Glendora City Council
June 24, 2025

Q-708158-45812KP
Issued: 06/04/2025
Quote Expiration: 06/30/2025
Estimated Contract Start Date: 07/01/2025
Account Number: 107228
Payment Terms: N30
Mode of Delivery: UPS-GND
Credit/Debit Amount: $0.00

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Glendora Police Dept. - CA
150 S Glendora Ave
Glendora,
CA
91741-3416
USA
Glendora Police Dept. - CA
116 E Foothill Blvd
Glendora
CA
91741-3335
USA
Email:

Kyle Panasewicz
Phone: +1 4803294734
Email: [email protected]
Fax: (480) 905-2071
Matthew Fenner
Phone: 626) 914-8250
Email: [email protected]
Fax:

Quote Summary Discount Summary
Program Length 31 Months Average Savings Per Year $1,431.36 TOTAL COST $33,278.94
ESTIMATED TOTAL W/ TAX $33,278.94 TOTAL SAVINGS $3,697.68 Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

Payment Summary
Date Subtotal Tax Total
Jul 2025 $11,115.16 $0.00 $11,115.16
Jan 2026 $11,081.89 $0.00 $11,081.89
Jan 2027 $11,081.89 $0.00 $11,081.89
Total $33,278.94 $0.00 $33,278.94

Quote Unbundled Price: $36,976.62
Quote List Price: $36,976.62
Quote Subtotal: $33,278.94
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Software
80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 18 31 $60.89 $54.80 $30,578.94 $0.00 $30,578.94 A la Carte Services
100159 AXON FLEET 3 - SERVICES - ALPR API INTEGRATION 1 $3,000.00 $2,700.00 $2,700.00 $0.00 $2,700.00 Total $33,278.94 $0.00 $33,278.94
Delivery Schedule
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 18 07/01/2025 01/31/2028 Services
Bundle Item Description QTY
A la Carte 100159 AXON FLEET 3 - SERVICES - ALPR API INTEGRATION 1

Shipping Locations
Location Number Street City State Zip Country
1 150 S Glendora Ave Glendora CA 91741-3416 USA
Payment Details
Jul 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 100159 AXON FLEET 3 - SERVICES - ALPR API INTEGRATION 1 $901.80 $0.00 $901.80 Year 1 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 18 $10,213.36 $0.00 $10,213.36 Total $11,115.16 $0.00 $11,115.16
Jan 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 100159 AXON FLEET 3 - SERVICES - ALPR API INTEGRATION 1 $899.10 $0.00 $899.10 Year 2 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 18 $10,182.79 $0.00 $10,182.79 Total $11,081.89 $0.00 $11,081.89
Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 100159 AXON FLEET 3 - SERVICES - ALPR API INTEGRATION 1 $899.10 $0.00 $899.10 Year 3 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 18 $10,182.79 $0.00 $10,182.79 Total $11,081.89 $0.00 $11,081.89

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

\s1\ \d1\
Signature Date Signed
6/4/2025
Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 1 To: United States state, local, and municipal public safety agencies Re: Sole Source Letter for Axon Enterprise, Inc.’s Axon brand products and Axon Evidence (Evidence.com) Digital Evidence Management Solutions1 A sole source justification exists because the following goods and services required to satisfy the agency’s needs are only manufactured and available for purchase from Axon Enterprise.

Axon Digital Evidence Solution Description
Axon Body 4 Video Camera (DVR)
• Improved, 160-degree field of view
• Upgraded sensor provides sharper, more detailed images • 13-hour battery, even when using Axon Respond real-time services • Bi-directional communications with Watch Me button allows wearers to request that a supervisor watch their livestream and provide guidance. (Requires Axon Respond) • Configurable automatic activation capabilities
• Option of 4:3 or 16:9 aspect ratio
• Multiple mounting options available for a variety of needs, uniforms, and use cases • Real-time support allows supervisor or dispatcher to view user locations on live maps, receive alerts, and view live streams. (Requires Axon Respond location services)
• Video Recall allows for recovery of footage up to 18 hours prior in the event a camera was not activated
• Fast-charge cable (20 percent in 30 minutes) with magnetic disconnect • Optional point-of-view (Flex POV) camera module
• Up to 120-second buffering period to record footage before pressing the record button
• Simplified registration
Axon Body 3 Video Camera (DVR)
• Improved video quality with reduced motion blur and better low-light performance • Multi-mic audio—four built-in microphones
• Wireless upload option
• Gunshot detection and alerts
• Streaming audio and video capability (requires the Axon Respond operations platform)
• “Find my camera” feature
• Verbal transcription with Axon Records
• End-to-end encryption
• Twelve-hour battery
• Up to 120-second buffering period to record footage before pressing record button 1 Axon is also the sole developer and offeror of the Axon Evidence (Evidence.com) data management services. Axon Evidence is both a division of Axon and a data management product solution offered by Axon. Axon Evidence is not a separate corporate entity.

Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 2 Axon Flex 2 Video Camera
• Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 0.1 lux • Audio tones to alert user of usage
• Low SD, high SD, low HD, and high HD resolution (customizable by the agency) • Up to 120-second buffering period to record footage before pressing record button • Multiple mounting options using magnetic attachment: head, collar, shoulder, helmet, ball cap, car dash, and Oakley sunglass mounts available • 120-degree diagonal field of view camera lens, 102-degree horizontal field of view, and 55-degree vertical field of view
Axon Flex 2 Controller
• 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • Haptic notification available
• Tactical beveled button design for use in pocket
• Compatible with Axon Signal technology
Axon Air System
• Purpose-built solution for law enforcement UAV programs • Supported applications on iOS and Android
• Automated tracking of pilot, aircraft, and flight logs • Unlimited Storage of UAV data in Axon Evidence (Evidence.com) • In application ingestion of data in Axon Evidence (Evidence.com) • Axon Respond integration for live streaming and situational awareness Axon Body 2 Video Camera
• Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 1 lux • Audio tones and haptic (vibration) notification to alert user of usage • Audio mute during event option
• Wi-Fi capability
• High, medium, and low quality recording available (customizable by the agency) • Up to 2-minute buffering period to record footage before pressing record button • Multiple mounting options using holster attachment: shirt, vest, belt, and dash mounts available
• 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • 143-degree lens
• Includes Axon Signal technology
Axon Fleet 3 Camera
• High-definition Dual-View Camera with panoramic field of view, 12x zoom, and AI processing for automatic license plate reader (ALPR)
• High-definition Interior Camera with infrared illumination for back seat view in complete darkness
• Wireless Mic and Charging Base for capturing audio when outside of vehicle • Fleet Hub with connectivity, global navigation satellite system (GNSS), secure solid- Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 3 state storage, and Signal inputs
• Automatic transition from Buffering to Event mode with configurable Signals • Video Recall records last 24 hours of each camera in case camera not activated for an event
• Intuitive mobile data terminal app, Axon Dashboard, for controlling system, reviewing video, quick tagging, and more
• Ability to efficiently categorize, play back and share all video and audio alongside other digital files on Evidence.com
• Multi-cam playback, for reviewing up to four videos, including body-worn and in-car footage, at the same time
• Fully integrated with Evidence.com services and Axon devices • Automatic time synchronization with all Axon Fleet and other Axon on-officer cameras allows for multi-camera playback on Evidence.com. • Prioritized upload to Evidence.com of critical event videos via 4G/LTE • Wireless alerts from the TASER energy weapon Signal Performance Power Magazine (SPPM) and Signal Side Arm (SSA).
• Best-in-class install times, wireless updates and quick remote troubleshooting • Optional Axon Respond live stream, alerts, and location updates for situational awareness
• Optional Axon ALPR hotlist alerts, plate read retention, and investigative search Axon Fleet 2 Camera
• Fully integrated with Axon Evidence services and Axon devices • Automatic time synchronization with other Axon Fleet and Axon on-officer cameras allows for multi-camera playback on Axon Evidence.
• Immediate upload to Axon Evidence of critical event videos via 4G/LTE • Wireless alerts from the TASER energy weapon Signal Performance Power Magazine (SPPM).
• Automatic transition from BUFFERING to EVENT mode in an emergency vehicle equipped with the Axon Signal Unit
• Decentralized system architecture without a central digital video recorder (DVR). • Cameras that function independently and communicate wirelessly with the computer in the vehicle (MDT, MDC, MDU) for reviewing, tagging and uploading video. • Wireless record alert based on Bluetooth communication from Axon Signal Vehicle when a configured input is enabled (e.g. emergency light, siren, weapon rack, etc.). • Receives alerts from Axon Signal Sidearm.
• Plug-And-Play design allowing for cameras to be easily replaced and upgraded. • Ability for an unlimited number of agency vehicles recording in the same vicinity with an Axon Fleet system to be automatically associated with one another when reviewing video in the video management platform. This feature is also supported across body cameras.

Axon Signal Vehicle Unit
• Communications device that can be installed in emergency vehicles. • With emergency vehicle light bar activation, or other activation triggers, the Axon Signal Unit sends a signal. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode.

Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 4 Axon Signal Performance Power Magazine (SPPM)
• Battery pack for the TASER X2 and X26P conducted electrical weapons • Shifting the safety switch from the down (SAFE) to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. Axon Signal technology only works with Axon cameras.

Axon Signal Sidearm Sensor
• Can be installed on common duty holsters
• Drawing a service handgun from the holster sends a signal from the Axon Signal Sidearm sensor. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode.

Axon Interview Solution
• High-definition cameras and microphones for interview rooms • Covert or overt camera installations
• Touch-screen user interface
• Motion-based activation
• Up to 7-minute pre- and post-event buffering period
• Full hardware and software integration
• Upload to Axon Evidence services
• Interview room files can be managed under the same case umbrella as files from Axon on-officer cameras and Axon Fleet cameras; i.e., Axon video of an arrest and interview room video are managed as part of the same case in Axon Evidence • Dual integration of on-officer camera and interview room camera with Axon Evidence digital evidence solution
Axon Signal Technology
• Sends a broadcast of status that compatible devices recognize when certain status changes are detected
• Only compatible with TASER energy weapons and other Axon products Axon Dock
• Automated docking station uploads to Axon Evidence services through Internet connection
• No computer necessary for secure upload to Axon Evidence • Charges and uploads simultaneously
• The Axon Dock is tested and certified by TUV Rheinland to be in compliance with UL 60950-1: 2007 R10.14 and CAN/ CSA-C22.2 N0.60950-l-07+Al:2011+A2:2014 Information Technology Equipment safety standards.

Axon Evidence Digital Evidence Management System
• Software as a Service (SaaS) delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • SaaS model reduces security and administration by local IT staff: no local installation required
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement
• Securely share digital evidence with other agencies or prosecutors without creating Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 5 copies or requiring the data to leave your agency’s domain of control • Controlled access to evidence based on pre-defined roles and permissions and predefined individuals • Password authentication includes customizable security parameters: customizable password complexity, IP-based access restrictions, and multi-factor authentication support
• Automated category-based evidence retention policies assists with efficient database management
• Deleted files are sent to a deletion que for 7 days, to help prevent unintentional deletion
• Stores and supports all major digital file types: .mpeg, .doc, .pdf, .jpeg, etc. • Requires NO proprietary file formats
• Ability to upload files directly from the computer to Axon Evidence via an Internet browser
• Data Security: Robust Transport Layer Security (TLS) implementation for data in transit and 256-bit AES encryption for data in storage
• Security Testing: Independent security firms perform in-depth security and penetration testing
• Reliability: Fault- and disaster-tolerant infrastructure in at least 4 redundant data centers in both the East and West regions of the United States • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Axon Evidence is protected from local malware that may penetrate agency infrastructure • Stability: Axon Enterprise is a publicly traded company with stable finances and funding, reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information security program
• Dedicated information security department that protects Axon Evidence and data with security monitoring, centralized event log analysis and correlation, advanced threat and intrusion protection, and incident response capabilities • Easily redact videos utilizing Redaction Studio within the system. With the optional Redaction Assistant add-on, leverage additional features that includes automated assistants of heads, license plates, and screens
Axon Evidence for Prosecutors
• All the benefits of the standard Axon Evidence services • Ability to share information during the discovery process • Standard licenses available for free to prosecutors working with agencies already using Axon Evidence services
• Unlimited storage for data collected by Axon cameras and Axon Capture Axon Justice
• Productivity tool for prosecutors and defense attorneys • Streamlined evidence management
• Purpose-built user interface based on prosecutors’ and public defenders’ workflow.

Optimizes evidence collection, management and review functionalities, and disclosure capabilities
Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 6 • Unlimited AI transcription of playable video and audio files • Native image and PDF redaction software
• Ability to natively play a wide variety of 3rd party video codecs (CCTV) and extract file into an MP4
• Ability to obtain evidence directly from members of the community via secure web link
• Ability to collect digital evidence from LEAs not using axon products today via a trusted user or an ingestion portal
• Unlimited storage and data collected and shared by Axon partner agencies via Axon Evidence (Evidence.com)
• Available unlimited 3rd party data source storage plan • Pro Licenses – all users have access to pro license features, including the Redaction Studio, Transcription Assistant, and Multi-Cam, and Reporting functionalities • Transcription is Unlimited and automatic (i.e. all videos ingested into Axon Justice Premier are automatically transcribed)
• Discovery module designed to optimize all aspects of discovery management • Chain of custody reports with extensive audit trail
• Free sharing with partners
• Customer-defined data retention policies
Axon Capture Application
• Free app for iOS and Android mobile devices
• Allows users to capture videos, audio recordings, and photos and upload these files to their Axon Evidence account from the field
• Allows adding metadata to these files, such as: Category, Title, Case ID, and GPS data
Axon Evidence Local Services
• On-premises data management platform
• Chain of custody reports with extensive audit trail
• Automated workflows, access control, storage, and retention • Compatible with multiple file formats
Axon View Application
• Free app for iOS and Android mobile devices
• Allows user to view the camera feed from a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex 2 camera in real-time
• Allows for playback of videos stored on a paired Axon Body, Axon Body 2, Axon Body 3, Axon Body 4, Axon Flex, or Axon Flex 2 system
• Allows adding meta-data to videos, such as: Category, Title, Case ID, and GPS data Axon App
• Free application (app) for iOS and Android mobile devices • Allows user access to key features of Axon Evidence, Axon Records, Axon Standards on the go
• Manage evidence missing ID & categories. Create and submit reports • Initiate Community Requests
Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 7 Axon Records
• Continuously improving automated report writing by leveraging AI and ML on officer recorded video, and audio from BWC, In-Car, Mobile App (Axon Capture), or other digital media
• Collaborative report writing through instantly synced workspaces allowing officers to delegate information gathering on scene
• Detectives can begin their investigations, and records clerks can update information exchanges on things like missing people or stolen property as a draft report exists • Close integration with Axon Evidence sharing allows fast, efficient, digital, and secure sharing of records and cases to DAs and Prosecutors
• Robust APIs allow data to be easily ingested and pushed out to other systems— preventing data silos
• In-context search of master indexes (people, vehicles, locations, charges)— promoting efficient report writing through prefilling of existing data, which promotes clean and deduped data in the system
• Quick views for users to track calls for service and reports in draft, ready for review, kicked back for further information, or submitted to Records for archiving. • Federal and State IBRS fields are captured and validated—ensuring the officer knows what fields to fill and what information needs to be captured • Intuitive validation ensures officers know what information to submit without being burdened by understanding the mapping of NIBRS to state or local crime codes • Ability to create custom forms and add custom fields to incident reports—allowing your agency to gather the information you find valuable • Software as a Service (SaaS) delivery model that allows agencies to write, manage, and share digital incident reports without local storage infrastructure or software needed
• SaaS model reduces security and administration by local IT staff: no local installation required
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement
• Controlled access based on pre-defined users, groups, and permissions • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff Axon Standards
• Internal affairs case management and use of force and professional standards reporting
• Can be deployed with and used alongside Axon Records, while ensuring Use-ofForce data remains safely silo’ed and permissioned • Deep integration with Axon Evidence for efficient, digital, and secure sharing of records and cases
• Customizable information display, including custom forms • Customizable workflows and user groups
• Automated alerts
• Data Store allowing custom summary reports and integration into 3rd-party analytic tools.
• Workflow analytics to provide SLA on throughputs
• Integration with the TASER 7 and TASER 10 energy weapons for automatically Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 8 pulling firing logs (alpha)
Axon Professional Services
• Dedicated implementation team
• Project management and deployment best practices aid
• Training and train-the-trainer sessions
• Integration services with other systems
Axon Auto-Transcribe
• Transcribes audio to text, producing a time-synchronized transcript of incidents • Allows searches for keywords (e.g., names, and addresses) • Embedded time stamps when critical details were said and events occurred • Produce transcripts in substantially less time than with manual methods • Pull direct quotes and witness statements directly into reports Axon Support Engineer:
• Dedicated Axon Regional/Resident Support Engineer Services • Quarterly onsite visits
• Solution and Process Guidance custom to your agency
• White-Glove RMA and TAP (if applicable) Service for devices • Monthly Product Usage Analysis
• Resident Support Engineer also includes onsite product maintenance, troubleshooting, and beta testing assistance
Axon Fusus
• Integration with Axon Fusus for Axon Fleet cameras and body cameras for location and/or live streaming.
• Integration with Axon Signal Sidearm, TASER 7 and TASER 10 energy weapons for enhanced situational awareness.
• Integration with Axon Air, Skydio, and Dedrone systems. • SaaS model reduces security and administration by local IT staff: no local installation • Robust API and SDK allows data to be easily ingested and pushed out to other systems -- preventing data silos. Technology agnostic platform enables integration of a vast array of third-party technologies as required by the agency. • Complete leveraging of Axon Evidence (Evidence.com) sharing to allow fast, efficient, digital and secure sharing of data to DAs and Prosecutors. • Future versions/enhancements included with minimal down time and no need to purchase an upgrade to the latest version.
• Native integration with Axon Records.
• Reliability: Fault – and disaster – tolerant infrastructure in at least four redundant data centers in both the East and West regions of the United States. • Security Testing: Independent security firms perform in- depth security and penetration testing.
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement.

Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 9 Axon Investigate
• Video analysis software
• Compatible with video from cell phones, on-officer cameras, in-car camera systems, social media, and other sources
• Oriented to investigators and prosecutors
• Integration with Axon Evidence services
• Automatically identify video file codecs, formats, hash values, and other metadata • Automatically determine the required codec necessary to play a wide variety of video formats
• Play forwards/backwards and fast forward through almost any video file • Scrub forwards/backwards through almost any video file • Mark and auto export an unlimited number of tagged video frames • Create subclips from any readable media
• Batch transcode files to standard file formats (including uncompressed, lossless h.264, wmv, and more)
• Add filters to transcode workflow (including resize, deinterlace, pad, crop, blur, concatenate, etc.)
• Provide enhancement capabilities, such as stabilization, brightness adjustments, and frame averaging
• Produce dynamic frame analysis spreadsheets to xml documents • Validate results compared with hexadecimal analysis tools • Build and share workflows with other users
• Transcode files directly to Avid Media Composer projects • Identify duplicate files in any folder based on md5 hash • Produce detailed written reports via interactive PDF with embedded video and image content within iNPUT-ACE
• Extract I-frames
• Decimate
• Canvas Editor (picture-in-picture)
• Add raw FFmpeg arguments
• Perform four types of macroblock analysis
o 4x4 prediction removed
o 8x8 prediction removed
o Color coded block types
o Quantization parameter evaluation
• Offered iNPUT-ACE Software (from Axon Enterprise)
• Variable frame rate (VFR) lightboard designed to accurately calculate time and vehicle speed from any video surveillance camera. This feature is designed to eliminate common errors that might occur during calculations based on frame rate. • Camera match overlay tool that provides margin of error reports based on scanner, calibration, and resolution accuracy (e.g., a margin of error of +0.5 feet) for data collected from footage.

Draft One
• AI-powered report-writing assistant
• Audio from Axon body-worn camera (BWC) footage is uploaded over long-term evolution (LTE) and transcribed automatically so report drafts are available within five minutes of an incident ending, without having to dock camera (this feature requires Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 10 Axon Respond+)
• Create a single narrative from one or more body-worn camera recordings • Supports audio from multiple devices, including 3rd party devices (anything that's playable on Axon Evidence)
• Integrates with Axon Records, allowing you to insert narratives into your report • Multiple safeguards in place to ensure officers proofread and sign off on reports • Security: all data processed in CJIS GovCloud environment (in US) • Compatible with any 3rd-party RMS system
• No statistically significant levels of racial bias towards suspect's race • Ability to include header and footer language to note when Draft One was used on a given report
• Ability to specify which incident types and level of charges can be used with Draft One
• Ability to warn or block users if they don't edit a certain percentage of words before submitting
Axon Customer Support
• Online and email-based support available 24/7
• Human phone-based support available Monday–Friday 7:00 AM–5:00 PM MST; support is located in Scottsdale, AZ, USA
• Library of webinars available 24/7
• Remote-location troubleshooting
Axon Brand Model Numbers

1. Axon Body 4 Cameras:
• Axon Body 4 Camera Model: 100147
• Axon Body 4 Flex POV Module Model: 100200

2. Axon Body 3 Camera Model: 73202

3. Axon Flex 2 Cameras:
• Axon Flex 2 Camera (online) Model: 11528
• Axon Flex 2 Camera (offline) Model: 11529

4. Axon Flex 2 Controller Model: 11532

5. Axon Flex 2 USB Sync Cable Model: 11534

6. Axon Flex 2 Coiled Cable, Straight to Right Angle, 48″ (1.2 m)

7. Axon Flex 2 Camera Mounts:
• Oakley Flak Jacket Kit Model: 11544
• Collar Mount Model: 11545
Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 11 • Oakley Clip Model: 11554
• Epaulette Mount Model: 11546
• Ballcap Mount Model: 11547
• Ballistic Vest Mount Model: 11555

8. Universal Helmet Mount Model: 11548

9. Axon Air System with Axon Evidence (Evidence.com) 5-Year License Model: 12332

10. Axon Body 2 Camera Model: 74001

11. Axon Body 2 Camera Mounts:
• Axon RapidLock Velcro Mount Model: 74054

12. Axon Flex 2 Controller, Axon Body 2 Camera, and Axon Body 3 Camera Mounts:
• Z-Bracket, Men’s, Axon RapidLock Model: 74018
• Z-Bracket, Women’s Axon RapidLock Model: 74019
• Magnet, Flexible, Axon RapidLock Model: 74020
• Magnet, Outerwear, Axon RapidLock Model: 74021
• Small Pocket, 4″ (10.1 cm), Axon RapidLock Model: 74022 • Large Pocket, 6″ (15.2 cm), Axon RapidLock Model: 74023 • MOLLE Mount, Single, Axon RapidLock Model: 11507
• MOLLE Mount, Double, Axon RapidLock Model: 11508
• Mini MOLLE Mount, Axon RapidLock Model: 11703
• Belt Clip Mount, Axon RapidLock Model: 11509

13. Axon Fleet Camera
• Axon Fleet 2 Front Camera: 71079
• Axon Fleet 2 Front Camera Mount: 71080
• Axon Fleet 2 Rear Camera: 71081
• Axon Fleet 2 Rear Camera Controller: 71082
• Axon Fleet 2 Rear Camera Controller Mount: 71083
• Axon Fleet Battery System: 74024
• Axon Fleet Bluetooth Dongle: 74027
• Axon Fleet 3 Dual View Camera: 72000
• Axon Fleet 3 Interior Camera: 72037
• Axon Fleet Hub: 72010

14. Axon Signal Unit Model: 70112

15. Axon Dock Models:
• Axon Dock – Individual Bay and Core for Axon Flex 2
• Axon Dock – 6-Bay and Core for Axon Flex 2
• Individual Bay for Axon Flex 2 Model: 11538
• Core (compatible with all Individual Bays and 6-Bays) Model: 70027 • Wall Mount Bracket Assembly for Axon Dock: 70033
• Axon Dock – Individual Bay and Core for Axon Body 2 and Axon Fleet Model 74009 • Axon Dock – 6-Bay and Core for Axon Body 2 and Axon Fleet Model 74008 • Individual Bay for Axon Body 2 and Axon Fleet Model: 74011 Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 12 • Axon Dock – 1-Bay for Axon Body 3 Model: 71104
• Axon Dock – 8-Bay for Axon Body 3 Model: 74210
• Axon Dock – Individual Bay for Axon Body 4 Model: 100201 • Axon Dock – Multi-Bay for Axon Body 4 Model: 100206

16. Axon Signal Performance Power Magazine (SPPM) Model: 70116

17. Axon Investigate Standard Seat License Package, 1-Year Renewal Model: 8025 Axon Product Packages

1. Officer Safety Plan 10: Includes a TASER 10 energy weapon, the TASER 10 certification bundle, Axon body camera with Technology Assurance Plan (TAP),2 Axon Evidence (Evidence.com), unlimited body camera and Axon Capture storage, Command Staff Pro license (1 per 100 users), TASER 10 certification bundle, Axon Signal Sidearm,3 Axon Standards,4 Axon Respond, Axon Respond+, and third-party storage (100 GB)..

2. Officer Safety Plan 10 Plus (Officer Safety Plan 10+): Includes a TASER 10 energy weapon, the TASER 10 certification bundle, Axon body camera with Technology Assurance Plan (TAP),2 Axon Evidence (Evidence.com), unlimited body camera and Axon Capture storage, Command Staff Pro license (1 per 100 users), Axon Signal Sidearm,3 Axon Standards,4 Axon Respond, Axon Respond+, Axon Performance, Axon Community Request, Axon Investigate, Redaction Assistant, auto-tagging with implementation, channel services (3), and third-party video storage (100 GB), third-party video playback, Redaction Assistant, auto-tagging with implementation, channel services, Axon Records,5 and Axon VR training.

3. Officer Safety Plan 10 Premium: Includes a TASER 10 energy weapon, the TASER 10 certification bundle, Axon body camera with Technology Assurance Plan (TAP),2 Axon Evidence (Evidence.com), unlimited body camera and Axon Capture storage, Command Staff Pro license (1 per 100 users), Axon Signal Sidearm,3 Axon Standards, Axon Respond, Axon Respond+, Axon Performance, Axon Community Request, Axon Investigate, Redaction Assistant, auto-tagging with implementation, channel services (unlimited), third-party video storage (unlimited), Axon Community Request, Axon Investigate Pro, third-party video playback, Redaction Assistant, auto-tagging with implementation, channel services, Axon Records,5 Axon VR training, Axon AutoTranscribe, My90 by Axon, and the Fusus Real-Time Crime Center.6

4. TASER 10 Basic: Pays for the TASER 10 program in installments over 5 years including access to Axon Evidence services for energy weapon program management. 2 Technology Assurance Plan for warranties and refreshes. Axon Body 3 or Axon Body 4 & Axon Dock (for cameras) hardware purchased separately. Includes two Axon camera upgrades and one camera dock upgrade, which apply to 5-year contracts only.
3 Additional configuration may be needed to ensure Axon Signal compatibility, and not all holster arrangements may be compatible. Reach out to your Axon representative to learn more. 4 License subscription only. Does not include implementation costs. Available for agencies with 15+ sworn officers.
5 License subscription only. Does not include implementation costs. Available for agencies with 50+ sworn officers.
6 For more details on Fusus tiers, reach out to your account manager.

Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 13

5. TASER 10 Certification: Pays for TASER 10 program in installments over 5 years including access to Evidence.com for energy weapon program management, annual training cartridges, unlimited duty cartridges and online training content.

6. TASER 10 Certification with Virtual Reality (VR): Pays for the TASER 10 program in installments over 5 years including access to Evidence.com for energy weapon program management, annual training cartridges, unlimited duty cartridges, online training content, and VR training.

7. Axon Core 10: Pays for TASER 10 certification, Axon Body 4 camera, Axon Dock, warranty, TAP refresh, Professional Axon Evidence license, unlimited first-party storage, a la carte third-party storage (30 GB), Axon Signal Sidearm (1:1),3 and Axon Respond.

8. Corrections Officer Safety Plan: Includes a TASER 7 energy weapon, Axon Body 3 Camera, Axon Dock, Axon Camera and Dock Upgrade, Axon Evidence Licenses and unlimited Axon storage.

9. Officer Safety Plan: Includes an X26P energy weapon, Axon camera and Dock upgrade, and Evidence.com license and storage. See your Sales Representative for further details and Model numbers.

10. Officer Safety Plan 7: Includes a TASER 7 energy weapon, Axon Body-worn camera (BWC) with the TASER Assurance Plan (TAP)2, Axon Evidence (Evidence.com), unlimited BWC and Axon Capture storage, Command Staff Pro license (1 per 100 users), TASER 7 certification bundle, Axon Signal Sidearm,
3 Axon Standards4
, Axon Respond,
Axon Respond+, and third-party storage (100 GB).

11. Officer Safety Plan 7 Plus (Officer Safety Plan 7+): Includes a TASER 7 energy weapon, Axon Body-worn camera, Axon Evidence , unlimited BWC and Axon capture storage, Axon Signal Sidearm,
3 Axon Standards,4 Axon Respond, Axon Respond+, thirdparty storage (100 GB), Axon Performance, Axon Community Request, Axon Investigate Pro, third-party video playback, Redaction Assistant, auto-tagging with implementation, channel services, Axon Records,5 and Axon VR training.

12. Officer Safety Plan 7 Premium: Includes a TASER 7 energy weapon, Axon BWC with TAP, Axon Evidence (Evidence.com), unlimited BWC and Axon Capture storage, Command Staff Pro license (1 per 100 users), TASER 7 certification bundle, Axon Signal Sidearm,3 Axon Standards,4 Axon Respond, Axon Respond+, third-party storage (unlimited), Axon Performance, Axon Community Request, Axon Investigate Pro, thirdparty video playback, Redaction Assistant, auto-tagging with implementation, channel services, Axon Records,5 Axon VR training, unlimited Axon Auto-Transcribe, My90 by Axon, and the Fusus Real-Time Crime Center.6

13. TASER 7 Basic: Pays for TASER 7 program in installments over 5 years including access to Axon Evidence services for energy weapon program management.

14. TASER 7 Certification: Pays for TASER 7 program in installments over 5 years including access to Axon Evidence for energy weapon program management, annual training cartridges, unlimited duty cartridges and online training content.

15. TASER Certification Add-On: Allows the agency to pay an annual fee to receive an annual allotment of training cartridges, unlimited duty cartridges and online training content.

16. TASER 7 Certification with Virtual Reality (VR): Pays for the TASER 7 program in Axon Enterprise, Inc. Axon Sole Source Letter Version 49 Page 14 installments over 5 years including access to Axon Evidence for energy weapon program management, annual training cartridges, unlimited duty cartridges, online training content, and VR training.

17. Unlimited Cartridge Plan: Allows the agency to pay an annual fee to receive annual training cartridges, unlimited duty cartridges and unlimited batteries for the X2 and X26P energy weapons.

18. TASER 7 Close Quarters Dock Plan: Pays for TASER 7 Close Quarters Plan over a 5- year period in installments including access to Axon Evidence for energy weapon program management, rechargeable batteries, annual cartridge shipments, unlimited duty cartridges, and access to online training.

19. Axon Core 7: Pays for TASER 7 certification, Axon Body 4 camera, Axon Dock, warranty, TAP refresh, Professional Axon Evidence License, unlimited first-party storage, a la carte third-party storage (30 GB), Axon Signal Sidearm (1:1),3 and Axon Respond.

20. Corrections Post OSP: Includes one TASER 7 energy weapon for every two licenses, one Axon Body 3 Camera for every two licenses, Axon Dock, Axon Camera and Dock Upgrade, Axon Evidence Licenses and unlimited Axon storage for each license.

21. TASER 60: Pays for X2 and X26P energy weapons and Spare Products in installments over 5 years.

22. TASER 60 Unlimited: Pays for X2 and X26P energy weapons and Spare Products in installments over 5 years and receive unlimited cartridges and batteries.

SOLE AUTHORIZED DISTRIBUTOR FOR

AXON BRAND PRODUCTS

SOLE AUTHORIZED REPAIR FACILITY

FOR AXON BRAND PRODUCTS
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791
Please contact your local Axon sales representative or call us at 1-800-978-2737 with any questions.

Sincerely,
Josh Isner
President
Axon Enterprise, Inc.

