Irwindale City Council
December 10, 2025

CITY OF IRWINDALE
5050 N. IRWINDALE AVE., IRWINDALE CA 91706 • PHONE: (626) 430-2200

NOTICE AND AGENDA FOR THE REGULAR MEETING OF THE

CITY COUNCIL

SUCCESSOR AGENCY TO THE

IRWINDALE COMMUNITY REDEVELOPMENT AGENCY

HOUSING AUTHORITY

RECLAMATION AUTHORITY
December 10, 2025
REGULAR MEETING – 6:00 PM
LARRY G. BURROLA - Mayor
H. MANUEL ORTIZ - Mayor Pro Tem
ALBERT F. AMBRIZ - Councilmember
MARK A. BRECEDA - Councilmember
MANUEL R. GARCIA - Councilmember
Via Zoom Webinar: https://us02web.zoom.us/j/87104592389 In the event that a Zoom broadcast is unavailable, staff will promptly notify the public through its social media platforms. The public meeting will proceed in accordance with The Brown Act.

Listen Over Phone: 1-669-900-6833; Webinar ID: 871-0459-2389

December 10, 2025

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

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

Americans with Disabilities Act: In compliance with the ADA and Government Code section 54953(g), the City Council has adopted a reasonable accommodation policy to swiftly resolve accommodation requests. The policy can be found on the City’s website: https://www.irwindaleca.gov/DocumentCenter/View/8075/AB2449-Reasonable-Accommodation-Policy. If you need special assistance to participate in a City Council or Commission meeting or other services offered by this City, including an electronic or printed copy of the City’s reasonable accommodation policy, please contact City Hall at (626) 430-2200. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Note: Staff reports are available for inspection at the office of the Chief Deputy City Clerk, City Hall, 5050 N.

Irwindale Avenue, during regular business hours (8:00 a.m. to 6:00 p.m., Monday through Thursday).

Compensation for Board Members: Compensation for the members of the Irwindale City Council is $750.16 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the regular meetings of the Successor Agency to the Irwindale Community Redevelopment Agency. Councilmembers will receive additional compensation of $50/meeting, not to exceed $150 per month, for the convening the regular meetings of the Irwindale Housing Authority and an additional compensation of $300/meeting for convening the regular meetings of the Irwindale Reclamation Authority.

December 10, 2025

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

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

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

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

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

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

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

Irwindale City Council

December 10, 2025

REGULAR MEETING

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. INVOCATION

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

5. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances

6. REPORT FROM THE SPECIAL MEETING HELD DECEMBER 3, 2025

7. CHANGES TO THE AGENDA

8. COUNCIL MEMBER TRAVEL REPORTS

9. COUNCILMEMBER COMMENTS

10. REORGANIZATION OF CITY COUNCIL
A. Reorganization of the City Council
Department: City Clerk
Recommendation: Councilmembers elect Mayor and Mayor Pro Tempore.

11. ROLL CALL OF NEWLY SEATED CITY COUNCIL

12. INTRODUCTION OF NEW EMPLOYEES/PROMOTIONS
A. Introduction of Code Enforcement Officer Jorge Cardenas B. Introduction of Supervising Librarian Matt Tabizon
C. Introduction of Finance Technician Kary Zhang

13. CONSENT CALENDAR
A. Minutes of the Special and Regular Meetings Held July 23, 2025 Department: City Clerk
Recommendation: Approve

December 10, 2025

B. Warrants / Demands / Payroll
Department: Finance
Recommendation: Approve.

C. Approval of the 2026 Local Appointments List
Department: City Clerk
Recommendation: Adopt Resolution No. 2025-117-3705 entitled, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE, STATE OF CALIFORNIA, REGARDING THE PREPARATION OF THE 2026 LOCAL APPOINTMENTS LIST AND POSTING OF THE SAME” reading by title only and waiving further reading thereof.

D. 2nd Reading of Ordinance No. 816 - Concurrent Commission Service Department: City Clerk
Recommendation: Adopt on second reading Ordinance No. 816 entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE ADDING SECTION 2.30.065 TO THE IRWINDALE

MUNICIPAL CODE TO INCLUDE A SINGLE SERVICE POLICY RELATED TO COMMISSION SERVICE AND APPOINTMENTS".

E. Development Impact Fee Compliance Report Required Pursuant to Government Code § 66006.

Department: Finance
Recommendation:

That the City Council review, receive and file the Development Impact Fee Compliance Report for Fiscal Year ending on June 30, 2025.

F. 2nd Reading - BESS Ordinance
Department: Community Development
Recommendation: Read by title only, waive further reading thereof, and adopt on second reading Ordinance No. 814 entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE, CALIFORNIA, FINDING THAT ENVIRONMENTAL IMPACT REPORT FOR THE IRWINDALE GATEWAY SPECIFIC PLAN (SCH NO. 2023020290) HAS FULLY ANALYZED THIS PROJECT AND APPROVING DEVELOPMENT AGREEMENT NO. 01-2025 BY AND BETWEEN THE CITY OF IRWINDALE

AND SAN GABRIEL PROJECT I LLC, SAN GABRIEL PROJECT II LLC, SAN GABRIEL PROJECT III LLC, AND

SAN GABRIEL PROJECT IV LLC FOR THE BATTERY ENERGY STORAGE SYSTEM PROJECT AND ADOPTING FINDINGS IN SUPPORT THEREOF”.

G. Acceptance of the California Advanced Services Fund Grant and Authorization to Execute the Related Consent Form, and Appropriation of Funds
Department: Administration
Recommendation: Adopt Resolution No. 2025-123-3711 entitled, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE AUTHORIZING THE GRANT ACCEPTANCE AND EXECUTION

OF THE CONSENT FORM FOR THE CALIFORNIA ADVANCED SERVICES FUND (CASF) BROADBAND,

December 10, 2025

AND APPROPRIATING FUNDING IN THE AMOUNT OF $111,535 FROM THE GENERAL RESERVES TO CREATE A REIMBURSEMENT ACCOUNT".

H. Resolution No. 2025-101-3689 Casting the City of Irwindale's Vote for the San Gabriel Basin Water Quality Authority
Department: Administration
Recommendation: Adopt Resolution No. 2025-101-3689 entitled: "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, CASTING ITS VOTE(S) FOR AZUSA MAYOR

ROBERT GONZALES TO REPRESENT CITIES WITH PRESCRIPTIVE PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY".

I. Approve Renewal of an Existing Contract with the West Covina Police Department for Use of Their Jail Facility
Department: Police
Recommendation: Adopt Resolution No. 2025-114-3702: entitled: "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE APPROVING THE RENEWAL OF AN EXISTING CONTRACT

WITH THE WEST COVINA POLICE DEPARTMENT FOR USE OF THEIR JAIL FACILITY BY MEMBERS OF THE IRWINDALE POLICE DEPARTMENT".

J. Request to Waive Formal Bidding Procedures and Authorizing the Use of a Cooperative Purchasing Agreement for the Procurement of 38 Ballistic Helmets and Face Shields from Safeware, Inc. Using Asset Forfeiture Funds
Department: Police
Recommendation: Adopt Resolution No. 2025-121-3709 entitled: “A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE WAIVING FORMAL BIDDING PROCEDURES PER IRWINDALE MUNICIPAL CODE SECTION 3.44.080(f) AUTHORIZING THE USE OF A COOPERATIVE PURCHASING

AGREEMENT UNDER SOURCEWELL COOPERATIVE PURCHASING PROGRAM FOR THE PROCUREMENT OF 38 BALLISTIC HELMETS AND FACE SHIELDS FROM SAFEWARE, INC. IN THE AMOUNT OF $70,500 FROM ASSET FORFEITURE FUND".

K. Waive Formal Bidding Process and Approve Contract for Remodeling the Police Department Property and Evidence Room Using Asset Forfeiture Funds Department: Police
Recommendation: Adopt Resolution No. 2025-122-3710 entitled: "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE WAIVING THE FORMAL BIDDING PROCESS AND APPROVING

A CONTRACT FOR THE REMODELING OF THE POLICE DEPARTMENT PROPERTY AND EVIDENCE ROOM USING FEDERAL ASSET FORFEITURE FUNDS".

L. Acceptance of California Office of Traffic Safety (OTS) Federal Grant Funds in the amount of $135,000 for Traffic Records Improvement Project (TRIP) Department: Police

December 10, 2025

Recommendation: Adopt Resolution No. 2025-115-3703 entitled: “A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE 2025-2026 TRAFFIC RECORDS IMPROVEMENT PROJECT (TRIP). SUB-RECIPIENT

AGREEMENT BETWEEN CALIFORNIA OFFICE OF TRAFFIC SAFETY (OTS) AND THE CITY OF

IRWINDALE AND APPROVING THE ACCEPTANCE AND APPROPRIATION OF THE CALIFORNIA OFFICE OF TRAFFIC SAFETY FEDERAL GRANT FUNDS IN THE AMOUNT OF $135,000 FOR THE TRAFFIC RECORDS IMPROVEMENT (TRIP)".

M. Award of Contract for As-Needed Structural Engineering and Plan Check Services Department: Engineering
Recommendation: That the City Council to authorize the City Manager to execute an agreement with Labib Funk + Associates for As-Needed Structural Engineering and Plan Check Services in the amount not-to-exceed $200,000.

14. SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience speak on items not on this agenda that are within the City Council’s subject matter jurisdiction. State law prohibits any Council discussion or action on such communications unless 1) the Council by majority vote finds that a catastrophe or emergency exists; or 2) the Council by at least four votes finds that the matter (and need for action thereon) arose within the last five days. Since the Council cannot participate (except as stated), it is requested that all such communications be made in writing to be included on the next agenda for full discussion and action
All members of the public are asked to observe the City’s Rules of Procedure and Public Meeting Decorum. The City’s Rules of Procedure and Public Meeting Decorum can be found on the City’s website, and Chapter 2.40 of the Irwindale Municipal Code. You may also contact the City Clerk’s Office for copies.

Each speaker will be limited to 3 minutes unless such time limits are extended. If a member of the public wishes to donate their time to another speaker, both persons must be physically present and in attendance of the meeting. The Presiding Officer may, in his or her discretion, extend the 3-minute time limitation for the particular subject for all speakers. Organized groups of persons wishing to address the Council on the same subject should select a spokesperson to represent the group, so as to avoid unnecessary repetition. In no event shall the total amount of speaking time for exceed 6 minutes per person for the subject under discussion.

The Council may regulate a speaker who is speaking too long or out of order, being unduly repetitious, discussing irrelevancies, or extending to items not within its subject matter jurisdiction. Please be reminded that discrimination, abusive use of profanity, unruly disruption, and violent or physically threatening conduct is discouraged. Members of the public shall not disrupt the orderly conduct of the meeting. The Presiding Officer will request that a person cease any disruptive conduct, and if not immediately stopped, will direct the person to be removed from the meeting.

Public Comments will be heard in the following order:

December 10, 2025

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

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

A. Mayor's Appointments of Delegates and Alternates
Department: City Clerk
Recommendation: Adopt Resolution No. 2025-116-3704 entitled, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE APPOINTING DELEGATES AND ALTERNATES AS OFFICIAL REPRESENTATIVES OF THE CITY" reading by title only and waiving further reading thereof.

B. Appointment of Parks & Recreation Commissioners
Department: City Clerk
Recommendation: Adopt Resolution No. 2025-118-3706 entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE APPOINTING TWO (2) MEMBERS TO THE PARKS AND RECREATION COMMISSION OF THE CITY OF IRWINDALE FOR TERMS EXPIRING DECEMBER 31, 2028” reading by title only and waiving further reading thereof.

C. Appointment of Planning Commissioners
Department: City Clerk
Recommendation: Adopt Resolution No. 2025-119-3707 entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE APPOINTING TWO (2) MEMBERS TO THE PLANNING COMMISSION OF THE CITY OF IRWINDALE FOR TERMS EXPIRING DECEMBER 31, 2029” reading by title only and waiving further reading thereof.

D. Appointment of a Senior Citizen Commissioner
Department: City Clerk
Recommendation: Adopt Resolution No. 2025-120-3708 entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE APPOINTING ONE (1) MEMBER TO THE SENIOR CITIZEN COMMISSION OF THE CITY OF IRWINDALE FOR A TERM EXPIRING DECEMBER 31, 2028” reading by title only and waiving further reading thereof.

E. Presentation on the Proposed Purchase of an Armored Vehicle for the Irwindale Police Department
Department: Police

December 10, 2025

Recommendation: Receive presentation on the proposed purchase of an armored vehicle for the Irwindale Police Department.

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

A. Public Hearing Regarding Adoption of an Urgency Ordinance to Approve the Irwindale Police Department's Updated Military Equipment Inventory Mandated by AB 481 Department: Police
Recommendation: Conduct the duly noticed public hearing, and adopt an urgency ordinance by title only, waiving further reading Ordinance No. 812 entitled, “URGENCY ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE IN ACCORDANCE WITH GOVERNMENT CODE SECTION 36937(B) APPROVING AND ADOPTING INVENTORY UPDATES OF MILITARY EQUIPMENT POLICY AS

PART OF THE IRWINDALE POLICE DEPARTMENT POLICY MANUAL IN COMPLIANCE WITH ASSEMBLY BILL 481”

17. CITY MANAGER’S REPORT

18. REQUESTS FOR AGENDA ITEMS BY CITY COUNCIL
If a City Council Member is interested in a task or project, the City Council Member shall request that the item be agendized in this section.

19. ADJOURN

SUCCESSOR AGENCY TO THE IRWINDALE COMMUNITY

REDEVELOPMENT AGENCY

20. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances

21. CONSENT CALENDAR
A. Minutes of the Regular Meeting Held July 23, 2025
Department: City Clerk
Recommendation: Approve
B. Warrants / Demands / Payroll
Department: Finance
Recommendation: Approve.

C. Consideration of Resolution No. SA 2025-109-3697 of the City of Irwindale as Successor Agency to the Irwindale Community Redevelopment Agency Approving a Recognized Obligation Payment

December 10, 2025

Schedule and Administrative Budget for July 1, 2026 through June 30, 2027 Department: Finance
Recommendation: Adopt Resolution No. SA 2025-109-3697 entitled “A Resolution of the City Council of the City of Irwindale as Successor Agency to the Irwindale Community Redevelopment Agency Approving a Recognized Obligation Payment Schedule and Administrative Budget for The Twelve-Month Fiscal Period Beginning July 1, 2026 and Ending June 30, 2027.”

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

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

23. ADJOURN

HOUSING AUTHORITY

24. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances

25. CONSENT CALENDAR
A. Minutes of the Regular Meeting Held July 23, 2025
Department: City Clerk
Recommendation: Approve
B. SB 341 Compliance Report for Fiscal Year (FY) 2024-2025 Department: Administration
Recommendation: Receive and file the SB 341 Compliance Report for FY 2023-2024 and direct that such report be filed with the City of Irwindale City Clerk's office and the California Department of Housing and Community Development.

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

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

27. ADJOURN

RECLAMATION AUTHORITY

28. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances

December 10, 2025

29. CONSENT CALENDAR
A. Minutes of the Regular Meeting Held June 11, 2025
Department: City Clerk
Recommendation: Approve
B. Investment Quarterly Report for Fiscal Quarter Ending September 30, 2025 Department: Finance
Recommendation: That the City Council, Successor Agency Board, and Housing Authority Board receive and file the Investment Quarterly Report for the fiscal quarter ending September 30, 2025.

C. 2025 4th Quarter Mining Report of Nine (9) SMARA Pits Department: Engineering
Recommendation: Receive and file this report.

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

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

31. ADJOURN

AFFIDAVIT OF POSTING
I, Laura M. Nieto, Chief Deputy City Clerk, certify that I caused the agenda for the regular meeting of the City Council, Irwindale Successor Agency to the Irwindale Community Redevelopment Agency, Housing Authority, and Reclamation Authority, to be held on December 10, 2025, be posted at the City Hall, Library, and Post Office on December 5, 2025.

Laura M. Nieto, MMC
Chief Deputy City Clerk

Item #10.A.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Reorganization of the City Council
City Manager's Recommendation:

Councilmembers elect Mayor and Mayor Pro Tempore.

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:

In accordance with City Council direction provided to staff at the October 22, 2025 City Council meeting, it is appropriate at this time for the City Council to reorganize, including the selection of a new Mayor and Mayor Pro Tempore. In order to complete the reorganization, the following procedure is recommended:

1. The Chief Deputy City Clerk opens the nominations for the office of Mayor. Any Councilmember may nominate and no second to the nomination is required.

2. After receiving all nominations, the Chief Deputy City Clerk closes the nominations

3. The Chief Deputy City Clerk then conducts the election of the Mayor by roll call vote. If there is more than one nomination, a roll call vote is conducted in order nominated until a Mayor is elected by majority vote.

4. The new Mayor then opens nominations for Mayor Pro Tempore in the same manner as above.

5. After receiving all nominations, the Mayor then closes the nominations.

6. The Mayor then conducts the election of the Mayor Pro Tempore by roll call vote. If there is more than one nomination, a roll call vote is conducted in the order nominated until a Mayor Pro Tempore is elected by majority vote.

Fiscal Impact:

There is no fiscal impact associated with this action.

Attachments:

None

IRWINDALE CITY COUNCIL CHAMBERS JULY 23, 2025
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 11:00 A.M.

The Irwindale CITY COUNCIL met in a special meeting at the above time and place.

ROLL CALL: Present: Councilmembers Albert F. Ambriz, Mark A. Breceda, Manuel R. Garcia, Mayor Pro Tem H. Manuel Ortiz;
Mayor Larry G. Burrola
Also Present: Julian A. Miranda, City Manager; Adrian Guerra, City Attorney; Theresa Olivares, Assistant City Manager; and Laura Nieto, Chief Deputy City Clerk
AB 2449 DISCLOSURES None.

SPONTANEOUS
COMMUNICATIONS There were no speakers.

RECESS TO At 11:03 a.m., the City Council met in Closed Session to discuss the CLOSED SESSION following:

Conference with Legal Counsel – Anticipated Litigation
Pursuant to Government Code Sections 54954.5, 54956.9 (d)(4) Number of Cases: One
ACTION: Information provided to the Council, discussion held; no reportable action taken
RECONVENE IN At 11:45 a.m., the City Council reconvened in Open Session.

OPEN SESSION
ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 11:46 a.m.
________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

IRWINDALE CITY COUNCIL CHAMBERS JULY 23, 2025
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 6:11 P.M.

The Irwindale CITY COUNCIL met in regular session at the above time and place.

ROLL CALL: Present: Councilmembers Albert F. Ambriz, Mark A. Breceda, Manuel R. Garcia, Mayor Pro Tem H. Manuel Ortiz;
Mayor Larry G. Burrola
Also Present: Julian A. Miranda, City Manager; Adrian Guerra, City Attorney; Theresa Olivares, Assistant City Manager; Christopher Hofford, Chief of Police; Kambiz Borhani, Director of Finance / City Treasurer; Eddie Chan, Director of Engineering / Building Official; Elizabeth Rodriguez, Public Services Director; Mary Hull, Human Resources Manager, and Laura Nieto, Chief Deputy City Clerk

PLEDGE OF
ALLEGIANCE The Pledge of Allegiance was conducted.

AB 2449 DISCLOSURES None.

CHANGES TO THE
AGENDA
CITY MANAGER City Manager Miranda noted typographical corrections to Item No.

MIRANDA 11H.

COUNCILMEMBER

TRAVEL REPORTS
ALL COUNCILMEMBERS All councilmembers spoke on their attendance at the Independent Cities Association Conference held July 11-13.

COUNCILMEMBER

COMMENTS
MAYOR PRO TEM Mayor Pro Tem Ortiz commended the excellent band that played at ORTIZ last Thursday’s Music in the Park concert as well as Recreation staff for selecting such excellent bands.

INTRODUCTION OF

NEW EMPLOYEES /
PROMOTIONS None.

PROCLAMATIONS /

PRESENTATIONS /

COMMENDATIONS
ITEM NO. 10A CHAMBER OF COMMERCE QUARTERLY UPDATE

CHAMBER OF
COMMERCE Lily Phan, CEO of the Irwindale Chamber of Commerce, presented

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 2
QUARTERLY UPDATE the update.

ITEM NO. 10B IRWINDALE CHAMBER OF COMMERCE BUSINESSES OF THE IRWINDALE CHAMBER MONTH – LEE & ASSOCIATES (MAY 2025) AND CITY BREWERY OF COMMERCE IRWINDALE (JUNE 2025)

BUSINESSES OF THE
MONTH – LEE & The presentations were made.

ASSOCIATES AND

CITY BREWERY

IRWINDALE

CONSENT CALENDAR
MOTION A motion was made by Councilmember Ambriz, seconded by Mayor Burrola, to approve the Consent Calendar, reading ordinances by title only and waiving further reading thereof, except for Item No. 11G, which was removed for separate consideration. The motion was unanimously approved; Councilmember Breceda and Mayor Pro Tem Ortiz recused themselves from Item No. 11H due to potential conflicts of interest, and Councilmembers Breceda and Garcia recused themselves from Item No. 11L due to potential conflicts of interest.

The motion was unanimously approved.

ITEM NO. 11A WARRANTS / DEMANDS / PAYROLL

WARRANTS /
DEMANDS / PAYROLL Th warrants / demands / payroll were approved.

ITEM NO. 11B INVESTMENT QUARTERLY REPORT FOR FISCAL QUARTER INVESTMENT ENDING JUNE 30, 2025

QUARTERLY REPORT
FOR FISCAL QUARTER The Investment Quarterly Report for the fiscal quarter ending ENDING JUNE 30, 2025 June 30, 2025, was received and filed.

ITEM NO. 11C ADOPT A CODE OF CONDUCT FOR THE PUBLIC SERVICES

ADOPT A CODE OF DEPARTMENT

CONDUCT FOR THE

PUBLIC SERVICES

DEPARTMENT
RESOLUTION NO. Resolution No. 2025-69-3657, entitled:
2025-69-3657
ADOPTED “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE ADOPTING A CODE OF CONDUCT FOR THE PUBLIC
SERVICES DEPARTMENT,” was adopted.

ITEM NO. 11D LSA CONTRACT AMENDMENT

LSA CONTRACT
AMENDMENT The City Council approved Contract Amendment No. 4 to the Agreement for Contract Services with LSA Associates, Inc. for the preparation of the Initial Study and Environmental Impact Report to

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 3
be prepared in association with land use entitlement applications for property located at 500 Speedway Drive, Irwindale, CA 91706.

ITEM NO. 11E ZONE ORDINANCE AMENDMENT NO. 02-2025, ORDINANCE NO.

ZONE ORDINANCE 800 TO ESTABLISH AN ORDINANCE REGULATING BATTERY

AMENDMENT, ENERGY STORAGE SYSTEMS (BESS)

ORDINANCE TO

REGULATE BATTERY

ENERGY STORAGE

SYSTEMS (BESS)
ORDINANCE NO. 800 Ordinance No. 800, entitled:

ADOPTED ON
SECOND READING “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, AMENDING TABLE 17.06.020-1
(“LAND USE REGULATIONS – INDUSTRIAL & OFFICE ZONES”)
WITHIN SECTION 17.060.020 (“LAND USE REGULATIONS”) OF
CHAPTER 17.06 (“INDUSTRIAL AND OFFICE ZONE DISTRICTS”)
AND ADOPTING CHAPTER 17.40 “BATTERY ENERGY STORAGE
SYSTEMS (“BESS”) OF TITLE 17 (“ZONING”) OF THE IRWINDALE

MUNICIPAL CODE REGULATING BATTERY ENERGY STORAGE
SYSTEMS IN M-2 ZONES AND FINDING THE ORDINANCE

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT, PURSUANT TO CEQA GUIDELINES SECTION 15061(B)(3),”
was adopted, reading by title only and waiving further reading thereof.

