Irwindale City Council
July 23, 2025

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1.10 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.11 Additional Work and Change Orders.
(a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the City’s Director of Public Works Engineering or City Engineer, or either of their designees, to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”).

All Change Orders must be signed by the Contractor and City’s Director of Public Works Engineering or City Engineer, or either of their designees, prior to commencing the extra work thereunder.

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(b) Any increase in compensation of up to twenty percent (20%) of the Contract Sum or any increase in the time to perform of up to one hundred eighty (180) working days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director of Public Works Engineering or City Engineer, or either of their designees. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Contractor’s Bid. If the rates in the Contractor’s Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City’s Director of Public Works Engineering or City Engineer, or either of their designees. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: The cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) 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.

1.12 Special Requirements.

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

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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in the “Schedule of Compensation,” attached hereto as Exhibit C and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor’s expenses, of an amount not to exceed Nine Hundred Twelve Thousand, Three Hundred Forty-Eight Dollars and 00/100 Cents ($912,348.00) (“Contract Sum”) for completion of the work. The Contract Sum shall constitute full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Agreement; and also for all loss or damage arising out of the nature of the work, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof, in the manner and according to the plans and specifications, and the requirements of the Bid Documents and this Agreement. The Contract Sum shall be made in the form of progress payments subject to retention pursuant to Section 2.4.

2.2 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement.

All invoices shall include a copy of Contractor’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor’s first invoice. If these rates change at any time during the term of the Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.

2.3 Payment.
(a) Payments Made by City. City shall independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, City will cause Contractor to be paid any progress payment within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 that City does not cause Contractor to be paid any progress payment within thirty (30) days of receipt of an undisputed and properly submitted invoice and provided the Project is for construction, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code

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Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
(b) Payments Made by Contractor to Subcontractors. Contractor shall remit payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar days if payments are owed by Contractor to any subcontractor other than a small business enterprise.

2.4 Retention.

Pursuant to Section 9203 of the Public Contract Code, City will deduct a five percent (5%) retention from all progress payments, which shall be released to Contractor no later than sixty (60) days from completion of the work in accordance with Section 7107 of the Public Contract Code.

In the event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed one hundred fifty percent (150%) of the disputed amount.

2.5 Waiver.

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

2.6 Substitution of Securities.
(a) In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.
(b) At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for retention earnings required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities shall be held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall complete the Project within One Hundred Twenty (120) calendar days after receiving a “Notice to Proceed” from the City in accordance with any schedule contained in or required to be provided by the Proposal or Bid Documents, and any revisions thereof approved by the City in writing. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. The term of this Agreement shall expire one (1) year following City’s acceptance of the Project.

3.2 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Five Hundred Dollars ($500.00) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold any accrued liquidated damages from any monies payable on account of services performed by the Contractor. To the extent required by Government Code section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of the utility to provide for removal or relocation of utility facilities.

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 Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

Acceptance of the Project shall only be by action of the City Council. Neither the acceptance nor any prior inspections or failure to inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the Project shall be owned and operated by City.

As a condition to acceptance, Contractor shall certify to City in writing that all of the work has been performed in strict conformity with the Agreement and that all costs have been paid or supplied to City for security required herein, satisfactory to City, guaranteeing such performance.

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ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

John Wong, Executive Vice President
The Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

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

4.3 Project Manager.

The Project Manager shall be Francisco Carrillo or any other person as may be designated by the City’s Director of Public Works Engineering. It shall be the Contractor’s responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Project Manager.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager. The Project Manager shall have authority, if specified in writing by the City’s Director of Public Works Engineering, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

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4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and

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property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $2,000,000 combined single limit for each accident. (c) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) Builder’s Risk Insurance. Contractor shall maintain Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions. The policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) ocean marine cargo coverage insuring any project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the project site or any staging area.

If the Project does not involve new or major reconstruction, then at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.
(e) Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a Contractor’s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits

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maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

5.2 General Insurance Requirements.
(a) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (b) Proof of Insurance. Contractor shall provide certificates of insurance and endorsements to City as evidence of the insurance coverages required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(c) Duration of Coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (d) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(e) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of Contract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

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(h) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional Insured Status. General and auto liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

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(p) Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers (each, an “Indemnitee”) from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable legal counsels fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of the Contractor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

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5.5 Performance and Payment Bonds.

Concurrently with execution of this Agreement, Contractor shall deliver to the City all of the following bonds if the Contract Sum should exceed $25,000:
(a) A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section

2.1. (b) A payment bond, securing the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.

All bonds shall be on the applicable forms provided in Exhibit “D” and Exhibit “E” attached hereto and made part hereof. The bonds shall each contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement until released pursuant to Section 5.7 hereof.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds 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’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bonds may be changed accordingly upon receipt of written notice from the City’s Risk Manager.

5.7 Release of Securities.

City shall release the performance bond and payment bond when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Project has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the payment bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, 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 Project Manager to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Project Manager shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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

6.3 Ownership of Documents.

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

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Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT; DEFAULT, SUSPENSION AND

TERMINATION

7.1 California Law.

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

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7.2 Default of Contractor.

Contractor’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to Contractor. If the Project Manager determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, the Project Manager shall cause to be served upon Contractor a written notice of the default. Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

7.3 Suspension and Termination.
(a) The City may at any time, for any reason, with or without cause, suspend this Agreement, or any portion hereof, by serving upon Contractor at least ten (10) days prior written notice. Upon receipt of said notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends a portion of this Agreement such suspension shall not make void or invalidate the remainder of this Agreement. (b) This Agreement may be terminated by either party for cause. The City may terminate this Agreement without cause upon thirty (30) days’ written notice of termination. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the Project accepted by City up to the effective date of termination unless any portion of the Project is accepted by City after termination in which event Contractor shall be paid for such completed portion.

7.4 Dispute Resolution Process.

Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

For purposes of these procedures, “claim” means a separate demand by the Contractor, after the City has denied Contractor’s timely and duly made request for payment for extra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City.

The following requirements apply to all claims to which this section applies:

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(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. (b) Supporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement. (i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (ii) Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. (iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that

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taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time. (i) If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (iii) Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City’s Responses. The City’s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in

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Government Code Section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation.

A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code Section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims. (h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section.

The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both parties.

If the parties fail to select a mediator within the 15-day period, either party may petition the court to appoint the mediator.
(ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.
(iii) Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. (iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.

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7.5 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

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

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

7.6 Rights and Remedies Are Cumulative.

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

7.7 Unfair Business Practices Claims.

Pursuant to Public Contract Code section 7103.5, in entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

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

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conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

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

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party, the contract shall forthwith be physically amended to make such insertion or correction.

9.2 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the Director of Engineering/Building Official and to the attention of the Project Manager (with her/his name and City title), City of Irwindale, 5050 N. Irwindale Ave, Irwindale, California 91706 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this

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

9.3 Interpretation.

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

9.4 Counterparts.

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

9.5 Integration; Amendment.

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

9.6 Severability.

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

9.7 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. Contractor 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

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other thing of value as a result or consequence of obtaining or being awarded any agreement.

Contractor 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. Contractor 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.

Contractor’s Authorized Initials _______

9.8 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 FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF IRWINDALE, a California
charter city
______________________________
Julian A. Miranda, City Manager
ATTEST:

Laura M. Nieto, Chief Deputy City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
_____________________________
Adrian Guerra, City Attorney
CONTRACTOR:

Elecnor Belco Electric, Inc.

By: _____________________________
Name:

Title:

By: ______________________________
Name: ______________________________
Title: ______________________________
Address: Elecnor Belco Electric, Inc.
14320 Albers Way,
Chino, CA 91710
*Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01005.0006 2023055.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2025 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

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
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.

01005.0006 2023055.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2025 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

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
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.

01005.0006 2023055.1 A-1

EXHIBIT A

SCOPE OF SERVICES
I. Contractor will perform construction services related to the Traffic Signal and Street Improvements - Arrow Highway at Live Oak Avenue (East) & Azusa Canyon Road at Nubia Street Project, which is identified in the City’s Capital Improvement Program in accordance with the Plans, Specifications, and Estimates incorporated herein as though set forth in full.

II. As part of the Construction Services, Contractor will deliver the following tangible work products to the City:

A. Removal and installation of traffic signal, street lighting, sidewalk and ADA ramp improvements and associated signing and striping for Arrow Hwy at Live Oak Ave (east) intersection
B. Installation of new traffic signal including all equipment, ADA ramp, sidewalk, signing and striping improvements for Azusa Canyon Rd at Nubia St intersection.

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

01005.0006 2023055.1 A-2

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
If the Parties wish to revise provisions in the Agreement above (from page 1 through the signature page), then the revisions shall be presented in this Exhibit B, with deletions shown in strike through and additions shown in bold and italics.

01005.0006 2023055.1

EXHIBIT C

SCHEDULE OF COMPENSATION
I. Contractor shall complete work for the Project in accordance with the following:

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II. The City will compensate Contractor for work performed and expenses incurred toward completion of the Project upon submission of a valid invoice. In addition to what is required under Section 2.2 of the Agreement, each invoice is to include:

A. Line items for all personnel describing the work performed.

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

C. Line items for the price and quantity of all materials, equipment and work.

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

01005.0006 2023055.1
E. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Project.

III. The total compensation for the Project shall not exceed $912,348.00 as provided in Section 2.1 of this Agreement.

01005.0006 2023055.1

EXHIBIT D

PERFORMANCE BOND
PROJECT NO. ________
We, _________, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Irwindale (“City”) for payment of the penal sum of __________ U.S. Dollars and ____ Cents ($_______). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall in all things stand to and abide by, and well and truly keep and perform all of the covenants, conditions, and provisions in said agreement, and any alteration thereof made as therein provided, on Principal's part to be kept and performed at the time and in the manner therein specified, and shall indemnify and save harmless the City, City’s engineer, and their consultants, and each of their officials, directors, officers, employees and agents, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety agrees that should it fail to take over and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement, Surety will promptly on demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall exist, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement, and payment by Surety should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligations herein and shall be deemed proper payment as between Principal and Surety.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder or the plans and specifications, or any matters unknown to Surety which may affect Surety's risk shall in any wise affect its obligation on this bond, and it does thereby waive notice thereof.

Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum.

01005.0006 2023055.1
Executed this day of _________, ____.

Seal of Corporation _____________
By:____________________________________
Authorized Representative of Principal
Title: _____________
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: ( ) _____________________
[name of surety company]
_________________________ ____________________________________ Name Street Number
_________________________ ____________________________________ Street Number City and State
_________________________ ____________________________________ City and State Telephone Number
_________________________
Telephone Number
By:____________________________________
Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.

Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury Department), and otherwise meet the requirements of the agreement.

01005.0006 2023055.1

EXHIBIT E

PAYMENT BOND
PROJECT NO. ________
We, ______, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Irwindale (“City”) and those for whose benefit this bond insures in the sum of ______________ U.S. Dollars and ______ Cents ($________). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named in Section 9000 et seq. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the same in an amount not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.

Surety agrees that it shall pay the amounts due the persons above named and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement.

If Surety fails to perform within the times specified in the agreement, Surety shall promptly on demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall extend, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement.

Principal and Surety agree that any payment by Surety pursuant to this paragraph should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligation herein and shall be deemed proper payment as between Principal and Surety.

This bond shall insure to the benefit of any and all of the persons named in Section 9000 et seq. of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this bond.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder, or the plans and specifications, or any matters unknown to Surety which might affect Surety's risk, shall in any way affect its obligation on this bond, and it does hereby waive notice thereof.

Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys' fees incurred therein in addition to the above sums.

01005.0006 2023055.1
Executed this _____________ day of ___________, ______.

Seal of Corporation ______________
By:______________________________
Authorized Representative of Principal
Title: __________
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: ( ) ________________
[name of surety]

_________________________ _____________________________ Name Street Number
_________________________ _____________________________ Street Number City and State
_________________________ _____________________________ City and State Telephone Number
_________________________
Telephone Number
By:_____________________________
Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.

Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury Department), and otherwise meet the requirements of the agreement.

Resolution No. 2025-71-3659

01005.0006 2023049.1
RESOLUTION NO. 2025-71-3659

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE AUTHORIZING A BUDGET AMENDMENT TO APPROPRIATE $500,000 FROM THE GENERAL FUND RESERVES, AND $355,423 FROM THE MINING IMPACT FUND RESERVES TO THE TRAFFIC SIGNAL AND STREET IMPROVEMENTS – ARROW

HIGHWAY AT LIVE OAK AVENUE (EAST) AND AZUSA CANYON ROAD AT NUBIA STREET PROJECT; P-1073
WHEREAS, the City of Irwindale has Traffic Signal and Street Improvements - Arrow Highway at Live Oak Avenue (East) and Azusa Canyon Road at Nubia Street Project, which is ready for construction; and
WHEREAS, the Traffic Signal and Street Improvements Project for Arrow Highway at Live Oak Avenue (East) and Azusa Canyon Road at Nubia Street consists of two (2) improvement projects that were identified in the Condition of Approval for the land developments at 5010 Azusa Canyon Road and 2200 Arrow Highway (Athens MRF). These improvements were recommended to mitigate traffic impacts identified in the Environmental Impact Report (EIR) due to each project. As stipulated in the respective Development Agreements, each developer is required to pay their fair share toward the construction of the traffic signal and street improvements at their associated intersections; and
WHEREAS, the anticipated construction and all associated costs for this project are $1,304,818; and
WHEREAS, the total available funding for this project is currently $449,395; and WHEREAS, a total of $855,423 will need to be appropriated to cover the full cost of the projects; and
WHEREAS, the City has received $421,000 from the 5010 Azusa Canyon Road development fair share, of which $10,610.82 was spent on the design for this project, leaving a remaining balance of $410,389.18; and
WHEREAS, $500,000 will need to be appropriated from the General Fund Reserves and $355,423 from the Mining Impact Fund Reserves; and WHEREAS, the Athens MRF Development Agreement stipulated that the developer is required to pay their fair share contribution toward the construction of the traffic signal and street improvements – Arrow Highway at Live Oak Avenue (East); and WHEREAS, once this $500,000 is collected from Athens MRF developer, this amount will be transferred back to the General Fund Reserves.

Resolution No. 2025-71-3659

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

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

SECTION 2. The City Council hereby authorizes the Finance Director to amend the Fiscal Year 2025-2026 adopted budget and appropriating an additional $500,000 from the General Fund Reserves and $355,423 from the Mining Impact Fund Reserves, totaling $855,423 to be transferred to the Capital Projects Fund for the Traffic Signal and Street Improvements - Arrow Highway at Live Oak Avenue (East) and Azusa Canyon Road at Nubia Street Project (Account 48-80-800-45300-8354).