Non-Axon trademarks are property of their respective owners. a, c, Axon, Axon Body, Axon Evidence, Axon Fleet, Axon Flex, Axon Interview, Axon Records, Axon Respond, Axon Signal, Axon Standards, Draft One, X2, X26P, TASER 7, TASER 10, and TASER are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2025 Axon Enterprise, Inc.

Approval of the State Homeland Security Program (SHSP) Subrecipient Agreement for Grant Year 2023 with the County of Los Angeles, and Authorization to Enter into Agreements with Flock Group, Inc. and Axon Enterprise, Inc. for the Acquisition and Deployment of Additional Stationary and Mobile Automated License Plate Reader (ALPR) Systems.

POLICE

CITY COUNCIL MEETING
JUNE 24, 2025

MARC ARCHIBALD, SUPPORT SERVICES SUPERVISOR

EXECUTIVE SUMMARY
The State Homeland Security Grant Program (SHSGP) supports local efforts to enhance public safety and emergency preparedness. The City of Glendora has been awarded $100,000 in SHSGP funding to strengthen its public safety infrastructure.

Staff recommends using these funds to expand the City’s Automated License Plate Reader (ALPR) system, which is eligible under the grant (03OE-01-ALPR). ALPR systems—fixed, portable, or vehicle-mounted— use imaging and character recognition technology to identify license plates, providing real-time alerts for stolen vehicles, wanted suspects, and missing persons.

EXECUTIVE SUMMARY
Since 2021, Glendora has partnered with Flock Safety to deploy ALPR cameras across the city. These systems have proven effective in preventing and solving crimes, enhancing law enforcement’s efficiency and reach.

Expanding the Flock camera network with SHSGP funds will improve citywide coverage, support proactive policing, and maximize the return on this public safety investment.

LEGISLATIVE HISTORY
On May 25, 2021, the City Council approved entering into a two-year agreement to implement the ALPR systems in the City of Glendora.

On December 12, 2023, City Council approved entering into a Five-Year Master Services Agreement with Flock to continue use of Flock ALPR systems in the City.

On March 25, 2025, City Council approved using 2021 SHSGP funds for expansion of FLOCK. Due to federal delays in approving the Environmental and Historic Preservation (EHP) form for the ALPR project, staff proposed reallocating the $72,000 SHSGP grant to purchase mobile vehicle barriers instead of the ALPR cameras, which was presented in a separate agenda item.

DISCUSSION
The City of Glendora received $100,000 in SHSGP funding to enhance public safety. Staff recommends using the funds to expand the Flock ALPR camera network and add Axon Fleet 3 mobile ALPR to patrol vehicles. These systems help identify stolen vehicles, wanted suspects, and other threats in real time. Together, they enhance law enforcement’s ability to prevent crime, improve response, and protect the community.

DISCUSSION
The Glendora Police Department has used Axon body-worn and in-car video systems since 2022. Our 18 patrol units are already equipped with Axon Fleet 3 hardware, which includes ALPR capability not yet activated.

Enabling this feature would instantly add 18 mobile ALPR units, enhancing officer safety by providing real-time alerts for wanted, stolen, or missing person-related vehicles.

Axon allows secure data sharing with partner agencies under DOJcompliant protocols, ensuring all searches are documented and justified. As the sole provider compatible with our current system, Axon offers a cost-effective leasing model covering activation, service, and support without added hardware costs.

FISCAL IMPACT
The proposed agreements will be funded using the Homeland Security Grant in Grant Fund 280. The increase in estimated revenues and the supplemental appropriation in the amount of $100,000 will cover two years of the agreement with Flock, including the implementation and subscription costs of $71,050 as well as 27 months of the $33,278.34 31- month agreement with Axon. The remaining 4 months of the agreement with Axon as well as any ongoing subscription costs to continue the expanded program with Flock and Axon will be considered during future budget processes as part of the Information Technology Fund 553 budget.

RECOMMENDATION

1. Approve the 2023 State Homeland Security Program Subrecipient Agreement with County of Los Angeles;

2. Approve a two-year agreement with Flock Group, Inc., for the use of eleven (11) additional automated license plate readers in the amount of $71,050;

3. Approve a 31-month agreement with Axon Enterprises, Inc., for the expansion of our existing Fleet 3 cameras, activating the existing automated license plate readers technology in eighteen (18) patrol vehicles in the amount of $33,278.94; and

4. Approve an increase in estimate revenues and a supplemental appropriation in the FY2024-25 Midcycle Budget from Grants Fund 280 in the amount of $100,000.

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: Information Technology DISTRICT(S): Citywide
SUBJECT: Authorize the transition of City Cellphone services from Verizon Wireless to T-Mobile

RECOMMENDATION
That the City Council:

1. Authorize the Information Technology to transition the City's cellphone service provider from Verizon Wireless to TMobile, utilizing already budgeted funds.

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 City currently uses Verizon Wireless as its cellphone service provider for staff and public safety personnel. However, ongoing concerns with coverage and service reliability in several areas prompted an evaluation of alternative providers. After conducting a successful field test with a T-Mobile device, which demonstrated improved coverage and performance, staff recommends transitioning to T-Mobile. The change will be executed under the National Association to the State Procurement Officials (NASPO) ValuePoint contract, ensuring the City benefits from competitively bid government pricing.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Not applicable.

DISCUSSION
The City currently utilizes Verizon Wireless as its primary cellphone service provider for staff across all departments, including public safety. Over the past several years, staff has experienced varying levels of service quality across different areas of the City, with particular concern regarding dropped calls and limited data connectivity in certain neighborhoods.

To evaluate alternatives, the City conducted a field test using a T-Mobile device issued to a police officer, who traveled throughout various neighborhoods and high-traffic zones, including residential areas, commercial corridors, and emergency response zones. The results of this test period indicated that T-Mobile service is not only reliable but in many cases providers stronger signal strength, faster data speeds, and better call clarity than Verizon, especially in previously identified trouble areas.

In addition to improved service quality, T-Mobile's proposed government pricing plan through NASPO ValuePoint contract offers substantial cost savings. Based on our current number of users and average usage, the transition is projected to save the City approximately $40,000 annually in cellphone service costs. These savings are achieved through lower per-line pricing, bundled data plans, and reduced equipment costs. Additionally, T-Mobile is offering a device buyback program as part of the transition. The City’s existing Verizon devices will be eligible for trade-in credit, which can be used either to offset the cost of new equipment or to help pay off any remaining Verizon account balances. This buyback option further reduces the financial burden of transitioning providers.

To ensure a seamless and efficient changeover, T-Mobile has committed to providing on-site technical support. Their technicians will be scheduled to visit City facilities and departments to assist users with data transfers, activation of new devices, and training as needed. The primary device deployment and transition for general staff will occur over a two-day period, with additional time allocated for specialized coordination with Police Department units to minimize disruption to public safety operations.

This recommendation aligns with the City’s broader goals of improving operational efficiency and reducing expenditures without compromising service quality. With reliable testing results and no disruption to essential communications, this transition represents a practical and fiscally responsible upgrade to our communications infrastructure.

FISCAL IMPACT
Sufficient appropriations are available in the FY2025-27 Adopted Two-Year Budget in the Information Technology Fund (553) account (55330150.57051).

The agreement was procured in accordance with Glendora Municipal Code Section 2.40.100 (c) (6) which provides for an exception to the City’s competitive procurement process when cooperative purchasing is available and undertaken or when services can be obtained through federal, state and/or other public entity pricing contracts or price agreements. The National Association to the State Procurement Officials (NASPO) ValuePoint contract was competitively bid through the State of Utah and includes the State of California as a participating entity.

ENVIRONMENTAL DETERMINATION
Not applicable.

Prepared By Katie Dang, Administrative Assistant
Concurs With Not Applicable
Reviewed By Sam Robbin, Information Technology 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. NASPO Agreement
B. Quote
C. Buyback
Attachments
A. NASPO Agreement.pdf
B. Quote.pdf
C. Buyback.pdf
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
PARTICIPATING ADDENDUM #PA-2022-WDV-TMUS

UNDER THE
STATE OF UTAH COOPERATIVE CONTRACT #MA176
(NASPO VALUEPOINT WIRELESS DATA, VOICE, AND ACCESSORIES) PARTICIPATING ENTITY: STATE OF CALIFORNIA
This Participating Addendum, including the attached Appendix A and Appendix A-1 (the “PA”) is made on 1/26/2022 the “PA Effective Date”), between the State of California, California Department of Technology (“Participating Entity” or “State”), and T-Mobile USA, Inc. (“Contractor”) (Participating Entity and Contractor are, at times, referred to individually as a “Party” or together as the “Parties”).

Section 1. Recitals

1.1 The Contractor and the State of Utah, acting through its Department of Administration, Purchasing Division, individually and on behalf of the NASPO ValuePoint, a division of the National Association of State Procurement Officials (“NASPO”), are parties to the State of Utah Cooperative Contract #MA176 (NASPO ValuePoint Wireless Data, Voice, and Accessories) dated July 1, 2019, as amended (the “Master Agreement”).

1.2 Participating Entity wants to participate in the Master Agreement pursuant to the terms and conditions of the PA.

1.3 The term of this PA begins on the PA Effective Date through May 22, 2025 with one (1), two-year option to extend remaining at the State’s sole discretion. Notwithstanding the foregoing, the term of this PA will automatically terminate upon the termination or expiration of the Master Agreement.

Section 2. Agreement
In consideration of the recitals set forth in §1 above, which are hereby re-stated and agreed to by the Parties, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, Participating Entity and the Contractor hereby agree to the terms and conditions of the PA. The Master Agreement and the PA, together with all valid Purchase Orders submitted to the Contractor by an Authorized Purchasing Entity, together constitute the State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
“CA Agreement”. Unless otherwise defined, capitalized terms in the PA have the meanings ascribed to them in the Master Agreement.

Section 3. Authorized Purchasing Entities
The State hereby designates the following as Authorized Purchasing Entities under the CA Agreement: Local government entities defined as any city, county, city and county, district or other local governmental body empowered to expend public funds for the acquisition of goods. Additional qualifying entities include those that are either (i) entirely 100% tax supported, (ii) a local governmental entity with a Joint Powers Agreement (JPA), or (iii) a Federally recognized Indian Tribe. State agencies or other state entities are not Authorized Purchasing Entities. “Authorized Purchasing Entities” also may be referred to as “Purchasing Entities” for purposes of the CA Agreement.

Each Authorized Purchasing Entity placing an Order under this PA will be treated as if it was an individual customer. Except to the extent modified in this PA, each Authorized Purchasing Entity will be responsible for compliance with the terms and conditions of the Master Agreement. Each Authorized Purchasing Entity will be responsible for its own charges, fees and liabilities. Each Authorized Purchasing Entity will have the same rights to any indemnity or to recover any costs allowed in the Master Agreement for its purchases; and Contractor will apply the charges to each Authorized Purchasing Entity individually. Each Authorized Purchasing Entity agrees to the terms of this PA, including the disclosure of limited account information (including the name, address, email and phone number of each Authorized Purchasing Entity’s authorized/designated purchasing agent(s)) as part of the contractual reporting requirements to NASPO ValuePoint and/or the Participating Entity, for purposes of monitoring the contract and calculating the administrative fee.

Section 4. Purchase Orders
Except as set forth herein, Purchase Orders must reference both Master Agreement #MA176 and the PA number to be valid. Upon acceptance of any such valid Purchase Order, the corresponding Authorized Purchasing Entities will be bound by the terms and conditions of the CA Agreement including, without limitation, the obligation to pay the Contractor for Services and related Products provided. Notwithstanding the foregoing, any Purchase Order submitted that does not properly reference the Master Agreement number and/or the PA may be accepted, at the Contractor’s sole discretion, if the Contractor can reasonably ascertain that such Purchase Order was properly authorized and State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
intended for use with the PA. In such instances, the corresponding Purchase Order will be similarly valid and binding. The terms and conditions of the CA Agreement will not be modified or superseded by any terms and conditions in any Authorized Purchasing Entity-generated Purchase Order. Purchase Orders will have no force or effect other than to denote quantity, the products or services purchased, delivery destinations, requested delivery dates and any other information required by the CA Agreement.

Section 5 Primary Contacts
Participating Entity (State): California
Department of Technology
Contractor:

Name Sandra Morales David Bezzant
Title Contract Manager Vice President, T-Mobile for
Government
Address P.O.BOX 1810, MS 12 Rancho
Cordova, CA 95741
c/o T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Telephone (916)460-9809 (425) 383-4000
Email [email protected]
and [email protected]
[email protected]
Section 6. Notice of Administrative Fees
The following charges are being paid by the Contractor under this PA.

6.1 California Department of Technology Administrative Fee Contract Fees to Participating Entity: The Contractor is being charged an Administrative Fee of 1.00% of all Authorized Purchasing Entities Total Wireless Spend, pursuant to the schedule of payments set forth in the Master Agreement. “Total Wireless Spend” for the Participating Entity’s state will be calculated (with respect to Participating Entity state sales only) in the same manner as set forth in Section 6 of Attachment A (NASPO ValuePoint Master Agreement Terms and Conditions) to the Master Agreement.

The Contractor shall submit a check payable to the California Department of Technology, Accounting, P.O. Box 1810, MS Y06, Rancho Cordova, CA 95741 for the calculated administrative fee. This fee shall be included as an adjustment to the Contractor’s NASPO ValuePoint pricing and not invoiced or charged to the Authorized Purchasing Entities for the use of this PA.

State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
Section 7. Authority
By signing below, the corresponding Party’s representative represents that he or she is duly authorized by the Contractor or Participating Entity, as applicable, to execute the PA on behalf of the respective Party, and that the Contractor and Participating Entity agree to be bound by the provisions hereof. In addition, Participating Entity represents that it has received the requisite approvals from the applicable State authority and NASPO to participate in the Master Agreement.

Section 8. Entire Agreement
The Master Agreement and this PA set forth the entire agreement between the Parties with respect to its subject matter, and it supersedes all previous communications, representations or agreements, whether oral or written, with respect thereto.

IN WITNESS WHEREOF, the Parties have executed the PA as of the PA Effective Date.

T-Mobile USA, Inc. State of California
Signature: Signature:

Printed Name: David Bezzant Printed Name: Samit Wangnoo Title: Vice President Title: Assistant Deputy Director
Date Signed: Date Signed:

Signature:

Printed Name: David Viscovich
Title: Director, Legal Affairs
Date Signed:

David Viscovich (as to Legal Form) (May 19, 2023 03:23 EDT) David Viscovich (as to Legal Form) May 19, 2023 David Bezzant (May 19, 2023 08:27 MDT) David Bezzant
May 19, 2023 May 19, 2023
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
Appendix A

1. General Provisions - Wireless Voice And Data Services This PA shall automatically incorporate by reference the General Provisions - Wireless Voice and Data Services for NASPO Participating Addendum for Local Government, which can be found attached hereto as Appendix A-1.

2. Reporting
The Contractor shall provide the following management reports to the State Contract Administrator as reasonably requested. The reports shall reflect the agency’s usage under the contract for the respective month/quarter. Reports shall be submitted in electronic format by email. Upon execution of the Purchase Order, the Authorized Purchasing Entities understand and agree that the Contractor may provide the State Customer Proprietary Network Information (CPNI) as part of Contractor’s reporting obligations under the Contract for purposes of administering the Participating Addendum.

Listed below are the management reports that shall be provided:
a) Usage Report (quarterly):

The Contractor shall submit a Usage Report for the Total Wireless spend of all Authorized Purchasing Entities on a quarterly basis by the 45th day of the first month of the new quarter. This report shall be reviewed by the State Contract Administrator and shall correlate with the Administration Fee. The Usage Report shall contain the same fields as Attachment H (NASPO ValuePoint Cooperative Contract Detailed Sales Report) of the Contractor’s Master Agreement.
b) Authorized Purchasing Entities Report (annually):

The Authorized Purchasing Entities Report shall be submitted to the State Contract Administrator annually by the 30th day of January. The report shall include the name of the Authorized Purchasing Entity, contact name, phone number and email address of the individual responsible for submitting purchase requests for each Authorized Purchasing Entity. This information will be used for the State Contract Administrator to communicate with the Authorized Purchasing Entity’s regarding Contract expiration and transition options.

State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
c) Custom Reports:

Authorized Purchasing Entities will have access to Contractor’s order and support portal, which provides a variety of reporting tools, including account management reports, invoicing reports, order reports, and usage reports.

3. CONTRACTOR’S WEBSITE
The Contractor shall provide a website for Authorized Purchasing Entities to manage accounts, get product information, and to order Products and Services.

The Contractor shall maintain, support and keep current a NASPO-specific contract website with current pricing, general contract information, and Contractor point of contact information.

4. LOCAL NUMBER PORTABILITY
Authorized Purchasing Entities may be able to transfer a Master Account User's Number to or from another provider with whom Contractor has a porting relationship in accordance with Contractor internal business policies.

5. OUT OF STOCK
The Contractor shall alert the Authorized Purchasing Entities at time of order, or within three (3) business days after order if a Product is out of stock or subject to backorder date for delivery. The Authorized Purchasing Entity has the option to cancel the Product and/or purchase another Product. Under no circumstances the Contractor will make unauthorized substitutions.

6. SHIPPED ORDERS
All deliveries shall be F.O.B. destination, freight pre‐paid, with all transportation and handling charges paid by the Contractor.

7. ORDER ACKNOWLEDGEMENT
The Contractor shall provide the Authorized Purchasing Entities (via self-service in the Contractor’s order and support portal) with an Order receipt acknowledgement within one (1) business day after receipt of Order. The Order receipt acknowledgement shall contain:
a) Product(s) and/or Service plan(s) purchased
b) Contractor order number
c) Customer name, as designated by the Authorized Purchasing Entity d) Bill to address
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
e) Ship to address

8. SHIPMENT CONFIRMATION
The Contractor shall provide a shipment confirmation to the Authorized Purchasing Entity (via self-service in the Contractor’s order and support portal) on the day the Order is shipped. Shipment confirmation shall include, at a minimum:
a) Phone number for new lines, if applicable
b) Electronic Serial Number (ESN), International Mobile Equipment Identity (IMEI), or Mobile Equipment Identifier (MEID), if applicable c) Date shipped
d) Tracking number

9. DELIVERY SCHEDULES
Delivery for Orders placed against this CA Agreement shall be in accordance with the following:
a) Locations
Deliveries are to be made (statewide) to the location specified on the individual Purchase Order, which may include, but not limited to inside buildings, high-rise office buildings, and receiving docks. b) Schedule
The Contractor shall make reasonable efforts to deliver in-stock Products within five (5) business days after order receipt acknowledgement.

10.PACKING SLIP INFORMATION
All shipped Orders shall include a packing slip (via self-service in the Contractor’s order and support portal) with the following information:
a) Customer name, as designated by the Authorized Purchasing Entity b) Ship-to address
c) Contractor Order number
d) Description of items

11.INVOICING
Invoice content will vary depending on the type of Service. Invoices shall include data as defined below for an Authorized Purchasing Entity to validate charges.

The Contractor’s Invoice shall include, at a minimum:
a) Contractor name, address, and telephone number
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
b) Authorized Purchasing Entity Name
c) Invoice number
d) Invoice date
e) Account Number
f) Line-item description
g) Quantity purchased
h) Unit of measure
i) Unit Price
j) Total Non-recurring Charges (NRC)/Total One-Time Charges k) Total Recurring Charges (MRC)/Total Monthly Recurring Charges l) State sales and/or use tax
m) Total Adjustments
n) Total Charges
The Authorized Purchasing Entity’s obligation to make payment pursuant to the contract is subject to services completed and signed off by the Authorized Purchasing Entity and the availability of appropriation funds. Receipt of a Purchase Order under this Participating Addendum is proof of funds for that order.

12.WARRANTY
Equipment is covered by the manufacturer’s consumer warranty that will be passed through to the Customer. The Contractor shall provide manufacturer’s warranty information (terms and conditions, provider, etc.) to the Customer with all Equipment at the time of delivery. The Contractor shall work with the Customer to facilitate Equipment replacement.

13.DAMAGED, DEFECTIVE AND ITEMS SHIPPED IN ERROR
The Contractor shall provide credit and/or replacement for freight-damaged or defective Products within 48 hours after notification by the Authorized Purchasing Entity at no charge. This also includes incorrect Products shipped or an order entry error by the Contractor’s customer service representative. The Contractor cannot require the Authorized Purchasing Entity to deal directly with the manufacturer.

Additionally, the Contractor shall provide the Authorized Purchasing Entities with a prepaid and self-addressed container suitable for the return of the Products.

Authorized Purchasing Entities shall not be assessed restocking fees or any other fees for items trialed and then returned as unacceptable for any reason.

State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023

14.ACTIVATIONS/TERMINATIONS/SUSPENSIONS AND ACCOUNT CHANGES a) Existing Equipment: The Contractor shall activate or suspend Service or make account changes on existing Product(s) and complete requested plan changes within 48 hours of notification by the Authorized Purchasing Entity. The Contractor shall provide the appropriate Authorized Purchasing Entity with an account change or suspension confirmation within 24 hours of a change or suspension request.
b) New Equipment: The Contractor shall allow for Service activation on new equipment promptly following delivery of equipment, excluding activations involving number portability.
c) Emergency Service Activation: In the event of emergency, i.e. State declaration of emergency during a disaster, the Contractor shall (subject to any force majeure rights available to Contractor) make commercially reasonable efforts to activate Products within 24 hours or less after request. d) Temporary Suspension and Reactivation: The Contractor shall suspend or reactivate lines within 48 hours of request. During periods of suspension, the line must not incur any charges and the wireless number must not change, provided that the suspension period does not exceed 90 consecutive calendar days or 180 total days in any year.

15.SERVICE PLAN CHANGES
There shall be no change fees or service plan term extensions when a subscriber changes service plans, unless expressly provided otherwise within the terms and conditions of the service plan(s).

16.PRODUCT RECALL
Authorized Purchasing Entities will be notified if a Master Agreement Product is affected by a product recall. The Contractor will provide notification and instructions on how to return or replace the Product.

17.ACCEPTANCE TESTING PERIOD
Inspection and acceptance will be in accordance with Section 15 of Attachment A (NASPO ValuePoint Master Agreement Terms and Conditions) to the Master Agreement.

State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM1982624 5/18/2023
APPENDIX A-1
GENERAL PROVISIONS – WIRELESS VOICE AND DATA SERVICES
FOR

NASPO PARTICIPATING ADDENDUM FOR LOCAL GOVERNMENT
Revised 12/14/2021
Issued By:

STATE OF CALIFORNIA
California Department of Technology
Statewide Technology Procurement
P.O. BOX 1910
RANCHO CORDOVA, CA 95741
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM 198262 5/18/2023

1. DEFINITIONS 3

2. PURPOSE 6

3. PARTICIPATING ADDENDUM EFFECTIVE DATE 6

4. IRREVOCABLE OFFER 6

5. COMPLETE INTEGRATION 6

6. SEVERABLITY/SURVIVAL CLAUSE 6

7. INDEPENDENT CONTRACTOR 6

8. APPLICABLE LAW 6

9. COMPLIANCE WITH STATUTES AND REGULATIONS 7

10. CONTRACTOR’S POWER AND AUTHORITY 8

11. ASSIGNMENT 9

12. WAIVER OF RIGHTS 9

13. ORDER OF PRECEDENCE 9

14. SUBSTITUTIONS 9

15. SERVICE INTERRUPTIONS 9

16. ENHANCEMENT OF CELLULAR SERVICE 10

17. SAFETY AND ACCIDENT PREVENTION 10

18. INSURANCE 10

19. TERMINATION FOR THE CONVENIENCE OF THE STATE 10

20. TERMINATION FOR DEFAULT 11

21. RIGHTS AND REMEDIES FOR DEFAULT 12

22. LIMITATION OF LIABILITY 12

23. STATEMENT OF ECONOMIC INTERESTS 13

24. ACCESS TO FACILITIES/FACILITIES ACCESS POLICIES 14

25. USE AND ADVERTISING USE OF DATA 14

26. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY 14

27. INDEMNIFICATION 15

28. SERVICE TAXES, FEES, SURCHARGES, AND SURCREDITS 16

29. NEWLY MANUFACTURED EQUIPMENT 17

30. PARTICIPATING ADDENDUM MODIFICATION 17

31. NEWS RELEASES 17

32. SOFTWARE LICENSE 18

33. PROTECTION OF CONTRACTOR FURNISHED PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA 18

34. FUTURE RELEASES 18
State of California PA-2022-WDV-TMUS
Statewide Technology Procurement
T-Mobile – CLM 198262 5/18/2023

35. ENCRYPTION & AUTHORIZATION KEYS 19

36. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY 19

37. EXAMINATION AND AUDIT 21

38. CONTINUING STANDARDS OF PERFORMANCE FOR CONTRACTOR SERVICES 23

39. AVAILABILITY 26

40. DISPUTES 26

41. STOP WORK 27

42. COVENANT AGAINST GRATUITIES 28

43. ASSIGNMENT OF ANTITRUST ACTIONS 28

44. RECYCLING 29

45. CHILD SUPPORT COMPLIANCE ACT 30

46. SET-OFF RIGHTS 30

47. CONTRACTOR PERSONNEL 31

48. CONTRACTOR BUSINESS RELATIONSHIP RESPONSIBILITY 32

49. PROVISIONING OF DELIVERABLES AND SERVICES 32

50. NEED FOR CONTRACTOR SERVICES DUE TO EMERGENCY 32

51. NON-EXCLUSIVE AGREEMENT 33

52. CHARGES 33

53. CONTRACTOR COMMITMENTS AND REPRESENTATIONS 33

54. SERVICE TO PUBLIC ENTITIES AND LOCAL GOVERNMENT AGENCIES 34

55. SERVICE COSTS 34

56. FEDERAL UNIVERSAL SERVICE FUND 34

57. EXISTING EQUIPMENT & TITLE TO EQUIPMENT 35

58. UNLAWFUL USE 35

59. DISENTANGLEMENT (MIGRATION-OUT) 35

60. SUBCONTRACTORS 38

61. SECURITY AND POLICIES 38

62. ELECTRONIC WASTE RECYCLING ACT OF 2003 39

63. USE TAX COLLECTION 39

64. EXPATRIATE CORPORATIONS 39

65. DOMESTIC PARTNERS 39

66. PRIORITY HIRING 40
State of California, Statewide Technology Procurement

1. DEFINITIONS
The following terms shall be given the meaning shown below. "Application Program" means a computer program intended to be executed for the purpose of performing useful work for the user of the information being processed.

Application programs are developed or otherwise acquired by the user of the Hardware/Software system, but they may be supplied by the Contractor. "Authorized Purchasing Entities" means any Local government entities defined as any city, county, city and county, district or other local governmental body empowered to expend public funds for the acquisition of goods. Additional qualifying entities include those that are either entirely 100% tax supported, a local governmental entity with a Joint Powers Agreement (JPA), or a federally recognized Indian Tribe.

State agencies or other state entities are not Authorized Purchasing Entities. "Commercial Software" means Software developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract.
"CA Agreement" or “Contract” means the Master Agreement and the PA, together with all valid Purchase Orders submitted to the Contractor by an Authorized Purchasing Entity. "Contractor" means the business entity with whom the State enters into this Contract.

Contractor shall be synonymous with "supplier", "vendor" or other similar term. "Deliverables" means Equipment (including Cellular Equipment) Services, Software, Information Technology, Telecommunications, Hardware, Documentation and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished incident to the provision of Services.
"Documentation" means manuals and other printed materials necessary or useful to the Authorized Purchasing Entities in its use or maintenance of the Equipment or Software provided hereunder. Manuals and other printed materials customized for the Authorized Purchasing Entities hereunder constitute Work Product if such materials are required by the Purchase Order.

State of California, Statewide Technology Procurement

"Equipment" is an all-inclusive term which refers either to individual machines or to a complete data processing system including its Hardware and Operating Software (if any), and Cellular Equipment.
"Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which prevents the accomplishment of the Equipment's intended function(s). If microcode or Operating Software residing in the Equipment is necessary for the proper operation of the Equipment, a failure of such microcode or Operating Software which prevents the accomplishment of the Equipment's intended functions shall be deemed to be an Equipment Failure.
"Hardware" usually refers to computer Equipment and is contrasted with Software. See also equipment.
"Information Technology" includes, but is not limited to, all electronic technology systems and Services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, Telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce and all related interactions between people and Machines.
"Maintenance" includes: (i) remedial maintenance performed by the Contractor or manufacturer as a of a result of Services, Equipment or Software failure, and which is performed as required, i.e. on an unscheduled basis; or (ii) maintenance performed on a scheduled basis by the Contractor or manufacturer and is designed to keep the Equipment and/or Software in proper operating condition. "Master Agreement" means the Contractor’s State of Utah Cooperative Contract (NASPO ValuePoint Wireless Data, Voice, and Accessories), and any amendments thereto.
"Operating Software" means those routines, whether or not identified as Program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment.
"Participating Addendum" or “PA” means the Participating Addendum under the NASPO ValuePoint Wireless Communication Services and Equipment to which these General Provisions are attached and into which these General Provisions are incorporated. “Purchase Order” has the meaning given to it in the Master Agreement.

State of California, Statewide Technology Procurement

"Services" means any and all Services, including cellular Services required to be performed by the Contractor pursuant to Contract.
"Software" means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including operating software, Programming Aids, Application Programs, and Program Products.
"Software Failure" means a malfunction in the Contractor-supplied Software, other than Operating Software, which prevents the accomplishment of work, even though the Equipment (including its Operating Software) may still be capable of operating properly.

For Operating Software failure, see definition of Equipment Failure. "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California.
"System" means the complete collection of Hardware, Software and Services as described in this Contract, integrated and functioning together, and performing in accordance with this Contract.
"Telecommunications" means to include all Hardware, Software and Service components involved in the secure, efficient and reliable delivery of analog and digital data streams to and/or from government ‘end systems’. Examples of the components that comprise a Telecommunications System are communications links, routers, switches, multiplexers, transmitters, repeaters, and firewalls. The end systems which are interconnected via a telecommunications system include discrete hardware and software elements that accept analog or digital data streams for storage, processing or conversion to an end user. Examples of end systems are servers, telephones, video displays, and handheld computing devices.
“Telecommunications Service” means the providing, allowing, facilitating, or generating of any form of Telecommunication through the use of a Telecommunications device over a Telecommunications system.
“Telecommunications System” means systems, Services or components that: (i) Do not create data except for use by the Telecommunications system or systems used to monitor or manage the Telecommunications system. (ii) Do not store data except transiently for purposes related to network routing, performance optimization or error recovery. (iii) Do not delete or modify data except for purposes related to the reliability, efficiency and security of the Telecommunications Service.

State of California, Statewide Technology Procurement

2. PURPOSE
These General Provisions-Wireless Voice and Data Services are part of the Participating Addendum (“PA”) entered into between the State and the Contractor.

3. PARTICIPATING ADDENDUM EFFECTIVE DATE
The PA (including this Appendix A-1) signed by the Contractor shall not become effective until signed by the Department of Technology (“PA Effective Date”).

4. IRREVOCABLE OFFER
From the date that the Contractor executes the PA (“Signing Date”) until such time as the State executes the PA (but in no event beyond 90 days after the Signing Date), and as such process is further described herein, the PA constitutes the irrevocable, firm offer by the Contractor to provide the Services to the Authorized Purchasing Entities for the charges in accordance with the PA. The PA shall not be binding or of any legal force or effect on the State until the authorized execution of the PA by the California Department of Technology, as provided in Section 3 (Participating Addendum Effective Date).

5. COMPLETE INTEGRATION
The PA, including any documents incorporated herein by express reference (including the Master Agreement referenced in the PA), is intended to be a complete integration and there are no prior, contemporaneous, different, or additional agreements pertaining to the subject matter of the PA.

6. SEVERABLITY/SURVIVAL CLAUSE
If any provision of the PA is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the PA shall remain in full force and effect.

7. INDEPENDENT CONTRACTOR
The Contractor and the agents and employees of the Contractor, in the performance of the PA, shall act in an independent capacity and not as officers or employees or agents of the State or any Authorized Purchasing Entities.