DENA ZEPEDA Dena Zepeda asked why the Council was “eliminating the California Environmental Quality Act”. She stated that BESS systems are dangerous and risk lives.

CARMEN ROMAN Carmen Roman also spoke in opposition to the BESS system.

CITY ATTORNEY City Attorney Guerra advised that the City has completed an GUERRA environmental impact report on the development, which has been reviewed and acted upon by the City Council. Tonight’s action proposes a code amendment to the Zoning Code implementing the BESS ordinance into the Municipal Code and merely adopts regulation, though the ordinance itself would be exempt from environmental review.

ITEM NO. 11F FEE WAIVER FOR IRWINDALE CHAMBER OF COMMERCE’S EFEE WAIVER FOR WASTE EVENT

IRWINDALE CHAMBER
OF COMMERCE’S

E-WASTE EVENT
RESOLUTION NO. Resolution No. 2025-70-3658, entitled:
2025-70-3658
ADOPTED “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE, CALIFORNIA, APPROVING A FEE WAIVER FOR THE

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 4

SPECIAL EVENT PERMIT APPLICATION FEE FOR THE E-WASTE
RECYCLING EVENT ON JULY 26-27, 2025,” was adopted.

ITEM NO. 11H PROFESSIONAL CONTRACT FOR DENOVO PLANNING GROUP PROFESSIONAL – CEQA SERVICES FOR PROPERTY LOCATED AT 4500 AZUSA

CONTRACT FOR CANYON ROAD

DENOVO PLANNING
GROUP – CEQA The City Council approved the contract with DeNovo Planning Group, SERVICES FOR for the preparation of an environmental assessment for property PROPERTY LOCATED located at 4500 Azusa Canyon Road, Irwindale, CA 91706; AT 4500 AZUSA Councilmember Breceda and Mayor Pro Tem Ortiz recusing CANYON ROAD themselves due to potential conflicts of interest.

ITEM NO. 11I APPROVE APPROPRIATION OF ASSET FORFEITURE FUNDS

APPROVE

APPROPRIATION OF

ASSET FORFEITURE
FUNDS
RESOLUTION NO. Resolution No. 2025-72-3660, entitled:
2025-72-3660
ADOPTED “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE APPROVING RECEIPT OF AND APPROPRIATING

FEDERAL ASSET FORFEITURE FUNDS FOR USE BY THE
POLICE DEPARTMENT,” was adopted.

ITEM NO. 11J AWARD OF CONTRACT FOR CONSTRUCTION OF TRAFFIC AWARD OF CONTRACT SIGNAL AND STREET IMPROVEMENTS – ARROW HIGHWAY AT

FOR CONSTRUCTION LIVE OAK AVENUE (EAST) AND AZUSA CANYON ROAD AT OF TRAFFIC SIGNAL NUBIA STREET PROJECT; P-1073

AND STREET
IMPROVEMENTS – The City Council authorized the City Manager to enter into an ARROW HWY AT agreement with Elecnor Belco Electric, Inc. in the amount of LIVE OAK AVE AND $912,348 for the Traffic Signal and Street Improvements - Arrow AZUSA CANYON RD Highway at Live Oak Avenue (East) and Azusa Canyon Road at AT NUBIA STREET Nubia Street Project, approved a 20% construction contingency in the amount of $182,470 to cover any unforeseeable conditions that may arise during construction, and
RESOLUTION NO. Resolution No. 2025-71-3659, entitled:
2025-71-3659
ADOPTED “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE AUTHORIZING 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,” was adopted.

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 5
ITEM NO. 11K APPROVAL OF A PROFESSIONAL CONTRACT FOR CIVIL / PROFESSIONAL GEOTECHNICAL ENGINEERING SERVICES FOR (1) SURFACE CONTRACT FOR CIVIL / MINING AND RECLAMATION ACT OF 1975 (SMARA) GEOTECHNICAL COMPLIANCE OF MINING PITS, (2) RECLAMATION OVERSIGHT

ENGINEERING AND REVIEW OF GRADING PERMITS FOR INERT BACKFILL SERVICES OPERATION OF MINE PITS, AND (3) GEOTECHNICAL

ENGINEERING SUPPORT FOR THE CITY OF IRWINDALE
The City Council authorized the City Manager to execute a service contract agreement with Geo-Logic 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”).

ITEM NO. 11L AUTHORIZE THE APPLICATION AND EXECUTION OF THE

AUTHORIZE THE CHARGE READY DIRECT CURRENT FAST CHARGING

APPLICATION AND PARTICIPATION AGREEMENT

EXECUTION OF THE

CHARGE READY

DIRECT CURRENT

FAST CHARGING

PARTICIPATION

AGREEMENT
RESOLUTION NO. Resolution No. 2025-73-3661, entitled:
2025-73-3661
ADOPTED “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,” was adopted; Councilmembers
Breceda and Garcia recusing themselves due to potential conflicts of interest.

END OF CONSENT CALENDAR
ITEM NO. 11G PROFESSIONAL CONTRACT FOR PLACEWORKS, INC. – CEQA PROFESSIONAL SERVICES FOR PROPERTY LOCATED AT 4500 AZUSA CANYON

CONTRACT FOR ROAD
PLACEWORKS, INC. –

CEQA SERVICES FOR

PROPERTY LOCATED
AT 4500 AZUSA

CANYON ROAD
MAYOR PRO TEM Mayor Pro Tem Ortiz asked about the other firms that submitted ORTIZ proposals for this project and stated his desire to avoid awarding projects repeatedly to the same firm since it may send a wrong message, to which Senior Planner Jones advised that a list of

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 6
proposals for future projects would be submitted to the Council.

Senior Planner Jones added that: 1) proposals for this project had been received by DeNovo Planning Group, ECorp Consulting, InterWest, Meridien, MIG, PlaceWorks, and StateCrest Planning and Environmental, and 2) though the same firm may be selected on multiple occasions, there may be differing teams within that firm that work on the projects. She also spoke on the process staff utilizes when selecting a firm to propose to be hired by the Council.

Responding to an additional question by Mayor Pro Tem Ortiz, Senior Planner Jones indicated that staff does not review costs at the time that proposals are reviewed. She added that the developer is responsible for paying the costs.

COUNCILMEMBER Councilmember Ambriz concurred with Mayor Pro Tem Ortiz and AMBRIZ asked that lists of firms that submit proposals be provided to the Council in the future, to which Senior Planner Jones stated that the process undergone for bids and proposals vary, though staff will make sure to provide the requested information in future agenda reports.

COUNCILMEMBER Councilmember Breceda agreed and stated that the Council is BRECEDA interested in learning about the proposing firms’ qualifications.

MOTION A motion was made by Mayor Pro Tem Ortiz, seconded by Councilmember Breceda, to approve the contract with PlaceWorks, Inc., for the preparation of an environmental assessment for property located at 5555 Irwindale Avenue, Irwindale, CA 91706. The motion was unanimously approved.

CARMEN ROMAN Carmen Roman spoke in favor of staff providing the requested information to the Council.

SPONTANEOUS

COMMUNICATIONS
PAT GONZALES Pat Gonzales expressed her disappointment that an individual was permitted to speak about personnel issues at the previous Council meeting.

DENA ZEPEDA Dena Zepeda concurred with Ms. Gonzales and spoke on what she perceived to be false allegations made against her by the Council.

She also stated that representatives in HR should not participate in the personnel investigation since it involves them as well.

CITY ATTORNEY City Attorney Guerra advised that the individual that spoke on GUERRA personnel matters was within her right to speak about the topic since she was not a city employee at the time, and that the Council acted appropriately in not engaging in discussion on the topic.

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 7

NEW BUSINESS
ITEM NO. 13A CONSIDERATION OF APPOINTMENT OF TWO (2) BUSINESS

CONSIDERATION OF REPRESENTATIVES TO THE ICF BOARD OF DIRECTORS

APPOINTMENT OF TWO
(2) BUSINESS

REPRESENTATIVES

TO THE ICF BOARD

OF DIRECTORS
ASSISTANT CITY Assistant City Manager Olivares presented the report.

MANAGER OLIVARES
RESOLUTION NO. Resolution No. 2025-56-3644, entitled:
2025-56-3644
ADOPTED “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,” was adopted, thereby appointing Steven Hillgren and George Silva to the ICF, on the motion of Councilmember Ambriz, seconded by Councilmember Breceda, and unanimously approved.

ITEM NO. 13B IRWINDALE MUNICIPAL CODE SECTION 17.13.120 (Recreational IRWINDALE Vehicle Parking on Residential Property)

MUNICIPAL CODE
SECTION 17.13.120
ASSOCIATE PLANNER Associate Planner Tyler presented the staff report.

TYLER
DELINDA GARCIA Delinda Garcia asked that the Council make a decision that benefits all citizens of Irwindale, asked whether setback size had been decided, and asked why the issue came up for discussion. She stated that the topic of restricting RV parking should be left alone, though if the Council feel it must act, then it should approve setbacks of no more than five or 10 feet. She expressed concern since she and her husband just purchased an RV that may be subject to new parking restrictions.

DENA ZEPEDA Dena Zepeda stated that the matter arose since complaints were received from motorists that exited their driveways had their visibility impaired by RV’s parked on the streets, sparking safety concerns.

CARMEN ROMAN Carmen Roman stated that RVs parked on the street take up too much room and that they impede motorists’ vision, which could risk the safety of children playing nearby. She suggested that RV owners be made to park their RVs on their private properties.

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 8
ROBERT MORAGO Responding to a question by Robert Morago, Director Simpson explained how the comprehensive zoning code update modified setback requirements. She added the possibility of currently-owned RV’s being considered legal non-conforming units, though newly purchased RV’s may be subject to certain setback requirements, and that staff is now seeking Council direction on setback requirements, which may require amending the zoning code.

Robert Morago suggested requiring a 5-foot setback for all.

DELINDA GARCIA Delinda Garcia stated that setback requirements for newly purchased RVs would be unfair.

MARICELA FRYMARK Maricela Frymark noted that this specific item pertains to parking RVs on residential properties, not public properties, such as streets. She said that the goal of the residential ordinance would be to avoid impeding the public sidewalk and stated her belief that a 5-foot or 10- foot setback would not impede the public sidewalk.

DONIELLE GAMEZ Donielle Gamez disagreed with Mrs. Frymark’s concern. She stated that any safety issues should be relayed to the Police Department and indicated that she has not seen any concrete evidence that RV parking has caused safety issues. She noted that speed bumps have been installed on Allen, parents should supervise their children while playing outdoors, and that homelessness issues are more serious that should be focused on. She encouraged the Council to hold a workshop to receive additional comments from the public.

CITY ATTORNEY City Attorney Guerra noted that the matter currently under discussion GUERRA pertains to parking RVs on residential properties, and that the next item for discussion relates to parking RVs on public streets.

COUNCILMEMBER Councilmember Garcia suggested approving a 5-foot setback, if one GARCUA is needed at all.

COUNCILMEMBER Councilmember Breceda agreed with Councilmember Garcia since BRECEDA this should be sufficient to provide good visibility, though he expressed disappointment since this requirement may negatively affect some residents.

MAYOR BURROLA Mayor Burrola stated that he requested that this item be placed on the agenda to discuss setback size. He indicated that a five-foot setback may not be sufficient since children may play along the sidewalk and expressed his comfort in approving a 10-foot setback to increase pedestrian safety.

DIRECTOR SIMPSON Director Simpson requested that the Council clarify where the setback should begin.

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 9
MAYOR PRO TEM Responding to a question by Mayor Pro Tem Ortiz, Director Simpson ORTIZ advised that the block wall’s maximum height for the front yard is four feet to allow for vision clearance.

Mayor Pro Tem Ortiz concurred that a 10-foot setback would be appropriate.

COUNCILMEMBER Councilmember Ambriz spoke in support of approving a 10-foot AMBRIZ setback, measured from the property line.

MOTION A motion was made by Mayor Burrola, seconded by Mayor Pro Tem Ortiz, to direct staff to remit the draft ordinance to the Planning Commission for recommendation, then returned to the Council for final adoption. The motion was approved with Councilmember Ambriz, Mayor Pro Tem Ortiz, and Mayor Burrola in favor, and Councilmembers Breceda and Garcia opposed.

ITEM NO. 13C UPDATED RECREATIONAL VEHICLE ORDINANCE (Recreational UPDATED Vehicle Parking on Public Property)

RECREATIONAL

VEHICLE ORDINANCE
CITY MANAGER City Manager Miranda presented the staff report.

MIRANDA
DENA ZEPEDA Dena Zepeda stated that the purpose of this ordinance would be to increase pedestrian safety and that, in her opinion, the draft ordinance as presented is not stringent enough. She stated that RV’s pose hazards since they impede visibility and that those that purchase RVs should also consider where they could park them.

CARMEN ROMAN Carmen Roman spoke on visibility issues experienced when turning onto Allen Drive and suggested that RV parking permits cost $50 to be paid by the residents’ guests, on a case-by-case basis.

DELINDA GARCIA Delinda Garcia stated her opinion that RV’s do not pose a threat; rather, the onus is on the passing motorists to be careful. She also asked where there is data showing that individuals have been struck in accidents caused by parked RVs.

ROBERT MORAGO Robert Morago said that he has yet to see any proof of parked RV’s causing health and safety issues and stated that there are many things that could impede or obscure motorists’ views. He also indicated that he may need more than 12 permits per year as suggested in the ordinance, and that permits should cost $5 for everyone.

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 10
DONIELLE GAMEZ Donielle Gamez noted other potential hazards and problems, such as 1) palm trees on Irwindale impeding drivers’ vision, 2) parked cars at the corner of Calle Breceda and Irwindale, 3) curbs on Baca Street are not ADA compliant, 4) dilapidated housing units on Irwindale Avenue, and 5) homeless individuals.

FRED BARBOSA Fred Barbosa said he would not allow anybody to tell him who can live on his property.

GARY STROBEHN Gary Strobehn stated that he does not denounce those that could afford to purchase a home in Irwindale. He also stated that he has no issue with the trailer that is typically parked in front of his home. He concurred that permits be required from everyone.

MAYOR PRO TEM Mayor Pro Tem Ortiz advised that the draft ordinance had been ORTIZ updated with changes since the matter was first discussed and indicated that he was comfortable with adopting it with an implementation date of November 9.

COUNCILMEMBER Councilmember Ambriz stated that the Council should act since AMBRIZ parked RV’s cause safety issues and that, by adopting the ordinance, staff in the Police and Code Enforcement Departments could act with regard to those that violate the ordinance. He stated his preference in enacting the ordinance on November 9 and that he has no issue with permit fees.

COUNCILMEMBER Councilmember Garcia asked how many vehicles would be allowed GARCIA per household, to which Assistant City Manager Olivares advised that one RV would be allowed to be parked in front of their home.

Councilmember Garcia expressed his preference for a permitting process at first, with any necessary changes being added later. He stated that the proposed ordinance is too restrictive in some aspects and liberal in others.

COUNCILMEMBER Councilmember Breceda agreed with Councilmember Garcia and BRECEDA stated that he was comfortable with requiring permits and that the actual safety issue lies with non-residents parking their RVs within city limits.

MAYOR PRO TEM Mayor Pro Tem Ortiz cautioned against delaying action on this matter.

ORTIZ He also stated that RV’s and commercial vehicles parked along Los Angeles Street to the west of the Olive Pit entrance need to be moved also.

COUNCILMEMBER Councilmember Ambriz stated that the commercial vehicles parked AMBRIZ along city streets need to be addressed by members of the Police and Code Enforcement departments, to which City Manager Miranda advised that members of the Police Department have gone to the

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 11
area recently and are logging incidents; staff will ensure that they return to enforce parking restrictions.

COUNCILMEMBER Councilmember Breceda stated that the RV’s parked along Los BRECEDA Angeles Street do not belong to Irwindale residents.

MAYOR BURROLA Mayor Burrola stated that many individuals do not report safety incidents with the Police Department since they do not believe anything would result from it.

MOTION A motion was made by Mayor Pro Tem Ortiz, seconded by Councilmember Ambriz, to amend the draft ordinance to include an effective date of September 10 and return for a first reading on August 27 and second reading in September. The motion was approved with Councilmember Ambriz, Mayor Pro Tem Ortiz, and Mayor Ambriz in favor; Councilmember Breceda against and Councilmember Garcia abstaining.

ITEM NO. 13D VERBAL UPDATE ON THE IRWINDALE LIBRARY PROJECT

VERBAL UPDATE ON

THE IRWINDALE

LIBRARY PROJECT
COUNCILMEMBERS Councilmembers Breceda and Garcia and City Manager Miranda BRECEDA AND GARCIA recused themselves from discussing this item and exited the Council AND CITY MANAGER Chambers at 8:13 p.m.

MIRANDA
ASSISTANT CITY Assistant City Manager Olivares presented the update.

MANAGER OLIVARES
COUNCILMEMBERS At 8:23 p.m., Councilmembers Breceda and Garcia and City Manager BRECEDA AND GARCIA Miranda returned to the Council Chambers.

AND CITY MANAGER

MIRANDA

PUBLIC HEARINGS
ITEM NO. 14A ZONE CHANGE NO. 03-2025 (EL NIDO PARK)
ZONE CHANGE NO.
03-2025 (EL NIDO PARK)
COUNCILMEMBERS Councilmembers Breceda and Garcia declared a potential conflict of BRECEDA AND GARCIA interest with this item and exited the Council Chambers at 8:23 p.m.

ASSISTANT PLANNER Assistant Planner Palmer presented the staff report.

PALMER
OPEN At 8:28 p.m., Mayor Burrola opened the public hearing.

PUBLIC HEARING

CITY COUNCIL MINUTES JULY 23, 2025
REGULAR MEETING PAGE 12
CLOSE There being no speakers, Mayor Burrola closed the public hearing at PUBLIC HEARING 8:29 p.m.

RESOLUTION NO. Resolution No. 2025-59-3467, entitled:
2025-59-3467
ADOPTED “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)”, was
adopted, on the motion of Councilmember Ambriz, seconded by Councilmember Garcia, and unanimously approved.

COUNCILMEMBERS Councilmembers Breceda and Garcia returned to the Council BRECEDA AND GARCIA Chambers at 8:30 p.m.

CITY MANAGER’S
REPORT
CITY MANAGER City Manager Miranda presented the following report:

MIRANDA
1) The Aquatics Division will host a family luau on July 26 and a community luau on August 2.
2) The Irwindale Chamber of Commerce will be hosting a free drivethru e-waste recycling event on July 26 and 27. 3) The Irwindale Police Department invites all members of the public join in the National Night Out festivities scheduled for August 5. 4) Last weekend, Public Works staff cleaned up the Rivergrade Road underpass and removed dirt accumulation from mining activities on the median island of Arrow Highway. Two additional lighting fixtures have been installed on the north and south side of the Margaret Diaz Pavilion.

REQUESTS FOR

AGENDA ITEMS BY
CITY COUNCIL None.

ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 8:32 p.m.
________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

November 2025
Reference
Number Vendor Name Date Amount
ACH US Bank 11/12/2025 38,286.54
Report Total: 38,286.54
Electronic Payments
November 1 - 30, 2025

User:

Printed:
106790 LOSANG31 Los Angeles County Sheriff's Dept. 11/13/2025 205.25 106788 FRANC06 Franchise Tax Board 11/13/2025 155.37
106789 FRANC06 Franchise Tax Board 11/13/2025 530.09
106786 CALIFO56 California State Disbursement Unit 11/13/2025 604.15 106787 CALIFO57 California State Disbursement Unit 11/13/2025 143.07 106784 VISION01 Vision Service Plan - (CA) 11/06/2025 2,329.38 106785 WAGONER Pamela Wagoner 11/06/2025 770.00
106782 VALLEY01 Valley County Water District 11/06/2025 4,225.23 106783 VALLEY09 Valley View Mutual Water Co. 11/06/2025 156.17 106780 TAPIA11 Sylvia Tapia 11/06/2025 1,500.00
106781 TEDJOH Ted Johnson Propane 11/06/2025 75.32
106778 SCE02 Southern California Edison 11/06/2025 25,458.06 106779 SWEET02 Sweet Moments Photobooth LLC 11/06/2025 599.00 106776 SEMA01 SEMA LLC 11/06/2025 501.45
106777 GASCOM SoCalGas 11/06/2025 4,218.85
106774 SCFUELS SC Fuels 11/06/2025 6,694.45
106775 SCHOCK01 Susan Schock 11/06/2025 180.00
106772 OFFICE03 ODP Business Solutions, LLC 11/06/2025 265.01 106773 OPTUM01 OptumRx, Inc. 11/06/2025 42,221.11
106770 LANCES LSL, LLP 11/06/2025 3,315.00
106771 MIRAND25 Blanche V. Miranda 11/06/2025 650.00
106768 COORYE Samir M. Khoury 11/06/2025 24,960.00
106769 LEDEZMA Erica Ledezma 11/06/2025 1,440.00
106766 IRWIND21 Irwindale Hand Wash & Auto Detail 11/06/2025 459.86 106767 JOHN01 Roger William Johnson 11/06/2025 1,300.00 106764 IRWIND04 Irwindale Chamber Of Commerce 11/06/2025 7,500.00 106765 IRWIND04 Irwindale Chamber Of Commerce 11/06/2025 150.00 106762 HOYEN Noelle Hoye 11/06/2025 630.00
106763 INTER01 Interwest Consulting Group 11/06/2025 6,481.25 106760 SOUTHE17 Golden State Water Company 11/06/2025 2,396.44 106761 HOMEDE Home Depot Credit Services 11/06/2025 1,696.84 106758 FLORE01 Karla Flores 11/06/2025 1,260.00
106759 FOOTH01 Foothill Communications, Inc. 11/06/2025 576.00 106756 ESPI11 Victoria M. Espino 11/06/2025 300.00
106757 EVANS02 Gloria Evans 11/06/2025 375.00
106754 CWA01 CWA AIA, Inc 11/06/2025 11,013.38
106755 EDDCAS Employment Development Dept. 11/06/2025 3,780.74 106752 COLDDU Cold Duck Prod. Inc. 11/06/2025 2,700.00
106753 CPRSCA CPRS Park & Recreation 11/06/2025 165.00
106750 GALLARDC Claudia Carlos 11/06/2025 1,500.00
106751 CINTAS Cintas Corporation #693 11/06/2025 138.14 106748 BRITEW BriteWorks, Inc. 11/06/2025 25,610.32
106749 BURGUA01 Rene Burguan 11/06/2025 450.00
106746 ATHENS Athens Services 11/06/2025 6,049.43
106747 Ayala01 Leonor Ayala 11/06/2025 565.00
106744 ALLIAN02 Alliant Insurance Svcs, Inc.- Irvine Main 11/06/2025 532.00 106745 AMAZON1 Amazon Capital Services, Inc. 11/06/2025 1,868.89 106742 ALESHIRE Aleshire & Wynder, LLP 11/06/2025 42,505.50 106743 ALLK01 All Kinds of BBQ 11/06/2025 1,339.54
Check Date Check Amount
106741 ALESHIRE Aleshire & Wynder, LLP 11/06/2025 59,437.92 Accounts Payable
Checks by Date - Summary by Check Number
kzhang
12/2/2025 5:40 PM
Check No Vendor No Vendor Name

User:

Printed:

