Agenda — Irwindale City Council, January 11, 2023 (part 1 of 3)

City of Irwindale
5050 N. IRWINDALE AVE., IRWINDALE CA 91706 • PHONE: (626) 430-2200 • FACSIMILE: 962-4209

AMENDED

NOTICE AND AGENDA FOR THE SPECIAL AND

REGULAR MEETING OF THE

CITY COUNCIL

SUCCESSOR AGENCY TO THE

IRWINDALE COMMUNITY REDEVELOPMENT AGENCY

HOUSING AUTHORITY
JANUARY 11, 2023
SPECIAL MEETING – 5:35 P.M.

REGULAR MEETING - 6:30 P.M.

IRWINDALE CITY COUNCIL CHAMBER
Limited Public Access
Pursuant to Irwindale Resolution No. 2022-112-3362
The Irwindale City Council has authorized the conduct of hybrid meetings of the City Council, including all City Commissions and committee meetings, and all regularly scheduled meetings that would normally take place in the City Council Chambers, under the provisions of Government Code Section 54956 § E, as authorized by AB 361.

The public’s health and well-being are the top priority for the City, and you are urged to take all appropriate health safety precautions. To facilitate this process, the meeting and opportunities to participate are available through the following:

In-Person at the City Council Chambers
Via Zoom Webinar at https://us02web.zoom.us/j/87104592389

H. MANUEL ORTIZ
MAYOR

ALBERT F. AMBRIZ
Mayor pro tem
MARK A. BRECEDA
councilmember
LARRY G. BURROLA
councilmember
MANUEL R. GARCIA
Councilmember
January 11, 2023

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Spontaneous Communications: The public is encouraged to address the City Council on any matter listed on the agenda or on any other matter within its jurisdiction. The City Council will hear public comments on items listed on the agenda during discussion of the matter and prior to a vote. The City Council will hear public comments on matters not listed on the agenda during the Spontaneous Communications period.

Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City Council meeting or other services offered by this City, please contact City Hall at (626) 430-2200. Assisted listening devices are available at this meeting.

Ask the Chief Deputy City Clerk if you desire to use this device. Upon request, the agenda and documents in the agenda packet can be made available in appropriate alternative formats to persons with disabilities. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Note: Staff reports are available for inspection at the office of the Chief Deputy City Clerk, City Hall, 5050 N. Irwindale Avenue, during regular business hours (8:00 a.m. to 6:00 p.m., Monday through Thursday).

NOTE: The agenda has been amended to: 1) place the Special Meeting Consent Calendar items after the Closed Session items, which resulted in updated report identification numbering; 2) add Consent Calendar Item F-2 related to an Agreement with the County of Los Angeles entitled 2020 State Homeland Security Program Subrecipient Agreement and approval of a professional services agreement with AT&T to provide cybersecurity services using 2020 State Homeland Security program funds; 3) Add a New Business section to the agenda; 4) Add Closed Session Item C-4 – Liability Claims, and 5) reflect updated Special Meeting start time to 5:35 p.m. Methods of public participation are not affected.

January 11, 2023

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Code of Ethics
As City of Irwindale Council Members, our fundamental duty is to serve the public good. We are committed to the principle of an efficient and professional local government. We will be exemplary in obeying the letter and spirit of Local, State and Federal laws and City policies affecting the operation of the government and in our private life. We will be independent and impartial in our judgment and actions.

We will work for the common good of the City of Irwindale community and not for any private or personal interest. We will endeavor to treat all people with respect and civility. We will commit to observe the highest standards of morality and integrity, and to faithfully discharge the duties of our office regardless of personal consideration. We shall refrain from abusive conduct, personal charges or verbal attacks upon the character or motives of others.

We will inform ourselves on public issues, listen attentively to public discussions before the body, and focus on the business at hand. We will base our decisions on the merit and substance of that business. We will be fair and equitable in all actions, claims or transactions. We shall not use our official position to influence government decisions in which we have a financial interest or where we have a personal relationship that could present a conflict of interest, or create a perception of a conflict of interest.

We shall not take advantage of services or opportunities for personal gain by virtue of our public office that are not available to the public in general. We shall refrain from accepting gifts, favors or promises of future benefit that might compromise our independence of judgment or action or give the appearance of being compromised.

We will behave in a manner that does not bring discredit or embarrassment to the City of Irwindale. We will be honest in thought and deed in both our personal and official lives.

Ultimate responsibility for complying with this Code of Ethics rests with the individual elected official. In addition to any other penalty as provided by law, violation of this Code of Ethics may be used as a basis for disciplinary action or censure of a Council Member.

These things we hereby pledge to do in the interest and purposes for which our government has been established.

Irwindale City Council
January 11, 2023

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SPECIAL MEETING - 5:35 P.M.

A. CALL TO ORDER
B. ROLL CALL: Councilmembers: Mark A. Breceda, Larry G. Burrola, Manuel R. Garcia, Mayor Pro Tem Albert F. Ambriz; Mayor H. Manuel Ortiz

SPONTANEOUS COMMUNICATIONS
Spontaneous communications are limited to the special meeting agenda items only.

C. RECESS TO CLOSED SESSION

1. Conference with Legal Counsel – Existing Litigation
Pursuant to California Government Code Section 54956.9
A) Name of Case: Five Points, LP vs. City of Irwindale
Case Number: 22STCV01394

2. Conference with Real Property Negotiator
Pursuant to California Government Code Section 54956.8
A) Property: Olive Pit (APN 8415-001-906, 908)
Agency negotiators: Julian A. Miranda, City Manager and Arsanious Hanna, Director of Engineering / Building Official
Negotiating Parties: United Rock Products Corp.

Under negotiation: Sublease Price and Terms

3. Public Employee Performance Evaluation
Pursuant to California Government Code Section 54957
Title: City Manager

4. Liability Claims
Pursuant to Government Code section 54956.95)
Claimant: Robert Avila
Agency claimed against: City of Irwindale
D. RECONVENE IN OPEN SESSION
E. REPORT FROM CLOSED SESSION
January 11, 2023

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F. CONSENT CALENDAR

1. A Resolution to Re-Ratify the Existence of a Local Emergency and Authorize Remote Meetings of the Legislative Bodies of the City of Irwindale for the 30-Day Period Beginning January 11, 2023 through February 12, 2023
Department: Administration / City Clerk
Recommendation: Staff recommends City Council, Successor Agency, and Housing Authority adopt Resolution No. 2023-05-3383, Resolution No. SA 2023-06-3384, and Resolution No.

HA 2023-01-132 entitled, “A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE, SUCCESSOR AGENCY TO THE IRWINDALE COMMUNITY REDEVELOPMENT

AGENCY, AND THE BOARD OF THE IRWINDALE HOUSING AUTHORITY, RE-RATIFYING THE PROCLAMATION OF A STATE OF EMERGENCY BY GOVERNOR NEWSOM ON MARCH 4, 2020,

AND AUTHORIZING REMOTE HYBRID MEETINGS OF THE LEGISLATIVE BODIES OF THE CITY OF IRWINDALE FOR THE 30-DAY PERIOD BEGINNING JANUARY 11, 2023 THROUGH FEBRUARY 12, 2023 PURSUANT TO THE RALPH M. BROWN ACT AND ASSEMBLY BILL NO. 361”.

2. Agreement with the County of Los Angeles entitled 2020 State Homeland Security Program Sub-recipient Agreement and approval of a professional services agreement with AT&T to provide cybersecurity services using 2020 State Homeland Security program funds Department: Police
Recommendation: Adopt Resolution No. 2023-02-3380, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, APPROVING THE STATE HOMELAND SECURITY SUBRECIPIENT GRANT YEAR 2020 AGREEMENT BETWEEN THE CITY OF IRWINDALE AND COUNTY

OF LOS ANGELES, DISPENSING WITH FORMAL BIDDING REQUIREMENTS AND APPROVING A

PROFESSIONAL SERVICES AGREEMENT WITH AT&T TO CONDUCT A CYBERSECURITY

ASSESSMENT, AND APPROVING AN AMENDMENT TO THE REVENUE BUDGET AND APPROPRIATING $67,518 INTO THE FEDERAL GRANT FUND”
G. NEW BUSINESS
1) Discussion of Recognition Luncheon for Outgoing Commissioners (Requested by Mayor Pro Tem Ambriz)
H. ADJOURNMENT
January 11, 2023

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OPEN SESSION – 6:30 P.M.

A. CALL TO ORDER
B. PLEDGE OF ALLEGIANCE
C. INVOCATION
D. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances.

E. ROLL CALL: Councilmembers: Mark A. Breceda, Larry G. Burrola, Manuel R. Garcia, Mayor Pro Tem Albert F. Ambriz; Mayor H. Manuel Ortiz
F. CHANGES TO THE AGENDA
G. COUNCIL MEMBER TRAVEL REPORTS
H. COUNCILMEMBER COMMENTS
I. INTRODUCTION OF NEW EMPLOYEES/PROMOTIONS

1. Introduction of Karen Ruiz, Office Specialist, Community Development Department

2. Promotion of Irwindale Police Sgt. Diego Cornejo
J. PROCLAMATIONS / PRESENTATIONS / COMMENDATIONS

1. Administration of Oaths of Office to Commissioners

2. Recognition of Outgoing Commissioners

SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience to speak on items not on this agenda. State law prohibits any Council discussion or action on such communications unless 1) the Council by majority vote finds that a catastrophe or emergency exists; or 2) the Council by at least four votes finds that the matter (and need for action thereon) arose within the last five days. Since the Council cannot (except as stated) participate it is requested that all such communications be made in writing so as to be included on the next agenda for full discussion and action. If a member of the audience feels he or she must proceed tonight, then each speaker will be limited to 3 minutes unless such time limits are extended.

In the hybrid format, both in-person and hybrid audience members will participate in the following order:

January 11, 2023

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Tier 1: In-person attendees
Tier 2: Teleconference attendees
Tier 3: In-person attendees who have not previously provide comments on the matter(s) being discussed by the legislative body
Tier 4: Teleconference attendees who have not previously provide comments on the matter(s) being discussed by the legislative body

1. CONSENT CALENDAR
The Consent Calendar contains matters of routine business and is to be approved with one motion unless a member of the City Council requests separate action on a specific item. At this time, members of the audience may ask to be heard regarding an item on the Consent Calendar.

A. Minutes
Department: Administration / City Clerk

1. Special meeting held December 7, 2022
B. Warrants/Demands/Payroll
Department: Finance
Recommendation: Approve
C. Award of Contract for Development of a Feasibility Study for the Arrow Highway Beautification Project; P-1040
Department: Engineering
Recommendation: (1) Authorize the City Manager to enter into an agreement with Craftwater Engineering, Inc. in the amount of $106,314 to develop a feasibility study for the Arrow Highway Beautification Project; and (2) approve a 20% project contingency in the amount of $21,263 to cover any unforeseeable changes that may arise during design.

D. Amendment No. 1 to Contract Services Agreement with Coory Engineering for Professional Design Services for the preparation of Plans, Specifications and Estimate of a Vitrified Clay Pipe Sewer Line Extension on Arrow Highway; P-1035 Department: Engineering
Recommendation: Approve and authorize the City Manager to execute Amendment No. 1 to Contract Services Agreement with Coory Engineering for Professional Design Services for the preparation of Plans, Specifications and Estimate (PS&E) of a Vitrified Clay Pipe (VCP) Sewer Line Extension on Arrow Highway (P-1035) to increase the contract amount from $50,800 to $78,000, an increase of $27,200.

January 11, 2023

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E. Declaration of Surplus Equipment
Department: Police
Recommendation: Adopt Resolution No. 2023-03-3381 entitled: “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF IRWINDALE DECLARING CERTAIN VEHICLES AS SURPLUS,

AUTHORIZING DISPOSITION OF THE SURPLUS VEHICLES, AND CREDITING AND APPROPRIATING THE PROCEEDS”.

F. Amended and Restated Caltrans Landscape Maintenance Agreement Department: Public Services
Recommendation: Authorize the Mayor and City Manager to execute an Amended and Restated Landscape Maintenance Agreement between the City of Irwindale and the California Department of Transportation (Caltrans).

2. NEW BUSINESS
At this time, members of the audience may ask to be heard regarding an item on New Business.

A. Verbal Update on Calle de Paseo Red Curb
B. Verbal Update on Morada Wall Update (Joint with Housing Authority)

3. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.

A. Proposed Use of Community Development Block Grant Allocation for Fiscal Year 2023- 2024
Department: Finance
Recommendation: Adopt Resolution No. 2023-01-3379, entitled: “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF IRWINDALE APPROVING THE PROPOSED USE OF THE CITY’S FISCAL YEAR 2023-2024 LOS ANGELES URBAN COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT ALLOCATION,” reading by title only and waving further reading thereof.

B. Public Hearing and Second Reading of ORDINANCE NO 764, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE REPEALING ORDINANCE NOs. 709 and 743 IN THEIR ENTIRETY, AMENDING TITLE 15 OF THE IRWINDALE MUNICIPAL CODE BY ADDING CHAPTER 15.07 – “EXISTING BUILDING CODE,” AND ADOPTING BY REFERENCE THE LOS ANGELES COUNTY BUILDING CODE (2023 EDITION) WITH IRWINDALE AMENDMENTS, LOS ANGELES COUNTY ELECTRICAL CODE (2023 EDITION), LOS ANGELES COUNTY PLUMBING CODE (2023 EDITION), LOS ANGELES COUNTY MECHANICAL CODE (2023 EDITION), LOS ANGELES COUNTY GREEN BUILDING STANDARDS CODE (2023 EDITION), LOS ANGELES COUNTY RESIDENTIAL CODE (2023 EDITION), EXISTING BUILDING CODE (2023 EDITION), January 11, 2023

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AND ADOPTING LOCAL AMENDMENTS THERETO , PURSUANT TO GOVERNMENT CODE SECTION 50022.2 ET SEQ.”
Department: Engineering
Recommendation: That the City Council conduct a public hearing for public comments, read by title only, waive further reading of, and adopt on second reading Ordinance No. 764 entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE REPEALING ORDINANCE NOs. 709 and 743 IN THEIR ENTIRETY, AMENDING TITLE 15 OF THE IRWINDALE MUNICIPAL CODE BY ADDING CHAPTER 15.07 – “EXISTING BUILDING CODE,” AND ADOPTING BY REFERENCE THE LOS ANGELES COUNTY BUILDING CODE (2023

EDITION) WITH IRWINDALE AMENDMENTS, LOS ANGELES COUNTY ELECTRICAL CODE (2023 EDITION), LOS ANGELES COUNTY PLUMBING CODE (2023 EDITION), LOS ANGELES COUNTY MECHANICAL CODE (2023 EDITION), LOS ANGELES COUNTY GREEN BUILDING STANDARDS CODE (2023 EDITION), LOS ANGELES COUNTY RESIDENTIAL CODE (2023 EDITION), EXISTING BUILDING CODE (2023 EDITION), AND ADOPTING LOCAL AMENDMENTS THERETO , PURSUANT TO GOVERNMENT CODE SECTION 50022.2 ET SEQ.” and direct the Public Works Engineering Department to file the adopted ordinance with the City amendments along with the findings and justification with the State Building Standards Commission.

4. CITY MANAGER’S REPORT

5. AGENDA ITEMS REQUESTED BY COUNCIL MEMBERS
A. Request by Councilmember Burrola regarding the installation of a digital billboard in front of City Hall

6. ADJOURN
January 11, 2023

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SUCCESSOR AGENCY TO THE IRWINDALE

COMMUNITY REDEVELOPMENT AGENCY

SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience to speak on items not on this agenda.

Spontaneous Communications for the Successor Agency are subject to the same State prohibitions and City guidelines as cited on the City Council agenda.

1. CONSENT CALENDAR
A. Minutes
Department: Administration / City Clerk
None for Approval
B. Warrants
Department: Finance
Recommendation: Approve

2. NEW BUSINESS
At this time, members of the audience may ask to be heard regarding an item on New Business.

3. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.

4. ADJOURN

HOUSING AUTHORITY

SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience to speak on items not on this agenda.

Spontaneous Communications for the Housing Authority are subject to the same State prohibitions and City guidelines as cited on the City Council agenda.

1. CONSENT CALENDAR
A. Minutes
Department: Administration / City Clerk
None for Approval

2. NEW BUSINESS
At this time, members of the audience may ask to be heard regarding an item on New Business.

A. Verbal Update on Morada Wall Update (Joint with City Council) January 11, 2023

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3. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.

4. ADJOURN

AFFIDAVIT OF POSTING
I, Armando Hegdahl, Management Analyst, certify that I caused the AMENDED agenda for the regular meeting of the City Council, Irwindale Successor Agency to the Irwindale Community Redevelopment Agency, and Housing Authority, to be held on January 11, 2023, be posted at the City Hall, Library, and Post Office on January 10, 2023.

Armando Hegdahl, CMC
Armando Hegdahl, CMC
Management Analyst

Background and Analysis:

Since September 29, 2021, the City Council, jointly with the Successor Agency, Housing Authority and Reclamation Authority have adopted resolutions declaring an exemption under AB 361, allowing the legislative bodies to meet via teleconference and forego the Brown Act's traditional agenda posting, physical access and quorum requirements for teleconferencing. The City Council, Successor Agency, and Housing Authority (collectively, "City") have reviewed and adopted joint resolutions every month, ratifying the existence of a local emergency and authorizing remote hybrid meetings for all legislative bodies.

The State of California has implemented a phased rollback of the executive orders that were implemented due to COVID-19. Various remaining orders that were previously set to expire on June 30, 2022, were extended on June 17, 2022 forthe duration of the state of emergency. The State's declared emergency continues to be in effect. Additionally, current guidance provided by the Los Angeles County Department of Public Health for reducing the risk of COVID-19 recommends social distancing from people outside your household when their vaccination status is unknown. As a result, the findings exist for the City to continue to conduct the public meetings under the AB 361 exemption, should this be the City's desire.

The attached joint resolution for the City Council, Successor Agency, and Housing Authority, make the findings necessary for the legislative bodies to declare an exemption under AB 361 as (1) there is an existing state of emergency declared by the Governor and (2) the Los Angeles County Department of Public Health's guidance recommends to social distance (about 6 feet away) from people outside your household or when vaccination status is unknown.

As a result, the joint Resolution modifies public meetings as follows:

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a. AB 361, attached to the Resolution as Exhibit A, regarding teleconference requirements allows City legislative bodies to hold public meetings by teleconferencing or electronically, and in-person, without noticing the teleconferenced locations on the agenda, without making teleconferenced locations accessible to the public, without making physical locations accessible to the public, without posting agendas at teleconferenced locations, without requiring members of the legislative bodies to be physically present at the meeting, and without requiring a quorum of the members of the legislative body to participate from locations within the City's jurisdiction, as long as the agenda that is posted as normally required under the Brown Act (California Government Code 54950 et seq.) and indicates that members of the legislative body may be participating electronically, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations;
b. All public meeting agendas shall be posted at least 72 hours prior to a regular meeting and at least 24 hours prior to a special meeting; c. Members of the public will have the ability to access the meeting and directly address the legislative body via a call-in option, an internet-based service provider, or in-person. Members of the public who wish to access the meeting inperson shall comply with all health and safety protocols imposed for in-person attendance to promote social distancing;
d. In the event of a service disruption that prevents broadcasting of the meeting, the meeting will stop and no further action on the agenda items will occur until (1) an attempt to restore service for a 10-minute period, and (2) adjourning the meeting to a new date and time when an unresolved issue exceeds the 10-minute time period.

Fiscal Impact:

Conducting remote hybrid public meetings will require city staff to assist with the meeting and public participation, remotely or in-person. The fiscal impact will be based on the amount of staff required and the duration of the meeting. The fiscal impact for all Council and Commission meetings for the 30-day period beginning January 11, 2023 through February 12, 2023 is estimated to be approximately $900.