8. APPLICABLE LAW
a) The PA shall be governed by and interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this PA shall be in Sacramento County, Sacramento, California. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts in Sacramento County, Sacramento California. To the extent Services in the PA are subject to the jurisdiction of the State of California, Statewide Technology Procurement

California Public Utilities Commission (CPUC), the CPUC shall have jurisdiction over the PA, and the PA and related Services may be subject to modification from time to time as the CPUC may so order in the exercise of their lawful jurisdiction. The United Nations Convention on Contracts for the International Sale of Equipment shall not apply to the PA.
b) The Contractor, in conducting its business as required by the PA, shall comply with the Communications Act of 1934, as amended (including, but not limited to, the Telecommunications Act of 1996 and subsequent Acts), and as interpreted and applied by the applicable regulatory authorities and courts and any applicable rules, regulations and decisions of the Federal Communications Commission (FCC) and the CPUC.

9. COMPLIANCE WITH STATUTES AND REGULATIONS
a) The State, Authorized Purchasing Entities and the Contractor warrant and certify that in the performance of the PA, they will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California. The Contractor agrees to indemnify the State and Authorized Purchasing Entities against any loss, cost, damage or liability by reason of the Contractor’s violation of this provision.
b) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that: (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at their own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the Department of Technology shall have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.

State of California, Statewide Technology Procurement

d) To the extent that the PA falls within the scope of Government Code section 11135, the Contractor hereby agrees to respond to and resolve any complaint brought against the Contractor pursuant to this section.
e) In the event that any term or action required in the PA requires a regulatory filing, the Contractor shall make such filing and such action and/or term shall, to the extent applicable, be made effective pursuant to the rules of the FCC and/or the CPUC. To the extent applicable, the Contractor shall make the appropriate FCC filing in a timely manner with the rates being effective consistent with FCC requirements.
f) In addition to the foregoing, the Contractor shall, after execution of the PA, make all necessary regulatory filings.

10.CONTRACTOR’S POWER AND AUTHORITY
a) The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State and Authorized Purchasing Entities harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State and Authorized Purchasing Entities under the PA. b) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at their own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the Department of Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.

State of California, Statewide Technology Procurement

11.ASSIGNMENT
The PA shall not be assignable by the Contractor in whole or in part without the written consent of the State. The State’s consent shall not be unreasonably withheld or delayed.

For the purpose of this paragraph, the State will not unreasonably prohibit the Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder.

12.WAIVER OF RIGHTS
Any action (other than an express written waiver) or inaction by the State and Authorized Purchasing Entities or the failure of the State and Authorized Purchasing Entities on any occasion, to enforce any right or provision of the PA, shall not be construed to be a waiver by the State of its rights hereunder and shall not prevent the State and Authorized Purchasing Entities from enforcing such provision or right on any future occasion. The rights and remedies of the State and Authorized Purchasing Entities herein are cumulative and are in addition to any other rights or remedies that the State and Authorized Purchasing Entities may have at law or in equity.

13.ORDER OF PRECEDENCE
In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute the CA Agreement, the following order of precedence shall apply:
1) The PA including the General Provisions - Wireless Voice and Data Services. 2) The NASPO Master Agreement (Master Agreement), and any attachments thereto.
3) Purchase Order and related ordering documents such as Work Authorizations (subject to Section 4 of the PA).

14.SUBSTITUTIONS
Substitution of Deliverables may not be tendered without five (5) days advance written consent of the Authorized Purchasing Entities. The Contractor shall not use any specification in lieu of those contained in the PA without written consent of the Authorized Purchasing Entities.

15.SERVICE INTERRUPTIONS
The Contractor’s liability for Service interruptions, if any, shall be limited to credit out of allowances provided for in the Master Agreement.

State of California, Statewide Technology Procurement

16.ENHANCEMENT OF CELLULAR SERVICE
The Authorized Purchasing Entities must obtain the Contractor’s prior approval (which Contractor may withhold in its sole discretion) and written agreement before they may install, deploy or use any regeneration equipment or similar mechanism (for example, a repeater) to originate, amplify, enhance, retransmit or regenerate Cellular Service.

17.SAFETY AND ACCIDENT PREVENTION
In performing work on Authorized Purchasing Entities premises, the Contractor shall conform to any specific safety requirements required by law or regulation. The Contractor may consider any additional precautions as reasonably requested by the Authorized Purchasing Entities for safety and accident prevention purposes.

18.INSURANCE
The Contractor shall maintain all commercial general liability insurance, workers’ compensation insurance and any other insurance required under the Master Agreement.

19.TERMINATION FOR THE CONVENIENCE OF THE STATE
a) The State may terminate this Contract for convenience if the Deputy Director, Department of Technology, Statewide Technology Procurement, or designee, determines that a termination is in the State’s interest. The Deputy Director, Department of Technology, Statewide Technology Procurement, or designee, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, such date not to be earlier than thirty (30) days from the date the notice is delivered. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall:
i. Stop work as specified in the Notice of Termination (except as required by any Disentanglement/Migration-Out Services).
ii. Place no further subcontracts for materials, Services, or facilities, except as necessary to complete the continuing portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts.

State of California, Statewide Technology Procurement

c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State.

The Contractor shall submit the proposal promptly, but no later than ninety (90) days after the effective date of termination, unless a different time is provided in the Notice of Termination.
d) The Contractor and the State may agree upon the whole or any part of the amount to be paid as requested under subsection c) above. e) Unless otherwise specified, upon the termination for convenience, the State shall have no obligation to pay the Contractor any amount other than in accordance with the terms of the this Contract the agreed upon price for Deliverables accepted by the State, adjusted for any savings on freight and other charges plus any unrecovered amortized capital costs originally identified in writing by the Contractor and approved in advance by the State, calculated using Generally Accepted Accounting Principles.

20.TERMINATION FOR DEFAULT
Unless otherwise specified in the Contract:
a) The State may, subject to the clause titled “Force Majeure”, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
i. Deliver the Deliverables or perform the Services within the time specified in the Contract or any amendment thereto;
ii. Make progress, so that the lack of progress endangers performance of this Contract; or
iii. Perform any of the material provisions of this Contract. b) The State’s right to terminate this Contract under subsection a) above, may be exercised if the failure constitutes a material breach of this Contract and if the Contractor does not cure such failure within the time frame stated in the State’s cure notice, which in no event will be less than thirty (30) days. c) If, after termination, it is determined by a final decision that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. d) Both parties, State and the Contractor, upon any termination for default, have a duty to mitigate the damages suffered by it.

State of California, Statewide Technology Procurement

e) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract, and are subject to the clause titled “Limitation of Liability”.

21.RIGHTS AND REMEDIES FOR DEFAULT
a) In the event any Deliverables furnished or Services provided by the Contractor in the performance of the PA should fail to conform to the requirements herein, the Authorized Purchasing Entities may reject the same, and it shall become the duty of the Contractor to reclaim and remove the Deliverables promptly, including by providing the Authorized Purchasing Entities with appropriate instructions for returning the Equipment, or to correct the performance of the Services, without expense to the Authorized Purchasing Entities, and promptly replace or re-perform all such rejected Deliverables or Services, as applicable, with others conforming to the Contract.
b) In addition to any other rights and remedies, the Authorized Purchasing Entities may require the Contractor, at the Contractor’s expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any direct damages sustained by the Authorized Purchasing Entities in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. d) The Authorized Purchasing Entities reserves the right to offset the reasonable cost of all direct damages caused to the Authorized Purchasing Entities against any outstanding invoices or amounts owed to the Contractor or to make a claim against the Contractor therefore.

22.LIMITATION OF LIABILITY
a) Except as may be otherwise approved by the California Department of Technology, Chief Technology Officer or designee, and subject to subsection b) below, the Contractor’s liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall be limited to the Purchase Price. For purposes of this subsection a), “Purchase Price” will mean the aggregate PA price; except that, with respect to a Contract under which multiple Purchase Orders will be issued (e.g., a Master Agreement or Multiple Award Schedule contract), “Purchase Price” will mean the total price of the Purchase Order for the Deliverable(s) or Service(s) that gave rise to the loss, State of California, Statewide Technology Procurement

such that the Contractor will have a separate limitation of liability for each Purchase Order.
b) The foregoing limitation of liability shall not apply (i) to any liability under the Section 9 (Compliance with Statutes and Regulations) (ii) to liability under Section 38 (Patent, Copyright, and Trade Secret Indemnity) or to any other liability (including without limitation indemnification obligations) for infringement of third party intellectual property rights; (iii) to claims covered by any specific provision herein calling for liquidated damages; (iv) to claims arising under provisions herein calling for indemnification for third party claims against the State or Authorized Purchasing Entities for bodily injury to persons or damage to real or tangible personal property caused by the Contractor’s negligence or willful misconduct; (v) to costs or attorney’s fees that the State or Authorized Purchasing Entities becomes entitled to recover as a prevailing party in any action, or (vi) to direct costs of mitigation, remediation and/or notification obligations resulting from any data breach.
c) Nothing herein shall be construed to waive or limit the State’s sovereign immunity or any other immunity from suit provided by law.
d) In no event will either the Contractor or the State or Authorized Purchasing Entities be liable for consequential, incidental, indirect, special, or punitive damages, even if notification has been given as to the possibility of such damages, except (i) to the extent that the Contractor’s liability for such damages is specifically set forth in the Purchase Order or (ii) to the extent that the Contractor’s liability for such damages arises out of subsection b)(i), b)(ii), or b)(iv) above.

23.STATEMENT OF ECONOMIC INTERESTS
As applicable, consultants can be categorized as a public official for purposes of adherence to Conflict of Interest laws and the filing of a Statement of Economic Interests (Form 700). As such, upon award and prior to beginning work, and on an annual basis, the consultant's staff and/or subcontractors (as applicable) engaged in performing the Services described in the PA are required to complete and submit a Form 700 to the State of California. To acquire an exemption from this requirement, consultant must submit a request to the Department of Technology, Statewide Technology Procurement explaining the basis for the request and the staff or subcontractor staff to be excluded on that basis. Form 700 and instructions can be accessed at the California Fair Political Practices Commission website, http://www.fppc.ca.gov.

State of California, Statewide Technology Procurement

24.ACCESS TO FACILITIES/FACILITIES ACCESS POLICIES
a) The Authorized Purchasing Entities acknowledge that the Contractor or its employees and/or subcontractors (collectively the “Contractor Personnel”) may work closely with the Authorized Purchasing Entities to implement and perform the Services by working on the premises of participating Authorized Purchasing Entities. b) The Authorized Purchasing Entities will ensure that Contractor Personnel have access to Authorized Purchasing Entities’ Locations as reasonably necessary for the Contractor to provide the Services for which the Contractor is responsible. c) Contractor Personnel will coordinate with the Authorized Purchasing Entities as necessary to obtain access to Authorized Purchasing Entities’ Locations to perform the Services, or to perform other obligations as contained herein. d) If, as part of Authorized Purchasing Entities’ agency or standard policies and procedures regarding the Contractors working onsite, Authorized Purchasing Entities may require Contractor Personnel to comply with the Authorized Purchasing Entities standard access policies, prior to placing an order, that requires access to Authorized Purchasing Entities’ Locations (“Standard Access Agreements”), the Authorized Purchasing Entities will: (i) provide a copy of or an URL link to such Standard Access Agreements to the Contractor in advance of placing any order that requires access to the Authorized Purchasing Entities’ Locations, or (ii) copies or references to Standard Access Agreements already executed by the Contractor that apply, if any, with a statement that those are still applicable to Contractor Personnel.

25.USE AND ADVERTISING USE OF DATA
The Contractor or its third party providers are not authorized to use, sell, resell, package or repackage or publicly display any information deemed by the Authorized Purchasing Entities as confidential, sensitive or personal information pursuant to the PA language or Authorized Purchasing Entities data without written express approval of the Authorized Purchasing Entities. This restriction includes key word searching or data mining of Authorized Purchasing Entities data.

26.CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY a) Except to the extent arising out of an Authorized Purchasing Entities Representative’s (as defined below) own negligence, the Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the Authorized Purchasing Entities, employees of the Authorized State of California, Statewide Technology Procurement

Purchasing Entities, persons designated by the Authorized Purchasing Entities for training, or any other person(s) other than agents or employees of the Contractor, designated by the Authorized Purchasing Entities for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Contractor’s site or at the Authorized Purchasing Entities’ place of business, provided that the injury or damage was caused by the fault, negligence, or willful misconduct of the Contractor.

The Contractor shall not be liable for damages solely arising out of or caused by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract.
b) The Contractor shall not be liable for damages solely arising out of or caused by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract.

27.INDEMNIFICATION
The Contractor agrees to indemnify, defend and hold harmless the State and Authorized Purchasing Entities, its officers, agents and employees from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, to the extent resulting from the willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work, Deliverables, Services, materials, or supplies in connection with the performance of this Contract. Such defense and payment will be conditional upon the following:
a) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time (but no delay or failure to so notify the Contractor shall relieve it of its obligations under the PA except to the extent that Contractor has suffered actual prejudice by such delay or failure); and
b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation State of California, Statewide Technology Procurement

might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the California Department of Technology shall have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.

28.SERVICE TAXES, FEES, SURCHARGES, AND SURCREDITS
a) The Authorized Purchasing Entities shall be subject to Service taxes, fees, surcharges, and surcredits that are mandated by the government of the State of California (including the CPUC), and the federal government (including the FCC), as applicable. The Authorized Purchasing Entities shall be subject to Service taxes, fees, surcharges and surcredits mandated by the State and federal governments, and also as mandated by California local government jurisdictions and political subdivisions, as applicable. Mandates in effect at the time of award and as hereafter mandated may be recovered from Authorized Purchasing Entities of the applicable Service.
b) The Authorized Purchasing Entities reserves the right to verify, and if necessary, challenge the Contractor and the applicable regulatory authority, the application by the Contractor of Service taxes, fees, surcharges, and surcredits referred to in subsection a) above. Should the Authorized Purchasing Entities consider the application of such items to be inappropriate, the Authorized Purchasing Entities and the Contractor shall meet and confer regarding the applicability of such items. If thereafter a dispute exists regarding the proper application of such items, the parties may resolve such disputes in accordance with Section 40, Disputes.

Either party may seek guidance or clarification from the applicable regulatory authority regarding the appropriate application of such items. If the application of such items is deemed inappropriate by the regulatory authority, the Contractor shall cease and/or revise the application of such items and, if appropriate, issue retroactive credits to the impacted Authorized Purchasing Entities.

State of California, Statewide Technology Procurement

c) All charges under the PA are exclusive of applicable federal, state and local sales, use, excise, utility, and gross receipt taxes, other similar tax-like charges and surcharges. The Authorized Purchasing Entities will provide the Contractor the tax exemption certificates that comply with the requirements of the Internal Revenue Code and Regulations (i.e., see Internal Revenue Regulations section 49.4253-11 and IRS Publication 510 or their current equivalent versions). The Contractor agrees to exempt all Entities from federal excise taxes and E-9-1-1 taxes, all as applicable, promptly after the date the Contractor receives a duly authorized and valid exemption certificate. The Contractor agrees, for the purpose of federal exemption, that the State will act as the authorized agent for the PA in submitting exemption requests on behalf of all Authorized Purchasing Entities.

The Contractor shall be authorized to include as a separate line item a charge for reimbursement of sales tax or use tax expense that is incurred with respect to a sale of handsets, accessories, or other tangible property to Authorized Purchasing Entities, and the Authorized Purchasing Entities shall pay such sales tax or use tax reimbursement charge to the Contractor.

29.NEWLY MANUFACTURED EQUIPMENT
Except where requested by the Authorized Purchasing Entity or when Equipment is provided as a warranty replacement, all Equipment furnished under the PA shall be newly manufactured Equipment or certified as new and warranted as new by the manufacturer; used or reconditioned Equipment is prohibited, unless otherwise specified.

30.PARTICIPATING ADDENDUM MODIFICATION
a) No amendment or variation of the terms of the PA shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the PA is binding on any of the parties. b) Any change to the Contractor’s name will require a PA amendment. The State, upon notification and receipt of legal documentation indicating the name change from the Contractor, will process the required amendment, assuming no other change has been made to the business entity.

31.NEWS RELEASES
Any news releases, endorsements, advertising, and social media content pertaining to the PA shall not be made without prior written approval of the California Department of Technology and the applicable Authorized Purchasing Entity.

State of California, Statewide Technology Procurement

32.SOFTWARE LICENSE
Unless otherwise specified in the Purchase Order, the Contractor hereby grants to the Authorized Purchasing Entities and the Authorized Purchasing Entities accepts from the Contractor, subject to the terms and conditions of this Contract, a royalty-free, nonexclusive right to the use of Software Products in this Contract. The Authorized Purchasing Entities may use the Software Products only in connection with the use of the Service and according to the licensing terms specified in the Contract. Acceptance of the Software (including any click-to-accept (Click Wrap) third party Commercial Software/EULAs associated with Services sold under this Contract) will be governed by the terms and conditions of this Contract.

33.PROTECTION OF CONTRACTOR FURNISHED PROPRIETARY SOFTWARE AND OTHER

PROPRIETARY DATA
a) The Authorized Purchasing Entities agree that all material appropriately marked or identified in writing as proprietary, and furnished by the Contractor hereunder are provided for the Authorized Purchasing Entities exclusive use for the purposes of the PA only. All such proprietary data shall remain the property of the Contractor.

The Authorized Purchasing Entities agree to take all reasonable steps to insure that such proprietary data are not disclosed to others, without prior written consent of the Contractor, subject to the California Public Records Act. b) The Authorized Purchasing Entities will insure, prior to disposing of any Contractor furnished media, that any licensed materials contained thereon have been erased or otherwise destroyed.
c) The Authorized Purchasing Entities agree that they will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to the Contractor furnished licensed software and other proprietary data to satisfy its obligations in the PA with respect to use, copying, modification, protection and security of proprietary software and other proprietary data.

34.FUTURE RELEASES
Unless otherwise specifically provided in the Purchase Order, if improved versions, e.g., patches, bug fixes, updates or releases, of any Software Product are developed by the Contractor, and are made available to other licensees, they will be made available to the Authorized Purchasing Entities at no additional cost. If the Contractor offers new versions or upgrades to the Software Product, they shall be made available to the Authorized Purchasing Entities at the Authorized Purchasing Entities option at a price no greater than the Master Agreement price plus a price increase proportionate to the State of California, Statewide Technology Procurement

increase from the list price of the original version to that of the new version, if any. If the Software Product has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the Contractor in good faith.

35.ENCRYPTION & AUTHORIZATION KEYS
Upon initiation of Service, the Contractor, where applicable, shall provide all encryption and authorization keys required by the Authorized Purchasing Entities to operate or access the Software Products, Services or Equipment.

36.PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY
a) The Contractor will indemnify, defend, and hold harmless the State and Authorized Purchasing Entities, its officers, agents and employees, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product, equipment or service provided hereunder. With respect to claims arising from Equipment or Software manufactured by a third party and sold by the Contractor, pursuant to this Contract, the Contractor will pass through to the State and Authorized Purchasing Entities such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, the Contractor will provide the State and Authorized Purchasing Entities with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this section. The provisions of the preceding sentence apply only to third party Equipment or Software sold as a distinct unit and accepted by the State and Authorized Purchasing Entities. Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this subsection will be conditional upon the following:
i. The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and
ii. The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that: (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized State of California, Statewide Technology Procurement

Purchasing Entities may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (b) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the California Department of Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (c)the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations. b) Should the Deliverables (including any Software or Equipment) or Cellular Service, or the operation thereof, become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, the State and Authorized Purchasing Entities shall permit the Contractor, at its option and expense either (i) to procure for the State and Authorized Purchasing Entities the right to continue using the Deliverables or Cellular Service (ii) to replace or modify the same so that they become noninfringing or (iii) discontinue Cellular Service to the infringing lines and refund any amounts prepaid by the State and Authorized Purchasing Entities for such Service for the period after the State and Authorized Purchasing Entities cease use of the Deliverables or Cellular Service. If none of these options can reasonably be taken, or if the use of such Deliverables or Service by the State and Authorized Purchasing Entities shall be prevented by injunction, the Contractor agrees to take back such Deliverables and make every reasonable effort to assist the State and Authorized Purchasing Entities in procuring substitute Deliverables. If in the reasonable, good faith opinion of the State and Authorized Purchasing Entities, the return of such infringing Deliverables makes the retention of other Deliverables or the use of Services acquired from the Contractor under the PA impractical, the State and Authorized Purchasing Entities shall then have the option of terminating such PAs or applicable Purchase Order thereof, without penalty or termination charge. The Contractor agrees to take back such Deliverables and refund any sums the State and Authorized Purchasing Entities has paid the Contractor less any reasonable amount for use or damage.
c) The Contractor shall have no liability to the State and Authorized Purchasing Entities under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:

State of California, Statewide Technology Procurement

i. The combination or utilization of Cellular Service furnished hereunder with Equipment, Software, or devices not provided or made available by the Contractor; or,
ii. The operation of Equipment furnished by the Contractor under the control of any operating software other than, or in addition to, the current version of Contractor or manufacturer-supplied operating software; or iii. The unauthorized modification by or on behalf of the State and Authorized Purchasing Entities of the Equipment or Software furnished hereunder; or iv. Any illegal or unauthorized use of the Cellular Service; or v. The Authorized Purchasing Entities continuance of an infringing activity after being notified thereof; or
vi. Any negligent or willful act or omission by or attributable to the Authorized Purchasing Entities.
d) The Contractor certifies that it has appropriate systems and controls in place to ensure that Authorized Purchasing Entities funds will not be used in the performance of the PA for the acquisition, operation, or maintenance of Software or Equipment in violation of U.S Intellectual Property laws.

37. EXAMINATION AND AUDIT
Unless otherwise specified in the Purchase Order:
a) Without limiting any examination or audit rights, or other rights of the State and Authorized Purchasing Entities set forth in the Contract, the Contractor agrees that the State and Authorized Purchasing Entities, or its designated representative, shall have the right, to audit, review and copy any records and supporting documentation pertaining to performance of and invoicing under this Contract.

The Contractor agrees to maintain such records for possible audit for a minimum of four (4) years after final payment and five (5) years for Federal Universal Service Fund (“E-rate”) funded projects, unless a longer period of records retention is stipulated or required by law. The Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees or others who might reasonably have information related to such records. The State and Authorized Purchasing Entities agrees to take all reasonable steps to ensure that such information is not disclosed to third parties, subject to the California Public Records Act or other lawful process (e.g. in response to a subpoena).

State of California, Statewide Technology Procurement

b) For avoidance of doubt, audits may include those conducted by personnel of the State and Authorized Purchasing Entities, or its designated representative, in performance of PA oversight responsibilities in reviewing invoices, monthly fiscal management and/or other required reports, as well as the application of Service taxes, fees, surcharges and surcredits on invoices.
c) Subject to the Disputes clause, if an audit reveals that the Contractor has overcharged the State and Authorized Purchasing Entities for Service(s) during the period to which the audit relates, then the Contractor shall promptly refund such overcharges to the State and Authorized Purchasing Entities as appropriate, and, if the amount of the overcharge (offset by any undercharges revealed by such audit) is more than five percent (5%) of the Contractor’s charges to the State and Authorized Purchasing Entities for such Service(s) for such period, the reasonable cost of such audit (including any imputed costs of State and Authorized Purchasing Entities for audits performed by the State and Authorized Purchasing Entities itself) shall be borne by the Contractor.
d) If any audit reveals an inadequacy or insufficiency of the Contractor’s performance, including performance in connection with any security obligations of the Contractor as set forth in this Contract, the Contractor shall promptly develop and provide to the State and Authorized Purchasing Entities, for approval, a reasonable and detailed corrective action plan and promptly thereafter implement such plan in accordance with its terms. In addition, the cost of such audit, and subsequent related audits or audit activity, shall be borne by the Contractor in the event that: (i) the State and Authorized Purchasing Entities specifically identifies a particular deficiency with respect to the Contractor’s performance of any particular Service; and (ii) The Contractor either denies or fails to cure such identified deficiency within thirty (30) calendar days. Further, the Contractor agrees to include an equivalent right of the State and Authorized Purchasing Entities to audit records and interview staff in any subcontract related to performance of and invoicing under this Contract.
e) Notwithstanding anything to the contrary in this section, the State and Authorized Purchasing Entities or any auditing body or its designated representative, agrees that it will not exercise the audit rights described in this section more than once per calendar year, however, any follow-up reviews or other investigations related to an audit initiated under this section may be conducted at any time and upon reasonable notice.

State of California, Statewide Technology Procurement

f) Where the Contractor conducts an internal audit of the Contractor’s performance under the PA which shows any significant failures by the Contractor to meet its obligations hereunder, the Contractor shall provide to the State and Authorized Purchasing Entities a written summary describing in reasonable detail such findings of such internal audit. If the Contractor determines at any time that it has overcharged any Authorized Purchasing Entities, then the Contractor shall promptly provide to the applicable Authorized Purchasing Entities a credit equal to the amount of such overcharge plus interest from the date of the Contractor’s receipt of such overcharge at a rate which is consistent with the rate provided in the California Prompt Payment Act, Government Code section 927 et seq. g) The Contractor agrees that (i) the State or its designees will have the right to obtain, copy and review all billing records of public or local government entities purchasing under this PA; and (ii) the State and Authorized Purchasing Entities may forward audit results showing call rate discrepancies to the CPUC.

38.CONTINUING STANDARDS OF PERFORMANCE FOR CONTRACTOR SERVICES Unless otherwise specified in the Purchase Order:
a) Applicability:

The Contractor agrees that subsequent to completion of the successful performance period and acceptance of the Services by the Authorized Purchasing Entities, the Contractor will comply with the availability and/or performance requirements and criteria established in the PA throughout the full PA Term, including any extensions.
b) Causes and Effects of Contractor Service Malfunctions:
i. The Authorized Purchasing Entities recognize that Equipment failures do occur, and that software is not infallible. Moreover, the Authorized Purchasing Entities concedes that conditions external to Equipment may cause it to fail, particularly environmental conditions, that are outside the Equipment design operating parameters. The Authorized Purchasing Entities agree, therefore, that unsatisfactory Contractor Service performance which is outside the control of the Contractor will not be considered in a determination of the level of performance.
ii. In the event the Contractor’s Service failure or unsatisfactory performance is a result of factors external to the PA, the Contractor agrees to make appropriate recommendations to the Authorized Purchasing Entities in order that such State of California, Statewide Technology Procurement

external factors may be corrected to preclude future problems of a similar nature. Within five (5) business days after such failure occurs, the Contractor shall meet and confer with the Authorized Purchasing Entities regarding appropriate next steps, which may include preparation, for the Authorized Purchasing Entities review, comment and approval, of a milestone-based action plan making such recommendations and corrections described in the preceding sentence.
iii. In the event that the precise cause of a failure cannot be readily determined, both the Authorized Purchasing Entities and the Contractor shall continue to research the situation until the probable cause has been identified or until agreement is reached that the probable cause cannot be identified. Within five (5) business days after such failure occurs (or such other timeframe specified in the solicitation), the Contractor shall meet and confer with the Authorized Purchasing Entities regarding appropriate next steps, which may include preparation, for the Authorized Purchasing Entities review, comment and approval, of a milestone-based action plan for researching the probable cause of the failure.
c) Levels of Performance Required
The Contractor shall perform the Deliverables or Services at the levels of quality, completeness, accuracy, timeliness, responsiveness and efficiency that are consistent with the accepted industry standards or Service Level Agreements applicable to the performance of such Deliverables and the Services or, if higher, the levels of the same received by the Authorized Purchasing Entities prior to the Effective Date and as set out in applicable Service performance exhibits or the Purchase Order, agreed upon by the parties and incorporated into the Contract.

Without limiting the foregoing or other obligations of the Contractor, for those Deliverables, requirements, and Services for which the Purchase Order specifies a particular Service level, the Contractor shall provide all Deliverables, requirements, and Services at levels at least in accordance with such Service levels. d) Remedies for Unacceptable Levels of Performance
The remedies provided in this section shall be in addition to any remedies regarding Warranty. If a Contractor Deliverable, requirement, or Service does not meet the minimum level of performance as set forth in the Purchase Order, the remedy or process for correction set forth in the Purchase Order will be followed by the parties. If the specific Deliverable or Service has no remedy or process for State of California, Statewide Technology Procurement

correction set forth in the Purchase Order, Authorized Purchasing Entities shall promptly notify the Contractor in writing of such unacceptable performance and the impact on the Authorized Purchasing Entities, and the Contractor shall promptly initiate action to remedy the unsatisfactory performance. The Contractor shall, at its option, take one or more of the following actions to correct the situation:
i. Provide on-site Contractor personnel for analysis of the problem; ii. Replace the faulty Equipment, Deliverable or Service; iii. Provide substitute Equipment, Deliverable or Service satisfactory to the Authorized Purchasing Entities;
iv. Modify the Equipment, Deliverable or Service; or
v. Take any other action with which the Authorized Purchasing Entities concurs.

If the Contractor fails to correct an unacceptable level of performance with respect to any Equipment, Deliverable, or Service to the requirements of the PA during the thirty (30) calendar days following receipt of written notice from the Authorized Purchasing Entities (or such other timeframe specified in the Contract), the Authorized Purchasing Entities and the Contractor can mutually agree to extend the time to a specified date. If the Contractor fails to correct the situation to the satisfaction of the Authorized Purchasing Entities by the end of the specified time period, then, without limiting any other remedy specified in the Contract, the Authorized Purchasing Entities may (i) secure replacement Equipment, Deliverables or Services with the Contractor responsible for payment of Costs to Cover, and/or (ii) terminate that portion of the Purchasing Order relating to the deficient equipment, Deliverable, Requirement, or Service. The above-described remedies are not intended to constrain either party from any other action mutually agreed to by the Contractor and the Authorized Purchasing Entities as being more appropriate or to limit any of the Authorized Purchasing Entities other rights and remedies under this Contract, at law or in equity, including the exercise of Section 46 (Set-Off Rights).
e) Replacement or Substitution of Equipment by the Contractor If the Contractor, in an attempt to improve the level of performance, replaces or substitutes Equipment or Service that meets all of the PA requirements, such replacement or substitution shall be at no cost to the Authorized Purchasing Entities.
f) Review of Performance
State of California, Statewide Technology Procurement

The Contractor's performance will be periodically evaluated in accordance with the Service levels for each Service delivered throughout the term of this Contract.

In accordance with the California Government Code, the Contractor performance evaluation will be completed within the guidelines of the State Administrative Manual.

39.AVAILABILITY
a) If at any time after award of this Contract, the Contractor becomes unable to provide any part of its contracted Services, the Contractor must, within ten (10) Business Days, notify the Authorized Purchasing Entities in writing to seek a potential resolution, and if appropriate, propose a replacement of those Services which it can no longer provide. The replacement must be at no cost to the Authorized Purchasing Entities, and shall be materially equivalent to or exceed the proposed Service which was previously offered and accepted by the Authorized Purchasing Entities in the Contractor’s Final Bid or awarded Contract. b) The Authorized Purchasing Entities reserve the sole right to determine if the proposed replacement is acceptable. An inability to provide a Mandatory requirement may be grounds for PA termination in whole or in part.