Check Date Check Amount
Accounts Payable
Checks by Date - Summary by Check Number
kzhang
12/2/2025 5:40 PM
Check No Vendor No Vendor Name
106840 Leal20 Yolanda Leal 11/20/2025 110.00
106841 LOPEZJ01 Jade Lopez 11/20/2025 75.94
106838 IRWIND21 Irwindale Hand Wash & Auto Detail 11/20/2025 356.91 106839 JOHNS01 Glen Johnsen 11/20/2025 231.61
106836 HOMEDE Home Depot Credit Services 11/20/2025 2,618.67 106837 HOYEN Noelle Hoye 11/20/2025 130.00
106834 GARCIA30 Ruth Garcia 11/20/2025 10.00
106835 TONY01 Antonio Garcia Bonilla 11/20/2025 994.03
106832 FEDEX FedEx 11/20/2025 5.67
106833 FRONT01 Frontier Communications 11/20/2025 678.60 106830 BALDWI02 City of Baldwin Park 11/20/2025 1,750.00 106831 DAVILA06 Michael Davila 11/20/2025 75.00
106828 CHARTE01 Charter Communications 11/20/2025 100.00 106829 CHARTE04 Charter Communicatons 11/20/2025 145.18 106826 CERTIFIX Certifix Live Scan 11/20/2025 70.00
106827 CHANDL Chandler's Air Conditioning & 11/20/2025 1,687.16 106824 CARDEN03 Jorge Cardenas 11/20/2025 431.06
106825 CARRIL11 Vincent Carrillo 11/20/2025 241.81
106822 CALIFO02 California American Water 11/20/2025 297.04 106823 CANYON01 Canyon Auto Services LLC 11/20/2025 35.00 106820 BENE01 Benefit Coordinators Corp 11/20/2025 33,731.30 106821 BURROL08 Larry Burrola 11/20/2025 102.51
106818 OROSCO05 Rebecca Bardales 11/20/2025 141.50
106819 BENE02 Benefit Coordinator Corporation (BCC) 11/20/2025 3,250.35 106816 CINGULAR AT & T Mobility 11/20/2025 284.91
106817 AZUSALW Azusa Light & Water 11/20/2025 600.36
106814 AT&T06 AT & T 11/20/2025 1,822.65
106815 AT&T08 AT & T 11/20/2025 1,201.36
106812 ALLIAN02 Alliant Insurance Svcs, Inc.- Irvine Main 11/20/2025 345.00 106813 ARAICA01 Byron Araica 11/20/2025 1,514.23
106810 VALLEY01 Valley County Water District 11/13/2025 24,616.33 106811 COLLIN02 Stephen L. Collins 11/13/2025 150.00
106808 SMART& Smart & Final 11/13/2025 1,275.93
106809 TERRA01 Terra Realty Advisors, Inc 11/13/2025 2,998.98 106806 PROPRINT Pro Printing, Inc. 11/13/2025 2,719.62
106807 SALGAD02 Michele Salgado 11/13/2025 76.75
106804 PHASEII PARS 11/13/2025 1,750.00
106805 PLAN01 PlanetBids, LLC 11/13/2025 12,182.63
106802 LOPEZJ01 Jade Lopez 11/13/2025 218.79
106803 OFFICE03 ODP Business Solutions, LLC 11/13/2025 38.20 106800 LEOS01 Jazmine Leos 11/13/2025 200.00
106801 LIEBERT Liebert Cassidy Whitmore 11/13/2025 100.00 106798 IRWIND21 Irwindale Hand Wash & Auto Detail 11/13/2025 952.70 106799 JIME02 Miguel Jimenez 11/13/2025 175.00
106796 GRIJAL05 Daniel M. Grijalva 11/13/2025 2,457.60
106797 HINDER Hinderliter, De Llamas & Assoc 11/13/2025 424.94 106794 DOOLEY Dooley Enterprises, Inc. 11/13/2025 7,898.08 106795 garcia43 Valerie Garcia 11/13/2025 102.00
106792 BARBOS04 Dolores Barbosa 11/13/2025 300.00
106793 CONCE01 Concentra 11/13/2025 244.50
106791 ALLCI01 All City Management Services, Inc 11/13/2025 2,243.40

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Printed:

Check Date Check Amount
Accounts Payable
Checks by Date - Summary by Check Number
kzhang
12/2/2025 5:40 PM
Check No Vendor No Vendor Name
106892 SCE02 Southern California Edison 11/26/2025 2,010.34 106890 PHASEII PARS 11/26/2025 3,250.00
106891 PENA001 Albert Penaloza 11/26/2025 60.00
106888 ORDON01 Shery Ordonez 11/26/2025 10.00
106889 ORKINP Orkin Pest Control 11/26/2025 254.00
106886 LANCES LSL, LLP 11/26/2025 36,125.00
106887 OPTUM01 OptumRx, Inc. 11/26/2025 23,342.73
106884 LIEBERT Liebert Cassidy Whitmore 11/26/2025 1,144.00 106885 PRAXAI Linde Gas & Equipment Inc 11/26/2025 75.14 106882 SAMANKR1 Samantha Krost 11/26/2025 382.92
106883 LEXI01 Lexipol, LLC 11/26/2025 6,981.45
106880 HARDY01 Joseph Hardy 11/26/2025 320.83
106881 HART02 Robert Hartman 11/26/2025 200.00
106878 ESPINO10 Iris Espino 11/26/2025 121.38
106879 EWINGI Ewing Irrigation Products, Inc. 11/26/2025 294.24 106876 CONVER Converse Consultants, Inc. 11/26/2025 2,500.00 106877 PMIDEN Delta Dental Insurance Company 11/26/2025 703.39 106874 BRECED04 Mark A. Breceda 11/26/2025 736.84
106875 CINTAS Cintas Corporation #693 11/26/2025 300.59 106872 AZUSALW Azusa Light & Water 11/26/2025 502.47
106873 MIJACA Balcon Holdings, Inc. 11/26/2025 259.00
106870 DF01 Anselmo Ryan Angulo 11/26/2025 200.00
106871 ARAICA01 Byron Araica 11/26/2025 758.04
106868 ACCO01 ACCO Engineering Systems 11/26/2025 3,581.95 106869 AMERIFID American Fidelity Assurance 11/26/2025 10,882.04 106866 WILLDAN Willdan Financial Services 11/20/2025 1,093.50 106867 ALESHIRE Aleshire & Wynder, LLP 11/20/2025 76,379.85 106864 TEXAS01 Texas Life Insurance Co. 11/20/2025 4,092.49 106865 verizonw Verizon Wireless 11/20/2025 2,732.33
106862 STROBE03 Gary Strobehn 11/20/2025 433.76
106863 TATUM01 Blanca Tatum 11/20/2025 75.00
106860 Southe28 Southern Calif Regional Rail Authority 11/20/2025 90,720.00 106861 WOLL02 Susan Margaret Woolley 11/20/2025 37,862.29 106858 SEMA02 SEMA INC 11/20/2025 4,755.60
106859 SCE02 Southern California Edison 11/20/2025 21,596.89 106856 SCFUELS SC Fuels 11/20/2025 7,303.29
106857 SECT01 Sectran Security Inc. 11/20/2025 138.08
106854 RAMI12 Angelina Ramirez 11/20/2025 75.00
106855 RODRIG04 Elizabeth Rodriguez 11/20/2025 300.00
106852 PURCHA Purchase Power 11/20/2025 2,018.75
106853 QUINO01 Mariana Quinones 11/20/2025 339.00
106850 PLURAL01 Pluralsight, LLC 11/20/2025 1,130.00
106851 PROPRINT Pro Printing, Inc. 11/20/2025 409.78
106848 PILLS01 Pillsbury Winthrop Shaw Pittman LLP 11/20/2025 1,085.50 106849 PITNEY06 Pitney Bowes, Inc 11/20/2025 983.55
106846 ORTIZ03 Norma Ortiz 11/20/2025 70.00
106847 PEER01 Peerless Network, Inc 11/20/2025 1,411.78 106844 OFFICE03 ODP Business Solutions, LLC 11/20/2025 216.14 106845 OLIVAR01 Theresa Olivares 11/20/2025 167.23
106842 MARTIN44 Peggy Martinez 11/20/2025 30.00
106843 MIRAND08 Gina Miranda 11/20/2025 300.00

User:

Printed:

Check Date Check Amount
Accounts Payable
Checks by Date - Summary by Check Number
kzhang
12/2/2025 5:40 PM
Check No Vendor No Vendor Name
106942 GRAING Grainger 12/10/2025 627.02
106943 IDRENV IDR Environmental Services 12/10/2025 5,196.98 106940 GEO20 Geo-Advantec , Inc. 12/10/2025 857.50
106941 GEOLOG Geologic Associates 12/10/2025 163,962.50 106938 FLAGSH Flag Shop 12/10/2025 390.03
106939 FORENS02 Forensic Nurse Response Team 12/10/2025 1,942.92 106936 FCG01 FCG Consultants Inc. 12/10/2025 4,191.31
106937 FILLG01 Fill Good Landscaping 12/10/2025 18,365.00 106934 ENVI01 Envisionware, Inc. 12/10/2025 2,008.36
106935 EWINGI Ewing Irrigation Products, Inc. 12/10/2025 294.24 106932 ELECN01 Elecnor Belco Electric, Inc. 12/10/2025 3,562.50 106933 ENVIRO05 Environmental Science Associates (ESA) 12/10/2025 2,288.13 106930 DUDEK01 Dudek 12/10/2025 9,280.00
106931 DYNA01 Dynamic Planning, LLC 12/10/2025 25,011.36 106928 DASH01 Dash Medical Gloves, LLC 12/10/2025 199.35 106929 DEMCOI Demco, Inc. 12/10/2025 127.74
106926 CWE01 CWE 12/10/2025 8,712.71
106927 DANA01 Dana Safety Supply 12/10/2025 647.89
106924 LOSANG33 County of Los Angeles 12/10/2025 38,574.58 106925 CWA01 CWA AIA, Inc 12/10/2025 11,013.38
106922 CHANDL Chandler's Air Conditioning & 12/10/2025 542.28 106923 CIVIC02 CivicPlus, LLC 12/10/2025 3,179.61
106920 CANYON01 Canyon Auto Services LLC 12/10/2025 392.90 106921 CASTA02 Esteban Castaneda 12/10/2025 750.00
106918 BRITEW BriteWorks, Inc. 12/10/2025 450.00
106919 BURRO01 Burro Canyon Ent. Inc. 12/10/2025 300.00 106916 B&BTIR B & B Tires Service 12/10/2025 1,521.80
106917 BILLST Bill's Truck Repair, Inc. 12/10/2025 614.89 106914 AT&T13 AT&T California 12/10/2025 1,520.00
106915 AZBUSS A-Z Bus Sales, Inc. 12/10/2025 805.00
106912 AMERI02 American Business Bank 12/10/2025 41,999.77 106913 AT&T13 AT&T California 12/10/2025 4,055.00
106910 AMAZON1 Amazon Capital Services, Inc. 12/10/2025 557.12 106911 AMAZON01 Amazon Graphics 12/10/2025 38.68
106908 ACCO01 ACCO Engineering Systems 12/10/2025 2,556.00 106909 ALLCI01 All City Management Services, Inc 12/10/2025 1,009.53 106906 IRWIND02 Irwindale Police Officers Assoc. 12/02/2025 3,188.00 106907 LOSANG31 Los Angeles County Sheriff's Dept. 12/02/2025 205.25 106904 ICEA Irwindale City Employee Assoc. 12/02/2025 910.00 106905 IMEA Irwindale Mgmt Employee Assoc. 12/02/2025 580.00 106902 FRANC06 Franchise Tax Board 12/02/2025 530.09
106903 FRANC06 Franchise Tax Board 12/02/2025 155.37
106900 CALIFO58 California State Disbursement Unit 12/02/2025 100.00 106901 CITY01 City of Hope 12/02/2025 34.00
106898 CALIFO56 California State Disbursement Unit 12/02/2025 604.15 106899 CALIFO57 California State Disbursement Unit 12/02/2025 143.07 106896 VISION01 Vision Service Plan - (CA) 11/26/2025 2,024.19 106897 WESTCO05 West Coast Arborists, Inc. 11/26/2025 10,925.25 106894 UNITED11 United Site Services of CA Inc 11/26/2025 734.70 106895 verizonw Verizon Wireless 11/26/2025 772.91
106893 STATEO01 State Of California 11/26/2025 160.00

User:

Printed:

Check Date Check Amount
Accounts Payable
Checks by Date - Summary by Check Number
kzhang
12/2/2025 5:40 PM
Check No Vendor No Vendor Name
Report Total (233 checks): 2,065,431.77
106972 WALT01 Walters Wholesale Electric Co. 12/10/2025 207.78 106973 HDSUP01 WHITE CAP, L.P. 12/10/2025 967.00
106970 TAB01 TAB Products Co. LLC 12/10/2025 577.50
106971 ULINE01 Uline 12/10/2025 106.26
106968 SOUTHE04 Southern CA Assoc Of Governmts 12/10/2025 303.00 106969 LEES01 Chad A. Streelman 12/10/2025 5,679.70
106966 ROBERT10 RC Construction Service Inc. Robert Clapper Construction Services 12/10/2025 797,995.69 106967 ROSENO RSG 12/10/2025 978.75
106964 PROFOR01 ProForce Law Enforcement 12/10/2025 705.43 106965 RANCHO01 Rancho Duarte Florist 12/10/2025 301.67 106962 PROPRINT Pro Printing, Inc. 12/10/2025 2,507.51
106963 ADAMPP Professional Police Supply Inc 12/10/2025 1,428.40 106960 PERFOR02 Performance Ford 12/10/2025 138.27
106961 LEGAL03 Pre-Paid Legal Services, Inc. 12/10/2025 110.65 106958 PCI01 PCI 12/10/2025 5,000.00
106959 PERF03 Performance Elevator Contractors, Inc. 12/10/2025 380.00 106956 MED01 Med-Tech Resource 12/10/2025 175.66
106957 OFFICE03 ODP Business Solutions, LLC 12/10/2025 404.77 106954 MARIPO Mariposa Landscapes, Inc. 12/10/2025 9,196.00 106955 MARXBR Marx Bros Fire Extinguisher Co 12/10/2025 450.00 106952 LOSANG09 Los Angeles County 12/10/2025 16,750.01 106953 MIDAS Manuel C Muratalla 12/10/2025 1,187.92
106950 LEWISE Lewis Engraving, Inc. 12/10/2025 66.30
106951 LINN01 Deborah Linn 12/10/2025 8,175.00
106948 LANDSC Landscape Warehouse III Inc. 12/10/2025 390.85 106949 LAWN01 Lawn Mower Corner West Covina 12/10/2025 427.92 106946 COORYE Samir M. Khoury 12/10/2025 33,951.00
106947 LACODE01 LA Co Dept Of Public Works 12/10/2025 19,759.25 106944 JOEAGO Joe A. Gonsalves & Son 12/10/2025 2,375.00 106945 KEYSER Keyser Marston Associates, Inc 12/10/2025 9,263.75

Payroll Batch 408.11.2025, 414.11.2025

DATE OF ISSUE DEPARTMENT AMOUNT
11/13/25
11 City Council 1,731.15
13 City Administrative Office 63,314.54
14 Finance Department 26,462.33
35 Police Department 242,395.33
40 Recreation Department 36,382.11
41 Aquatics Department 9,444.91
42 Senior Citizens' Center 21,586.93
44 Library 16,955.59
51 Planning & Community Development 32,869.14
52 Public Works - Engineering 35,059.23
57 Public Works - Services 59,165.06
Gross Payroll 545,366.32
Required Deductions (161,844.60)
Voluntary Deductions (26,289.71)
Net Payroll 357,232.01
Payroll Batch 422.11.2025, 426.11.2025

DATE OF ISSUE DEPARTMENT AMOUNT
11/26/25
11 City Council 6,086.29
13 City Administrative Office 63,078.73
14 Finance Department 27,246.86
35 Police Department 253,272.43
40 Recreation Department 36,682.19
41 Aquatics Department 6,279.99
42 Senior Citizens' Center 21,749.78
44 Library 17,185.96
51 Planning & Community Development 32,862.92
52 Public Works - Engineering 36,139.95
57 Public Works - Services 58,456.02
Gross Payroll 559,041.12
Required Deductions (167,713.55)
Voluntary Deductions (28,147.85)
Net Payroll 363,179.72

CITY OF IRWINDALE

PAYROLL WARRANT REGISTER
November 2025

Item #13.C.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Approval of the 2026 Local Appointments List
City Manager's Recommendation:

Adopt Resolution No. 2025-117-3705 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, STATE OF CALIFORNIA, REGARDING THE PREPARATION OF THE 2026 LOCAL APPOINTMENTS LIST AND POSTING OF THE SAME” reading by title only and waiving further reading thereof.

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:

Government Code Sections 54970-54975 (the “Maddy Act”) require municipal agencies to prepare and post a list of appointments of all regular and ongoing boards, commissions, and committees. This list is known as the Local Appointments List.

The Maddy Act was enacted to ensure that members of the public are aware of opportunities to serve on local commissions. The Maddy Act mandates that on or before December 31 of each year, the City

Council shall prepare an appointments list of all regular and ongoing boards, commissions, and committees which are appointed by the City Council.

The list must include (a) A list of all appointive terms which will expire during the next calendar year, with the name of the incumbent appointee, the date of appointment, the date the term expires, and the necessary qualifications for the position; and (b) A list of all boards, commissions, and committees whose members serve at the pleasure of the legislative body, and the necessary qualifications for each position.

The Chief Deputy City Clerk will be directed to make the Local Appointments List available to members of the public consistent with the requirements of the Maddy Act, including posting at the City Hall bulletin board, City’s website (www.irwindaleca.gov) and the Irwindale Public Library.

Fiscal Impact:

None
Attachments:

1. Resolution No. 2025-117-3705 List of Local Appointments

Resolution No. 2025-117-3705

RESOLUTION NO. 2025-117-3705

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, STATE OF CALIFORNIA, REGARDING THE PREPARATION OF THE 2026

LOCAL APPOINTMENTS LIST AND POSTING OF THE SAME
WHEREAS, the Maddy Act, California Government Code Section 54970 et seq., requires the City Council to prepare a Local Appointments List, which lists all regular and ongoing boards, commissions and committees which are appointed by the City Council; and WHEREAS, the Local Appointments List is required to be made available to members of the public; and
WHEREAS, the City Council of the City of Irwindale desires to adopt the City of Irwindale’s 2026 Local Appointments List, and make the same available to the public.

NOW, THEREFORE, THE CITY COUNCIL OF IRWINDALE DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

SECTION 1. The Mayor has prepared an appointments list of all regular and ongoing boards, commissions, and committees which are appointed by the City Council, the 2026 Local Appointments List, which is attached as Exhibit “A”. The City Council has reviewed and approves the Local Appointments List as prepared. The Chief Deputy City Clerk is directed to make the Local Appointments List available to members of the public consistent with the requirements of the Maddy Act, including posting at Irwindale City Hall’s bulletin board, City of Irwindale website and the Irwindale Public Library located at 5050 Irwindale Avenue, Irwindale, CA 91706.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Irwindale at a regular meeting held on the _____ day of December 2025. __________________________
, Mayor
ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk

Resolution No. 2025-117-3705

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. 2025-117-3705 was adopted at an regular meeting of the Irwindale City Council held on the _____day of December 2025 by the following vote of the Council:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

Resolution No. 2025-117-3705

Exhibit “A”

LOCAL APPOINTMENTS LIST

NOTICE OF COMMISSION VACANCIES
NOTICE IS HEREBY GIVEN that the City of Irwindale encourages residents to apply for positions on City Boards, Commissions, and Committees that will have vacancies in 2026.

Commissioners are appointed by the City Council and are volunteers who serve three year terms (Planning Commissioners serve four year terms) beginning January 1 and must reapply after each term.

The following is a complete list of expiring appointed terms for 2026, names of incumbents and the dates of their appointment.

PARKS & RECREATION COMMISSION
Name of Appointee Date of Appointment /
Reappointment
Term Expiration
Justin Kelly Appointed: 12/13/23 December 31, 2026
The Parks & Recreation Commission acts in an advisory capacity to the City Council in all matters pertaining to the city’s parks and recreation programs. The five-member body meets on the first Wednesday of each month at 6:00 p.m. in the City Council Chambers

PLANNING COMMISSION
Name of Appointee Date of Appointment /
Reappointment
Term Expiration
Albert Acosta Appointed: 12/13/23
(unscheduled vacancy)
December 31, 2026
Maricela Frymark Appointed: 12/14/22 December 31, 2026
The Planning Commission makes advisory decisions and recommendations to the City Council in the legislative matters of amending zone boundaries or use classification or other matters established by any ordinance of the city and state law. The five-member body meets on the third Wednesday of each month at 6:30 p.m. in the City Council Chambers

Resolution No. 2025-117-3705

SENIOR CITIZEN COMMISSION
Name of Appointee Date of Appointment /
Reappointment
Term Expiration
Caroline Acosta Appointed: 12/13/23 December 31, 2026
Robert Lopez Appointed: 12/13/23 December 31, 2026
The Senior Citizen Commission acts in an advisory capacity to the City Council and City Manager in all matters pertaining to the senior citizens of the community. The five-member body meets on the fourth Monday of each month at 9:00 a.m. in the City Council Chambers

IRWINDALE COMMUNITY FOUNDATION
Name of Appointee Date of Appointment /
Reappointment
Term Expiration
Albert F. Ambriz, Council
appointee
Appointed: 7/24/24 June 30, 2026
Vanessa Duran, Resident
Appointee
Appointed: 07/24/24 June 30, 2026
Dena Zepeda, Resident
Appointee
Appointed: 01/08/25
(unscheduled vacancy)
June 30, 2026
The Irwindale Community Foundation’s specific and primary purpose is to support the City of Irwindale and the residents of the City of Irwindale by providing funding, through grants, donations and corporate support, for community benefits and services to benefit the community.

No person shall be eligible for appointment to the any City Commission unless he or she is a resident of the City of Irwindale, age fifty years or older (for the Senior Citizen Commission only) and a registered, qualified voter of the City at the time of appointment. At all times during such commissioner's term of office he or she shall continue to be a resident and a registered, qualified voter of the city.

Laura M. Nieto, MMC
Chief Deputy City Clerk
Date Posted:

Item #13.D.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: 2nd Reading of Ordinance No. 816 - Concurrent Commission Service City Manager's Recommendation:

Adopt on second reading Ordinance No. 816 entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE ADDING SECTION 2.30.065 TO THE IRWINDALE MUNICIPAL CODE TO INCLUDE A SINGLE SERVICE POLICY RELATED TO COMMISSION SERVICE AND APPOINTMENTS".

Administrative Action:

Submitted by:

Theresa Olivares, Assistant City Manager
Prepared by:

Laura Nieto, Chief Deputy City Clerk
Reviewed by:

Adrian R. Guerra, City Attorney
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

On June 12, 2024, the City Council adopted Ordinance No. 777 to consolidate and establish uniformity

among all boards and commissions established by the City of Irwindale. On October 22, 2025, the City Council adopted Resolution No. 2025-99-3687 promoting broad community participation and establishing a policy prohibiting concurrent service on more than one city board or commission.

Staff is now recommending that City Council adopt on second reading proposed Ordinance No. 816, which will add a new section to the Irwindale Municipal Code (IMC) to include a single service policy related to commission service and appointments. First reading of the ordinance occurred at the meeting of November 12, 2025. This provision of the IMC would go into effect thirty days following the adoption of the ordinance.

Fiscal Impact:

There is no fiscal impact.