PASSED, APPROVED and ADOPTED this 23rd day of July 2025. ________________________________
Larry G. Burrola, Mayor
ATTEST:
___________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, MMC, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2025-71-3659 as duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 23rd day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

Resolution No. 2025-71-3659

01005.0006 2023049.1
ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
__________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

Item #11.K.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Approval of a professional contract for Civil/Geotechnical Engineering services for (1) Surface Mining and Reclamation Act of 1975 (SMARA) compliance of mining pits, (2) reclamation oversight and review of grading permits for inert backfill operation of mine pits, and (3) Geotechnical Engineering support for the City of Irwindale.

City Manager's Recommendation:

That the City Council authorize the City Manager to execute a service contract agreement with GeoLogic Associates, Inc., in the amount of $1,020,000 for Civil Engineering / Geotechnical Engineering Services for (1) SMARA compliance of mining pits, (2) reclamation oversight and review of grading permits for inert backfill operations of mining pits, and (3) Geotechnical Engineering technical support services to prepare and develop geotechnical mining policy (“Agreement”).

Administrative Action:

Submitted by:

Eddie Chan, Director of Engineering/ Building Official
Prepared by:

Francisco Carrillo, Construction Compliance Manager
Reviewed by:

Adrian R. Guerra, City Attorney

Kambiz Borhani, Finance Director / City Treasurer
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

The City of Irwindale is the lead agency for nine mine quarries, of which five quarries have ongoing inert landfill operations within its jurisdiction pursuant to the provisions of the California Surface Mining and Reclamation Act of 1975 and implementing State Mining and Geology Board Reclamation Regulations (collectively “SMARA”), and City’s Charter and Municipal Code.

The Irwindale Reclamation Authority (“Authority”) is a joint powers authority created in 2004 to receive and reassign, for the purposes of complying with the California SMARA, and the operating rights from each of the mining company participants to the Authority, and to provide a financial assurances mechanism under SMARA for certain quarries located within the City of Irwindale.

Irwindale Municipal Code (IMC) 3.44.020 definition of “Services” exempts professional or other contractual services for which the procedure for procurement is specifically provided by law, or approved city procedures, or are, by their nature, unique and not subject to competition. The City has adopted a Purchasing Policy, which sets forth the procurement process for Professional Services. City staff have complied with Irwindale Purchasing Policy Section 5 Professional Consultant Selection requirements, such that the contract is exempt from the centralized purchasing requirements of IMC Chapter 3.44, per IMC sections 3.44.060 and 3.44.080(D).

The City of Irwindale Public Works Engineering Department has selected Geo-Logic Associates, Inc. (GLA) to continue their services to provide professional Civil and Geotechnical Engineering services in support of the City's SMARA compliance efforts. The scope of services includes reclamation oversight, review of grading permits for inert backfill operations, and technical support in the preparation and development of geotechnical mining policy. This approval is needed because their existing contract has expired.

The selection of GLA was made without issuing a formal Request for Proposal (RFP), as permitted under Section 5 of the City’s Purchasing Policy for continuing services. This exception is warranted due to GLA’s unique qualifications, including their in-depth understanding of the City’s mining operations, extensive experience in geotechnical and mining-related engineering, availability of key personnel, and their role as the custodian of the City’s grading permit file archives for all mining sites dating back to the inception of such operations.

In addition, GLA is currently under contract with the City for a separate on-call agreement to provide as-needed Geotechnical Engineering and Engineering Geology services associated with remediation and land development of mine sites not subject to SMARA. Their fee structure has been, and continues to be, highly competitive when compared to other professional consultants offering similar services.

Staff hereby recommends that the City Council approve and authorize the City Manager to enter into an agreement with Geo-Logic Associates, Inc., to provide Civil Engineering/Geotechnical Engineering Services in support of the City’s SMARA compliance program, which includes oversight of mining pit reclamation activities, review of grading permits for inert backfill operations, and technical support in the preparation and development of geotechnical mining policies.

GLA has been the City’s geotechnical consultant since 1998, assisting the City in dealing with geotechnical issues associated with the deep mining and reclamation of mining pits, both below and above water. Some of the current geotechnical support services provided by this consulting firm are outlined below:

1. Provide technical oversight and assessment of ongoing mining activities to ensure compliance of SMARA.

2. Provide technical review and analysis of quality control, quality assurance procedures and documentation as well as an assessment of regulation compliance on Grading Permits for Mine Reclamation Backfill on SMARA Pits.

3. Provide as-needed technical review and analysis for the City-owned Olive Pit Project.

4. Provide Geotechnical Engineering support to address specific testing protocols and procedures for the mining and reclamation of SMARA pits and to prepare and develop geotechnical mining policy.

5. Assisting the City with reviewing mine operator’s implementation of drainage and erosion control plans.

The following are the SMARA pits that are under this Agreement (collectively referred to as “SMARA Pits”):

Item Mine Site Acreages Status Name of Operator
i. Vulcan Durbin Pit 330 Active/Re Vulcan Material
ii. Vulcan Reliance I Pit 122/89 Active/Re Vulcan Material iii. Hanson Irwindale Pit 472 Active/Re Martin Marietta iv. United Rock Pit #2 134 Idle/Re United Rock
v. United Rock Pit #3 110 Active/Re United Rock
vi. United Rock Pit #4 46 Active United Rock
vii. Peck Road Gravel Pit 50 Active Bubalo Construction viii. Azusa Western 19 Idle Waste Management
ix. Olive Pit 189 Active United Rock
As with the Grading Permits for Mine Reclamation Backfill Monitoring, the following are active permits

that require monitoring per our City’s Building Code Standard:

1. GR 2104010001 Vulcan Reliance I.

2. GR08-020 Hanson 40-Acre Parcel.

3. GR08-014 Vulcan Durbin 110-Acre Reclamation.

4. GR 2305170002 United Rock Pit #2 Remediation.

5. GR 2501090001 United Rock Pit # 3 Waive Lap Erosion & Slope Repairs.

This Agreement includes specialized support services to address specific testing protocols and procedures related to the mining and reclamation of SMARA pits. GLA will also assist in the preparation and development of geotechnical engineering standards to support the establishment of City policy concerning the backfilling of SMARA pits. These services will include access to their soil technicians and a fully equipped geotechnical laboratory. Given the complexity and technical nature of this work, the City requires a qualified and experienced geotechnical consulting firm. GLA has served as the City’s geotechnical consultant since 1998 and has consistently delivered high-quality work, with a deep understanding of the City’s mining and reclamation issues. Notably, GLA continues to serve as a core member of the City’s geotechnical support team under the SMARA Mining Monitoring Program.

The budget and funding for these geotechnical engineering services are listed below.

FY 2025-2026
Scope of Work Funding Source Budget
SMARA Compliance
Mining Deposits from
Operators
$85,000
Grading Permits for Mine Reclamation Backfill
Grading Permit Fees
from Operators
$205,000
Reclamation Oversight Work/City Meetings MIF $180,000
Misc. Geotechnical Engineering Support Services MIF $40,000 TOTAL = $510,000
FY 2026-2027
Scope of Work Funding Source Budget
SMARA Compliance
Mining Deposits from
Operators
$85,000
Grading Permits for Mine Reclamation Backfill
Grading Permit Fees
from Operators
$205,000
Reclamation Oversight Work/City Meetings MIF $180,000
Misc. Geotechnical Engineering Support Services MIF $40,000 TOTAL = $510,000
Fiscal Impact:

Funding in the amount of $220,000 for this contract is included in the FY 2025-2026 Public Works Engineering Mining Impact Fund Budget (Acct. # 13-52-530-42300-0000) to cover the work pertaining to Reclamation Oversight Work and miscellaneous Geotechnical Engineering Support Services. The remaining funding, in the amount of $290,000, is to be paid from the Mining Permit and Inspection deposit that will be paid by the mining operators. The deposits will be collected from the mining operators as these types of work arise.

Attachments:

1. PSA (2023065.1)

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF IRWINDALE
and
GEO- LOGIC ASSOCIATES, INC.

01005.0006 2023065.1 -1-

AGREEMENT FOR CONTRACT SERVICES BY AND
BETWEEN THE CITY OF IRWINDALE AND GEO-LOGIC ASSOCIATES, INC.

This AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 23rd day of July 2025 by and between the CITY OF IRWINDALE, a California Charter city and municipal corporation (“City”) and Geo- Logic Associates, Inc., a California corporation, located at 2777 East Guasti Road, Suite 1 Ontario, California 91761 (herein “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest

01005.0006 2023065.1 -2-
professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

01005.0006 2023065.1 -3-

1.7 Further Responsibilities of Parties.

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

1.8 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 Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Hundred Ten Thousand and 00/ 100 Dollars ($ 510,000.00) for Fiscal Year 2025-2026 and Five Hundred Ten Thousand and 00/ 100 Dollars ($ 510,000.00) for Fiscal Year 2026-2027 for a total Contract Sum of One Million Twenty Thousand 00/100 Dollars ($1,020,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01005.0006 2023065.1 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

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

2.5 Waiver.

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

01005.0006 2023065.1 -5-
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding three hundred sixty (360) days cumulatively.

3.3 Force Majeure.

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

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Mr. John M. Hower Principal Engineer, Geo-Logic Associates, Inc (Name) (Title)

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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

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

4.3 Contract Officer.

The Contract Officer shall be the City Manager [or such person as may be designated by the Assistant City Manager]. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of

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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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:
(a) General Liability Insurance (Occurrence Form CG0001 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, then 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 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 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 $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any 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

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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 five (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) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name 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. Moreover, 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 or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to 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 Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until Consultant has provided 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 City. City reserves the right to inspect complete, certified copies of and endorsements 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.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant’s activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.3.

In the event Consultant subcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance

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of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to City, its officers, agents or employees, any and all costs and expenses incurred by City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

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 Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to City, Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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7.2 Disputes; Default.

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

7.3 Retention of Funds.

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

7.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

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

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

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or

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different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. 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 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 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 Consultant has initiated termination, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any

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appeal, and in addition a Party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement,

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and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of 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 Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words " execution," " signed," " signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, " pdf', " tif' or " jpg") and other electronic signatures (including, without limitation, DocuSign and Adobe Sign). The use of electronic signatures and electronic records ( including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper - based record -keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

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

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of this Agreement shall be valid unless made in writing and approved by Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non-interests” 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 _______

9.7 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 FOLLOWING PAGE]

01005.0006 2023065.1 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY IRWINDALE, a municipal corporation
Julian Miranda, City Manager
ATTEST:

Laura Nieto, City Clerk
APPROVED AS TO FORM:

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

GEO- LOGIC ASSOCIATES, INC., a California
corporation
By:

Name:

Title:

By:

Name:

Title:

Address: 2777 East Guasti Road, Suite 1
Ontario, California, 91761
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.

01005.0006 2023065.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 202___ 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

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
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.

01005.0006 2023065.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 202___ 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

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
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.

01005.0006 2023065.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform civil and geotechnical engineering services, including, but not limited to, the following (herein after referred to collectively as “Services”): (1) SMARA compliance of mining pits, (2) reclamation oversight and review of grading permits for inert backfill operation of mining pits, and (3) Geotechnical Engineering technical support services to prepare and develop geotechnical mining policy A. The Services will be provided to the following SMARA pits (collectively referred to as “SMARA Pits”):

Item Mine Site Acreages Status Name of Operator
i. Vulcan Durbin Pit 330 Active/Re Vulcan Material
ii. Vulcan Reliance I Pit 122/89 Active/Re Vulcan Material iii. Hanson Irwindale Pit 472 Active/Re Martin Marietta iv. United Rock Pit #2 134 Idle/Re United Rock
v. United Rock Pit #3 110 Active/Re United Rock
vi. United Rock Pit #4 46 Active United Rock
vii. Peck Road Gravel Pit 50 Active Bubalo Construction viii. Azusa Western 19 Idle Waste Management
ix. Olive Pit 189 Active United Rock
B. SMARA inspections and reporting include, but not limited to, visiting the sites of SMARA Pits and documenting compliance or deficiencies with the California Department of Conservation regulations. Consultant shall provide such inspections and reporting duties and work with the City to ensure that all reports are accurate and submitted according to schedule provided by the City. This task also requires reviewing Financial Assurance Cost Estimate (FACE) reports submitted by the mine operators for accuracy. The FACE reports ensure that the mine operators are providing for bonds to complete reclamation in the event that they become insolvent.

C. Consultant shall also provide the City with assistance reviewing grading permit applications so that the end goal of reclamation and having a high-end use property are met. This process includes giving guidance on how the grading work will progress, so the goals of the City’s Guidelines related reclamation are satisfied.

D. Consultant shall provide inspection and oversight of the reclamation process to provide geotechnical guidance to the City on progress toward the approved plans.

Consultant’s involvement in the plan approval process and experience in grading and earthwork construction shall provide a basis for helping the City confirm that the reclamation goals are being met.

E. The Principle in Charge for Consultant shall provide coordination with the City and commit appropriate personnel. Designated personnel for the Consultant shall be responsible for review of technical submittals, geotechnical evaluations, and office

01005.0006 2023065.1 A-2
support for the City Engineer. Consultant shall document observations from field inspections with a focus on identification of conditions which may have adverse consequences.

F. Construction Operation services shall be provided and include the recording of construction and reclamation progress, and reporting on site issues that are out of compliance with Reclamation Plans, Conditional Use Permits, SMARA requirements, the City’s Guidelines, Grading Permits and Fill and Operations Plans. Construction Operations shall be provided to ensure that field inspections are performed and documented so the City is aware of conditions and has adequate information to take any necessary action as required. This work consists of recording construction and reclamation progress, lake water elevations, and reports of conditions that are out of compliance with mine reclamation plans, Conditional Use Permits, SMARA guidance, and the City’s Guidelines. Reports will be filed with the City’s Engineering Department.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

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

IV. Consultant will utilize the following personnel to accomplish the Services:

A. Robbie Warner, PE, GE, as Principal in Charge and Lead Technical Reviewer B. Mark Vincent, PG, CEG, in charge of office operations C. Luis Mariscal, PE, in charge of field operations
D. Jason Hefner, PE, additional office support
E. Neven Matasovic, PHD, PE, GE., additional support for technical review

01005.0006 2023065.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
[Not Applicable]

01005.0006 2023065.1 C-1
EXHIBIT “C”

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

For the services rendered pursuant to this Agreement, GEO-LOGIC ASSOCIATES, INC. shall be compensated at a not -to -exceed Five Hundred Ten Thousand and 00/ 100 Dollars ($ 510,000.00) for Fiscal Year 2025-2026 and Five Hundred Ten Thousand and 00/ 100 Dollars ($ 510,000.00) for Fiscal Year 2026-2027 for a total of the Contract Sum of One Million Twenty Thousand 00/100 Dollars ($1,020,000.00) as provided in Section 2. 1 of this Agreement.