40.DISPUTES
Unless otherwise specified in the Contract:
a) The parties shall deal in good faith and attempt to resolve potential disputes informally.
b) If the dispute persists, the Contractor shall submit to the Authorized Purchasing Entities’ Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this PA. The Contractor’s written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the applicable Purchase Order, the Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Purchase Order adjustment for which the Contractor believes the Authorized Purchasing Entities are liable. The Authorized Purchasing Entities’ Director or designee shall have thirty (30) days after receipt of the Contractor’s written demand invoking this Section 42 (Disputes) to render a written decision. If a written decision is not rendered within thirty (30) days after State of California, Statewide Technology Procurement

receipt of the Contractor’s demand, it shall be deemed a decision adverse to the Contractor’s contention.
c) If the Contractor is not satisfied with the decision of the Authorized Purchasing Entities’ Director or designee, the Contractor may appeal the decision, in writing, within fifteen (15) days of its issuance (or the expiration of the thirty (30) day period in the event no decision is rendered by the Authorized Purchasing Entities, to the Department of Technology, Statewide Technology Procurement Deputy Director or designee, who shall have thirty (30) days to render a final decision. If the Contractor does not appeal the decision of the Authorized Purchasing Entities’ Director or designee, the decision shall be conclusive and binding regarding the dispute and the Contractor shall be barred from commencing an action in court. d) Pending the final resolution of any dispute arising under, related to or involving this PA, the Contractor agrees to diligently proceed with the performance of the applicable Purchase Order.
e) Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Department of Technology Statewide Technology Procurement Deputy Director or designee if an appeal was made. If Department of Technology Statewide Technology Procurement Deputy Director or designee fails to render a final decision within thirty (30) days after receipt of the Contractor’s appeal for a final decision, it shall be deemed a final decision adverse to the Contractor’s contentions. The State’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within ninety (90) days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

41.STOP WORK
a) The Authorized Purchasing Entities may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by the applicable Purchase Order for a period of forty-five (45) days after the Stop Work Order is delivered to Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage. Within a period of forty-five State of California, Statewide Technology Procurement

(45) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Authorized Purchasing Entities shall either: (i) Cancel the Stop Work Order; or (ii) Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of the PA.
b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The Authorized Purchasing Entities shall make an equitable adjustment in the delivery schedule, the Purchase Order price, or both, and the Purchase Order shall be modified, in writing, accordingly, if: (i) The Stop Work Order results in an increase in the time required, or in the Contractor’s cost properly allocable to the performance of any part of this Contract; and (ii) The Contractor asserts its right to an equitable adjustment within sixty (60) days after the end of the period of work stoppage; provided, that if the Authorized Purchasing Entities decides the facts justify the action, the Authorized Purchasing Entities may receive and act upon a proposal submitted at any time before final payment under this Contract. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State and Authorized Purchasing Entities shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause.

42.COVENANT AGAINST GRATUITIES
The Contractor represents and warrants to the State that no gratuities (in the form of entertainment, gifts or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the PA or securing favorable treatment with respect to any determinations concerning the performance of the PA. For breach or violation of this representation and warranty, the State shall have the right to terminate the PA, either in whole or in part. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or equity.

43.ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Government Code sections 4552, 4553, and 4554, the following provisions are incorporated herein:

State of California, Statewide Technology Procurement

a) In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with section 16700, or Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Equipment, material and other items, or Services by the supplier of sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier. b) If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (i) The assignee has not been injured thereby, or (ii) The assignee declines to file a court action for the cause of action.

44.RECYCLING
The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code section 12200 -12209, in products, materials, Equipment, or supplies offered or sold to the State that fall under any of the statutory categories regardless of whether the product meets the requirements of section 12209.

The certification shall be provided by the Contractor, even if the product or good contains no postconsumer recycled material, and even if the postconsumer content is unknown. With respect to printer or duplication cartridges that comply with the requirements of section 12156(e), the certification required by this subsection shall specify that the cartridges so comply (Public Contract Code section 12205(b)(2)). A state agency contracting officer may waive the certification requirements if the percentage of postconsumer material in the products, materials, Equipment, or supplies can be verified in a written advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet web site. The Contractor is to use, to the State of California, Statewide Technology Procurement

maximum extent economically feasible in the performance of the PA work, recycled content products (Public Contract Code section 12203(d)).

45.CHILD SUPPORT COMPLIANCE ACT
For any PA in excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code section 7110, that:
a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

46.SET-OFF RIGHTS
Notwithstanding anything to the contrary in this Contract, and in addition to the other rights of the State and/or the applicable Authorized Purchasing Entities hereunder with respect to disputing invoices or withholding amounts, the State and/or the Authorized Purchasing Entities, in its sole discretion, may set off against any and all amounts otherwise payable to the Contractor pursuant to any of the provisions of this Contract:
(i) any and all amounts claimed by the State and/or the Authorized Purchasing Entities in good faith to be owed by the Contractor to the State and/or the Authorized Purchasing Entities to any of the provisions of this Contract; and (ii) any and all amounts that the State and/or Authorized Purchasing Entities believes in good faith that it does not owe to the Contractor pursuant to any of the provisions of this Contract. Within twenty (20) calendar days after any such set-off by the State and/or applicable Authorized Purchasing Entities, the State and/or applicable Authorized Purchasing Entities shall provide the Contractor with a written accounting of such set-off, a written statement of the reasons therefore, and a reasonable opportunity to meet and discuss the claimed set-off. In the event the Contractor does not agree with the set-off applied, the Contractor or Authorized Purchasing Entities may contact the State to seek equitable resolution or exercise its rights under applicable law.

State of California, Statewide Technology Procurement

47.CONTRACTOR PERSONNEL
a) When the Contractor needs access to Authorized Purchasing Entities’ premises to perform the required Services under this Contract, the Contractor personnel shall perform their duties during Authorized Purchasing Entities’ regular work days and normal work hours, except as may be specifically agreed to otherwise by the Authorized Purchasing Entities and the Contractor.
b) The Authorized Purchasing Entities reserve the right to disapprove the continuing assignment of the Contractor personnel working on Authorized Purchasing Entities’ premises. If the Authorized Purchasing Entities exercise this right, and the Contractor cannot immediately replace the disapproved personnel, the Authorized Purchasing Entities agree to an equitable adjustment in schedule or other terms that may be affected hereby.
c) The Contractor will make every effort consistent with sound business practices to honor the specific, commercially reasonable request of the Authorized Purchasing Entities with regard to assignment of its employees; however, subject to the above paragraph and the paragraph below, the Contractor reserves the sole right to determine the assignment of its employees. If a Contractor employee is unable to perform due to illness, resignation, or other factors beyond the Contractor's control, the Contractor will make reasonable effort to provide suitable substitute personnel.

The Contractor represents that the individuals designated as PA Contact in the PA are, and promises that any subsequent PA Contact shall be, experienced professionals, possessing the appropriate knowledge, skills, and expertise to perform properly their assigned duties. The Contractor may transfer or terminate PA Contact at any time in the event the needs of the Contractor’s business support a transfer, or the individual is eligible for a promotion or other positive type of employment opportunity, or the individual’s personal life experience requires a transfer, or the individual’s employment is terminated for “good cause” (which term, as used in this Contract, means cause for termination, including a lay-off, as determined in accordance with the Contractor's employment policies, consistently applied). The Contractor shall exercise every reasonable effort to notify the State prior to the transfer of PA Contact to another position within the Contractor’s organization, including upon any such replacement or reassignment if the function being performed by the individual being replaced or reassigned is eliminated from the Services. If any of the PA Contact is reassigned, becomes incapacitated, or ceases to be employed by the Contractor, and therefore State of California, Statewide Technology Procurement

becomes unable to perform the functions or responsibilities assigned to such person, the Contractor shall promptly replace such person with another person at least as well qualified to perform such functions and responsibilities as the person being replaced.

The parties acknowledge that qualifications include a mix of experience and education and that equally qualified individuals may have different mixes thereof.

The Contractor shall cause its subcontractors to comply with this provision with respect to any of individuals of such subcontractors that are designated as PA Contact.

48.CONTRACTOR BUSINESS RELATIONSHIP RESPONSIBILITY
The Contractor shall cooperate in good faith with the State and Authorized Purchasing Entities and the other contractors as necessary, including participation in any advisory forum established by the State and Authorized Purchasing Entities and the establishment of business processes that facilitate the orderly Transition, Migration, and Transfer of Authorized Purchasing Entities to other said Services and the implementation of any other ongoing provisioning support for Services.

49. PROVISIONING OF DELIVERABLES AND SERVICES
The Authorized Purchasing Entities may order Deliverables and Services under the PA by issuing the appropriate Purchase Order. The Contractor will not commence provisioning Deliverables or Services for a given Authorized Purchasing Entities until the Contractor receives a complete, signed, accepted, and accurate order form.

50.NEED FOR CONTRACTOR SERVICES DUE TO EMERGENCY
Unless otherwise specified in the Purchase Order, an emergency is defined in Public Contract Code Section 1102: "Emergency," as used in this code, means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public Services.
a) The Contractor shall make reasonable effort to assist the Authorized Purchasing Entities in procuring use of the Contractor Services consistent with that provided under the PA to meet emergencies. The price for such compatible Services shall be reasonably set by the Contractor and, to the extent possible, shall be no greater than the PA rates set forth in the PA.
b) The Authorized Purchasing Entities, at its option, may accept or reject the use of emergency equipment.

State of California, Statewide Technology Procurement

51.NON-EXCLUSIVE AGREEMENT
Nothing in the PA shall be construed as a requirements contract or interpreted as preventing the Authorized Purchasing Entities from obtaining, consistent with Authorized Purchasing Entities policy, any portion, component, subset or all of the Services offered under the terms and conditions of the PA, or any other Services (analogous, similar, comparable or otherwise) from third parties, or providing the same to itself. Nor shall anything in the PA be construed or interpreted as limiting the Authorized Purchasing Entities right or ability during the Term of the PA to increase or decrease its demand for Services hereunder. To the extent the Authorized Purchasing Entities, consistent with Authorized Purchasing Entities policy, obtains from third parties, or provides to itself, replacement Services for any of the Services hereunder, the amount to be paid to the Contractor by the Authorized Purchasing Entities will be for Products and Services delivered and for the remaining Products and Services.

52.CHARGES
Unless otherwise specified in the Purchase Order (or rate plan thereunder):

The Contractor agrees that the Authorized Purchasing Entities are not subject to any minimum monthly usage charges for any Services contracted under this Contract. a) The Contractor agrees that Services not identified in the PA may not be provided nor charged to the Authorized Purchasing Entities pursuant to the PA, but that the Contractor may use the invoicing process of the PA so as to allow for invoicing of Services not related to the PA, provided that such items are clearly identified as not related to the PA and the Contractor otherwise complies with the requirements in the PA related to invoicing.
b) The Contractor agrees that charges not identified in the PA may not be assessed to the Authorized Purchasing Entities in accordance with subsection a). c) Invoices for all contracted Services shall not be subject to late payment charges prior to the Purchase Order defined due date.

53.CONTRACTOR COMMITMENTS AND REPRESENTATIONS
Any written commitment by a duly authorized representative of the Contractor within the scope of the PA shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable for performance deficiency charges or other damages due to the Authorized Purchasing Entities as set forth herein.

Such written commitments include but are not limited to:

State of California, Statewide Technology Procurement

a) Any warranty or representation expressly made by the Contractor as to Deliverables, Service, equipment or software performance, total System performance, or other physical design or functioning characteristics of a Machine or software System.
b) Any warranty or representation expressly made by the Contractor concerning the characteristics of the items described in (a) above, made in any publication, drawings, or specifications accompanying or referred to in the PA. c) Any written notification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations and which is incorporated into a formal amendment to the PA .

54.SERVICE TO PUBLIC ENTITIES AND LOCAL GOVERNMENT AGENCIES In accordance with Government Code Section 11541, the Contractor agrees to provide Service to all Authorized Purchasing Entities in the State pursuant to the PA and hereby acknowledges that the State is not responsible for payment, Deliverables, requirements or services rendered these entities. The Contractor agrees that it shall have no recourse against the State for any act or omission of the Authorized Purchasing Entities, which arises from the Contractor furnishing Equipment or Services pursuant to the PA. The Contractor understands and acknowledges that under the PA the State neither promises nor guarantees any minimum amount of revenue for the Contractor or minimum amount of Deliverables, requirements, or Services to be purchased.

55.SERVICE COSTS
The Contractor’s list of Service and product descriptions accepted by the Authorized Purchasing Entities shall correlate the Service to the associated PA rates as applicable under the PA. All Service costs will include all monthly recurring and usage charges, volume discounts, and non-recurring charges as applicable. Listed pricing will include all elements necessary to configure an instance of working Service including activation, delivery, and training. Any no-cost items will be clearly identified and any Service elements without associated pricing will be considered no charge items.

56.FEDERAL UNIVERSAL SERVICE FUND
Federal Grant programs are available to schools and libraries under the Universal Service Fund. This program, also referred to as E-rate funding, provides support to schools and libraries in accessing telecommunications Services. To the extent such programs are applicable to the Services under the PA, as determined by the Authorized Purchasing Entities, or required by law, the Contractor agrees to:

State of California, Statewide Technology Procurement

a) Provide PA Services to public entities qualified for Universal Service Fund Support; b) Be certified as a Universal Service Administrative Company (USAC); c) Meet Federal requirements for timeliness and accuracy in processing E-rate and other USAC program request and invoicing; and

57.EXISTING EQUIPMENT & TITLE TO EQUIPMENT
a) The Contractor agrees to reasonably accommodate Authorized Purchasing Entities and utilize existing equipment. The Contractor’s proposed Services shall reasonably accommodate the use of such existing Authorized Purchasing Entities’ equipment.

Title to equipment, accessories, and devices provided under the PA shall not vest in the State, unless such items are purchased by the State. All devices and accessories furnished by the Contractor hereunder, except those purchased by the Authorized Purchasing Entities, shall accompany the equipment when returned to the Contractor.

58.UNLAWFUL USE
Authorized Purchasing Entities will not use any Service for any unlawful purpose. Without limiting any other remedy specified in the PA, the Contractor reserves the right to take any action it deems necessary to prevent unlawful use and to control fraudulent use.

Such actions by the Contractor may include, but are not limited to, blocking certain traffic, refusing to accept calling card, collect calling and or third number calls, or discontinuing provision of Service to the End-User or canceling the End-User’s account.

59.DISENTANGLEMENT (MIGRATION-OUT)
a) Term Migration-Out shall be synonymous with Disentanglement. The Migration-Out shall begin on the earlier of the following dates, as applicable, the “Migration-Out Commencement Date”: (1) as elected by the State, up to sixty (60) calendar days prior to the end of the PA Term that the State has not elected to extend pursuant Section 3 (PA Effective Date) or has already extended fully as permitted under this section; or (2) the date a Notice of Termination is delivered pursuant to Section 19 (Termination for the Convenience of the State) or Section 20 (Termination for Default); or (3) the Authorized Purchasing Entities’ election pursuant to Section 54, Non-Exclusive Agreement, to obtain any portion, component, subset or all of the Services offered under the terms and conditions of the PA, or any other Services (analogous, similar, comparable or otherwise) from third parties, including other State of California, Statewide Technology Procurement

Contractors, or to provide the same to itself. The Contractor shall provide Migration-Out Services until it has completed the obligations of this Section.

The Contractor’s obligation to continue to provide the affected Services shall continue until the earlier of (i) completion of a migration to a new Service provider as provided in this Section, or (ii) eighteen (18) months after the effective date of any termination or expiration. During Migration-Out, the Contractor shall continue to provide Service(s) in a manner consistent with the Contractor’s provision and performance of such Service(s) during the period such Service(s) were provided to the Authorized Purchasing Entities hereunder.
b) Subject to the performance by the Authorized Purchasing Entities and any subsequent provider of similar Services, the Contractor shall cooperate fully with the Authorized Purchasing Entities and third parties and shall take all actions requested by the Authorized Purchasing Entities or as necessary to accomplish a smooth, complete conversion of responsibility for the Services being terminated from the Contractor to the Authorized Purchasing Entities, or to any replacement provider designated by the Authorized Purchasing Entities (a “Migration-Out”), with no material interruption of, or adverse impact on, the Authorized Purchasing Entities in any way, including on the Services. In the event the Authorized Purchasing Entities elects to terminate any Service (but not all Services in the aggregate) pursuant to the terms hereof, the Contractor shall perform its Migration-Out obligations hereunder to the extent applicable to the Service or Services being terminated. The Contractor’s obligations hereunder regarding the collection and payment to the California Department of Technology of administrative fees shall continue throughout Migration-Out. c) If the Authorized Purchasing Entities determines that the Contractor has not complied, or is unlikely to comply, with Migration-Out requirements identified in the Migration-Out Plan, and such non-compliance was a direct result of the Contractor, Subcontractor or supplier, and not due to any third party or situations outside the control of the Contractor, as determined by the Authorized Purchasing Entities, the Authorized Purchasing Entities may give written notice to the Contractor of non-compliance. After such notice, the Contractor shall provide to the Authorized Purchasing Entities all necessary additional Contractor personnel to accelerate performance as may be required or necessary to timely achieve compliance or, if the Contractor has already failed to comply, achieve compliance within a re-adjusted time frame established by the Authorized State of California, Statewide Technology Procurement

Purchasing Entities. The Contractor shall have seven (7) calendar days, or longer if agreed to by the Authorized Purchasing Entities in writing, to achieve compliance.

For each material Migration-Out requirement not completed after the notice of non-compliance period, the Authorized Purchasing Entities shall be entitled to invoice the Contractor for up to $2,000 per day for each material deficiency, not to exceed $10,000 per day for all deficiencies until the Contractor is in material compliance with the requirements of the Migration-Out Plan. The Contractor may exercise its dispute rights under Section 42 (Disputes), in the event that the Contractor disagrees with the Authorized Purchasing Entities application of this Section; however, pending final resolution of any dispute, the Contractor shall diligently proceed without disruption or delay with the performance of the Migration-Out Plan.

All Migration-Out Services performed by the Contractor during the conversion shall be performed by the Contractor at no additional cost to the Authorized Purchasing Entities beyond what the Authorized Purchasing Entities would pay for the Services.

The Contractor shall provide to the Authorized Purchasing Entities all their data and documentation and other information reasonably requested by the Authorized Purchasing Entities in connection with the conversion that is sufficient to enable the Authorized Purchasing Entities, or another reasonably competent Service provider, to fully assume the provision of any terminated Services. Except as the Contractor is otherwise required to retain such data under the PA or by law, the Contractor shall destroy all copies of Customer data not turned over to the Authorized Purchasing Entities.

The Contractor shall export all artifacts and data to the requesting Customer. The Authorized Purchasing Entities reserves the right to define export data formats, storage media type, locations to which data is to be delivered, and other special criteria deemed necessary for successful Migration-Out. d) To the extent applicable to the Services provided by the Contractor hereunder, the Contractor shall provide to the Authorized Purchasing Entities as complete and accurate an inventory as is reasonably practicable and such other information regarding such items as the Authorized Purchasing Entities reasonably requests and is necessary for Migration-Out of Services.

State of California, Statewide Technology Procurement

60.SUBCONTRACTORS
As prime vendor, Contractor is responsible for overall service performance and requires the ability to manage its subcontractors as necessary to fulfill the overall service performance if and when a subcontractor is required.

As additional clarification, Contractor does not consider local exchange carriers to be Contractor’s subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Contractor does not consider subcontractor requirements set forth in this PA to be applicable to any agreements, subcontracts or other business arrangements between Contractor and its affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by a customer (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Contractor’s customers generally (as opposed to specifically for the applicable Authorized Purchasing Entity).

61.SECURITY AND POLICIES
Unless otherwise specified in the PA or Purchase Order:

At all times during the Term, in addition to any other requirements in the PA, at all times during the Term, the Contractor shall provide all Services, use all resources related thereto, and use, operate, support, and maintain any systems, in an appropriately secure and commercially reasonable manner (“Security Policies”).

The Contractor shall at all times take all reasonably necessary and appropriate action with regard to the prevention, detection, and elimination, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to and use of systems and the networks involved with the provision or receipt of Services, including the implementation and deployment network management and maintenance applications and tools, the use of appropriate encryption technologies, and other security-related Services. In addition, with respect to the premises of the State and Authorized Purchasing Entities, all Contractor personnel (including personnel of any subcontractors) shall be subject to, and shall at all times conform to, all of the State or Authorized Purchasing Entities’ policies, procedures, rules, and requirements regarding the protection of premises, materials, equipment, and personnel, as the State or Authorized Purchasing Entities shall provide (in writing or electronically) in advance to the Contractor. The Contractor shall, and shall cause the Contractor personnel and subcontractors to, fully comply with and abide by all such Security Policies provided in advance to the Contractor at all times during the Term. Any violation or disregard of such Security Policies State of California, Statewide Technology Procurement

by an individual shall be cause for denial of access of such individual to the State or Authorized Purchasing Entities’ property. The Contractor shall exercise due care and diligence to prevent any injury to person or damage to property while on the State or Authorized Purchasing Entities’ premises. The operation of the Contractor vehicles or private vehicles of the Contractor personnel on the State or Authorized Purchasing Entities’ property shall conform to posted and other regulations and safe driving practices. Vehicular accidents on the State or Authorized Purchasing Entities’ property and involving the Contractor personnel shall be reported promptly to the appropriate State or Authorized Purchasing Entities’ personnel. The Contractor shall, and shall cause the Contractor personnel and subcontractors, to not exceed (or attempt to exceed) the level of authorized access, if any, to any networks, computer or electronic data storage systems of the State or Authorized Purchasing Entities’ that may be granted during the Term for purposes only of performing the Services hereunder.

62.ELECTRONIC WASTE RECYCLING ACT OF 2003
The Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

63.USE TAX COLLECTION
In accordance with PCC Section 10295.1, the Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. The Contractor further certifies that it will immediately advise the State and Authorized Purchasing Entities of any change in its retailer’s seller’s permit or certification of registration or applicable affiliate’s seller’s permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.

64.EXPATRIATE CORPORATIONS
The Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections 10286 and 10286.1, and is eligible to contract with the State and Authorized Purchasing Entities.

65.DOMESTIC PARTNERS
For contracts over $100,000, the Contractor certifies that the Contractor is in compliance with Public Contract Code Section 10295.3.

State of California, Statewide Technology Procurement

66.PRIORITY HIRING
For contracts including Services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Public Contract Code Section 10353.

Contract Vehicle: NASPO
Qty. Suggested Retail
Price
Special
Government
Pricing
Extended Price
113 $729.99 $0.00 $0.00
54 $0.00 $0.00
167 $0.00
Estimated Equipment Tax: $0.00
Total: $0.00
Qty. MRC Government %
Discount
T-Mobile Net
MRC
Extended Monthly
Price
113 $29.75 $3,361.75
32 Government Unlimited Tablet Data Plan $19.98 $639.36 22 $29.75 $654.50
167 Total $4,655.61
$563.72
$5,219.33
Government Unlimited Tablet Data Plan
* Unlimited High-Speed 5G Data Access (No Data Throttling or Data Overages) * 21GB of Additional 5G High-Speed Mobile Hotspot Access * Wireless Priority Service & Priority Voice and Data Preemption * 51GB of Additional 5G High-Speed Mobile Hotspot Access * Wireless Priority Service & Priority Voice and Data Preemption * Unlimited Voice & Text Canada/Mexico
* Unlimited Long Distance & Roaming
* Unlimited Voicemail to Text, Caller ID & Spam Alert
Subtotal for Equipment:

Name & Title:

Government Unlimited Advanced Plan
Subtotal for monthly recurring services:

Apple iPhone 15 5G 128GB
Rate Plan
5/5/2025
Tax ID Number: 95-6000715 Marc Cox - Sr. Gov Account Manager [email protected]
Model
SIM5G-MI-TSD SIM Cards
Agency Phone: (626) 852-4847
116 E Foothill Blvd
[email protected] Contract Number:

Cincinnati, OH 45274-2596
Customer Information T-Mobile Inc.

Agency Name: City of Glendora Remit To Address: PO Box 742596 Email Address: NASPO MA176
Agency Address:

Agency Contact: Katie Dang
T-Mobile Government Unlimited Advanced Plan
T-Mobile Government NASPO Quote
Government Hardware
Quote Date: Expiration Date: 5/31/2025
Email Address:

County: Los Angeles Phone:

Acct # (if applicable): 998091690
City, State & Zip: Glendora, CA 91741
(408) 590-4605
Government Sourcewell Purchasing Agreement
* No Account Setup Fees
* No ETF Charges
* Priority Overnight Shipping - Free
Sales Representative Information
Government Unlimited Router Data Plan
* Unlimited High-Speed 5G Data Access (No Data Throttling or Data Overages) * Wireless Priority Service & Priority Voice and Data Preemption Total Monthly Recurring Service Charge:

Government Service
Estimated Tax, Regulatory Programs & Telco Recovery Fee:

Government Unlimited Router Data Plan
* Unlimited Voice
* Unlimited High-Speed 5G Data Access (No Data Throttling or Data Overages) * Unlimited Messages
Company City of Glendora Quote Date 5/7/2025
Contact Marc Cox - T-Mobile Exp. Date 7/6/2025
Make Model Carrier Quantity Price Total
Apple iPhone XR 64GB Verizon 33 $ 60 $ 1,980
Apple iPhone XR 128GB Verizon 17 $ 70 $ 1,190
Apple iPhone 11 64GB Verizon 10 $ 80 $ 800
Apple iPhone 11 128GB Verizon 1 $ 90 $ 90
Apple iPhone 11 Pro Max 512GB Verizon 3 $ 170 $ 510
Apple iPhone 12 64GB Verizon 15 $ 100 $ 1,500
Apple iPhone 13 128GB Verizon 19 $ 150 $ 2,850
Apple iPhone 13 Pro Max 256GB Verizon 1 $ 300 $ 300
Apple iPhone 14 128GB Verizon 7 $ 200 $ 1,400
Apple iPhone 14 Pro 256GB Verizon 1 $ 320 $ 320
Apple iPhone 14 Pro Max 128GB Verizon 1 $ 360 $ 360
Apple iPhone 14 Pro Max 256GB Verizon 1 $ 380 $ 380
Apple iPhone 14 Pro Max 512GB Verizon 1 $ 400 $ 400
Apple iPhone 15 Pro Max 256GB Verizon 1 $ 480 $ 480
Quantity 111
Total Buyback Value $ 12,560
Buyback Quote
Henrik Revens
949-412-2542
[email protected]
Terms & Conditions. Pricing valid only if devices are shipped on or before the expiration date of this quote. (1) To receive full quoted value devices must be fully functional with no physical or cosmetic damage. Devices with damage will be paid at a reduced rate or recycled. (2) Apple devices must have Find My iPhone disabled and Android devices must be removed from Google accounts. (3) Any device running Mobile Device Management software (MDM) such as Apple DEP or Samsung Knox must have MDM disabled. (4) All devices must be fully paid off prior to sending to Left Coast Buyback. Devices not meeting conditions 2-4, will result in devices being non-payable. Non-payable devices will be held for 2 weeks and then recycled, or can be returned at customer’s expense.

Left Coast Buyback Company, 23022 La Cadena Drive, Suite 203, Laguna Hills, CA 92653 www.leftcoastbuyback.com

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: Public Works DISTRICT(S): Citywide
SUBJECT: Approve expenditure in the amount of $86,113.70 for the replacement of the engine in Water Division vehicle No. 304, Kenworth T880 Vactor hydro-excavator

RECOMMENDATION
That the City Council:

1. Approve the expenditure of $86,113.70 for the replacement of the engine in Water Division Vehicle No. 304 (Kenworth T880 Vactor hydro-excavator).

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

EXECUTIVE SUMMARY
Water Division Vehicle No. 304 (Kenworth T880 Vactor hydro-excavator) is exhibiting mechanical failure and in need of repairs. This specialized truck is critical to the Water Division’s ability to perform emergency and routine water main and service line repairs, as it allows crews to safely and efficiently excavate around buried utilities using hydro-excavation. The critical repairs are necessary to prevent extended downtime and ensure continued reliable operations for water system repairs. The total cost of the repair is $86,113.70. Sufficient appropriations are available in the FY 2024-25 Adopted Midcycle Budget.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
In accordance with Glendora Municipal Code Section 2.40.100(C)(5), the formal procurement process is not required when procuring services for the replacement of parts or repairs to City vehicles or other motorized fleet-related equipment.

DISCUSSION
Water Division Vehicle No. 304 (Kenworth T880 Vactor hydro-excavator) is a specialized piece of equipment that combines a powerful vacuum system with a high-pressure water system to excavate soil safely in order to expose underground pipes. It is critical to water system maintenance and emergency repairs, especially for water main breaks and leaks.

While the odometer indicates only 15,487 miles driven, the engine's working hours are equivalent to approximately 265,000 miles due to the vehicle's frequent extended stationary operation during field work. Typically, the Vactor operates in place for four or more hours per water leak repair.

The engine is currently experiencing high crankcase pressure, a failure mode common to this model, which led to Cummins, the engine maker, discontinuing this engine line. Without replacement, the equipment faces a risk of unscheduled downtime that would significantly impact water division operations.

Replacing the engine at this time will preserve operational reliability and avoid costly emergency repairs or extended service interruptions.

FISCAL IMPACT
The Internal Services Fund for Fleet Management (Fund 554) is used for maintaining the fleet and purchasing vehicle replacements. Sufficient appropriations are available in the FY 2024-25 Adopted Mid-Cycle Budget, a midyear appropriation of $100,000 was approved by City Council on February 25, 2025, in account 55470530-72375.

ENVIRONMENTAL DETERMINATION
N/A
Prepared By Steve Flores, Equipment Maintenance
Supervisor
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. Quote for Engine Replacement
Attachments
A. Quote for Engine Replacement.pdf
88844MOTOR
512 Route 66
Glendora, CA 91740
USA
8884466867
[email protected]
88844motor.com
Estimate

ADDRESS

CITY OF GLENDORA
TRUCKS
ESTIMATE # 5897
DATE 03/27/2025

YR MK MODEL VIN#/MILES/HRS UNIT#/ LIC#/ P.O#
2018 KENWORTH T880 1NKZLJ0X3JJ218719
15460
304 1520012

ACTIVITY QTY RATE AMOUNT
Labor
CONCERN: ENGINE SHUT DOWN WARNING ON
DASH
CAUSE: EXCESSIVE CRANKCASE PRESSURE
CORRECTION:

TESTED SYSTEM FOUND SMOKE COMING FROM

CRANKCASE, CHECKED PRESSURE READING

FOUND AT MOST SEVERE LEVELS, SUSPECTED
SENSOR AND BREATHER FAILURE. REPLACED
SENSOR AND BREATHER TESTED FAILED.

SYSTEM READING ABOVE NORMAL LEVEL.

REACHED OUT TO CUMMINS TECHNICAL
SUPPORT. RECEIVED GUIDANCE TO INSPECT
PISTON CONDITION. TESTED CYLINDER

CONTRIBUTION FAILED THIS ENGINE IS EXPIRED
INTERNALLY. WAS ADVISED ENGINE HOURS
EQUATED TO 265,000 MILES. WAS ADVISED THIS

ENGINE IS NO LONGER BEING SOLD AND NOT
ALLOWED TO BE REBUILT BY EPA.

CORE MUST BE DESTROYED
ReCon does not offer a replacement RX engine, long
block or short block for this engine serial number any
longer.

REACHED OUT TO KENWORTH MONTEBELLO
SPOKE WITH SERVICE MANAGER PEDRO 323 278
4100 PROVIDED HIM WITH VIN# AND DETAILS.

HE ADVISED VEHICLE IS NO LONGER COVERED
1 14,800.00 14,800.00

ACTIVITY QTY RATE AMOUNT
AND TO REACH OUT TO CUMMINS.

SPOKE WITH JEFF AT CUMMINS HIS INFORMATION
BELOW.

HE ADVISED THIS ENGINE IS DISCONTINUED

BECAUSE OF THIS EXACT ISSUE AND A REPOWER

NEW ENGINE IS THE DIRECT REPLACEMENT
Attached is a quote for a brand new replacement engine
to replace ESN 74223767. These new replacement
engines take approximately 60 days to be built and
another week to ship. Freight will be $1400.

If you would like to order this engine, I will need the attached RER form filled out and returned as well as a
PO number. The RER form is information from the
failed engine along with how you plan on providing
evidence of destruction. For these new engines,
pursuant to emissions legislation found in 40 CFR
1068.240, the failed engine must either be returned to
Cummins or destroyed to meet EPA compliance
regulations. If your order is over $50k, I will also need a copy of your PO.

Parts

THANK YOU FOR THE OPPORTUNITY TO QUOTE A

BRAND NEW
SERVICE REPLACEMENT ENGINE. THIS ENGINE

CANNOT BE
ORDERED ON CUMPAS.