Attachments:

1. Proposed Ordinance No. 816

Ordinance No. 816

ORDINANCE NO. 816

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE ADDING SECTION 2.30.065 TO THE IRWINDALE MUNICIPAL CODE TO

INCLUDE A SINGLE SERVICE POLICY RELATED TO COMMISSION

SERVICE AND APPOINTMENTS
A. RECITALS
WHEREAS, Ordinance No. 777 was adopted on June 12, 2024, to consolidate and establish uniformity among all boards and commissions established by the City of Irwindale;
WHEREAS, Resolution No. 2025-99-3687 was adopted on October 22, 2025, promoting broad community participation and establishing a policy prohibiting concurrent service on more than one city board or commission;
WHEREAS, the City Council now wishes to incorporate this policy into the Irwindale Municipal Code;
WHEREAS, it is now necessary for the Irwindale Municipal Code to be updated to reflect these changes; and
WHEREAS, all legal prerequisites to the adoption of this ordinance have occurred.

B. ORDINANCE

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

Section 1. The City Council finds that the above recitals are true and correct and are incorporated herein by this reference.

Section 2. Section 2.30.065 of Chapter 2.30 of Title 2 of the Irwindale Municipal Code is hereby added and shall read as follows:

2.30.065 Single Service Policy
A. Single Service Restriction. No individual may concurrently serve as a member of more than one City board or commission at any given time.

B. Vacancy Upon New Appointment. If a current board or commission member applies for and is appointed to a different City board or commission, that appointment shall automatically vacate the individual’s prior position, effective upon the date of the new appointment.

C. Purpose. This section is intended to promote diversity of representation, equitable access to civic service, and transparency in local government. •

Ordinance No. 816

Section 3. If any section, subsection, sentence, clause or phrase of this ordinance is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance, and each section, subsection, sentence, 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 4. The City Council hereby authorizes and directs the Mayor to execute this Ordinance following adoption thereof.

Section 5. The Chief Deputy City Clerk shall certify as to the passage of this Ordinance and shall cause the same to be published and/or posted at the designated locations in the City of Irwindale.

Section 6. This Ordinance shall take effect 30 days after its final adoption.

PASSED, APPROVED, AND ADOPTED this _____ day of ______, 2025. _____________________________
, 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, California, do hereby certify that the foregoing Ordinance No. 816 was duly introduced at a regular City Council meeting held on the _____day of ________ 2025, and adopted at a regular meeting of the City Council held on the _______ day of _________ 2025, by the following roll call vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

Ordinance No. 816

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

AFFIDAVIT OF POSTING
I, Laura Nieto, Chief Deputy City Clerk, certify that I caused a copy of Ordinance No. 816, 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__________________.
___________________________ Dated: ___________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

Item #13.E.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Development Impact Fee Compliance Report Required Pursuant to Government Code § 66006.

City Manager's Recommendation:

That the City Council review, receive and file the Development Impact Fee Compliance Report for Fiscal Year ending on June 30, 2025.

Administrative Action:

Submitted / Prepared by:

Kambiz Borhani, Finance Director / City Treasurer
Reviewed by:

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

Julian A. Miranda, City Manager

Background and Analysis:

The Development Impact Fees are charged to new development, and represents the new development project’s fair share of costs for future infrastructure and facility needs that will be needed to meet the City’s growth demands.

The City Council of the City of Irwindale adopted Development Impact Fee Ordinance No. 726 (IMC Section 3.50) on July 11, 2018, and the fees became effective sixty (60) days after. On December 9, 2020, the City Council approved Resolution No. 2020-98-3258 approving adjustments of the City’s DIF and the fees became effective sixty (60) days after adoption.

Pursuant to Government Code Section 66006, a local agency which levies Development Impact Fees shall make available to the public a report providing certain information set forth in Government Code Section 66006(b)(1) and shall review that information at the next regularly scheduled public meeting not less than 15 days after the information has been made available to the public.

Commencing on November 20, 2025, copies of the Development Impact Fee Compliance report, attached as Exhibit A, were made available to the public for review in the City Clerk’s Office, as well as posted on the City’s website. At this December 10, 2025, City Council meeting, the City Council is asked to review the information that has been made available to the public in accordance with Government Code Section 66006.

The purpose of this report is to provide the community with information as to the status and use of development impact fees collected and to meet the reporting requirement of Government Code Section 66006 for the fiscal year ending June 30, 2025.

Fiscal Impact:

There is no fiscal impact with the acceptance of this report.

Attachments:

1. FY 2024-25 Development Impact Fee Compliance Report

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City of Irwindale
Development Impact Fee Annual Report
Fiscal Year 2024-2025

INTRODUCTION
The following is a report, which was prepared to comply with California Government Code Section 66006. This section requires an annual disclosure and review of collected development impact fees and expenditures. This review is prepared in compliance with the requirements of the Government Code1. The Development Impact Fees are meant to fund the cost of key capital facilities that will be needed to meet the City’s growth demands.

The City Council of the City of Irwindale adopted the Development Impact Fee (“DIF”) Ordinance No. 726 on July 11, 2018. On December 9, 2020, the City Council approved Resolution No. 2020-98-3258 approving adjustments of the City’s DIF and the fees became effective sixty (60) days after adoption.

State law requires any local agency that imposes development impact fees to prepare and make available an annual report providing specific information about those fees within 180 days after the last day of each Fiscal year. The annual compliance reporting requirements are as follows:

1. A brief description of the type of fee in the account or fund, included as Section 1.

2. The amount of the fee, included as Section 2.

3. The beginning and ending balance of the account or fund, included as Section 3.

4. The amount of the fees collected and the interest earned, included as Section 4.

5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.

Included as Section 5.

6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, 1 Unless otherwise specified herein, all statutory references are to the Government Code.

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as identified in paragraph (2) of the subdivision (a) of Section 66001, and the public improvement remains incomplete. Included as Section 6.

7. A description of each inter-fund transfer or loan made from the account or fund, including the public improvement of which the transferred or loaned fees will be expended, and the case of an inter-fund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.

Included as Section 7.

8. The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001. Included as Section 8.

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RESPONSES TO THE REPORTING REQUIREMENTS
Section 1: A brief description of the type of fee in the account or fund a. Administrative Facilities – The purpose of the fee is to ensure that the new development funds its fair share of administrative facilities.

A fee schedule is presented based on the planned facilities standard of administrative facilities in the City of Irwindale to ensure that new development provides adequate funding to meet its needs. b. Transportation Facilities – The purpose of this fee is to fund the needed transportation facilities, including roadway segments and intersection improvements, to accommodate new development. c. Library Facilities – The purpose of this fee is to fund the needed Library facility. The Library facilities in Irwindale serve both residents and businesses. Therefore, demand for services and associated facilities are based on the City’s service population including residents and workers.
d. Storm Drain Facilities – The purpose of this Storm Drain Facilities fee is to accommodate growth within the City of Irwindale and to fund new development, including storm drain facility infrastructure. e. Police Facilities – The purpose of the police impact fee is to fund the police facilities needed to serve new development. Irwindale currently provides police services from a single police station. A proposed fee is presented based on the system plan standard of police facilities per capita.
f. Sewer Facilities – The purpose of this Sewer Facilities fee is to accommodate growth within the City of Irwindale and to fund new development, including sewer facilities infrastructure. g. Parks and Recreation Facilities – The purpose of the parkland and park facilities impact fee is to fund the park facilities needed to serve new development. The maximum justified impact fee is presented based on the existing plan standard of parkland and park facilities per capita.

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Section 2. Current Fee Schedule
Section 3. The beginning and ending balance of the account or fund The beginning balance is as of July 1, 2024, and the ending balance is as of June 30, 2025.

Section 4. The amount of fees collected and the interest earned No fees were collected as of July 1, 2024, and the ending balance is as of June 30, 2025.

Total interest of all Impact Fee Type on the above Ending Balance was $259,423.72.

Land Use
Admin
Facilities
Police
Facilities
Parks
& Rec
Facilities
Library
Facilities
Transportation
Facilities
Storm
Drain
Facilities
Sewer
Facilities
Residential - Per Dwelling Unit
Single Family $ 6,390 $ 8,466 $ 17,519 $ 1,148 $ 3,992 $ 723 $ 31 Multifamily 3,019 3,999 8,276 542 2,787 476 15
Nonresidential - Fee per 1,000 Sq Ft
Commercial $ 1,452 $ 1,924 $ 3,468 $ 210 $ 7,096 $ 542 $ 27 Office 1,897 2,512 4,527 275 5,084 166 23
Industrial 705 934 1,684 102 3,370 383 3
Impact Fee Type
Beginning
Balance
July 1, 2024
Ending
Balance
June 30, 2025
Admin Facilities $ 825,813.25 $ 825,813.25
Police Facilities $ 1,093,880.46 $ 1,093,880.46
Parks & Rec Facilities $ 1,972,193.08 $ 1,972,193.08
Library Facilities $ 119,408.51 $ 119,408.51
Transportation Facilities $ 3,942,963.79 $ 3,942,963.79 Storm Drain Facilities $ 447,550.80 $ 447,550.80
Sewer Facilities $ 3,615.41 $ 3,615.41
Total $ 8,405,425.30 $ 8,405,425.30 Page 50 of 383
5 | P a g e
Section 5. An identification of each public improvement on which the fees were expended and the amount of the expenditure of each improvement, including the total percentage of the cost of the public improvement that was funded with fees.

No public improvement on which fees were expended during July 1, 2024, and the ending June 30, 2025.

Previous year’s expended amounts were:

Project 8245
On May 28, 2025, the City Council approved to defund the Development Impact Fee Amount Budgeted for this project.

Project 8804
On May 28, 2025, the City Council approved to close and remove the project from the Capital Improvement Program completely.

Impact Fee Type Fees Collected Interest Earned Total
Admin Facilities $ - $ 25,487.77 $ 25,487.77
Police Facilities $ - $ 33,761.35 $ 33,761.35
Parks & Rec Facilities $ - $ 60,869.46 $ 60,869.46
Library Facilities $ - $ 3,685.41 $ 3,685.41
Transportation Facilities $ - $ 121,695.01 $121,695.01
Storm Drain Facilities $ - $ 13,813.14 $ 13,813.14
Sewer Facilities $ - $ 111.59 $ 111.59
Total $ - $ 259,423.72 $ 259,423.72
Project
No. Description
Amount
Budgeted
Percentage
of Project to
be Funded
Amount
Expended
Percentage
of Budget
Expended
8245 Civic Center - Exterior
Improvement 849,575.00 68% - 0%
8804
Construction of New 8" VCP
Sewer Main Extension on
Arrow Hwy 66,000.00 20% 14,599.45 22%
Total $ 915,575.00 $ 14,599.45 Page 51 of 383
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Section 6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of the subdivision (a) of Section 66001, and the public improvement remains incomplete.

No public improvement on which fees were expended during July 1, 2024, and the ending June 30, 2025.

Section 7. A description of each inter-fund transfer or loan made from the account or fund, including the public improvement of which the transferred or loaned fees will be expended, and the case of an inter-fund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.

No inter-fund transfer or loan made from account or fund, including the public improvement during July 1, 2024, and the ending June 30, 2025.

Section 8. The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds from Development Impact Fee Funds due to sufficient funding or unexpended revenues have been issued.

Item #13.F.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: 2nd Reading - BESS Ordinance
City Manager's Recommendation:

Read by title only, waive further reading thereof, and adopt on second reading Ordinance No. 814 entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA,

FINDING THAT ENVIRONMENTAL IMPACT REPORT FOR THE IRWINDALE GATEWAY SPECIFIC PLAN (SCH NO. 2023020290) HAS FULLY ANALYZED THIS PROJECT AND APPROVING DEVELOPMENT AGREEMENT NO. 01-2025 BY AND BETWEEN THE CITY OF IRWINDALE AND SAN GABRIEL PROJECT I LLC, SAN

GABRIEL PROJECT II LLC, SAN GABRIEL PROJECT III LLC, AND SAN GABRIEL PROJECT IV LLC FOR THE BATTERY ENERGY STORAGE SYSTEM PROJECT AND ADOPTING FINDINGS IN SUPPORT THEREOF”.

Administrative Action:

Submitted/Reviewed by:

Adrian R. Guerra, City Attorney
Reviewed by:

Kambiz Borhani, Finance Director / City Treasurer
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

Ordinance No. 814 was introduced for first reading at a continued public hearing held at the special

meeting of the Irwindale City Council on December 3, 2025.

Section 13.10 of the Development Agreement now incorporates the following, additional verbiage:

This provision shall not apply to the remittance of the Initial DA Payment, the parent guaranty obligations, the surety bond obligations, insurance and indemnification requirements, and any and all financial assurances and obligations of Developer required by this Agreement.

With respect to the Final DA Payment, in the event of a force majeure claim that delays construction for a period of one year or more, the remittance of the Final DA payment shall be due and payable within thirty (30) days of the one year acceptance of the force majeure claim by the City or June 1, 2028, whichever is later.

Ordinance No. 814 will go into effect thirty days after its adoption.

Fiscal Impact:

The entire cost for the development will be covered by the Applicant/Developer. There will be no impact on the City’s budget.

The City is to receive an eight million dollars ($8,000,000) payment in two (2) installments, with the initial one for two million dollars ($2,000,000) and the final one for six million dollars ($6,000,000). The developer covenants and agrees that the City shall receive a total of at least five million dollars ($5,000,000) in project sales and use tax revenue. This BESS Project will not be subject to Development Impact Fees or Linkage Fees.

Attachments:

1. Attachment A - Ordinance No. 814 approving DA No. 01-2025

2. AYPA Development Agreement

Ordinance No. 814
ATTACHMENT “A”
ORDINANCE NO. 814

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

CALIFORNIA, FINDING THAT ENVIRONMENTAL IMPACT REPORT FOR THE IRWINDALE GATEWAY SPECIFIC PLAN (SCH NO. 2023020290) HAS FULLY ANALYZED THIS PROJECT AND APPROVING DEVELOPMENT AGREEMENT NO. 01-2025 BY AND BETWEEN THE CITY OF IRWINDALE AND SAN GABRIEL

PROJECT I LLC, SAN GABRIEL PROJECT II LLC, SAN GABRIEL PROJECT III LLC,

AND SAN GABRIEL PROJECT IV LLC FOR THE BATTERY ENERGY STORAGE

SYSTEM PROJECT AND ADOPTING FINDINGS IN SUPPORT THEREOF A. RECITALS
(i) California Government Code Sections 65864 et seq. (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning process, encouraging private participation and comprehensive planning and identifying the economic costs of such development.
(ii) Attached to this Ordinance, Marked Exhibit “A” and incorporated herein by reference, is a Development Agreement, which hereinafter is referred to as “the Development Agreement.”
(iii) San Gabriel Project I LLC, a Delaware limited liability company, San Gabriel Project II LLC, a Delaware limited liability company, San Gabriel Project III LLC, a Delaware limited liability company, and San Gabriel Project IV LLC, a Delaware limited liability company, hereinafter in this Ordinance referred to collectively as “Developer”, has a leasehold interest to that certain portion of real property specifically located at 13620 Live Oak Avenue, legally described within the Development Agreement (the “Site”). Developer wishes to build a Battery Energy Storage System (“Proposed Project”). Rosebowl Project LLC, a Delaware limited liability company (“Rosebowl”) is the owner of legal and/or equitable interest in the Site, and Developer has entered into a ground lease with Rosebowl, and thus Developer has qualified to enter into this Agreement in accordance with Development Agreement Law. (iv) The Site is located within the specific plan area of the Irwindale Gateway Specific Plan and designated by the Land Use Designation of the General Plan as Specific Plan.
(v) On October 29, 2025, the City of Irwindale (“City”) Planning Commission, following a duly noticed public hearing to consider the approval of this Ordinance and related Development Agreement, adopted Resolution No. 872(25), recommending approval of this Ordinance and related Development Agreement.

Ordinance No. 814
(vi) On November 24, 2025, the City Council held a duly noticed public hearing on the approval of this Agreement and continued the matter to a date certain of December 3, 2025.
(vii) On December 3, 2025, the City Council, following a duly noticed public hearing to consider the approval of this Agreement, approved the first reading and introduction of this Ordinance and related Development Agreement. (viii) On December 10, 2025, the City Council, following a duly noticed public hearing to consider the approval of this Agreement, adopted this Ordinance and related Development Agreement on the second reading thereof.
(ix) 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, as the Lead Agency, has analyzed the project, and has determined that the Proposed Project was fully analyzed in the Environmental Impact Report for the Irwindale Gateway Specific Plan (SCH No. 2023020290), City’s General Plan and, pursuant to CEQA Guidelines Sections 15183 and 15162, and is consistent with the previously certified EIR, therefore no subsequent EIR, Negative Declaration, or addendum is required for approval of the Proposed Project. (x) City finds and determines that all legal prerequisites to the adoption of this Ordinance have occurred.

B. ORDINANCE
NOW, THEREFORE, the City Council of the City of Irwindale hereby does ordain as follows:
(i) In all respects as set forth in the Recitals, Part A of this Ordinance. (a) Pursuant to the authority and criteria contained in the California Environmental Quality Act (CEQA), the City as Lead Agency, has analyzed the Proposed Project, and has determined in Resolution No. 2025-01-3589, certifying an Environmental Impact Report (“EIR”) (SCH# 2023020290), adopting a mitigation monitoring and reporting program, and a statement of overriding considerations for the Irwindale Gateway Specific Plan, which encompasses the Site that the Proposed Project was adequately assessed in the EIR. the City Council determined that none of the triggers for a Supplemental EIR or Subsequent EIR set forth in CEQA Guidelines 15162 were present and no further environmental review was required prior to approval of the Proposed Project. Pursuant to CEQA Guidelines Section 15162 and 15164, no subsequent EIR, negative declaration, or addendum is required.
(b) The City Council hereby specifically finds and determines that, based upon the findings set forth below, and changes and alterations which have been incorporated into and conditioned upon the Proposed Project, no significant adverse environmental effects will occur.

Ordinance No. 814
(ii) The City Council has found that this Agreement is in the best public interest of the City and its residents, adopting this Agreement constitutes a present exercise of the City’s police power, and this Agreement is consistent with the City’s General Plan.

This Agreement and the Proposed Project will achieve a number of City objectives. (iii) The City Council further finds that the Proposed Project is not subject to development impact fees as defined in Irwindale’s Municipal Code (“IMC”) §3.50.030, and development linkage fees as contemplated in IMC Chapter 3.56. (iv) It is expressly found that the public necessity, general welfare and good zoning practice require the approval of the Development Agreement. (v) This City Council hereby approves the Development Agreement attached hereto as Exhibit “A.”
(vi) The City Council hereby authorizes and directs the Mayor and the City Clerk to execute the Development Agreement on behalf of the City of Irwindale forthwith upon adoption of this Ordinance.
(vii) The City Clerk shall certify to the passage of this Ordinance and shall cause the same to be published and/or posted at the designated locations in the City of Irwindale.

PASSED, APPROVED, and ADOPTED this 10th day of December, 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 Nieto, City Deputy Clerk of the City of Irwindale, do hereby certify that the foregoing Ordinance No. 814 was duly introduced at a special meeting of the Irwindale City Council held on the 24th day of November, 2025, was duly continued to a date certain of December 3, 2025, and was duly approved and adopted on second reading at its regular meeting held on the 10th day of December, 2025, by the following vote of the Council:

Ordinance No. 814
AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Laura M. Nieto, MMC
Chief Deputy City Clerk

AFFIDAVIT OF POSTING
I, Laura Nieto, City Clerk, certify that I caused a copy of Ordinance No. 814 adopted by the City Council of the City of Irwindale at its regular meeting held December 10, 2025 to be posted at the City Hall, Library, and Post Office on _______, 2025. ____________________________
Laura Nieto Dated: ****
City Clerk

Ordinance No. 814

EXHIBIT A

DEVELOPMENT AGREEMENT

01005.0001 2038475.2 1
Recording Requested by And
When Recorded Return to:

CITY OF IRWINDALE
5050 N. Irwindale Ave.

Irwindale, CA 91706
Attn: City Clerk
[Exempt From Recording Fee Per Gov. Code § 6103]
DEVELOPMENT AGREEMENT NO. 01-2025
This Development Agreement (hereinafter “Agreement” or “DA”) is made and entered into as of the Effective Date (defined in Section 1.18 below), by and between the City of Irwindale, a California municipal corporation (hereinafter “City”), and San Gabriel Project I LLC, a Delaware limited liability company (“Gabriel I”), San Gabriel Project II LLC, a Delaware limited liability company (“Gabriel II”), San Gabriel Project III LLC, a Delaware limited liability company (“Gabriel III”), and San Gabriel Project IV LLC, a Delaware limited liability company (“Gabriel IV”) (Gabriel I, Gabriel II, Gabriel III, and Gabriel IV, together with subsidiaries, successors and assigns, collectively hereinafter “Developer”). The City and Developer shall be referred to jointly within this Agreement as the “Parties” and individually as a “Party.”

RECITALS
A. The Development Agreement Statute. California Government Code § 65864 et seq. (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning process, encouraging private participation, and comprehensive planning and identifying the economic costs of such development.

B. Irwindale Gateway Specific Plan. On March 12, 2025, the City Council of the City of Irwindale approved the Irwindale Gateway Specific Plan, encompassing 66.64 acres of real property within the City of Irwindale, located at 13620 Live Oak Avenue Assessor’s Parcel Numbers 8532-002-046, 8532-002-047, (“Specific Plan Area”). In doing so, the City Council adopted Resolution No. 2025-01-3589, certifying an Environmental Impact Report (SCH# 2023020290), adopting a mitigation monitoring and reporting program, and a statement of overriding considerations; Resolution No. 2025- 02-3590 amending the City of Irwindale General Plan from regional commercial to Specific Plan; Resolution No. 2025-05-3593 approving a tentative parcel map to create seven parcels of property within the Specific Plan Area; and on March 26, 2025, adopted Ordinance No. 787 adopting Zone Ordinance Amendment No. 02-2023 to add Irwindale Gateway Specific Plan to Title 17 of the Irwindale Municipal Code, defining permitted uses, regulating the sites and locations of buildings, specifying design guidelines and development standards, addressing mobility and connectivity topics, identifying project infrastructure and services, and providing administrative and implementation language for the Specific Plan Area; and Ordinance No. 788 approving Zone Change No. 02-2022

2 and modifying the City of Irwindale zoning map from M-2 (Heavy Manufacturing) to Irwindale Gateway Specific Plan for the Specific Plan Area.

C. The Property. Developer is the lessor on ground leases for the 15.94 acres of real property within the Irwindale Gateway Specific Plan, located at 13620 Live Oak Avenue, Assessor’s Parcel Number 8532-002-046, legally described and depicted in Exhibits “A” and “B” attached hereto and incorporated herein (the “Property”).

D. Development Application. On May 7, 2025, Developer filed a development application with the City seeking approval of this Development Agreement, along with a Project (as defined herein) description for applicable CEQA (as defined herein) review.

On June 30, 2025, Developer also applied for a site plan and design review 03-2025 (“SPDR”) and a variance ZV 01-2025 (“Variance”) (collectively, the “Development Application”).

E. The Project. The project encompasses a 400 Megawatt (MW) battery energy storage system (BESS), consisting of approximately 353,000 square feet of battery arrays within which battery enclosures, inverter enclosures, and medium voltage transformers are arranged, a collector substation of approximately 87,000 square feet, and approximately 2,000 square feet of auxiliary transformer pads (collectively, the “Project”). The Project is proposed to be unmanned and operate 24 hours per day, seven days a week, and include a 1,200 square foot building with space for spare parts and a small office for use during periodic inspections and maintenance, which would be 4 to 6 employees.

G. Developer. Gabriel I, Gabriel II, Gabriel III, and Gabriel IV each are a party to a ground lease to the Property and are controlled by an indirect parent company, Aypa Power Development LLC, a Delaware limited liability company, which will provide a parent guaranty for Gabriel I, Gabriel II, Gabriel III, and Gabriel IV pursuant to this Agreement in the form attached hereto as Exhibit “F”.