The Contract Sum is inclusive of all costs and expenses, unless pre-approved by the City in writing. Payments for services shall be made within forty-five (45) days of receipt of GEO-LOGIC ASSOCIATES, INC. invoice.

FY 2025-2026
Scope of Work Funding Source Budget
SMARA Compliance Mining Deposits $85,000
Grading Permits for Mine Reclamation Backfill Grading Permit Fees $205,000 Reclamation Oversight Work/City Meetings Special Mining $180,000 Misc. Geotechnical Engineering Support Services Special Mining $40,000 TOTAL = $510,000
FY 2026-202
Scope of Work Funding Source Budget
SMARA Compliance Mining Deposits $85,000
Grading Permits for Mine Reclamation Backfill Grading Permit Fees $205,000 Reclamation Oversight Work/City Meetings Special Mining $180,000 Misc. Geotechnical Engineering Support Services Special Mining $40,000 TOTAL = $510,000

01005.0006 2023065.1 C-2
II. Consultant shall perform the Services at the billing rates for Consultant's personnel and for other services or equipment at the rates shown on the Fee Schedule below:

01005.0006 2023065.1 C-3

01005.0006 2023065.1 C-4
III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:
a Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
b Line items for all materials and equipment properly charged to the Services. c Line items for all other approved reimbursable expenses claimed, with supporting documentation.
d Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. The compensation for the Services for each fiscal year shall not exceed the Fiscal Year Contract Sum and total compensation for all Services during the Term of this Agreement shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.

01005.0006 2023065.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform the Services timely in accordance with the schedule to be developed and deadlines to be established by the Contract Officer.

II. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, the term of this Agreement can be extended by one (1) additional twelve-month (12) period with a written notice issued by the City Engineer. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

Item #11.L.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Authorize the application and execution of the Charge Ready Direct Current Fast Charging Participation Agreement.

City Manager's Recommendation:

That the Irwindale City Council adopt Resolution No. 2025-73-3661 entitled, "A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF IRWINDALE AUTHORIZING THE APPLICATION AND EXECUTION OF THE CHARGE READY DIRECT CURRENT FAST CHARGING PARTICIPATION AGREEMENT." Administrative Action:

Submitted by:

Theresa Olivares, Assistant City Manager
Eddie Chan, Director of Engineering / Building Official Prepared by:

Theresa Olivares, Assistant City Manager
Reviewed by:

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

Julian A. Miranda, City Manager
Background and Analysis:

In September 2024, staff submitted an application through Southern California Edison (SCE) for the Direct Current Fast Charging (DCFC) Program (Program). Staff was recently informed that the application was approved and SCE requires the City to enter into a Charge Ready Direct Current Fast Charging Participation Agreement (Agreement).

The Program is available to publicly accessible properties who choose to purchase and install two or more DCFC charging stations. The Program covers the utility infrastructure upgrades and offers a rebate to assist with offsetting a portion of the City's cost for infrastructure upgrades, including electric vehicle (EV) charging equipment rebates. This Program will be used in conjunction with the Civic Center Improvements Project (Project) to provide the required infrastructure and EV stations. The Project includes the installation of four (4) DCFC ports, allowing for four (4) chargers.

The Program requires the following:

1. A minimum installation of tow EV charging stations ports.

2. The City must operate and maintain the EV charging equipment for 10-years.

3. The City must enroll in one of SCE's Time-Of-Use rate plans.

4. The City must enroll in SCE's Demand Response program.

5. The usage and pricing information must be shared with SCE via the equipments network service.

6. Each site is required to include at least one Combined Charging Station (CCS) and one CHAdeMO (used by Japanese EVs) or NSCS (Tesla) connector to ensure accessibility and optimize usage.

7. Charging stations must be publicly available.

SCE has performed an on-site assessment and has approved the City's application. The next step is for the City to execute the Agreement. Please note that no changes, additions, or redlines may be made to the Agreement or easement language. Staff is currently obtaining quotes for the equipment and will agendize the purchase recommendation for the Council to consider at a future meeting.

Fiscal Impact:

There is no fiscal impact related to entering into the Charge Ready Direct Current Fast Charging Participation Agreement. The fiscal impact related to the infrastructure and electric vehicle charging stations will be provided at a future meeting for the City Council's consideration.

Attachments:

1. Resolution No. 2025-73-3661

2. DCFC Program Agreement

Resolution No. 2025-73-3661

RESOLUTION NO. 2025-73-3661

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

AUTHORIZING THE APPLICATION AND EXECUTION OF THE CHARGE READY

DIRECT CURRENT FAST CHARGING PARTICIPATION AGREEMENT
WHEREAS, California has a goal of attaining a 40 percent reduction in Green House Gas emissions from 1990 levels by 2030 and an 80 percent reduction by 2050; and
WHEREAS, Southern California Edison (SCE) is supporting this goal by providing funding for at least 205 new Electric Vehicle Direct Current Fast Charging (DCFC) ports in SCE’s service territory; and
WHEREAS, SCE’s DCFC Program is eligible to non-residential entities that own the site where EV charging equipment is to be installed; and WHEREAS, the DCFC Program provides the necessary utility-side infrastructure to support the installation of DCFC EV charging infrastructure. The Program also provides rebates for the City’s infrastructure work, including the purchase and installation of the charging equipment; and
WHEREAS, the City of Irwindale applied for and has been selected as a Program participant for the installation of four (4) DCFC ports, allowing for four (4) chargers; and, requiring the City to enter into the Charge Ready Direct Current Fast Charging Participation Agreement (Agreement); and
WHEREAS, the DCFC Program requires the City of Irwindale to enter into the Charge Ready Direct Current Fast Charging Participation Agreement (Agreement); and WHEREAS, the City of Irwindale has the legal authority and is authorized to enter into the Agreement.

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 are incorporated herein by this reference.

SECTION 2. The Assistant City Manager of the City of Irwindale is hereby authorized and directed to enter into the Charge Ready Direct Current Fast Charging Participation Agreement and take such other actions necessary or appropriate to obtain funding.

SECTION 3. The Assistant City Manager of the City of Irwindale is hereby authorized and directed to submit any required documents, funding requests, and reports required to obtain funding.

Resolution No. 2025-73-3661

SECTION 4. If any section, subsection, sentence, clause, phrase, or portion of this Resolution, or the application thereof to any person or circumstances, is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the application of any other section, subsection, sentence, clause, phrase, or portion of this Resolution, and to this end the invalid or unconstitutional section, subsection, sentence, clause, phrase of this Resolution are declared to be severable. The City Council hereby declares that it would have adopted this Resolution and each section, subsection, sentence, clause, phrase, part or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, parts or portions thereof be declared invalid or unconstitutional.

SECTION 5. This Resolution shall take effect immediately and the Chief Deputy City Clerk shall attest to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED this 23rd day of July 2025. __________________________
Larry G. Burrola, Mayor
ATTEST:
_______________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
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 Resolution No. 2025-73-3661 was duly and regularly passed and adopted by the City Council of the City of Irwindale at its regular meeting held on the 23rd day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Resolution No. 2025-73-3661

____________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

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Charge Ready
Direct Current Fast Charging (DCFC)
Participation Agreement
This Charge Ready Direct Current Fast Charging (DCFC) Participation Agreement (Agreement) sets forth the terms and conditions for Program Participant to participate in the Program. Pursuant to the terms of this Agreement, SCE will (1) install the UtilitySide Infrastructure (as defined herein) at no cost to the Program Participant; and (2) if applicable, remit the Charging Equipment Rebate and/or the Customer-Side Make Ready Rebate after all terms and conditions have been met by the Program Participant.

All Program Participants are eligible for no-cost installation of the Utility-Side Infrastructure.

Program Participant hereby agrees to the following terms and conditions of the Charge Ready DCFC Program (the “Program”).

APPROVED CHARGING PORTS

1. Total Number of Approved Charging Ports:

The commitment to procure and install the number of approved Charging Ports applies whether or not the Program Participant is eligible to also receive a rebate for the installed Charging Equipment, as SCE will design and install the Utility-Side Infrastructure based on this commitment.

The Program Participant is required to install the quantity and power level of approved Charging Ports set forth in this Agreement. Failure to procure and install the agreed upon number may lead to termination of this Agreement, at SCE’s discretion.

Number of Charging Ports and Power Levels approved by SCE.

Power Level (DCFC) Port count: 4

2. Rebates (if applicable):

2.1. Charging Equipment Rebate
If Program Participant is eligible to receive a rebate for the purchase and installation of Charging Equipment, the rebate amount paid to the Program Participant will be reduced to ensure that when combined with any other thirdparty rebates or incentives, the total rebate received by Program Participant does not exceed the Program Participant’s total costs for procuring and installing

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11-21-2024 V2
the Charging Equipment. Following the successful installation of the Charging Equipment, the Program Participant will certify whether it has received any other third-party rebates or incentives, so that SCE can determine the appropriate rebate payment. The following table reflects the per port rebate values as of the effective date of the Agreement:

Charging Equipment
Rebate Per Port
DAC
Excluding
Fortune
1000*
Others
Including
Fortune 1000*
DCFC (50kW to 350kW) $40,200 $10,050
]

2.2. Customer-Side of the Meter Make-Ready Rebate
The Program Participant will install the Customer-Side of the Meter Infrastructure, and, subject to meeting all of the applicable terms and conditions, will qualify to receive the Customer-Side Make-Ready Rebate, which will be the lesser of: (a) 80 percent of the Program Participant’s actual installation cost or (b) the average utility estimated direct cost for installing Customer-Side of the Meter Make-Ready Infrastructure for the relevant sector (based on Program budget). If average costs have not yet been developed for a relevant sector, SCE may instead develop and use site-specific estimated costs. In either case, the rebate paid by SCE will not exceed the Program Participant’s actual costs.

The Make-Ready Rebate shall not exceed $101,888.00, which also represents the Customer-Side of the Meter Infrastructure funds that will be reserved as of the effective date of this Agreement. The actual Make-Ready Rebate may be less, if 80 percent of the Program Participant’s actual recorded and documented installation costs are lower than the reserved amount.

APPROVED SITE LOCATION AND DESIGN

3. Description of Approved Location at the Site:

Brief description of the mutually approved location on the Program Participant’s Site where Infrastructure will be installed.

Site Description: _______Civic Center Exterior Improvements Project__________________
Site Address: __5050 IRWINDALE AVE, , IRWINDALE, CA, 91706 ______

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11-21-2024 V2

4. T&D Narrative of the Utility-Side Infrastructure deployment at Program Participant’s Site:

Program Participant has reviewed and approved the T&D Narrative, as provided by SCE, showing the location within the Site where SCE will deploy the Utility-Side Infrastructure.

5. The Customer-Side of the Meter Make-Ready Infrastructure:

The Program Participant will design, purchase, and install the Customer-Side of the Meter Infrastructure at Program Participant’s cost and in accordance with this Agreement.

PROGRAM PARTICIPATION TERMS AND CONDITIONS
Program Participant agrees that its participation in the Program is subject to the following terms and conditions:

6. Definitions:

6.1. AHJ – Authority Having Jurisdiction: The responsible government entity having geographically-based jurisdiction that typically approves, inspects, and permits construction projects (e.g., City, County, Fire, Division of State Architect, etc.).

6.2. Approved Product List: The list of Charging Equipment meeting SCE’s technical requirements and approved by SCE for use in its Charge Ready Programs. Program Participant must select Charging Equipment from the Approved Product List to receive applicable Charging Equipment Rebate (if available).

6.3. CalEnviroScreen: see Disadvantaged Communities.

6.4. Charging Equipment: Qualifying Charging Equipment that meets the technical specifications set forth by SCE. Charging Equipment that qualifies for the Charging Equipment Rebate, if available. See also Power Levels.

6.5. Charging Equipment Supplier: The entity from which the Charging Equipment is purchased.

6.6. Charging Equipment Rebate: Financial reimbursement paid to an eligible Program Participant, or its designee, pursuant to this Agreement, to off-set a portion of the purchase of approved Charging Equipment.

6.7. Charging Ports: See Charging Stations.

6.8. Charging Stations – EV Charging Equipment: EV Charging Equipment interconnects with the electricity grid at a charging site to an electric

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11-21-2024 V2
vehicle, whether using alternating current (AC) or direct current (DC). An individual charging station unit may contain one or more charging ports for the purpose of connecting the electric vehicle to a grid connected power source capable of recharging the vehicle’s battery pack. The individual connectors of the Charging Station are referred to as ports (referred to in this agreement as Charging Ports). Each charging station may charge one or more vehicles depending on the number of ports with which each unit is equipped. For dual-port stations, each port must be capable of delivering full power to both vehicles that are charging simultaneously. For example, a dual-port L2 station rated at 7.2 kW must be able to deliver 7.2 kW of power to both vehicles when two vehicles are charging simultaneously.

6.9. Commitment Period: The ten (10) year period where Program Participant must maintain all Charging Equipment in working order at the Site. The Commitment Period will commence on the In-Service Date of the Charging Equipment.

6.10. California Public Utilities Commission (CPUC): The California state regulatory agency that is responsible for regulating privately owned electric, natural gas, telecommunications, water, railroad, rail transit, and passenger transportation companies.

6.11. Combined Charging System (CCS): Connector based on an open international standard and is common on vehicles manufactured in North America and Europe.

6.12. CHArge de Move (CHAdeMO): Connector most common for Japanese manufactured vehicles.

6.13. CPUC’s Transportation Electrification Safety Requirements Checklist: The Safety Requirements Checklist applies to CPUCApproved Transportation Electrification Programs and can be downloaded from: www.cpuc.ca.gov/WorkArea/DownloadAsset.aspx? id=6442458882

6.14. Customer-Side of the Meter Infrastructure: Necessary infrastructure on the Customer’s side of the meter.

6.15. Customer-Side Make-Ready Rebate: The rebate intended to offset a portion of the Program Participant’s costs to perform the Customer-Side Infrastructure work, following the completed installation of the Utility-Side Infrastructure and submission of required documentation.