ESTIMATED LEAD TIME: APPROX 60 DAYS UPON

CUMMINS

PLANT APPROVAL OF ORDER

DOCUMENTATION REQUIRED VIA EMAIL TO

PROCEED WITH AN
ORDER:
1) PO # AND COPY OF QUOTE
2) WRITTEN VERIFICATION OF SHIPPING ADDRESS
3) COMPLETED RER FORM (ATTACHED

SEPARATELY),

SELECTING WHICH OPTION FOR

DESTRUCTION/EVIDENCE OF

REMOVAL FROM COMMERCE YOU WILL USE TO

FULFILL THE
EMISSIONS COMPLIANCE OBLIGATION. NOTE:

INSTALLING THIS ENGINE FOR ANY PURPOSE

OTHER THAN

FOR ITS INTENDED APPLICATION PROVIDED ON

THE ENGINE'S

DATA PLATE MAY BE A VIOLATION OF FEDERAL

LAW SUBJECT
1 63,958.00 63,958.00T
Freight 1 800.00 800.00
EFFECTIVE: JANUARY 1ST 2025. OUR LABOR RATE WILL SUBTOTAL 79,558.00 INCREASE TO $180.00. ALL CREDIT CARD TRANSACTION WILL
BE CHARGED A 4% INVOICE TOTAL.

STATE LICENSE # ARD 00261092
GSA VENDOR # FLI007253
DGS VENDOR# 2012071
REPAIR AUTHORIZATION #_____________
WARRANTY 30 DAYS UNLESS NOTED. NOT RESPONSIBLE FOR
VEHICLES OUTSIDE. STORAGE FEE OF $25 A DAY AFTER
COMPLETED REPAIRS.

TAX 6,555.70
TOTAL $86,113.70
Accepted By Accepted Date

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: Community Development DISTRICT(S): Citywide
SUBJECT: Approval of Amendment No. 3 to the Agreement for Contractual Services between CSG Consultants, Inc. and the City of Glendora Dated July 13, 2021 for Building Plan Review and Inspection Services

RECOMMENDATION
That the City Council:

1. Approve an Amendment No. 3 to the Contract Services Agreement with CSG Consultants, Inc., extending the contract term by one year and increasing the contract amount by $385,000; and

2. Authorize the City Manager to execute the agreement.

STRATEGIC FOCUS AREAS
Not Applicable

EXECUTIVE SUMMARY
The Building Division, a core component of the City’s operations, is responsible for reviewing construction plans, issuing building permits, and conducting inspections to ensure compliance with applicable codes and regulations. To support these services and maintain timely permit processing, the City contracts with CSG Consultants, Inc. (CSG) for as-needed building plan review and inspection services. CSG currently handles a significant portion of the City’s building plan review workload and provides essential support during staffing vacancies. The original agreement with CSG was approved in July 2021 for a two-year term. Amendment No. 1 extended the contract through July 2024, followed by Amendment No. 2 through July 2025.

The proposed Amendment No. 3 would extend the agreement for an additional year, through June 2026, and increase the contract amount by $385,000.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
July 13, 2021 – City Council approved a two-year professional services agreement with CSG Consultants, Inc. for asneeded building plan review and inspection services.

July 11, 2023 – Council approved Amendment No. 1, extending the contract term through July 2024.

August 27, 2024 – Council approved Amendment No. 2, extending the contract term through July 2025.

DISCUSSION
Since 2014, the Building Division has successfully utilized CSG's services. Over the years, the division has also worked with other providers offering similar services, allowing for a comprehensive comparison of service quality and cost. CSG has emerged as a preferred provider of supplemental building services for the division, demonstrating a thorough understanding of the division’s review and inspection procedures.

The proposed one-year extension will cover plan review services through June 2026. The contract will also cover building inspection services on an as-needed basis.

FISCAL IMPACT
Sufficient appropriations are available in the Adopted FY2025-27 Two-Year Budget under account 10160410-59100. The cost of the contract plan review services is offset by fees collected at the time of plan submission.

ENVIRONMENTAL DETERMINATION
This item is not a project under the California Environmental Quality Act (CEQA).

Prepared By David Collett, Building Official
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. Amendment No. 3
B. Exhibit C
C. Amendment No. 2
D. Amendment No.1
E. Original Agreement
Attachments
A. Amendment No 3.pdf
B. Exhibit C.pdf
C. Amendment No 2.pdf
D. Amendment No 1.pdf
E. Original Agreement.pdf
Amendment No. 3 – CSG Consultants (06.24.2025)
AMENDMENT NO. 3

TO CONTRACT SERVICES AGREEMENT

THIS THIRD AMENDMENT TO CONTRACT SERVICES AGREEMENT
(“Amendment”) by and between the CITY OF GLENDORA, a general law city & municipal corporation (“City”), and CSG CONSULTANTS, INC., a California corporation (“Consultant”), is effective as of the _____ day of __________, 2025.

RECITALS
A. City and Consultant entered into that certain Contract Services Agreement, dated July 13, 2021, which was subsequently amended pursuant to that certain Amendment No. 1, dated July 11, 2023, and that certain Amendment No. 2, dated August 27, 2024 (collectively, the “Agreement”), whereby Consultant agreed to provide plan review and building inspection services. Initially capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

B. City and Consultant now desire to amend the Agreement to increase the Contract Sum and extend the Term of the Agreement.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. “2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $1,000,000 (One Million Dollars) $1,385,000 (One Million Three Hundred Eighty-Five Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.”
“3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding four (4) five (5) calendar years from the date hereof.”

2. Continuing Effect of Agreement. Except as amended by this Amendment, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant 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: 42C32F85-9E36-4FAC-B55A-F355567F88D8 Amendment No. 3 – CSG Consultants (06.24.2025)
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.

Consultant represents and warrants to City that, as of the date of this Amendment 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 Consultant that, as of the date of this Amendment, Consultant 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.

5. Authority. The persons executing this Amendment 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 on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Each of the parties intend to be bound by the signatures on any 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 waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. [SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 42C32F85-9E36-4FAC-B55A-F355567F88D8 Amendment No. 3 – CSG Consultants (06.24.2025)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment 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
CONSULTANT:

CSG CONSULTANTS, INC.

Name: Cyrus Kianpour
Title: President
Email Address: [email protected]
Name: Nourdin Khayata
Title: Secretary
Email Address: [email protected]
Address:
550 Pilgrim Drive, Foster City, CA 94404
Two corporate officer signatures required when Consultant 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. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN.

Docusign Envelope ID: 42C32F85-9E36-4FAC-B55A-F355567F88D8 Jun 18, 2025 | 8:56 AM PDT
Jun 18, 2025 | 9:45 AM PDT
Fee Schedule
Effective July 13, 2025
CSG Consultants’ hourly rates for its current contract, as well as adjusted rates for the coming year are provided in the table below.

REVIEW TYPE / ROLE

CURRENT

ALL INCLUSIVE FEE /

HOURLY RATE
07/13/2025 - 07/12/2026

ALL INCLUSIVE FEE /

HOURLY RATE
Building
CASp Consultation $151 $156
CASp Inspector $151 $156
Certified Building Inspector $104 $107
Certified Commercial Building Insp $117 $121
Certified Plan Review (Building &
Fire Life Safety)
$117 $121
Structural Plan Review - PE $139 $143
Structural Plan Review - SE $151 $156
Building Plan Review by
Percentage
75% of Jurisdiction's Fee 75% of Jurisdiction's Fee
MEP Review by Percentage (MEP
Fee)
75% of Jurisdiction's Fee 75% of Jurisdiction's Fee
Overtime 1.5 x Hourly Rate 1.5 x Hourly Rate
Off-Site Building Plan Review Hourly Rates (Minimum 1-Hour Per Submittal) Terms
All hourly rates include benefits, Workers Compensation Insurance, and office expenses. Should the scope of work change or circumstances develop which necessitate special handling, CSG will notify the City prior to proceeding. On each July 1st or anniversary of the contract start date, CSG will initiate a rate increase based on the change in CPI for the applicable region. CSG will invoice on a monthly basis for services rendered during the prior month. Unless otherwise agreed, payment terms are 30- days from receipt of invoice.

Hourly rates for publicly funded projects will be based on current prevailing wage rates.

AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 2”) by and between the CITY OF GLENDORA, a general law city & municipal corporation (“City”), and CSG CONSULTANTS, INC., a California corporation (“Consultant”), is effective as of the _____ day of __________ 2024.

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services, dated July 13th, 2021, which was subsequently amended pursuant to that certain Amendment No. 1 to Agreement for Contractual Services, dated July 11, 2023 (as so amended, the “Agreement”), whereby Consultant agreed to provide plan review and building inspection services.

B. City and Consultant now desire to amend the Agreement to increase the contract amount and extend the contract date.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. “2.1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $750,000 (Seven Hundred Fifty Thousand dollars) $1,000,000 (One Million Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. “3.4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) four (4) calendar years from the date hereof.

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant 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 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.

Docusign Envelope ID: 571EABC3-3AF0-4983-8549-4E31A9403417 27th August
Consultant represents and warrants to City that, as of the date of this Amendment No. 2, 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 Consultant that, as of the date of this Amendment No. 2, Consultant 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. 2.

5. Authority. The persons executing this Amendment No. 2 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. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 571EABC3-3AF0-4983-8549-4E31A9403417 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
ATTEST:

Kathleen R. Sessman
CityClerk/Communications Director
CERTIFY AVAILABILITY OF FUNDS:

Kyle Johnson
Finance Director/City Treasurer
CONSULTANT:

CSG CONSULTANTS, INC.

Name: Cyrus Kianpour
Title: President
Email Address: [email protected]
Name: Khoa Duong
Title: Vice President, Building Department
Email Address: [email protected]
Address: 550 Pilgrim Drive, Foster City, CA 94404
Two corporate officer signatures required when Consultant 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: 571EABC3-3AF0-4983-8549-4E31A9403417 Aug 13, 2024 | 4:19 PM PDT
Aug 12, 2024 | 6:46 AM PDT
Sep 3, 2024 | 2:25 PM PDT
Electronic Record and Signature Disclosure
Certificate Of Completion
Envelope Id: 571EABC33AF0498385494E31A9403417 Status: Completed Subject: For Your Signature: Amendment No. 2 - CSG Consultants 08.27.2024 Source Envelope:

Document Pages: 3 Signatures: 6 Envelope Originator:

Certificate Pages: 6 Initials: 0 Desiree Valdivia
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
8/9/2024 4:11:17 PM
Holder: Desiree Valdivia
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
CSG Consultants Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.1.231.154
Sent: 8/9/2024 4:15:12 PM
Viewed: 8/11/2024 5:05:43 PM
Signed: 8/13/2024 4:19:30 PM
Electronic Record and Signature Disclosure:

Accepted: 8/11/2024 5:05:42 PM
ID: a9446de9-b641-4d48-a3fa-fa95383faf1e
Khoa Duong
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 166.199.151.113
Signed using mobile
Sent: 8/9/2024 4:15:12 PM
Viewed: 8/9/2024 5:59:30 PM
Signed: 8/12/2024 6:46:21 AM
Electronic Record and Signature Disclosure:

Accepted: 8/9/2024 5:59:30 PM
ID: b3f25390-9eb9-4737-b73a-df949e5736f8
Danny Aleshire
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 8/13/2024 4:19:31 PM
Viewed: 8/13/2024 5:59:33 PM
Signed: 8/13/2024 5:59:53 PM
Electronic Record and Signature Disclosure:

Accepted: 2/9/2023 10:45:54 AM
ID: 8f7b67a5-3822-4218-9d26-bc44a71d606a
Kyle Johnson
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 173.196.201.130
Sent: 8/13/2024 4:19:31 PM
Viewed: 8/14/2024 7:23:22 AM
Signed: 8/14/2024 7:23:38 AM
Electronic Record and Signature Disclosure:

Signer Events Signature Timestamp
Accepted: 10/19/2021 1:19:54 PM
ID: 73b3fefc-a9d4-4105-90e2-ec245dc0baa8
Adam Raymond
[email protected]
City Manager
Adam Raymond
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 173.196.201.130
Sent: 9/3/2024 11:57:24 AM
Viewed: 9/3/2024 2:25:27 PM
Signed: 9/3/2024 2:25:34 PM
Electronic Record and Signature Disclosure:

Accepted: 9/3/2024 2:25:27 PM
ID: 5e6c949c-3c08-42e5-97f8-aaf40926a6f2
Kathleen Sessman
[email protected]
City of Glendora
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 23.241.172.113
Signed using mobile
Sent: 9/3/2024 2:25:35 PM
Viewed: 9/4/2024 3:55:51 PM
Signed: 9/4/2024 3:56:03 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Desiree Valdivia
[email protected]
Office Coordinator
City of Glendora
Security Level: Email, Account Authentication
(None)
Using IP Address: 173.196.201.130
Sent: 8/14/2024 7:23:39 AM
Viewed: 9/3/2024 11:57:23 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
City Clerk Group
[email protected]
Security Level: Email, Account Authentication
(None) Using IP Address: 173.196.201.130
Sent: 9/4/2024 3:56:06 PM
Viewed: 9/4/2024 3:57:55 PM
Electronic Record and Signature Disclosure:

Accepted: 9/4/2024 3:57:54 PM
ID: 6ea22ffc-99de-417d-bf71-78ee2cda07e1
Carbon Copy Events Status Timestamp
Thomas Dang
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/14/2024 7:23:40 AM
Viewed: 8/14/2024 8:12:15 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Thomas Dang
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 9/4/2024 3:56:06 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/9/2024 4:15:13 PM
Certified Delivered Security Checked 9/4/2024 3:57:55 PM Signing Complete Security Checked 9/4/2024 3:56:03 PM
Completed Security Checked 9/4/2024 3:57:55 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/22/2021 8:08:06 AM Parties agreed to: Cyrus Kianpour, Khoa Duong, Danny Aleshire, Kyle Johnson, Adam Raymond, City Clerk Group, Cyrus Kianpour, Khoa Duong, Danny Aleshire, Ky Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 1”) by and between the CITY OF GLENDORA, a general law city & municipal corporation (“City”), and CSG CONSULTANTS, INC., a California corporation (“Consultant”), is effective as of the _____ day of __________ 2023.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated, July 13th, 2021 (“Agreement”), whereby Contractor agreed to provide plan review and building inspection services.

B. City and Contractor now desire to amend the Agreement to increase the contract amount and extend the contract date.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. “2.1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $500,000 (five hundred thousand dollars) $750,000 (Seven Hundred and Fifty Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. “3.4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) three (3) calendar years from the date hereof.

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 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.

DocuSign Envelope ID: 844A8FDE-1D24-463B-9929-4555D8A8BA4D 11th July
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.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 844A8FDE-1D24-463B-9929-4555D8A8BA4D IN WITNESS WHEREOF, the parties hereto have executed this Agreement 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
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

CSG CONSULTANTS, INC.

Name: Cyrus Kianpour
Title: President
Email Address: [email protected]
Name: Khoa Duong
Title: Vice President, Building Department
Email Address: [email protected]
Address: 550 Pilgrim Drive, Foster City, CA 94404
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. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS

SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY
DocuSign Envelope ID: 844A8FDE-1D24-463B-9929-4555D8A8BA4D Jun 20, 2023 | 4:59 PM PDT
Jun 20, 2023 | 4:54 PM PDT
Jul 13, 2023 | 7:16 AM PDT
Electronic Record and Signature Disclosure
Certificate Of Completion
Envelope Id: 844A8FDE1D24463B99294555D8A8BA4D Status: Completed Subject: For Your Signature: Amendment No. 1 - CSG Consultant (07.11.2023) Source Envelope:

Document Pages: 3 Signatures: 6 Envelope Originator:

Certificate Pages: 6 Initials: 0 Desiree Valdivia
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
6/20/2023 3:20:08 PM
Holder: Desiree Valdivia
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
CSG Consultants Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.189.204.236
Sent: 6/20/2023 3:30:31 PM
Viewed: 6/20/2023 4:27:44 PM
Signed: 6/20/2023 4:59:29 PM
Electronic Record and Signature Disclosure:

Accepted: 6/20/2023 4:27:44 PM
ID: f5fce016-2cc3-47d2-8200-d8549328bb17
Khoa Duong
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 166.196.75.52
Signed using mobile
Sent: 6/20/2023 3:30:32 PM
Viewed: 6/20/2023 3:40:50 PM
Signed: 6/20/2023 4:54:44 PM
Electronic Record and Signature Disclosure:

Accepted: 6/20/2023 3:40:50 PM
ID: 4f3a68f5-fe06-4b84-bea6-235b6dfb4f3e
Marie Ricci
[email protected]
Administrative Services Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 68.119.131.183
Signed using mobile
Sent: 6/20/2023 4:59:30 PM
Viewed: 6/20/2023 7:24:20 PM
Signed: 6/20/2023 7:24:29 PM
Electronic Record and Signature Disclosure:

Accepted: 12/8/2021 11:11:16 AM
ID: c60e1c11-b865-4863-9206-df74434421dd
William Wynder
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.28.85.64
Signed using mobile
Sent: 6/20/2023 4:59:31 PM
Viewed: 6/20/2023 5:01:18 PM
Signed: 6/20/2023 5:01:42 PM
Electronic Record and Signature Disclosure:

Signer Events Signature Timestamp
Accepted: 6/20/2023 5:01:18 PM
ID: 8f16d05f-836a-43c1-8c18-efdb90f44547
Adam Raymond
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 47.157.54.203
Signed using mobile
Sent: 7/13/2023 7:02:07 AM
Viewed: 7/13/2023 7:16:01 AM
Signed: 7/13/2023 7:16:12 AM
Electronic Record and Signature Disclosure:

Accepted: 7/13/2023 7:16:01 AM
ID: 2d0ff75b-eff0-4a4b-9b58-beea40dc3173
Kathleen 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: 7/13/2023 7:16:13 AM
Viewed: 7/13/2023 11:48:44 AM
Signed: 7/13/2023 11:48:57 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Desiree Valdivia
[email protected]
Office Coordinator
City of Glendora
Security Level: Email, Account Authentication
(None)
Using IP Address: 173.196.201.130
Sent: 6/20/2023 7:24:31 PM
Viewed: 7/13/2023 7:02:07 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
City Clerk Group
[email protected]
Security Level: Email, Account Authentication
(None) Using IP Address: 174.195.199.10
Viewed using mobile
Sent: 7/13/2023 11:48:59 AM
Viewed: 7/13/2023 4:31:33 PM
Electronic Record and Signature Disclosure:

Accepted: 7/13/2023 4:31:33 PM
ID: c7b776f5-d48e-4f6e-81b8-a4deb62350e6
Carbon Copy Events Status Timestamp
George Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/20/2023 7:24:30 PM
Viewed: 6/21/2023 8:04:47 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
George Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/13/2023 11:48:59 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/20/2023 3:30:32 PM
Certified Delivered Security Checked 7/13/2023 4:31:33 PM Signing Complete Security Checked 7/13/2023 11:48:57 AM Completed Security Checked 7/13/2023 4:31:33 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and
CSG CONSULTANTS, INC.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 1 AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
CSG CONSULTANTS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 13th day of July, 2021 by and between the City of Glendora, a California municipal corporation (“City”) and CSG CONSULTANTS, INC, a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. / / /
/ / /
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 2 1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 3 the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ___________________
Cyrus Kianpour
President
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 4 this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
/ / /
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 5 1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $500,000 (five hundred thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 6 warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) calendar years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). / / /
/ / /
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DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 7 ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Cyrus Kianpour, President
Khoa Duong, Vice President
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Building Official David Collett, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 8 herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant 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. Consultant 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 $1,000,000 per occurrence, $2,000,000 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. Consultant 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 Consultant 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. Consultant 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 Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 9 (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant 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 complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant 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 Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant 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 Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 10 (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. 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. Consultant 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) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (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.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant 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.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 11 (q) Additional insurance. Consultant 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.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees 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 the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 12 services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 13 (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.

Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 14 necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 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. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 15 event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 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 the court allows 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.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
/ / /
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 16 8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 17 approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation.

The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.

Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Cyrus Kianpour
President
The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement 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
William W. Wynder
City Attorney
June Overholt
Administrative Services Director
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

CSG CONSULTANTS, INC.

Name: Cyrus Kianpour
Title: President
Email Address: [email protected]
Name: Khoa Duong
Title: Vice President, Building Department
Email Address: [email protected]
Phone: (650) 522-2500
Address: 550 Pilgrim Drive
Foster City, CA 94404
____________________________ 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. CONTRACTOR’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B July 21, 2021 | 3:03 PM PDT
July 21, 2021 | 8:14 AM PDT
July 21, 2021 | 4:57 PM PDT
July 22, 2021 | 1:15 PM PDT
01240.0001/535308.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Provide plan review and building inspection services on an as-needed basis, not to exceed $500,000.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 01240.0001/535308.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

NONE
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 01240.0001/535308.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

CSG’s rate structure which includes fees for personnel providing the proposed scope of work is provided in the table below. We will coordinate the pickup and return of all plans via CSG staff or a licensed courier service. This service is provided at no additional cost. CSG will mail an invoice at the beginning of every month for services rendered during the previous month.

III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 01240.0001/535308.1 C-2
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B 01240.0001/535308.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
NONE
DocuSign Envelope ID: 47247A56-9E64-432A-8948-B893F624168B

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: Community Development DISTRICT(S): Citywide
SUBJECT: Award Professional Contract Services Agreement to JMDiaz, Inc. (JMD) in an amount not to exceed $221,000 for services related to providing professional engineering and land development services

RECOMMENDATION
That the City Council:

1. Award Professional Contract Services Agreement to Jmdiaz, Inc. (JMD) in an amount not to exceed $221,000 for services related to providing professional engineering and land development services; and

2. Authorize the City Manager to execute.

STRATEGIC FOCUS AREAS
Not Applicable

EXECUTIVE SUMMARY
As part of the 2022-2023 budget, the City created the position of Principal Engineer – Land Development. This position is assigned to the Community Development Department. The engineering land development function is one of the City divisions that review development applications and issue construction permits.

Because recruitment for the position was not successful, the City decided in 2023 to provide engineering land development services through a contract with JMD. The purpose of the subject contract is to continue the engagement with JMD for one year, with an option to extend the contract for a second year.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
July 1, 2022 – City Council authorizes the creation of a full-time position: Principal Engineer – Land Development.

June 27, 2023 – City Council approves one year contract with JMD.

June 25, 2024 – City Council extends contract with JMD for one additional year.

DISCUSSION
Engineering is a division with the Public Works Department. The division’s responsibilities include capital projects such as water, street, parks and other infrastructure planning and maintenance. Additionally, Engineering issues permits and reviews plans related to land development. Land development involves the issuance of permits and review of commercial and residential development applications. The engineering land development function issues permits for grading, ensures compliance with storm water regulations, processes subdivision maps, and ensures that adequate infrastructure is in place to support development.

Engineering is one of three divisions that comprise the development services function. The other divisions are Planning and Building. During the entitlement phase of a development application, Engineering works closely with Planning to determine feasibility, identify necessary public improvements, and write development conditions of approval. During the construction phase, Engineering processes Final Tract Map applications, issues construction permits for grading, Storm Water Pollution Prevention Plans (SWPP), conducts construction inspections, and provides other permit related support.

FISCAL IMPACT
The contract with JMD to provide engineering services is for an amount not to exceed $221,000. The Principal Civil Engineer position is budgeted at $171,700 per fiscal year. As the position has not been filled, salary savings will cover the cost of the contract in General Fund 101 and any costs associated with compliance with and review of the General Plan are sufficiently budgeted in General Plan Maintenance Fund 222.

ENVIRONMENTAL DETERMINATION
The contract for engineering services is exempt under the “common sense” exemption, Section 15061(b)(3), that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Engineering services will involve the review of development, but the contract is limited to professional services and does not involve construction or authorize new development.

Prepared By Jeff Kugel, Community Development
Director
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. Contract Services Agreement
Attachments
A. Contract Services Agreement.pdf

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF GLENDORA
and
JMDIAZ, INC.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
JMDIAZ, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2025 by and between the City of Glendora, a California municipal corporation (“City”) and JMDiaz, Inc., a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City seeks certain professional engineering and planning services as defined and described particularly in Article 1 and Exhibit “A” of this Agreement.

B. Consultant, following submission of a proposal, dated April 14, 2025 (“Proposal”) for the performance of the services defined and described herein, was selected by the City to perform such services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 2 The Scope of Services shall include the Consultant’s Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 3 and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Consultant’s Authorized Initials ___________________
Juan M. Diaz, President/CEO
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 4 By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer (as defined below) to the Consultant, incorporating therein any adjustment in (i) the Contract Sum (or a portion of the compensation due to Consultant) for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $50,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer.

Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 5

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Twenty One Thousand Dollars ($221,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant shall be deemed to have certify compliance with all provisions of this Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.

Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 6 ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of this Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Juan M. Diaz, President/CEO
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the Term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 7 Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the City’s Community Development Director, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 8 transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its sole cost and 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. Consultant 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 $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 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. Consultant 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 Consultant arising out of or in connection with the 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. Consultant 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 Consultant 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. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of Insurance. Consultant 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 complete, certified copies of all required insurance policies, at any time.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 9 (b) Duration of Coverage. Consultant 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 Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/Noncontributing. Coverage provided by Consultant 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 selfinsurance 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant 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 Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of Contract Provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. 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. Consultant 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 and automobile 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.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 10 (k) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved by the City in writing. (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.
(m) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the services who is brought onto or involved in the services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the services will be submitted to City for review. (n) City’s Right to Revise Specifications. The City reserves the right at any time during the Term of this Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Deductibles / Self-insured Retentions. Any deductibles and self-insured retentions must be declared to and approved by City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, it officers, officials, employees, agents and volunteers, or the Consultant shall provide a financial guarantee satisfactory to the city guaranteeing payment of losses and related investigations, claims administration and defense expense. (p) Timely Notice of Claims. Consultant 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. (q) Additional Insurance. Consultant 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.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees 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 the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 11 (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees; and
(d) Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 12 decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 13 This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant, as determined by the Contract Officer. The cure period may run concurrently with the termination period as provided in Section 7.7, if the option to cure in the alternative to termination. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 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. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 14 remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 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 attorneys’ fees on any appeal, and in addition a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows 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.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 15 ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultantso employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 16 in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Each of the parties intend to be bound by the signatures on any 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 waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 17 consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Juan M. Diaz, President/CEO

9.7 Authority.

The persons executing this Agreement 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 Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A Agreement – JMDiaz (Civil Engineer – Land Development) 06.24.2025 18 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement 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
CONSULTANT:

JMDIAZ, INC., a California corporation
Name: Juan M. Diaz
Title: President/CEO/Chief Financial Officer
Email: [email protected]
Address: 18645 E. Gale Avenue, Suite 212
Industry, CA 91748
Two corporate officer signatures required when Consultant 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.

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01240.0001 2012666.1 6/11/2025 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant shall perform the following professional services on an on-call basis, in support of the City’s Community Development Department and the duties of the City’s Civil Engineer (Land Development), among other City personnel. Such services shall include part-time staffing to assist the City’s Community Development Department and Land Development Engineering Division.
 In coordination with City Staff, supervise and participate in the review of plans; evaluate compliance with laws, ordinances and acceptable engineering standards, and recommend corrections or improvements; review legal descriptions and deeds for easements and rightsof-way.  Work with City departments and division staff to identify and prioritize needs; formulate cost estimates and develop implementation strategies.
 Review and recommend approval of plans and specifications, designs, cost estimates, environmental documents, reports, and studies for land development related projects.  Monitor and evaluate the efficiency and effectiveness of service delivery methods and procedures.
 Assess and monitor workload, support system and internal reporting.  Identify opportunities for improvement and reviews with the Community Development Director and City Engineer.
 Prepare and evaluate requests for proposals.
 Review plans of consulting/engineering firms performing work for the City and evaluate their performance.
 Provide technical assistance to other divisions and departments and City personnel.  Assist with the development of the City’s Land Development Division budget.  Participate on a variety of boards and commissions; attend and participate in professional group meetings.
 Attend and make presentations to City Council, boards, committees and commissions.  Assist City staff with handling difficult and sensitive inquiries and complaints, recommending and implementing corrective action, responding to public inquiries and complaints.

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 Assist with the compilation and analyzing of statistical data used to prepare technical reports relating to land development projects and programs.  Assist with the supervision of Land Development staff; participate in the screening and selection of division staff; train and evaluate employees; initiate and carry out appropriate disciplinary actions.
 Coordinate review of traffic engineering reports with the City consultant traffic engineer.  Assist with the preparation of reports required by federal, State and County agencies.  Coordinate land development projects with other City departments and divisions and outside agencies.
 Assist and participate in the selection of professional consultants to assist with the design and/or construction inspection of selected projects.
 Review plans and designs.
 Confer with applicants and contractors regarding land development projects.  Review and process plans for land development projects to ensure compliance with established contracts, City codes, and other applicable requirements.  Assist with the determination of and enforcement of applicable codes, regulations, and requirements for assigned projects.
 Review and process plans for subdivisions, lot line adjustments, lot mergers, and certificates of compliance; review and interpret easements.  Coordinate and provide oversight for geotechnical review process.  Oversee the activity of professional engineering consultants.  Assist with providing customer service and general assistance to land developers, architects, engineers, third party consultants, property owners, and the general public related to land development projects.
 Assist with answering questions about City construction projects, permit issuance procedures, and land development activities.

II. In addition to the requirements of Section 6.2, during performance of the services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Check-in call/meeting every week with the Community Development Director.

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III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

IV. Consultant will utilize the following personnel to accomplish the services:
a. Algis J. Marciuska, MBA, PE
b. Deepak Solanki
c. Henry Completo
d. Luis Castañeda
e. Gabriel Macias
f. Rafael Rincon
g. Jasmine Felix
Others as approved by the Contract Officer
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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

N/A
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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the services set forth herein at the following rates:

STAFF HOURLY
RATE
A. Algis Marciuska $211
B. Deepak Solanki $127
C. Luis Castañeda $163
D. Henry Completo $121
E. Gabriel Macias $84
F. Rafael Rincon $91
G. Jasmine Felix $76
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

III. The City will compensate Consultant for the services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

IV. The total compensation for the services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A 01240.0001 2012666.1 6/11/2025 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the requirements of the Contract Officer, or otherwise as required by City Staff.

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

Docusign Envelope ID: D1734E2C-781F-42F2-A757-28F77A14285A

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: Recreation and Human Services DISTRICT(S): 4
SUBJECT: Approval of a Facility Use Agreement between the City of Glendora, Glendora Unified School District and Glendora American Little League

RECOMMENDATION
That the City Council:

1. Approve the Facility Use Agreement between the City of Glendora, Glendora Unified School District and Glendora American Little League; and

2. Authorize the City Manager or his designee to execute the agreement, including making non-substantive changes.

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

EXECUTIVE SUMMARY
The City of Glendora (City), in partnership with the Glendora Unified School District (District) and Glendora American Little League (GALL), has drafted a Facility Use Agreement to define the terms of access, maintenance, and operational responsibilities for designated sports fields and facilities. This agreement ensures that GALL continues to have scheduled use of the fields while clarifying the roles and responsibilities of the City, District, and GALL in operating and maintaining the sports fields and facilities. Additionally, this agreement includes a per-player fee to help offset expenses related to ongoing maintenance, water, and electricity. Staff anticipates the District will prepare this item for consideration by the Board of Education in early July 2025.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
In 2013, the City entered into an agreement with the GALL that authorized the non-exclusive use of designated sports fields in exchange for undertaking certain specific responsibilities, which included the installation, maintenance, and repair of all fencing; field maintenance (weeding, planting, maintaining, mowing of turf); watering; lining and marking of fields; and other general maintenance activities. The agreement was in place for a five-year period, with options for renewals; the agreement was not renewed in 2018.

On January 30, 2024, the City and District approved a Master Joint Use Agreement that reaffirmed the longstanding collaboration and partnership between the City and District by incorporating all other previous agreements, and further clarified and streamlined City and District responsibilities related to the scheduling and coordination of sports fields and facilities, cost sharing of maintenance obligations, cost sharing of capital improvements, the implementation of a common fee for the use of sports fields and facilities, crossing guard services, library services, and the cost of the school resource officer program.

DISCUSSION
The purpose of this Agreement is to outline the terms of collaboration and ensure long-term sustainability between the City, District and GALL regarding the use, maintenance, and operation of City and District sports fields and facilities for GALL activities.

A summary of the terms of the Agreement is provided below:

GENERAL PROVISIONS
GALL shall have exclusive use to the fields at Sellers Elementary, Goddard Middle School, and Finkbiner Park during its regular season of play as identified in Exhibit A.