H. CEQA. On March 12, 2025, the City Council of the City of Irwindale adopted Resolution No. 2025-01-3589, certifying an Environmental Impact Report (“EIR”) (SCH# 2023020290), adopting a mitigation monitoring and reporting program, and a statement of overriding considerations for the Irwindale Gateway Specific Plan, which encompasses the Property. The City, as the Lead Agency, has reviewed the Project and determined it was adequately assessed within the EIR. On [DATE], the City Council determined that none of the triggers for a Supplemental EIR or Subsequent EIR set forth in CEQA Guidelines 15162 were present and no further environmental review was required prior to approval of the Project. Pursuant to CEQA Guidelines Section 15162 and 15164, no subsequent EIR, negative declaration, or addendum is required.

I. Orderly Development; Public Benefits. The City Council finds that this Agreement is in the best public interest of the City and its residents, adopting this Agreement constitutes a present exercise of the City’s police power, and this Agreement is consistent with the City’s General Plan and the Irwindale Gateway Specific Plan. This Agreement and the proposed Project will achieve a number of City objectives, including the orderly development of the Property and the provision of public benefits, or funds therefor, to the City and its residents.

3

4 COVENANTS
NOW, THEREFORE, in consideration of the above recitals (“Recitals”) and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. GENERAL DEFINITIONS.

In addition to those terms defined within the above Recitals and elsewhere within this Agreement, the following terms shall bear the meanings set forth below:

1.1“Adopting Ordinance” means Ordinance No. XXXX approving this Agreement, introduced on _______, 2025, and adopted on _____, 2025.

1.2“Agreement” shall have the meaning set forth in the opening paragraph of this Agreement.

1.3“Annual Review” shall have the meaning set forth in Section 6.1.

1.4“Applicable Laws” means, collectively, the following:
(a) The Project Development Approvals.
(b) The Existing Land Use Regulations.
(c) Subsequent Development Approvals.
(d) Those Subsequent Land Use Regulations to which Developer may agree to in writing.

1.5“Approval Date” means the date on which the City Council conducted the second reading of the Adopting Ordinance.

1.6“BESS” means battery energy storage systems.

1.7“BESS Ordinance” means the City’s Ordinance No. 800 regulating BESS, adopted July 23, 2025.

1.8“CDTFA” means the California Department of Tax & Fee Administration.

1.9“City” shall have the meaning set forth in the opening paragraph of this Agreement.

1.10 “CEQA” means the California Environmental Quality Act (Public Resources Code § 21000 et seq.).

1.11 “City Council” means the City Council of the City of Irwindale.

1.12 “Conditions of Approval” means all conditions imposed in the Project Entitlements.

5 1.13 “Developer” shall have the meaning set forth in the opening paragraph of this Agreement.

1.14 “Developer’s Vested Right” shall have the meaning set forth in Section

4.1. 1.15 “Development” means the improvement of the Property for its intended use and for the purposes of completing the structures, improvements, and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping and other facilities and improvements necessary or appropriate for the Project, and the operation, maintenance, repair, or reconstruction of any building, structure, improvement, landscaping or facility after the construction and completion thereof.

1.16 “Development Plan” means Developer’s plan for completion of the Project in compliance with and to the full extent of the Project Development Approvals and Applicable Laws.

1.17 “Director” means the City’s Community Development Director, or his or her designee.

1.18 “Effective Date” means the date on which the Adopting Ordinance becomes effective, which is typically thirty (30) days after the second reading of the Adopting Ordinance.

1.19 “Entitlements” means the Project Development Approvals, the Development Agreement, the Specific Plan, the Zone Change No. 02-2022, and all ministerial permits necessary to build-out the Project.

1.20 “Exhibit” means an exhibit to this Agreement, unless otherwise specifically referenced to a different agreement or document. The following exhibits are incorporated into the Agreement by reference as though set forth in full:

Exhibit “A” Legal Description of the Property
Exhibit “B” Depiction of the Property
Exhibit “C” Detail of Gen-Tie Line Route and Number and Height of Associated Transmission Poles
Exhibit “D” [Intentionally Omitted]
Exhibit “E” [Intentionally Omitted]
Exhibit “F” Form of Parent Guaranty

1.21 “Existing Land Use Regulations” are laws and regulations enacted through legislative actions of the City Council in effect on the Vested Rights

6 Date. Existing Land Use Regulations include ordinances, laws, resolutions, codes, rules, regulations, policies, requirements, guidelines or other actions of City, including but not limited to the City’s General Plan, the IMC (including the BESS Ordinance within Title 17 of the Irwindale Municipal Code), the Irwindale Gateway Specific Plan, which affect, govern or apply to the development and use of the Property, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, and construction standards and specifications applicable to the Project, and the City zoning map (Including Ordinance No. 788 approving Zone Change No. 02-2022 and modifying the City of Irwindale zoning map from M-2 (Heavy Manufacturing) to Irwindale Gateway Specific Plan for the Specific Plan Area). “Existing Land Use Regulations” do not include (i) Project Development Approvals, (ii) regulations relating to the conduct of business, professions, and occupancies generally, (iii) taxes and assessments, (iv) regulations for the control and abatement of nuisances, (v) health and safety regulations, or (vi) any other matter reserved to City pursuant to Article 5.

1.22 “Gen-Tie” means the 220 kilovolt (kV) generation interconnection line and ancillary facilities, including its support structures and poles, from the BESS facility to the boundary line of the Property.

1.23 “IMC” means the Irwindale Municipal Code.

1.24 “Irwindale Gateway Specific Plan” means the plan identified in Ordinance No. 787 adopting Zone Ordinance Amendment No. 02-2023 to add Irwindale Gateway Specific Plan to Title 17 of the IMC, defining permitted uses, regulating the sites and locations of buildings, specifying design guidelines and development standards, addressing mobility and connectivity topics, identifying project infrastructure and services, and providing administrative and implementation language for the Specific Plan Area.

1.25 “Mortgage” means a mortgage, deed of trust, or other security instrument encumbering the Property.

1.26 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security device, a lender, or any party providing tax equity financing in connection with the Project, and each of their respective successors and assigns.

1.27 “Project” shall have the meaning set forth in Recital E.

1.28 “Project Development Approvals” means all Project-specific approvals, including, but not limited to, the Entitlements (minus this Agreement), the Conditions of Approval, project-specific plans, maps, permits, site plans, design guidelines, variances, conditional use permits, grading, building, and other similar permits, environmental assessments, including environmental

7 impact reports and negative declarations, and any amendments, addenda or modifications to those matters, which were applied for by Developer and are required or permitted by the Applicable Laws in order to complete the Project, provided that those Project Development Approvals are consistent with Developer’s Vested Right, this Agreement, and the Applicable Laws. The Entitlements (minus this Agreement), as examples of Project Development Approvals, have been or are anticipated to be approved, subject to the Conditions of Approval, prior to or in conjunction with the approval of this Agreement. “Project Development Approvals” do not include (i) rules, regulations, policies, and other enactments of general application within the City (ii) legislative enactments, including this Agreement, or (iii) Land Use Regulations.

1.29 “Project Sales and Use Tax Revenue” means all Sales and Use Tax revenue received by the City in connection with the development and construction of the Project, including from the purchase, sale or use of any and all materials, equipment, fixtures or other items by Developer or any thirdparty vendors or other contractors involved in the development and construction of the Project.

1.30 “Sales and Use Tax” means and includes (i) the sales and use tax referenced in 3.12 of the IMC, (iii) the transaction and use tax referenced in Chapter 3.54 of the IMC, and (iv) the supplemental transactions and use tax referenced in Chapter 3.58 of the IMC.

1.31 “Subsequent Land Use Regulations” means those Land Use Regulations which are both adopted and effective after the Vested Rights Date.

1.32 “Subsequent Development Approvals” means all Project-specific approvals issued subsequent to the Effective Date in connection with development of the Project, which shall include, without limitation, any changes to the Project Development Approvals.

1.33 “Vested Rights Date” shall mean July 23, 2025, the date the BESS Ordinance was adopted.

2. TERM & GENERAL COVENANTS.

2.1Term. The term of this Agreement (the “Term”) starts on the Effective Date and shall expire thirty-four (34) years and eleven (11) months after City’s approval of the last of the Entitlements subject to (i) any early termination provisions described in this Agreement and (ii) extension as set forth in Section 2.6.

2.2Project Completion. Developer shall complete the Project, including passing final inspection, by no later than five (5) years from the Effective Date, subject to extension as set forth in Section 2.6.

2.3Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the development of the Property for

8 completion of the Project, including actions by the City on applications for Subsequent Development Approvals affecting the Property shall be subject to the terms and provisions of this Agreement.

2.4Agreement Runs with the Land. This Agreement shall be recorded and shall run with the land. Pursuant to Government Code § 65868.5, the burdens of this Agreement and each of its provisions shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties, including, but not limited to, all parties that enter into lease agreements with Developer for possession of any part of the Property.

2.5Covenant Against Discrimination. Developer 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, marital status, sexual orientation or gender preference, national origin, or ancestry in the performance of this Agreement. Developer shall take affirmative action to ensure that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation or gender preference, national origin, or ancestry.

2.6Tolling. Notwithstanding anything to the contrary contained in this Agreement, the time periods set forth in Sections 2.1 and 2.2, shall be tolled and extended on a day-for-day basis for the duration of any (i) third party litigation against the Project Development Approvals or this Agreement, (ii) delay in commencement or performance of construction or operation of the Project occasioned by a moratorium on the issuance of any of the Project Development Approvals, (iii) delay in commencement or performance of construction or operation of the Project occasioned by an event of Force Majeure (as defined in Section 13.10) (each a “Tolling Event”). If, and each time a Tolling Event occurs or ends, Developer shall deliver written notice to the City in accordance with Section 13.2 as soon as reasonably practical after Developer receives actual notice of the occurrence or cessation of the Tolling Event, specifying the date of the occurrence or cessation of the Tolling Event. Notices of occurrence of Tolling Events shall be subject to approval of the City Manager, not to be unreasonably withheld, conditioned or delayed, in order for the tolling associated with the Tolling Event to be effective (although such tolling may take effect retroactively upon such City Manager approval).

3. DEVELOPER’S OBLIGATIONS

3.1 Community Benefit – DA Payment. Should the City, in its sole discretion, approve in connection with the Project (i) the SPDR, (ii) the Variance, and (iii) a second reading and adoption of ordinance approving this Agreement, then within 30 days of the latest of such events to occur, and provided this Agreement is fully executed and in effect, Developer shall tender to the City Treasurer a one-time cash payment to the City in the amount of Two Million Dollars ($2,000,000.00) (the “Initial DA Payment”). Within 30 days of the issuance of the certificate of

9 occupancy for the Project, Developer shall tender to the City Treasurer a one-time cash payment to the City in the amount of Six Million Dollars ($6,000,000.00) (“Final DA Payment”) The Initial DA Payment and Final DA Payment shall be collectively referred to throughout this Agreement as the “DA Payment,” to be utilized by the City at its discretion to use for future community public benefits to the City overall. For the sake of clarity, to the extent the City decides to use the DA Payment on a community public benefit project, such project is a separate project with independent utility from the Project, for which Developer shall not be responsible for processing any entitlements. The City shall include Developer in, and publicly recognized Developer’s contribution during, all ceremonies celebrating any community public benefit projects funded or partially funded by the DA Payment. The Parties agree to cooperate in good faith to prepare and process the appropriate documentation for such contribution, including by providing such documentation reasonably requested by a Party for tax reporting and tax credit purposes.

3.2Community Benefit – Employment Outreach for Local Residents. A goal of the City with respect to this Project and other major projects within the City is to foster employment opportunities for Irwindale residents. To that end, Developer covenants that with respect to the construction, operation and maintenance of the Project, Developer shall make reasonable efforts to cause all solicitations for full or part-time, new or replacement, employment relating to the construction, operation and maintenance of the Project to be advertised in such a manner as to target local City residents. Developer shall also notify the City of jobs available at the Project such that the City may inform City residents of job availability at the Project. Developer will inform any new owner of the Project (as set forth in Section 11) or new lessee of the Property of the provisions of these requirements. Nothing in this paragraph shall require Developer to offer employment to individuals who are not otherwise qualified for such employment. Without limiting the generality of the foregoing, the provisions of this Section 3.2 are not intended, and shall not be construed, to benefit or be enforceable by any person whatsoever other than City or to require Developer to violate any labor law.

3.3Community Benefit – Project Sales & Use Tax Covenant.

3.3.1. Developer acknowledges that one of the material inducements for the City’s approval of this Agreement is the expectation that the Project will generate substantial local Sales and Use Tax Revenue. Developer therefore covenants and agrees that the City shall receive a total of at least Five Million Dollars ($5,000,000.00) in Project Sales and Use Tax Revenue (“Guaranteed Revenue Amount”).

3.3.2. Developer shall provide to the City a list identifying the legal names, as may be registered with the California Department of Tax and Fee Administration, of all tax-paying contractors or suppliers contracted by Developer (“List of Contractors”) on the first day of each quarter, commencing on April 1, 2026 and ending on the end of the first full City fiscal year following issuance of the certificate of occupancy for the Project (unless Developer sooner notifies the

10 City that all Sales and Use Tax related to Project construction has been remitted in which case it may cease providing List of Contractors quarterly updates). Developer acknowledges that the City’s ability to identify and credit Sales and Use Tax Revenue attributable to the Project depends on accurate contractor and supplier information. Accordingly, if any contractor or supplier fails to provide such legally registered name or provides inaccurate or incomplete information, the City may be unable to properly credit the corresponding Sales and Use Tax Revenue toward the Project. Developer hereby waives any claim against the City attributable to any such undercrediting by the City resulting from inaccurate or incomplete contractor or supplier information provided to the City.

3.3.3. Thirty (30) days following the last to occur of (i) the end of the first full City fiscal year following issuance of the certificate of occupancy for the Project, (ii) the City’s receipt of the List of Contractors, and (iii) the date that the CDTFA data reflecting Project-related allocations becomes available, the City shall provide Developer with an accounting, (a) identifying the aggregate amount of all Project Sales and Use Tax Revenue received by the City to date in relation to the Project, and (b) to the extent not prohibited by law, a summary of the information relied upon by the City in making its determination.

3.3.4. If the City reasonably determines that the amount of Project Sales and Use Tax Revenue received by the City is less than $5,000,000.00, the City shall invoice Developer (“Invoice Date”) for the difference (i.e., $5,000,000.00 less the amount of Project Sales and Use Tax Revenue actually received) (“Shortfall Amount”). Developer shall have thirty (30) days after receipt of such invoice to either (i) remit payment to the City Treasurer of the Shortfall Amount, or (ii) provide written comments or additional information to the City relevant to the City’s calculation. The City shall consider any such information in good faith and no later than thirty (30) days following the receipt of any such information from Developer, the City shall notify Developer in writing whether its determination of the Project Sales and Use Tax Revenue has changed and, if so, issue a revised invoice to Developer. Developer will remit payment to the City Treasurer within thirty (30) days of receipt of such notice or revised invoice. If CDTFA later adjusts and lowers the Sales & Use Tax Revenue paid by any of the persons or entities set forth on the List of Contractors for any reason (i.e. audit, etc.), the City shall issue a revised invoice to Developer. Developer will remit payment to the City Treasurer within thirty (30) days of receipt of such notice or revised invoice.

Notwithstanding the foregoing, Developer shall have no obligation to remit any additional payments after the date that is the three (3) year anniversary of the Invoice Date.

3.4Financial Assurance for Decommissioning. To ensure the safe decommissioning of the Project, upon the issuance of a temporary occupancy permit or occupancy permit, Developer of the battery energy storage facility shall

11 continuously maintain a financial assurance or security, payable to the City, in a form and amount required by the BESS Ordinance. The security shall be in the form of a surety bond. The financial assurance shall be maintained for the duration of the use of the Project. All costs shall be borne solely by the Developer.

Developer shall submit to City an initial analysis proposing the estimated amount of the financial assurance (the “Initial Decommissioning Report”) prior to the issuance of the building permit; provided, however, Developer may replace the Initial Decommissioning Report with a final decommissioning report, which it shall provide to the City at least ninety (90) days prior to the estimated date of issuance of the certificate of occupancy. The City shall consider any such information in good faith and no later than thirty (30) days following the receipt of any such information from Developer, the City shall notify Developer in writing of its determination. The amount of financial assurances shall be adjusted every three (3) years to account for any increase or decrease in costs. Developer shall submit written revisions to financial assurances to the City Treasurer each year, thirty days prior to the anniversary date of the initial financial assurances approved by the City. If written revisions to the financial assurances are not provided, the Developer shall explain, in writing, thirty days prior to such anniversary date, why revisions were not necessary. The City Treasurer may require further revisions and/or explanation from the Developer if the submission is found to be inadequate.

3.5Community Benefit – Fire Safety Training. Developer shall pay for a third-party expert to provide training(s) every three (3) years commencing sixty (60) days following issuance of the certificate of occupancy, until termination of the Term of this Agreement, for the County of Los Angeles Fire Department and Irwindale Police Department employees on the proper strategies for safely responding to a BESS fire incident. Developer agrees to cooperate with any and all annual audits conducted by the Los Angeles County Fire Department.

3.6Satisfaction of Developer Obligations. Developer’s obligations identified in Section 3 of this Agreement shall be deemed satisfied if the City does not approve any encroachment agreement (by separate approval), Variance (by separate approval) the SPDR, and other Project Development Approvals required to commence construction of the Project. This limitation shall not extend to any subsequent encroachment agreements or other approvals that may be sought after commencement of the Project, the denial of which shall not relieve Developer of its obligations under Section 3.

4. DEVELOPMENT OF THE PROPERTY.

4.1Scope of Developer’s Vested Right. Subject to the Reservation of Authority set forth in Article 5, Developer shall have the vested right to develop the Project to the full extent permitted under the Applicable Laws as of the Vested Rights Date and compliance with this Agreement (“Developer’s Vested Right”).

4.2Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official

12 policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and structures, and the design, improvement and construction standards and specifications applicable to the Development of the Property, shall be as set forth in the Existing Land Use Regulations which were in full force and effect as of the Vested Rights Date, subject to the terms of this Agreement. For the sake of clarity, the Parties agree that standards set forth in the Specific Plan and Variance prevail over any conflicting standards set forth in the Existing Land Use Regulations, including the BESS Ordinance. If the City adopts a Subsequent Land Use Regulation against which the Developer holds a Vested Right, the Developer may, in its sole discretion, partially waive its Vested Right in writing and be subject to the Subsequent Land Use Regulation.

4.3Rights under State and Federal Law. Developer shall retain all rights it has under state and federal law, including, but not limited to, Developer’s rights under Government Code § 65865.2, which provides that subsequent discretionary actions shall not prevent development of the Property for the uses and to the density or intensity of development set forth in the Project Development Approvals.

4.4Lesser Development. Without amending this Agreement, Developer shall have the right to elect to develop and construct upon all or any portion of the Property a Project of lesser height or building or structure size than that permitted by the Project Development Approvals provided that the Project otherwise complies with the Project Development Approvals and this Agreement. Moreover, nothing in this Agreement shall be construed as requiring the Developer to commence or complete Project if it is not economically feasible.

4.5Project Development Approvals; Subsequent Development Approvals.

The Project Development Approvals for the Project may require the processing of Subsequent Development Approvals. Subject to the provisions of Section

4.6 below, the City shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the manner for processing such matters in accordance with the Existing Land Use Regulations. Notwithstanding the foregoing, the parties acknowledge that subject to the Existing Land Use Regulations, the City is not obligated to approve any Subsequent Development Approval, or to approve any Subsequent Development Approval with or without any particular condition. Except as limited by Developer’s Vested Right, the City reserves its full police power and this Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval.

4.6Role of Project Development Approvals. Except as provided within this Agreement, the Project Development Approvals, Zone Change No. 02-2022, and Irwindale Gateway Specific Plan shall exclusively control the uses of the Property, the density or intensity of use, the maximum height and size of

13 proposed buildings or structures, the provisions for reservation or dedication of land for public purposes, and the design, improvement, and construction standards and specifications applicable to the Project.

4.7Moratorium. Notwithstanding any other provision of this Agreement, no future amendment of any existing City ordinance or resolution or any subsequent ordinance, resolution or moratorium, enacted either by the City Council or by voter approved initiative, that is related to zoning and purports to impose or result in a limitation on the Project, imposed by City, shall apply to govern, or regulate the Project or development or use of the Property during the Term. In the event of any such subsequent action by City, Developer shall continue to be entitled to apply for and receive Subsequent Development Approvals in accordance with the Existing Land Use Regulations, subject only to the exercise of the City’s Reservation of Authority set forth herein.

5. CITY’S RESERVATION OF AUTHORITY.

5.1Reservation. To the full extent permitted by law, the City expressly reserves its police power over the Project, the Project Development Approvals, Entitlements, and any Subsequent Development Approvals. Nothing herein shall be deemed to be a prejudgment, commitment or guaranty that any approvals or permits will be issued within any particular time, or with or without any particular conditions.

5.2Uniform Codes. Developer agrees to comply with changes adopted by the International Conference of Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, or other such Uniform Codes incorporated into the City’s formally adopted version of the County of Los Angeles Building Code in effect at the time of each plan check submittal, as applicable City-wide, and any Subsequent Land Use Regulations.

5.3Emergencies. Nothing herein shall limit the City’s authority to promulgate emergency rules, regulations, laws, and ordinances within the City’s police power that would limit the exercise of Developer’s Vested Right (“Conflicting Emergency Regulations”), provided that the Conflicting Emergency Regulations:
(a) Result from a sudden, unexpected emergency declared by the President of the United States, Governor of California, County Board of Supervisors and applicable to incorporated areas, including the City, or the City Council;
(b) Address a clear and imminent danger, with no effective reasonable alternative available that would have a lesser adverse effect on Developer’s Vested Right;

14 (c) Do not primarily or disproportionately impact the development of the Project; and
(d) Are based upon findings of necessity established by a preponderance of the evidence at a public hearing.

5.4Laws of Other Jurisdictions. Other public agencies not subject to control by City may possess authority to regulate aspects of the Project. This Agreement does not limit the authority of such other public agencies. Therefore:
(a) Federal, state, county, and multi-jurisdictional laws and regulations (the “Additional Regulations”), including regional impact fees, which City is required to enforce against the Property or the Project, except if the Additional Regulations are for the purpose of mitigating a significant or potentially significant impact that has already been mitigated pursuant to the Project’s EIR.
(b) If an Additional Regulation is enacted after the Vested Rights Date and prevents or precludes compliance with one or more of the provisions of this Agreement, those provisions shall be modified or suspended as may be necessary to comply with the Additional Regulation. In that event, this Agreement shall remain in full force and effect to the extent it is not inconsistent with the Additional Regulation and to the extent that the suspension or modification necessitated by the Additional Regulation does not deny one of the Parties its primary benefits under this Agreement.
(c) Developer shall apply in a timely manner for such other permits and approvals that are lawfully required by other governmental or quasigovernmental agencies in order to allow the Project to be constructed. City shall provide Developer reasonable cooperation in Developer’s efforts to obtain such permits and approvals. The Parties shall cooperate and use reasonable efforts in coordinating the implementation of the Development with other public agencies, if any, having jurisdiction over the Property or the Project.

5.5Modification or Suspension by Federal or State Laws. In the event that Federal or State laws or regulations, enacted after the Vested Rights Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such Federal or State laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.

5.6Energy Efficient and Sustainable Building Design. All Project buildings shall promote sustainable and energy efficient practices through compliance

15 with California Code of Regulations, Title 24 as in effect at the time of each plan check submittal.