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11-21-2024 V2

6.16. Demand Response: Demand Response (DR) programs encourage a reduction of electricity use during certain time periods, typically during on-peak hours or when demand for electricity is high, and/or can provide incentives to use electricity during periods of excess generation or when demand for electricity is lower.

6.17. Disadvantaged Communities (DACs): Census tracts in SCE’s service territory with a top quartile score according to California Environmental Protection Agency’s California Communities Environmental Health Screening Tool. SCE will use the current applicable version of the CalEnviroScreen tool to verify site status.

6.18. Electric Vehicle Infrastructure Training Program (EVITP) Certification: The document certifying an electrician has gone through the Electric Vehicle Infrastructure Training Program process. For more information, please visit https://www.evitp.org.

6.19. Fortune 1000: Fortune 1000 companies include companies listed on the Fortune 1000 list.

6.20. Final Design: Map and related documents, as applicable, that show the proposed layout of the Utility-Side Infrastructure, including but not limited to, conduit routing and equipment placement. The Final Design is the engineered construction drawing submitted for permitting and will be completed after this Agreement is executed and prior to start of construction.

6.21. Final Invoice: Statement of the total amount paid by Program Participant to Charging Equipment Supplier(s) for the purchase, and installation of the Charging Equipment.

6.22. Grant of Easement: A contractual agreement to grant right of way for SCE to construct, maintain, operate, and repair any SCE-installed infrastructure.

6.23. In-Service Date: The earliest date on which the Charging Equipment is installed and operational.

6.24. Infrastructure: The necessary Infrastructure on the Utility-side of the electric meter (that SCE will design, construct, and install at no cost to the Program Participant pursuant to this Program). Infrastructure, as defined herein, does NOT include (1) purchase or installation of the Charging Equipment; or (2) the Customer-Side of the Meter Infrastructure.

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11-21-2024 V2

6.25. Make-Ready Infrastructure: Utility-Side Infrastructure and CustomerSide of the Meter Infrastructure, taken together, are also referred to as the Make-Ready Infrastructure. The Utility-Side Infrastructure includes all infrastructure work from SCE’s distribution system to a new circuit panel that will be installed to support EV charging. SCE will always be responsible for designing, procuring, installing, and maintaining the necessary infrastructure located on the utility-side of the meter.

The Customer-Side of the Meter Make-Ready Infrastructure includes all infrastructure from beyond the new panel, which is Utility-Side Infrastructure, to the first point of interconnection with the Program Participant’s Charging Equipment. Program Participants will perform the Customer-Side of the Meter Infrastructure work themselves and qualify to receive the Customer-Side Make-Ready Rebate.

6.26. Make-Ready Rebate: See Customer-Side Make-Ready Rebate.

6.27. NACS: Connector developed by Tesla that works for AC and DC chargers utilizing the same pins for power.

6.28. Network Service Provider: The third-party entity that will provide Network Services for the Charging Equipment. The Network Service Provider will be required to transmit port level data and other information to SCE complying with Program requirements.

6.29. Ports: See Charging Stations.

6.30. Power Levels: The Program requires Charging Equipment to be DCFC, which is defined as:

Direct Current Fast Charging (DCFC): Charging equipment that provides a high-power DC current, and for this program at least 50 kW, with a maximum of 350kW, to the electric vehicle's battery without passing through any onboard AC/DC converter, which means the current is connected directly to the battery.

6.31. Preliminary Design: The set of engineered, working drawings of the Utility-Side Infrastructure. The design includes project specifications, conduit routing, electrical equipment specifications and calculations, project related Site improvements, and construction details.

6.32. Program: Also referred to as the Charge Ready DCFC Program. This Program is designed to help Program Participants install the DCFC charging infrastructure needed to enable drivers to refuel their light-duty electric vehicles.

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11-21-2024 V2

6.33. DCFC Program Guide: Program reference documents developed by SCE that provide program information, including but not limited to the program participation requirements.

6.34. Program Participant: The SCE non-residential entity that enters into this Agreement.

6.35. Property Owner/Site Owner: Individual or entity authorized representative of entity holding title in the Site where the Charging Equipment and Infrastructure will be located.

6.36. Rebate Payment: The payment made by SCE to Program Participant, or its designated assignee, after the eligible Program Participant procures and installs the Charging Equipment and/or meets the qualification requirements for the Customer-Side Make-Ready Rebate, in accordance with this Agreement, as verified by SCE, in SCE’s sole discretion.

6.37. Site: The premises, owned, leased, or operated by Program Participant, where the Charging Equipment will be installed.

6.38. T&D Narrative: The set of working drawings on the Utility-Side of the Meter Infrastructure. This includes project specifications, conduit routing, electrical equipment specifications, and calculations.

6.39. Time-of-Use (TOU) Rate Plans: Rate plans which feature energy charges that vary based on the time of day, the day of the week, and the season. Some plans also include demand charges that are based on the maximum amount of electricity your business uses at once. For more information about SCE’s TOU rate plans, please visit: https://www.sce.com/ business/rates/time-of-use, or https://www.sce.com/business/rates/electriccar-business-rates.

6.40. Utility-Side Infrastructure: The Infrastructure on the utility’s side of the meter.

7. Eligibility.

Program Participant certifies that it meets, and will continue to meet throughout its participation in the Program, all eligibility requirements of the Program, including, but not limited to:

7.1. Program Participant is a non-residential SCE entity with at least one active service account.

7.2. The Site is located in SCE’s service territory.

7.3. Program Participant agrees to provide, or cause the Site Owner to provide, SCE with the rights of way across public or private property

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(as applicable) and to obtain any necessary permits to install Charging Equipment, without cost to SCE.

7.4. Program Participant will comply with all Program requirements outlined in the DCFC Program Guide.

8. Additional Representations of Program Participant during the Term of the Agreement.

Program Participant:

8.1. Agrees to purchase and install the Charging Equipment, as set forth in this Agreement. Program Participant agrees that the number of Charging Ports and their charging power level set forth in Section 1 cannot be modified after execution of this Agreement, without express written consent of SCE, at SCE’s discretion.

8.2. Agrees all charging equipment must be approved by SCE for installation under this Program, in a quantity approved by SCE.

8.3. Agrees to have APL listed Charging Equipment installed by a qualified C-10 licensed and insured contractor.

8.4. Agrees to install Charging Equipment with at least one CCS and one CHAdeMO or NACS connector.

8.5. Agrees to ensure their electric vehicle supply equipment (EVSE) installer follows all relevant State and local codes, and AHJ permitting requirements. All installed equipment must be correctly rated for the location where it will be installed (outdoor rated if applicable, conforming with ventilation requirements). The EV charging current shall not exceed 80% of the branch circuit rating. All EVSE installations must comply with the SB350 safety requirement checklist.

8.6. Agrees to ensure their EVSE equipment installer will not install and energize any EVSE or associated equipment capable of generation or bidirectional operation without Permission to Operate from SCE.

8.7. Agrees to procure, own, install, operate, and maintain the Charging Equipment in good working order at the site for a minimum of ten (10) years from the In-Service Date of Charging Equipment (“Commitment Period”).

8.8. Agrees that, if at any time during the Commitment Period the Charging Equipment is replaced, only SCE approved EVSE will be installed, and all associated costs will be the responsibility of the Program Participant.

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8.9. Agrees to contract with a qualified electric vehicle charging equipment Network Service Provider approved by SCE to record and transmit EV charging usage and other data to SCE.

8.10. Authorizes SCE, for ten (10) years from the Charging Equipment’s InService Date, to act on Program Participant’s behalf to voluntarily grant a Third-Party access to receive information relating to Charging Station data, billing records, billing history, pricing information, and all meter usage data used for bill calculation for all meters participating in this Program.

8.11. Authorizes the use of the collected Charging Station and related meter and billing data for regulatory reporting, program evaluation, industry forums, case studies or other similar activities, in accordance with applicable laws and regulations.

8.12. Acknowledges and agrees that the actual Utility-Side Infrastructure may vary from the T&D Narrative, if, in SCE’s sole discretion, actual Site conditions or AHJ direction requires such changes.

8.13. Agrees to be responsible for purchasing, owning, and installing the Customer-Side of the Meter Infrastructure.

8.14. Acknowledges and agrees that SCE shall own all Utility-Side Infrastructure.

8.15. Acknowledges and agrees that Program Participant will convey to SCE all already-existing Utility-Side Infrastructure located on the Utility-Side of the Meter of the Site and that is owned by the Customer, as well as provide any necessary easements, as may be required by SCE on the Customer or third-party property for SCE to install, access, and maintain the Utility-Side Infrastructure. Customer shall convey any such necessary Utility-Side Infrastructure or easements to SCE, promptly and using SCE’s standard conveyance and/or easement agreements, as applicable, found at https://www. https://www.sce.com/evbusiness/chargeready/toolsresources

8.16. Agrees to allow SCE to secure such access to the Utility-Side Infrastructure before SCE will energize any of the Utility-Side Infrastructure.

8.17. Acknowledges that funding pursuant to this Agreement is only reserved after SCE receives a copy of this Agreement signed by Program Participant and Property Owner (if different from Program Participant).

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The Program Participant also acknowledges that reserved funding may be withdrawn, and SCE may terminate this Agreement, both in SCE’s sole discretion, if Program Participant breaches the Agreement.

8.18. Agrees to comply with the established timelines and required documentation set forth in the DCFC Program Guide. Sites must be completed within nine months of an easement being sent to the Program Participant for execution or by December 31, 2027, whichever comes first.

8.19. Represents and warrants, to the best of Program Participant’s knowledge after reasonable investigation, that the Site is free of hazardous contamination, other safety hazards, and other environmental or physical conditions impacting the ability to perform work on or at the Site.

8.20. Represents and warrants that if Program Participant has applied for or received any other incentives or rebates for the Charging Equipment or Customer-Side of the Meter Infrastructure, Program Participant shall notify SCE of any such incentives or rebates as soon as reasonably practicable. In the event that any such incentives or rebates, when combined with Program rebates, would reimburse Program Participant for more than 100 percent of their costs, SCE shall decrease the issued rebate amount if not yet paid, or if already paid, submit a reimbursement request to the Program Participant for the amount of the Rebate Payment exceeding 100 percent of the Program Participants costs.

8.21. Agrees to enroll the account(s) associated with the Charging Equipment in a qualifying time-of-use (TOU) rate plan, and, if it does not, agrees to allow SCE to enroll such account(s) in a qualifying TOU rate plan.

8.22. Agrees to enroll in at least one qualifying Demand Response Program.

8.23. Agrees to ensure information of newly installed Charging Equipment that is accessible to the general public will be registered with the US Department of Energy’s Alternative Fuel Data Center (https:// afdc.energy.gov/stations/#/analyze), and with the US Department of Energy’s EV Charging Station Locations mapping tool, accessible at (https://www.afdc.energy.gov/fuels/electricity_locations.html#/find/ nearest?fuel=ELEC), and that only one set of information is reported between the Program Participant and Charging Equipment Supplier.

8.24. Agrees to submit a completed IRS tax form W-9, and California Franchise Tax Board form 590 if applicable, or to provide line items from those

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forms as SCE may request, in order for SCE to process any Rebate Payment.

8.25. Represents and warrants that the execution and delivery of this Agreement, and the performance by Program Participant of its obligations under this Agreement, have been duly and validly authorized, and this Agreement is a legal, valid and binding obligation of Program Participant.

8.26. Agrees to participate in SCE sponsored customer satisfaction and other surveys following completion of the Project, upon request of SCE.

8.27. Agrees to complete Customer-Side of the Meter Infrastructure design and provide a copy to SCE for review and approval.

8.28. Agrees to create a Base Map and a Site Plan, for location of the Customer-Side of the Meter Infrastructure and Charging Equipment and provide a copy of each to SCE within SCE’s required timeframe, as set forth in the DCFC Program Guide.

8.29. Agrees to provide to SCE a copy of the estimated construction costs for the Customer-Side of the Meter Infrastructure broken out by design and engineering costs, permitting costs, and construction costs in advance of performing any related work.

8.30. Agrees to provide signed approval of SCE’s Utility-Side of the Meter Infrastructure design.

8.31. Agrees to obtain all required approval and permits for the Customer-Side of the Meter Infrastructure work.

8.32. Agrees to obtain written approval from SCE before commencing construction of the Customer-Side Make-Ready Infrastructure. Should Program Participant begin construction without SCE’s approval, Program Participant assumes all cost and risk associated with rework or removal of the Customer-Side of the Meter Infrastructure and Charging Equipment.

8.33. Agrees to schedule and attend a preconstruction meeting with SCE and provide a detailed construction schedule.

8.34. Agrees to manage and coordinate all Customer-Side of the Meter Infrastructure work.

8.35. Agrees to ensure installation contractor is C-10 state licensed, insured, and using IBEW-signatory labor.

8.36. Agrees to ensure compliance with electrician training certification (EVITP) and obtain copies of certificates in advance of work to be performed.

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8.37. Agrees to comply with all applicable items included in the Safety Requirements Checklist for CPUC-Approved Transportation Electrification Programs.

8.38. Agrees to ensure final inspection process is complete after equipment installation.

8.39. Agrees to take any corrective actions, if SCE in its sole judgment identifies any, to ensure that the Customer-Side of the Meter Infrastructure complies with all of SCE’s rules, regulations, and safety requirements.

8.40. Agrees to own and maintain the Customer-Side of the Meter Infrastructure in working order for, at a minimum, the Commitment Period, at Program Participant’s own expense and at no cost to SCE.

8.41. Agrees to be solely responsible for the safe design, construction, installation, and operation of the Customer-Side of the Meter Infrastructure work.

9. SCE’s Obligations

9.1. SCE, at its sole discretion and in accordance with its applicable tariffs, design standards, and AHJ permitting requirements, will locate, design, and install the Utility-Side Infrastructure. SCE is responsible for all costs associated with Utility-Side Infrastructure deployed by SCE pursuant to this Agreement. SCE is not responsible for any costs to remedy any environmental or safety conditions at the Site. To that end, before commencing any work, SCE may require the Program Participant to fully complete, to the best of its ability, an SCE questionnaire regarding the relevant condition and history of the Site; and SCE and/or its contractors shall have the right to visually inspect all of the Site. Based on the questionnaire and Site visual inspection and any other available information, SCE, in its reasonable discretion: (i) may decline to proceed with any further work at the Site; or (ii) may decline to proceed with any further work at the Site except with Program Participant's agreement to additional reasonable environmental and other review and investigation of the Site, at Program Participant' s expense, and reasonable remediation or mitigation of any such identified environmental or safety conditions, at Program Participant's expense. If SCE at any time discovers any such environmental or safety conditions during the performance of work at the Site, then SCE in its reasonable discretion may decline to proceed

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with any further work at the Site, unless and until such conditions are remediated to SCE' s reasonable satisfaction, at Program Participant's expense.