Attachment:

1. Joint Resolution No. 2023-05-3383, Resolution No. SA 2023-06-3384, and Resolution No. HA2023-01-132
01005.0001/845914.1 Page 3
RESOLUTION NO. 2023-05-3383
RESOLUTION NO. SA 2023-06-3384
RESOLUTION NO. HA 2023-01-132

A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE,

SUCCESSOR AGENCY TO THE IRWINDALE COMMUNITY REDEVELOPMENT AGENCY, AND THE BOARD OF THE IRWINDALE HOUSING AUTHORITY, RERATIFYING THE PROCLAMATION OF A STATE OF EMERGENCY BY GOVERNOR NEWSOM ON MARCH 4, 2020, AND AUTHORIZING REMOTE HYBRID MEETINGS OF THE LEGISLATIVE BODIES OF THE CITY OF IRWINDALE FOR THE 30-DA Y PERIOD BEGINNING JANUARY 11, 2023 THROUGH FEBRUARY 12, 2023 PURSUANT TO THE RALPH M. BROWN ACT AND ASS EMBLY BILL NO. 361 WHEREAS, all meetings of the legislative body are open and public, as required by the Ralph M. Brown Act, Government Code sections 54950 - 54963, so that any member of the public may attend, observe, and participate in a meaningful way; and WHEREAS, the Brown Act under Government code section 54953(b)(3), allows a local legislative body to hold public meetings by teleconference and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to attend and to address the local legislative body, as long as the following requirements are met: (1) each teleconference location from which a member is participating is noticed on the agenda; (2) each teleconference location is accessible to the public; (3) members of the public must be able to address the body at each teleconference location; (4) at least one member of the legislative body must be physically present at the location specified in the meeting agenda; and (5) during teleconference meetings, at least a quorum of the members of the local body must participate from locations within the local body's territorial jurisdiction; and WHEREAS, on March 4, 2020, Governor Newsom declared the existence of a state of emergency for the State of California in response to the outbreak of a novel respiratory illness known as COVID-19; and
WHEREAS, on March 17, 2020 Governor Newsom issued Executive Order N-29- 20, suspending the Brown Act teleconferencing requirements allowing legislative bodies to hold public meetings solely by teleconference, or otherwise electronically, without listing the teleconference locations and without any physical location, as long as the agenda that is posted at least 72 hours prior to a regular meeting and at least 24 hours prior to a special meeting indicates that the members of the legislative body will be 01005.0001/845894.1
RESOLUTION NO. 2023-05-3383
RESOLUTION NO. SA 2023-06-3384
RESOLUTION NO. HA 2023-01-132

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participating by teleconference, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations; and WHEREAS, on March 21, 2020, Governor Newsom issued Executive Order N-35- 20, allowing members of a local legislative body to receive updates relevant to the declared emergency and ask questions; and
WHEREAS, on September 16, 2021, Governor Newsom signed AB 361 into law, immediately amending the Brown Act to allow teleconference meetings during a state of emergency, without compliance with the requirements of Government Code section 54953(b)(3), subject to the existence of certain conditions; and WHEREAS, on September 20, 2021, Governor Newsom signed Executive Order N-15-21 suspending AB 361 until October 1, 2021, allowing legislative bodies to hold teleconference meetings under Executive Order N-35-20; and WHEREAS, AB 361 allows local agencies to continue to meet via teleconference without complying with the Brown Act's traditional agenda posting, physical access and quorum requirements for teleconferencing, but only during a state of emergency proclaimed by the Governor in which (1) state or local health officials have imposed or recommend measures to promote social distancing, or (2) the legislative body has determined by majority vote that meeting in person would present imminent risk to the health and safety to the attendees; and
WHEREAS, due to the COVID-19 pandemic the County of Los Angeles Department of Public Health recommends social distancing amongst people not of the same household where vaccination status is unknown, resulting in the City Council's desire to adopt a resolution incorporating AB 361 and allowing for teleconference meetings; and WHEREAS, at a special meeting held on September 29, 2021, the City Council adopted Resolution No. 2021-86-3298 declaring an exemption under the provisions of AB 361, allowing the legislative body to meet via teleconference and forego the Brown Act's traditional agenda posting, physical access and quorum requirements for teleconferencing for the month of October 2021; and
WHEREAS, on October 13, 2021, the Successor Agency and Irwindale Housing Authority adopted Resolution Nos. SA 2021-92-3304 and HA 2021-05-104, which ratified the action taken by the City Council; and
WHEREAS, on October 27, 2021 Qoint Resolution No. 2021-94-3306, Resolution No. SA 2021-95-3307, and HA 2021-06-105), November 10, 2021 Qoint Resolution No. 2021-100-3312, Resolution No. SA2021-101-3313 and Resolution No. HA 2021-07-106), December 8, 2021 uoint Resolution No. 2021-109-3321, SA Resolution No. 2021-110- RESOLUTION NO. 2023-05-3383
RESOLUTION NO. SA 2023-06-3384
RESOLUTION NO. HA 2023-01-132

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3322, HA Resolution No. HA 2021-09-108 and RA Resolution No. 2021-03-028), January 12, 2022 Qoint Resolution No. 2022-02-3251, Resolution No. SA 2022-03-3252 and Resolution No. HA 2022-01-111), February 9, 2022 Qoint Resolution No. 2022-11-3261, SA Resolution No. 2022-12-3262 and HA Resolution No. 2022-02-112), March 9, 2022 Qoint Resolution No. 2022-20-3270, Resolution No. SA 2022-21-3271, Resolution No. HA 2022-04-114 and Resolution No. RA 2022-01-028), April 13, 2022 Qoint Resolution No. 2022-30-3280, Resolution No. SA 2022-31-3281 and Resolution No. HA 2022-06-116), May 11, 2022 Qoint Resolution No. 2022-45-3295, SA Resolution No. 2022-46-3296 and Resolution No. HA 2022-10-120), June 8, 2022 Qoint Resolution No. 2022-57-3307, Resolution No. SA 2022-58-3308, Resolution No. HA 2022-13-123, and Resolution No.

RA 2022-06-033); July 13, 2022 (Resolution No. 2022-68-3318, Resolution No. SA 2022- 69-3319 and Resolution No. HA 2022-14-124), July 27, 2022 (Resolution No. 2022-75- 3325, Resolution No. SA 2022-76-3326 and Resolution No. HA 2022-15-125), August 24, 2022 (Resolution No. 2022-80-3331, Resolution No. SA 2022-81-3332 and Resolution No. HA 2022-16-126), September 14, 2022 (Resolution No. 2022-90-3340, Resolution No. SA2022-91-3341, Resolution No. HA2022-18-128, and Resolution No. RA2022-07- 034), October 12, 2022 (Resolution No. 2022-97-3347, Resolution No. SA 2022-98-3348 and Resolution No. HA 2022-19-129), November 9, 2022 (Resolution No. 2022-105- 3355, Resolution No. SA 2022-106-3356, and Resolution No. HA 2022-20-130); December 14, 2022 (Resolution No. 2022-112-3362, Resolution No. SA 2022-113-3363, Resolution No. HA 2022-21-131 and Resolution No. RA 2022-08-035) respectively the City Council, Successor Agency Board, Housing Authority Board and Reclamation Authority Board reviewed and declared an exemption under AB 361, allowing the legislative bodies to meet via teleconference and forego the Brown Act's traditional agenda posting, physical access and quorum requirements for teleconferencing for a thirty day period.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE,

SUCCESSOR AGENCY TO THE FORMER IRWINDALE COMMUNITY

REDEVELOPMENT AGENCY, AND THE IRWINDALE HOUSING AUTHORITY BOARD DO HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. The City Council, Successor Agency Board, and Housing Authority Board determine that each of the findings set forth above is true and correct and incorporated herein by this reference.

SECTION 2. The City Council, Successor Agency Board, and Housing Authority Board hereby consider the conditions of the state of emergency as proclaimed by the Governor, the existence of emergency conditions in the City of Irwindale, and reaffirm, reauthorize, and continue the existence of a local emergency throughout the City. 01005.0001/845894.1
RESOLUTION NO. 2023-05-3383
RESOLUTION NO. SA 2023-06-3384
RESOLUTION NO. HA 2023-01-132

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SECTION 3. The City Council, Successor Agency Board, and Housing Authority Board hereby find that the state of emergency declared by Governor Newsom on or about March 4, 2020 remains active and local health agencies continue to recommend measures to promote social distancing, and that the risk of infection due to COVID-19 can cause an imminent risk to attendees to in-person meetings, despite vaccination status, but especially for unvaccinated attendees, and/or those who are immunocompromised, thereby prompting the City Council, Successor Agency Board, and Housing Authority Board to reaffirm, reauthorize, and maintain the existence of a local emergency, as required by Government Code section 54953(e) et seq.

SECTION 4. Due to the COVID-19 pandemic, the County of Los Angeles Department of Public Health recommends social distancing amongst people not of the same household where vaccination status is unknown. Based on such facts, findings, and determinations, the City Council, Successor Agency Board, and Housing Authority Board authorize staff to conduct remote hybrid meetings for all public meetings regular and special, including City Council, Successor Agency to the Irwindale Community Redevelopment Agency, and Irwindale Housing Authority Board of Commissioners, all City Commission and committee meetings, and any other meetings that would normally take place in the City Council Chambers under the provisions of Government Code Section 54953(e). As a result, the public meetings are modified as follows:
a. AB 361, attached hereto as Exhibit A, regarding teleconference requirements, allows City legislative bodies to hold public meetings by teleconferencing or electronically, and in-person, without noticing the teleconferenced locations on the agenda, without making teleconferenced locations accessible to the public, without making physical locations accessible to the public, without posting agendas at teleconferenced locations, without requiring members of the legislative bodies to be physically present at the meeting, and without requiring a quorum of the members of the legislative body to participate from locations with the City's jurisdiction, as long as the agenda that is posted as normally required under the Brown Act (California Government Code 54950 et seq.) indicates that members of the legislative body may be participating electronically, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations; b. All public meeting agendas shall be posted at least 72 hours prior to a regular meeting and at least 24 hours prior to a special meeting; c. Members of the public will have the ability to access the meeting and directly address the legislative body via a call-in option, an internet-based service provider, or in-person. Members of the public who wish to access the meeting inperson shall comply with all health and safety protocols imposed for in-person attendance to promote social distancing;
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d. In the event of a service disruption that prevents broadcasting of the meeting, the meeting will stop and no further action on the agenda items will occur until (1) an attempt to restore service for a 10-minute period, and (2) adjourning the meeting to a new date and time when an unresolved issue exceeds the 10-minute time period.

SECTION 5. The City Manager/Executive Director or his designee is authorized and directed to take all actions reasonably necessary to carry out the intent and purpose of this Resolution, including, continuing to conduct open and public meetings in-person and remotely in accordance with Government Code section 54953(e) et seq., and other applicable provisions of the Brown Act, for all public meetings.

SECTION 6. Pursuant to Government Code section 54953(e)(4), the local legislative body will verify every 30 days that the exemption from traditional teleconference requirements under the Brown Act is still necessary. The legislative body must make findings no later than 30 days after the first teleconference and every 30 days thereafter that:
a. The legislative body has reconsidered the state of emergency circumstances; and b. Either (1) the state of emergency continues to directly impactthe ability to meet safely in person, or (2) state or local officials continue to impose or recommend measures to promote social distancing.

SECTION 7. The Chief Deputy City Clerk/Secretary to the Successor Agency/Authority Assistant Secretary shall certify the adoption of this resolution which shall take effect on January 11, 2023 and shall be effective until the earlier of (i) February 12, 2023, or (ii) such time the City Council adopts a subsequent resolution in accordance with Government Code section 54593(e)(3) to extend the time during which the City's legislative bodies may continue to teleconference without compliance with Government Code section 54953(b )(3).

PASSED, APPROVED AND ADOPTED this 11th day of January 2023. 01005.0001/845894.1
H. Manuel Ortiz, Mayor/Chair
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ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk/Authority Assistant Secretary
/Assistant Agency Secretary
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing joint Resolution No.2023-05-3383, Resolution No. SA 2023-06-3384, and Resolution No. HA 2023-01- 132 was duly adopted by the City Council of the City of Irwindale at a special meeting thereof held on the 11th day of January 2023, by the following vote:

AYES: Councilmembers/Agency Members:

NOES: Councilmembers/Agency Members:

ABSTAIN: Councilmembers/Agency Members:

ABSENT: Councilmembers/Agency Members:

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Laura M. Nieto, MMC
Chief Deputy City Clerk/Authority Assistant
Secretary/Assistant Agency Secretary
Assembly Bill No. 361
CHAPTER 165
An act to add and repeal Section 89305.6 of the Education Code, and to amend, repeal, and add Section 54953 of, and to add and repeal Section 11133 of, the Government Code, relating to open meetings, and declaring the urgency thereof, to take effect immediately.
[Approved by Governor September 16, 2021. Filed with
Secretary of State September 16, 2021.]

LEGISLATIVE COUNSEL'S DIGEST
AB 361, Robert Rivas. Open meetings: state and local agencies:
teleconferences.
(1) Existing law, the Ralph M. Brown Act requires, with specified exceptions, that all meetings of a legislative body of a local agency, as those terms are defined, be open and public and that all persons be permitted to attend and participate. The act contains specified provisions regarding the timelines for posting an agenda and providing for the ability of the public to directly address the legislative body on any item of interest to the public.

The act generally requires all regular and special meetings of the legislative body be held within the boundaries of the territory over which the local agency exercises jurisdiction, subject to certain exceptions. The act allows for meetings to occur via teleconferencing subject to certain requirements, particularly that the legislative body notice e.ach teleconference location of each member that will be participating in the public meeting, that each teleconference location be accessible to the public, that members of the public be allowed to address the legislative body at each teleconference location, that the legislative body post an agenda at each teleconference location, and that at least a quorum of the legislative body participate from locations within the boundaries of the local agency's jurisdiction. The act provides an exemption to the jurisdictional requirement for health authorities, as defined. The act authorizes the district attorney or any interested person, subject to certain provisions, to commence an action by mandamus or injunction for the purpose of obtaining a judicial determination that specified actions taken by a legislative body are null and void.

Existing law, the California Emergency Services Act, authorizes the Governor, or the Director of Emergency Services when the governor is inaccessible, to proclaim a state of emergency under specified circumstances.

Executive Order No. N-29-20 suspends the Ralph M. Brown Act's requirements for teleconferencing during the COVID-19 pandemic provided that notice and accessibility requirements are met, the public members are allowed to observe and address the legislative body at the meeting, and that a legislative body of a local agency has a procedure for receiving and swiftly 92 RESOLUTION NO. 2023-05-3383
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resolving requests for reasonable accommodation for individuals with disabilities, as specified.

This bill, until January 1, 2024, would authorize a local agency to use teleconferencing without complying with the teleconferencing requirements imposed by the Ralph M. Brown Act when a legislative body of a local agency holds a meeting during a declared state of emergency, as that term is defined, when state or local health officials have imposed or recommended measures to promote social distancing, during a proclaimed state of emergency held for the purpose of determining, by majority vote, whether meeting in person would present imminent risks to the health or safety of attendees, and during a proclaimed state of emergency when the legislative body has detennined that meeting in person would present imminent risks to the health or safety of attendees, as provided.

This bill would require legislative bodies that hold teleconferenced meetings under these abbreviated teleconferencing procedures to give notice of the meeting and post agendas, as described, to allow members of the public to access the meeting and address the legislative body, to give notice of the means by which members of the public may access the meeting and offer public comment, including an opportunity for all persons to attend via a call-in option or an internet-based service option, and to conduct the meeting in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body. The bill would require the legislative body to take no further action on agenda items when there is a disruption which prevents the public agency from broadcasting the meeting, or in the event of a disruption within the local agency's control which prevents members of the public from offering public comments, until public access is restored. The bill would specify that actions taken during the disruption are subject to challenge proceedings, as specified.

This bill would prohibit the legislative body from requiring public comments to be submitted in advance of the meeting and would specify that the legislative body must provide an opportunity for the public to address the legislative body and offer comment in real time. The bill would prohibit the legislative body from closing the public comment period and the opportunity to register to provide public comment, until the public comment period has elapsed or until a reasonable amount of time has elapsed, as specified. When there is a continuing state of emergency, or when state or local officials have imposed or recommended measures to promote social distancing, the bill would require a legislative body to make specified findings not later than 30 days after the first teleconferenced meeting pursuant to these provisions, and to make those findings every 30 days thereafter, in order to continue to meet under these abbreviated teleconferencing procedures.

Existing law prohibits a legislative body from requiring, as a condition to attend a meeting, a person to register the person's name, or to provide other information, or to fulfill any condition precedent to the person's attendance.

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This bill would exclude from that prohibition, a registration requirement imposed by a third-party internet website or other online platform not under the control of the legislative body.
(2) Existing law, the Bagley-Keene Open Meeting Act, requires, with specified exceptions, that all meetings of a state body be open and public and all persons be permitted to attend any meeting of a state body. The act requires at least one member of the state body to be physically present at the location specified in the notice of the meeting.

The Governor's Executive Order No. N-29-20 suspends the requirements of the Bagley-Keene Open Meeting Act for teleconferencing during the COVID-19 pandemic, provided that notice and accessibility requirements are met, the public members are allowed to observe and address the state body at the meeting, and that a state body has a procedure for receiving and swiftly resolving requests for reasonable accommodation for individuals with disabilities, as specified.

This bill, until January 31, 2022, would authorize, subject to specified notice and accessibility requirements, a state body to hold public meetings through teleconferencing and to make public meetings accessible telephonically, or otherwise electronically, to all members of the public seeking to observe and to address the state body. With respect to a state body holding a public meeting pursuant to these provisions, the bill would suspend certain req1.Jirements of existing law, including the requirements that each teleconference location be accessible to the public and that members of the public be able to address the state body at each teleconference location. Under the bill, a state body that holds a meeting through teleconferencing and allows members of the public to observe and address the meeting telephonically or otherwise electronically would satisfy any requirement that the state body allow members of the public to attend the meeting and offer public comment. The bill would require that each state body that holds a meeting through teleconferencing provide notice of the meeting, and post the agenda, as provided. The bill would urge state bodies utilizing these teleconferencing procedures in the bill to use sound discretion and to make reasonable efforts to adhere as closely as reasonably possible to existing law, as provided.
(3) Existing law establishes the various campuses of the California State University under the administration of the Trustees of the California State University, and authorizes the establishment of student body organizations in connection with the operations of California State University campuses.

The Gloria Romero Open Meetings Act of 2000 generally requires a legislative body, as defined, of a student body organization to conduct its business in a meeting that is open and public. The act authorizes the legislative body to use teleconferencing, as defined, for the benefit of the public and the legislative body in connection with any meeting or proceeding authorized by law.

This bill, until January 31, 2022, would authorize, subject to specified notice and accessibility requirements, a legislative body, as defined for purposes of the act, to hold public meetings through teleconferencing and 92 RESOLUTION NO. 2023-05-3383
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to make public meetings accessible telephonically, or otherwise electronically, to all members of the public seeking to obseive and to address the legislative body. With respect to a legislative body holding a public meeting pursuant to these provisions, the bill would suspend certain requirements of existing law, including the requirements that each teleconference location be accessible to the public and that members of the public be able to address the legislative body at each teleconference location.

Under the bill, a legislative body that holds a meeting through teleconferencing and allows members of the public to observe and address the meeting telephonically or otherwise electronically would satisfy any requirement that the legislative body allow members of the public to attend the meeting and offer public comment. The bill would require that each legislative body that holds a meeting through teleconferencing provide notice of the meeting, and post the agenda, as provided. The bill would urge legislative bodies utilizing these teleconferencing procedures in the bill to use sound discretion and to make reasonable efforts to adhere as closely as reasonably possible to existing law, as provided.
(4) This bill would declare the Legislature's intent, consistent with the Governor's Executive Order No. N-29-20, to improve and enhance public access to state and local agency meetings during the COVID-19 pandemic and future emergencies by allowing broader access through teleconferencing options.
(5) This bill would incorporate additional changes to Section 54953 of the Government Code proposed by AB 339 to be operative only if this bill and AB 339 are enacted and this bill is enacted last
(6) The California Constitution requires local agencies, for the purpose of ensuring public access to the meetings of public bodies and the writings of public officials and agencies, to comply with a statutory enactment that amends or enacts laws relating to public records or open meetings and contains findings demonstrating that the enactment furthers the constitutional requirements relating to this purpose.

This bill would make legislative findings to that effect. (7) Existing constitutional provisions require that a statute that limits the right of access to the meetings of public bodies or the writings of public officials and agencies be adopted with findings demonstrating the interest protected by the limitation and the need for protecting that interest.

This bill would make legislative findings to that effect. (8) This bill would declare that it is to take effect immediately as an urgency statute.

The people of the State of California do enact as follows:

SECTION 1. Section 89305.6 is added to the Education Code, to read:
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and make public meetings accessible telephonically, or otherwise electronically, to all members of the public seeking to observe and to address the legislative body.
(b) (1) For a legislative body holding a public meeting through teleconferencing pursuant to this section, all requirements in this article requiring the physical presence of members, the clerk or other personnel of the legislative body, or the public, as a condition of participation in or quorum for a public meeting, are hereby suspended.
(2) For a legislative body holding a public meeting through teleconferencing pursuant to this section, all of the following requirements in this article are suspended:
(A) Each teleconference location from which a member will be participating in a public meeting or proceeding be identified in the notice and agenda of the public meeting or proceeding.
(B) Each teleconference location be accessible to the public. (C) Members of the public may address the legislative body at each teleconference conference location.
(D) Post agendas at all teleconference locations.
(E) At least one member of the legislative b,ady be physically present at the location specified in the notice of the meeting.
( c) A legislative body that holds a meeting through teleconferencing and allows members of the public to observe and address the meeting telephonically or otherwise electronically, consistent with the notice and accessibility requirements in subdivisions (d) and (e), shall have satisfied any requirement that the legislative body allow members of the public to attend the meeting and offer public comment. A legislative body need not make available any physical location from which members of the public may observe the meeting and offer public comment.
( d) If a legislative body holds a meeting through teleconferencing pursuant to this section and allows members of the public to observe and address the meeting telephonically or otherwise electronically, the legislative body shall also do both of the following:
(I) Implement a procedure for receiving and swiftly resolving requests for reasonable modification or accommodation from individuals with disabilities, consistent with the federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101 et seq.), and resolving any doubt whatsoever in favor of accessibility.
(2) Advertise that procedure each time notice is given of the means by which members of the public may observe the meeting and offer public comment, pursuant to paragraph (2) of subdivision ( e ). ( e) Except to the extent this section provides otherwise, each legislative body that holds a meeting through teleconferencing pursuant to this section shall do both of the following;
(1) Give advance notice of the time of, and post the agenda for, each public meeting according to the timeframes otherwise prescribed by this article, and using the means otherwise prescribed by this article, as applicable.
n
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(2) Jn each instance in which notice ofthetimeofthemeeting is otheiwise given or the agenda for the meeting is otherwise posted, also give notice of the means by which members of the public may observe the meeting and offer public comment. As to any instance in which there is a change in the means of public observation and comment, or any instance prior to the effective date of this section in which the time of the meeting has been noticed or the agenda for the meeting has been posted without also including notice of the means of public observation and comment, a legislative body may satisfy this requirement by advertising the means of public observation and comment using the most rapid means of communication available at the time. Advertising the means of public observation and comment using the most rapid means of communication available at the time shall include, but need not be limited to, posting such means on the legislative body's internet website.
(f) All legislative bodies utilizing the teleconferencing procedures in this section are urged to use sound discretion and to make reasonable efforts to adhere as closely as reasonably possible to the otherwise applicable provisions of this article, in order to maximize transparency and provide the public access to legislative body meetings.
(g) This se.ction shall remain in effect only until January 31, 2022, and as of that date is repealed.