5.7Prevailing Wages. Developer’s cost of developing the Project and constructing all of the on-site and off-site improvements, if any, at or about the Property required to be constructed for the Project shall be borne by Developer.

Developer is aware of the laws of the State governing the payment of prevailing wages on public projects and will comply with same and will defend, hold harmless, and indemnify City in the event Developer fails to do so. As the City is not providing any direct or indirect financial assistance to Developer, the Project should not be considered to be a “public work” “paid for in whole or in part out of public funds,” as described in California Labor Code § 1720.

Accordingly, it is believed by the parties that Developer is not required to pay prevailing wages in connection with any aspect of the Development or the construction of the Project as a result of the City’s approval of the Project.

However, to the extent that (contrary to the parties’ intent) it is determined that Developer was required to pay prevailing wage and has not paid prevailing wages for any portion of the Project, Developer shall defend, indemnify, and hold the City, its related agencies, officers, employees, agents and assigns, harmless from and against any and all increase in construction costs, or other liability, loss, damage, costs, or expenses (including reasonable attorneys’ fees and court costs) arising from or as a result of any action or determination that Developer failed to pay prevailing wages in connection with the construction of the Project. City shall reasonably cooperate with Developer regarding any action by Developer hereunder challenging any determination that the Project is subject to the payment of prevailing wages. Notwithstanding the foregoing, the City retains the right to settle or abandon the matter without Developer’s consent as to the City’s liabilities or rights only, but should it do so, City shall waive the indemnification herein provided such waiver occurs prior to the issuance of any judgment in the matter. Nothing herein shall be construed to limit any obligation of the Developer or the Project to pay prevailing wages pursuant to a private agreement between the Developer or its contractors and any third parties.

5.8Fees, Taxes, and Assessments.

5.8.1. Processing Fees. Developer shall pay all City-wide published processing fees and charges of every kind and nature lawfully imposed by City to cover the estimated actual costs to City of processing applications for or monitoring compliance with Project Development Approvals. For the sake of clarity, the parties agree that the Existing Land Use Regulations require a development impact fee of $0.00 because the unmanned project does not contain permanent habitable industrial space to which a Development Impact Fee could be assessed.

5.8.2. User Fees & Service Charges and Development Impact Fees.

Except as expressly provided in this Agreement, Developer shall pay all existing types of fees and charges which are standard and uniformlyPage 74 of 383 16 applied to similar projects in the City, which may be increased from timeto-time in accordance with applicable law. If any development impact fee exclusive to a BESS project does not exist as of the Vesting Rights Date, and Project operations remain the same as described in Recital E and Section 5.8.3(a) below, then Developer shall not be subject to such fee for a (i) period of thirty (30) years following the City’s issuance of the final Certificate of Occupancy for the Project, or (ii) the Term of this Agreement, whichever occurs sooner. In the event Project operations materially deviate from representations made in this Section 5.8, the City’s determinations and the applicability of the development impact fee protections of this subsection shall no longer apply, and the Project shall be subject to any development impact fees applicable to its actual operations at the time any new building permits are issued.

5.8.3. General Charges. Nothing herein shall prohibit the application of the following, if lawfully imposed upon the Property and is a type of fee or charge not already addressed by Section 5.8.1 or 5.8.2 of this Agreement:
(a) Developer, or Developer’s Project occupants, shall be obligated to pay any applicable fees, charges, or taxes, and lawful increases thereof, imposed on a City-wide basis, whether adopted by the City Council or by voter-approved initiative, as set forth in the City’s Charter, Municipal Code, or in a resolution adopted by the City Council, each as amended. Developer and City acknowledge that (a) the existing utility company is required to pay the City pursuant to its franchise agreement as set forth in Ordinance No. 45 with the City, and (b) Developer is a retail customer of the utility company who does not sell energy storage services to businesses, residents, or other retail customers within City limits, and (c) the point of change of ownership is at the Project site. Developer shall reasonably cooperate in providing any data to the City necessary for the City to collect the proper franchise fees or taxes and utility user taxes from the utility company and will follow any applicable contract requirements with the utility company;
(b) Developer, or Developer’s Project occupants, shall be obligated to pay any types of fees or assessments imposed on an area-wide basis and lawful increases thereof;
(c) Developer, or Developer’s Project occupants, shall be obligated to pay any fees imposed pursuant to any Uniform Code, as adopted by the City; and
(d) Developer, or Developer’s Project occupants, shall be obligated to pay any utility service fees and charges, including amended rates thereof, for City services such as electrical utility charges, water rates, and sewer rates.

17 5.9Inconsistencies. It is expressly agreed that in the event of any clear and explicit conflict between the provisions or conditions of the EIR, the Existing Land Use Regulations, this Agreement, and the Project Development Approvals (other than the EIR), then the provisions or conditions of the following shall prevail in this order:
(a) EIR;
(b) this Agreement;
(c) Variance
(d) Specific Plan and Zone Change No. 02-2022;
(e) Project Development Approvals (other than the EIR); and (f) Existing Land Use Regulations
For the avoidance of doubt, the Parties agree that, when determining whether a clear and explicit conflict exists between the provisions or conditions of the documents listed above in this Section 5.9, the fact that one provision or condition may be more detailed than another provision or condition relating to the same subject matter, or that a provision or condition related to a given subject matter may be contained in one document whereas another document is silent on the subject matter, does not, on its own, create a clear and explicit conflict. In such circumstances, the provision or condition in each document shall be read to be consistent with one another.

5.10 Exercise of Project Development Approval. Notwithstanding anything herein, in the Specific Plan, or in the IMC to the contrary, pursuant to Section 65865.2 of the Development Agreement Law, Project Development Approvals shall not expire during the term of this Agreement on the grounds that Developer failed to exercise the Project Development Approvals within a specified period of time after their approval.

5.11 Variance for Overhead Powerlines and Poles. Notwithstanding anything herein, in the Specific Plan, or in the IMC to the contrary, with approval of the Variance, Developer shall not be required to underground the Gen-Tie; poles and lines shall not be limited to a maximum structure height of sixty-five (65) feet; and the Gen-Tie does not need to be constructed as depicted in Exhibit “C”.

6. ANNUAL REVIEW.

6.1Timing of Annual Review. Pursuant to Government Code § 65865.1, at least once during every twelve (12) month period of the Term, City shall review the good faith compliance of Developer with the terms of this Agreement (“Annual Review”). No failure on the part of City to conduct or complete an Annual Review as provided herein shall have any impact on the validity of this

18 Agreement, nor shall it be deemed a breach on the part of City or Developer.

The cost of the Annual Review shall be borne by Developer and Developer shall pay the actual and reasonable costs incurred by the City for such review.

6.2Special Review. The City Council may, in its sole and absolute discretion, order a special review of compliance with this Agreement at any time at City’s sole cost (“Special Review”). Developer shall cooperate with the City in the conduct of such Special Reviews.

6.3Standards for Annual Review. During the Annual Review, Developer shall demonstrate good faith compliance with the terms of this Agreement. “Good faith compliance” shall be established if Developer is in substantial compliance with the material terms and conditions of this Agreement.

6.4Procedure. Each Party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. The procedure for an Annual Review or Special Review shall be as follows:
(a) As part of either an Annual Review or Special Review, within ten (10) business days of a request for information by the City, the Developer shall respond and/or deliver to the City all information and supporting documents reasonably requested by City (i) regarding the Developer’s performance under this Agreement demonstrating that the Developer has complied in good faith with the terms of this Agreement, and (ii) as required by the Applicable Laws. (b) The City Manager, or his/her designee, shall prepare and submit to Developer a written report on the performance of this Agreement and identify any perceived deficiencies in Developer’s performance of this Agreement. The Developer may submit written responses to the report and Developer’s written response shall be included in the City Manager’s report. The City Manager may then meet and confer with the Developer regarding the Developer’s written response. If the City Manager determines, in light of Developer’s response and/or the meet and confer, that the Developer has substantially complied with the terms and conditions of this Agreement, the Annual or Special Review shall be concluded.
(c) If the City Manager, following review of Developer’s written responses and a meet and confer between City Manager and Developer, continues to perceive any deficiencies in Developer’s performance of this Agreement and reasonably determines that Developer will not rectify the perceived deficiencies, then a public hearing shall be held before the City Council at which the Council will review the City Manager’s report. The report to Council shall be made at a regularly-scheduled City Council meeting occurring as soon as possible, subject to the requirements of the Brown Act, after

19 the commencement of the Annual or Special Review process outlined in this Section 6.4. If the City Council finds and determines, based on substantial evidence, that the Developer has not substantially complied with the terms and conditions of this Agreement for the period under review, the City may declare a default by the Developer in accordance with Article 7.
(d) Neither party hereto shall be deemed in breach if the reason for noncompliance is due to a “force majeure” as defined in, and subject to the provisions of, Section 13.10.

6.5Certificate of Agreement Compliance. If, at the conclusion of an Annual Review or a Special Review, Developer is found to be in compliance with this Agreement, City shall, upon written request by Developer, issue a Certificate of Agreement Compliance (“Certificate”) to Developer stating that after the most recent Annual Review or Special Review and based upon the information known or made known to the City Manager, Planning Commission, and City Council that (i) this Agreement remains in effect and (ii) Developer is in compliance. The Certificate, whether issued after an Annual Review or Special Review, shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance.

Developer shall at its cost record the Certificate with the County Recorder.

Additionally, Developer may at any time request from the City a Certificate stating, in addition to the foregoing, which obligations under this Agreement have been fully satisfied with respect to the Property, or any lot or parcel within the Property.

6.6Review Process Not a Prerequisite to Declaring a Default. Neither the Annual Review nor Special Review procedure is a prerequisite to either party declaring a default and initiating the default and cure procedure in Article 7. In other words, either Party may declare a default at any time without first undertaking the Annual Review or Special Review process.

6.7Public Hearings. The public hearing prescribed by Section 6.4 is independent of, and in addition to, any further hearing procedures relating to defaults and remedies prescribed in Article 7 below. Thus, if the City Council finds that the Developer has not substantially complied with the terms and conditions of this Agreement as part of a review process pursuant to Section 6.4 and determines to declare a default, the City Council is still required to follow the notice/cure process (Section 7.2) and the termination hearing process (Section 7.4) before terminating this Agreement.

7. DEFAULTS AND REMEDIES.

7.1 Remedies Available. The parties acknowledge and agree that other than the termination of this Agreement pursuant to this Article 7, specific performance, injunctive and declaratory relief are the only remedies available for the enforcement of this Agreement and knowingly, intelligently, and willingly waive any and all other remedies otherwise available in law or equity. Accordingly, and not

20 by way of limitation, and except as otherwise provided in this Agreement, each Party shall not be entitled to any money damages from the other Party by reason of any default under this Agreement (other than specific performance, injunctive and declaratory relief to perform any monetary obligation hereunder). Further, Developer shall not bring an action against City nor obtain any judgment for damages for a regulatory taking, inverse condemnation, unreasonable or unconstitutional exactions, reduction in value of property, delay in undertaking any action, or asserting any other liability for any matter or for any cause which existed or which Developer knew of or should have known of prior to the time of entering into this Agreement, Developer’s sole remedies being as specifically provided above. Likewise, City shall not bring an action against Developer nor obtain any judgment for damages for any action or for asserting any other liability for any matter or cause related to the Project and within the scope of this Agreement which existed or which the City knew of or should have known of prior to the time of entering into this Agreement, City’s sole remedies being as specifically provided above. City and Developer each acknowledge that such remedies are adequate to protect their respective interests hereunder and the waiver made herein is made in consideration of the obligations assumed by the respective Parties hereunder.

7.2 Declaration of Default & Opportunity to Cure.

7.2.1 Rights of Non-Defaulting Party after Default. The Parties acknowledge that both Parties shall have hereunder all legal and equitable remedies as provided by law following the occurrence of a default or to enforce any covenant or agreement herein except as provided in Section

7.1. Before this Agreement may be terminated or action may be taken to obtain judicial relief, the Party seeking relief (“Non-Defaulting Party”) shall comply with the notice and cure provisions of this Section 7.2.

7.2.2 Notice and Opportunity to Cure. A Non-Defaulting Party in its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of the other party (“Defaulting Party”) to perform any material duty or obligation of the Defaulting Party under the terms of this Agreement.

However, the Non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure in order to return to compliance with this Agreement (the “Default Notice”). The Defaulting Party shall be deemed in Default under this Agreement, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such default within thirty (30) days after the date of such Default Notice or ten (10) days for monetary defaults (or such lesser time as may be specifically provided in this Agreement). If such non-monetary Default cannot be cured within such thirty (30) day period, then the Defaulting Party shall not be deemed in breach of this Agreement if the Defaulting Party does each of the following:

21 (a) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted default is not curable within the thirty (30) day period;
(b) Notifies the Non-Defaulting Party of the Defaulting Party’s proposed course of action to cure the default;
(c) Promptly commences to cure the default within the thirty (30) day period;
(d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and
(e) Diligently prosecutes such cure to completion.

7.3Termination Notice. Upon receiving a Default Notice, should the Defaulting Party fail to timely cure any default, or fail to diligently pursue such cure as prescribed above, the Non-Defaulting Party may seek termination of this Agreement, in which case the Non-defaulting Party shall provide the Defaulting Party with a written notice of intent to terminate this Agreement (“Termination Notice”). The Termination Notice shall state that the Non-Defaulting Party will elect to terminate this Agreement within thirty (30) days and state the reasons therefor (including a copy of any specific charges of default or a copy of the Default Notice) and a description of the evidence upon which the decision to terminate is based.

7.4Hearing Opportunity Prior to Termination. If Developer is the Defaulting Party pursuant to Section 7.2, then the City’s Termination Notice to Developer shall additionally specify that Developer has the right to a hearing prior to the City’s termination of any Agreements (“Termination Hearing”). The Termination Hearing shall be scheduled as an open public hearing item at a regularly-scheduled City Council meeting within thirty (30) days of the Termination Notice, subject to any legal requirements including but not limited to the Ralph M. Brown Act, Government Code §§ 54950–54963. At said Termination Hearing, Developer shall have the right to present evidence to demonstrate that it is not in default and to rebut any evidence presented in favor of termination. Based upon substantial evidence presented at the Termination Hearing, the Council may, by adopted resolution, act as follows:
(a) Decide to terminate this Agreement; or
(b) Determine that Developer is innocent of a default and, accordingly, dismiss the Termination Notice and any charges of default; or (c) Impose conditions on a finding of default and a time for cure, such that Developer’s fulfillment of said conditions will waive or cure any default.

Findings of a default or a conditional default must be based upon substantial evidence supporting the following two findings: (i) that a default in

22 fact occurred and has continued to exist without timely cure, and (ii) that such default has caused or will cause a material breach of this Agreement and/or a substantial negative impact upon public health, safety and welfare, the environment, or such other interests that City and public may have in the Project.

7.5Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (i) any obligations to have been performed prior to said termination, (ii) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, or (iii) the indemnification provisions of Article 8. Termination of this Agreement shall not affect either Party’s rights or obligations with respect to any Project Development Approval granted prior to such termination.

7.6Waiver of Breach. By not challenging any Project Development Approval within ninety (90) days of the action of City enacting the same, Developer shall be deemed to have waived any claim that any condition of approval is improper or that the action, as approved, constitutes a breach of the provisions of this Agreement.

7.7Interest on Monetary Default. In the event Developer fails to perform any monetary obligation under this Agreement, Developer shall pay interest thereon at the rate of six and one-half percent (6.5%) per annum from and after the due date of said monetary obligation until payment is actually received by City.

8. THIRD PARTY LITIGATION.

8.1 Indemnity Obligations on Third-Party Claims.
(a) Developer hereby agrees to indemnify, defend, and hold City, its officers, agents, employees, members of its City Council and any commission, partners and representatives (collectively, “City Indemnitees”) harmless from any and all claims, actions, suits, damages, liabilities, and any other actions or proceedings (whether legal, equitable, declaratory, administrative, or adjudicatory in nature) (collectively, “Claims”), asserted against City or City Indemnitees arising out of or in connection with this Agreement, including, without limitation, (i) City’s approval of this Agreement and all documents related to any of the Project Development Approvals, Conditions of Approval, permits, or other entitlements for the Project and issues related thereto (including, City’s determinations regarding CEQA compliance and/or any other development incentives granted to the Project), (ii) the development of the Project, and (iii) liability for damage or claims for damage for personal injury including death and claims for property damage which may arise from, or are attributable to, Developer’s (or Developer’s contractors, subcontractors, agents, employees or other persons acting on Developer’s behalf

23 (“Developer’s Representatives”)) performance of its obligations under this Agreement and/or the negligence or misconduct of Developer or of Developer’s Representatives which relate to the Project or the Property Nothing herein shall be construed to mean that Developer shall indemnify the City for any Claims to the extent arising from, or alleged to arise from, the sole negligence or gross or willful misconduct of the City’s officers, employees, agents, contractors or subcontractors.
(b) The City shall provide Developer with notice of the pendency of such Claims within ten (10) days of being served or otherwise notified of such Claims and shall request that Developer defend such action.

Developer may utilize the City Attorney’s office or use legal counsel of its choosing, but shall reimburse the City for any necessary legal cost incurred by City. In all cases, City shall have the right to utilize the City Attorney’s office in any legal action. Upon City’s notification to Developer of the pendency of the claim or suit, Developer shall make a minimum deposit sufficient to pay all of Developer’s indemnification obligations for the following ninety (90) days, which includes legal costs and fees anticipated to be incurred as determined by City in its sole discretion (not to exceed Fifty Thousand Dollars ($50,000)). Developer shall make deposits required under this Section 8.1 within fifteen (15) days of receipt of City’s written request. City shall endeavor to provide Developer written notice when City determines the minimum balance is approaching Twenty Thousand Dollars ($20,000) and shall provide written notice to Developer when the City determines the deposit balance is below Twenty Thousand Dollars ($20,000). Developer shall make the balance of the minimum deposit (not to exceed Fifty Thousand Dollars ($50,000)) within fifteen (15) days of receipt of such written notice.
(c) If Developer fails to provide the deposit, and after compliance with the provisions of this Section 8.1, the City may abandon the action and Developer shall pay all costs resulting therefrom (including but not limited to any attorneys’ fees and other costs for which City may be liable as result of such abandonment), and City shall have no liability to Developer. It is expressly agreed that City shall have the right to utilize the City Attorney’s Office or use other legal counsel of its choosing. Developer’s obligation to pay the defense costs of City shall extend until final judgment, including any appeals. City agrees that it shall fully cooperate with Developer in the defense of any matter in which Developer is defending and/or holding the City harmless. City shall discuss litigation strategy with Developer in good faith but shall retain absolute discretion to make strategy decisions for the City, but not the Developer. City may make all reasonable decisions with respect to its representation in any legal proceeding, including its inherent right to abandon or to settle any

24 litigation brought against it in its sole and absolute discretion, and City’s reasonable decision to settle or abandon a matter, including but not limited to following an adverse judgment or failure to appeal, shall not cause a waiver of the City’s indemnification rights.

Notwithstanding the foregoing or anything stated herein or in prior written agreements between Developer and City, unless such settlement is approved by Developer, Developer shall not be bound by the City’s settlement and retains full discretion to appeal or otherwise continue the defense.

8.2 Hold Harmless: Developer’s Construction, and Other Activities.

Developer shall defend, save and hold the City and its elected and appointed boards, commissions, officers, agents, and employees harmless from any and all claims, costs (including attorneys’ fees) and liability for any damages, personal injury or death, which may arise, directly or indirectly, from Developer’s or Developer’s agents, contractors, subcontractors, agents, or employees’ Project construction activities and operations under this Agreement, whether such Project construction activities and operations be by Developer or by any of Developer’s agents, contractors or subcontractors or by any one or more persons directly or indirectly employed by or acting as agent for Developer or any of Developer’s agents, contractors or subcontractors. Nothing herein shall be construed to mean that Developer shall hold the City harmless and/or defend it from any claims to the extent arising from, or alleged to arise from, the sole negligence or gross or willful misconduct of the City’s officers, employees, agents, contractors or subcontractors.

8.3 Loss and Damage. City shall not be liable for any damage to property of Developer or of others located on the Property, nor for the loss of or damage to any property of Developer or of others by theft or otherwise. City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Property or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Property, or by any other cause of whatsoever nature. Nothing herein shall be construed to mean that Developer shall bear liability for the sole negligence or gross or willful misconduct of the City’s officers, employees, agents, contractors of subcontractors.

8.4 Non-liability of City Officers and Employees. No official, agent, contractor, or employee of the City shall be personally liable to Developer, 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 Developer or to its successor, or for breach of any obligation of the terms of this Agreement.

8.5 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects the

25 financial interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any state statute or regulation.

8.6 Survival of Indemnity Obligations. All indemnity provisions set forth in this Agreement shall survive termination of this Agreement for any reason other than a default by City.

9. INSURANCE.

9.1 Types of Insurance.

9.1.1 General Liability Insurance. At commencement and until completion of construction of improvements by Developer on the Property, Developer shall, at its sole cost and expense, keep or cause to be kept in force, for the mutual benefit of City and Developer, commercial general liability insurance against claims and liability for bodily injury or death arising from the use, occupancy, disuse or condition of the Property, improvements or adjoining areas or ways, affected by such use of the Property or for property damage.

Such policy shall provide protection of at least $5,000,000 per occurrence, and $10,000,000 in the general aggregate. Limits can be met by a combination of primary and excess policies.

9.1.2 Workers’ Compensation / Employer’s Liability. To the extent Developer and its contractors utilize employees for any portion of the Project, Developer and such contractors shall also furnish or cause to be furnished to City evidence reasonably satisfactory to it that Developer and any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries workers’ compensation insurance as required by law. Employer’s Liability policy shall provide limits of $1,000,000 bodily injury by accident-each accident, $1,000,000 bodily injury by disease-each employee, and $1,000,000 bodily injury by disease-policy limit.

9.1.3 Automobile Liability Insurance. Developer shall ensure that all contractors with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder maintains automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Developer arising out of or in connection with work to be performed under this Agreement, including coverage for any owned (if any), hired, non-owned or rented vehicles, in an amount not less than $2,000,000 for each accident.

Limits can be met by a combination of primary and excess policies.

9.1.4 Pollution Liability Insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form reasonably 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 $5,000,000 dollars per claim and $5,000,000 in the aggregate. All activities contemplated in this Agreement shall be

26 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.

9.1.5 Builder’s Risk Insurance. 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 reasonable commercially available sub-limits to insure the replacement value of any key equipment item; and (6) 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. The City shall be included as additional insured on such policy and will be evidenced with a certificate of insurance.

9.1.6 Professional Liability Insurance. To the extent exposure exists, Professional liability insurance may be obtained by Developer or its Contractors/Subcontractors that is appropriate to the profession for any Project design work, with limits no less than $5,000,000 per claim and $5,000,000 general aggregate. This coverage will be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the services or the termination of this Agreement. During this additional 5-year period, Developer shall annually and upon request of the City submit written evidence of this continuous coverage.

9.1.7 [Intentionally Omitted]

9.1.8 Other Insurance. Developer may procure and maintain any Projectrelated insurance not required by this Agreement, but all such insurance shall be subject to all of the provisions hereof pertaining to insurance and shall be for the benefit of City and Developer.

9.1.9 Contractors/Subcontractors. Developer shall ensure that all contractors and sub-contractors maintain the required minimum insurance coverages and include the City and Developer as additional insured, as applicable, or shall include the contractors and subcontractors under its insurance.