9.2. SCE will process the Customer-Side Make-Ready Rebate payment after SCE has verified correct installation of the Customer-Side Infrastructure and Charging Equipment, consistent with this Agreement, subject to Program Participant meeting all Program requirements and submitting the required documentation, and after calculating the final rebate amount that will apply.

9.3. SCE will pay the Charging Equipment Rebate, if applicable, after SCE has verified correct installation of the Charging Equipment, consistent with this Agreement, subject to Program Participant meeting all Program requirements. The actual Charging Equipment Rebate Payment amount shall not exceed the actual reasonable costs of the Charging Equipment, and its installation, as set forth in the Final Invoice(s) and consistent with the Program Participant’s contract with the Charging Equipment Supplier(s) and installers.

10. Term and Termination:

10.1. Term: The term of this Agreement shall begin upon the date that both Parties have signed the Agreement and end ten (10) years from the InService Date of the Charging Equipment, unless otherwise terminated earlier pursuant to this Agreement (“Term”).

10.2. Termination: If the Program Participant fails to comply with any of the terms and conditions of this Agreement, including the DCFC Program Guide, SCE, in its sole discretion, may terminate this Agreement after sending Program Participant a notice of default that remains uncured for five (5) business days from receipt, except in the case of a safety or security violation, in which case, SCE may terminate the Agreement immediately and take all other necessary actions, including but not limited to, disconnecting power to the Charging Equipment, in SCE’s sole discretion, to cure such safety or security violation(s).

10.3. Termination Costs: If this Agreement is terminated prior to the end of the Term because (1) Program Participant terminates its participation in this Program, (2) Program Participant, prior to the end of the Commitment Period, fails to install, or removes without replacing, the Charging Equipment or Customer-Side of the Meter Infrastructure not owned by

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SCE; or (3) SCE terminates this Agreement due to Program Participant’s failure to comply with the terms and conditions of the Agreement or if any hazardous environmental conditions, safety, and/or security concerns exist, in accordance with Section 10.2. (Termination) hereof, the Program Participant shall pay (a) all costs actually incurred, or committed to be incurred, by SCE, as of the termination date, in connection with designing and deploying the Utility-Side Infrastructure at the Site; and (b) the Rebate Payment (if already paid). If the Charging Equipment or the UtilitySide Infrastructure, if applicable, are installed, the amount due to SCE for both (a) and (b) above will be prorated over a ten-year period, beginning from the In-Service Date of the Charging Equipment. SCE will invoice the Program Participant for such costs, and Program Participant shall pay such invoice within sixty (60) days of receipt.

11. Indemnification and Liability; No Representations or Warranties

11.1. Program Participant understands that SCE makes no representations regarding manufacturers, dealers, contractors, materials, or workmanship of the Charging Equipment or the Customer-Side of the Meter Infrastructure. Further, SCE makes no warranty, whether express or implied, including without limitation the implied warranties of merchantability and fitness for any particular purpose, use, or application of the products and services under the Program. Program Participant agrees that SCE has no liability whatsoever concerning (1) the quality, safety, or installation of such products, including their fitness for any purpose, (2) the workmanship of any third parties, (3) the installation or use of the products. Program Participant hereby waives any and all claims against SCE, its parent companies, directors, officers, employees, or agents, arising out of activities conducted by or on behalf of SCE under the Program. Without limiting the generality of the foregoing, SCE shall not be liable hereunder for any indirect, incidental, consequential, exemplary, reliance, punitive, lost profits, or other business interruption damages, or special damages, including damages for loss of use, by statute, in tort or contract or otherwise.

11.2. Indemnification of SCE: To the fullest extent permitted by law, Program Participant shall indemnify, defend, hold harmless, and release SCE, and its parent company, subsidiaries, affiliates, and their respective shareholders, officers, directors, employees, agents, representatives,

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successors, and assigns (collectively, the “Indemnified Parties”), from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, costs, or expenses, including without limitation reasonable attorneys’ fees (a “Claim”), resulting from (a) any breach of the representations, warranties, covenants, or obligations of Program Participant under this Agreement, (b) any act or omission of Program Participant, whether based upon Program Participant’s negligence, strict liability, or otherwise, in connection with the performance of this Agreement, or (c) any third-party claims of any kind, whether based upon negligence, strict liability, or otherwise, arising out of or connected in any way to Program Participant’s performance or nonperformance under this Agreement; or (d) from any harm or cost, known or unknown, associated with any hazardous materials, conditions, or site contamination, including, but not limited to, harm to SCE personnel, third parties, or customer applicant’s employees, contractors, agents, and assigns. This indemnification obligation shall not apply to the extent that such injury, loss, or damage is caused by the sole negligence or willful misconduct of SCE.

11.3. Responsibility for Repairs: If Program Participant’s Customer-Side of the Meter Infrastructure, Charging Equipment, or any other equipment owned by Customer or owner of the Site damages SCE-owned Infrastructure, Program Participant will be responsible for any costs associated with making any necessary repairs. If SCE identifies an improper installation of any of the equipment listed in the prior sentence, Program Participant agrees to pay for and be responsible for making any necessary corrections in the manner requested by SCE.

11.4. Defense of Claim: If any Claim is brought against the Indemnified Parties, Program Participant shall assume the defense of such Claim, with counsel reasonably acceptable to the Indemnified Parties, unless in the opinion of counsel for the Indemnified Parties a conflict of interest between the Indemnified Parties and Program Participant may exist with respect to such Claim. If a conflict precludes Program Participant from assuming the defense, then Program Participant shall reimburse the Indemnified Parties on a monthly basis for the Indemnified Parties’ defense costs through separate counsel of the Indemnified Parties’ choice. If Program Participant assumes the defense of the Indemnified

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Parties with acceptable counsel, the Indemnified Parties, at their sole option and expense, may participate in the defense with counsel of their own choice without relieving Program Participant of any of its obligations hereunder.

12. Miscellaneous

12.1. This Agreement shall be subject to such changes or modifications by the Public Utilities Commission of the State of California, as said Commission may, from time to time, direct in the exercise of its jurisdiction. All applicable SCE tariffs apply to service provided pursuant to this Agreement including, but not limited to, the applicable provisions of SCE’s Charge Ready Program (CRP) Tariff Schedule filed with the California Public Utilities Commission, with the following exceptions:

Rules 15 and 16. Distribution Line and Service Extensions: Because SCE will design and install the Utility-Side Infrastructure at no cost to Program Participant, sections in Rules 15 and 16 that address customers’ responsibilities or options related to the Utility-Side Infrastructure are not applicable to Program Participants while participating in the Charge Ready DCFC Program. This may include, but is not limited to, allowances, contributions or advances, payments, refunds, and design and installation options. This exception does not apply to certain responsibilities found in Rule 16, such as, but not limited to, Section A.10, providing rights of way or easements; Section A.11, providing access to the location; and Section D.1, providing a clear route for the Service Extension.

12.2. Survival: Program Participant’s obligation to pay Termination Costs and to indemnify the Indemnified Parties shall survive the expiration or termination of this Agreement.

12.3. Assignment: Program Participant shall not assign this Agreement without the prior written consent of SCE; to be granted or denied in SCE’s sole discretion. Any assignment and assumption shall be in a form acceptable to SCE, in SCE’s sole discretion.

12.4. Should a conflict exist between the DCFC Program Guide and this Agreement, then this Agreement shall control with respect to such conflict.

12.5. The payee should consult its tax advisor concerning the taxability of the Rebate Payment.

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This Agreement can be signed electronically. If wet signature required, this Agreement can be downloaded and signed. Following signature, the Program Participant can upload the completed Agreement. SCE will verify for completeness and accuracy and will execute the Agreement and reserve funding accordingly.

AGREEMENT BY PROGRAM PARTICIPANT
By signing this document, you represent that the information provided in this Agreement is true, accurate and complete, and that you will comply with the terms and conditions set forth in this Agreement. You also represent and warrant that you are a duly authorized representative of Program Participant with the requisite authority to enter into this Agreement. For federal government Program Participants, you must be a Contracting Officer authorized to enter into this Agreement.

Name of Program Participant: IRWINDALE, CITY OF
______________________________________________
Name of Program Participant Representative:
______________________________________________
Title of Program Participant Representative:
_______________________________________________
I certify that the information provided is accurate and complete and that I have authority to sign this Agreement on behalf of Applicant.

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Signature:
_____________________________________
Date:
_________________________________________
AGREEMENT BY PROPERTY OWNER (If Program Participant is the Property Owner, no separate signature is required.)
By signing this document, you represent and warrant that you are a duly authorized representative of the owner of the property on which the Site is located and that you have the requisite authority to consent to the use of the property in the manner set forth in this Agreement. You also represent that Property Owner hereby approves the installation and operation of the Utility-Side Infrastructure and the Charging Equipment, as well as any other necessary equipment to deploy the Charging Equipment pursuant to the Program as described in this Agreement. You further agree to execute the Easement Agreement (see Appendix A link) within thirty (30) calendar days after Easement Agreement is provided by SCE.

Name of Property Owner Representative:
___________________________________________
Title of Property Owner Representative:
___________________________________________
I certify that I have authority to sign this Agreement on behalf of the Property Owner.

Signature:
______________________________________
Date:
___________________________________________
Endnotes

Item #13.A.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Consideration of Appointment of Two (2) Business Representatives to the ICF Board of Directors
City Manager's Recommendation:

That the City Council adopt Resolution No. 2025-56-3644 entitled, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE APPOINTING TWO IRWINDALE BUSINESS REPRESENTATIVES TO THE IRWINDALE COMMUNITY FOUNDATION FOR TWO YEAR TERMS EXPIRING JUNE 30, 2027" or provide other direction to staff.

Administrative Action:

Submitted by:

Theresa Olivares, Assistant City Manager
Prepared by:

Laura Nieto, Chief Deputy City Clerk
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

On October 10, 2018, the City Council adopted Resolution No. 2018-72-3066 establishing a Non-Profit Community Foundation for the purpose of accepting and using funds donated to the City for community purposes.

On March 13, 2024, the City Council amended the Articles of Incorporation and Bylaws of the Irwindale Community Foundation to state that the Board of Directors (“Board”) shall be five (5) members, who

serve staggered terms of two (2) years, except that the length of the terms of each of the five (5) directors appointed in 2024 shall be staggered, as follows:
• The councilperson's term shall end on June 30, 2026;
• The two City residents' terms shall end on June 30, 2026; and • The two business representatives' terms, who shall not be employees, commissioners, or elected officials of the City of Irwindale, shall end on June 30, 2025.

Beginning in 2025, the terms of office for business representatives will be two years, expiring in odd numbered years.

On May 30, 2025, a letter was sent to all Irwindale businesses soliciting applications. The following Irwindale business representatives submitted applications for consideration of appointment to a twoyear term expiring June 30, 2027:
• Yuri Echaorre, Socal Golden Care Home Health
• Steven Hillgren, Kearny Real Estate Company
At the June 25, 2025 City Council meeting, staff was directed to extend the application period through Monday, July 14th. One additional application was received:
• George Silva, Rize Credit Union
All directors of the Board shall be appointed by a majority vote of the City Council, and all vacancies on the Board shall be filled by appointment by a majority vote of the City Council.

Directors of the Board may be removed with or without cause by a majority vote of the City Council. It would now be appropriate for the City Council to appoint two (2) Irwindale Business Representatives to the Irwindale Community Foundation for terms expiring June 30, 2027, or provide other direction to staff.

Fiscal Impact:

There is no fiscal impact associated with this action.

Attachments:

1. Resolution No. 2025-56-3644 ICF Appointments, Business Representatives

2. ICF Business Application - Echaorre, Yuji

3. ICF Business Application - Hillgren, Steven

4. ICF Business Application - Silva, George

Resolution No. 2025-56-3644

RESOLUTION NO. 2024-56-3644

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

APPOINTING TWO IRWINDALE BUSINESS REPRESENTATIVES TO THE

IRWINDALE COMMUNITY FOUNDATION FOR TWO YEAR TERMS
EXPIRING JUNE 30, 2027
WHEREAS, on October 10, 2018, the City Council adopted Resolution No. 2018-72-3066 establishing a Non-Profit Community Foundation for the purpose of accepting and using funds donated to the City for community purposes; and WHEREAS, on February 13, 2019, the City Council approved the Articles of Incorporation and the Bylaws of the Irwindale Community Foundation that states the board of directors (“Board”) shall be five (5) members, who serve staggered terms of two (2) years, and shall be composed of the following: one sitting member of the Irwindale City Council; two (2) residents of the City of Irwindale, who shall not be employees, commissioners, or elected officials of the City of Irwindale and two (2) representatives of businesses located in the City of Irwindale, who shall not be employees, commissioners, or elected officials of the City of Irwindale; and WHEREAS, on March 13, 2024, the City Council amended the Articles of Incorporation and Bylaws of the Irwindale Community Foundation to state the board of directors (“Board”) shall be five (5) members, who serve staggered terms of two (2) years, except that the length of the terms of each of the five (5) directors appointed in 2024 shall be staggered, as follows:
• The councilperson's term shall end on June 30, 2026;
• The two City residents' terms shall end on June 30, 2026; and • The two business representatives' terms, who shall not be employees, commissioners, or elected officials of the City of Irwindale, shall end on June 30, 2025
WHEREAS, on May 30, 2025, a mailer was sent to all Irwindale Businesses soliciting applications for the Irwindale Business Representative vacancies in accordance with the requirements of the Maddy Act (Gov’t Code § 54970, et seq.); and
WHEREAS, two (2) individuals representing Irwindale Businesses submitted applications for consideration of appointment to the Board by the deadline of June 18, 2025; and
WHEREAS, at the City Council meeting of June 25, 2025, the City Council directed staff to extend the deadline for applications to Monday, July 14, 2025; and WHEREAS, one (1) additional application was received before the extended deadline; and

Resolution No. 2025-56-3644

WHEREAS, all directors of the Board shall be appointed by a majority vote of the City Council, and all vacancies on the board shall be filled by appointment by a majority vote of the City Council. Directors of the Board may be removed with or without cause by a majority vote of the City Council; and WHEREAS, it would now be appropriate for the City Council to make two (2) appointments to the Irwindale Community Foundation Board for two-year terms expiring June 30, 2027.