SEC. 2. Section 11133 is added to the Government Code, to read:
11133. (a) Notwithstanding any other provision of this article, and subject to the notice and accessibility requirements in subdivisions (d) and (e), a state body may hold public meetings through teleconferencing and make public meetings accessible telephonically, or otherwise electronically, to all members of the public seeking to observe and to address the state body.
(b) (1) For a state body holding a public meeting through teleconferencing pursuant to this section, all requirements in this article requiring the physical presence of members, the clerk or other personnel of the state body, or the public, as a condition of participation in or quorum for a public meeting, are hereby suspended.
(2) For a state body holding a public meeting through teleconferencing pursuant to this section, all of the following requirements in this article are suspended:
(A) Each teleconference location from which a member will be participating in a public meeting or proceeding be identified in the notice and agenda of the public meeting or proceeding.
(B) Each teleconference location be accessible to the public. (C) Members of the public may address the state body at each teleconference conference location,
(D) Post agendas at all teleconference locations.
(E) At least one member of the state body be physically present at the location specified in the notice of the meeting.
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or otherwise electronically, consistent with the notice and accessibility requirements in subdivisions ( d) and ( e), shall have satisfied any requirement that the state body allow members of the public to attend the meeting and offer public comment. A state body need not make available any physical location from which members of the public may observe the meeting and offer public comment.
( d) If a state body holds a meeting through teleconferencing pursuant to this section and allows members of the public to observe and address the meeting telephonically or otherwise electronically, the state body shall also do both of the following:
(1) Implement a procedure for receiving and swiftly resolving requests for reasonable modification or accommodation from individuals with disabilities, consistent with the federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101 et seq.), and resolving any doubt whatsoever in favor of accessibility.
(2) Advertise that procedure each time notice is given of the means by which members of the public may observe the meeting and offer public cmnment, pursuant to paragraph (2) of subdivision ( e ). ( e) Except to the extent this section provides otherwise, each state body that holds a meeting through teleconferencing pursuant to this section shall do both of the following:
(1) Give advance notice of the time of, and post the agenda for, each public meeting according to the timeframes otherwise prescribed by this article, and using the means otherwise prescribed by this article, as applicable.
(2) In each instance in which notice of the time of the meeting is othetwise given or the agenda for the meeting is otherwise posted, also give notice of the means by which members of the public may observe the meeting and offer public comment. As to any instance in which there is a change in the means of public observation and comment, or any instance prior to the effective date of this section in which the time of the meeting has been noticed or the agenda for the meeting has been posted without also including notice of the means of public observation and comment, a state body may satisfy this requirement by advertising the means of public observation and comment using the most rapid means of communication available at the time. Advertising the means of public obseivation and comment using the most rapid means of communication available at the time shall include, but need not be limited to, posting such means on the state body's internet website.
(f) All state bodies utilizing the teleconferencing procedures in this section are urged to use sound discretion and to make reasonable efforts to adhere as closely as reasonably possible to the otherwise applicable provisions of this article, in order to maximize transparency and provide the public access to state body meetings.
(g) This section shall remain in effect only until January 31, 2022, and as of that date is repealed.

SEC. 3. Section 54953 of the Government Code is amended to read:
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54953. (a) All meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting of the legislative body of a local agency, except as otherwise provided in this chapter.
(b) (1) Notwithstanding any other provision of law, the legislative body of a local agency may use teleconferencing for the benefit of the public and the legislative body of a local agency in connection with any meeting or proceeding authorized by law. The teleconferenced meeting or proceeding shall comply with all otherwise applicable requirements of this chapter and all otherwise applicable provisions of law relating to a specific type of meeting or proceeding.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any meeting within the subject matter jurisdiction of the legislative body. All votes taken during a teleconferenced meeting shall be by rollcall.
(3) If the legislative body of a local agency elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutionai rights of the parties or the public appearing before the legislative body of a local agency. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the members of the legislative body shall participate from locations within the boundaries of the territory over which the local agency exercises jurisdiction, except as provided in subdivisions ( d) and ( e ). The agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3 at each teleconference location.
(4) For the purposes of this section, "teleconference" means a meeting of a legislative body, the members of which are in different locations, connected by electronic means, through either audio or video, or both.

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( d) (1) Notwithstanding the provisions relating to a quorum in paragraph (3) of subdivision (b), if a health authority conducts a teleconference meeting, members who are outside the jurisdiction of the authority may be counted toward the establishment of a quorum when participating in the teleconference if at least 50 percent of the number of members that would establish a quorum are present within the boundaries of the territory over which the authority exercises jurisdiction, and the health authority provides a teleconference number, and associated access codes, if any, that allows any person to call in to participate in the meeting and the number and access codes are identified in the notice and agenda of the meeting. (2) Nothing in this subdivision shall be construed as discouraging health authority members from regularly meeting at a common physical site within the jurisdiction of the authority or from using teleconference locations within or near the jurisdiction of the authority. A teleconference meeting for which a quorum is established pursuant to this subdivision shall be subject to all other requirements of this section.
(3) For purposes of this subdivision, a health authority means any entity created pursuant to Sections 14018.7, 14087.31, 14087.35, 14087.36, 14087.38, and 14087.9605 of the Welfare and Institutions Code, any joint powers authority created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 for the purpose of contracting pursuant to Section 14087.3 of the Welfare and Institutions Code, and any advisory committee to a county~sponsored health plan licensed pursuant to Chapter

2.2 (commencing with Section 1340) of Division 2 of the Health and Safety Code if the advisory committee has 12 or more members.
( e) (1) A local agency may use teleconferencing without complying with the requirements of paragraph (3) of subdivision (b) if the legislative body complies with the requirements of paragraph (2) of this subdivision in any of the following circumstances:
(A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.
(B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
(C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
(2) A legislative body that holds a meeting pursuant to this subdivision shall do all of the following:
(A) The legislative body shall give notice of the meeting and post agendas as otherwise required by this chapter.
(B) The legislative body shall allow members of the public to access the meeting and the agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3.

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In each instance in which notice of the time of the teleconferenced meeting is otherwise given or the agenda for the meeting is otherwise posted, the legislative body shall also give notice of the means by which members of the public may access the meeting and offer public comment. The agenda shall identify and include an opportunity for all persons to attend via a call-in option or an internet.based service option. This subparagraph shall not be construed to require the legislative body to provide a physical location from which the public may attend or comment.
(C) The legislative body shall conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body of a local agency. (D) In the event of a disruption which prevents the public agency from broadcasting the meeting to members of the public using the call-in option or internet-based seivice option, or in the event of a disruption within the local agency's control which prevents members of the public from offering public comments using the call-in option or internet-based service option, the body shall take no further action on items appearing on the meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. Actions taken on agenda items during a disruption which prevents the public agency from broadcasting the meeting may be challenged pursuant to Section 54960. l. (E) The legislative body shall not require public comments to be submitted in advance of the meeting and must provide an opportunity for the public to address the legislative body and offer comment in re.al time.

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(3) If a state of emergency remains active, or state or local officials have imposed or recommended measures to promote social distancing, in order to continue to teleconference without compliance with paragraph (3) of subdivision (b ), the legislative body shall, not later than 30 days after teleconferencing for thefust time pursuant to subparagraph (A), (B), or (C) of paragraph (1 ), and every 30 days thereafter, make the following findings by majority vote:
(A) The legislative body has reconsidered the circumstances of the state of emergency.
(B) Any of the following circumstances exist:
(i) The state of emergency continues to directly impact the ability of the members to meet safely in person.
(ii) State or local officials continue to impose or recommend measures to promote social distancing.
(4) For the purposes of this subdivision, "state of emergency" means a state of emergency proclaimed pursuant to Section 8625 of the California Emergency Services Act (Article 1 (commencing with Section 8550) of Chapter 7 of Division 1 of Title 2).
(f) This section shall remain in effect only until January 1, 2024, and as of that date is repealed.

SEC. 3.1. Section 54953 of the Government Code is amended to read:
54953. (a) All meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting of the legislative body of a local agency in person, except as otherwise provided in this chapter. Local agencies shall conduct meetings subject to this chapter consistent with applicable state and federal civil rights laws, including, but not limited to, any applicable language access and other nondiscrimination obligations.
(b) (1) Notwithstanding any other provision of law, the legislative body of a local agency may use teleconferencing for the benefit of the public and the legislative body of a local agency in connection with any meeting or proceeding authorized by law. The teleconferenced meeting or proceeding shall comply with all otherwise applicable requirements of this chapter and all otherwise applicable provisions of law relating to a specific type of meeting or proceeding.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any meeting within the subject matter jurisdiction of the legislative body. All votes taken during a teleconferenced meeting shall be by rollcall.
(3) If the legislative body of a local agency elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the legislative body of a local agency. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the members of the legislative body RESOLUTION NO. 2023-05-3383
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shall participate from locations within the boundaries of the territory over which the local agency exercises jurisdiction, except as provided in subdivisions (d) and (e). The agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3 at each teleconference location.
(4) For the purposes of this section, "teleconference" means a meeting of a legislative body, the members of which are in different locations, connected by electronic means, through either audio or video, or both.

Nothing in this section shall prohibit a local agency from providing the public with additional teleconference locations.
( c) (1) No legislative body shall take action by secret ballot, whether preliminary or final.
(2) The legislative body of a local agency shall publicly report any action taken and the vote or abstention on that action of each member present for the action.
(3) Prior to taking final action, the legislative body shall orally report a summary of a recommendation for a final action on the salaries, salary schedules, or compensation paid in the form of fringe benefits of a local agency executive, as defined in subdivision (d) of Section 3511.1, during the open meeting in which the final action is to be taken. This paragraph shall not affect the public's right under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1) to inspect or copy records created or received in the process of developing the recommendation.
( d) (1) Notwithstanding the provisions relating to a quorum in paragraph (3) of subdivision (b ), if a health authority conducts a teleconference meeting, members who are outside the jurisdiction of the authority may be counted toward the establishment of a quorum when participating in the teleconference if at least 50 percent of the number of members that would establish a quorum are present within the boundaries of the territory over which the authority exercises jurisdiction, and the health authority provides a teleconference number, and associated access codes, if any, that allows any person to call in to participate in the meeting and the number and access codes are identified in the notice and agenda of the meeting. (2) Nothing in this subdivision shall be construed as discouraging health authority members from regularly meeting at a common physical site within the jurisdiction of the authority or from using teleconference locations within or near the jurisdiction of the authority. A teleconference meeting for which a quorum is established pursuant to this subdivision shall be subjf:ct to all other requirements of this section.
(3) For purposes of this subdivision, a health authority means any entity created pursuant to Sections 14018.7, 14087.31, 14087.35, 14087.36, 14087.38, and 14087.9605 of the Welfare and Institutions Code, any joint powers authority created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 for the purpose of contracting pursuant to Section 14087.3 of the Welfare and Institutions Code, and any advisory committee to a county-sponsored health plan licensed pursuant to Chapter RESOLUTION NO. 2023-05-3383
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-13- Ch. 165

2.2 (commencing with Section 1340) ofDivision2 of the Health and Safety Code if the advisory committee has 12 or more members.
( e) (1) A local agency may use teleconferencing without complying with the requirements of paragraph (3) of subdivision (b) if the legislative body complies with the requirements of paragraph (2) of this subdivision in any of the following circumstances:
(A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.
(B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present inuninent risks to the health or safety of attendees.
(C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
(2) A legislative body that holds a meeting pursuant to this subdivision shall do all of the following:
(A) The legislative body shall give notice of the meeting and post agendas as otherwise required by this chapter.
(B) The legislative body shall allow members of the public to access the meeting and the agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3.

Jn each instance in which notice of the time of the teleconferenced meeting is otherwise given or the agenda for the meeting is otherwise posted, the legislative body shall also give notice of the means by which members of the public may access the meeting and offer public comment. The agenda shall identify and include an opportunity for all persons to attend via a call-in option or an internet-based service option. This subparagraph shall not be construed to require the legislative body to provide a physical location from which the public may attend or comment.
(C) The legislative body shall conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body of a local agency. (D) In the event of a disruption which prevents the public agency from broadcasting the meeting to members of the public using the call-in option or internet-based service option, or in the event of a disruption within the local agency's control which prevents members of the public from offering public comments using the call-in option or internet-based service option, the body shall take no furfuer action on items appearing on the meeting agenda until public access to the meeting via fue call-in option or internet-based service option is restored. Actions taken on agenda items during a disruption which prevents the public agency from broadcasting the meeting may be challenged pursuant to Section 54960. l. (E) The legislative body shall not require public comments to be submitted in advance of the meeting and must provide an opportunity for 92 RESOLUTION NO. 2023-05-3383
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the public to address the legislative body and offer comment in real time.

This subparagraph shall not be construed to require the legislative body to provide a physical location from which the public may attend or comment. (F) Notwithstanding Section 54953.3, an individual desiring to provide public comment through the use of an internet website, or other online platform, not under the control of the local legislative body, that requires registration to log in to a teleconference may be required to register as required by the third-party internet website or online platform to participate. (G) (i) A legislative body that provides a timed public comment period for each agenda item shall not close the public comment period for the agenda item, or the opportunity to register, pursuant to subparagraph (F), to provide public comment until that timed public comment period has elapsed.
(ii) A legislative body that does not provide a timed public comment period, but takes public comment separately on each agenda item, shall allow a reasonable amount of time per agenda item to allow public members the opportunity to provide public comment, including time for members of the public to register pursuant to subparagraph (F), or otherwise be recognized for the purpose of providing public comment. (iii) A legislative body that provides a timed general public comment period that does not correspond to a specific agenda item shall not close the public comment period or the opportunity to register, pursuant to subparagraph (F), until the timed general public comment period has elapsed. (3) If a state of emergency remains active, or state or local officials have imposed or recommended measures to promote social distancing, in order to continue to teleconference without compliance with paragraph (3) of subdivision (b ), the legislative body shall, not later than 30 days after teleconferencing for the first time pursuant to subparagraph (A), (B), or (C) of paragraph (1 ), and every 30 days thereafter, make the following findings by majority vote:
(A) The legislative body has reconsidered the circumstances of the state of emergency.
(B) Any of the following circumstances exist:
(i) The state of emergency continues to directly impact the ability of the members to meet safely in person.
(ii) State or local officials continue to impose or recommend measures to promote social distancing.
(4) For the purposes of this subdivision, "state of emergency" means a state of emergency proclaimed pursuant to Section 8625 of the California Emergency SeIVices Act (Article 1 (commencing with Section 8550) of Chapter 7 of Division l of Title 2).
(f) This section shall remain in effect only until January 1, 2024, and as of that date is repealed.

SEC. 4. Section 54953 is added to the Government Code, to read:
54953. (a) All meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting RESOLUTION NO. 2023-05-3383
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of the legislative body of a local agency, except as otherwise provided in this chapter.
(b) (1) Notwithstanding any other provision of law, the legislative body of a local agency may use teleconferencing for the benefit of the public and the legislative body of a local agency in connection with any meeting or proceeding authorized by law. The teleconferenced meeting or proceeding shall comply with all requirements of this chapter and all otherwise applicable provisions of law relating to a specific type of meeting or proceeding.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any meeting within the subject matter jurisdiction of the legislative body. All votes taken during a teleconferenced meeting shall be by rollca!L
(3) If the legislative body of a local agency elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the legislative body of a local agency. Each teleconference location shall be identified in the notice and agenda of the me~ting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the members of the legislative body shall participate from locations within the boundaries of the territory over which the local agency exercises jurisdiction, except as provided in subdivision (d). The agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3 at each teleconference location.
(4) For the purposes of this section, "teleconference" means a meeting of a legislative body, the members of which are in different locations, connected by electronic means, through either audio or video, or both.

Nothing in this section shall prohibit a local agency from providing the public with additional teleconference locations
( c) (1) No legislative body shall take action by secret ballot, whether preliminary or final.
(2) The legislative body of a local agency shall publicly report any action taken and the vote or abstention on that action of each member present for the action.
(3) Prior to taking final action, the legislative body shall orally report a summary of a recommendation for a final action on the salaries, salary schedules, or compensation paid in the form of fringe benefits of a local agency executive, as defined in subdivision (d) of Section 3511.1, during the open meeting in which the final action is to be taken. This paragraph shall not affect the public's right under the California Public Records Act (Chapter 3.5 (commencing with Section6250) of Division 7 of Title 1) to inspect or copy records created or received in the process of developing the recommendation.
( d) (1) Notwithstanding the provisions relating to a quorum in paragraph (3) of subdivision (b ), if a health authority conducts a teleconference meeting, 92 RESOLUTION NO. 2023-05-3383
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members who are outside the jurisdiction of the authority may be counted toward the establishment of a quorum when participating in the teleconference if at least 50 percent of the number of members that would establish a quorum are present within the boundaries of the territory over which the authority exercises jurisdiction, and the health authority provides a teleconference number, and associated access codes, if any, that allows any person to call in to participate in the meeting and the number and access codes are identified in the notice and agenda of the meeting. (2) Nothing in this subdivision shall be construed as discouraging health authority members from regularly meeting at a common physical site within the jurisdiction of the authority or from using teleconference locations within or near the jurisdiction of the authority. A teleconference meeting for which a quorum is established pursuant to this subdivision shall be subject to all other requirements of this section.
(3) For purposes of this subdivision, a health authority means any entity created pursuant to Sections 14018.7, 14087.31, 14087.35, 14087.36, 14087.38, and 14087.9605 of the Welfare and Institutions Code, any joint powers authority created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 for the purpose of contracting pursuant to Section 14087.3 of the Welfare and Institutions Code, and any advisory committee to a county-sponsored health plan licensed pursuant to Chapter

2.2 (commencing with Section 1340) ofDivision2 of the Health and Safety Code if the advisory conunittee has 12 or more members. ( e) This section shall become operative January 1, 2024.

SEC. 4.1. Section 54953 is added to the Government Code,. to read:
54953. (a) All meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting of the legislative body of a local agency, in person except as otherwise provided in this chapter. Local agencies shall conduct meetings subject to this chapter consistent with applicable state and federal civil rights laws, including, but not limited to, any applicable language access and other nondiscrimination obligations.
(b) (I) Notwithstanding any other provision of law, the legislative body of a local agency may use teleconferencing for the benefit of the public and the legislative body of a local agency in connection with any meeting or proceeding authorized by law. The teleconferenced meeting or proceeding shall comply with all requirements of this chapter and all otherwise applicable provisions of law relating to a specific type of meeting or proceeding.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any meeting within the subject matter jurisdiction of the legislative body. All votes taken during a teleconferenced meeting shall be by rollcall.
(3) If the legislative body of a local agency elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the RESOLUTION NO. 2023-05-3383
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legislative body of a local agency. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the members of the legislative body shall participate from locations within the boundaries of the territory over which the local agency exercises jurisdiction, except as provided in subdivision (d). The agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3 at each teleconference location.
(4) For the purposes of this section, "teleconference" means a meeting of a legislative body, the members of which are in different locations, connected by electronic means, through either audio or video, or both.

Nothing in this section shall prohibit a local agency from providing the public with additional teleconference locations.
( c) (1) No legislative body shall take action by secret ballot, whether preliminary or final.
(2) The legislative body of a local agency shall publicly report any action taken and the vote or abstention on that action of each member present for the action.
(3) Prior to taking final action, the legislative body shall orally report a summary of a recommendation for a final action on the salaries, salary sche.dules, or compensation paid in the form of fringe benefits of a local agency executive, as defined in subdivision (d) of Section 3511.1, during the open meeting in which the final action is to be taken. This paragraph shall not affect the public's right under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1) to inspect or copy records created or received in the process of developing the recommendation.
( d) (1) Notwithstanding the provisions relating to a quorum in paragraph (3) of subdivision (b ), if a health authority conducts a teleconference meeting, members who are outside the jurisdiction of the authority may be counted toward the establishment of a quorum when participating in the teleconference if at least 50 percent of the number of members that would establish a quorum are present within the boundaries of the territory over which the authority exercises jurisdiction, and the health authority provides a teleconference number, and associated access codes, if any, that allows any person to call in to participate in the meeting and the number and access codes are identified in the notice and agenda of the meeting. (2) Nothing in this subdivision shall be construed as discouraging health authority members from regularly meeting at a common physical site within the jurisdiction of the authority or from using teleconference locations within or near the jurisdiction of the authority. A teleconference meeting for which a quorum is established pursuant to this subdivision shall be subject to all other requirements of this section.
(3) For purposes of this subdivision, a health authority means any entity created pursuant to Sections 14018.7, 14087.31, 14087.35, 14087.36, 14087.38, and 14087.9605 of the Welfare and Institutions Code, any joint 92 RESOLUTION NO. 2023-05-3383
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powers authority created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 for the purpose of contracting pursuant to Section 14087.3 of the Welfare and Institutions Code, and any advisory committee to a county-sponsored health plan licensed pursuant to Chapter

2.2 (commencing with Section 1340) of Division 2 of the Health and Safety Code if the advisory committee has 12 or more members.
(e) This section shall become operative January 1, 2024.