27 9.2 Insurance Policy Form, Sufficiency, Content, and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies licensed and admitted to do business by 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 VIII or better, unless waived by City. All such policies shall be non-assessable and shall contain language, to the extent obtainable, to the effect that: (i) any loss shall be payable notwithstanding any act of negligence of City or Developer that might otherwise result in the forfeiture of the insurance; (ii) the insurer waives the right of subrogation against City and against City’s agents and representatives; (iii) the General Liability and Automobile Liability policies are primary and noncontributing with any insurance that may be carried by City; Umbrella/Excess liability is noncontributing; and (iv) the policies cannot be canceled except after thirty (30) days’ written notice by the insurer to City or City’s designated representative except ten (10) days for nonpayment of premium. Developer shall furnish City certificates evidencing the insurance. City shall be provided with additional insured status on all policies of insurance required to be procured by the terms of this Agreement, except for all insurance required by Developer’s contractors, both City and Developer shall be provided with additional insured status, excluding in all cases Workers’ Compensation/Employer’s Liability, professional liability, and builder’s risk polices. 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.

9.3 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies within the following time limits:
(a) For insurance required above, within ninety (90) days after the Effective Date.
(b) For any renewal or replacement of a policy already in existence, within ten (10) days of the expiration or termination of the existing policy.
(c) If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish City with required proof that that insurance has been procured, such failure or refusal shall be a default hereunder.

9.4 Waiver of Subrogation. Except for Professional Liability, Developer agrees that it shall not make any claim against, or seek to recover from City or its agents, servants, or employees, for any loss or damage to Developer or to any person or property, except as specifically provided hereunder and Developer shall give notice to any insurance carrier of the foregoing waiver of subrogation, and obtain from such carrier, a waiver of right to recovery against City, its agents and employees.

28 10. MORTGAGEE PROTECTION.

10.1 The Parties agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed, of trust, or any other security device or agreement securing financing with respect to the Property. City acknowledges that the third parties providing such financing may require certain Agreement interpretations, modifications, and estoppel certificates, and City agrees upon request, from time to time, to communicate and meet with Developer and representatives of such third parties to negotiate in good faith any such estoppel certificates and/or requests for interpretation or modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested estoppel certificate, interpretation or modification, provided City determines such estoppel certificate, interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the rights and privileges set forth in this Article 10.

10.2 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.

10.3 Any Mortgagee that has submitted a request in writing to City in the manner specified herein for giving notices shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.

10.4 If City timely (i.e., within the stated cure period pursuant to Section 7.2(b)) receives a request from a Mortgagee for a copy of the Default Notice given to Developer (provided the default has not been cured by Developer by such time), then City shall, within ten (10) days of receipt of the Mortgagee’s request, provide a copy of such Default Notice to the Mortgagee. The Mortgagee shall have the right, but not the obligation, to cure the default during the period that is the longer of (i) the remaining time allowed for Developer to cure under Section 7.2(b), or (ii) sixty (60) days after Mortgagee’s receipt of any Default Notice; provided, however, if such default cannot be cured by Mortgagee without Mortgagee having possession of the Property, the cure period available to Mortgagee shall be extended for the time period (not to exceed an additional one hundred twenty (120) days after Mortgagee’s receipt of such Default Notice) reasonably required for Mortgagee obtain possession of the Property, provided that Mortgagee diligently and continuously proceeds to use commercially reasonable efforts to so obtain possession of the Property and to complete such cure.

10.5 Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the Mortgage or deed of trust, or deed in lieu of such foreclosure, or otherwise, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding anything to the contrary, the transfer of the Property described in the preceding sentence shall not constitute

29 a “change of ownership” contemplated under Section 11 of this Agreement, and the provisions of Section 11 shall not apply to any Mortgagee.

11. CHANGE OF OWNERSHIP OR CONTROL.

11.1 Change of Ownership or Control. Consistent with the BESS Ordinance, if any direct or indirect owner of the Project is proposed to change such that Aypa Power Holdings LP shall no longer be the ultimate parent that owns and controls, directly or indirectly, more than fifty percent (50%) of the Project, Developer shall notify the City Manager of such proposed change in ownership at least ninety (90) calendar days prior to the proposed ownership change and request consent (the “Consent Request”). Approval by the City Manager shall be required, but shall not be unreasonably withheld, conditioned or delayed. In providing that approval, the City Manager may, in his/her reasonable discretion, request information about the new owner and ultimate parent to ensure that the new owner has the financial capability and expertise to assume all obligations established and applicable to the Project, as set forth in this Agreement, the site plan and design review approval, and the decommissioning plan, and all related financial responsibilities. Developer and/or new owner shall provide, within ten (10) calendar days, any and all information from the date of the City Manager’s request. When submitting a Consent Request to the City, Developer shall clearly identify all information it reasonably determines is exempt from public disclosure by City pursuant to Government Code § 7927.605 or any other applicable law. Developer shall not identify any information as being exempt from public disclosure by City unless Developer reasonably determines such information is legally exempt from public disclosure by City pursuant to Government Code § 7927.605 or any other applicable law. If the change in ownership is approved by the City Manager, Developer, new owner, and City Manager shall execute and record an Assignment and Assumption Agreement, or other form approved by the City Attorney, to formally approve and consent to the change in ownership. No change in ownership or control shall be effective until such Assignment and Assumption Agreement, or other form approved by the City Attorney, is executed by all parties (with the City Manager on behalf of the City) and recorded.

11.2 Effect of Change of Ownership or Control. Unless otherwise stated within the Assignment Agreement, upon a change of ownership or control of the Project:
(a) The new owner shall be liable for the performance of all remaining obligations of Developer with respect to those portions of the Property which are transferred (the “Transferred Property”), but shall have no obligations with respect to any portions of the Property not conveyed (the “Retained Property”).
(b) The owner of the Retained Property shall be liable for the performance of all obligations of Developer with respect to the

30 Retained Property, but shall have no further obligations with respect to the Transferred Property.
(c) The new owner’s exercise, use, and enjoyment of the Transferred Property shall be subject to the terms of this Agreement to the same extent as if the new owner were Developer.

12. AMENDMENT AND MODIFICATION.

12.1 Initiation of Amendment. Either Party may propose an amendment to this Agreement or the Project Development Approvals.

12.2 Procedure and Requirements for Amendments to Development Agreement. The procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entering into this Agreement in the first instance as set forth in Government Code §§ 65867 and 65868. City will process any amendment to this Agreement consistent with state law and will hold public hearings thereon if so required by state law, and the Parties expressly agree nothing herein is intended to deprive any party or person of due process of law. Except as expressly set forth in any such amendment, an amendment to this Agreement will not alter, affect, impair, modify, waive, or otherwise impact any other rights, duties, or obligations of either Party under this Agreement.

12.3 Consent. Except as expressly provided in this Agreement, no cancellation of or amendment to all or any provision of this Agreement shall be effective unless set forth in writing and signed by duly authorized representatives of each of the parties hereto and recorded in the Official Records of Los Angeles County.

12.4 Administrative Minor Project Modifications. Notwithstanding any other provision and/or Condition of Approval contained in any Project Development Approvals, minor modifications to the Project Development Approvals, the Subsequent Development Approvals, and/or the Development Plans shall be made ministerially, with the approval of the City Manager. The determination of whether a requested or proposed modification constitutes a minor modification shall be made by the City Manager in his or her sole discretion, except that minor modifications shall not include any modifications that the Director determines extend beyond the intent of the original approval, and modifications meeting any of the following criteria shall not be deemed to constitute minor modifications and would require amendment to this Agreement under Section 12.2: (i) modifications that change the proposed uses analyzed in the EIR; (ii) modifications that increase the total amount of battery enclosure square footage within the Project, as shown in the Development Plans approved and dated [XX], by more than ten percent (10%); (iii) modifications that increase building/structure heights within the Property in comparison to what was identified on the Development Plans by more than 10%; (iv) modifications that substantially deviate from the design or dimensions of any Gen-Tie line transmission pole as set forth in the Development Plans or from

31 the number, height, or location of the Gen-Tie line transmission poles set forth in Exhibit “C”, unless a variance is granted; or (v) other modifications that involve any deviation of architectural design or details that is not in substantial conformance with the approved set of Development Plans.

13. MISCELLANEOUS PROVISIONS.

13.1 Recordation. The City Clerk shall cause a copy of this Agreement to be recorded against the Property with the County Recorder within ten (10) calendar days after the Execution Date. The failure of the City to sign and/or record this Agreement shall not affect the validity of this Agreement.

13.2 Notices. Notices and correspondence required or permitted by this Agreement shall be in writing and either personally delivered or sent by registered, certified, or overnight mail or delivery service. Notices shall be deemed received upon personal delivery or on the second business day after registered, certified, or overnight mailing or delivery, or email if such email notice is acknowledged as received by the receiving Party. Notices shall be addressed as follows:

To City: City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA 91706
Attn: City Manager
With copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Adrian Guerra, City Attorney
To Developer: San Gabriel Project I LLC
San Gabriel Project II LLC
San Gabriel Project III LLC
San Gabriel Project IV LLC
c/o Aypa Power Development LLC
11801 Domain Blvd, Suite 525
Austin, TX 78758
Attn: Development
Email: [email protected]

With copy to: San Gabriel Project I LLC
San Gabriel Project II LLC
San Gabriel Project III LLC
San Gabriel Project IV LLC
c/o Aypa Power Development LLC

32 11801 Domain Blvd, Suite 525
Austin, TX 78758
Attn: General Counsel
Email: [email protected]
A Party may change its address by giving written notice to the other Party. Thereafter, Notices shall be addressed and transmitted to the new address.

13.3 Estoppel Certificates. Either Party (or a Mortgagee) may at any time during the Term deliver written notice to the other Party requesting an Estoppel Certificate stating:
(a) The Agreement is in full force and effect and is a binding obligation of the Parties;
(b) The Agreement has not been amended or modified or, if so amended, identifying the amendments; and
(c) here are no existing defaults under the Agreement to the actual knowledge of the Party signing the Estoppel Certificate as of the date of the Estoppel Certificate, or if there are any defaults existing to the actual knowledge of such Party as of such date, identifying same.

A Party shall provide a signed Estoppel Certificate to a requesting Party (or Mortgagee) within thirty (30) days after receipt of a request made in accordance with the notice procedures of Section 13.2. If such Party fails to respond to such request within thirty (30) days, then the requesting Party may send a second request to such Party, except that, in the case of a request made by Developer to the City, the notice shall be sent via all of the following means unless the City has formally acknowledged receipt of the prior notice: (i) personally delivered as provided in Section 13.2; (ii) mailed as provided in Section 13.2; and (iii) as a courtesy but not a formal means of notice, sent to any known City email address of the City’s Planning Manager and Community Development Director and any known professional email address of the City Attorney. Such notice shall not be deemed received until both the personal delivery and the mailing have been deemed received according to the provisions of Section 13.2. In the event either Party fails to respond to the requesting Party’s second request within twenty (20) days after receipt of such second request, the Estoppel Certificate shall be deemed approved by such Party.

City Manager may sign Estoppel Certificates on behalf of the City. An Estoppel Certificate may be relied on by assignees and Mortgagees.

13.4 Project as a Private Undertaking. It is specifically understood and agreed by the Parties that the Project is a private development, that neither Party is acting as the agent of the other in any respect, and that each Party is an independent contracting entity with respect to this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of property owned by a private party. City agrees that by its approval of, and entering into, this Agreement that it is not taking any action which would transform this private Development into a “public work”

33 project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement, including but not limited to Developer’s obligation to provide the public improvements set forth herein.

13.5 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

13.6 Entire Agreement. This Agreement represents the entire agreement of the Parties with respect to the subject matter of this Agreement.

No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

13.7 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent necessary to implement this Agreement.

13.8 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.

13.9 Covenant Not To Sue. The parties to this Agreement, and each of them, agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other party to this Agreement, in law or in equity, or based on any allegation or assertion in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable, except that nothing in this Section 13.9 shall affect the Parties’ rights or remedies related to any Default or breach of the Agreement.

13.10 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, tornados, hurricanes, floods, wars, terrorism, riots or similar hostilities, strikes, and other labor difficulties beyond the Party’s control, government regulations, supply chain interruptions, excessive tariffs, pandemics, government-ordered quarantine, court actions (such as restraining orders or injunctions), or other causes beyond the Party’s reasonable control (“Force Majeure”). If any such events shall occur, the term of this Agreement and the time for performance

34 shall be extended for the duration of the impacts on the Project of each such event, as set forth in Section 2.6.

This provision shall not apply to the remittance of the Initial DA Payment, the parent guaranty obligations, the surety bond obligations, insurance and indemnification requirements, and any and all financial assurances and obligations of Developer required by this Agreement. With respect to the Final DA Payment, in the event of a force majeure claim that delays construction for a period of one year or more, the remittance of the Final DA payment shall be due and payable within thirty (30) days of the e one year acceptance of the force majeure claim by the City or June 1, 2028, whichever is later.

13.11 Waiver. All waivers of performance must be in a writing signed by the Party granting the waiver. Failure by a Party to insist upon the strict performance of any provision of this Agreement shall not be a waiver of future performance of the same or any other provision of this Agreement.

13.12 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

13.13 Governing Law and Venue. This Agreement shall be governed and interpreted in accordance with California law, with venue for any litigation concerning this Agreement in Los Angeles, California.

13.14 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party or in favor of City shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

13.15 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, 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 such party is bound.

13.16 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend litigation against the other Party, 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 attorneys’ fees.

Attorneys’ fees shall include attorneys’ fees on any appeal, and, in addition, a Party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and

35 shall be enforceable whether or not such action is prosecuted to a final judgment.

13.17 Recitals. The Recitals in this Agreement constitute part of this Agreement, and each Party shall be entitled to rely on the truth and accuracy of each Recital as an inducement to enter into this Agreement.

13.18 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each Party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorney’s fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement arising out of agreements by the indemnifying Party to pay any commission or finder’s fee.

13.19 Joint and Several Liability. In the event that Developer should enter into an Assignment of this Agreement, Developer shall bear ultimate responsibility for all obligations, conditions, and restrictions set forth under this Agreement, it being understood that both Developer and any Transferee shall be jointly and severally liable, until the Assignment has been legally consummated and Developer has provided notice of the Assignment to City and/or the Director and otherwise complied with all applicable provisions of Article 11 of this Agreement (including receiving any and all required City approvals (including any deemed approvals)), after which time only the Transferee shall be liable, and Developer shall thereafter automatically be released from all obligations under this Agreement assumed by such Transferee. While there may be joint and several liability hereunder between a Developer and its Transferee for Developer’s activities related to the Developer’s leasehold portion of the Property, to assist with financing the Project, there shall be no joint and several liability or cross-defaults among the Developers for the activities of one Developer on its leasehold portion of the Property to another Developer’s leasehold portion of the Property. By way of example, if Gabriel I were to breach the DA or receive a Default Notice with respect to Gabriel I’s leasehold area, no joint and several liability would flow to Gabriel II, Gabriel III, or Gabriel IV or its leasehold interests.

13.20 Compliance with Laws. Developer must comply with all applicable federal, state and local laws and regulations, including the IMC.

13.21 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

36 of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code §§ 1091 or 1091.5. Developer 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. Developer 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.

Developer 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. Nothing herein shall prevent Developer from providing lawful election donations, subject to compliance with Government Code § 84308 and other applicable law.

13.22 Counterparts. This Agreement may be executed by the Parties in counterparts, which together shall have the same effect as if each of the Parties had executed the same instrument.
[SIGNATURES ON FOLLOWING PAGE(S)]

(Signature Page to Development Agreement)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on _________, 2025.

CITY:

CITY OF IRWINDALE,
a California municipal corporation

Larry G. Burrola, Mayor
ATTEST

Laura M. Nieto, Chief Deputy City Clerk

APPROVED AS TO FORM

ALESHIRE & WYNDER, LLP

Adrian R. Guerra, City Attorney

(Signature Page to Development Agreement)
DEVELOPER:

San Gabriel Project I LLC,
a Delaware limited liability company
By:___________________________
Name:

Title:

San Gabriel Project II LLC,
a Delaware limited liability company
By: _____________________
Name:

Title:

San Gabriel Project III LLC,
a Delaware limited liability company
By: _________________________
Name:

Title:

San Gabriel Project IV LLC,
a Delaware limited liability company
By:____________________________
Name:

Title:

DEVELOPER SHALL PROVIDE CITY WITH COPIES OF APPROPRIATE

DOCUMENTS EVIDENCING AUTHORITY OF SIGNATORIES TO EXECUTE AND BIND DEVELOPER. DEVELOPER’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 DEVELOPER’S BUSINESS ENTITY.

(Signature Page to Development Agreement)

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

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

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

WITNESS my hand and official seal.

Signature

(Signature Page to Development Agreement)

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

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

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

WITNESS my hand and official seal.

Signature

(Signature Page to Development Agreement)

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

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

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

WITNESS my hand and official seal.

Signature

(Signature Page to Development Agreement)

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

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

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

WITNESS my hand and official seal.

Signature

(Signature Page to Development Agreement)

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

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

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

WITNESS my hand and official seal.

Signature

A-1
EXHIBIT “A”

PROPERTY LEGAL DESCRIPTION
The Land referred to herein below is situated in the County of Los Angeles, State of California, and is described as follows:

Proposed Lot 2, as shown on Lot Line Adjustment LLA no. 01-2022, as evidenced by document recorded May 1, 2023 as Instrument No. 2023-0279463 of Official Records, being more particularly described as follows:

That portion of the remainder parcel of PARCEL MAP NO. 17598, in the City of Irwindale, County of Los Angeles, State of California, filed in Book 186, Pages 79 through 82 inclusive of Parcel Maps, in the Office of the Recorder for said County, described as follows:

Beginning at a point on the Southwesterly line of said remainder parcel (also the Northeasterly right of way line of Live Oak avenue, 50.00 foot Northeasterly half-width at this point), South 66°45'07" East, 102.96 feet thereon from that certain Westerly corner of said remainder parcel at the intersection of the Westerly line of said remainder parcel with said Northeasterly right of way line; thence leaving said Northeasterly right of way line of Live Oak avenue, North 16°48'16" East, 966.45 feet; thence South 45°34'00" East, 1201.44 feet, to the beginning of a non-tangent curve concave Northwesterly, having a radius of 1370.00 feet, a radial line through the beginning of said curve bearing South 44°47'53" East;
Thence Southwesterly along said curve through a central angle of 08°53'53" an arc distance of 212.76 feet; thence tangent to said curve, South 54°06'00" West, 53.27 feet to the beginning of a tangent curve, concave Northwesterly, having a radius of 1370.00 feet; thence Southwesterly along said curve, through a central angle of 07°02'28" an arc distance of 168.36 feet to the beginning compound curve, concave Northerly, having a radius of 50.00 feet, a radial line through the beginning of said 50.00 foot radius curve bearing South 28°51'32" East;
Thence Westerly along said 50.00 foot radius curve, through a central angle of 20°38'55" an arc distance of 18.02 feet; thence tangent to said curve, South 81°47'23" West, 122.07 feet to the beginning of a tangent curve, concave Southeasterly, having a radius of 50.00 feet; thence Southwesterly along said curve, through a central angle of 58°32'30" an arc distance of 51.09 feet; thence tangent to said curve, South 23°14'53 West, 2.88 feet to a line parallel with and 30.00 feet Northeasterly of said Northeasterly right of way line of live Oak Avenue;
Thence along said parallel line, North 66°45'07" West, 80.00 feet; thence South 23°14'53" West, 30.00 feet to said Northeasterly right of way line of live oak avenue; thence along

A-2
said Northeasterly right of way line, North 66°45'07" West, 573.56 to the true Point of Beginning.

EXHIBIT “B”

DEPICTION OF PROPERTY

EXHIBIT “C”

DETAIL OF GEN-TIE LINE ROUTE AND NUMBER AND HEIGHT OF

ASSOCIATED TRANSMISSION POLES
(See Attached)

EXHIBIT “D”

INTENTIONALLY OMITTED

EXHIBIT “E”

INTENTIONALLY OMITTED

01005.0001 2038475.2 5
EXHIBIT “F”
Form of Parent Guaranty

GUARANTY
This Guaranty (“Guaranty”), effective as of [●], 2025, by Aypa Power Development LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of the City of Irwindale, a California municipal corporation (“Beneficiary”) (each of Guarantor and Beneficiary are referred to as a “Party” and, collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Development Agreement (defined below).

W I T N E S S E T H:

WHEREAS, San Gabriel Project I LLC, a Delaware limited liability company (“Gabriel I”), San Gabriel Project II LLC, a Delaware limited liability company (“Gabriel II”), San Gabriel Project III LLC, a Delaware limited liability company (“Gabriel III”), and San Gabriel Project IV LLC, a Delaware limited liability company (“Gabriel IV”) (Gabriel I, Gabriel II, Gabriel III, and Gabriel IV, together with their subsidiaries, successors and assigns, collectively hereinafter “Developer”) and Beneficiary have entered into that certain Development Agreement No. 01-2025, dated as of the date hereof, regarding Developer’s Project (as such agreement may be amended, modified or supplemented from time to time, the “Development Agreement”); WHEREAS, upon the terms and subject to the conditions in the Development Agreement, Developer has agreed to provide certain public benefits, or funds therefor, to the Beneficiary and its residents, and Beneficiary has agreed to provide certain assurances to Developer with respect to the Project;
WHEREAS, Developer entities are indirect subsidiaries of Guarantor; and WHEREAS, the Development Agreement contemplates that this Guaranty be executed and delivered by Guarantor.

NOW THEREFORE, as an inducement to the Beneficiary to enter into the Development Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor covenants to Beneficiary as follows:

1. Guaranty. Subject to the provisions hereof, Guarantor hereby irrevocably and unconditionally guarantees, on the terms and subject to the conditions hereof, as primary obligor and not merely as surety to the Beneficiary, the full and timely payment when due and payable of all amounts payable by Developer to the Beneficiary and performance of all covenants and obligations of Developer under the Development Agreement (such obligations of Developer, the “Obligations”). Notwithstanding the foregoing or any other provisions of this Guaranty to the contrary, (i) this Guaranty shall not modify the Obligations under the Development Agreement and (ii) Guarantor’s aggregate monetary liability under this Guaranty shall not exceed the aggregate amount of monetary Obligations set forth in the Development Agreement (the “Capped Guaranty Amount”).

6 2. Covenants of Guarantor. This Guaranty is a guarantee of payment and not of collection. Guarantor covenants to the Beneficiary that, if at any time Developer should default in the payment when due and payable of any of the Obligations, Guarantor shall, following receipt of written notice from the Beneficiary and within the grace period in Section 3 hereof, pay in Developer’s stead, or cause the payment of, such Obligations without the Beneficiary having to make prior demand on Developer.

3. Payments. If at any time Developer fails, neglects or refuses to timely or fully pay an Obligation when due and owing, upon receipt of written notice from Beneficiary specifying the failure, neglect or refusal, Guarantor shall promptly, but in any event within ten (10) Business Days after receipt by Guarantor from the Beneficiary of such written demand for such payment, pay all such Obligations in full up to the Capped Guaranty Amount. All payments by Guarantor to Beneficiary shall be made in United States Dollars from available funds.

4. Costs of Enforcement. Guarantor agrees to pay upon receipt of written demand made by the Beneficiary all reasonable and documented costs, expenses, and fees, including all reasonable out-of-pocket attorney’s fees, actually incurred by the Beneficiary in enforcing this Guaranty, except to the extent that the Beneficiary agrees, or a final judgment of a court of competent jurisdiction or an arbitral award determines, that Guarantor is not liable for the Obligations sought in such enforcement of this Guaranty.