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

Section 1. Pursuant to bylaws of the Irwindale Community Foundation, two (2) directors shall be appointed for two (2) year-terms, as follows:

The term of two Irwindale Business Representatives shall end on June 30, 2027:
_______________________________
________________________________
Section 2. The Chief Deputy City Clerk shall certify to the adoption of this Resolution and shall transmit a certified copy thereof to the newly appointed members.

PASSED, APPROVED, and ADOPTED this ______ day of ______2025. __________________________
Larry G. Burrola, Mayor
ATTEST:
_____________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

Resolution No. 2024-50-3527

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 Resolution No. 2025-56-3644 was adopted at an regular meeting of the Irwindale City Council held on the ____ day of ______2025, by the following vote of the Council:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:
_________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk


____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ See attached

APPLICATION FOR APPOINTMENT

TO IRWINDALE COMMUNITY FOUNDATION
Are you applying as a
Resident
Representative of a Business
Name of Business: Kearny Real Estate Company
Position: Vice President
Name:

Address:

Occupation:

Employer:

Address:

Steven Hillgren
Real Estate Development
Kearny Real Estate Company
11150 Santa Monica Blvd, Suite 300
Home Phone: ( Business Phone: (949) 246 -2816
Years in Irwindale: 5 Registered Voter? Yes (not in Irwindale) Educational background / degree: Georgetown University - Business and Theology Licenses or Special Certificates:

List any Irwindale, Los Angeles County, or other City committee, board or commission on which you presently serve or have served, and the year served. Chair- Irwindale Chamber of Commerce Please answer the following questions completely
What are your reasons for wanting to serve on the Irwindale Community Foundation? (Use additional paper, if necessary.)
x

_____________________________
____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Application for Appointment Page 2
To Irwindale Community Foundation
Why do you feel that you would make a good Foundation Member? (Use additional paper, if necessary.) Have you applied for any City Board or Commission before? Yes X No If so, which one? ICF Board in 2024/2025
Abilities, experiences, and interest which you believe would contribute to your participation in municipal non-profit organization:

PLEASE INCLUDE A RESUME, IF AVAILABLE
Signature: _ Date: June 18, 2025
ALL DATA SUPPLIED ON THIS APPLICATION IS CONSIDERED PUBLIC INFORMATION.

Return application to: Irwindale Community Foundation
Laura Nieto, Secretary
5050 N. Irwindale Avenue
Irwindale, CA 91706
[email protected]
DEADLINE TO SUBMIT COMPLETED APPLICATION IS WEDNESDAY, JUNE 18, 2025 AT 6:00 P.M.

Please contact the Board Secretary at 626-430-2202 if you have any questions.

See attached
See attached

Steven Hillgren – Question/Answers
What are your reasons for wanting to serve on the Irwindale Community Foundation? (Use additional paper, if necessary.)
• I served on the ICF Board in 2024-2025. I’ve sincerely enjoyed the opportunity to represent the Business community and Irwindale community. Going forward, the ICF is faced with an opportunity to rethink how they raise new funds. I hope that I can be a connector between the business community, and create opportunities for the Business community to be more involved with the ICF. Also, having served on the board, it is important to me that the resources that the ICF has, are thoughtfully invested and distributed where they are needed most in the community.

Why do you feel that you would make a good Foundation Member? (Use additional paper, if necessary.)
• I’ve served as an Irwindale Chamber of Commerce board member for the past three years and am currently the Board Chair. I enjoy collaborating with other business leaders. I’m comfortable sharing ideas and debating in a board setting. My background in finance (7 years in banking – Sunwest Bank and Wells Fargo) and real estate development (7 years - Kearny) can provide valuable analytical, design, and space planning support.

Abilities, experiences, and interest which you believe would contribute to your participation in municipal non-profit organization:
• I have been involved in the Irwindale community for the past 5 years working on the remediation of the former Nu-Way landfill (Irwindale Gateway). It has been exciting to see a blighted site transform into something usable that will one day benefit the City. My experience in the business community offers a valuable connection to collaborate, support, and enhance community spaces for the betterment of Irwindale residents. Most importantly (I think), is my experience as a father, and knowing the importance of providing community to our children. Being involved in safeguarding what the ICF provides to the Irwindale community is an honor to be a part of.

Item #13.B.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Irwindale Municipal Code Section 17.13.120 (Recreational Vehicle Parking on Residential Property)
City Manager's Recommendation:

That the Irwindale City Council discuss and provide direction to staff regarding the parking of recreational vehicles on residential property.

Administrative Action:

Submitted by:

Marilyn Simpson, AICP, Community Development Director
Prepared by:

Jeff Tyler, Associate Planner Electronically Approved
Reviewed by:

Adrian R. Guerra, City Attorney
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

Irwindale Municipal Code Section 17.13.120 Parking and Storage of Commercial and Recreational Vehicles addresses the parking of recreational vehicles on private property. The current code states that recreational vehicles parked on residential lots may not be parked in a required setback adjacent

to a public street. The typical setback for a residential property is 20'. On July 9, 2025, the Irwindale City Council directed staff to provide illustrations for recreational vehicle parking on private property.

The attached images illustrate the parking of a recreational vehicle on public property (corner lot and interior lot) with a 5' setback, 10' setback, and 20' setback. This matter has been placed on the agenda for the City Council to discuss and provide direction.

Fiscal Impact:

None
Attachments:

1. Recreation Vehicle Parking - Corner Lot

2. Recreation Vehicle Parking - Interior Lot

3. IMC 17.13.120 Parking and Storage of Commercial and Recreational Vehicles

RV Parking Setbacks in Irwindale
= 5’ Setback = 10’ Setback = 20’ Setback

RV Parking Setbacks in Irwindale
= 5’ Setback = 10’ Setback = 20’ Setback

Irwindale Title 17: Site Planning and General Development Standards Chapter 17.13 123 April 2024

17.13.120 Parking and Storage of Commercial and Recreational Vehicles The parking and storage of commercial and recreational vehicles on private property is subject to the following standards.

A. Commercial Vehicles and Equipment.

1. Commercial Vehicles.Commercial vehicles, including any self-propelled vehicle over 10,000 pounds gross vehicle rating and/or having more than two axles and possessing a commercial license plate, shall not be parked or stored in any residential zone or any street adjoining a residential zone.

B. Trailers and Equipment. Trailers or equipment used for commercial purposes shall be stored within an enclosed building or screened from adjacent properties.

C. Recreational Vehicles.

1. Location. Recreational vehicles parked on residential lots which were of record on or before the adoption of this Chapter, must be parked at least five feet from the sidewalk, street rightof-way or property line, whichever is farther. Recreation vehicles parked on residential lots created after the adoption of this Chapter, may not be parked in a required setback adjacent to a public street.

2. Paving and Surfacing.
a. Total Area of Surfacing. No more than 350 square feet of paved or improved surfaces shall be allowed for the parking or storage of recreational vehicles in any Residential Zone.
b. Surfacing for Parking in Front Yards. Recreational vehicles located within front yards shall be parked on a paved surface or similar material in accordance with the provisions of this section and the Irwindale Zoning Code. c. Surfacing for Parking in Side or Rear Yard. Recreational vehicles located within side or rear yards shall be parked on a paved or improved surface, which may include pavement or turf stones. All surfaces shall be kept clear of weeds, debris, mud, and vehicle fluids that contaminate soil or groundwater.

3. Secondary Driveway. A secondary driveway for recreational vehicles may be allowed on corner lots outside of the vision triangle of the intersection, with the approval of an encroachment permit from the Public Works/Engineering Department. Paving strips may be used on thedriveway.

Irwindale Title 17: Site Planning and General Development Standards Chapter 17.13 124 April 2024
Figure 17.13.120: Secondary Driveways

4. Registration. The recreational vehicle shall have a current and valid registration displayed.

5. Dwelling Use Prohibited. No recreational vehicle shall be used for dwelling purposes on any site.

6. Fluid Collection Systems. Drip pans or other fluid collection systems shall be used on any recreational vehicle that shows evidence of leakyfluids.

17.13.130 Refuse/Trash Collection Areas
A. General Requirements.

1. In accordance with the California Solid Waste Reuse and Recycling Access Act of 1991 (Public Resources Code Sections 42900 through 42911), any project for which an application for a building permit is submitted after the effective date of this ordinance, shall include adequate, accessible areas for collecting and loading refuse and recyclable materials. These regulations apply to refuse and recycling areas not accessible to the public, and which are used exclusively by the tenants/owners of the development site.

2. In accordance with the California Waste Management Act of 1989 (Public Resources Code Sections 40050 through 40063) and the City of Irwindale Municipal Code Chapter 8.20 (Solid Waste Collection), areas for recycling shall be adequate in capacity, number, and distribution to serve the development where the project occurs. These areas shall be located within, or as close as possible to, planned or existing exterior collection areas/enclosures.

B. Applicability. The provisions of this Section apply to all development except as follows.

1. Any project for which a building permit is not required from the City Building Department;

2. All commercial and multi-unit activity thatrequires only an over-the-counter permit;

3. All permits not related to the interior improvement of the building excluding new structures; and

Item #13.C.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Updated Recreational Vehicle Ordinance (Recreational Vehicle Parking on Public Property) City Manager's Recommendation:

That the City Council review the updated Draft Recreational Vehicle Ordinance and provide direction Administrative Action:

Submitted / Prepared by:

Theresa Olivares, Assistant City Manager
Reviewed by:

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

Julian A. Miranda, City Manager
Background and Analysis:

On July 9, 2025, a draft Recreational Vehicle Ordinance was presented to the Irwindale City Council.

Staff requests the following direction from Council:

1. Approve the redline changes to the draft ordinance.

2. Determine the effective date of the Ordinance.

3. Establish the RV Permit Fee and RV Temporary Guest Permit Fee.

Changes to Draft Ordinance
The following changes have been made to the draft ordinance:

1. The Recreational Vehicle (RV) parking permit allows a resident to park an RV in front of his / her residence for 72-hours to allow for preparing for a trip, or unloading, cleaning or preparing an RV after a trip. The previous draft stated 24-hours. Additionally, this section has been clarified to allow a resident to park 72-hours to prepare for a trip and an additional 72-hours to unload from a trip.

2. The out-of-town visitor RV parking permit is limited to 10 consecutive days per month and 30- days per calendar year, per residential address. The previous draft stated 7 consecutive days.

3. The maximum number of permits allowed per calendar year per residence is twelve (12). This is inclusive of temporary RV parking permits and RV Temporary Guest Permits. Previously, each person was limited to two (2) permits per calendar month for temporary RV parking permits.

Ordinance Effective Date
Should the City Council approve the draft ordinance and direct staff to proceed to scheduling the public hearing, the 1st reading of the ordinance would be scheduled for August 27, 2025, and the 2nd reading would be scheduled for September 10, 2025. Generally, the ordinance would become effective on the 31st day following adoption, which would be October 11, 2025.

Council may elect an alternative effective date for the ordinance, such as:
• 60 days or November 9, 2025
• 90 days or December 9, 2025
• 120 days or January 8, 2026
• 150 days or February 7, 2026
• 180 days or March 9, 2026
Fees
The application process and permit issuance will be administered by the police department. The fees for the RV Permit and the RV Temporary Guest Permit will be established by resolution. Staff recommends a fee of $5 for the RV Permit and $20 for the RV Temporary Guest Permit.

Fiscal Impact:

None
Attachments:

1. Revised Draft RV Parking Ordinance

01005.0001 2014182.2
ORDINANCE NO. XXX
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ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE,

CALIFORNIA, AMENDING CHAPTER XXX OF THE CITY OF

IRWINDALE MUNICIPAL CODE, RELATING TO PARKING, STOPPING AND STANDING OF RECREATIONAL VEHICLES; ESTABLISHMENT

OF CITY RECREATIONAL VEHICLE PARKING PERMITS
WHEREAS, California Vehicle Code Sections 22507 and 22507.5 empower cities to regulate vehicular parking within their jurisdictions; and WHEREAS, the City of Irwindale (“City”), in recent years, has experienced an increase of Recreational Vehicle (hereafter "RV") parking within both commercial and residential areas of the City; and
WHEREAS, this increase in RV parking activity has created public health and safety concerns and has reduced the City's available parking spaces; and WHEREAS, to minimize these health and safety and parking concerns, the City proposes an ordinance prohibiting the parking of RVs on non-residential streets, and the requirement of a City-issued Resident and/or "Out-of-Town" Visitor RV parking permit for residential streets of the City.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE DOES ORDAIN AS FOLLOWS:

SECTION 1. Recitals. The City Council finds that the above Recitals are true and correct and are incorporated herein by reference.

SECTION 2. Adoption of Code. A new section XXXX of Chapter XXX of Title XX of the Irwindale Municipal Code is hereby added to read as follows:
“XXXX. Purpose.

The purpose of this chapter is to mitigate the public health and safety concerns associated with the parking of recreational vehicles, increase the availability of parking for City residents, businesses and visitors and preserve the character of neighborhoods to benefit the health, safety and welfare of City residents.

XXXX. Definitions.

For the purpose of the provisions of this chapter, the following words and phrases shall be construed to have the following meanings, unless it is apparent from the context that a different meaning is intended:

A. "Recreational Vehicle" or "RV" means a motorhome, travel trailer, truck camper, camping trailer, or other vehicle or trailer, with or without motor power, designed or altered for human habitation for recreational, emergency or other human occupancy. or any structure inspected, approved and designated as a Recreational Vehicle by, and bearing the insignia of, the State of California or any other state or federal

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agency having the authority to approve Recreational Vehicles. "Recreational vehicle" shall include, without limitation, any of the following: a "camp trailer," as defined by California Vehicle Code Section 242; a "fifth wheel travel trailer " as defined by California Vehicle Code Section 324; a "house car" as defined in California Vehicle Code Section 362; a "trailer" as defined in California Vehicle Code Section 630; a "trailer coach" as defined in California Vehicle Code Section 635; a “mobile home,” as defined by California Vehicle Code Section 396; a boat, watercraft and/or trailer for a boat or watercraft ; a "park trailer" as defined in California Health & Safety Code Section 18009.3; a "Recreational Vehicle" as defined in California Health & Safety Code Section 18010 and a "truck camper" as defined in California Health & Safety Code Section 18013.4.

B. "Resident" means a person who customarily resides and maintains a place of abode or who owns land within the City. It shall not mean a person who maintains an address at a mailbox drop or who rents a room which is not his or her primary place of abode nor shall it mean a person who maintains only a post office box unless that person also provides valid and verifiable evidence of residence, such as a utility bill/contract, and federal or state government-issued identification, at a street address within the City.