SEC. 5. Sections 3.1 and 4.1 of this bill incorporate amendments to Section 54953 of the Government Code proposed by both this bill and Assembly Bill 339. Those sections of this bill shall only become operative if (1) both bills are enacted and become effective on or before January 1, 2022, but this bill becomes operative first, (2) each bill amends Section 54953 of the Government Code, and (3) this bill is enacted after Assembly Bill 339, in which case Section 54953 of the Government Code, as amended by Sections 3 and 4 of this bill, shall remain operative only until the operative date of Assembly Bill 339, at which time Sections 3.1 and 4.1 of this bill shall become operative.

SEC. 6. It is the intent of the Legislature in enacting this act to improve and enhanc.e public access to state and local agency meetings during the COVID~ 19 pandemic and future applicable emergencies, by allowing broader access through teleconferencing options consistent with the Governor's Executive Order No. N-29-20 dated March 17, 2020, permitting expanded use of teleconferencing during the COVID-19 pandemic.

SEC. 7. The Legislature finds and declares that Sections 3 and 4 of this act, which amend, repeal, and add Section 54953 of the Government Code, further, within the meaning of paragraph (7) of subdivision (b) of Section 3 of Article I of the California Constitution, the purposes of that constitutional section as it relates to the right of public access to the meetings of local public bodies or the writings of local public officials and local agencies. Pursuant to paragraph (7) of subdivision (b) of Section 3 of Article I of the California Constitution, the Legislature makes the following findings:

This act is necessal}' to ensure minimum standards for public participation and notice requirements allowing for greater public participation in teleconference meetings during applicable emergencies.

SEC. 8. (a) TheLegislaturefindsanddeclaresthatduringtheCOVID-19 public health emergency, certain requirements of the Bagley-Keene Open Meeting Act (Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code) were suspended by Executive Order N-29-20. Audio and video teleconference were widely used to conduct public meetings in lieu of physical location meetings, and public meetings conducted by teleconference during the COVID-19 public health emergency have been productive, have increased public participation by all members of the public regardless of their location in the state and ability to travel to physical meeting locations, have protected the health and safety of civil servants and the public, and have reduced travel costs incurred by members of state bodies and reduced work hours spent traveling to and from meetings.

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(b) The Legislature finds and declares that Section 1 of this act, which adds and repeals Section 89305. 6 of the Education Code, Section 2 of this act, which adds and repeals Section 11133 of the Government Code, and Sections 3 and 4 of this act, which amend, repeal, and add Section 54953 of the Government Code, all increase and potentially limit the public's right of access to the meetings of public bodies or the writings of public officials and agencies within the meaning of Section 3 of Article I of the California Constitution. Pursuant to that constitutional provision, the Legislature makes the following findings to demonstrate the interest protected by this limitation and the need for protecting that interest:
(1) By removing the requirement that public meetings be conducted at a primary physical location with a quorum of members present, this act protects the health and safety of civil servants and the public and does not preference the experience of members of the public who might be able to attend a meeting in a physical location over members of the public who cannot travel or attend that meeting in a physical location. (2) By removing the requirement for agendas to be placed at the location of each public official participating in a public meeting remotely, including from the member's private home or hotel room, this act protects the personal, private information of public officials and their families while preserving the public's right to access information concerning the conduct of the people's business.

SEC. 9. This act is an urgency statute necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution and shall go into immediate effect.

The facts constituting the necessity are;
In order to ensure that state and local agencies can continue holding public meetings while providing essential services like water, power, and fire protection to their constituents during public health, wildfire, or other states of emergencies, it is necessary that this act take effect immediately. 0 92
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ISi City Council
DSuccessor Agency
D Housing Authority
DReclamation Authority
DJoint Powers Authority
Date: January 11, 2023
Cityo/

IRWINDALE

AGENDA REPORT
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
CC Item F-2
Issue: Agreement with the County of Los Angeles entitled 2020 State Homeland Security Program Sub-recipient Agreement and approval of professional services agreements with AT&T to provide cybersecurity services using 2020 State Homeland Security program funds.

City Manager's Recommendation:

Adopt Resolution No. 2023-02-3380, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, APPROVING THE STATE HOMELAND SECURITY SUBRECIPIENT GRANT YEAR 2020 AGREEMENT BETWEEN THE CITY OF IRWINDALE

AND COUNTY OF LOS ANGELES, DISPENSING WITH FORMAL BIDDING

REQUIREMENTS AND APPROVING PROFESSIONAL SERVICES AGREEMENTS

WITH AT&T TO CONDUCT A CYBERSECURITY ASSESSMENT, AND APPROVING AN AMENDMENT TO THE REVENUE BUDGET AND APPROPRIATING $67,518 INTO THE FEDERAL GRANT FUND"
Administrative Action:

Submitted by:

Robert Castro, Interim Police Chief
(626) 430-2234
Prepared by:

John Fraijo, Captain
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian A. Miranda, City Manager
01005.0010/849171.1
-1~

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I
Background and Analysis:

On March 2, 2022, the City of Irwindale received formal notice from the County of Los Angeles (primary grantee) that the City of Irwindale (subrecipient) was awarded $67,518 in FY 2020 State Homeland Security Grant Program ("SHSGP") funds to offset the cost of a cybersecurity assessment for the City's technology infrastructure. With the SHSGP funds, the City will hire a Contractor to provide a security assessment of common Computer-Aided Dispatch (CAD) and Records Management System (RMS) operating systems. In addition, the Contractor will examine and identify Cloud storage systems for attack vulnerabilities; examine agencies' "third-party vendor" security Policies and Procedures; conduct unannounced penetration testing of selected operating and/or vendor systems; and provide follow-up training for information technology representatives.

In March 2021, Microsoft issued a notification regarding potential vulnerabilities from its Microsoft Exchange product. Since February 2021, there have been ongoing cyberattack from a group called HAFNIUM which was thought by security researchers to be affiliated with the Chinese state exploiting these vulnerabilities on thousands of organizations worldwide. In March, 2021, the Department of Homeland Security (OHS) and the Los Angeles Sheriff Department (LASO) contacted many local law enforcement agencies to advise computer systems were potentially compromised due to Microsoft Exchange vulnerability. Although it was determined the City of lrwindale's computer system was not compromised, made accessible to the public, or breached in any manner, it took city IT staff many hours to ensure normal operations. Adding a cybersecurity assessment service will not only further enhance the computer network protection but also identify any potential weaknesses of the Internet facing systems.

Over the past several months, the City of lrwindale's Information Technology Division has been in conversation with several vendors to potentially provide cybersecurity assessment services to the City of Irwindale/Irwindale Police Department. This was a very complex procurement due to several factors: 1) the exact detail of the City's IT infrastructure; 2) the unique nature of the services required; 3) discussion regarding the prior attempt to breech the City's cybersecurity defenses; and 4) the level of services required to maintain the security of the IT infrastructure, including third party assessments.

After careful review and consideration, staff is recommending that the City of Irwindale enter into a professional services agreement with AT&T using Federal and State awarded CALNET pricing to provide cybersecurity assessment services based on the firms understanding of the engagement, prior services provide to our City and others, and the pricing model.

Irwindale Municipal Code ("IMC") Sections 3.44.0SO(E) and (F) states that the City Council can dispense with bidding when "through cooperative purchasing with the state, the county, and other public agencies, the advantages of large-scale buying may be

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obtained," and "when the purchase is beneficial to the interest of the city and is from a supplier who has been awarded a specific item or items in a contract resulting from a formal competitive bid process by another governmental agency within the state of California or by the federal government within the previous year." AT&T was awarded the Federal contract for flat rate internet services pricing through CALNET NEXTGEN Agreement No.: 20210426108/155674UA and State of California contract ID- IFB C4DNCS19.

AT&T has provided the City with two proposals that are each components of the Cybersecurity Assessment. The first component is to assess the City's cybersecurity, and the second seeks to determine the extent to which critical systems and sensitive information are vulnerable to compromise or attack, and provide solutions.

The quote provided to staff covers time and material costs for a system-wide cybersecurity assessment. Hourly rates were determined using the State of California approved pricing contract issued on April 14, 2022, with an expiration date of June 30, 2025.

It is therefore recommended that the City Council adopt Resolution No. 2023-02-3380, approving the 2020 State Homeland Security Program Sub-recipient Agreement, and Professional Services Agreement with AT&T for Cybersecurity Assessment Services.

Fiscal Impact:

There will be no fiscal impact to the General Fund. The total quote forthe AT&T consultant services is $50,500, which will be reimbursed from the City's participation in the reimbursement grant in the amount of $67,518 from the State of California Homeland Security Grant Program. The County of Los Angeles and the State of California, upon the receipt of goods by the City of Irwindale Police Department, will submit a claim for reimbursement. Reimbursement is expected to take 90-120 days.

Funds for this grant originate from the U.S Department of Homeland Security. Therefore this grant is considered a federal award and must be accounted for in the City's Federal Grants Fund 31. An additional General Fund appropriation of $67,518 is required to appropriate the budget in Fund 31 for this purchase. In addition, a revenue budget of $67,518 is also required to account for the receipt of the grant revenue upon reimbursement.

Attachment(s):

Attachment A: 2020 State Homeland Security Program Sub-recipient Agreement Attachments B &C: Professional Services Agreements with AT&T for Cybersecurity Assessment Services
Attachment D: Resolution 2023-02-3380
01005.0010/649171.1 Page 3
RESOLUTION NO. 2023-02-3380

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

APPROVING THE STATE HOMELAND SECURITY SUB-RECIPIENT
GRANT YEAR 2020 AGREEMENT BETWEEN THE CITY OF

IRWINDALE AND COUNTY OF LOS ANGELES, DISPENSING WITH

FORMAL BIDDING REQUIREMENTS AND APPROVING A

PROFESSIONAL SERVICES AGREEMENT WITH AT&T TO CONDUCT

A CYBERSECURITY ASSESSMENT, AND APPROVING AN

AMENDMENT TO THE REVENUE BUDGET AND APPROPRIATING
$67,518 INTO THE FEDERAL GRANT FUND
WHEREAS, a Homeland Security grant was established by the State, in part, to offset the cost of a cybersecurity assessment for the City's technology infrastructure; and
WHEREAS, the County of Los Angeles Board of Supervisors has accepted the 2020 State Homeland Security Program (SHSP) for the Los Angeles County Operational Area, which originates from the U.S. Department of Homeland Security, and received requisite State approvals to proceed with the allocation of funds to the City of Irwindale; and
WHEREAS, sub-recipient participation in the SHSP requires the City to enter into an agreement with the County of Los Angeles, and allows for the reimbursement of $67,518 to contract with companies to provide a security assessment of Computer Aided Dispatch (CAD) and Records Management Systems (RMS) involving law enforcement agencies; and
WHEREAS, the contractor will examine and identify Cloud storage systems for attack vulnerabilities, examine "third party vendor" security Policies and Procedures, conduct unannounced penetration testing of selected operating and/or vendor systems, and provide follow-up training for information technology representatives; and WHEREAS, City staff have identified AT&T to provide cybersecurity assessment services based on the firms understanding of the engagement, prior services provide to our City and others, and the pricing model; and
WHEREAS, Irwindale Municipal Code ("IMC") Sections 3.44.0SO(E) and (F) state that the City Council can dispense with formal bidding requirements when "through cooperative purchasing with the state, the county, and other public agencies, the advantages of large-scale buying may be obtained," and "when the purchase is beneficial to the interest of the city and is from a supplier who has been awarded a specific item or items in a contract resulting from a formal competitive bid process by 01005.0010/849170.1
another governmental agency within the state of California or by the federal government within the previous year"; and
WHEREAS, AT&T was awarded the Federal contract for flat rate internet services pricing through CALNET NEXTGEN Agreement No.: 20210426108/155674UA and State of California contract ID - IFB C4DNCS19; and
WHEREAS, the City Council of the City of Irwindale now desires to approve the Sub-Recipient Agreement, dispense with formal bidding requirements and approve a professional services agreement with AT&T to provide cybersecurity assessment services, and approve a revenue budget and additional appropriation to the Federal Grant Fund in the amount of $67,518.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND ORDERS AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and incorporated herein by this reference.

SECTION 2. The City Council hereby approves and authorizes the City Manager to execute the 2020 State Homeland Security Program Sub-recipient Agreement between the County of Los Angeles the City of Irwindale, attached hereto as Exhibit "A." SECTION 3. The City Council hereby waives formal bidding requirements pursuant to Irwindale Municipal Code sections 3.44.080(E) and (F), and approves and authorizes the City Manager to enter into Professional Services Agreements with AT&T to provide cybersecurity services using FY2020 State Homeland Security Program funds in an amount not to exceed $67,518 offered through the reimbursable State of California FY2020 Homeland Security Grant Program, attached hereto as Exhibit "B" and "C", subject to final approval as to form by the City Attorney's Office.

SECTION 4. The City Council hereby approves and authorizes an amendment to the revenue budget and appropriates $67,518.00 into the Federal Grant Fund, resulting from the 2020 Homeland Security Grant award.

SECTION 5. The Chief Deputy City Clerk shall attest to the adoption of this resolution which shall, in turn, have immediate effect.

PASSED, APPROVED AND ADOPTED this 11th day of January, 2023.

H. Manuel Ortiz, Mayor
ATIEST:
01005.00101849170.1
Laura Nieto,
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2023-02-3380 was duly adopted by the City Council of the City of Irwindale at a regular meeting thereof held on the 11th day of January, 2023, by the following vote:

Councilmembers:

NOES: Councilmembers: None
ABSTAIN: Councilmembers: None
ABSENT: Councilmembers: None
Laura Nieto
Chief Deputy City Clerk
01005.0010/849170.1
eSign Fax Cover Sheet Contract Id: 2785842
To: AT&T Automated Fax Handling Service From:

Sales Contact Information
CORBETT; TROY
630-338-9306
[email protected]
Fax: 877-374-4632 or 877-eSignFax Total Pages: 15
(Excluding Fax Cover Sheet)
Or with Copiers I Scanners w/ email, Send To: [email protected] To sign via fax:

1. Sign, Title and Date the document where applicable,

2. Fax back documents in the following order:

I. eSign Fax Cover Sheet for Contract Id: 2785842
II. All Pages stamped with Contract Id: 2785842

3. If there are additional documents, use the corresponding eSign Fax Cover Sheet(s) as separator(s) and Fax back as in 2.1 and 2.11.
(see Picture below)
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Requestld:2731509
Contract Id: 2785842
eSign Fax Cover Sheet Contract Id: 2784617
To: AT&T Automated Fax Handling Service From:

Sales Contact Information
CORBETT; TROY
630-338-9306
[email protected]
Fax: 877-374-4632 or 877-eSignFax Total Pages: 14
(Excluding Fax Cover Sheet)
Or with Copiers I Scanners w/ email, Send To: [email protected] To sign via fax:

1. Sign, Title and Date the document where applicable,

2. Fax back documents in the following order:

I. eSign Fax Cover Sheet for Contract Id: 2784617
II. All Pages stamped with Contract Id: 2784617

3. If there are additional documents, use the corresponding eSign Fax Cover Sheet(s) as separator(s) and Fax back as in 2.1 and 2.11.
(see Picture below)
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Requestld:2730748
Contract Id: 2784617
Contract Id: 27811842
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Master Agreement: CALNET NEXTGEN
Vendor: AT&T Corp. on its own behalf and on behalf of its setvice providing affiliates

PROVISION OF SERVICE
Pursuant to this Attachment, AT&T Corp. on its own behalf and on behalf of its service providing affiliates (collectively referred to as "AT&T") will provide AT&T Network Integration Services ("Services") identified in the Statement of Work ("SOW') attached hereto as Exhibit 1. Services shall include manufacturer's maintenance, whether or not AT&T facilitates such purchase or bills such services as agent for the third party.

This Attachment, including the SOW, shall be effective upon execution by both parties of the SOW. SOWs subsequently added must reference this Attachment and shall be effective and incorporated in and made part of this Attachment on the latter of the dates when signed by both Customer and AT&T. Unless earlier terminated, only as provided for in the SOW, each SOW shall be deemed terminated when both parties' respective obligations there under have been fully performed, or it is otherwise terminated according to terms and conditions of the Next GEN agreement.

AT&T PRE SIGNATURE
If Customer requests that AT&T sign this Amendment first, and AT&T has agreed to do so. This Amendment as signed by AT&T shall be binding upon customer's signature, and AT&T will begin implementing the agreement when a fully signed copy is returned by Customer, provided such fully signed copy is returned to AT&T not more than thirty (30) days after the date of AT&T's signature date stated below.

Charges for Services are set out in the SOW. AT&T shall invoice Customer as set out in the SOW.

APPROVAL
This SOW is not in force or effect until signed by both parties (vendor and customer Agency Telecommunications Representative, and approved by the State of California Department of Technology, Statewide Telecommunications and Network Division ("STND") as required.

AMENDMENT
No amendment or variation of the contents or terms of this SOW shall be valid unless submitted in writing, signed by the parties, and approved, by the STNO as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. "All Terms and Conditions as originally awarded in the NEXTGEN contract will apply and take precedence over any similar but differing language in this SOW. No language in this SOW will be allowed to modify or replace NEXTGEN Terms and Conditions. Agencies using these services should also understand that they are responsible for adhering to any State procurement requirements." AT&T and Customer Proprietary and Confidential Page 1of14 Do not disclose or duplicate without written permission 20230103-7398
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PCS ID · 20230103 -063
CUSTOMER Legal Name ("Customer'')
Citv of Irwindale
End User CUSTOMER Address
City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA. 91706
End User CUSTOMER Contact
John Fraijo
5050 N. Irwindale Avenue
Irwindale, CA. 91706
(626) 430-2238
CUSTOMER Billinn Address
City of hwinda!e
5050 N. Irwindale Avenue
Irwindale, CA. 91706
Contract Id: 27811842
GBS389980
155674UA
NEXTGEN Agreement No.: 20210426-1Jlfil1fili67.<L
AT&T Integrated Solutions Tracking ID: EGBS 389980
Date: Januaru 3, 2023
AT&T Corp. ("AT&T") {designate other entl AT&T Branch Sales Contact Name sinninn entit\I other than AT&T Corol
AT&T Name: Trov Corbett
AT&T Corp. Address and Contact AT&T Branch Sales Contact Information One AT&T Way 4513 Western Ave
Bedminster Lisle, IL 60532
NJ (630) 338-9306
07921-0752 [email protected]
Contact: Master Agreement Support T earn
Email: mast@attcom
AT&T Address and Contact AT&T NI Contact Information
Meredith Lay
Engagement Manager
3033 Chain Bridge Rd
Oakton, VA
[email protected]
703 501 6327
This Service Order Attachment for AT&T Network Integration Services ("N f Service Order Attachment") is being entered into by the Parties consistent with and as allowed by the terms and conditions of NEXTGEN (referenced above). By executing this NI Service Order Attachment, Customer agrees to subscribe to, and AT&T agrees to provide Service(s), in accordance with the terms and conditions of this NI Service Order Attachment and the terms and conditions of NEXTGEN . All NEXTGEN terms and conditions will apply and take precedence over any similar but differing language in this NI Service Order Attachment. No language in this NI Service Order Attachment will be allowed to modify or replace NEXTGEN terms and conditions. As used herein, the term "Agreement" shall refer collectively to this NI Service Order Attachment and NEXTGEN. This NI Service Order Attachment is restricted to the NI Services provided herein.

AGREED: AGREED:

Customer: City of hwindale AT&T
By: _e_S_ig_n_e_d_-_L_a_u_ra_M_o_r_a_le_s ______ _
(Authorized Agent or Representative)
(Typed or Printed Name) (Typed or Printed Name)
Contract Specialist, as signatory for AT&T
(Title) (Title)_
__ 0~4~J~a~n~2~0~2~3 ______ LN538H
(Date) (Date)
UUID: ml7791
AT&T and Customer Proprietary and Confidential Page 2of14 Do not disclose or duplicate without written permission Contract Id: 27811842
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1. DEFINITIONS
All other capitalized terms used but not defined in this NI Service Order Attachment have the meaning given them in the Agreement. 11AT&T CPE" means equipment AT&T provides under this NI Service Order Attachment to which AT&T retains all right, title and interest, which are located at 2 Customer sites ("Sites"), and which is used to provide Services. AT&T CPE includes any internal code required to operate such Equipment. AT&T CPE does not include Customer Equipment or AT&T CPE.

Customer Site(s):

Site Name Site Address
Site 5050 N. Irwindale Avenue Irwindale, CA. 91706

2. STATEMENTS OF WORK
A. Unless earlier terminated as described below, an SOW is deemed terminated when the parties' respective obligations have been fully performed or when it is otherwise terminated according to its terms.

B. In the event of an inconsistency among terms, the order of priority is: (i) the NEXTGEN Agreement; (ii) NEXT GEN Contract Fonms I Fonm20 and (iii) the NI Service Order Attachment.

3. TERMS OF USE
A. All intellectual property and proprietary rights arising by virtue of AT&T's performance of the Services are and will remain the sole and exclusive property of AT&T, and neither ownership nor title to any such property will pass to Customer.