The regular season of play for GALL occurs from February to July each year.

GALL shall submit to the City a Field Allocation Application for scheduling of all games and practices to ensure exclusive use each year. All payments for the previous season must be completed prior to the City processing the next Field Allocation Application.

All schedule changes shall be subject to the review and approval of the City. Excessive schedule changes may impact future field allocations.

The use of fields outside of the regular season of play shall be at the discretion of the District and City. A separate Field Allocation Application must be submitted, including payment of all applicable fees.

All non-sports-related activities on the fields shall be subject to District and City review and approval. A Special Event Permit may be required for such activities.

In the event of inclement weather, the Parties shall work collaboratively to determine if the fields are safe for play to occur.

GALL shall provide the District and City all necessary documentation to verify non-profit status.

The use of vehicles at all fields is limited to the following:

1. Vehicles and equipment (less than 1,400 pounds) designed specifically for field preparation and maintenance may be driven on District property.

2. Vehicles used for the drop off and pick up of snack bar supplies may be driven on District property temporarily before or after games.

3. One golf cart may be used by GALL to transport elderly and mobility challenged individuals to and from parking and spectator areas.

4. Vehicles allowed on District property must use existing access roads and stay off all playing surfaces and turf to the extent possible.

No vehicles will be allowed on District property during regular school hours.

GLENDORA AMERICAN LITTLE LEAGUE RESPONSIBILITIES
Field-related maintenance and operational responsibilities:

1. Preparation and basic maintenance of the infield surfaces for games and practices.

2. Pitching mound installation, replacement, and maintenance, subject to the review and approval of the District and City.

3. Providing bases and base plugs for all fields being used.

4. Lining and dragging fields (before and between games).

5. Bat and helmet racks.

6. Provide Backstop pads at the fields at Goddard Middle School.

7. Provide and install yellow fence toppers.

8. Responsible for fencing, netting, and equipment at batting cages.

Furnish an American flag on an annual basis, made of durable material, and which complies with all applicable standards for size and design under the United States Flag Code. Previously used dirty, damaged, or otherwise unserviceable American flags shall be properly disposed of in accordance with the United States Flag Code.

Operate the snack bar in accordance with all applicable health and safety codes, including securing any requisite permits from Los Angeles County. The general cleanliness and upkeep of the snack bar and its surrounding area shall also be maintained.

All banners to be displayed on or near the fields shall be reviewed and approved by the District prior to being installed or hung. Quality and location must be consistent and remain presentable throughout the regular season of play. All banners must be removed at the conclusion of the regular season of play.

Maintain and operate the scoreboards for each field in good working order. Any repairs shall be subject to the review and approval of the District and City.

Conduct criminal background checks on all volunteers 18 years and older who may be in a position to coach and/or supervise youth under the age of 18 years of age. The failure of an individual to submit to a criminal background check will result in that individual being prohibited from coaching and/or supervising youth under the age of 18 years of age.

In compliance with California Health and Safety Code §124235, ensure that all volunteers, athletes, coaches, parents, guardians, and administrators involved in youth sports activities receive education and training regarding concussions and other types of head injuries. GALL shall provide the City and District verification that all volunteers and staff have completed the requisite training prior to commencement of the regular season of play.

CITY RESPONSIBILITIES
The City shall be responsible for the general maintenance of the fields including:

1. Mowing of the field turf and surrounding landscape areas.

2. Minor repairs and maintenance of the infield areas.

3. Graffiti abatement to City buildings.

4. Porter service for restroom cleaning. Cost for this service will be proportionally divided by the field users.

5. Porter service for trash removal. This includes the emptying of trash receptacles daily. Supplies or additional receptacles will be added on an as needed basis subject to the approval of the City.

6. Operational costs relating to lighting.

7. All fields will be shut down for routine summer maintenance.

8. Field renovation will be undertaken during alternate years to a standard suitable for recreational play. This may include some or all of the following: rototilling of the infield play area, grading, and, adding infield material when needed.

GLENDORA UNIFIED SCHOOL DISTRICT RESPONSIBILITIES
The District shall be responsible for the following general maintenance responsibilities:

1. District shall be solely responsible for the proper and adequate irrigation of all sports fields located on District property, including those used for City-affiliated athletic activities and local non-profit sports leagues.

2. Sports fields shall be irrigated in a manner that maintains the fields in a safe, healthy, and playable condition. This includes but is not limited to:

3. Ensuring consistent water application to promote turf health and growth.

4. Adjusting irrigation schedules based on seasonal needs, weather conditions, and water conservation measures as required by the City.

5. Complying with applicable laws, regulations, and best practices concerning water.

6. District shall inspect, maintain, and repair irrigation systems to ensure proper operation. Damaged or malfunctioning irrigation components shall be addressed promptly.

7. District shall monitor water usage.

8. Integrated Pest Management – The District would be responsible for any pest, weed, and vertebrate control.

9. The Sports Fields and Facilities will be available Monday through Saturday, with no activities scheduled on Sundays to allow fields to rejuvenate to the extent possible. Activities may be scheduled on Sundays as agreed to by the District and City on a case-by-case basis. The City will assume coordinating responsibility in scheduling Cityaffiliated athletic activities and other City functions after 4 p.m. Monday through Friday, and all day on Saturdays, at designated locations.

FISCAL IMPACT
While the City and District contribute to facility maintenance, GALL will share in certain financial responsibilities related to field enhancements or repairs beyond routine upkeep. These contributions will include infield field renovations, equipment purchases, and additional improvements necessary to accommodate the needs of the GALL. Any applicable fees or shared financial commitments will be transparently outlined within the agreement, ensuring fiscal accountabilities for all entities involved. This financial structure promotes sustainable facility management without imposing undue financial strain on either the City, District or the GALL.

The City, District, and GALL have agreed to enter into an individual agreement to facilitate ongoing maintenance to the Sports Fields and Facilities. GALL has assessed a $15 per player enrolled in the GALL this spring. Annually, the amount will increase annually by 5%, effective July 1
st
. The new total will be communicated each year in writing. Payment shall be made to the City within 30 days of commencing GALL play. It is estimated that this will generate approximately $6,000 this year.

The total per player fee revenue of $6,000 will only cover a portion of the costs related to ongoing maintenance of the Sports Fields and Facilities during GALL’s regular season of play. For use outside the regular season of play, the GALL will be subject to the same user fees assessed to outside groups (those not City-affiliated), as determined by the District and City, and be billed separately. For example, it is estimated that during “Fall Ball”, GALL will pay approximately $6,000 in rental fees, the revenue of which also goes to covering a portion of the costs related to ongoing maintenance.

ENVIRONMENTAL DETERMINATION
There is no environmental impact associated with this report.

Prepared By Annie Warner, Recreation Manager
Concurs With Not Applicable
Reviewed By Adam Raymond, City Manager
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. Facility Use Agreement between City-GUSD-GALL
B. Presentation
Attachments
A. Facility Use Agreement City-GUSD-GALL.pdf
B. Preesentation.pdf

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FACILITY USE AGREEMENT

BY AND BETWEEN GLENDORA UNIFIED SCHOOL DISTRICT
,CITY OF GLENDORA, AND
GLENDORA AMERICAN LITTLE LEAGUE, INC.

This FACILITY USE AGREEMENT (“Agreement”), is made and entered into on _______ day of ___________, 2025 (Effective Date), by and between Glendora Unified School District (“District”), a public school district duly organized and existing under the laws of the state of California, the City of Glendora (“City”), a general law city duly organized and existing under the constitution and laws of the state of California, and the Glendora American Little League, Inc. (“League”), a nonprofit corporation duly organized and registered under the laws of the state of California. The District, City, and League may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS
WHEREAS, California Education Code (“Education Code”) sections 10900 et seq. (“Community Recreation Act”), authorize the City and the District to organize, promote, and conduct programs for community recreation, and to cooperate in providing community recreation programs and facilities that will contribute to general recreational and educational objectives for children and adults of the State; and WHEREAS, under Education Code section 10905, two or more public authorities may cooperate with each other to carry out the purposes set forth in section 10900, and to that end may enter into agreements with each other and may do all things necessary and convenient to aid and cooperate in carrying out said purposes; and WHEREAS, the City and District entered into a Master Joint Use Agreement ("Master Agreement") on January 30, 2024, for shared facility use; and
WHEREAS, the League is a nonprofit organization dedicated to promoting youth sports and community engagement; and
WHEREAS, the District owns and operates multiple properties, including school sites (“District Site(s)”), with classroom buildings, recreational play fields, hardscapes, and other types of facilities available for the League use (“District Premises”); and
WHEREAS, the City owns and operates multiple properties and active use areas (“City Site(s)”), which include recreational play fields, hardscapes, and other types of facilities available for League use (“City Premises”); and WHEREAS, District and City Sites are sometimes referred to collectively herein as the “Sites,” and District and City Premises are sometimes referred to collectively herein as the “Premises” or “Facilities; and WHEREAS, the League desires to use certain sports field facilities (“Sports Fields”) located at the identified Sites as detailed in EXHIBIT A, attached hereto, and incorporated herewith, for the purpose of operation and administration of its youth sports little league program (“Program”), as more fully described in, and subject to the terms of, EXHIBIT B attached hereto and incorporated herein; and WHEREAS, the District Board of Education (“Board”), in accordance with Education Code sections 38130 et seq. (Civic Center Act), is authorized to permit the use of school facilities or grounds by organizations and individuals for purposes that support youth services, supervision, and activities; and

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WHEREAS, consistent with the terms of the Master Agreement, the Parties seek to formalize the League’s use of the Premises and Facilities identified on Exhibit A by granting a license for such use and establish operational and administrative conditions for such use; and
WHEREAS, in accordance with Education Code section 17529, through the approval of this Agreement, the District has determined that League’s use of the Premises will not: (1) interfere with educational programs or activities of any school or class conducted on District school sites, (2) unduly disrupt the residents in the surrounding neighborhood, or (3) jeopardize the safety of the children on District-owned property.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the League, District, and City agree as follows:

AGREEMENT
1 GENERAL PURPOSE.

1.1 The purpose of this Agreement is intended to affirm and establish a partnership of collaboration between the League, District, and City in the context of the Master Agreement approved by the District and City.

1.2 The Master Agreement authorizes the District and City to: 1) allow the City to assume coordinating responsibility for the use of District Sports Fields and Facilities; 2) develop and implement a common fee or set of fees that local non-profit sports leagues will be required to pay to help offset the ongoing maintenance costs, including water and electricity, associated with use of the Sports Fields and Facilities; 3) consider individual agreements with local non-profit sports leagues, in lieu of the common fee, to facilitate mutually agreed improvements and ongoing maintenance to the Sports Fields and Facilities; and 4) develop and implement a standard agreement for the local nonprofit sports leagues that includes a code of conduct and outlines the minimum level of responsibility each local sports league must adhere to. 2 SCOPE.

2.1 The Master Agreement is hereby incorporated by reference as though fully set forth herein. Except as expressly provided herein, the terms of the Master Agreement are applicable to, and govern, this Agreement. In the event of a conflict between the Master Agreement and this Agreement, the terms of this Agreement shall govern.

2.2 All defined terms not defined herein shall have the same definition and meaning given to those terms in the Master Agreement.
3 AGREEMENT TO COOPERATE. The Parties hereby agree to cooperate in coordinating their respective rights and responsibilities under this Agreement.

3.1 The Parties shall promptly respond to concerns relating to use of the Premises expressed by any other Party or neighbors. The response shall include, without limitation, acknowledging receipt of the concerns raised, taking steps to investigate the concern, engaging in a dialogue with the concerned Party, and addressing the concerns.

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3.2 The Parties, at their sole cost and expense, shall provide the necessary personnel, equipment, or other property to perform their respective obligations herein.

3.3 When used herein, the term “Agents” shall mean a Party’s officers, board members, directors, members, representatives, officials, consultants, employees, trustees, volunteers, contractors, subcontractors, and agents. The term “Invitees” shall mean a Party’s invitees, guests, and visitors.

A Party’s Agents and Invitees may be referred to collectively as “Personnel”.

3.4 Policies and Procedures.

3.4.1 The League, District, and City shall share information for the use of the Sports Fields and Facilities which shall include, without limitation, the following: (a) the names, phone numbers, and e-mails of persons authorized by each Party to resolve operational issues relating to this Agreement, (b) the establishment of records regarding this Agreement, and (c) the dedicated administrative and operational personnel to effectuate the terms of this Agreement.
4 CIVIC CENTER ACT STATEMENT OF INFORMATION. Pursuant to the Civic Center Act (Cal. Education Code section 38136), prior to commencement of the Term of this Agreement, the League shall provide the District with a Statement of Information, attached as EXHIBIT C, executed under penalty of perjury. 5 DESCRIPTION OF DISTRICT PREMISES. For the purposes of this Agreement, the District Premises shall include classroom buildings, recreational facilities, equipment, landscaping, and other facilities, including public restrooms, unless otherwise indicated, as further described in the Site-Specific Exhibits attached hereto, located at the District’s Sites. The City acknowledges that, to the extent District Premises are operational school sites, City use, including League use, of District Premises under this Agreement shall not interfere with school activities.
6 DESCRIPTION OF CITY PREMISES. For the purposes of this Agreement, the City Premises and Facilities available for use by the League are specified in Exhibit A attached hereto, which shall include the recreational facilities, landscaping, and public restrooms, located upon the City Premises. 7 TITLE TO PREMISES. Nothing in this Agreement shall in any way alter the District’s or City’s fee title ownership interest in their respective Premises. Nothing herein shall be construed as creating ownership interest, easement, or any other possessory, or non-possessory, interest in the Premises except a definedterm license for use. 8 TERM AND TERMINATION.

8.1 Term. The Term of this Agreement shall commence on the Effective Date, following Board and City Council approval and shall continue for three (3) years (“Term”), unless sooner terminated by any provision herein.

8.2 Termination. This Agreement may be terminated by either the League, District, or City, with a ninety (90) day prior written notice to the other Parties, provided, however, that no such termination shall affect or modify any rights, duties, or obligations of either Party arising from its acts or omissions prior to such termination. Any outstanding fees or capital contributions owed by any of the Parties, including for capital projects not yet completed but previously agreed to, will

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still be owed.

8.2.1 Upon termination of this Agreement, the League shall be responsible for restoring the Premises to its condition at the time League began use, with no damage thereto, reasonable wear and tear excepted.

8.2.2 Any early termination under this section shall not release the League from payment of any sum then due to the District or from any claim for damages or rent previously accrued or then accruing against the Organization.

8.2.3 Upon the Termination Date the League shall surrender use of the Premises, remove all personal property, and leave the Premises, including any District-owned fixtures, in a neat and clean condition.

8.2.4 The foregoing provisions are in addition to and not a limitation of any other rights or remedies available to the District.
9 USE OF PREMISES.

9.1 Commencement. Upon commencement of this Agreement, the District and City do hereby grant a license to the League, subject to the terms and conditions herein and all Exhibits attached hereto, to use the Premises, set forth in EXHIBIT A attached hereto, for the sole purpose of the League’s Program as more fully described in EXHIBIT B attached hereto, in accordance with applicable federal, state, local laws and regulations, and District Policies and Regulations relating to the Premises and to the League’s use thereof.

9.2 Priority Use.

9.2.1 The District shall have exclusive use and control of the District-owned Sports Fields and Facilities as required to provide educational services and programs.

9.2.2 The City shall have the next priority for use of the District-owned Sports Fields and Facilities in scheduling City-affiliated athletic activities and other City functions.

9.3 Premises. The League acknowledges that the Premises are part of a public-school site. Use of the Premises under this Agreement shall not interfere or conflict with the District Site’s operation of school activities.

9.4 Personal Property. Neither the District nor City shall have no duty or responsibility for the protection, safeguarding, care, or storage of any personal property, nor shall the District or City be liable for any damage to personal property used or left on the Premises or any surrounding District or City property by the League or its Personnel, customers, guests, or invitees, including but not limited to damage caused by fire, earthquake, acts of nature, vandalism, or burglary.

9.5 Permitted Use. The League shall use the Premises solely for its Program during the dates, times, and at the locations specified in EXHIBIT A, subject to the District’s right of entry described herein or as otherwise mutually agreed on by the Parties in writing.

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9.5.1 The League shall be responsible for ensuring that the portions of the School Site buildings not included in the Program are not disturbed in any manner and that the Premises are vacated as scheduled. Facilities shall be vacated promptly at the conclusion of the use period each day and be left in a clean and orderly condition.

9.6 Entry and Access to Premises. The District its agents, and employees shall have the right to enter the Premises at any time for any purpose including, without limitation, inspection, maintenance, and posting of reasonable signs and notices to protect the rights of the District.

9.6.1 The League, its agents, employees, licensees, and invitees (collectively “League Personnel”) shall have all rights of ingress and egress to and from the Premises over such other portion of the District Sites as may be reasonably necessary for the use of the Premises during the dates, times, and at the locations specified in Exhibit A.

9.7 Emergencies. There may, from time to time, be unanticipated maintenance emergencies (e.g., water main break, roof leak, etc.) which are unavoidable, and which interrupt otherwise approved Facility use. In the event of an emergency, the Parties shall have the right to cancel scheduled use of their Premises without prior notice. The Parties shall provide notice of all unanticipated maintenance emergencies as soon as possible, to expedite scheduling use of alternative facilities.

If the cancelling Party is the Owner, it shall make good faith and reasonable efforts to provide alternative, available recreation space for the League’s originally scheduled use, which the League shall not unreasonably refuse.

9.8 Administration and Operation of the Program. The League represents that it is qualified to administer and operate its Program.

9.8.1 The League shall be solely responsible for the administration and operation of its Program, including the hiring of all employees.

9.8.2 The League shall be responsible for verifying the qualifications, credentials, certificates, and licenses of its staff, agents, consultants, and/or subcontractors who may provide services in conjunction with the League’s Program on the Premises.

9.8.3 Permits and Licenses. The League shall be solely responsible for obtaining any permits, licenses, or other permission necessary for its Program from all governmental agencies having jurisdiction.

9.9 Personnel and Equipment.

9.9.1 The Parties at their sole cost and expense, shall provide, when using a Premises: (i) such employees, volunteers, or others as are necessary to ensure the safety of all participants, spectators, and others present in connection with such use; and (ii) all personal property (e.g., equipment, materials, supplies, and/or other items) as necessary to permit the use to occur and as necessary to ensure the safety of all participants, spectators, and others present in connection with such use.

9.9.2 The Parties specifically agree that personnel hired by a Party shall be employees or

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independent contractors of that Party and shall not be construed as employees or independent contractors of the other Party for any purpose whatsoever. If a Party wishes to use the other Party’s employees or independent contractors in the conduct of programs (i.e., lifeguards, gym attendants, sport camp instructors, contract instructors, audio-visual crew, technical staff, etc.), the use of such employees shall be subject to a separate written agreement to be negotiated by that Party on terms to be mutually agreed upon.

9.10 Supervision. The League shall train and provide an adequate number of competent Personnel to supervise all activities on the Premises, including ensuring the area is properly used and participants stay within the designated area and do not stray into adjacent areas not subject to use. The League shall enforce all the rules, regulations, and policies while supervising activities or programs on the Premises.

9.10.1 Fingerprinting and Criminal Background Investigation. If applicable or requested by the District, the League shall be responsible for ensuring compliance with all applicable fingerprinting and criminal background investigation requirements described in California Education Code section 45125.1, which may be met under the fingerprinting provisions of Title 22 of the California Code of Regulations and applicable provisions of the California Health and Safety Code relevant to community care facility licensing. (Health & Safety Code §§ 1500 et seq.) If required, the League shall complete EXHIBIT D and verify compliance with the fingerprinting and criminal background investigation requirements to the District prior to each individual’s commencement of employment or participation in the League’s Program and prior to permitting contact with any pupils.

9.10.2 Sale, Distribution and Consumption of Alcoholic Beverages. Any uses which involve the serving or sale of alcoholic beverages or conducting games of chance are prohibited on the Premises. The League shall comply with the District-wide policy prohibiting intoxicating beverages, narcotics, tobacco products, and performance-enhancing dietary supplements that specifically promote muscle-building, commonly known as steroids, from the Premises at all times.

9.10.3 Increased Insurance. The League shall not permit anything to be done in or about the Premises, which will increase the existing rate of insurance upon the Premises or cause the cancellation of any insurance policy covering said Premises.

9.11 Coordination, Use, and Areas of Responsibility.

9.11.1 Any and all persons using the Sports Fields and Facilities shall abide by all applicable state and federal laws and regulations as well as local District and City policies, administrative regulations, and applicable codes of conduct.

9.11.2 The League, District, and City will meet regularly as part of the Sports Council on a monthly basis, or as needed, to discuss and coordinate operations, scheduling the use of the Sports Fields and Facilities, and make any adjustments as necessary. The District will work with the City to coordinate all City-affiliated athletic activities and local non-profit sports leagues before any other agency, organization, or sports/club league. The Sports Fields and Facilities will be available Monday through Saturday, with no activities

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scheduled on Sundays to allow fields to rejuvenate to the extent possible; activities may be scheduled on Sundays as agreed to by the District and City. After 4 p.m. Monday through Friday, at designated locations, the City will assume coordinating responsibility in scheduling City-affiliated athletic activities and other City functions.

9.11.3 The District shall notify the City in advance of any additional events proposed for the District-owned Sports Fields and Facilities, which were not originally scheduled and conflict with a City or related use, as soon as practical. To the extent possible, such District events shall take priority over any other previously scheduled events.

9.11.4 The Parties agree to the use and areas of responsibility as outlined in EXHIBIT B. 10 COMMON FEE FOR SPORTS FIELDS AND FACILITY USE.

10.1 The District and City agreed as part of the Master Agreement to develop and implement a common fee or set of fees that local non-profit sports leagues will be required to pay to help offset the ongoing maintenance costs, including water and electricity, associated with use of the Sports Fields and Facilities. The District and City would also consider individual agreements with local non-profit sports leagues, in lieu of the common fee, to facilitate mutually agreed improvements and ongoing maintenance to the Sports Fields and Facilities.

10.2 The League, District, and City have agreed to enter into an individual agreement to facilitate ongoing maintenance to the Sports Fields and Facilities. The League will assess $15 per player enrolled in the League, which will increase annually by 5%. The new increased amount per player will take effect each July 1st, commencing with July 1, 2026, and will be communicated in writing.

Payment shall be made to the City within 30 days of commencing League play.

10.3 This fee shall only cover costs related to ongoing maintenance of the Sports Fields and Facilities during the League’s regular season of play as noted in Exhibit B. For use outside the regular season of play, the League will be subject to the same user fees assessed to outside groups (those not City-affiliated), as determined by the District and City, and be billed separately. 11 CONDITION OF PREMISES. The Premises are provided to the League on an “AS IS” basis.

11.1 The District or City shall not be required to make or construct any alterations including structural changes, additions, or improvements to the Premises. By entry and use of the Premises pursuant to this Agreement, the League accepts the Premises in “AS IS” condition.

11.2 The League acknowledges that neither the District or City nor their respective agents have made any representation or warranty as to the suitability of the Premises for the League’s Program as described herein. Any agreements, warranties, or representations not expressly contained in this Agreement shall in no way bind the District or City, and the League expressly waives all claims for damages against the District or City by reason of any statement, representation, warranty, promise, or agreement, if any, not contained in this Agreement.

11.3 Upon surrender of the Premises, the League shall deliver the Premises in the same condition as upon entry, normal wear and tear and approved alterations and improvements excepted.

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11.4 The League shall be responsible for restoring the Premises to the condition prior to the commencement of this Agreement with no damage thereto, excepting reasonable wear and tear. 12 CAPITAL IMPROVEMENTS.

12.1 All capital improvements shall only be effectuated following the express written permission of the District and City. Approval by the District and City must be given in writing prior to commencing any construction activity on such capital improvements set forth in this Agreement. All necessary permits and approvals, from the requisite approving authorities, will need to have been secured prior to any construction activity occurring with respect to such capital improvements. All costs related to the capital improvements that specifically benefit the League will be borne by the League.

12.2 Capital improvements/assets include land, land improvements, buildings, building improvements, construction, machinery and equipment, vehicles, infrastructure, easements and works of art. 13 SECURITY AND SUPERVISION.

13.1 The League shall supply an adequate number of trained and competent Personnel to supervise the Program and its use of the Premises.

13.2 No less than two (2) adults shall be present at all times during the League’s Program.

13.3 The League shall utilize its best efforts to enforce all District and City rules, regulations, and policies while supervising Programs on the Premises.

13.4 The school building administrator or District Operations Support Services or City staff are authorized to require appropriate security and supervision of all activities held on District property.

13.5 Safety of Property. The District and City make no warranties or representations as to the safety or security of the Premises.

13.5.1 The League acknowledges, understands, and agrees that the District and City are neither responsible for nor has the obligation to supply, provide, establish, maintain, or operate Safety Measures (defined below) for the Premises.

13.5.2 The District or City shall not be liable for, and are each hereby released from all responsibility for any damage, loss, or injury to either persons or property resulting or arising out of any criminal activity (including, but not limited to, any damage, loss, or injury resulting from intrusions, petty theft, vandalism, or other similar acts), that may occur on or near the Premises, regardless of whether the District or City was able to, actually did, or failed to provide notice to the League of a safety incident or situation occurring on the Premises which led to the damage, loss, or injury.

13.5.3 Safety Measures. The League shall be responsible, at its sole cost, for supplying, providing, establishing, maintaining, and operating its own safety measures, protocols,

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personnel, or systems to encourage and ensure the security of the League, its Personnel, and the Premises (“Safety Measures”); provided, however, that the League must notify the District and City prior to employing the Safety Measures. 14 ACCIDENT/INCIDENT REPORTING. League shall submit written accident/incident reports to the District and City as soon as practicable, but not more than twenty-four (24) hours, after the occurrence of or League’s receipt of information or notice regarding any accident or incident that occurs on the Premises including related claims, arrest, or criminal charges associated with League’s use of the Premises or League Personnel working on the Premises or for the Program. Submission of written accident/incident reports shall be pursuant to the section entitled “Notice.” Accident/injury reports shall also be verbally reported to the District Facilities Department and City during business hours and to the District’s and City’s after-hours contact, provided outside of this Agreement, during non-business hours. The District and City shall verbally report to any relevant accident or incident to League’s during business hours or to the League after-hours contact provided outside of this Agreement, during non-business hours. 15 INDEMNIFICATION AND HOLD HARMLESS.

15.1 The League shall defend, indemnify, and hold the District and City, its officers, employees, and agents harmless from and against any and all liability, loss, expense, attorneys’ fees, or claims from injury or damages, arising out of the League’s performance of the terms set forth in this Agreement and/or the use of the Premises and Facilities to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result of the negligent or intentional acts or omissions of the League, its officers, agents, or employees. 16 INSURANCE.

16.1 Each Party shall procure and maintain general liability insurance at its sole expense to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons, and also to protect against loss from liability imposed by law for damages to any property. Such liability and property damage insurance shall be maintained in full force and effective throughout the term of the Agreement and any extension(s) thereof in an amount no less than three million dollars ($3,000,000) for liability and property. Any deductibles or self-insured retentions must be declared. All Parties agree to exchange insurance documents annually. The City and District may update the insurance requirements on an annual basis. All changes in insurance requirements will be communicated at least 90 days prior to the effective date of the change. 17 VIOLATION AND NON-COMPLIANCE.

17.1 In the event of a violation or non-compliance by the League with any terms of this Agreement, the District and/or City shall notify the League in writing, specifying the nature of the breach and providing a reasonable timeframe for remediation. If the League fails to address and remedy the breach within the specified timeframe, the District and/or City may pursue any or all of the following remedies:

17.1.1 Suspend play at one or more fields for a period of time to be determined by the District and City.

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17.1.2 Suspend any obligations under this Agreement.

17.1.3 Terminate the Agreement.

17.1.4 Recover any damages or costs incurred as a result of the breach. 18 NOTICES. Notices required or permitted to be given by a Party hereunder shall be sufficiently given if made in writing and delivered either personally or by certified mail, postage prepaid, to the other Party at the following address or to such other address as may be designated from time to time in a written notice given pursuant hereto by the concerned Party. A notice may be sent via email so long as the notice is also given in the manner set forth above. The Parties’ notice addresses are as follows:

CITY
City of Glendora
City Manager’s Office
116 E. Foothill Boulevard
Glendora, CA 91741
Email: [email protected]

DISTRICT
Glendora Unified School District
Superintendent
500 North Loraine Avenue
Glendora, CA 91741
Email: [email protected]
LEAGUE
Glendora American Little League
XXXX
XXXX
XXXX
19 MISCELLANEOUS.

19.1 Severability.

19.1.1 If any section, clause, or phrase of the Agreement or the application thereof to any Party or any other person or circumstance isfor any reason held to be invalid by a final decision of a court of competent jurisdiction, it shall be deemed severable and the remainder of the Agreement or the application of such provisions to any other Party or through other persons or circumstances shall not be affected thereby.

19.2 Non-Assignability of Participating Interests.

19.2.1 The rights and duties of any Party to this Agreement shall not be assignable or transferable to any other party.

19.3 Section Headings.

19.3.1 The section headings herein are for the convenience of the Parties only and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, or intent of the provisions or language of this Agreement.

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19.4 Laws of California.

19.4.1 This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California.

19.5 Successors.

19.5.1 The Agreement shall be binding upon and shall ensure to the benefit of the successors of the Parties hereto.

19.6 Authority.

19.6.1 The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute and deliver this Agreement on behalf of said Party, and the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

19.7 Counterparts.

19.7.1 This Agreement 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 Agreement based on the form of signature.

19.8 Attorneys’ Fees.

19.8.1 If any 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 shall be entitled to reasonable attorneys’ fees incurred in such action or proceeding, in addition to any other relief which may be granted. Otherwise the Parties shall each be responsible for its own attorneys’ fees with respect to the terms of this Agreement.
[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement 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
DISTRICT:

Glendora Unified School District
Dominic J. DiGrazia, Ed. D.

Superintendent
Janette Walczak
Assistant Superintendent of Business Services/
Chief Business Official

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LEAGUE:

Glendora American Little League
XXXX
XXXX
XXXX
XXXX

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EXHIBIT A

SPORTS FIELDS FOR THE USE OF GLENDORA AMERICAN LITTLE LEAGUE Sports Fields Locations Primary/Spring Season Secondary/Fall Season Goddard Middle School
Major Field Mon- Sat Mon- Sat
AAA Field Mon- Sat Mon -Sat
AA Field Mon- Sat Sun
A Field Mon -Sat Sun
Track Mon- Sat Sun
Sellers Elementary
Sellers East Mon- Fri Not available
Sellers West Mon- Fri Not available
Sellers South Mon- Fri Not available
Cullen Elementary Mon- Fri Not available
Finkbiner Park
Softball Fields Wednesday Not available

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EXHIBIT B

GENERAL PROVISIONS, ROLES, RESPONSIBILITIES

GENERAL PROVISIONS
A. The League shall have exclusive use to the fields at Sellers Elementary, Goddard Middle School, and Finkbiner Park during its regular season of play as identified in Exhibit A.

B. The regular season of play for the League occurs from February to July each year.

C. The League shall submit to the City a Field Allocation Application for scheduling of all games and practices to ensure exclusive use each year. All payments for the previous season must be completed prior to the City processing the next Field Allocation Application.

D. All schedule changes shall be subject to the review and approval of the City. Excessive schedule changes may impact future field allocations.

E. The use of fields outside of the regular season of play shall be at the discretion of the District and City.

A separate Field Allocation Application must be submitted, including payment of all applicable fees.

F. All non-sports-related activities on the fields shall be subject to District and City review and approval. A Special Event Permit may be required for such activities.

G. In the event of inclement weather, the Parties shall work collaboratively to determine if the fields are safe for play to occur.

H. The League shall provide the District and City all necessary documentation to verify non-profit status.

LEAGUE RESPONSIBILITIES
A. Field-related maintenance and operational responsibilities:

1. Preparation and basic maintenance of the infield surfaces for games and practices.

2. Pitching mound installation, replacement, and maintenance, subject to the review and approval of the District and City.