C. "Out-of-town visitor" means any natural person who does not reside in the City who is temporarily visiting as a guest of a resident of the City and who has applied for a temporary RV parking permit.

D. "RV temporary Guest Permit" means a limited duration parking permit for a Recreational Vehicle belonging to an out-of-town visitor issued by the City Manager of his/her designee in accordance with the provisions of this chapter.

XXXX. Permit required.

No person shall park, stop or leave standing for any period of time exceeding two (2) hours any Recreational Vehicle on any public street, highway or alley or public property or private commercial property other than automotive service facilities, within the City at any time.

Recreational Vehicles shall not park within any residential zones of the City except pursuant to a temporary RV parking permit issued by the City Manager, or his/her designee, pursuant to this chapter.

XXXX. Temporary RV parking permit issuance; application; fees.

A. Purpose. The purpose of the temporary RV parking permit is to allow users and owners of Recreational Vehicles to temporarily park adjacent to their residences to load, unload, clean and maintain their Recreational Vehicles and to allow out-of-town visitors to park their Recreational Vehicles in front of the residence in which they are visiting for a limited period of time. Persons holding a valid temporary RV permit issued pursuant to this chapter may park the RV, provided the RV is parked along the curb line within the same block as the residence listed in the application for which the permit is issued, and the permit is valid. If the residence is located on a comer, then the permit holder may park along the curb line of either of the streets on the block on which the residence is located.

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B. Issuance of Permit. Subject to the requirements set forth in this chapter, the City Manager or his/her designee may issue temporary RV parking permits upon receipt and approval of an application on a form established by the City.

1. Any resident may obtain a temporary RV parking permit authorizing him or her to park a Recreational Vehicle in front of his or her residence.

2. Any out-of-town visitor may obtain a RV temporary Guest Permit authorizing that visitor to park a Recreational Vehicle in front of the residence they are visiting.

3. Any RV temporary Guest Permit shall only be considered by the City Manager or his/her designee, upon the written and/or verbal verification and confirmation of the visited resident and resident's address.

C. Application. The City shall establish a temporary RV parking permit application and may promulgate administrative regulations regarding the issuance of such permits.

D. Every person desiring a temporary RV permit shall file an application containing the following:

1. The name, residential address, phone number, and email address of the Irwindale resident applying for the permit or hosting guest (if applicable).

2. The name, address, phone number, and e-mail address of the applicant for the permit.

3. The name, address, phone number, and e-mail address of the registered owner or renter of the RV.

4. Proof that the applicant is a City of Irwindale Resident. Acceptable proof of residency must be current and must include either a California driver's license or California identification card, property tax bill, or public utility bill, or a current residential rental or lease agreement.

5. Proof of current vehicle registration from the California Department of Motor Vehicles or equivalent agency from another state, and the Recreational Vehicle shall not be in a Planned Nonoperation Filing( PNO) status.

6. The vehicle license number, license state, make, model, year, color, and vehicle length, width, and height.

7. The dates for which the permit is requested.

8. Payment of a permit fee, which shall be established by resolution of the City Council.

9. Such other information as the City deems necessary for the administration or enforcement of this chapter.

E. Fees. Any person applying for a temporary RV parking permit shall pay a fee in such amount as may be established by resolution of the City Council to recover the costs of processing such permits.

XXXX. Temporary RV parking permit requirements.

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A. Residential Zones. Temporary RV parking shall only be permitted in residential zones of the City.

B. Description of Permit; Display. The temporary RV parking permit shall include the license number of the vehicle authorized to be parked, the date of issuance and the date and time through which the temporary parking permit is valid. Such permit shall be placed in the vehicle in such a manner as to be clearly visible to law enforcement personnel and City 's code/parking enforcement officers.

C. Non-Transferable. The temporary RV parking permit shall be non-transferable and shall only be valid for the vehicle, date(s) and location specified on the permit.

D. Duration.

1. A temporary RV parking permit issued to a resident shall be valid for two (2) seventy-two (72)twenty-four (24) hour periods. The first 72-hours to allow the resident to prepare for a trip, and the second 72-hours to allow the resident to unload from a trip. A permit shall only be allowable for owners who are preparing for a trip or who are unloading, cleaning or repairing a Recreational Vehicle after a trip.

2. An RV temporary Guest Permit issued to an out-of-town visitor shall be valid for no more than ten (10)seven (7) consecutive days.

E. Restriction on Number of Permits.

1. Each person may be issued no more than twelve (12)two (2) temporary RV parking permits per calendar yearmonth.

2. RV temporary Guest Permits issued to out-of-town visitors shall not exceed ten (10)seven (7) consecutive days per month and thirty (30)twenty-one (21) days per calendar year, per residential address.

3. No more than one temporary RV parking permit, whether issued to a resident or an out-of-town visitor, shall be issued per residential address at any given time.

F. Parking Restrictions. Temporary RV parking permits shall be subject to the following restrictions regarding where RVs may be parked when a permit is issued:

1. The permitee may only stop, park or leave standing his/her Recreational Vehicle directly in front of, or, if the property is a corner lot, on the side of, the residential address specified on the temporary RV parking permit. If the Recreational Vehicle is not parked directly in front of, or on the side of as set forth herein, such residence, the Recreational Vehicle will be subject to citation, towing or both.

2. The permittee shall not stop, park or leave standing his or her RV within ten feet from the beginning of the apron of any driveway, except at the address specified on the temporary RV parking permit, provided that the driveway is not shared

01005.0001 2014182.2
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with another residence or business.

3. The permitee shall not stop, park or leave standing his or her RV within twenty feet of any intersection.

4. The permittee shall not store the Recreational Vehicle with open slide outs, and it shall not be inhabited at any time unless it is being actively cleaned, repaired, loaded or unloaded.

5. A Recreational Vehicle and/or boat parked on the roadway shall have traffic cones of no less than 12 inches in height placed on the roadway, within 5 inches from the front and rear corners of the Recreational Vehicle and/or boat that protrude furthest into the roadway.

6. The Recreational Vehicle and/or boat must be operable and shall not be stored in a dismantled state, or with severe damage.

7. Nothing in this Ordinance is designed to prevent any resident or individual who uses an RV to travel to the City of Irwindale to receive necessary care or medical services or to engage in any otherwise lawful business or activity.

G. Removal. Any Recreational Vehicle in violation of this chapter may be removed by any member of the City’s police department subject to the requirements of the United States and California Constitutions, and Division 11, Chapter 10 of the California Vehicle Code Sections 22650 et seq., and stored the same in any parking lot or storage yard or garage in compliance with all applicable laws until such time as vehicle is claimed by the registered owner or his/her designated representative. The cost of removing and storing the vehicle shall be borne by the registered owner.

XXXX. Prohibited activities.

No person shall:

A. Use slide outs, pop outs or other appurtenances on a Recreational Vehicle that encroach on or into the roadway, parkway and/or sidewalk in such a manner as to interfere with the path of safe travel of vehicles and/or pedestrians.

B. Open or partially open any awnings on a Recreational Vehicle in such a manner as to interfere with the path of safe travel of vehicles and/or pedestrians.

C. Cause or permit any utility connections, electrical cords, extension cords, hoses or cables, or other items to cross over, above, on or across any public right of way, parkway, pathway, sidewalk from any residential or commercial property to a Recreational Vehicle parked on a public street, alley or highway.

D. Use power generators or other noise-generating equipment between the hours of 10:00 p.m. and 7:00 a.m. within or adjacent to a Recreational Vehicle.

E. Conduct any commercial activity that is visible from the exterior of an RV while an

01005.0001 2014182.2
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RV is parked on the public right-of-way.

F. Connect a Recreational Vehicle to the public sewer system or dump waste onto public or private land or into streets, gutters or storm drains, other than those that are lawfully designated, licensed and permitted Recreational Vehicle sanitary wastewater dump stations.

G. Knowingly allow any type of grease, oil, fuel, human waste or other harmful substance to leak or be emitted onto any public right-of-way.

H. Prevent the temporary use of the street corresponding to the residence for the cleaning, loading or other short-term needs, which process does not exceed five (5) hours.

The temporary use of power to allow for the operation of medical devices or other extenuating circumstances can be considered at the discretion of the City Manager, which shall not be unreasonably withheld.

XXXX. Restricted RV Areas
A. The Police Chief or designee is authorized to designate areas where the stopping, parking or standing of an Recreational Vehicle is prohibited regardless of whether a temporary RV parking permit or RV temporary Guest Permit is obtained as follows:

1. On any street, alley or highway adjacent to any private or public school, city park, or community center; or

2. On any street, alley or highway where the stopping, parking or sanding or a Recreational Vehicle would interfere with vehicular or pedestrian traffic or otherwise create a situation hazardous to the public health, safety or welfare.

B. The Traffic Engineer or designee is authorized to designate areas where the stopping, parking or standing of a Recreational Vehicle is prohibited regardless of whether a temporary RV parking permit or RV temporary Guest Permit is obtained as follows:

1. That portion of a city street within 20 feet of an intersection; or

2. Whenever the Traffic Engineer has caused lines or painted markings or otherwise designated upon the parkway, curb, sidewalk, roadway, driveway, parking lot, or street in such a manner as to identify individual parking spaces, if the parking of a Recreational Vehicle would cross any such line or marking, or occupy more than the single space designated by said markings.

C. The Police Chief or Traffic Engineer, as applicable, shall place or cause to be placed signs on such streets, alleys or highways giving notice of the parking restriction as set forth in paragraphs A or B of this Section.

XXXX. Violations; penalties.

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Any Recreational Vehicle parked in violation of this chapter shall be subject to citation, towing as authorized by California Vehicle Code Sections 22650 and 22651 or both, and revocation of any permit issued pursuant to this chapter. Any violation of Section XXXXX is punishable pursuant to Chapter XXX of this code.

XXXX. Revocation.

A. The City shall have the authority to revoke a temporary RV parking permit if the City makes any one of the following findings:

1. The Recreational Vehicle has fallen into a state of disrepair and has become a public nuisance, or a danger to pedestrians or other vehicles.

2. The Recreational Vehicle has become inoperable.

3. There have been at least three parking citations issued for the Recreational Vehicle associated with the temporary RV parking permit.

4. The applicant or the person whom the applicant is visiting is no a bona fide city resident.

5. The out-of-town guest is not a guest of the resident.

6. The permit applicant has provided information that was materially false.

7. There are public safety concerns relating to the parking of the RV on the street on which the parking would be provided, including but not limited to a street being too narrow to safely accommodate the Recreational Vehicle.

8. There has been a violation of this chapter.

B. To revoke a temporary RV parking permit, the City shall issue a notice of revocation in writing to the permittee specifying the basis for and the effective date of the revocation, which date shall be at least two (2) days after the date of the notice of revocation. To the extent a permit expires pursuant to its own terms before the effective date of such revocation, the City may use such revocation as a basis to deny a future application from the same permittee. The City's determination to revoke a temporary RV parking permit shall be final.

XXXX. Posting notice.

The City shall cause appropriate signs or markings giving notice of the restrictions provided for in this chapter, to be placed at all primary entrances to the City. Notice that a Recreational Vehicle is subject to removal for violation of this chapter shall also be provided.”
SECTION 3. CEQA Findings. The City Council finds that the Ordinance is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Code of Regulations CEQA Guidelines Section 15061(b)(3) in that it is no possibility it may have significant effect on the environment.

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SECTION 4. Clerical Errors. The City Council directs the Chief Deputy City Clerk to correct any clerical errors found in this Ordinance including, but not limited to, typographical errors, irregular numbering and incorrect section references.

SECTION 5. Severability. Should any section, subsection, clause, or provision of this Ordinance for any reason be held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining provisions of this Ordinance. The City Council hereby declares that it would have passed this ordinance, and each section, subsection, sentences, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared unconstitutional due to the writs of mandate issued by the Court.

SECTION 6. Effective Date. In accordance with California Government Code Section 36937, this Ordinance shall take effect and be in force thirty (30) days from passage and adoption.

SECTION 7. Certification and Publication. The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause this Ordinance to be published and posted as required by law.

PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Irwindale this xxth day of XXXX, 2025.
_____________________________
Larry G. Burrola, Mayor
ATTEST:
_____________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

01005.0001 2014182.2
ORDINANCE NO. XXX
PAGE 9 of 7

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 Ordinance No. XXX was adopted at a regular meeting of the City Council of the City of Irwindale held on XXXX XX, 2025, and was carried by the following roll-call vote of the Council:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

AFFIDAVIT OF POSTING
I, Laura M. Nieto, MMC, Chief Deputy City Clerk, certify that I caused a copy of Ordinance No. ___ adopted by the City Council of the City of Irwindale at its regular meeting held ________, 2025, to be posted at the City Hall, Library, and Post Office on __________, 2025.

Dated:

Laura M. Nieto, MMC
Chief Deputy City Clerk

Item #14.A.

Date: July 23, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Zone Change No. 03-2025 (El Nido Park)
City Manager's Recommendation:

ADOPT RESOLUTION NO. 2025-59-3647 ENTITLED, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE ADOPTING ZONE CHANGE NO. 03-2025 AND MODIFYING THE CITY OF IRWINDALE ZONING MAP TO 1) REZONE A PARCEL FROM A-1 (AGRICULTURAL) ZONE TO RP (RECREATION AND PARKS) ZONE LOCATED AT APN: 8417-002-921, AND FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (“CEQA”) PURSUANT TO CEQA GUIDELINES SECTION 15061(B)(3)”
Administrative Action:

Submitted by:

Marilyn Simpson, AICP, Community Development
Director
Prepared by:

Jarrod Palmer, Assistant Planner Electronically Approved Reviewed by:

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

Julian A. Miranda, City Manager
Background and Analysis:

BACKGROUND/HISTORY
These City-initiated proposals will revise the Zoning Map to reconcile inconsistencies and make appropriate changes to support the highest and best uses.

The Irwindale General Plan serves as the blueprint for future planning and development in the City. It indicates the City‘s vision for the future through the policies and plans that are designed to shape the physical development of the community. This General Plan acknowledges the City’s previous planning efforts, the established land use patterns in the community, and adopted development policy. The Zoning Code, Map, and related zoning designations are required to be consistent with the General Plan. Staff proposes to update the Zoning Map for consistency between the appropriate classifications.

This issue was discovered during a zoning map “clean-up” in November 2018. Since then, Planning Staff has received multiple applications that require General Plan Amendments. Zoning is one of the primary means of implementing the General Plan. The success of a General Plan rests upon the effectiveness of the Zoning Code and Map. Additionally, there should be consistency between the General Plan and Zoning as a common-sense approach to planning and transparency.