B. AT&T and its Ii censors own and will continue to own all rights, title, and interest in the Software and Third-Party Software.

Customer shall not delete or in any manner alter or obscure the copyright, trademark, and other proprietary rights notices of AT&T and its licensors, which appear on the Software and Third-Party Software as delivered to Customer. For the avoidance of doubt, the Software is licensed, not sold.

4. TERM AND TERMINATION
This NI Service Order Attachment shall continue to govern, through completion of performance (or earlier termination), the applicable Attachment in effect on this NI Service Order Attachment's termination date.

5. LICENSES
Equipment and software, if any, resold to Customer hereunder may have additional license terms and/or other requirements or restrictions imposed by the manufacturer, supplier or publisher. Customer is solely responsible for ensuring its adherence to any and all such license terms and other requirements or restrictions and is deemed to accept them upon receipt of the AT&T CPE or software, as applicable in connection with the use of the AT&T CPE by Customer. Services as defined in the Agreement shall not include any manufacturer's maintenance, whether or not AT&T facilitates such purchase or bills such services as agent for the third party.

6. AT&TCPE
A. Location of AT&T CPE. The AT&T CPE shall be delivered to and thereafter kept at the location specified in the SOW and shall not be removed without AT&T's prior written consent, such consent which shall not be unreasonably withheld.

AT&T shall have the right, upon reasonable prior notice to Customer and during normal business hours, to inspect the AT&T CPE at its location.

B. Return of AT&T CPE. Unless otherwise specified in the applicable SOW, AT&T will retrieve the AT&T CPE at the expiration or termination of this NI Service Order Attachment for additional charges. Customer shall restore the AT&T CPE to Return Condition, which means the AT&T CPE is in good repair, working order, with unblemished physical appearance and with no defects which affect the operation or performance of the AT&T CPE, normal wear and tear excepted C. Liens; Taxes. Customer shall not permit its rights or interest hereunder to become subject to any lien, charge, or encumbrance. Customer shall not permit the AT&T CPE to become or remain a fixture to any real estate or an accession to any personally not financed hereunder.

D. Casualty Loss. If the AT&T CPE, in whole or in part, is lost, stolen, damaged or destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), Customer shall promptly notify AT&T. Customer shall pay to AT&T, within thirty (30) days of the Event of Loss, an amount equals the cost for replacement AT&T CPE, including all costs reasonably associated with provisioning to the replacement AT&T CPE.

AT&T and Customer Proprietary and Confidential Page 3of14 Do not disclose or duplicate without written permission ..::::~
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EXHIBIT 1: STATEMENT OF WORK

1. Introduction
Contract Id: 27811842
This Statement of Work ("SOW") is attached to the NI Service Order Attachment and made a part thereof upon the latter of the dates signed by Customer and AT&T ("Effective Date"). The Parties to this SOW are AT&T and City of Irwindale ("Customer''). Services and/or Equipment not specifically provided for hereunder are outside the scope of this SOW and shall be charged separately.

2. Scope of Work
AT&T Cybersecurity Consulting is pleased to present its approach in meeting City of Irwindale request for review from an independent third party to assess their cybersecurity posture against the NIST CSF framework so that risk and compliance management is continually maintained and improved. The assessment will be used by City of Irwindale to understand the security status and where to focus improvement efforts, which are dependent on risks to the organization and organizational requirements. The findings and recommendations from the assessment will also be used to guide City of Irwindale in designing, planning, and implementing improvements to their security governance and processes.

See Appendix A: For Full Scope of Work

3. 3.1 Services Overview

3.2 Purchase Orders
Customer or its Affiliate may issue Purchase Orders to place a subsequent Order based on a quote provided by AT&T hereunder ("AT&T Quote"). The following language (with the appropriate purchasing entity and dates filled in) must be added in order for AT&T to accept the Customer's Purchase Order:
"This PO is issued by Customer pursuant to the AT&T Network Integration NI Pricing Schedule dated 110312023"

3.4 SOW and AT&T Services Term
This SOW shall commence upon the Effective Date and extend conterminously with NEXTGEN ("SOW Term"). The AT&T Services shall commence upon activation of the AT&T Services at the Site and continue through the conclusion of the SOW Term ("AT&T Services Term").

3.5 CALNET NEXTGEN Termination and Disconnect Terms
AT&T shall not charge to disconnect a CALN ET Service. Charges for Services shall cease on the Customer requested disconnect date. Notification of disconnect date will be provided to the AT&T at least five Business Days in advance of the disconnect date. ·
**Please refer to the Calnet NextGen Business Requirements in Section G.2.5.4 for full termination and disconnect procedures. https:l /cdt.ca.govlserviceslwp-contentluploads/sites/2/2020105/CALN ET-IFB-C4DNCS 19-Bus-Req-Group-1-BAF0-03052020-AGR.pdf

4. AT&T Responsibilities
AT&T will be responsible for executing the following activities.

3.1 AT&T Engagement Project Management. In support of the Services provided to Customer, AT&T will:
(a) Assign a designated AT&T Project Manager ("AT&T PM") to interface directly with the Customer Project Manager and serve as the primary interface to Customer organization. (b) Participate and provide status and project planning meetings as mutually agreed. (c) Develop, manage and track project schedules and all Change Control events. (d) Coordinate scheduling with Customer.
(a) Provide a DDoS Defense Welcome Kit
(b) Coordinate DDoS Services activation with Customer.

AT&T and Customer Proprietary and Confidential
Do not disclose or duplicate without written permission

Page 4 ends

Contract Id: 278!1642
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3.1 Service Hours
The Project Management and activation Services provided hereunder shall be performed Monday through Friday, 9:00 a.m. to 5:00 p.m., local time, excluding designated AT&T holidays ("Normal Business Hours"), unless otherwise noted herein.

AT&T Designated Holiday Date Observed
New Year's Day January 1
Memorial Day Last Monday in May
Independence Day July 4
Labor Day 1st Monday in September
Thanksgiving Day 4th Thursday in November
Day after Thanksgiving 4th Friday in November
Christmas Day December 25

5. Customer Responsibilities
To manage the activities outlined herein on time and within the pricing provided, Customer assigned roles and responsibilities must be fulfilled effectively. Customer will:
(a) Assign a Single Point of Contact ("SPOC") as the primary interface for the AT&T Project Manager to work with during the Project.
(b) Review and provide relevant comments (in the form of additional data requirements, preliminary conclusions, or recommended technical architecture) or Subject Matter Experts ("SME") resources from applicable information technology departments or business units to assist in completing the Deliverables in a timely manner. (c) Keep AT&T informed of any information or changes, which may affect AT&T's performance of Services or require a change request in the scope.
(d) Provide local Site Contact name, telephone number, address, and email for both a primary and backup Local Site Contact to facilitate local scheduling issues, AT&T CPE delivery confirmation, and other Site-specific details. This information is to be provided to the AT&T Project Manager for each Site. (e) Perform all Customer Site preparation activities including, but not limited to, power, core drilling, ventilation, proper environmental as per the manufacturer's specifications, and the installation of AT&T CPE racks. (f) Provide AT&T with login and password information to all equipment related to the Services provided hereunder, including both basic access and modification access
(g) Resume responsibility for the network infrastructure upon completion of the Services provided herein. {h} Be solely responsible for determining the configuration of and how and where to use the DDoS Defense Portal views and reporting features. The portal views and reporting features of the Services are intended to provide Customer with information that is helpful in optimizing and otherwise managing its network and the Service purchased from AT&T. (i) Be the owner and controller of any data collected via these portal views and reporting features CALNET NG ID - SNSCL T $ 250 160 $40,000.00 USO
Total 160 $40,000.00 USO
Additional Pricing Terms and Conditions
(a) Defined Scope. Pricing is based on the currently defined Scope of Work. Any additions or changes to this SOW will necessitate changes in pricing. Pricing herein assumes no project delays will occur that would require AT&T to stop work. AT&T will not be held financially responsible for project delays outside of its control. (b) Invoicing. AT&T will invoice Services monthly and will cover any one-time charges or expenses incurred during the previous calendar month. All Charges are billed in U.S. Dollars.

7. Engagement Assumptions
This SOW is based on the following assumptions. If any of these assumptions are found to be inaccurate or invalid, AT&T shall provide Customer with the changes to the scope, tasks, deliverables or terms and conditions of this SOW via the Change Control Process described in this SOW.
(a) Locations: All Services and work described in this SOW will be provided within the Contiguous United States (excludes Alaska and Hawaii).

AT&T and Customer Proprietary and Confidential Page 5of14 Do not disclose or duplicate without written permission Contract Id: 27811842
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(b) Customer takes full responsibility and liability for the accuracy of all information supplied to AT&T by Customer representatives and which AT&T relies upon in the performance of this Agreement. (c) AT&T will document and review specific requirements provided to the Customer and will require final approval by the Customer SPOC prior to starting any work under this SOW. (d) Customer will coordinate to attend project kick-off with the designated AT& T's SPOC, for meeting schedules and confirm al! required attendees are present as required. (e) During the engagement, AT&T may require ad-hoc access to Customer personnel who participated in the meetings. This ongoing access will allow resolution of any questions or issues as they arise. {f) Specific information for individual business units or other groups may be reviewed and additional charges will be applied via the Change Control Process for unique complex areas determined outside of the scope of this SOW. (g) Customer agrees to allow AT&T direct Internet access for inwband management and monitoring via lPSec encrypted tunnel over the Internet of firewall functionality. (h) Customer to allow AT&T to install Out-Of-Band (OOB) device for each AT&T CPE device. (i) Customer will need to install POTS line for each OOB device where required.

Q) AT&T owns and manages all equipment (Firewall security devices and OOB Modem).

AT&T and Customer Proprietary and Confidential Page 6of14 Do not disclose or duplicate without written permission Contract Id: 2783842
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APPENDIX A: Consulting Scope of Work
• Introduction
AT&T Cybersecurity Consulting is pleased to present its approach in meeting City of Irwindale request for review from an independent third party to assess their cybersecurity posture against the NIST CSF framework so that risk and compliance management is continually maintained and improved. The assessment will be used by City of Irwindale to understand the security status and where to focus improvement efforts, which are dependent on risks to the organization and organizational requirements. The findings and recommendations from the assessment will also be used to guide City of Irwindale in designing, planning, and implementing improvements to their security governance and processes. • Description of Work and Scope
• Description of Work
The required review and assessment includes the following general overall requirements:

Evaluate the security governance structure and program functions.

Evaluate the security posture in context with accepted information security and risk management standards.

Understand the existing information environment in terms of risk, risk appetite, and existing roles and responsibilities.

Assess the security maturity using a standard maturity model.

Ascertain additional functions and/or processes that should be included in an information security program.

Provide recommendations to assist City of Irwindale in the development of plans for improvement • Scope
The scope of the assessment is detailed in the table below:

Documentation Review
Interviews
Remediation Strategy and Roadmap

AT&T NETWORK INTEGRATION

SERVICES & EQUIPMENT
AGREEMENT Location(s)
AT&T Cybersecurity Consulting will review pertinent documentation as part of this phase. This documentation includes, but is not limited to:
• Security and IT Organizational Charts
• Strategic and tactical plans
• Current information security policies, standards, guidelines, and processes
• Operational Procedures (IT and business, as appropriate to security functions)
• Past audits and assessments
Interviews of City of Irwindale staff knowledgeable in relevant business processes, information security, technology management, and technical administration.
• U to 10 interview sessions - Remote
Roadmap for remediation of identified corrective actions or gaps identified durin the course of the assessment
AT&T Cybersecurity Consulting will perform the services at the following geographic locations:
• AT&T Facilities Remote
• AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT Objective and Methodology This section presents the AT&T Cybersecurity Consulting methodology to conducting a AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT.

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Figure 1: Assess_ment Workflow
Objective
AT&T Cybersecurity Consulting shall perform an assessment of the security management, focusing on the content of the program, the maturity of its processes, gaps against standards of good practice and regulatory requirements, and existing roles and responsibilities.

Methodology
This section presents AT&T Cybersecurity Consulting's approach to conducting the AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT. It includes project initiation, assessment approach, and any remediation followup. Each of these project phases is clearly defined below. At the conclusion of this project, City of Irwindale will be provided a AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT Report which will clearly identify any findings and recommendations to assist City of Irwindale in reaching their desired state.

Project Overview
In addition to the project initiation meeting, AT&T Cybersecurity Consulting will utilize the approach summarized below, to meet project objectives:

Preparation and Planning: Work with City of Irwindale to prepare and plan the kick-off meeting (see section D below), assessment activities, key stakeholders and project timing.

Information Gathering: Review documentation and inteiview City of Irwindale staff; collect evidence on process implementation.

Review and Analysis: Use information gathered to compare City of Irwindale posture to the standards of good practice, supplemented by City of Irwindale selected regulatory requirements.

Reporting: Develop prioritized recommendations to correct identified deficiencies, weaknesses, and gaps.

Preparation and Planning
AT&T Cybersecurity Consulting will work with City of Irwindale to:

Identify the knowledgeable subject matter experts for interviews and/or workshops Plan interviews and/or workshops
Information Gathering
During this engagement, AT&T Cybersecurity Consulting will collect all relevant information through documentation reviews and staff interviews with City of Irwindale staff. Staff interviews provide a forum to ensure that business drivers and key risk areas are fully considered during the assessment. This project will include AT&T Cybersecurity Consulting a combination of onsite and remote work. Onsite work is conducted early during the engagement during which time AT&T Cybersecurity Consulting focuses on information gathering to gain a better understanding of the City of Irwindale Information Security and Privacy Program management practices, Policies and Procedural implementation, and the environment including:

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Identification of the City of hwindale information security and privacy organizational structure and key stakeholders within this structure with roles and responsibilities affecting the City of Irwindale Information Security and Privacy Program Structure, Practices, Policies and Procedures
The Information risk environment
City of Irwindale efforts to perform effective risk analysis and risk management Governance, policy management, acceptable risk tolerance Steering committees and working groups
Information security and privacy planning activities, such as communication of policies to all employees in the organization Additional functional components of the security program and the key practices supporting the program components Existing and planned initiatives affecting information protection within the City of Irwindale environment, such as process initiatives (IT!L, quality management, process re-engineering, etc.), major technology implementations, organizational restructuring
Critical issues confronting City of Irwindale
AT&T Cybersecurity Consulting will evaluate the following security program elements as part of the AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT:

ID.AM 8.

ID.BE 10.

Identify ID.GV 12. Governance
ID.RA 14. Risk Assessment

15. ID.RM 16. Risk Management Strate

19. PR.AC 20. Access Control

21. PR.AT 22. Awareness and Trainin

23. PR.DS 24. Data Securit

18. Protect 25. PR.IP 26. Information Protection Processes and Procedures

27. PR.MA 28. Maintenance

29. PR.PT 30. Protective Technolo

33. DE.AE 34. Anomalies and Events

32. Detect 35. DE.CM 36. Securit Continuous Monitorin

37. DE.DP 38. Detection Processes

41. RS.RP 42. Response Planning

43. RS.CO 44. Communications

40. Respond 45. RS.AN 46. Anal sis

47. RS.Ml 48. Mi ration

49. RS.IM 50. Im rovements

53. RC.RP 54. Recovery Planning

55. RC.IM 56. Im rovements

57. RC.CO 58. Communications
AT&T Cybersecurity Consulting will derive most of the information necessary to assess the environment and supporting key practices through documentation reviews, such as policies, procedures, and plans related to information security, and interviews and subsequent discussions with knowledgeable staff responsible for various aspects of Information security.

These may include:

Executive Management
Key business unit leaders
Information Security Leadership (CISO) and staff
Privacy Leadership (CPO) and staff
Health Information Management
Steering Groups and Committees
CIO / IT Management I Administrators I Developers
Staff focused on Business Continuity and Disaster Recovery Support Functions (HR, Legal, Facilities)
others, as applicable
AT&T Cybersecurity Consulting will conduct all information gathering under this SOW in compliance with any reasonable processes or procedures communicated by City of Irwindale to AT&T Cybersecurity Consulting pertaining to the gathering of information, the collection of documents and the interviewing of City of Irwindale associates.

Review and Analysis
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During remote work activities, AT&T Cybersecurity Consulting professionals will analyze the information gleaned from information gathered during the previous step. The objective is to identify critical issues and the risk from the associated issue and develop prioritized recommendations for improvement. AT&T Cybersecurity Consulting will review and evaluate City of Irwindale security posture against the NIST CSF Framework.

Reporting
Using the results from the previous steps, AT&T Cybersecurity Consulting will identify gaps between the City of Irwindale posture against the framework and document the findings from the previous work efforts with the prioritized recommendations to improve City of ltwindale security posture and compliance with the requirements.

As part of this activity, AT&T Cybersecurity Consulting will ensure that our recommendations and supporting rationale are clearly understood, actionable, and appropriate for City of Irwindale environment. AT&T Cybersecurity Consulting will present any documentation detailing our findings and recommendations in a draft form to provide City of hwindale with an opportunity to review, comment, correct, and approve the format and content prior to finalizing the deliverable documentation. This iterative process helps to ensure that City of Irwindale can make informed, incremental decisions regarding specific courses of action throughout this review.

Maturity Ratings
In addition to providing a narrative summary of our findings related to program maturity, AT&T Cybersecurity Consulting will assign a relative maturity rating to each so that City of Irwindale can gain a better understanding of their overall posture.

The maturity assessment will be organized around the content of City of Irwindale Program to be assessed.

AT&T Cybersecurity Consulting uses ratings based on maturity models commonly used within industry (e.g., Carnegie Mellon University's Capability Maturity Model or the Program Review for Information Security Management Assistance (PRJSMA) maturity levels) and will customize the scorecard to align with City of Irwindale Program functions.

While this numerical scoring model is based on a subjective evaluation of a particular process or control and consequently subject to minor inconsistencies and inaccuracies, it does provide a useful gauge of process capability and can be used to focus actions and priorities, as well as benchmark the program going forward. • Remediation Strategy and Roadmap Development
AT&T Cybersecurity Consulting will establish a remediation strategy to address the prioritization and remediation planning for the high risks identified during this engagement The remediation strategy will also allow for proper budgeting for necessary information security initiatives and a defendable prioritization model for implementation of these initiatives. AT&T Cybersecurity Consulting will establish the remediation strategy through a collaborative effort with the technology, business, and administration staff at City of Irwindale. AT&T Cybersecurity Consulting is aware of the criticality of obtaining buy-in and collaboration from internal groups, especially groups impacted by the remediation strategy; we will be happy to assist with and facilitate the process of publicizing and disseminating the proposed Security Strategy among relevant stakeholders, answering questions, and gathering and incorporating feedback.

AT&T Cybersecurity Consulting will develop a roadmap for implementation of the proposed remediation strategy. This roadmap sets the priorities and general timeframes for implementation of various strategic initiatives, and can be used for budgeting and other planning purposes. The roadmap also serves to focus the organization's efforts to avoid random imp"l,?!llentation efforts, or imp!;"r;ientations that become stalled because of missing dependencies.

Development of the roadmap will require a planning exercise with the appropriate management from impacted groups, especially groups participating in implementation of initiatives included in the roadmap. During this facilitated exercise, AT&T Cybersecurity Consulting will assist the client's information security management team to present and discuss priorities for information security initiatives. It is important that the (impacted) implementation groups are included in the planning for the roadmap; failure to include these groups can cause a situation where too much is being asked with not enough resources being available. AT&T Cybersecurity Consulting can assist with determination of existing resources, both monetary and personnel, before or during the roadmap development.

Once the planning exercise has been completed, the timeframes and approximate budgets can be laid out. These activities will take close coordination between the various stakeholders to arrive at realistic and achievable timelines and budget inputs. Cooperation among the responsible parties will also help with achieving buy-in among the stakeholders. The draft roadmap will be created from the components decided during the planning exercise. This draft will then be circulated amongst all the stakeholders for review and approval. AT&T Cybersecurity Consulting can assist in these reviews and discussions with stakeholders. Once the final roadmap has been agreed upon, it can be published to the applicable parties.

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•
Final Report A final report covering the AT&T NETWORK INTEGRATION SERVICES & EQUIPMENT AGREEMENT. The report will contain the following sections:

Executive Summarv: A high-level description of the activities performed by AT&T Cybersecurity Consulting and a summary of the pertinent findings.

The executive summary is written in non-technical language to ensure a broad understanding of information security shortcomings, impacts and recommended actions, suitable for senior management consumption.

Approach: High level discussion of the objectives and a description of the tasks performed by AT&T Cybersecurity Consulting.

Findings: A comprehensive list of findings that encompass each of the assessment components including a detailed discussion that explains the vulnerabilities discovered by AT&T Cybersecurity Consulting and a set of recommendations to address each finding.

Appendices: Supporting documentation to substantiate and recreate the findin after the assessment.