3. Providing bases and base plugs for all fields being used.

4. Lining and dragging fields (before and between games).

5. Bat and helmet racks.

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6. Provide Backstop pads at the fields at Goddard Middle School.

7. Provide and install yellow fence toppers.

8. Responsible for fencing, netting and equipment at batting cages.

B. Furnish an American flag on an annual basis, made of durable material, and which complies with all applicable standards for size and design under the United States Flag Code. Previously used dirty, damaged, or otherwise unserviceable American flags shall be properly disposed of in accordance with the United States Flag Code.

C. Operate the snack bar in accordance with all applicable health and safety codes, including securing any requisite permits from Los Angeles County. The general cleanliness and upkeep of the snack bar and its surrounding area shall also be maintained.

D. All banners to be displayed on or near the fields shall be reviewed and approved by the District prior to being installed or hung. Quality and location must be consistent and remain presentable throughout the regular season of play. All banners must be removed at the conclusion of the regular season of play.

E. Maintain and operate the scoreboards for each field in good working order. Any repairs shall be subject to the review and approval of the District and City.

F. Conduct criminal background checks on all volunteers 18 years and older who may be in a position to coach and/or supervise youth under the age of 18 years of age. The failure of an individual to submit to a criminal background check will result in that individual being prohibited from coaching and/or supervising youth under the age of 18 years of age.

G. In compliance with California Health and Safety Code §124235, ensure that all volunteers, athletes, coaches, parents, guardians, and administrators involved in youth sports activities receive education and training regarding concussions and other types of head injuries. The League shall provide the City and District verification that all volunteers and staff have completed the requisite training prior to commencement of the regular season of play.

CITY RESPONSIBILITIES
A. The City shall be responsible for the general maintenance of the fields including:

1. Mowing of the field turf and surrounding landscape areas.

2. Minor repairs and maintenance of the infield areas.

3. Graffiti abatement to City buildings.

4. Porter service for restroom cleaning. Cost for this service will be proportionally divided by the field users.

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5. Porter service for trash removal. This includes the emptying of trash receptacles daily. Supplies or additional receptacles will be added on an as needed basis subject to the approval of the City.

6. Operational costs relating to lighting.

7. All fields will be shut down for routine summer maintenance.

8. Field renovation will be undertaken during alternate years to a standard suitable for recreational play. This may include some or all of the following: rototilling of the infield play area, grading, and, adding infield material when needed.

B. The use of vehicles at all fields is limited to the following:

1. Vehicles and equipment (less than 1,400 pounds) designed specifically for field preparation and maintenance may be driven on District property.

2. Vehicles used for the drop off and pick up of snack bar supplies may be driven on District property temporarily before or after games.

3. One golf cart may be used by the League to transport elderly and mobility challenged individuals to and from parking and spectator areas.

4. Vehicles allowed on District property must use existing access roads and stay off all playing surfaces and turf to the extent possible.

5. No vehicles will be allowed on District property during regular school hours.

DISTRICT RESPONSIBILITIES
A. The District shall be responsible for the following general maintenance responsibilities:

1. Irrigation of Sports Fields
a. District shall be solely responsible for the proper and adequate irrigation of all sports fields located on District property, including those used for City-affiliated athletic activities and local non-profit sports leagues.
b. Sports fields shall be irrigated in a manner that maintains the fields in a safe, healthy and playable condition. This includes but is not limited to:

I. Ensuring consistent water application to promote turf health and growth.

II. Adjusting irrigation schedules based on seasonal needs, weather conditions, and water conservation measures as required by the City.

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III. Complying with applicable laws, regulations, and best practices concerning water. c. District shall inspect, maintain, and repair irrigation systems to ensure proper operation.

Damaged or malfunctioning irrigation components shall be addressed promptly. d. District shall monitor water usage.

2. Integrated Pest Management – The District would be responsible for any pest, weed, and vertebrate control.

B. The Sports Fields and Facilities will be available Monday through Saturday, with no activities scheduled on Sundays to allow fields to rejuvenate to the extent possible. Activities may be scheduled on Sundays as agreed to by the District and City on a case-by-case basis. The City will assume coordinating responsibility in scheduling City-affiliated athletic activities and other City functions after 4 p.m. Monday through Friday, and all day on Saturdays, at designated locations.

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EXHIBIT C

CALIFORNIA CIVIC CENTER ACT

STATEMENT OF INFORMATION

CERTIFICATION TO BE COMPLETED BY ORGANIZATION
The undersigned states that, to be best of his or her knowledge, the school property(ies) for use of which application is hereby made will not be used for the commission of any act intended to further any program or movement the purpose of which is to accomplish the overthrow of the government of the United States by force, violence, or other unlawful means.

That [Proper Name of Organization], the organization on whose behalf he orshe is making application for use of school property(ies), does not, to the best of his or her knowledge, advocate the overthrow of the government of the United States or of the State of California by force, violence, or other unlawful means, and that, to the best of his or her knowledge, it is not a Communist action organization or Communist front organization required by law to be registered with the Attorney General of the United States. This statement is made under the penalties of perjury.

Date:

Proper Name of Organization:

Signature:

Print Name:

Title:

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EXHIBIT D

CRIMINAL BACKGROUND INVESTIGATION
FINGERPRINTING AND MEGAN’S LAW CERTIFICATION

CERTIFICATIONTO BE COMPLETED BY LEAGUE

THE UNDERSIGNED MUST CHECK EACH BOX AND EXECUTE THIS FORM AND THEREBY CERTIFIES TO THE GOVERNING BOARD OF THE DISTRICT THAT:
☒ Fingerprint / Background Check Certification (Education Code § 45125.1).

Pursuant to Education Code Section 45125.1, Organization has obtained for any employee (orsubconsultant(s)’s employee) who will interact with pupils, outside of the immediate supervision and control of the pupil’s parent or guardian or a school employee, a valid criminal records summary provided by the Department of Justice (DOJ).

The employee must provide sets of fingerprints to the DOJ that the DOJ will use to obtain criminal record summary information from itself and the Federal Bureau of Investigation (FBI).

The DOJ shall review the criminal record summary it obtains from its internal search and from the FBI to ascertain whether an applicant for employment has a conviction, or an arrest pending final adjudication, for any sex offense, controlled substance offense, crime of violence, or serious or violent felony. If the criminal record summary for an employee reflects a conviction or arrest for any of these, that employee shall not perform any services for the District.

The Organization shall immediately provide any subsequent arrest and conviction information it receives to the District pursuant to the subsequent arrest service.
☐ Megan’s Law (Sex Offenders).

I have verified and will continue to verify that the employees of Organization that will be on District property and the employees of League’s subcontractor(s) that will be on District property are not listed on California’s “Megan’s Law” Website (http://www.meganslaw.ca.gov/).

Date:

Proper Name of Organization:

Signature:

Print Name:

Title:

CITY OF GLENDORA, GLENDORA UNIFIED SCHOOL

DISTRICT AND GLENDORA AMERICAN LITTLE LEAGUE

FACILITY USE AGREEMENT

CITY COUNCIL MEETING
JUNE 24, 2025

HISTORY
• Glendora American Little League (GALL) – 2013
o Agreement between the City and GALL
o Authorized non-exclusive use for a period of 5 years (option for renewals) o Outlined specific responsibilities for GALL:
• Installation, maintenance and repair of all fencing
• Field maintenance (weeding, cleaning, planting/maintaining/mowing turf) • Field watering
• General maintenance
• Lining and marking of field
o Ensured public access to field when not in use by GALL o Agreement not renewed in 2018

PURPOSE AND GOALS
• ENSURE LONG-TERM SUSTAINABILITY
• CLEARLY DEFINE TERMS OF COLLABORATION
• MAINTAIN EQUITABLE COST-SHARING AMONG

STAKEHOLDERS

LEAGUE RESPONSIBILITIES
• Field preparation and basic maintenance
• Pitching mound installation & upkeep
• Providing bases, base plugs, bat & helmet
racks
• Maintaining backstop pads and fencing
• Operating snack bar under health/safety
codes
• Criminal background checks for all volunteers
• Ensuring concussion & head injury training
compliance

DISTRICT RESPONSIBILITIES
• Proper and adequate irrigation of all sports
fields
• Inspect, maintain, and repair irrigation
systems
• Monitor water usage
• Responsible for any pest, weed, and vertebrate
control

CITY RESPONSIBILITIES
• Mowing of the field turf and surrounding
landscape
• Graffiti abatement of City buildings
• Porter service for restroom cleaning. Cost of
this service will be divided proportionally by
the field users
• Porter service for trash removal – subject to
city approval
• Operational costs relating to lighting
• Coordination of scheduling City affiliated
athletic activities and other City functions

FISCAL IMPACT
•City and School District: Responsible for facility maintenance •GALL Financial Responsibilities:
•Share costs for field enhancements or repairs beyond routine upkeep. •Contributions include:
•Infield field renovations.
•Equipment purchases.
•Additional improvements to meet league needs.

RECOMMENDATIONS

1. Approve the Facility Use Agreement between the City of Glendora, Glendora Unified School District and Glendora American Little League; and

2. Authorize the City Manager or his designee to execute the agreement, including making minor non-substantive changes.

STAFF REPORT
TO: Mayor and Council Members DATE: June 24, 2025
FROM: City Manager DISTRICT(S): Citywide
SUBJECT: City Facility Capital Needs Update, Funding Options, and Election Timelines

RECOMMENDATION
That the City Council:

1. Receive a report on capital needs of City facilities, options to fund those needs, and election timelines; and

2. Provide direction to staff, as necessary.

STRATEGIC FOCUS AREAS
New + Revitalized Facilities
Outcome 1: New or revitalized Civic Center
Action 3.1 Funding Methodology
Action 3.3 Space Planning
Action 3.4 New/Remodel

EXECUTIVE SUMMARY
Over the past five years, the City has completed more than $50 million in capital projects; over the next five year, the City is planning for even greater investment. These projects have included significant investments in parks, streets, and water infrastructure. Despite these generational investments, significant needs exist to bring existing City facilities, including the Library, Police Station, Teen Center, Senior Center, City Hall, Transportation Center, and Public Works Maintenance Yard to modern standards.

Deferred maintenance on City facilities is currently estimated at approximately $50 million, with an investment of more than $250 million needed to bring facilities to levels that would provide for modern workspaces and greater accessibility to the public.

Past surveys on these issues signal general support for a comprehensive, citywide facility bond. The initial support level for a potential facility bond (53%) is lower than the two-thirds (66.6%) vote threshold required should the City wish to pursue this measure on its own. Should the measure be undertaken through a citizen-led effort, the vote threshold for the facility bond would be a simple majority (50%+1).

In March 2025, the City Council received an update on the status of City facilities and funding options. To provide greater context for this important community conversation, the report includes an expanded look at the infrastructure of Glendora and cities in California from an historical perspective. The report also provides for greater insight into property tax measures, and the timeline for possible ballot measures.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Over the past three years, many public meetings and discussions have been held on facility needs by the City Council, Board of Library Trustees, Community Services Commission, and Planning Commission. The items noted in this section are highlights of the continued community dialogue on city facility needs.

On January 10, 2023, the City Council awarded a contract to Myers Houghton and Partners, Inc. (MHP) to perform in-depth structural analysis and evaluation of the Library’s suitability for major renovations and initial visioning activities.

On September 12, 2023, the City Council received an update on the results of comprehensive water system assessment, including information on future water rates. The water assessment identified more than $350 million in projects needed over the next 30 years, with $30 million being programmed for completion over the first five years.

On January 9, 2024, the City Council held a discussion on a the MHP Library assessment/visioning analysis and discussed funding options. Following discussion, the City Council directed staff to complete an overall condition analysis of major City facilities and undertake a community survey soliciting public input on a possible revenue measure.

On January 30, 2024, the City Council approved a Master Joint Use Agreement with the Glendora Unified School District (GUSD). While the agreement largely stipulates use of existing facilities and services provided by the City, the agreement does provide for better maintenance of GUSD Facilities and outlines a partnership methodology for joint capital upgrades (e.g. GUSD High School Aquatics Center).

On August 27, 2024 (Attachment B), the City Council was provided the results of a community survey on a potential citywide and/or Library specific revenue measure. The survey, completed by True North Research, documented initial support for a citywide facility measure (53%) as opposed to Library specific bond measure (45%). Additionally, the survey highlighted the two highest quality of life improvements in the City as improving infrastructure/roads (17.8%) and addressing homelessness (17.2%).

On November 5, 2024, the Statewide ballot measure – ACA 5 – ballot failed (55% no). The State measure would have lowered the threshold for issuing facility bonds for cities and related local agencies, from 66.6% (2/3) to 55% (same as schools).

On November 12, 2024 (Attachment C), the City Council approved an agreement with IDS Group, Inc. for Architectural, Engineering and Consultant Services for the City Corporate Yard Improvement Project in an amount not to exceed $725,581.

The City will need to identify an estimated $13-15 million for the construction portion of the project, which will rehabilitate existing space and add a new building to increase the usable space by 10,000 square feet.

On February 25, 2025, the City Council received the FY 2024-25 Mid-Year Budget Update that documented approximately $50 million in current facility needs (e.g. new roofs, HVAC, etc.) that would largely keep City facilities as is. In order to significantly improve the City’s facilities to modern standards and better meet current and future operational needs, the estimated costs would total more than $250 million.

On March 11, 2025, the City Council received a report on the City’s facility capital needs and funding options. After discussion, staff was directed to return to City Council with a more in-depth look at the City’s historical infrastructure challenges and provide more information on revenue measures, including the timing and options.

DISCUSSION

INFRASTRUCTURE CHALLENGES IN CALIFORNIA CITIES
California’s cities are grappling with aging infrastructure and funding shortfalls rooted in decades-old development patterns and fiscal policies; Glendora has not escaped these challenges. In July 2002, the City of Glendora was featured in an LA Times articled, with the heading, “Upscale Suburb Warned Its Beauty is Only Skin Deep” (Attachment A). The Article begins, “It’s a fairly well-do-do suburb with multi-million-dollar mansions in the foothills and a bustling commercial center, but Glendora’s infrastructure is crumbling, and the city cannot afford repairs.” Below is an in-depth analysis of the key factors affecting Glendora, and other cities in California and throughout the nation:

Post-WWII Sprawl and the Infrastructure Legacy
After World War II, rapid suburbanization led to expansive urban sprawl across California. Cities and suburbs built vast networks of roads, highways, water lines, and sewer systems in the 1950s to 1970s, often with federal aid (e.g. the Interstate Highway Act of 1956). While this facilitated growth, it also sowed the seeds of future maintenance burdens. Many postwar suburbs pursued short-term gains while deferring long-term upkeep. The suburban growth patterns encouraged cities to chase growth and discount future liabilities, leading to deferred maintenance.

Sprawling development patterns resulted in more infrastructure per capita (e.g. roads, water lines, sidewalks, etc.) – which is costly to maintain – and many of those assets were built around the same time and are now aging out simultaneously. These assets, generally speaking, do not generate ongoing revenues to pay for their maintenance and upkeep in a sustainable manner.

City of Glendora – Zoning
The City of Glendora is largely a suburban community, and grew quickly from 1960 to 2000, more than doubling in population during that time.

Currently, the vast majority of Glendora is comprised of single-family neighborhoods, with a few commercial corridors. The following chart contains information from the City’s 2006 General Plan. Overall, the totality of land use percentages are generally accurate. Major changes since 2006 include the Arrow Highway Specific Plan that added additional housing. The main items in the “Other” category includes the Route 66 Specific Plan (287 acres), Civic/Institutional (347 acres), Utility/Flood Control (267 acres), and Street/Freeways (1,382 acres). Even with the seemingly limited commercial space, the City has several shopping centers in need of significant improvements, including Foothill Blvd./Glendora Ave, Grand Ave/Baseline Ave, and Route 66/Elwood Ave.

Glendora’s residential housing make-up is the definition of a suburban community; more than 90% of all housing is comprised of single-family residential.

Glendora, like many suburban communities is experiencing a shift in land zoning practices, driven by evolving consumer spending patterns and acute housing shortages. As traditional retail centers face declining foot traffic due to the rise of online shopping, zoning policies are increasingly adapting to permit mixed-use developments, with a goal of transforming underutilized commercial spaces into vibrant hubs combining residential units with retail, dining, and recreation.

Simultaneously, municipalities, in accordance with State laws, are revisiting restrictive zoning codes to encourage densification of housing solutions, such as townhomes, apartments, and accessory dwelling units, thereby addressing affordability issues and meeting growing housing demands within existing suburban footprints.

The City of Glendora is tackling the zoning issue head on; recent projects include an approved Housing Element, which cut red tape for housing production and allowed for more flexible mixed-use projects. While significant work remains, the City is currently in the final stages of a Station Area Vision Plan, Objective Design Standards, and a comprehensive General Plan Update, which are included in the 2025-2027 Strategic Plan. The goals of these major land development issues can be summarized as preserving and enhancing our quality of life by encouraging key investment in specific areas through vetted development standards, that will give Glendorans more dining/shopping opportunities, preserve open space, and take advantage of the A-Line investment.

City of Glendora Population
1911 (700) – City of Glendora is incorporated
1950 (3,988)
1960 (20,752)
1970 (31,380) – In the late 1960’s the City publishes its General Plan for year 1990 and anticipates a population of 80,000 and student enrollment growing from approximately 9,000 students to 25,000 students. 1980 (38,500)
2000 (49,502)
Present (51,209) – This is a reduction from a peak of 52,506 in 2020.

Slowing Growth, Underinvestment, and Fiscalization of Land Use California’s explosive mid-20th-century growth has long since cooled. Many cities are no longer rapidly expanding, which paradoxically contributes to underinvestment. Large leaps of development were followed by periods of stasis, meaning infrastructure networks aged without incremental upgrades. With fewer new projects, political attention and funding often shifted away from infrastructure, leading to maintenance deferrals and a growing backlog.

Fiscalization of land use in California cities refers to the municipal tendency to prioritize revenue-generating land uses over residential housing. This prioritization largely stems from fiscal pressures created by Proposition 13, passed and implemented in 1978, which significantly reduced property tax revenues. As cities strive to balance budgets, they have increasingly favored commercial development that contributes substantial sales tax revenues. For an in-depth look at this topic and how it impacted Glendora, please see Attachment B.

Aging Mid-Century Infrastructure (Everything at Once)
Much of America’s infrastructure was built in the mid-20th century and is now decades old. Roads, bridges, pipelines, and transit systems from the 1950s to1970s have reached or exceeded their design lifespans. Deferred maintenance means that roads have crumbled, bridges rusted, and water/sewer systems grown prone to failure. The need for repair is urgent and simultaneous across asset types.

The City’s water system is a perfect example of aging infrastructure that suffers from deferred maintenance. As part of the recent rate study, it was determined that the City will need to invest $350 million dollars in capital improvements over the next thirty years to maintain the water infrastructure. The City has dedicated $30 million in capital improvements over the next five years to address urgent issues such as pipeline replacement, reservoir upgrades and replacements and pump and well maintenance. See Attachment C for the Month Year Water Infrastructure Presentation.

This type of deferred maintenance also exists at many of the City’s facilities. As the facilities continue to age, the need for maintenance increases exponentially. This is especially true when discussing facility systems such as roofing, HVAC, plumbing, structural support, and electrical. Practical examples of this type of capital maintenance are represented with current projects, such as the need for a new roof at City Hall. Further, the La Fetra Senior Center has a set of stairs that have been condemned and are no longer usable due to structural failures. During a recent structural analysis of the library, it was determined that the main support beams, columns, and footing systems were either undersized or are failing. The original engineering of the support beams did not take into account the tortional load that the beams would need to carry. The torsional effects on the beams have started to produce visible cracking in some sections. For a more comprehensive overview of the Library Building, see Attachment D.

Managing these types of capital maintenance requires a detailed audit of the existing conditions and future planning for all city facilities. To accomplish this, the City engaged a consultant that specializes in providing building assessments and developing budgetary estimates for ongoing maintenance. Over the next 20 years the City will need to spend an estimated $48,871,500 in routine and capital maintenance just to keep the facilities in their current condition. For a more detailed analysis of the costs needed for routine capital maintenance, see Attachment E.

State and Federal Funding: Not Enough for Local Needs
Cities often look to state and federal sources for infrastructure funding, but these are insufficient and inconsistent. State and local governments typically spend 7–9 times more on infrastructure than the federal government. Federal contributions cover only a fraction of local needs. Even the 2021 federal infrastructure law, which provides $45.5 billion to California over five years, is a drop in the bucket compared to decades of deferred maintenance. Further, Federal infrastructure spending has declined in real terms for decades, falling from 1% of GDP in the 1980s to about 0.5% by recent years. Since the Federal contributions are not enough to cover the infrastructure maintenance, States and local jurisdictions have had to develop methods for funding infrastructure maintenance.

Traditionally, development impact fees were collected as new development was approved. The fees were used to build a reserve to assist with the future capital maintenance of infrastructure. Another method of funding on-going and capital maintenance would be to establish a community facilities district, which would impose a per property assessment collected through property taxes. Specifically related to water, are capacity charges for any new development. The capacity charge is based on the quantity of water a new development will consume. The purpose of the capacity charge is to build a reserve offset future capital improvements that will be required for the production and distribution of water. Unfortunately, in the case of Glendora, the development impact fees either do not exist or are too low to keep up with the required maintenance.

Additionally, the City has never implemented CFD’s or capacity charges. The lack of funding tools makes it virtually impossible, for the City to invest the necessary capital in long-term infrastructure maintenance and improvements. Even if the City were to significantly decrease services to the community (e.g. recreation, public safety, etc.), the needs would still exceed available resources by a wide margin.

Proposition 13 and Local Funding Constraints
A unique challenge in California is Proposition 13 (1978), a property tax limitation that dramatically constrained city revenues.

It capped property tax rates at 1% and limited annual assessed value growth to 2%. This significantly reduced revenue growth and caused cities and counties to rely on development fees, special assessments, and sales tax – which are either insufficient or unreliable for long-term infrastructure investment.

Proposition 13 also imposed a two-thirds voter approval requirement for local taxes earmarked for specific purposes, making it difficult for cities to raise funds for infrastructure projects (e.g. school district bonds are 55%).

City of Glendora Examples
The vast majority of the City’s facilities were built pre-Prop 13, including City Hall, Library, Police Station, and the majority of the recreation facilities.

The Police Station was built with the assistance of a “Public Safety Bond Proposition” approved by the voters on June 8, 1965 (86% yes / 14% No) – total of 2,872 votes. The measure authorized the City to issue $790,000 in bonds. Total project cost was approximately $1 million.

In 1955, a “Library Bond Proposition” in the amount of $185,000 failed (32% yes / 68% no) – total of 1,320 votes. In February 1969, the City Council called for a general obligation bond measure in the amount of $785,000 for a new Library. In September 1965, citing bond market uncertainty and possible tax law litigation (2/3rds vs 50+1), the City Council canceled the election. In late 1969, the City Council authorized a new library bond to be pursued in an effort to build a 28,000 sqft Library at a total cost of $1.1 million – previous designs were 33,000 sqft. A petition that attempted to mandate the City to call an election gathered 1,136 signatures, falling 240 short of the required amount. $950,000 in general obligation bonds were issued in November 1970, through a Joint Powers Authority created by the City and Glendora Unified School District. The City was able to use property tax revenues to pay back the debt after the County took over the fire department and increased property taxes in Glendora to pay for those services. The City’s property tax rate did not reduce proportionally with transfer of the fire department to the County, which allowed the excess capacity to pay for the debt services on the new library.

Glendora’s Recent Push for Generational Investment – Still Not Enough Despite the challenge of funding capital improvements, the City has prioritized investments in critical areas and systems. In 2019, the residents of Glendora passed Measure E, a local sales tax. The funds have assisted the City in enhancing the completion of critical capital projects. The City has also been very aggressive in pursuing grant funds to help facilitate these projects. Through these efforts the city has been able to secure $62 million in grant funding for projects such as the Finkbiner Stormwater Capture project, the People Movement Project, significant traffic signal improvements and many others. These efforts have allowed the City to invest nearly $50 million in capital projects since 2020 (listed below). Over the next five years the city has programed seventy-six capital improvement projects, pending the ability to secure funding, representing an investment of over $108 million dollars.
2020
Zara and Sellers Watermain Replacement Project
CDBG Grind & Overlay
Dike St. Et. Al Water and Street Improvements
Chamber of Commerce Roof Replacement
Hook Canyon Booster Pump Station
2021
Citywide Pavement Management Plan
Downtown Village Parking Lot Rehabilitation Project
Dawson Avenue Watermain Replacement
Donington Avenue Water and Street Replacement
CDBG Grind & Overlay
2022
ADA Curb Ramps and Sidewalk Replacement
Cullen Avenue Water and Street Project
Citywide Slurry Seal
Storm Drain Inlet Insert
Antique Streetlight Improvement Project Phase One
2023
Gladstone Reservoir Demolition and Parking Lot
St. Vladimir, Cossacks Water and Street Improvements
Police Department – Security Door Replacement
Citywide Slurry Seal
Bender-Carter Water and Street Improvements
Finkbiner Park Improvements – Phase 1
Library Boiler Replacement
Library Structural Analysis
Louie Pompei Park Turf Replacement
2024
Facility Condition Assessment
Citywide Security Assessment
Finkbiner Park Improvements – Phase 2
Mauna Loa Water and Street Improvements
Bennett Water and Street Improvements
Amelia Street Improvements
County Club Water and Street Improvements
Cumberland- Palomar Water and Street Improvements
Finkbiner Park Stormwater Retention Project Design
North Glendora Reservoir Replacement Design
Street Yard Improvement Design
HSIP Traffic Signal Improvements
2025
ADA Evaluation and Transition Plan
Pavement Management Plan Update
Police Department Lobby Improvements
Crowther Teen Center Roof Replacement
Legion Center Restroom Remodel
La Fetra Center Roof Repairs
Skate Park Resurface
Gladstone Shade Structure & Picnic Site Installation
Lone Hill Ave Street Rehabilitation
Glendora Ave Water and Street Improvement Design
Colorado Ave Water and Street Improvement Design
Cypress Water and Street Improvement Design
People Movement Project (PMP) / First Last Mile Design
2026
La Fetra Reconstruction of Stairs
Scout Hut Improvements
Gladstone Pickleball Courts
South Hills Bike Park
San Dimas Wash Urban Trail
Finkbiner Park Stormwater Retention Project
Colorado Ave Water and Street Improvement Project
Cypress Water and Street Improvement Project
Verdugo Water and Street Improvement Project
North Glendora Reservoir Replacement
Sierra Madre and Goddard Reservoirs Improvements
Street Name, Gateway, and Wayfinding Program
CDBG Curb Improvement Project
Annual Slurry, Grind & Overlay Project
2027
PMP / First Last Mile, Glendora Ave & Foothill Blvd Improvements Antique Street Lights refurbished and installed on Glendora Ave Fushia Water and Street Improvement Project
Upper Gordon Reservoir Improvements
Annual Slurry, Grind & Overlay Project
2028
Youth Center ADA Bath Remodel
Glendora Ave. Water and Street Improvement Project
Foothill Blvd Water and Street Improvement Project
Milton Water and Street Improvement Project
Hidden Springs Reservoir Improvements
South Hills West Reservoir Improvements
Annual Slurry, Grind & Overlay Project
2029
Live Oak Water and Street Improvement Project
Annual Slurry, Grind & Overlay Project
Construction Costs vs. General Inflation (1950–2025)
The cost of building and repairing infrastructure has risen faster than general inflation. Construction cost indices (such as ENR’s) have increased about 22–25x since 1950, while general CPI has risen around 12x. This divergence means that a dollar goes much less far in construction today.

Modern projects also incur higher costs due to environmental and safety regulations, design standards, and rising material and labor expenses. Even maintaining existing assets is costly – repaving roads or replacing water mains now costs much more than in previous generations, with significant increases over the past five years.

City of Glendora Project Cost Impacts
Staff reviewed completed City street and water infrastructure projects from the past decade and beyond to illustrate how significantly project costs have increased over time.

Slurry Seal Projects
Over the past three years, the cost of slurry seal projects has averaged approximately $3.30 per square yard. This pricing encompasses not only the slurry seal application but also includes additional services such as weed control, crack filling, and the restoration of pavement striping.

Twelve different slurry seal projects from January 2008 to February 2025 were analyzed to study the trend of the project costs. It is noteworthy that this cost represents a significant increase compared to historical rates. Before mid-2019, the cost of slurry seal projects consistently remained below $2.00 per square yard for over a decade. The rise in costs since mid-2019 reflects a broader trend of increasing construction and material expenses.

Grind and Overlay Projects
Cities typically conduct pavement rehabilitation projects using a 2-inch or 2-1/2-inch grind, along with localized dugouts. In the past three years, the City of Glendora has completed several major street projects using the 2-1/2-inch grind and overlay method. These projects involved extensive concrete improvements and water main replacement projects.

Over the past two years, the average cost for a 2-1/2-inch grind and overlay project has been approximately $5.00 per square foot. This cost includes not only pavement rehabilitation but also the removal and replacement of damaged sidewalks, curb ramps, and cross gutters, as well as the restoration of pavement striping. For comparison, a similar 2-1/2-inch pavement project completed in 2010 had a grinding cost of $2.10 per square foot. This represents a cost increase of over 100%.

A similar comparison was conducted for the recent 2-inch grind and overlay project against those completed in the past decade. From 2007 to 2016, the City had carried out either a 2-inch grind and overlay or street reconstruction projects. For this analysis, 25 projects from 2008 to 2025 are considered.

The findings reveal a 100% increase in project costs since 2019. The rise in costs since mid-2019 reflects a broader trend of increasing construction and material expenses, as observed before. The abrupt increase in project costs from 2011 to 2016 is due to the addition of deep (6-inch to 9-inch) pavement dugouts.

Data is available for 3-inch grind and overlay from 2011 to 2021 for this comparison. The project carried in June 2021 had a unit cost of $2.77 per square foot. Considering the trend of increasing costs for other grind and overlay projects, today's construction cost is estimated to be around $6.50 per square foot.

Watermain Replacement Projects
In the City’s water distribution system, the water main size varies from 4-inch to 20-inch. For the new water main installation, a minimum size of 8-inch water main is considered. Water mains larger than 8-inch are either replaced with the same size or may be increased as recommended in the latest Water Master Plan.

For this comparison, 19 projects installing 8-inch water mains are considered from 2008 to 2022. It has been observed that the construction cost remained stable from 2014 to 2020. For the recent water main replacement projects, it was decided to package the water main replacement and street rehabilitation projects together to achieve better construction cost efficiency, cause less impacts to the community and increase the longevity of streets by not digging and patching a recently paved street for a water project.

Over the past three years, the cost of the watermain replacement project has averaged approximately $265 per linear foot for 8-inch water pipe. This pricing encompasses not only the water main but also includes installation of fire hydrants, tie-in connections, new service laterals, and the restoration of concrete and landscaping as needed. Street resurfacing projects were carried out after the completion of the water main replacement, resulting in cost savings for the water projects. While this price per linear foot marks a significant increase from 2013 to 2020, it is estimated that if these projects were awarded as water main replacement only, the cost per linear foot could be between $310 to $ 325.

As noted, the $265 per linear foot cost represents a significant increase compared to historical rates. Prior to 2020, when the unit cost of water main projects consistently remained around $200 per linear foot for over seven years. The recent rise in costs reflects a broader trend driven by decreased material availability and rising construction and labor expenses. The data clearly shows that capital maintenance project continue to increase in cost at an exponential rate forcing cities to make difficult decisions about how and where to apply the limited resources that are dedicated to infrastructure maintenance.

As noted previously, the City has spent several years documenting and analyzing the facility and infrastructure needs of the community. Despite significant capital investment over the past five years, total deferred maintenance on City facilities is anticipated to cost approximately $50 million, with an investment of more than $250 million needed to bring facilities to levels that would provide for modern workspaces and greater accessibility to the public. The City is currently working with the DLR Group to build upon the work previously conducted on various assessments of the city facilities, including the Library. The final product will an overview of the civic center changes needed, and how those improvements benefit the community through their access to the government and added amenities for their enjoyment. In addition to design renderings, the final product will include estimated costs for the work. Staff anticipates providing this information to the Library Board, Planning Commission, and City Council in early Fall 2025.