TIMELINE
On April 24, 2025, Staff opened applications to rezone Jardin de Roca Park, El Nido Park, and The Little Park.

On May 28, 2025, the property owners within 500 feet of the subject properties were notified by mail.

The public notice was also published in the newspaper the day prior. This timing met the minimum public notification requirement of 20 days prior to the meeting.

On June 18, 2025, Staff recommended that the Planning Commission adopt Resolution No. 848(25) recommending that the City Council approve Zone Change No. 02-2025, Resolution No. 849(25) recommending that the City Council approve Zone Change No. 03-2025, Resolution No. 850(25) recommending that the City Council approve General Plan Amendment No. 02-2025, and Resolution No. 851(25) recommending that the City Council approve Zone Change No. 04-2025.

PLANNING COMMISSION ACTION
On June 18, 2025, the Planning Commission heard the proposed Zone Changes and General Plan Amendment items and unanimously approved the items, recommending that the City Council approve Zone Change No. 02-2025, Zone Change No. 03-2025, General Plan Amendment No. 02-2025, and Zone Change No. 04-2025.

On June 26, 2025, the property owners within 500 feet of the subject property were notified by mail of the City Council hearing. The public notice was posted in the four (4) designated public places (City Hall, Community Development Department, Library, and Post Office) on June 26, 2025 and also published in the newspaper on June 25, 2025. This timing met the minimum public notification requirement of 10 days prior to the meeting.

On July 9, 2025, the City Council heard several of the proposed Zone Changes and General Plan Amendment items and unanimously approved several of the items, including Zone Change No. 02- 2025, General Plan Amendment No. 02-2025, and Zone Change No. 04-2025.

There was not a quorum for Zone Change No. 03-2025 and the item was rescheduled for a date uncertain.

On July 10, 2025, the property owners within 500 feet of the subject property were notified by mail of the City Council hearing. The public notice was posted in the four (4) designated public places (City Hall, Community Development Department, Library, and Post Office) on July 17, 2025 and also published in the newspaper on July 16, 2025. This timing met the minimum public notification requirement of 10 days prior to the meeting.

LOCATION AND SITE HISTORY
proposed Zone Change No. 03-2025 to Rezone a select Parcel from A-1 (Agricultural) Zone to rp (recreation & parks) zone LOCATED AT:

EL NIDO PARK, (APN 8417-002-921).

The property listed is currently developed as the El Nido Park, and the General Plan designates this property as a Park. However, the City’s Zoning Map was not updated. The proposed Zone Change from A-1 (Agricultural) to RP (Recreation & Parks) would be consistent with current use and the existing Parks General Plan designation.

ZONING
The proposed changes to the Zoning Map will remedy the existing inconsistencies and nonconformities. The map will be updated to reflect the proposed changes.

ENVIRONMENTAL REVIEW
Pursuant to the authority and criteria contained in the California Environmental Quality Act (CEQA) of 1970, as amended, and the City of Irwindale environmental guidelines, the Project has been determined to qualify for a general rule exemption pursuant to CEQA Section 15061(b)(3) in that it can be seen with certainty that there is no possibility that the General Plan Amendment or Zone Changes, by themselves, will have a significant effect on the environment. However, any proposed physical development will undergo its own CEQA review when the entitlement is considered.

CONCLUSION/RECOMMENDATION
Staff recommends that the City Council take the following action:

1. Adopt Resolution No. 2025-59-3647 approving Zone Change No. 03-2025 and find the project exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines, section 15061(b)(3).

Fiscal Impact:

FISCAL IMPACT
There is no cost with the City Council approval of the Zone Change.

Attachments:

1. Resolution No. 2025-59-3647 ZC No. 03-2025

2. Exhibit "B"

3. PC Staff Report ZC No. 03-2025

4. Signed Resolution No. 849(25)

CC Resolution No. 2025-59-3647
Zone Change No. 03-2025

ATTACHMENT “A”
RESOLUTION NO. 2025-59-3647

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE ADOPTING ZONE CHANGE NO. 03-2025 AND MODIFYING THE CITY OF IRWINDALE ZONING MAP TO 1) REZONE A PARCEL FROM A-1 (AGRICULTURAL) ZONE TO RP (RECREATION AND PARKS) ZONE LOCATED AT APN: 8417-002-921, AND FINDING

THE PROJECT EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (“CEQA”) PURSUANT TO CEQA GUIDELINES SECTION 15061(B)(3) A. RECITALS.
(i) The City of Irwindale, 5050 Irwindale Avenue, Irwindale, CA 91706, acting as the Applicant, has initiated the request for a Zone Change (Zone Change No. 03-2025) to reconcile inconsistencies on the City’s Zoning Map and make appropriate changes to support the highest and best use and modify the Zoning Map to reflect the updated zoning designation at the above referenced property; and
(ii) Chapter 17.35 (Amendments to the General Plan, General Plan Map, Zoning Code and Zoning Map) of the Irwindale Municipal Code allows for changes to the classification of property whenever the public necessity, convenience, general welfare, or good practice justify such amendment, consistent with the General Plan; and
(iii) The Planning Commission has considered proposed Zone Change No. 03- 2025, an amendment to the Zoning Map designation for one (1) parcel of land located at the above referenced location; and
(iv) Pursuant to the authority and criteria contained in the California Environmental Quality Act (CEQA) of 1970, as amended, and the City of Irwindale environmental guidelines, the Project has been determined to qualify for a General Rule exemption pursuant to CEQA Section 15061(b)(3) in that it can be seen with certainty that there is no possibility that the Zone Change, by itself, will have a significant effect on the environment; and
(v) On May 22, 2025, the property owners within 500 feet of the subject property were notified by mail. The public notice was posted in the four (4) designated public places (City Hall, Community Development Department, Library, and Post Office) on May 22, 2025 and was also published in the newspaper on May 23, 2025. This timing met the minimum public notification requirement of 20 days prior to the meeting; and (vi) On June 18, 2025, the Planning Commission conducted a duly noticed public hearing on the Zone Change at which time it received input from Staff

CC Resolution No. 2025-59-3647
Zone Change No. 03-2025

and the City Attorney’s Office, heard public testimony, and discussed the Proposed Project; and closed the public hearing; and
(vii) On June 18, 2025 the Planning Commission adopted Resolution No. 849(25), recommending that the City Council approve the proposed Zone Change to rezone the above referenced property; and
(viii) On June 26, 2025, the property owners within 500 feet of the subject property were notified by mail. The public notice was posted in the four (4) designated public places (City Hall, Community Development Department, Library, and Post Office) on June 26, 2025 and also published in the newspaper on June 25, 2025. This timing met the minimum public notification requirement of 10 days prior to the meeting; and (ix) On July 9, 2025, due to a lack of quorum, Staff rescheduled the item to a date uncertain; and
(x) On July 10, 2025, the property owners within 500 feet of the subject property were notified by mail. The public notice was posted in the four (4) designated public places (City Hall, Community Development Department, Library, and Post Office) on July 17, 2025 and also published in the newspaper on July 16, 2025. This timing met the minimum public notification requirement of 10 days prior to the meeting; and (xi) On July 23, 2025, the City Council conducted a duly noticed public hearing, as required by law, on the Application, approved the Zone Change, subject to the approval of a Resolution, which details the specific conditions under which the application is approved; and
(xii) All legal prerequisites to the adoption of this Resolution have occurred.

B. RESOLUTION.

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

1. The City Council hereby specifically finds that all of the facts set forth in Recitals, Part A, of this Resolution are true and correct and incorporated herein by this reference.

2. Based upon substantial evidence presented to this City Council during the public hearing conducted with regard to the Application, including written staff reports, verbal testimony, and evidence in the City’s record for the project, this City Council hereby specifically finds as follows:

CC Resolution No. 2025-59-3647
Zone Change No. 03-2025

a. The proposed Zone Change from A-1 (Agricultural) to RP (Recreation & Parks) is intended to encourage the highest and best use for the subject property and is determined to be in the best interests and welfare of the City and its residents.
b. The property listed is currently developed as the El Nido Park, and the General Plan designates this property as a Park. The proposed Zone Change from A-1 (Agricultural) to RP (Recreation & Parks) would be consistent with current use and the existing Parks General Plan designation.
c. The proposed Zone Change will not be detrimental to the public interest, health safety, convenience, or welfare of the City. The purpose of the proposed Zone Change is to properly rezone existing parcels to appropriate zoning designations and remedying inconsistencies with previously adopted ordinances and
inconsistencies with the General Plan. The change to the Zoning Map will remedy the existing inconsistency and non-conformity that was specifically caused by such. The map will be updated to reflect the proposed change.
d. The affected property is physically suitable in terms of design, location, operating characteristics, shape, size, topography, and the provision of public and emergency vehicle access, and public services and utilities and is served by highways and streets adequate in width and improvement to carry the kind and quantity of traffic the proposed use would likely generate, to ensure that the proposed use(s) will not endanger, jeopardize, or otherwise constitute a hazard to the property or improvements in the vicinity in which the property is located.

3. Pursuant to the authority and criteria contained in the California Environmental Quality Act (CEQA) of 1970, as amended, and the City of Irwindale environmental guidelines, the City Council determined that the Project qualifies for a General Rule exemption pursuant to CEQA Section 15061(b)(3) in that it can be seen with certainty that there is no possibility that the Zone Change, by itself, will have a significant effect on the environment.

4. Based upon substantial evidence and testimony received at public hearing and the findings and conclusions set forth hereinabove, the City Council hereby adopts and approves Zone Change No. 03-2025 to change the Zoning Map as shown in Exhibit B of “Attachment “B”.

5. The Chief Deputy City Clerk shall certify the adoption of this Resolution, which shall become effective immediately.

CC Resolution No. 2025-59-3647
Zone Change No. 03-2025

PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Irwindale this 23rd day of July, 2025.

Larry G. Burrola, Mayor
ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk

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 Resolution was adopted at a regular meeting of the Planning Commission of the City of Irwindale held on the 23rd day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Laura M. Nieto, MMC
Chief Deputy City Clerk

ATTACHMENT “F”
CUP No. 1-06, PC Staff Report

01005.0005 2012509.1

CITY OF IRWINDALE

PLANNING COMMISSION STAFF REPORT

COMMUNITY DEVELOPMENT DEPARTMENT

PLANNING DIVISION
Date: June 18, 2025 Agenda Item No. 4-C
To: Honorable Chair and Members of the Planning Commission From: Marilyn Simpson, AICP, Community Development Director Project Planner: Jarrod Palmer, Assistant Planner
Project: Zone Change No. 03-2025
Rezoning of a select property from A-1 (Agricultural) zone to RP (Recreation & Parks).

Applicant: City of Irwindale
Property Owner: City of Irwindale
Project Location: EL NIDO PARK, (APN 8417-002-921).

Staff Recommendation: That the Planning Commission adopt Resolution No. 849(25) recommending that the City Council adopt Zone Change No. 03-2025, to rezone a select parcel on Nora Avenue, from A-1 (Agricultural) zone to RP (Recreation & Parks).

REQUEST
The City-initiated proposal will revise the Zoning Map to reconcile inconsistencies and make appropriate changes to support the highest and best uses.

BACKGROUND/HISTORY
The Irwindale General Plan serves as the blueprint for future planning and development in the City. It indicates the City‘s vision for the future through the policies and plans that are designed to shape the physical development of the community. This General Plan acknowledges the City’s previous planning efforts, the established land use patterns in the community, and adopted development policy. The Zoning Code, Map, and related zoning designations, are required to be consistent with the General Plan. Staff proposes to update the Zoning and General Plan Maps for consistency between the appropriate classifications.

Planning Commission Meeting June 18, 2025
Zone Change No. 03-2025
01005.0005 2012509.1
This issue was discovered during a zoning map “clean-up” in November 2018. Since then, Planning Staff has received multiple applications that require General Plan Amendments.

Zoning is one of the primary means of implementing the General Plan. The success of a General Plan rests upon the effectiveness of the Zoning Code and Map. Additionally, there should be consistency between the General Plan and Zoning as a common-sense approach to planning and transparency.

TIMELINE
On April 28, 2025, Staff opened an application to rezone El Nido Park.

On May 28, 2025, the property owners and property owners within 500 feet of the subject property were notified by mail. The public notice was also published in the newspaper the day prior. This timing met the minimum public notification requirement of 20 days prior to the meeting.

LOCATIONS AND SITE HISTORY
PROPOSED ZONE CHANGE NO. 03-2025 TO REZONE A SELECT PARCEL FROM A-1 (AGRICULTURAL) ZONE TO RP (RECREATION & PARKS) ZONE LOCATED AT:

EL NIDO PARK, (APN 8417-002-921).

The property listed is currently developed as the El Nido Park, and the General Plan designates this property as a Park. However, the City’s Zoning Map was not updated.

The proposed Zone Change from A-1 (Agricultural) to RP (Recreation & Parks) would be consistent with current use and the existing Parks General Plan designation.

ZONING
Chapter 17.35 (Amendments to the General Plan, General Plan Map, Zoning Code and Zoning Map) of the Irwindale Municipal Code allows for changes to the classification of property whenever the public necessity, convenience, general welfare, or good practice justify such amendment, consistent with the General Plan. The proposed change to the

Planning Commission Meeting June 18, 2025
Zone Change No. 03-2025
01005.0005 2012509.1
Zoning Map will remedy the existing inconsistency. The map will be updated to reflect the proposed changes.

ENVIRONMENTAL REVIEW
Pursuant to the authority and criteria contained in the California Environmental Quality Act (CEQA) of 1970, as amended, and the City of Irwindale environmental guidelines, the Project has been determined to qualify for a general rule exemption pursuant to CEQA Section 15061(b)(3) in that it can be seen with certainty that there is no possibility that the Zone Change, by itself, will have a significant effect on the environment. However, any proposed physical development will undergo its own CEQA review when the entitlement is considered.

CONCLUSION/RECOMMENDATION
Staff recommends that the Planning Commission take the following action:

1. Adopt Resolution No. 849(25) recommending that the City Council approve Zone Change No. 03-2025
Alternative Actions:

2. Request that Staff prepare a resolution of denial based on recommended findings of fact to be brought back at the next regularly Planning Commission meeting for adoption; OR

3. Request that Staff revise the project and continue the hearing to a date certain.

ATTACHMENTS:

Exhibit A: Resolution No. 849(25)
Exhibit B: Existing and Proposed Zoning Map