Remediation Strategy and Roadmap A remediation strategy and roadmap for high risk findings identified from the various technical assessments outlined within this SOW. Typical elements of the roadmap may include:
• Risks
Program Area Discussion
• Technology implementations
• Process Implementations
• Organization changes
• Gross budget numbers
Short to Long Range Plans
• General Timing
• Priorities
AT&T Cybersecurity Consulting has identified the following potential risks in being able to complete this engagement as defined in the deliverables and completion criteria sections. If any of these risks are in danger of occurring, AT&T Cybersecurity Consulting shall invoke the Escalation Process. If any of these risks do occur, the parties agree to resolve the situation via the Change Order Process. Notwithstanding the foregoing, neither of the parties is bound to use the Change Order Process in the event of a material breach by the other party. • Uncooperative City of Irwindale personnel or other entities (e.g. they won't provide information, provide incorrect or incomplete information, won't allow our consultants on site, etc.). • Inability to travel due to government action (such as grounding of airlines). • Delays in accessing network devices, systems, locations, documentation and people who are vital during the information collection phase of this project.
• The receipt of inaccurate information regarding the network design and configuration as provided by the City of Irwindale or its third-party resources.
• Other than authorized Denial of Service (DoS) attacks, testing activities performed by AT&T Cybersecurity Consulting in connection with AT&T Cybersecurlty Consulting's services are not intended to interfere with or in any way disrupt any systems operations of City of Irwindale before, during or after the activities. Nevertheless, testing services may cause interruptions in network service. • Disclaimer of Warranties

THE CONSULTING SERVICES SHALL BE PERFORMED IN A WORKMANLIKE MANNER THAT WOULD MEET COMMERCIAL INDUSTRY STANDARDS IN THE FIELD TO WHICH THE WORK PERTAINS. AT&T MAKES NO

WARRANTY, EXPRESS OR IMPLIED, THAT ALL PRIVACY OR SECURITY THREATS AND VULNERABILITIES WILL

BE DETECTED OR THAT CUSTOMER'S NETWORK AND SYSTEMS ARE SAFE FROM MALICIOUS CODE,

INTRUSIONS OR OTHER SECURITY OR PRIVACY BREACHES, OR MEET APPLICABLE LEGALAND REGULATORY COMPLIANCE OBLIGATIONS. AT&T DOES NOT OFFER LEGAL OR REGULATORY ADVICE NOR WARRANT OR

REPRESENT THAT IT HAS OR WILL IDENTITY ALL APPLICABLE INDUSTRY, REGULATORY OR LEGAL OBLIGATIONS OF CUSTOMER. AT&T DOES NOT WARRANT OR REPRESENT THAT ITS REPORTS,

RECOMMENDATIONS OR ANALYSES WILL SATISFY APPLICABLE INDUSTRY, LEGAL OR REGULATORY

REQUIREMENTS, EXCEPT WHERE A FORMAL CERTIFICATION OF COMPLIANCE IS PROVIDED, WHICH SHALL

CONSTITUTE A REPRESENTATION BY AT&T THAT CUSTOMER HAS SATISFIED THE APPLICABLE STANDARD SUBJECT TO THE LIMITATIONS AND CONDITIONS OF SAID CERTIFICATION.

AT&T and Customer Proprietary and Confidential Page 11 of14 Do not disclose or duplicate without written permission Contract Id: 27811842
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• Assumptions
The assumptions below were used by AT&T Cybersecurity Consulting to scope this engagement based on information provided to it by City of Irwindale. If any of these assumptions prove to be invalid, the parties agree to resolve the situation via the Change Order Process. Notwithstanding the foregoing, neither of the parties is bound to use the Change Order Process in the event of a material breach by the other party. • AT&T Cybersecurity Consulting will have the flexibility to set its own work location and hours provided that they do not interfere with City of Irwindale business or operations. • AT&T Cybersecurity Consulting assumes that there will not be any special conditions or restrictions that would affect a productive workday.
• All work will be performed contiguously unless otherwise agreed. • Sufficient network infrastructure exists to support the deliverables of this engagement. This includes, but is not limited to: bandwidth, connectivity, management tools and utilities, and security. • City of liwinda!e personnel will be cooperative and forthcoming with information. • City of liwinda!e other vendors and their personnel will be cooperative and forthcoming with information. • AT&T Cybersecurity Consulting will have access to systems, hardware, computer rooms, wiring closets, etc. that are necessary to accomplish the deliverables of this engagement. • All items listed in the City of Irwindale Responsibilities section of the SOW are met, delivered, or provided (as appropriate) in a timely manner.
• Coordination, Planning, and Project Initiation Meeting AT&T Cybersecurity Consulting recognizes the value of communication and ongoing collaboration with our customers. As such, we include a project initiation meeting (kick-off meeting) with all of our engagements. During the meeting, AT&T Cybersecurity Consulting will address the following topics:
• Introduce key people at the City of Irwindale and AT&T Cybersecurity Consulting • Exchange contact information (for regular reporting and emergencies) • Review scope of services
• Review communication, notification, and issue escalation procedures • Discuss other specific City of Irwindale requests and rules of engagement (e.g., periods during which AT&T Cybersecurity Consulting should not perform testing)
• Discuss the involvement of the City of Irwindale technical staff in the project for the purpose of knowledge transfer and security
• AT&T Cybersecurity Consulting will discuss the deliverables required at completion of the project, the designated recipient, and the manner in which AT&T Cybersecurity Consulting will forward those deliverables For the duration of the engagement, AT&T Cybersecurity Consulting will conduct status meetings. The frequency of the status meetings will be determined at the kickoff meeting. AT&T Cybersecurity Consulting will conduct the status meetings in person during the period of onsite performance and via a conference call during periods of remote work. • Completion Criteria
This engagement will be deemed completed when the following items have been accomplished:
• All deliverables specified in this SOW have been submitted • The key deliverables and findings have been presented to City of Irwindale sponsors of this engagement • Client Responsibilities
City of hwindale agrees to provide timely access to all personnel, resources (including all necessary hardware, software, network access, adequate and secure workspace, and telephone access) and requested information that is deemed necessary by AT&T Cybersecurity Consulting to ensure that AT&T Cybersecurity Consulting can fulfill its commitments stated herein. When possible, AT&T Cybersecurity Consulting will make reasonable efforts to provide lead-time to City of Irwindale. Typically, this notification will occur at the weekly status meetings. However, it may be necessary from time to time to have a faster response level. In these cases, City of Irwindale agrees to respond within one (1) day.

City of Irwindale also specifically agrees to:
• Assign a Single Point of Contact (SPOC) to represent City of Irwindale. The SPOC will have decision-making authority for most matters that may arise and will seive as an escalation point for relevant security testing activities, per the rules of engagement and cease-and-desist procedures. This SPOC will also be the escalation point for critical vulnerabilities identified during the course of the engagement • Ensure that the SPOC be available to meet with AT&T Cybersecurity Consulting a minimum of once a week for the Status meeting
• The City of Irwindale SPOC will be responsible to facilitate the scheduling of interviews and information gathering sessions within the City of Irwindale organization unless other arrangements are agreed upon by the SPOCs AT&T and Customer Proprietary and Confidential Page 12of14 Do not disclose or duplicate without written permission Contract Id: 27811842
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• The City of Irwindale SPOC will be responsible to identify and coordinate with the appropriate individuals to review draft deliverables. These reviews must be within the agreed upon timeframe in order to maintain the engagement schedule
• Provide all information and materials identified throughout the Statement of Work on time. To the best of City of Irwindale ability, all information will be complete and accurate • Provide proper documentation for existing network
• Provide AT&T Cybersecurity Consulting with the necessary physical and/or system access required to complete the deliverables
• Provide all necessary network access (logins, passwords, etc.) to AT&T Cybersecurity Consulting at the start of the engagement
• Provide AT&T Cybersecurity Consulting with any relevant internal or external Service Level Agreements {SLAs) at the Kickoff meeting
• Provide appropriate personnel to assist in identifying users of systems and contact information • Provide timely access to staff and personnel to answer questions regarding business or network information • Make City of hwindale assets (network, application and users) available for testing at appropriate points in this engagement
• Make appropriate representatives available for the presentation of the final deliverable • Inform AT&T Cybersecurity Consulting of any developments in other projects that might impact this engagement • Notify AT&T Cybersecurity Consulting of and make available to AT&T Cybersecurity Consulting all relevant and previously developed information and documentation
• Provide AT&T Cybersecurity Consulting with all relevant documentation and information as it pertains to the business requirements and current network infrastructure at the Kickoff meeting If City of Irwindale fails to perform any of the responsibilities set forth herein, the parties agree to resolve the situation via the Change Order Process. Notwithstanding the foregoing, neither of the parties is bound to use the Change Order Process in the event of a material breach by the other party.
• Escalation Process
Both parties agree to use the following escalation process when a situation arises that either party feels could jeopardize the overall success of the engagement. Either party may initiate the escalation process, by contacting the named individual at the top of the table. If the initiating party feels that the situation: hasn't been adequately resolved; isn't being resolved quickly enough; or is of sufficient magnitude to cause significant damage to the overall relationship, they may proceed along the escalation path, as they deem appropriate. Initiation of this process is restricted to the individuals that are named in the escalation path for their party.

Escalations of a more tactical nature will be handled between the AT&T Cybersecurity Consulting Engagement Manager and the appropriate City of Irwindale SPOC serving as an escalation point. • Initiation of Work
This engagement is scheduled to begin on or before January 3, 2023. In order for work to begin, AT&T Cybersecurity Consulting will require receipt of the fully executed SOW and any documents (e.g., purchase order or master contract) required by City of Irwindale policy at least 2 weeks prior to the initiation of work. The Kickoff meeting will mark the official start of this engagement.

If for any reason both parties agree to start the engagement (i.e. conduct the Kickoff meeting) later than January 3, 2023, any reference in this SOW to a specific start or completion date of a deliverable or other event shall be extended one business day for each business day that the Kickoff meeting is delayed. • Expected Duration
Based on the information provided to AT&T Cybersecurity Consulting by City of Irwindale and on our professional experience, AT&T Cybersecurity Consulting estimates that the work will be completed in approximately four (4) week(s).

AT&T and Customer Proprietary and Confidential Page 13of14 Do not disclose or duplicate without written permission Contract Id: 27811842
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During the course of this engagement additional information will be learned about the engagement that may cause the time required to complete the engagement to differ. Changes to the Expected Duration will be addressed via the Change Order Process
AT&T and Customer Proprietary and Confidential Page 14of14 Do not disclose or duplicate without written permission AT&T81..@ness
AT&T Cybersecurity
Managed Vulnerability Program
Services
Service Description
(Statement of Work)
AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
SOW Number: 26A2-01-45AF
S ·~ AT&T Business ~
AT&T MA Reference No.

AT&T Cybersecurity Consulting Managed Vulnerability Scanning Agreement CUSTOMER Legal Name AT&T Legal Name "AT&T" AT&T Sales Contact Name ("Customer") D Primary Contact
City of Irwindale AT&T Corp. Richard Nadzam
CUSTOMER Address AT&T Corp. Address and Contact AT&T Sales Contact Information 5050 N. Irwindale 208 S. Akard Street 870 N. McCarthy Blvd.

Irwindale, CA 91706 Dallas, TX 75202 Milpitas, CA 95035 (408) 223-5196
[email protected]
CUSTOMER Contact CUSTOMER Billing Address
John Fraijo 5050 N. Irwindale
Police Captain Irwindale, CA 91706
(626) 430-2238
[email protected]
CONFIDENTIAL/PROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUTWRITIEN PERMISSION OF AT&T CORP. 1 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
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Table of Contents
Managed Vulnerability Scanning Services Agreement from AT&T Consulting ............................................................. 3 Vulnerability Scanning Service Description (SD) .............................................................................................................. 3 SD-1. General ....................................................................................................................................................... 3 SD-2. Methodology ............................................................................................................................................... 3 Establish Scope ....................................................................................................................................................... 3 Host Identification ..................................................................................................................................................... 3 Vulnerability Scanning .............................................................................................................................................. 3 Vulnerability Reporting ............................................................................................................................................. 4 SD-3. Deliverables ............................................................................................................................................... .4 SD-4. Service Specific Information ....................................................................................................................... 4 Web Application Shielding Service Description (SD) ........................................................................................................ 4 SD-5. General ....................................................................................................................................................... 4 SD-6. Methodology ............................................................................................................................................... 4 SD-7. Deliverables ................................................................................................................................................ 5 Penetration Testing Service Description (SD) ................................................................................................................... 5 SD-8. General ....................................................................................................................................................... 5 SD-9.

SD-10.

SD-11.

Deliverables ................................................................................................................................................ 6 Defined Terms and Important Information .................................................................................................. 6 DISCLAIMER: LIMITATION OF LIABILITY ................................................................................................. ? Pricing (P) ......................................................................................................................................................................... 8 P-1. Plans and Billing .............................................................................................................................................. 8 AT&T Managed Service powered by Digital Defense Frontline (MVP-DDI): ............................................................ 8 MVP-Qualys (Unlimited Scanning) ........................................................................................................................... 8 MVP-Qualys Mobility ................................................................................................................................................ 8 MVP-Qualys Patch Management ............................................................................................................................. 9 MVP-Qualys Web Application Scanning .................................................................................................................. 9 MVP-Qualys Security Assessment Questionnaire ................................................................................................... 9 MVP-Qualys SaaSDR .............................................................................................................................................. 9 MVP-Qualys Endpoint Detection and Response .................................................................................................... 10 MVP-Qualys CyberSecurity Asset Management .................................................................................................... 10 MVP-Qualys Policy Compliance ............................................................................................................................. 10 MVP-Qualys Cloud Security Monitoring ................................................................................................................. 10 MVP-Web Application Shielding - powered by RedShield ................................................................................... 11 External Penetration Testing .................................................................................................................................. 11 Internal Penetration Testing ................................................................................................................................... 11 Purchase Order lnformation: ........................................................................................................................................... 12 © 2022 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other AT&T marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies.

CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 2 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
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Managed Vulnerability Scanning Services Agreement from AT&T Consulting This document provides a service description of the Managed Vulnerability Program Service ("Service") from AT&T Consulting.

This Service Guide consists of the following parts:
• Service Description (SD)
• Pricing (P)
Vulnerability Scanning Service Description (SD)
SD-1. General
Vulnerability Testing seeks to determine the extent to which critical systems and sensitive information are vulnerable to compromise or attack. AT&T will provide managed vulnerability scanning of both the internal and external environments. This scanning will be conducted from an external perspective using a cloud-based Web portal to manage scans and track remediation workflow.

A virtual scan engine and/or host agents will be deployed within the client's environment to scan the internal hosts.

SD-2. Methodology
AT&T Cybersecurity Consulting will initiate both ad-hoc and scheduled automated scans and produce vulnerability scanning reporting as required by Customer and defined in the kick-off meeting. Information provided by Customer about the target environment will serve as an input for the automated scanning phase.

Establish the networks to
be evaluated
Establish Scope
Perform discovery scans
to identify live hosts
Execution of scans using
automated tools.

Analysis of hosts
discovered and report
generation
Figure 1: Vulnerability Scanning
Execution of remediation
valldation scans using
automated tools
Prior to starting the assessment, AT&T Cybersecurity Consulting conducts a project initiation meeting where AT&T Cybersecurity Consulting and Customer mutually establish the rules of engagement. These rules will establish the hours of testing, identify hosts specifically excluded from testing, and will generally guide the efforts to perform a thorough test while minimizing business disruptions.

Host Identification
The scan solution uses host and service identification activities to identify specific system and application information on targeted hosts and networks. The solution gathers information on features such as open ports, operating system types, software versions, available services, and the applications providing those services. The scanner then uses this information to obtain lists of known or emerging vulnerabilities so the foundation for further testing can be established.

Vulnerability Scanning
The objective of this phase ls to identify hosts, services, and vulnerabilities in the target environment using a suite of customized tools. The scanner performs vulnerability Identification after identifying all hosts, ports, and available services. The result of the vulnerability identification step is an enumeration of possible vulnerabilities obtained through a combination of the various scanning and analysis tools.

CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUTWRITIEN PERMISSION OF AT&T CORP. 3 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
Vulnerability Reporting
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During the Reporting phase, AT&T Cybersecurity Consulting will assist Customer to analyze the information gathered and document the findings in a format that is agreed upon during the kick off meeting.

SD-3. Deliverables
AT&T Consulting will provide the following deliverable(s) as a result of The Service. -------,~--~·----~·--------~-----~
Name of Deliverable
Vulnerability Findings
Report
Frequency Description of Deliverable ·-~--~·-... ·--·-·-------------- As Needed AT&T Cybersecurity Consulting will assist the client to produce a set of vulnerability findings in a report format that is agreed upon during the kickoff meeting. Reports can be delivered in PDF, CSV and XML format and will include vulnerability findings, risk ratings and remediation recommendations. ·~-----------~ SD-4. Service Specific Information
• The client will allow or white-list AT& T's scanning servers in any intrusion prevention system in order to allow the scans to be conducted without interference.

Web Application Shielding Service Description (SD)
SD-5. General
Web Application Shielding is a cloud-based managed service that help prevent exploitation of web application or API vulnerabilities and protects them against DDoS attacks. It does this by:
• Deploying a unique technology "shielding" applications by front-ending them as a hardened proxy compensating for patching, logic, and code flaw vulnerabilities.
• Wrapping this technology with a fully managed service that constantly scans for new vulnerabilities, deploys new shields as required and reports on shielding efficacy. This helps protect web applications against the exploitation of vulnerabilities, allowing time to patch or rewrite the application code or to work with the software vendor or Saas partner to correct the code.
• An additional benefit is that it may immediately improve your cybersecurity posture as reported by publicly available assessment services and tools.

SD-6. Methodology
Upon commencement of our service AT&T Consulting will conduct a kick-off meeting (phone conference, or in person) as described in the "Communications Section" to establish rules of engagement and share critical information. This meeting will cover how to engage AT&T Consulting to start and stop activities, and establish emergency contacts.

AT&T Consulting's approach is highly collaborative and will work closely with the client during the engagement to ensure compliance with project timeframes and target scope. At any point during the engagement, items discovered on client assets that are determined to be of significant risk will be communicated as quickly as possible to the Points of Contact in a manner agreed upon during the kick-off meeting.

Each party will designate a Single Point of Contact (SPOC) that has the authority to represent such party and has decisionmaking authority for most matters. All material communications should be conducted through the SPOCs. Such communications should either be in writing or summed up in writing. However, it is recognized that for the sake of efficiency, there may be direct CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITIEN PERMISSION OF AT&T CORP. 4 AT&T Consulting Service Description I Statement of Work .. ~ Managed Vulnerability Program Services ::=3 AT&T Business ~ communications between AT&T Consulting team members and various client employees. Any conversation that may have a material outcome on the success of the engagement will be documented and sent to the SPOCs.

Rather than requiring patches, or code fixes, AT&T Cybersecurity leverages a separate shielded path to web applications with an existing library of thousands of generic shields (Signature, Behavioral & DDoS) available to be deployed to securely protect the web applications. They can be particularly useful for 3rd party and legacy applications where there are no development teams available. Shields apply fixes specific to your web applications. These shields can be deployed in hours, and they can be left in place for as long as needed. Shields modify web application behavior without touching a single line of code, offering protecting from even the most sophisticated attack.
• Fix web app vulnerabilities without touching a line of code or affecting functionality • Infrastructure protected by an aggregate of the world's largest DDoS scrubbing centers, with over 12Tbps capacity • Globally distributed network, peering with over 1,500 ISPs and deployable to over 180 datacenters • Fully managed, 24/7/365 risk reduction service, proactively monitored and maintained • A full suite of protection, threat analysis, and ongoing audit functions • Ongoing visibility and reporting in a custom dashboard • Assurance of ISO 27001 Information Security Certified Processes SD-7. Deliverables
AT&T Consulting will provide the following deliverable(s) as a result of The Service.

Name of Deliverable Frequency Description of Deliverable f-----·······------+-----·. -~·------ - Web Application As Needed Web Application Shielding leverages a separate shielded path to your application Shielding plan and with an existing library of over 14,700 generic shields (Signature, Behavioral & Shields DDoS) available to be deployed to securely protect the application. - ---·····,.---~--~--------~~- Penetration Testing Service Description (SD)
SD-8. General
Vulnerability Testing determines the extent to which critical systems and sensitive information are vulnerable to compromise or attack. Penetration Testing seeks to exploit the vulnerabilities identified in order to gain access to critical systems, sensitive information, or a specified trophy. AT&T Consulting uses a combination of automated and detailed manual test steps to perform Penetration Testing. Information provided by the organization about the target environment will serve as an input for the automated scanning phase. AT&T Consulting will review the results of the automated test results for exploitable conditions in the environment. The team will then execute advanced, manual tests to identify and exploit additional, obscure vulnerabilities that the automated scans may have overlooked.

The following table describes the scope and activities included as part of a standard network-level penetration test engagement. --··· #of Live Discovery/Data Vulnerability Manual Manual Retesting IP's Collection Scan~i~JI Validation Penetration Testing of Results ·- < 32 Yes Yes As needed to confirm attack surface No more than 50% of live !Ps Optional ·-·--- <64 Yes Yes As needed to confirm attack surface No more than 50% of live !Ps Ootional < 128 Yes Yes As needed to confirm attack surface No more than 50% of live !Ps O~tional < 256 Yes Yes As needed to confirm attack surface No more than 25% of live IPs Optional .. < 512 Yes Yes As needed to confirm attack surface No more than 25% of live lPs Optional ··-·- . . < 1024 Yes Yes As needed to confirm attack surface No more than 25%1 of live IPs O]J!Lqnal_ The Service has the following characteristics:

CONFIDENTIAL/PROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITIEN PERMISSION OF AT&T CORP. 5 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
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• The Service is delivered at a distance, remote from customer location, directly across the Internet or via an AT&T provided device that the Customer will install on their network that will allow remote connectivity to AT&T staff. • The Service is limited to data collection, host, and service level testing. The Service excludes other testing such as authenticated testing of web applications, databases, device configuration reviews, wireless testing, and social engineering attempts. • The Term of each service is limited to a single assessment event. All testing must be conducted as part of a single, continuous engagement.
• Retesting of Results is limited to a single validation event. All validation testing must be conducted as part of a single, continuous engagement within 60 days of delivery of the original Technical Findings Report provided by AT&T Consulting as part of the engagement.