California’s cities face a perfect storm of infrastructure challenges: aging systems, funding constraints, restrictive policies, and rising costs. Addressing these issues will require significant investment, policy reforms, and more sustainable growth strategies. Glendora, through the investment of the community via Measures E/Z, successful grant and federal funding campaigns, and strategic use of combined street and water projects, have been able to make generational investments in the community. Unfortunately, these efforts are not enough. Without action, infrastructure decay will continue to affect safety, equity, and economic vitality across the state. It should be noted, these issues are faced nationally, especially in those areas that saw significant growth post World War II.

REVENUES MEASURES TO PAY FOR INFRASTRUCTURE
Attachment F to this report provides a summary of property tax changes, dating from Proposition 13 in 1978 to the failure of ACA 5 in November 2024 and possible future changes under a proposal from the Howard Jarvis Taxpayers Association (HJTA). In summary:

Proposition 13 (1978) and Proposition 46 (1986) restrict cities' financial flexibility.

Citizen-led initiatives are a viable financing mechanism which require a lower voting threshold than city sponsored tax or bond measures.

With the failure of ACA 5 to pass, the challenging environment for city-sponsored infrastructure funding will remain.

The HTJA submitted two ballot measures to the California Attorney General’s Office, which is the first step to prepare a petition to circulate for signatures, in order to place them on the ballot in 2026. Both measures are titled the Save Proposition 13 Act of 2026. Generally, both require 2/3rds vote on all special taxes and eliminate court decisions that have impacted Proposition 13. The only difference between the two measures, is that one provides for retroactivity of every tax measure that does not meet the new rule, the other tax measure does not have this provision.

Measure Origin Required Approval
City Council-Initiated GO Bonds / Parcel Tax Two-thirds (66.7%) voter approval Citizen-Initiated Bonds/Special Taxes / Parcel Tax Simple majority (50% + 1) voter approval The August 2024 community survey (Attachment G) on a possible citywide and/or Library specific revenue measure documented initial support for a citywide facility measure (53%) as opposed to Library specific bond measure (45%). It is unlikely that the City would be able to garner enough support for a City Council initiated facility bond measure; however, should the measure be undertaken through a citizen-led effort, there is an improved likelihood of its passage.

As part of the discussion on March 11, 2025, the City Council asked staff to provide more information on GO Bond Measures and Parcel Tax measures. With the assistance of the City Attorney’s Office, two sample ordinances, Attachments H (GO Bond) and I (Parcel Tax), are included. If the City Council chose to move forward with either option, these sample ordinances would be updated to include specifics on amounts charged, methodology for amounts charged, who is charged, allowable uses of funding, and creation of an oversight body.

Below is a summary of the typical differences between a General Obligation (GO) Bond and Parcel Tax ballot measure:

Feature GO Bond Tax Measure Parcel Tax Measure
Purpose / Use of Funds
Capital improvements only (e.g.,
buildings, roads, parks)
Capital projects (e.g. buildings, roads, parks)
and operating expenses (e.g., maintenance)
Funding Mechanism Bonds issued and repaid over time Tax revenue collected directly from parcels Tax Type
Ad valorem tax based on assessed
property value, square footage, parcel
type, etc.

Typically, a flat rate or tiered formula per
parcel.

Who Pays Property owners based on tax type
All parcel owners, regardless of value,
Exceptions to the tax can include those that
meet certain income requirements, etc.

Voter Approval Threshold
2/3 majority for cities (55% for school
bonds under Prop 39).

Possibility of (50%+1) on a citizen
initiative.
2/3 majority under Prop 13 for City Council
approved ballot measure
50%+1 for citizen initiative.

Flexibility of Use
Restricted to voter-approved
infrastructure projects.

Flexible: Can fund capital projects, programs,
maintenance, services, and debt.

Debt Involvement
Yes – city takes on debt and repays it
over time.

Proceeds may be pledged to a lease financing
or an installment sale financing, associated
with a revenue bond or a certificate of
participation.

Duration / Term Typically, 15–40 years
Can be temporary (e.g., 10 to 40 years) or
ongoing
Security / Backing
Backed by ad valorem tax levied every
year; legally obligated to repay
Optional; funds collected annually

PROCESS TO ADD A PARCEL/GO BOND ON A BALLOT FOR CONSIDERATION OF THE VOTERS The process for a citizen initiative petition is outlined in the California Elections Code is outlined in Sections 9200-9226 and 9600-9610: http://leginfo.legislature.ca.gov/faces/home.xhtml It is suggested that petitions be submitted a minimum of 144 days before the election to provide for the processing required by State law, it is estimated that a voter initiated initiative process can take between 12 to 18 months. All requisite processing of the initiative petitions must occur no later than the 88th day before the election to appear on the ballot. This includes verification of signatures, City Council action, and additional publication requirements, among other items.

To qualify for placement on the ballot, 10% of the registered voters of the city (according to the last report of registration by the county elections official) must be gathered. As of the February 2025 Voter Registration Report, there are 35,909 registered voters in the City of Glendora (Attachment J). A Frequently Asked Questions (FAQ) document from Los Angeles County about the citizen initiative process can be found as Attachment K.

For an initiative to qualify for an election ballot, the following statutory requirements apply:

Submission Timeline: Petitions should be submitted a minimum of 134 days prior to the election to allow for legally required processing.

Qualification Deadline: All processing must be completed no later than the 88th day before the election in order for the measure to qualify for ballot placement. This includes signature verification, review by the City Clerk and County Elections Official, City Council action, and any necessary public notifications.

Signature Threshold: Per the Elections Code, proponents must gather valid signatures equal to 10% of the City’s registered voters based on the most recent county registration report. As of the February 2025 Voter Registration Report, the City of Glendora has approximately 36,000 registered voters, requiring approximately 3,600 valid signatures for qualification.

To assist residents in navigating the initiative process, the City Clerk’s Office has developed a comprehensive, user-friendly guide specifically designed to outline the legal requirements, procedural steps, and best practices for placing a citizensponsored measure - on the ballot. The guide includes the following key components:

Introduction to the Initiative Process - An overview of the citizen’s right to propose legislation or bond measures and how this right is exercised through the initiative process.

Legal Framework and Definitions - A summary of the applicable Elections Code sections, key definitions (e.g., “Notice of Intent,” “circulator,” “proponent”), and the legal structure governing initiatives.

Notice of Intent and Title Preparation - Instructions for preparing and filing the Notice of Intent, which is the first official step in launching an initiative. This section also explains how the official ballot title and summary are prepared by the City Attorney.

Petition Format Requirements - Detailed guidance on how the petition must be formatted, including font size, mandatory language, spacing, and signature block requirements to meet state law.

Circulation and Signature Gathering - Practical tips and legal guidelines for circulating petitions and collecting valid signatures, including advice on interacting with voters, preventing disqualification of signatures, and maintaining proper records.

Petition Filing and Verification Process - Step-by-step instructions for submitting the completed petition to the City Clerk, followed by a description of the verification process conducted by the County Elections Official.

City Council’s Role and Options - A description of the actions the City Council must take once a petition qualifies for the ballot, including the options to adopt the ordinance without alteration, order a report, or place it before the voters at an election.

Election Timeline and Publication Requirements - A breakdown of statutory deadlines leading up to the election, including voter information pamphlet deadlines, public notices, and impartial analysis preparation.

FAQs - A Frequently Asked Questions (FAQ)
Sample Forms and Templates - Includes a sample Notice of Intent, petition cover pages, circulator declarations, and timelines for easy reference and compliance.

Notice of Intention (NOI) Example (Attachment M)
This guide is intended to provide clarity and empower community members to fully understand the initiative process before committing time and resources to pursuing a ballot measure. It also helps ensure that all procedural steps are met in accordance with California Elections Code and City policies (Attachment L)

FISCAL IMPACT
After decades of underinvestment in streets, roads, and City facilities, the City has invested more than $30 million in water projects, new streets/sidewalks, major park improvements, and facility upgrades over the last two years, and more than $50 million over the last five years. While these generational improvements were necessary and critical to the quality of life in Glendora, the City faces difficult decisions moving forward. In many ways, this is the same conversation the City had in the late 1990’s into the early 2000’s.

With rapid increases in capital costs since 2020, and the continued deterioration of key facilities (e.g. civic complex, public works yard, etc.), the City Council will need to consider a revenue measure, which could be a facility bond or parcel tax specifically for capital items. The changing landscape of municipal finance post Proposition 13 does not allow the City to fund critical facilities as it previously did, such as the ones in use today (e.g. Library, City Hall, Police Department, etc.).

Over the past three years, the City has funded structural assessments, space planning, and community visioning of key City facilities. With the inability to fund facility needs from existing funding sources, the City will need to meaningfully engage its residents as we consider replacing aging City facilities. Similar to the decisions made by City leaders more than 50 years ago, current leaders may need to ask the community to fund improvements so future generations of Glendorans can experience the same quality of life enjoyed by the existing community and those that came before us.

There is no fiscal impact associated with the recommendations in this report. Based on City Council direction, staff with provide the fiscal impacts of future policy decisions.

ENVIRONMENTAL DETERMINATION
CEQA is not applicable to the recommendations included in this agenda item.

Prepared By Adam Raymond, City Manager
Concurs With Not Applicable
Reviewed By Adam Raymond, City Manager
Certified to Availability of
Funds
Kyle Johnson, Finance Director/City
Treasurer
Approved By Adam Raymond, City Manager
Legal Review Not Applicable
CEQA Review Not Applicable
ATTACHMENTS:

A. LA Times Article
B. Fiscalization of Land Use White Paper
C. Water Infrastructure Presentation
D. Library Assessment Presentation
E. City Facility Maintenance Assessment
F. Historical Changes to Property Tax
G. Facility Community Survey
H. Sample Ordinance for a GO Bond
I. Sample Ordinance for a Parcel Tax
J. Registered Voters
K. LA County Citizen Initiative FAQ
L. Citizen Initiative Guide
M. Notice of Intent (NOI) Example
N. Presentation
Attachments
A. LA Time Article -Upscale Suburb Warned Its Beauty Is Only Skin Deep.pdf B. Fiscalization of Land Use White Paper.pdf
C. Water Infrastructure Assessment and Rate Study-Presentation.pdf D. Presentation Library Assessment, Needs and Funding Options.pdf E. City Facility Maintenance Needs.pdf
E1. City Facility Maintenance Needs.pdf
F. Revenue Measure Summary.pdf
G. Glendora Facilities Measure Survey 24 Presentation.pdf H. Sample GO Bond Ordinance.pdf
I. Sample Parcel Tax.pdf
J. Voter Registration Report - Feb 2025.pdf
K. County - Initiative_FAQs.pdf
L. A Guide to Citizen Initiatives - Glendora (Draft).pdf M. EXAMPLE - Notice of Intent of Circulate Petition Facility Bond Measure.pdf N. Presentation.pdf











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ATTACHMENT B
Fiscalization of Land Use in California Cities: Proposition 13 and Housing Zoning Challenges
Executive Summary
This overview will provide an overview of the fiscalization of land use, driven by California’s Proposition 13, and its implications on cities as they strive to meet the state's housing zoning requirements. Proposition 13 significantly curtailed property tax revenues, leading cities to prefer commercial and retail developments that generate higher sales tax revenue. However, recent state mandates requiring increased residential zoning have created a policy conflict, forcing cities to reconcile these competing fiscal and housing demands. Additionally, the rise of online sales and declining commercial centers has further complicated the fiscal landscape, with surviving brick-and-mortar businesses typically offering food, high-end goods, or experiential services.

Introduction
Fiscalization of land use in California cities refers to the municipal tendency to prioritize revenuegenerating land uses over residential housing. This prioritization largely stems from fiscal pressures created by Proposition 13, passed and implemented in 1978, which significantly reduced property tax revenues. As cities strive to balance budgets, they have increasingly favored commercial development that contributes substantial sales tax revenues.

Understanding Proposition 13
Proposition 13, approved by California voters in 1978 and enacted immediately, drastically changed property taxation by limiting annual property tax increases to a maximum of 2%, except when properties are sold and reassessed at market value. Although it initially provided significant relief and predictability for property owners, this limitation severely reduced the financial capacity of local governments, historically reliant on property taxes as a stable source of revenue.

Consequently, Proposition 13 reshaped the economic incentives underlying municipal land-use decisions.

Impacts on Land Use Decisions
Due to these financial constraints, California cities have increasingly preferred retail and commercial developments to generate necessary sales tax revenues, crucial for funding municipal services such as public safety, infrastructure maintenance, and local amenities.

Residential projects have become less appealing because they typically generate lower direct revenue and higher service costs, particularly related to public education, emergency services, and infrastructure. In Glendora, the strain on resources resulted in the Marketplace/Diamond Ridge shopping center and expansion of the auto mall.

Impact of Online Sales and Decline of Commercial Centers The rapid growth of online retail sales has significantly undermined traditional brick-and-mortar retail, resulting in a notable decline of commercial shopping centers. The reduced viability of traditional retail spaces has further strained municipal budgets already restricted by Proposition

13. Cities now face additional fiscal pressures as previously reliable sales tax revenues diminish.

Surviving brick-and-mortar businesses generally fall into categories less affected by online competition, such as restaurants and food services, higher-end or specialty goods stores offering unique products less readily available online, and experiential retail—such as entertainment, leisure, fitness studios, and personal services—that require physical presence.

The City’s Economic Development Action Plan highlights several commercial areas that staff is working with ownership to redevelopment: Route 66/Elwood, Grand/Baseline, Foothill/Glendora, and Arrow/Bonnie Cove.

ATTACHMENT B
Recent Zoning Mandates by California State and RHNA
In recent years, California has enacted several laws, including SB 375, SB 330, and regulations enforced by the Department of Housing and Community Development (HCD), aimed at addressing the state’s housing shortage. These mandates require cities to significantly increase residential zoning and housing densities. Central to these mandates is the Housing Element process, which mandates that cities plan for future housing needs through the Regional Housing Needs Allocation (RHNA) cycle. Cities must identify sufficient land zoned to accommodate stateassigned housing goals across income levels.

The RHNA assigns a specific number of housing units to each jurisdiction, segmented by income levels: very low, low, moderate, and above moderate. These allocations are based on factors such as projected population growth, employment trends, and existing housing needs. HCD oversees this process, ensuring that local governments plan adequately for housing across all income levels.

It's crucial to understand that the RHNA number is not merely a target for housing production but a mandate for planning. Jurisdictions must demonstrate that they have sufficient land zoned appropriately to accommodate the assigned number of units. This involves identifying sites that are available, suitable, and likely to be developed within the planning period. If existing zoning does not allow for the necessary density or housing types, the jurisdiction must undertake rezoning to meet its RHNA obligations.

Noncompliance with these mandates grants the State significant enforcement powers, including monetary penalties, withholding of funding, and overriding local authority by taking control over permitting and development approval processes. Some cities, such as Huntington Beach, have challenged these state mandates, arguing against state overreach into local land use decisionmaking. However, these challenges have been unsuccessful in superior court and State and Federal appellate courts, reaffirming the State's robust enforcement capabilities.

Glendora received approval for its most recent Housing Element in 2023, which required zoning changes to ensure approximately 2,300 additional residential units could be built over existing housing stock. Since the early 2000’s more than 1,000 of these additional units have been zoned in the area surround the future A-Line (Gold) station. The Metro funded Station Area Plan, to be discussed by the Planning Commission on July 1, 2025 and City Council on July 8, 2025, will provide scenarios on how housing units and commercial can be built to support plans the City has had for more than 20 years. As part of the City’s Housing Element approval, the City Council and Planning Commission held joint meetings to discuss and approve more than 30 action items needed to meet the various State laws.

Community Input on Housing
The recent 2025 Glendora Community Opinion Survey highlights significant concerns among residents regarding housing affordability and availability. Specifically:
• Approximately 56% indicated a shortage of affordable housing for middle-income families. • 43% cited insufficient affordable housing for lower-income families. • Younger residents and renters showed heightened concern about housing affordability gaps.

These findings underscore the urgency for targeted zoning policies and housing initiatives to adequately meet the community’s housing needs, aligning closely with the State’s housing

ATTACHMENT B
objectives and mandates, while finding ways to ensure and improve quality of life for all Glendorans.

Current Challenges for Cities
Cities now find themselves at a critical juncture, needing to comply with state-imposed residential zoning targets, while still grappling with limited revenue opportunities due to Proposition 13 and the decline of traditional commercial retail. The pressure to accommodate more housing, coupled with reduced property tax and sales tax revenues, poses significant financial challenges. This conflict often leads to tension between local fiscal sustainability and state housing policy goals.

Development Trends to Meet Community Preferences
The 2025 community survey conducted by Glendora highlights clear community desires for increased fine dining options, improved shopping experiences, and enhanced road infrastructure.

Approximately 60% of residents expressed a need for more fine dining restaurants, while 56% desired additional entertainment options such as movie theaters, arts venues and experiences.

Additionally, significant support emerged for better road conditions and increased pedestrian and biking facilities.

Addressing these preferences can be strategically aligned with traditional mixed-use development initiatives or thoughtful linear mixed use (e.g. two blocks of housing with a block of commercial development in a manner that is easily accessible more multiple transit options), integrating residential units with restaurants, specialty retail, and community spaces.

Alignment with the 2025-2027 Strategic Plan
The City of Glendora’s recent two-year strategic plan (2025-2027) outlines several goals that dovetail with addressing fiscal and housing challenges discussed herein. Specific strategic goals such as:
• Fostering "SubURBAN Living" through targeted housing density and revitalized commercial areas align closely with state housing mandates and community preferences. • Strategic emphasis on "Sustainable Infrastructure," particularly improving streets and connectivity, matches community survey responses advocating for infrastructure improvements.
• Encouraging development and betterment of quality of life by showcasing “Glendora as a Destination” to attract visitors through strategic marketing, promotion of local businesses, and enhanced connectivity for a seamless destination experience.

Strategies and Policy Recommendations
Addressing thesel challenges requires innovative strategies. Generally, cities have considered:
• Diversifying municipal revenue streams, including exploring taxes and fees beyond traditional sales and property taxes. The Glendora community has responded with the passage of Measures E/Z. The City is also exploring options for city facility and infrastructure projects. Historically, the City has not supported the creation of development impact fees or community service districts.
• Advocating state-level legislative reforms or amendments to Proposition 13, allowing periodic reassessment of commercial properties, thus increasing municipal revenues without significantly impacting residential property owners. Glendora supports its business community and property owners. If legislation is proposed, Glendora would need to understand the impacts to the community before supporting similar legislation. • Encouraging mixed-use developments that blend residential units with commercial space, thereby balancing revenue-generation with housing provision. With the adoption of the

ATTACHMENT B
recent Housing Element (2023), Arrow Highway Specific Plan (2019), and recent discussions around the future A-Line Station and Village, the City’s planning efforts are already underway.
• Promoting regional cooperation among neighboring jurisdictions to pool resources, share revenues, and coordinate zoning and housing strategies to collectively address regional housing and fiscal issues. Glendora has taken a regional leadership role with the San Gabriel Valley Council of Governments – individuals have seats on the Executive Committee/Governing Board, Housing Trust, and Planning/City Manager/Homelessness/Transportation Technical Advisory Committees. The City is always looking for ways to partner with other agencies for the betterment of Glendora. • Supporting retail and commercial sectors less vulnerable to online competition, focusing on experiential, specialty, and local niche businesses. With the adoption of the Economic Development Strategic plan in 2024, Glendora is working on tfools to support our business community for future growth and development.

Conclusion
The fiscalization of land use driven by Proposition 13 has profoundly influenced zoning decisions within Glendora and all California cities, particularly under new state mandates for increased housing production. Coupled with the rise of online sales and the decline of traditional retail centers, cities face intensified fiscal and developmental pressures. It has been almost 25 years since the adoption of the Route 66 Specific Plan, and eight years since the rollback of certain development incentives in the same area. Over the last five years, Glendora has taken a proactive approach to study current development trends, digest State mandates, and understand community concerns and wants. The City is prepared to make impactful development decisions to improve upon the high quality of life enjoyed by Glendorans.

Reference Table of Articles:

Article Title Author(s) Year Journal / Publisher
"Fiscalization of Land Use in
California" Lewis & Barbour 1999 Public Policy Institute of California "The Impact of Proposition 13 on
Land Use"
Chapman,
Jeffrey 2001 Urban Land
"Land Use, Fiscal Policy, and Prop
13" Fulton, William 2005 California Planning & Development Report "California’s Housing Crisis and
Zoning Reforms" Manville, Michael 2020 UCLA Lewis Center "Reforming Proposition 13: Impacts
on Housing" O’Sullivan, Arthur 2021 Journal of Urban Economics 2025-2027 Strategic Plan City of Glendora 2025
2025 Community Survey True North
Research 2025









  











 
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Discussion of Library
Structural Assessment, Visioning,
and Funding Options
Library and City Manager’s Office
City Council
January 9, 2024
Janet Stone, Library Director and Adam Raymond, City Manager CityOfGlendora.org

OVERVIEW
• Current Library building
• Building to serve another 35 to 50 years
• Political and fiscal environment

CURRENT LIBRARY BUILDING
• Timeline of Building
• Political Partnerships and Disagreements
• Public Finance and Local Control
1955 – LIBRARY BOND BALLOT MEASURE
32% (yes) / 68% (no)
1965 – POLICE BOND BALLOT MEASURE
86% (yes) / 14% (no)

BACKGROUND
• 1967 and 1968
o New library facility project gains momentum
o Library expansion is a continual process
§ Reading Room
§ City Hall Space (1912)
§ City Hall Annex (1930)
§ City Hall Annex Expansion (1955)

BACKGROUND
• 1968 and 1969
o Annexations, population growth, school impacts
o Library space needs to be solved by a new building
o City’s new 1990 General Plan, anticipates:
§ Population growing from 30,000 to 80,000
§ Student enrollment growing from 9,175 to 25,350
1968 Letter From City to GUSD
8 BACKGROUND
• February 1969
o City Council authorized City Manager to apply for library grant funds to build a new facility
o City Council calls for a general obligation library bond measure should the funds be awarded ($785,000)
• September 1969
o City Council updated on Library financing
o City Council cancels election for library facility
bonds, citing bond market uncertainty and
uncertain tax law litigation (e.g. 2/3 vs 50 +1)
o City Council hires a financial consultant and
authorizes architect to continue work

BACKGROUND
• November/December 1969
o State/Federal funding denied
o City moves forward with “ultramodern” library
design
§ 28,000 sqft, down from 33,000 sqft
§ Approximately $1.1 million including design,
land acquisition, and furnishings
§ Anticipated to serve the City for 35 years

BACKGROUND
• Late 1969 through early 1970
o Effort by a Mrs. Everett Cloutman, to require a vote
to issue bonds to build a new library
§ Petition gathered 1,136 signatures, required
1,376 signature.
§ Supported by one Councilmember (Isensee)

BACKGROUND
• July 1970
o Creation of Glendora Library Authority
§ Joint Powers Authority between City and
Glendora Unified School District
§ Ability to issue debt
§ Acknowledgement of growing school population

BACKGROUND
• October/November 1970
o City Council approves “Glendora Library Ground
Lease” and “Glendora Library Sublease”
§ Agreement with Glendora Library Authority
§ Term coincides with issuance of bonds
§ Payment is equivalent to debt service
($81,000/year)

BACKGROUND
• November 1970
o Library Authority completes sale of $950,000 in
Lease Revenue Bonds
§ Bank of America
§ Approximately 7% for 30 years
§ $81,000 annual debt service payment

BACKGROUND
• November 1970
o Groundbreaking
• February 1972
o Grand opening and dedication of Library

BACKGROUND
POPULATION OVERVIEW (1911)
700
POPULATION OVERVIEW (1950)
3,988
POPULATION OVERVIEW (1960)
20,752
POPULATION OVERVIEW (1970)
31,380
POPULATION OVERVIEW (1980)
38,500
POPULATION OVERVIEW (2000)
49,502
POPULATION OVERVIEW (2013-Current)
51,159
19,502 cities in the
US. Glendora ranks
approximately 775
th
by population
Down from 52,506
in 2020

BUDGET AND CITY FINANCES
• February 1969 SGV Tribune article on library bond
measure funding
o “Yes” and “No” – Homeowners didn’t see decreased costs

BUDGET AND CITY FINANCES

BUDGET AND CITY FINANCES

PROP 9 (1968) AND PROP 13 (1978)
29 PROP 9 (1968) AND PROP 13 (1978)

CURRENT LIBRARY BUILDING
Structural Analysis
• Ongoing building-related issues
– Structural deficiencies & water intrusion

CURRENT LIBRARY BUILDING
• 2021: Preliminary structural assessment completed by
JMDiaz, Inc.
– Visible cracking in beam system noted
• 2023: Myers Houghton and Partners, Inc. (MHP) contracted to perform in-depth structural analysis
– Initial visioning activities
– Conceptual design for second story addition

CURRENT LIBRARY BUILDING
• MHP structural analysis – Findings
– Other than wall anchorage upgrades, seismic strengthening not warranted
– Minor-to-moderate cracking throughout the library’s main roof structure
– Plaza waterproofing membrane may be compromised
– Live load and soil bearing pressure concerns with some girders and pad footings

CURRENT LIBRARY BUILDING
• MHP structural analysis – Recommendations
– Significant retrofitting/repairs needed
– Bidwell Plaza
• passive use okay
• currently not being used for public assembly events of over 500 people with equipment
– Waterproofing consultant should be retained
NEXT 35 - 50 YEARS
Programmatic visioning
• Part of MHP's second phase:
– evaluation of the feasibility of vertical expansion of the building
– working with Library stakeholders to identify the intended use of the expanded space
NEXT 35 - 50 YEARS
Programmatic visioning
• architectural consultant
• seven workshops
• MHP, Library, Board of Library Trustees, GPL Friends
Foundation, City Manager's office, and Public Works
Department
NEXT 35 - 50 YEARS
Programmatic visioning
– Initial inputs
• Library's current strategic framework
• Projected population and per-capita square footage allocation – Expected 45,000 to 52,500 gross square feet
– Currently about 30,000 square feet
• Environmental scan
NEXT 35 - 50 YEARS
Programmatic visioning
– GPL proposed Library building spaces of the future
• Customer-Driven Workspaces
• Public Assembly Spaces
• Library-Mediated Public Workspace
• Fulfillment Center Services
• Small Private / Semi-Private Spaces
• Physical Content Showroom
NEXT 35 - 50 YEARS
Programmatic visioning
– GPL proposed Library building spaces of the future, continued • Leisure Spaces – Relaxation
• Library Services
• Additional Library Services and Capacity Including:

Preservation/Archival storage, Public Access Technologies, Food Service, Event Catering
• Flexible Future Space: Uncharted Possibilities
• Infrastructure
NEXT 35 - 50 YEARS
From:  Tour the
Revamped Stanley A. Milner
Library | Edify.
(edifyedmonton.com)
NEXT 35 - 50 YEARS
Edmonton Public
Library_Milner-branch, Alberta
From:  Pfeiffer, a Perkins
Eastman Studio.  City of
Glendora Library Structural
Analysis - Phase 2
NEXT 35 - 50 YEARS
From:  EPL and Innovate
Edmonton Announce
Partnership – Edmonton
Unlimited (Google image
search result)
NEXT 35 - 50 YEARS
From:  New chapter for
Edmonton Public Library -
REMI Network
NEXT 35 - 50 YEARS
From:  New chapter for
Edmonton Public Library -
REMI Network
NEXT 35 - 50 YEARS
From:  Tour the Revamped
Stanley A. Milner Library |
Edify. (edifyedmonton.com)
NEXT 35 - 50 YEARS
Programmatic visioning
– Roast of the current building
• no visibility of the activities happening inside
• entry process dark and non-intuitive
• several areas where the existing environment fails to meet current codes • electrical connectivity in the building is inadequate • temperature control and ventilation pose challenges
• water leaks have been a persistent issue since the library's opening • lighting systems  are outdated and require an upgrade • Library staff workplace is small, overcrowded, and lacks natural daylight • clear shortage of storage space
NEXT 35 - 50 YEARS
Programmatic visioning
• "The Deck" Concept
– second story over the existing Plaza deck
– 2-story addition on the Glendora Avenue side
– $20.6M
NEXT 35 - 50 YEARS
49 NEXT 35 - 50 YEARS
Programmatic visioning
• "The Paseo" Concept
– Block A extends the library building towards Glendora Avenue – Block C is situated to the south and occupies a small portion of the existing library building and Police Station parking lot – The Paseo (Block B), is an architectural atrium-like space that captures abundant natural light during the day
– $23.0M*
NEXT 35 - 50 YEARS
52 NEXT 35 - 50 YEARS
• Structural
• Infrastructure improvements
• Remodeling
• Modernization
NEXT 35 - 50 YEARS
Project Type
Estimated Total
Cost Range
Current facility MEP renovation $1.3M - $1.95M
Basic structural repairs of existing building
(gravity load repairs to strength beams and repair cracks) $2.9M - $4.35M Weatherproofing Bidwell Plaza (topping slab & membrane replacement) $900K - $1.35M Combined basic critical maintenance repairs w/no other significant improvements $5.1M – $7.65M Known critical maintenance items & 2nd story expansion, but minimal other modernization or upgrades of existing facility. $16.4M – $24.6M Known critical maintenance items & comprehensive modernization and upgrades of existing facility, but no expansion. $18.6M – $27.9M Known critical maintenance items, comprehensive modernization and upgrades of existing facility, & expansion of 2nd story. $29.9M – $44.9M New Building or Replacement/Reconstruction $35.8M - $71.6M+

POLITICAL & FISCAL ENVIRONMENT
Grant funding
• Building Forward Round Two
– "not selected for funding at this time"
– "wasn’t among the facilities with the highest poverty levels, as determined by the California Poverty Measure"

POLITICAL & FISCAL ENVIRONMENT
Glendora Unified School District – October 23, 2023

POLITICAL & FISCAL ENVIRONMENT
Funding options and watch-list items
• Citizen-initiated
• City-initiated
• Approval requirements
• Other considerations

POLITICAL & FISCAL ENVIRONMENT
• Citizen-initiated funding
– legal precedent for this:
• group of citizens proposing
• special property tax
• by initiative
– majority vote
– would take about a year (signature gathering period is six months) – Watch list:  Taxpayer Protection and Government Accountability Act (“Taxpayer Act”)

POLITICAL & FISCAL ENVIRONMENT
• City-initiated funding
– could be at a special or general election
– approval requirements follow
– watch list:  ACA 1 (Constitutional Amendment)

POLITICAL & FISCAL ENVIRONMENT
CaliforniaCityFinance.com  Source: Adapted from CALFACTS, Legislative Analyst’s Office

POLITICAL & FISCAL ENVIRONMENT
CaliforniaCityFinance.com  Source: Adapted from CALFACTS, Legislative Analyst’s Office

POLITICAL & FISCAL ENVIRONMENT
CaliforniaCityFinance.com  Source: Adapted from CALFACTS, Legislative Analyst’s Office

POLITICAL & FISCAL ENVIRONMENT
• Other funding
– Joint Powers Authority (JPA) (e.g., with a school district) • unlikely that  a library would fit within the definition – Private/public partnership
• Burbank exploring, to supplement State grant funds
– Adding value
• Smaller naming-rights sponsorships/donations for building features

POLITICAL & FISCAL ENVIRONMENT
Potential timelines
• Survey
– ~50 days
• Citizen-proposed
– Recommended if Nov. 2024 election:  Notice of Intention by Dec. 22, 2023
• City-proposed
– For Nov. 2024 election:  Last day for City Council to call election and transmit resolution is  Aug. 9, 2024

RECOMMENDATIONS
That the City Council: 1. Discuss and provide direction to staff as needed regarding:
a. Scope of Council’s recommended project(s) related to Library building;
b. Scope of Council’s recommended associated project(s) at other facilities specified by Council;
c. Production of any related architectural concept drawings as desired;
d. Position on funding options for recommended project(s); e. Public polling data as needed; AND,

2. In support of directed activities, specify any needed parameters authorizing:
a. City Manager, or his designee, to execute Professional Services Agreements; and,
b. Finance Director to appropriate necessary funds.

ATTACHMENT E

CITY FACILITY

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