SD-9. Deliverables
AT&T Consulting will provide the following deliverable(s) as a result of The Service.

Name of Deliverable Description of Deliverable
Technical Assessment Report For each engagement, a final report covering the in-scope activities will be provided. The report will contain the following sections:

Retest Addendum
Executive Summary: A high-level description of the activities performed by AT&T Consulting and a summary of the pertinent findings. The executive summary is written in nontechnical language to ensure a broad understanding of information security shortcomings, impacts and recommended actions, suitable for senior management consumption.

Approach: High level discussion of the objectives and a description of the tasks performed by AT&T Consulting.

Summary Findings: A synopsis of the findings in the assessment targeting on central themes.

Detailed Findings: A comprehensive list of findings that encompass each of the assessment components including a detailed discussion that explains the vulnerabilities discovered by AT&T Consulting and a set of recommendations to address each finding.

Appendices: Supporting documentation to substantiate and help recreate the finding after the assessment.

If a retesting event is included in the engagement, an addendum to the Technical Assessment Report will be issued detailing the state of issues identified in the original assessment report after remediation attempts. The focus of the retest is to validate that remediation actions taken by the Customer are effective at resolving the issues identified in the original report. In the event that any new issues are discovered during this validation process, they will be documented in the report addendum as well. ----------------~-~ SD-10. Defined Terms and Important Information
Section Effective Date: January 30, 2019
• AT&T reserves the right to (i) modify or discontinue the Service in whole or in part and/or (ii) terminate the Service at any time without cause. In the event such modification or discontinuation is material and adverse to the provision of the services, Supplier will refund a pro-rated amount of the applicable changes to the Customer in the applicable year. • AT&T reserves the right to conduct work at a remote location or use, in AT&T's sole discretion, employees, contractors or suppliers located outside the United States to perform work in connection with or in support of the Service. • All engagements are scheduled and coordinated with the Customer once all required paperwork is completed.

CONFIOENTIALIPROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 6 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services AT&T Business
• As part of the AT&T Consulting Professional Seivices provided under the Professional Services Agreement, Customer has requested that AT&T provide intrusive network vulnerability assessment and/or controlled penetration services (the "Penetration Tests") described in this Addendum.
• The parties agree and understand that Penetration Tests can potentially damage data and devices tested and that in some situations the Customer may request that AT&T intentionally try to damage the Customer's data or devices during Penetration Tests.
• The parties further agree that: (i) Customer's signature on page 12 constitutes Customer's consent to AT&T performing the Penetration Tests.
• The Penetration Tests will be limited to the areas to be assessed as specified in the scope identified. • Penetration Tests will be performed during the Testing Dates that are agreed upon during the start of the engagement • Penetration Tests will be performed during the time windows mutually agreed upon by the parties as specified during the start of the engagement.
• Customer will provide in-scope IP address ranges in writing prior to the beginning of the engagement • Customer warrants that they have the authority to authorize the testing of the in-scope IP addresses and will take actions to coordinate any testing with any third-party organizations that may be administering or monitoring the in scope IP addresses.

SD-11. DISCLAIMER: LIMITATION OF LIABILITY
A. WHILE IMPLEMENTING THE RECOMMENDATIONS DELIVERED AT THE COMPLETION OF AN ENGAGEMENT

MAY INHIBIT INTRUSION OF CUSTOMER'S NETWORK BY THIRD PARTIES, AT&T DOES NOT GUARANTEE THAT THE SERVICE WILL BE EFFECTIVE AGAINST INTRUSION OF CUSTOMER'S NETWORK.

B. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN THE CONSULTING PROFESSIONAL

SERVICES AGREEMENT, UNDER NO CIRCUMSTANCES WILL AT&T BE HELD LIABLE FOR DAMAGES OR

COSTS THAT MAY BE CAUSED BY THE SERVICE, NETWORK INTRUSION BY ANY THIRD PARTY, FOR ANY

INTERRUPTIONS IN NETWORK SERVICE THAT MAY OCCUR, OR FOR ANY DAMAGE TO CUSTOMER DATA OR DEVICES THAT MAY RESULT FROM THE SERVICE.

CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITIEN PERMISSION OF AT&T CORP. 7 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
Pricing (P)
P-1. Plans and Billing
AT&T Managed Service powered by Digital Defense Frontline (MVP-DOI):
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Description: Unlimited Vulnerability I CIS Compliance Scanning, Unlimited Active Scan Engines, Unlimited Windows Host Agents.
~Service Component' Annual Price r----·--··-
D Up to 25 assets' $338.00 ----"
D Up to 50 assets'_ $675.00
D Up to 100 assets' $1,350.00 ·---- D Up to 185 assets $2,500.00 ~----- D Up to 250 assets $3,375.00
o ----ITp.to 500 assets $6,750.00
. --~
D Up to750 assets $9,900.00
D _ __[Jp to 1,000 assets $13,000.00 ~·
D Up to 5,000 assets $50,000.00-
MVP-Qualys (Unlimited Scanning)
Description: Unlimited Vulnerability I CIS Compliance Scanning, Continuous Monitoring, Threat Protection, Unlimited Passive I Active Scan Engines, Unlimited Host Agents, Unlimited ASV Scans. ~-------
_Sll_rvice~_Oll1jlonent' Annual Price ~-
D Up to 25 assets' $500.00
ISi Up to 50 assets' $1,000.00 ~- ------- ··----
__Q__ Up to 125 assets $2,500.00
~
ISi Up to 250 assets $5,000.00
D Up to 500 assets $10,000.00 ~ --·--.. ·-·-
D Up to 750 assets $14,250.00
D Up to 1,000 assets $18,000.00
__Q__ Up to 5,000 assets $80,000.00 -·-··· . - --
MVP-Qualys Mobility
Description: Securely, monitor, and manage mobile devices (iOS, Android and ChromeOS) across your enterprise. (This is an optional add-on to MVP-Qualys)
----- ----~
~-
Service Component' Annual Price
D Up to 25 assets' $500.00
D Up to 50 assets' $1,000.00
D IJ_p to 125 assets $2,500.00_
D Up to 250 assets $5,000.00
~
D Up to 500 assets $1_0,000.00 c·-
D Up to 750 assets $14,250.00
D Up to 1,000 assets $18,000.00
D Up to 5,000 _assets $80,000.00
*NOTE: Quantities marked with(*} are below minimum deal size of $2,500 and are included so that se!!ers can stack them with other quantities. (e.g. 100 + 250 = 350 assets) CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 8 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
MVP-Qualys Patch Management
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Description: Patch Management-Leverages the host agents to provide patching on Windows and Linux assets. (This is an optional add-on to MVP-Qualys)
"··-- s ervice Com~onen!~ ...

D
D
D
D
gJ_-
{it
gJ
Up to 25 assets• -~-·--·--
Up to 50 assets•
Up to 125 assets•
Up to 250 assets ---- Up to 500 assets
Up to 750 assets
Up to 1,000 assets
Up to 5,000 assets ..

Annual Price
$400.00
$800.00
$2,000.0~-
$4,000.00
$7,750.00
-·------
$11,250.00
$15,000.00
$70,000.00 --~-·
MVP-Qualys Web Application Scanning
Description: Provides in-depth scanning for complex Web applications. (This is an optional add-on to MVP-Qualys) ---- -··· ---·-.. --···-·-
Service Comoonent• Annual Price ----·- ... ·-----·-.- -~--··--,..--""" D Uo to 1 Web Application• $350.00 -··---·· ··-
D Uo to 2 Web Apolication• $700.00
D Up to 3 Web Apfllicali<in_'_ _ $1,050.00
,_g_ _ Up to 4 Web Application• $1,40Q,QQ_
D Up to 5 Web Applic~ticJn' $1,750.00
D Up to 10 Web Application_ $3,500.00
MVP-Qualys Security Assessment Questionnaire
Description: Collect risk and compliance data from internal users, systems administrators, and third-party vendors. (This is an optional add-on to MVP-Qualys)
MVP-Qualys SaaSDR
c.--+~=~===~,_,_,A~nn~ual Price
D 1----=-=-'="-=~-'---"$9=,9~5.00
D $10,620j)Q_
D $11,18Q_OO_
D $11,620.0Q_
$13,870.00
C .:CC.l---""'-=-".,.,_.="-'-_...$=19,995,00
$30,620.00.

Description: Visibility into Saas environments with automated threat remediation. (This is an optional add-on to MVP-Qualys) ------ Service ComEonent' Annual Price
~
D Up to 25 users, per app• $450.00
J=l. Up to 50 users, per app• $900.00
D Up to 125 users, per app• $2,250.00
SJ_ ---- Up to 250 users, per app $4,5000QQ_
D Up to 500 users, per app ~9,000.00
D Up to 750 users, per app $13,~oo.09_
D Up to 1,000 users, per app $18,000.00
L..g Up to 5,000 users, per app $90,000,QQ_
*NOTE: Quantities marked with(*) are below mlnimum deal size of $2,500 and are included so that sellers can stack them with other quantities. (e.g. 100 + 250 = 350 assets) CONFIDENTIAL/PROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 9 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
MVP-Qualys Endpoint Detection and Response
.. ~
~ AT&T Business
Description: Detect and respond to endpoint attacks with visibility of attack chain. (This is an optional add-on to MVP-Qualys) --~····~~-~ Service Component' Annual Price ···-··----~
D Up to 25 agents' $1,085.00
D Up to 50 agents' $2,165.00
D Up to 125 agents $5,410.00 ~- -~-···-~·-·-
D Up to 250 agents $10,820.00
D Up to 500 agents $21,650.00 1--·-- D Up to 750 agents $32,450.00 ··-···-- D Up to 1,000 agents $43,270.00
D Up to 5,000 agents $216,350.00 ~--'"''
MVP-Qualys CyberSecurity Asset Management
Description: Continuously inventorying IT assets, software, detect security gaps, and mitigate risks. (This is an optional addon to MVP-Qualys) ·-
•····· --~ervice Component* Annual Price
D Up to 25 assets' $1,023.75
D Up to 50 assets' $1,895.50
D Up to 125 assets $3,470.00 .

D Up to 250 assets $5,482.50
D Up to 500 assets $8,660.00- -·-
D Up to 750 assets $11,325.00
D Up to 1,000 assets $13,680.00
D Up to 5,000 assets $39,600.00
MVP-Qualys Policy Compliance
Description: This is an optional add-on to the vulnerability scanning component above and leverages the host agents and scan engine to provide compliance scans against industry benchmarks like HIPAA, PCl, other security frameworks and compliance mandates. ····-· Service Component I Annual Price ----
D ..... Up to 25 users' $625.00
·---
D Uo to 50 users' 1,250.00
D Up to 75 users $3, 125.00 .

D Up to 100 users $6,250.00
D Uo to 200 users . $12,500.00
D Uo to 500 users $18,750.00
D Up to 1,000 users $25,000.00
MVP-Qualys Cloud Security Monitoring
Description: Continuously monitor and assess your public cloud accounts and associated resources. (This is an optional addon to MVP-Qualys) Service Component' Annual Price
D Up to 1 connector' $1,895.00
D Up to 2 connectors $3,790.00
D Up to 3 connectors $5,685.00
*NOTE: Quantities marked with(*) are below minimum deal size of $2,500 and are included so that sellers can stack them with other quantities. (e.g. 100 + 250 = 350 assets) CONFIDENTIAL/PROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 10 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
MVP-Web Application Shielding - powered by RedShield
.. ~ § AT&T Business
Description: Transforms interactions with web applications mitigating weaknesses without modifying the web application code itself.

Annual Price
D $21,600.00 _
D $43,200.00 _
D $64_,!lQQ,_Q()___
D _ $86,400.0Q_
D _Up to 5 web applications ____ 1108,000.00
External Penetration Testing
Description: Penetration testing seeks to exploit the vulnerabilities identified in order to gain access to critical systems, sensitive information, or a specified trophy. This assessment will be conducted from an external perspective.

Internal Penetration Testing
L
L
L
Service Component
Less than 32 live assets
Less than 64 live assets
ess than 128 live assets
ess than 256 live assets
ess than 512 live assets
Le ss than 1,024 live assets
-----·--- Retesting
Initial Test of Results
IZI $4,500.00 D $2,000.00 -~-·-
D $6,500.00 D $2,5(JQ,OO _
D $8,500.00 D $3,000.00 ---- -··--
D $11,500.00 D $4,000.00
D $15,500.00 D $5,000.00
D $19,500.00 D $6,000.00
Description: Penetration testing seeks to exploit the vulnerabilities identified in order to gain access to critical systems, sensitive information, or a specified trophy. This assessment will be conducted from an internal perspective. -·--·~·- ----~ ---- Retesting
--
Service Component Initial Test of Results
Less than 32 live assets D $5,500.00 D $2,000.00
Less than 64 live assets D $7,500:00 D $2,500.00
Less than 128 live assets D $9,500.00 - D $3,000.00
Less than 256 live assets D $12,500.00 D $4,000.00
Less than 512 live assets D $16,500.00 D $5,000.00 -·
Less than 1,024 live assets D $20,SOO.OO D $6,000.00 ---~~···- Web Application Penetration Testing
Description: Web Application Penetration testing seeks to exploit the vulnerabilities within in-scope web application in order to gain access sensitive data, locate common web application vulnerabilities or gain access to the underlying operating system supporting the web application. This assessment can be conducted from an internal or external perspective using authenticated testing. -- Retesting
Service C_<>!11ponent Initial Test of Results
5 pages, 20 inputs/page, 1 Role D $4,500.00 D $2,000.00 10 pages, 30 inputs/page, 2 Roles D $6,750.00 D $2,500.00 20 pages, 40 inputs/page, 3 Roles D $9,500.00 D $3,000.00 *NOTE: Quantities marked with (~) are below minimum deal size of $2,500 and are included so that sellers can stack them with other quantities. (e.g. 100 + 250 = 350 assets) CONFIDENTIAL/PROPRIETARY DOCUMENT, NOTTO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP. 11 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
t~ tJJ AT&T Business

INVOICING FOR MANAGED SCANNING SERVICES TASKS WILL BE DONE ON A QUARTERLY BASIS AFTER COMMENCEMENT OF THE PROJECT. INVOICING FOR PENETRATION TESTING WILL BE DONE AFTER THE COMMENCEMENT OF THE PROJECT. ANY DISCOUNTS OFFERED BY AT&T TO CUSTOMER DURING A PRIOR TERM

WILL NOT APPLY DURING ANY NEW OR RENEWAL TERM UNLESS SPECIFICALLY AGREED TO IN WRITING BY THE

PARTIES
Purchase Order Information:

D A purchase order has been approved and a copy is attached to this document. lZI My company does not issue purchase orders for the services ordered. In order to ensure correct and timely invoicing, I have provided a reference number and billing information to be identified on the invoice.

Client Name City of Irwindale
Engagement Number 26A2-01-45AF
$Amount $10,500.00
Brief Description of Services Scanning & Pen Test Services Payment Terms As stated in MA, PSA or PSC (net 30 days standard) Billing Contact Name John Fraijo
Billing Address 5050 N. Irwindale, Irwindale, CA 91706
Billing Contact Phone (626) 430-2238
Billing Contact Email [email protected]
Contact Name Same as Above
Address
Contact Phone
Contact Email
AGREED-CUSTOMER: AGREED-AT&T:

By: _____________ _
(Authorized Agent or Representative)
(Typed or Printed Name) (Typed or Printed Name)
(Title) (Title)
(Date) (Date)

CONFIDENTIAL/PROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITTEN PERMISSION OF AT&T CORP.
12 AT&T Consulting Service Description I Statement of Work Managed Vulnerability Program Services
.. ~ y AT&T Business

CONFIDENTIAUPROPRIETARY DOCUMENT, NOT TO BE DISTRIBUTED OR REPRODUCED WITHOUT WRITIEN PERMISSION OF AT&T CORP.
13 AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF IRWINDALE AND

AT&T CORPORATION
This AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 11th day of January, 2023 by and between the CITY OF IRWINDALE, a California Charter City and municipal corporation ("City") and AT&T Corporation, a Delaware corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 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 the Agreement.

1.4 Special Reguirements. 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.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Ten Thousand and Five Hundred Dollars ($10,500.00) ("Contract Sum").

2.2 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 detail charges for all necessary and actual expenses by the following categories: labor (by sub01005.0001/849451.1 1 category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor 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, 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 the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 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 cost 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 but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE
3 .I 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 thirty (30) 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 goverrunental 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 01005.0001/849451.1 -2-
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 one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").

4. COORDINATION OF WORK

4.1 Representative of Consultant. Meredith Lay, Engagement Manager, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith.

All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. 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, and shall keep City informed of any changes.

4.2 Contract Officer. Julian Miranda, City Manager, or such person as may be designated by the City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer").

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

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. Consultant shall perform all services required herein as an independent contractor of City 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, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
01005.0001/849451.1 -3-
(a) Commercial General Liability Insurance (Occurrence Form CGOOO 1 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. ( e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B".
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01005.0001/849451.1 -4-
or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5 .1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances.

5.3 Indemnification. To the full extent pennitted 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, 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, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indenmity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

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 and shall keep such records for a period of three years following completion of the services hereunder. 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.

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 or as the Contract Officer shall require.
01005.0001/849451.l -5-

6.3 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 the City without prior written authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order or subpoena.
( c) If Consultant provides any information or work product in violation of this Agreement, then the 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 the City should Consultant be served with any sununons, 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 thereunder. The 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 the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the 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 the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

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.

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. 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. 01005.0001/849451.1 -6-
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, 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. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.
7 .3 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 Govermnent Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

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.

7.4 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. 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, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". 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.

7.5 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 01005.0001/849451.l -7-
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.

8. MISCELLANEOUS

8.1 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 ensure 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

8.2 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.

8.3 Notice. 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 oflrwindale, 5050 N Irwindale Ave, Irwindale, CA 91706 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. 8 .4 Integration; Amendment. 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

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

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in 01005.0001/849451.l -8-
writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 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 any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment.

8.8 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.

8.9 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.

8.10 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 ---

8.11 Corporate 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) the 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 the following page.]
0 l 005.0001/849451.1 -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Laura Nieto, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:

CITY OF IRWINDALE, a municipal corporation
Julian Miiifuda, City Manager
CONSULTANT:

By: _____________ _
Name:

Title:

By: _____________ _
Name:

Title:

Address: ___________ _
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, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 0 l 005.0001/849451.1 -10-

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORA TE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)

D GUARDIAN/CONSERVATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SJGNER(S) OTHER THAN NAMED ABOVE 01005.0001/849451.1

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattaclnnent of this fonn

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)

D GUARDIAN/CONSERVATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01005.0001/849451.1
EXHIBIT "A"

SCOPE OF SERVICES
Consultant will provide Managed Vulnerability Scanning Services ("Services") identified in the Statement of Work ("SOW") attached hereto as Exhibit A.

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.
01005.0001/849451.l A-1
01005.0001/849451.1
EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
B-1
EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include:

A. Line items for all 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.

II. The total compensation for the Services shall not exceed $10,500.00, as provided in Section 2.1 of this Agreement.

III. Consultant's billing rates for all personnel as set forth in the SOW as Exhibit A are incorporated by reference.

C-1
01005.0001/849451.1
D-1
01005.0001/849451.1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF IRWINDALE AND

AT&T CORPORATION
This AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this I Ith day of January, 2023 by and between the CITY OF IRWINDALE, a California Charter City and municipal corporation ("City") and AT&T Corporation, a Delaware corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT
I. I Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of forty thousand Dollars ($40,000.00) ("Contract Sum").

2.2 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 detail charges for all necessary and actual expenses by the following categories: labor (by sub01005.0001/849449.1 I category), travel, materials, equipment, supplies, aud subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultaut shall not invoice City for auy duplicate services performed by more thau one person.

City shall independently review each invoice submitted by the Consultaut to determine whether the work performed aud expenses incurred are in compliauce with the provisions of this Agreement. Except as to auy charges for work performed or expenses incurred by Consultaut which are disputed by City, City will use its best efforts to cause Consultaut to be paid within forty five (45) days of receipt of Consultaut's correct aud undisputed invoice; however, Consultant acknowledges aud agrees that due to City warraut run procedures, the City cannot guarautee 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 aud resubmission. Review and payment by the City of any invoice provided by the Consultaut shall not constitute a waiver of auy rights or remedies provided herein or any applicable law.

2.3 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 Consultaut, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultaut. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousaud Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for au increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE
3 .1 Time of Essence. Time is of the essence m the performauce of this Agreement.
3 .2 Schedule of Performauce. Consultaut shall commence the services pursuaut to this Agreement upon receipt of a written notice to proceed aud shall perform all services within the time period(s) established in the "Schedule of Performauce" attached hereto as Exhibit "D" aud incorporated herein by this reference. When requested by the Consultant, extensions to the time period( s) specified in the Schedule of Performauce may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performauce for performance of the services rendered pursuaut to this Agreement shall be extended because of auy delays due to unforeseeable causes beyond the control aud without the fault or negligence of the Consultaut, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarautine restrictions, riots, strikes, freight embargoes, wars, litigation, aud/or acts of auy governmental agency, including the City, if the Consultaut 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 aud the extent of delay, aud extend the time for performing the services for the 01005.0001/849449.1 -2-
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 one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").

4. COORDINATION OF WORK

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the marmer, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any marmer represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION
5 .1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
01005.0001/849449.1 -3-
(a) Commercial General Liability Insurance (Occurrence Form CGOOOl or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
( d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall armually and upon request of the City submit written evidence of this continuous coverage. ( e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B''.
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
5 .2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01005.0001/849449 .1 -4-
or cancelled by the insnrer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insnrance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insnrance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insnrance, additional insnred endorsement forms or appropriate insnrance binders evidencing the above insnrance coverages and said Certificates of Insnrance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insnrance policies at any time. Any failnre to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insnrance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances.

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, 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 failnre to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

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 disbnrsements 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 and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times dnring normal business honrs of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.3 Confidentiality and Release ofinformation.
(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 the City without prior written authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order or subpoena.
(c) If Consultant provides any information or work product in violation of this Agreement, then the 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 the City should Consultant 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 thereunder. The 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 the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

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. 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. 01005.0001/849449 .I -6-
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, 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. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

7.3 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 any legal action under this Agreement.

7.4 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. 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, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". 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.

7.5 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 01005.0001/849449. l -7-
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.

8. MISCELLANEOUS
8 .1 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 ensure 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

8.3 Notice. 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 Irwindale, 5050 N Irwindale Ave, Irwindale, CA 91706 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

8.4 Integration; Amendment. 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

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

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in 01005.0001/849449.1 -8-
writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.9 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.

Consultant's Authorized Initials ---

8.11 Corporate 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) the 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 the following page.]
01005.0001/849449 .I -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Laura Nieto, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:

CITY OF IR WIND ALE, a municipal corporation
Julia«'MiTillld;,City Manager
CONSULTANT:

By: ______________ _
Name:

Title:

By: ______________ _
Name:

Title:

Address: ------------
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, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY. 01005.0001/849449 .I -10-

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)

D GUARDIAN/CONSERVATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01005.0001/849449. I

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the ideutity of the individual wbo signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared , proved to tne on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)
D GUARD!AN/CONSERV ATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01005.0001/849449.I
EXHIBIT "A"

SCOPE OF SERVICES
Consultant will provide AT&T Network Integration Services ("Services") identified in the Statement of Work ("SOW") attached hereto as Exhibit A.

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
B-1
EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include:

A. Line items for all 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.

II. The total compensation for the Services shall not exceed $ 40,000.00, as provided in Section 2.1 of this Agreement.

III. Consultant's billing rates for all personnel as set forth in the Scope of Work as Exhibit A are incorporated by reference.

C-1
01005.0001/849449 .1
EXIITBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following schedule:

Days to Perform Deadline Date
A. TaskA
B. TaskB
C. TaskC
II. Consultant shall deliver the following tangible work products to the City by the following dates.

B.
c.

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

D-1
01005.0001/849449.1
State Homeland Security Program
Subrecipient Agreement
Grant Year 2020
Between the
County of Los Angeles
and the
City of Irwindale

SUBRECIPIENT AGREEMENT

BETWEEN THE

COUNTY OF LOS ANGELES

AND THE

CITY OF IRWINDALE
THIS AGREEMENT ("Agreement") is made and entered into by and between the County of Los Angeles, a political subdivision of the State of California (the "County of Los Angeles"), and the City of Irwindale, a public agency (the "Subrecipient").

WHEREAS, the U.S. Department of Homeland Security Title 2 Code of Federal Regulations (CFR) through the Office of Grants and Training (G&T), has provided financial assistance for the State Homeland Security Program (SHSP), Assistance Listings Number (formerly Catalog of Federal Domestic Assistance Number) 97.067 - Homeland Security Grant Program directly to the California Governor's Office of Emergency Services (Cal OES) for the 2020 SHSP, Federal Award Identification No. 037-00000 Federal Award dated October 23, 2020 with a performance period of September 1, 2020 to May 31, 2023. This Federal Award is not a R&D award; and WHEREAS, the Cal OES provides said funds to the County of Los Angeles (DUNS #052238763) as its Subgrantee, and the Chief Executive Office (CEO) is responsible for managing and overseeing the SHSP funds that are distributed to other specified jurisdictions within Los Angeles County; and
WHEREAS, this financial assistance is being provided to the Subrecipient in order to address the unique equipment, training, organization, exercise and planning needs of the Subrecipient, and to assist the Subrecipient in building effective prevention and protection capabilities to prevent, respond to, and recover from threats or acts of terrorism; and
WHEREAS, the County of Los Angeles as Subgrantee has obtained approval of the 2020 SHSP grant from Cal OES in the total amount of $10,593,612.00; and WHEREAS, the CEO now wishes to distribute 2020 SHSP grant funds to the Subrecipient in the amount of $67,518.00, as further detailed in this Agreement; and WHEREAS, the CEO is authorized to enter into subrecipient agreements with cities providing for re-allocation and use of these funds; and to execute all future amendments, modifications, extensions, and augmentations relative to the subrecipient agreements, as necessary; and
WHEREAS, the County of Los Angeles and Subrecipient are desirous of executing this Agreement, and the County of Los Angeles Board of Supervisors on July 20, 2021 authorized the CEO to prepare and execute this Agreement.

Page 1 ends

NOW, THEREFORE, the County of Los Angeles and Subrecipient agree as follows:

SECTION I

INTRODUCTION
§ 101. Parties to this Agreement
The parties to this Agreement are:

A. County of Los Angeles, a political subdivision of the State of California, having its principal office at Kenneth Hahn Hall of Administration, 500 West Temple Street, Los Angeles, CA 90012; and
B. City of __________ , a public agency, having its principal office at § 102. Representatives of the Parties and Service of Notices A. The representatives of the respective parties who are authorized to administer this Agreement and to whom formal notices, demands and communications must be given are as follows:

1. The representative of the County of Los Angeles is, unless otherwise stated in this Agreement:

Craig Hirakawa, HSGP Grants Director
Chief Executive Office, LAC
500 West Temple Street, Room B-79-2
Los Angeles, CA 90012
Phone: (213) 974-1127
Fax: (213) 687-3765
chirakawa@ceo. lacounty.gov
Melissa Tarver
Chief Executive Office, LAC
500 West Temple Street, Room B-79-2
Los Angeles, CA 90012
Phone: (213) 974-3338
Fax: (213) 687-3765
[email protected]

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2. The representative of Subrecipient is:

Name and Title:

Organizational DUNS
Number
Address:

City/State/Zip:

Phone:

FAX:

Email:

With a copy to:

Name and Title:

Address:

City/State/Zip:

Phone:

FAX:

Email:

B. Formal notices, demands and communications to be given hereunder by either party must be made in writing and may be effected by personal delivery, regular U.S. Postal mail service and/or e-mail. In the event of personal delivery or email, the message will be deemed communicated upon receipt by the County of Los Angeles. In the event of mail service, the message will be deemed communicated as of the date of mailing.

C. If the name and/or title of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice must be given, in accord with this section, within five (5) business days of said change.

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§103. Independent Party
Subrecipient is acting hereunder as an independent party, and not as an agent or employee of the County of Los Angeles. An employee of Subrecipient is not, and will not be deemed, an employee of the County of Los Angeles by virtue of this Agreement, and Subrecipient must so inform each employee organization and each employee who is hired or retained under this Agreement. Subrecipient must not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the County of Los Angeles by virtue of this Agreement.
§104. Conditions Precedent to Execution of This Agreement Subrecipient must provide the following signed documents to the County of Los Angeles, unless otherwise exempted:

A. Certification and Disclosure Regarding Lobbying, attached hereto as Exhibit A and made a part hereof, in accordance with §411.A.14 of this Agreement.

Subrecipient must also file a Disclosure Form at the end of each calendar quarter in which there occurs any event requiring disclosure or which materially affects the accuracy of the information contained in any Disclosure Form previously filed by Subrecipient.

B. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto as Exhibit B and made a part hereof, as required by Executive Order 12549 in accordance with §411.A.12 of this Agreement.

C. Certification Regarding Drug-Free Workplace, attached hereto as Exhibit C and made a part hereof, in accordance with §411.A.13 of this Agreement.

D. Certification of Grant Assurances, attached hereto as Exhibit D and made a part hereof, in accordance with §411.C of this Agreement.

SECTION II

TERM AND SERVICES TO BE PROVIDED
§201. Performance Period
The performance period of this Agreement is from September 1, 2020 to February 28, 2023, unless the County of Los Angeles, with Cal OES approval, provides written notification to the Subrecipient that the performance period has been extended, in which case the performance period will be so extended by such written notification, as provided in §502, below.

Page 4 ends

§202. Use of Grant Funds
A. Subrecipient and the County of Los Angeles have previously completed a mutually approved budget/expenditure plan, hereinafter "Budget," for the 2020 SHSP, which has been approved by Cal OES. This information is contained in a copy of the Final Grant Award Letter and Project Worksheet, attached hereto as Exhibit E.

Any request by Subrecipient to modify the Budget must be made in writing with the appropriate justification and submitted to CEO for approval. If during the County of Los Angeles review process, additional information or documentation is required, the Subrecipient will have ten (10) business days to comply with the request. If the Subrecipient does not comply with the request, CEO will issue written notification indicating that the requested modification will not be processed. Modifications must be approved in writing by the County of Los Angeles and Cal OES during the term of this Agreement. Upon approval, all other terms of this Agreement will remain in effect.

Subrecipient must utilize grant funds in accordance with all Federal regulations and State Guidelines.

B. Subrecipient agrees that grant funds awarded will be used to supplement existing funds for program activities, and will not supplant (replace) non-Federal funds.

C. Subrecipient must review the Federal Debarment Listing at https://www.sam.gov/SAM/pages/public/searchRecords/search.jsf prior to the purchase of equipment or services to ensure the intended vendor is not listed and also maintain documentation that the list was verified.

D. Prior to the purchase of equipment or services utilizing a sole source contract or the receipt of single bid response of $250,000.00 or more, justification must be presented to CEO, who upon review will request approval from Cal OES. Such approval in writing must be obtained prior to the commitment of funds.

E. Subrecipient must provide any certifications or reports requested by the County of Los Angeles to the CEO indicating Subrecipient's performance under this Agreement, including progress on meeting program goals. Reports must be in the form requested by the County of Los Angeles, and must be provided by the fifteenth (15th) of the following month. Subrecipient is required to complete any survey requests requested by the County of Los Angeles. Subrecipient must also submit completed Project Claims for reimbursement immediately or a minimum on a quarterly basis, and no later than the date stated in §201, above.

F. Subrecipient must provide an electronic copy of their Annual Single Audit Report, as required by 2 CFR Part 200, to CEO no later than March 31st (fiscal year ending June 30) or June 3Qth (fiscal year ending September 30) of the year following the reporting period.

Page 5 ends

G. Subrecipient may be monitored by the County of Los Angeles on an annual basis to ensure compliance with Cal OES grant program requirements. The County of Los Angeles anticipates that said monitoring may include, at a minimum, one onsite visit during the term of this Agreement. Monitoring will utilize a Review Instrument (sample attached hereto as Exhibit H, and subject to periodic revisions) to evaluate compliance.

H. Subrecipient must provide Corrective Action Plan(s) to CEO within thirty (30) days of any audit finding.

I. Subrecipient use of the Los Angeles Regional Interoperable Communication System's Motorola Solutions, Incorporated Land Mobile Radio System Contract to purchase equipment is unallowable unless the Subrecipient can clearly demonstrate to CEO it meets one of the four federal exceptions to necessitate a noncompetitive procurement before issuance of any contract, amendment, or purchase order.

J. Subrecipient shall not use grant funds to purchase, extend, or renew any Telecommunications and Video Surveillance services and equipment as substantial or essential component of any system, or as critical technology as part of any system which the Secretary of Defense, in consultation with Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an owned, controlled by, or connected to the People's Republic of China such as and not limited to Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); or Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

K. Any equipment acquired pursuant to this Agreement must be authorized in the G&T Authorized Equipment List (AEL) available online at https://www.fema.gov/authorized-equipment-list and the Funding Guidelines of the 2020 SHSP Notice of Funding Opportunity, incorporated by reference, and attached hereto as Exhibit F. Subrecipient must provide the CEO a copy of its most current procurement guidelines and follow its own procurement requirements as long as they meet or exceed the minimum Federal requirements and any added Cal OES requirements. Federal procurement requirements for the 2020 SHSP can be found at Title 2 CFR Part 200.313.

Any equipment acquired or obtained with Grant Funds:

1. Will be made available under the California Disaster and Civil Defense Master Mutual Aid Agreement in consultation with representatives of the various fire, emergency medical, hazardous materials response services, and law enforcement agencies within the jurisdiction of the applicant;

Page 6 ends

2. Will be consistent with needs as identified in the State Homeland Security Strategy and will be deployed in conformance with that plan;

3. Will be made available pursuant to applicable terms of the California Disaster and Civil Defense Master Mutual Aid Agreement and deployed with personnel trained in the use of such equipment in a manner consistent with the California Law Enforcement Mutual Aid Plan or the California Fire Services and Rescue Mutual Aid Plan.

L. Equipment acquired pursuant to this Agreement will be subject to the requirements of Title 2 CFR Part 200.313. For the purposes of this subsection, "Equipment" is defined as tangible nonexpendable property, having a useful life of more than one year which costs $5,000.00 or more per unit. Items costing less than $5,000.00, but acquired under the "Equipment" category of the Grant must also be listed on any required Equipment Listing.

1. Equipment must be used by Subrecipient in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by Federal funds. When no longer needed for the original program or project, the Equipment may be used in other activities currently or previously supported by a Federal agency.

2. Subrecipient must make Equipment available for use on other like projects or programs currently or previously supported by the Federal Government, providing such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use must be given to other programs or projects supported by the awarding agency.

3. An Equipment Listing must be maintained listing each item of Equipment acquired with SHSP funds. The Equipment Listing must be kept up to date at all times. Any changes must be recorded in the Listing within ten (10) business days and the updated Listing is to be forwarded to the County of Los Angeles Auditor-Controller (A-C) Shared Services Division.

The Equipment Property Records must be maintained that include: (a) a description of the property, (b) a serial number or other identification number, (c) the source of property, (d) who holds title, (e) the acquisition date, (f) and cost of the property, (g) percentage of Federal participation in the cost of the property, (h) the location, (i) use and condition of the property, U) and any ultimate disposition data including the date of disposal and sale price of the property. Records must be retained by the subrecipient pursuant to Title 2, Part 200.313 (d) (1) of the CFR.

4. All Equipment obtained under this Agreement must have an appropriate identification decal affixed to it, and, when practical, must be affixed where it is readily visible.

Page 7 ends

5. A physical inventory of the Equipment must be taken by the Subrecipient and the results reconciled with the Equipment Listing at least once every two years or prior to any site visit by State or Federal auditors or County of Los Angeles monitors. The Subrecipient is required to have on file a letter certifying as to the accuracy of the Equipment Listing in the frequency as above, and provide to the CEO when requested.

M. Any Planning paid pursuant to this Agreement must conform to the guidelines as listed in Exhibit F or subsequent grant year programs.

N. Any Organization activities paid pursuant to this Agreement must conform to the guidelines as listed in Exhibit F.

0. Any Training paid pursuant to this Agreement must conform to the guidelines as listed in Exhibit F, and must be first submitted to CEO and then pre-authorized by Cal OES. A catalog of federally approved and sponsored training courses is available at https://www.firstrespondertraining.gov/frts/.

P. Any Exercise paid pursuant to this Agreement must conform to the guidelines as listed in Exhibit F. Detailed Homeland Security Exercise and Evaluation Program Guidance is available at https://www.fema.gov/hseep.

Q. Any Personnel activities paid pursuant to this Agreement must conform to the guidelines as listed in Exhibit F.

R. Subrecipient must provide to CEO a spending plan detailing the required steps and timeframes required to complete the approved projects within the grant timeframe. Subrecipient must submit the spending plan to CEO prior to final execution of the Agreement.

S. Pursuant to this Agreement, indirect costs are not reimbursable.

SECTION Ill

PAYMENT
§301. Payment of Grant Funds and Method of Payment
A. The County of Los Angeles will reimburse Subrecipient up to the maximum grant amount of $67,518.00 as expenditures are incurred and paid by Subrecipient and all documentation is reviewed and approved by County of Los Angeles. All expenditures must be for the purchase of equipment, exercises, training, organization, and planning as described in Section II of this Agreement. The Page8
grant amount represents the amount allocated to Subrecipient in the 2020 SHSP Grant Award Letter from Cal OES.

B. Subrecipient must submit reimbursement requests to the County of Los Angeles A-C Shared Services Division requesting payment as soon as a Project is completed and expenses are incurred and paid with the required supporting documentation; submission can be sent immediately or at a minimum on a quarterly basis, and no later than the date stated in §201, above. Each reimbursement request must be accompanied by the Reimbursement Form (sample attached hereto as Exhibit G, and subject to periodic revisions). All appropriate back-up documentation must be attached to the reimbursement form, including the method of procurement, bid documentation, purchase orders, invoices, report of goods received, and proof of payment.

For Training reimbursements, Subrecipient must include a copy of the class roster verifying training attendees, proof that prior approval was obtained from Cal OES and that a Cal OES Feedback number has been assigned to the course, and timesheets and payroll registers for all training attendees.

For Exercise reimbursements, Subrecipient must enter the After Action Report (AAR) and Improvement Plan on the State Office of Domestic Preparedness secure portal within sixty (60) days following completion of the exercise and submit proof of prior State approval of the AAR with the reimbursement request.

For Planning reimbursements, Subrecipient must include a copy of the final tangible product.

C. The County of Los Angeles may, at its discretion, reallocate unexpended grant funds to another subrecipient. Said reallocation may occur upon approval by the County of Los Angeles of a Subrecipient reimbursement submission, inquiry from the County of Los Angeles to the Subrecipient regarding fund utilization, or by written notification from the Sub recipient to the County of Los Angeles that a portion of the grant funds identified in §301.A., above, will not be utilized. As provided in §502, below, any increase or decrease in the grant amount specified in §301.A., above, may be effectuated by a written notification by the County of Los Angeles to the Subrecipient.

D. Payment of reimbursement request will be withheld by the County of Los Angeles until the County of Los Angeles has determined that Subrecipient has turned in all supporting documentation and completed the requirements of this Agreement.

E. It is understood that the County of Los Angeles makes no commitment to fund this Agreement beyond the terms set forth herein.

F. 1. Funding for all periods of this Agreement is subject to continuing Federal appropriation of grant funds for this program. In the event of a loss or reduction of Federal appropriation of grant funds for this program, the Agreement may be

Page 9 ends

terminated, or appropriately amended, immediately upon notice to Subrecipient of such loss or reduction of Federal grant funds.

2. County of Los Angeles will make a good-faith effort to notify Subrecipient, in writing, of such non-appropriation at the earliest time.

SECTION IV

STANDARD PROVISIONS
§401. Construction of Provisions and Titles Herein
All titles or subtitles appearing herein have been inserted for convenience and do not, and will not be deemed to, affect the meaning or construction of any of the terms or provisions hereof. The language of this Agreement will be construed according to its fair meaning and not strictly for or against either party. §402. Applicable Law, Interpretation and Enforcement
Each party's performance hereunder must comply with all applicable laws of the United States of America, the State of California, and the County of Los Angeles.

This Agreement will be enforced and interpreted, as applicable, under the laws of the United States of America, the State of California and the County of Los Angeles.

If any part, term or provision of this Agreement is held void, illegal, unenforceable, or in conflict with any law of a Federal, State or Local Government having jurisdiction over this Agreement, the validity of the remainder of the Agreement will not be affected thereby.

Applicable Federal or State requirements that are more restrictive will be followed.
§403. Integrated Agreement
This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only as provided for herein.
§404. Breach
If any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for

Page 10 ends

herein except that in all events, no party may recover more than once, suffer a penalty or forfeiture, or be unjustly compensated.
§405. Prohibition Against Assignment or Delegation
Subrecipient may not do any of the following, unless it has first obtained the written permission of the County of Los Angeles:

A. Assign or otherwise alienate any of its rights hereunder, including the right to payment; or
B. Delegate, subcontract, or otherwise transfer any of its duties hereunder. §406. Permits
Subrecipient and its officers, agents and employees must obtain and maintain all permits and licenses necessary for Subrecipient's performance hereunder and must pay any fees required therefor. Subrecipient further certifies that it will immediately notify the County of Los Angeles of any suspension, termination, lapse, non-renewal or restriction of licenses, certificates, or other documents. §407. Nondiscrimination and Affirmative Action
Subrecipient must comply with the applicable nondiscrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the County of Los Angeles. In performing this Agreement, Subrecipient must not discriminate in its employment practices against any employee or applicant for employment because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, mental disability, marital status, domestic partner status or medical condition.

Subrecipient must comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60).

If required, Subrecipient must submit an Equal Employment Opportunity Plan to the Department of Justice Office of Civil Rights in accordance with guidelines listed at https://www.justice.gov/crt.

Any subcontract entered into by the Subrecipient relating to this Agreement, to the extent allowed hereunder, will be subject to the provisions of this §407 of this Agreement.
§408. Indemnification
Each of the parties to this Agreement is a public entity. This indemnity provision is written in contemplation of the provisions of Section 895.2 of the Government Code of the State of California, which impose certain tort liability jointly upon public entities, solely by reason of such entities being parties to an agreement,

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Irwindale City CouncilJanuary 11, 2023

Irwindale City Council
January 11, 2023