5. Guaranty Absolute. Except as otherwise provided herein, the obligations of Guarantor under this Guaranty shall be irrevocable, absolute, continuing and unconditional, and shall remain in full force and effect until such time as set forth in Section 11 hereof; provided that, notwithstanding anything in this Guaranty to the contrary, Guarantor expressly reserves to itself all rights, limitations of liability, exclusions, setoffs, counterclaims, and defenses to which Developer is or may be entitled under the Development Agreement, other than defenses arising from (a) the insolvency, reorganization, bankruptcy, or dissolution of Developer, (b) the lack of power or authority of Developer to enter into or to perform its obligations under the Development Agreement, or (c) the lack of enforceability of the Development Agreement. Without limiting the foregoing, the enforceability of this Guaranty shall not, until such time as set forth in Section 11 hereof, be affected, modified, impaired, discharged or prejudiced by (x) any other security now or hereafter held by the Beneficiary as security for the Obligations or (y) the happening from time to time of any one or more of the following whether or not with notice to or consent of the Developer (except to the extent that Developer’s consent may be required to effectuate a modification of the Development Agreement) or Guarantor:
(a) the compromise, settlement, release, change, modification, or termination of any of the Obligations;
(b) the waiver, modification, or amendment (whether material or otherwise) of the Development Agreement (in each case, to the extent effected in accordance with the terms of the Development Agreement and other than amendments to the Obligations) or any extension of the time of payment of any Obligation;
(c) the failure, omission, delay or lack on the part of the Beneficiary to enforce, pursue, ascertain, or exercise any right, power, or remedy under or pursuant to the terms of the Development Agreement or this Guaranty;
(d) the fact that Guarantor may at any time in the future dispose of all or any part of its interest in Developer, or otherwise alter its investment in Developer in any manner;

7 (e) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization, or other similar or dissimilar failure or financial disability of Developer or Guarantor or any legal limitation, disability, incapacity or other circumstances relating to Developer or Guarantor;
(f) the addition, substitution, or partial or entire release of any other guarantor, maker, or other party (including Developer) primarily or secondarily liable or responsible for the payment or observance of any of the Obligations or any extension, waiver or amendment or anything whatsoever which may release a guarantor (other than payment in full); (g) any defense arising by reason of the invalidity, nonbinding effect, or unenforceability (other than as a result of any breach by the Beneficiary of any of its obligations under the Development Agreement) of any of the Obligations or by reason of the incapacity, lack of authority, or, except as expressly provided herein, other defense of Developer; or (h) the taking, variation, renewal, addition, substitution, subordination, or partial or entire release of any security for the payment or observance of any of the Obligations or the enforcement or neglect to perfect or enforce any such security.

6. Waiver of Subrogation. Guarantor irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement, repayment or similar rights against Developer or any other person with respect to this Guaranty until the payment or satisfaction of the Obligations in full, it being the intention of the Parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) or any other applicable law) of Developer by reason of the existence of this Guaranty in the event that Developer becomes a debtor in any proceeding under the Bankruptcy Code or any other applicable law. In addition, Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty by any payment made hereunder or otherwise, until all of the Obligations of Developer to the Beneficiary under the DEVELOPMENT AGREEMENT shall have indefeasibly been paid or satisfied in full.

7. Continuing Guaranty. This Guaranty is a continuing guarantee, and shall apply to all Obligations when due. Each and every default or failure by Developer in making a payment set forth in the Development Agreement with respect to any of the Obligations shall give rise to a separate cause of action hereunder and a separate suit may be brought hereunder as each liability or cause of action arises. Subject to the provisions of this Guaranty, the Beneficiary shall have the right, in its sole judgment and discretion, from time to time, to make demand for payment and to proceed against Guarantor for recovery of the total of any and all amounts then due to the Beneficiary pursuant to this Guaranty and the Development Agreement as and when the same are due under the terms hereof or thereof, or to proceed from time to time against Guarantor for such portion of any and all such amounts, as the Beneficiary may determine.

8. Bankruptcy.
(a) So long as any Obligations are owed to the Beneficiary by Developer, Guarantor shall not, without the prior written consent of the Beneficiary, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Developer. The obligations of Guarantor under this Guaranty shall not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the winding up, dissolution, administration, bankruptcy, reorganization, insolvency, receivership, liquidation, arrangement or

8 similar proceeding of Developer, or by any defense which Developer may have by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding. (b) Should the Development Agreement be disaffirmed by a trustee in bankruptcy for the Developer, Guarantor shall, at the option of the Beneficiary, make and enter into a new development agreement pursuant to which Guarantor shall pay or cause to be paid the balance of the Obligations.

9. Certain Waivers. Guarantor, except as expressly set forth in this Guaranty, hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and, except as expressly set forth in this Guaranty, agrees not to assert or take advantage of any such rights or remedies, including:
(a) any right to require the Beneficiary to proceed against Developer or any other person or exhaust any security held by the Beneficiary before proceeding against Guarantor;
(b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or the failure of the Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other similar proceeding) of any other person;
(c) except as expressly contemplated herein, demand, presentment, protest, and notice of any kind, including, without limitation, notice of the existence, creation, or incurring of any new or additional obligation or of any action or non-action on the part of Developer or the Beneficiary (other than a breach by either Beneficiary of any of its obligations under the Development Agreement or this Guaranty);
(d) any defense based upon an election of remedies by the Beneficiary that destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against Developer for reimbursement, or both;
(e) any duty on the part of the Beneficiary to disclose to Guarantor any facts the Beneficiary may now or hereafter know about Developer regardless of whether the Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being and keeping informed of the financial condition of Developer, and of all circumstances bearing on the risk of non-payment of any Obligations hereby guaranteed;
(f) any requirement of diligence or promptness on the part of the Beneficiary or that the Beneficiary exhausts any right or takes any action against Developer, any collateral security or any other guarantor or surety;
(g) any defense arising because of the Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;
(h) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code;

9 (i) any and all defenses related to the restructuring, merger, termination or other change of the corporate structure of Guarantor or its Affiliates; and (j) any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or guarantor (other than a suit or action to which the Beneficiary is a party or by which the Beneficiary is bound concerning the scope of the Obligations or concerning the provisions of this Guaranty).

10. Representations and Warranties. Guarantor represents and warrants to the Beneficiary that, as of the date of this Guaranty:
(a) Guarantor is a limited liability company validly existing, authorized to do business and in good standing under the laws of the State of Delaware; (b) Guarantor has the requisite limited liability company, organizational, or other power and authority to own its property and assets, transact business in which it is engaged and to enter into this Guaranty and carry out its obligations hereunder; (c) the execution and delivery of this Guaranty and its performance have been duly authorized by all necessary limited liability company action on the part of Guarantor; (d) this Guaranty is the legal, valid, and binding obligation of Guarantor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by general equitable principles;
(e) the execution, delivery, and performance of this Guaranty will not violate any law or any provision of any security issued by Guarantor or of any agreement to which Guarantor is a party or by which it or any of its property is bound, and does not require any license, consent, or approval of any governmental authority; and (f) no litigation, investigation, or proceeding of or before any arbitrator or governmental authority is pending or, to Guarantor’s knowledge, threatened against Guarantor that could reasonably be expected to affect in an adverse manner, impair or diminish the validity or enforceability of this Guaranty.

11. Termination; Reinstatement of Guaranty.
(a) Subject to the provisions of Section 11(b) (which shall survive termination of this Guaranty), this Guaranty shall terminate upon (i) the payment of the DA Payment, and (ii) initial posting of the financial assurance or security, payable to the City, as required by the BESS Ordinance and set forth in Section 3.4 of the Development Agreement to ensure safe decommissioning of the Project1, provided, that this Guaranty shall survive any termination pursuant to Section 11(a)(ii) solely with respect to any claims made by Beneficiary under this Guaranty prior to such termination, subject to Section 11(b) below. (b) Notwithstanding the provisions of Section 11(a), this Guaranty shall continue to be effective or be reinstated, as the case may be, if (i) the financial assurance or security, payable to the City, as required by the BESS Ordinance and set forth in Section 3.4 of

10 the Development Agreement is not maintained as provided for in the BESS Ordinance or (ii) any payment by Guarantor under this Guaranty or the Development Agreement or pursuant hereto or thereto is rescinded or must otherwise be or is returned by Beneficiary upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of Developer or Guarantor, all as though such payment had not been made. Such period of continued effectiveness or reinstatement, as the case may be, shall continue until satisfaction of the conditions contained in, and shall continue to be subject to, the provisions of this Section 11.

12. Benefit of Guaranty. This Guaranty shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns; provided that Guarantor may not make any assignment of this Guaranty unless it has obtained the prior written consent of the Beneficiary. No person shall be a third-party beneficiary of this Guaranty.

13. Notices. All notices or other communications under or respecting this Guaranty shall be in writing signed by the Party giving such notice and shall be sent by facsimile or other electronic transmission, hand messenger delivery, overnight courier service, or certified mail (receipt requested) to the other Party at the address set forth below; provided, that to be effective any such notice sent originally by facsimile must be followed within two (2) Business Days by a copy of such notice sent by overnight courier service:

If to Guarantor:

Aypa Power Development LLC
11801 Domain Blvd., Suite 525
Austin, TX 78758
Attention: CAISO Development
Email: [email protected]
with a copy (which shall not constitute notice) to:

Aypa Power Development LLC
11801 Domain Blvd., Suite 525
Austin, TX 78758
Attention: General Counsel
Email: [email protected]
If to the Beneficiary:

City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA 91706
Attn: City Manager
With copy to:

Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Adrian Guerra, City Attorney
Each party shall have the right to change the place to which notices shall be sent or delivered or to specify one (1) additional address to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to the other party. Without limiting any other means by which a Party may be able to prove that a notice has been received by another party, all notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand,

11 if personally delivered, (ii) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed by first class certified mail, receipt requested, (iii) when received, if sent by facsimile or other electronic transmission, if received prior to 5 p.m., recipient’s time, on a Business Day, or on the next Business Day, if received later than 5 p.m., recipient’s time, and (iv) on the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. In any case hereunder in which a party is required or permitted to respond to a notice from another party within a specified period, such period shall run from the date on which the notice was deemed duly given as above provided, and the response shall be considered to be timely given if given as above provided by the last day of the period provided for such response.

14. Governing Law and Venue. This Agreement shall be governed and interpreted in accordance with California law, with venue for any litigation concerning this Agreement in Los Angeles, California.

15. Severability. Any invalid or unenforceable provisions in this Guaranty shall be deemed severed here from, and such whole or partial invalidity shall not affect the enforceability or validity of the balance of this Guaranty.

16. Waiver; Amendment. Any term or condition of this Guaranty may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition and delivered pursuant to Section 13. No waiver by either Party of any term or condition of this Guaranty, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Guaranty on any future occasion. All remedies, either under this Guaranty or by law or otherwise afforded, will be cumulative and not alternative.

Any failure of a Party to enforce any of the provisions of this Guaranty or to require compliance with any of its terms at any time during the pendency of this Guaranty shall in no way affect the validity of this Guaranty, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each such provision. This Guaranty may not be amended, supplemented, waived, or modified except by an instrument in writing signed by each Party.

17. Entire Agreement. This Guaranty constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

18. Headings. The headings of this Guaranty are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained herein.

19. Counterparts. This Guaranty may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Guaranty may be delivered by electronic transmission, including as a .pdf file.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[Signature Page to Guaranty]
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first above written.

GUARANTOR:

Aypa Power Development LLC,
a Delaware limited liability company
By: _________________________
Name:

Title:

ACCEPTED BY THE BENEFICIARY: The Beneficiary acknowledges and accepts the above Guaranty as of the date first above written.

BENEFICIARY:

CITY OF IRWINDALE,
a California municipal corporation
__________________________
Larry G. Burrola, Mayor
ATTEST
__________________________
Laura M. Nieto, Chief Deputy City Clerk

APPROVED AS TO FORM

ALESHIRE & WYNDER, LLP
__________________________
Adrian R. Guerra, City Attorney

Item #13.G.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Theresa Olivares, Assistant City Manager
Issue: Acceptance of the California Advanced Services Fund Grant and Authorization to Execute the Related Consent Form, and Appropriation of Funds
City Manager's Recommendation:

Adopt Resolution No. 2025-123-3711 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE AUTHORIZING THE GRANT ACCEPTANCE AND EXECUTION OF THE CONSENT FORM FOR

THE CALIFORNIA ADVANCED SERVICES FUND (CASF) BROADBAND, AND APPROPRIATING FUNDING IN THE AMOUNT OF $111,535 FROM THE GENERAL RESERVES TO CREATE A REIMBURSEMENT ACCOUNT".

Administrative Action:

Submitted/Prepared/Approved by:

Theresa Olivares, Assistant City Manager
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director / City Treasurer
Background and Analysis:

The City recently applied for and has been awarded a grant totaling $111,535 from the California Public Utilities Commission (CPCU) Communications Division. The CPCU has funding available to increase publicly available or after-school broadband access and digital inclusion, such as grants for digital literacy training programs and public education to communities with limited broadband adoption. The

City will use the grant funding received through the California Advanced Services Fund (CASF) Broadband Access grant to provide computer devices, hotspots, and general program implementation for the new Irwindale Public Library. Additionally, the funding will be used for program implementation at the Dan Diaz Recreation Center and the Irwindale Senior Citizen Center.

Staff is requesting the City Council's authorization to enter into a Consent Form with the CPCU for the CASF grant. In order to secure these funds, the Consent Form must be executed and submitted by December 26, 2025. The CASF grant is a reimbursable grant, requiring an appropriation of funds from the general reserves to establish a reimbursement account for this purpose.

Fiscal Impact:

Funding is available in the City's general reserves to establish the reimbursement account.

Attachments:

1. Resolution No. 2025-123-3711

2. Attachment "A"

3. CASF Award Letter

Resolution No. 2025-123-3711

Resolution No. 2025-123-3711

RESOLUTION NO. 2025-123-3711

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

AUTHORIZING THE GRANT ACCEPTANCE AND EXECUTION OF THE CONSENT

FORM FOR THE CALIFORNIA ADVANCED SERVICES FUND (CASF)
BROADBAND, AND APPROPRIATING FUNDING IN THE AMOUNT OF $111,535

FROM THE GENERAL RESERVES TO CREATE A REIMBURSEMENT ACCOUNT WHEREAS, the California Public Utilities Commission (CPCU) Communications Division has funding available to increase publicly available or after-school broadband access and digital inclusion, such as grants for digital literacy training programs and public education to communities with limited broadband adoption; WHEREAS, the City of Irwindale applied for the California Advanced Services Fund (CASF) Broadband Access grant to provide computer devices, hotspots, and general program implementation for the new Irwindale Public Library, and program implementation at the Dan Diaz Recreation Center and the Irwindale Senior Citizen Center; and
WHEREAS, the City of Irwindale has been selected as a grant recipient in the amount of $111,535 and desires to enter into a Consent Form with the CPCU for the CASF grant; and
WHEREAS, the City of Irwindale has the legal authority and is authorized to enter into the Consent Form for the California Advances Services Fund Broadband Adoption Grant Award.

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

SECTION 1. The City Council hereby finds the above Recitals true and correct and incorporates them herein by this reference.

SECTION 2. The City Council hereby approves amending the FY 2025-2026 Adopted Budget to appropriate $111,535 from the General Fund reserves to create a reimbursement account and transferring these funds to the City of Irwindale Public Library Improvement Project.

SECTION 3. The Assistant City Manager of the City of Irwindale is hereby authorized and directed to execute the Consent Form and Acceptance of the California Advanced Services Fund Broadband Adoption Grant Award with the California Public Utilities Commission (Attachment “A”.

SECTION 4. 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 grant funding.

Resolution No. 2025-123-3711

SECTION 5. If any section, subsection, sentence, clause, phase, 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 6. 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 10th day of December 2025. __________________________
, 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. 2025-123-3711 was duly and regularly passed and adopted by the City Council of the City of Irwindale at its regular meeting held on the 10th day of December 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

Attachment “A”

ATTACHMENT 1
Consent Form and Acknowledgement and Acceptance of the
California Advanced Services Fund Broadband Adoption Grant Award Name of Grantee: _______________________________________________ Grantee identified above hereby acknowledges receipt of the letter approving the California Advanced Services Fund Broadband Adoption Grant for the Irwindale's Citywide Digital Equity Project for Expanded Broadband Access project (award sequence 1256). The grantee agrees to comply with all grant terms, conditions, and requirements set forth in the letter dated November 26, 2025, as well as all CASF rules, including those in the Broadband Adoption Account Requirements, Guidelines and Application Materials. Grantee also agrees to fulfill the goals it identified in the application and agrees that all payment requests will be subject to meeting those goals.

Undersigned representative of ____________________________________ [Name of Grantee] is duly authorized to execute this Agreement Form on behalf of the Grantee and to bind the Grantee to the terms, conditions, and requirements set forth by the California Public Utilities Commission in the letter referenced above.

Dated this _____ day of __________, 20___.

Signature _______________________

Printed Name_______________________
Title _______________________________

Organization or Name of Company ______________________________

Business Address (include street address, suite/apt. number, city, state, and ZIP Code) ______________________________________________________________________________

ATTACHMENT 2
Payee Record Form

STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)

CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2) ☐ SOLE PROPRIETOR / INDIVIDUAL CORPORATION (see instructions on page 2) ☐ ☐ MEDICAL (e.g., dentistry, chiropractic, etc.) SINGLE MEMBER LLC Disregarded Entity owned by an individual ☐ PARTNERSHIP
☐ ESTATE OR TRUST
☐ LEGAL (e.g., attorney services)
☐ EXEMPT (e.g., nonprofit)
☐ ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN.

The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. •
•
•
•
•
•
For Individuals, enter SSN.

If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.

Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.

For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).

For Single Member LLC (disregarded entity), in which the sole member is a business entity, enter the owner entity’s FEIN. Do not use the disregarded entity’s FEIN.

For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity’s FEIN.

Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___ ___
Section 4 – Payee Residency Status (See instructions)

☐ CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California. ☐ CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding. ☐No services performed in California
☐Copy of Franchise Tax Board waiver of state withholding is attached.

Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should my residency status change, I will promptly notify the state agency below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS SIGNATURE DATE TELEPHONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:

STATE AGENCY/DEPARTMENT OFFICE UNIT/SECTION
MAILING ADDRESS FAX TELEPHONE (include area code)

CITY STATE ZIP CODE E-MAIL ADDRESS
California Public Utilities Commission Broadband Video & Market Branch, CASF Adoption & Access 505 Van Ness Avenue San Francisco CA 94102 [email protected] Print Form Reset Form Page 126 of 383

STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.

Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).

Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.

Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.

Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.

Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for… Individual ● Sole Proprietorship ● Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual Partnerships ● Limited Liability Partnerships (LLP) ● and, LLC treated as a Partnership Partnerships Estate ● Trust (other than disregarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery care, dentistry, etc. ● LLC that is to be taxed like a Corporation and is medical in nature Corporation-Medical
Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal or law related matters, etc.) ● LLC that is to be taxed like a Corporation and is legal in nature Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above ● LLC that is to be taxed as a Corporation and does not meet any of the other corporation types listed above Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

Section 4 – Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is a resident if the decedent was a California resident at time of death. • A trust is a resident if at least one trustee is a California resident. o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signee can provide a power of attorney documented for the individual.

Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.

Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

Award Notice

November 26, 2025
Theresa Olivares
[email protected]
City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA 91706
SUBJECT: CASF ADOPTION ACCOUNT GRANT AWARD FOR BROADBAND ACCESS This letter serves to inform you that the California Public Utilities Commission (CPUC) Communications Division (CD) approves California Advanced Services Fund (CASF) Broadband Adoption Account grant funding to City of Irwindale (Grantee).

In your application, you requested $111,535. The CPUC has approved your CASF grant application for funding of up to $111,535 for the Irwindale's Citywide Digital Equity Project for Expanded Broadband Access project.

Budget: Grant funding is approved for this project as described below. 1 This includes items and activities listed in the grantees’ application and eligible for reimbursement per Decision (D.) 22-05-029, Broadband Adoption Account Guidelines. (See website here - https://www.cpuc.ca.gov/industries-and-topics/internet-and-phone/california-advanced-services-fund/casfadoption-account).

CASF Broadband Adoption Grant Funding
Category Approved Grant
In-Classroom Computing Devices $10,514
Hotspots $0
General Program Implementation1 $101,020
Total Grant Award $111,535
Funding per participant (exclusive of in-person and takehome computer or hot spot funding, if applicable)$38.44

Requirements
The grant award is predicated on City of Irwindale’s commitment to provide adoption services as expressed in its application and consistent with the Ministerial Review criteria that City of Irwindale agreed and/or attested to in its application which includes meeting all milestones and goals for each project(s) as well as fulfilling the requirements per D.22-05-029. Key requirements include, among others:
• Grantee will provide free broadband access as described in its application. • Grantee has identified a designated space for broadband access or provided detailed information on how such a space will be obtained.
• Grantee has at least one year’s experience conducting broadband access projects or has completed at least one broadband access project.
• Grantee must provide technical support, either by phone or in person, within 24 hours. • Grantee agrees that reimbursement for computing devices used in community training rooms or other public space is capped at $11,250 and limited to $750 per device. • Grantee must make broadband access available within six months of submitting a consent form accepting the CASF grant.
• Grantee agrees that the project costs $42 per participant or less. • Grantee must complete the project within a 24-month timeframe or earlier.

City of Irwindale must provide broadband access to 2,628 participants and aspires to subscribe 268 participants to broadband internet services.

Reporting
The grant award is also contingent upon fulfilling the reporting requirements per D.22-05-029, Appendix 2. These reports include a Ramp-up period report (if applicable), a Year 1 Progress Report and a Year 2 Completion Report. Ramp-up reports must be submitted no later than 3 months after completion of ramp-up activities. Year 1 Progress Report and Year 2 Completion Report must be submitted within 3 months after the end of the first year of deployment and no later than 3 months after completion of the project, respectively. If applicable, City of Irwindale must fulfill the monthly reporting requirements set forth in Public Utilities Code, § 281(l)(1) if it is using a licensed contractor or subcontractor to undertake a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on the project funded or financed by CASF. Reporting templates are available in the Administrative Manual posted on the Adoption Account website.

City of Irwindale must maintain files, invoices, and other related documentation for three years after final payment. City of Irwindale shall make these records available to the CPUC

upon request and agree that these records are subject to audit and review by the CPUC at any time within three years after City of Irwindale has incurred the expense being audited to ensure that CASF funds are spent in accordance with the terms of approval the CPUC grants.

Payment
All reimbursements are contingent upon the City of Irwindale fulfilling its obligation to provide digital literacy training as described in its application. City of Irwindale may submit up to three payment requests throughout the project period. Payment requests may accompany the Ramp-up or Year 1 reports or be submitted separately; Year 2 Completion Report must be submitted with a final payment request. Payment will be based upon receipt and approval of invoices and other supporting documents showing that expenditures incurred for the project are in accordance with their approved application and budget. Ramp-up period payment requests may not exceed 25% of grant amount and no more than 90% of the grant amount will be reimbursed before the completion report and final payment request.

Completion Reports must be submitted no later than three months post project completion.

Payment request templates are available in the Administrative Manual posted on the Adoption Account website.

Execution and Performance
City of Irwindale must begin the project within six months after submitting a consent form accepting the terms stated in the award letter and must complete the project within 24-months. City of Irwindale must complete all performance under the award on or before the termination date of the award.

By receiving a CASF grant, City of Irwindale agrees to comply with the terms, conditions, and requirements of the grant award and submit to the jurisdiction of the CPUC regarding disbursement and administration of the grant and the CPUC’s enforcement authority under Pub. Util. Code, §§ 2108 and 2111. City of Irwindale must notify the Director of Communications Division as soon as it becomes aware that it may not be able to meet project deadlines. The CPUC may withhold, reduce or terminate grant payments if City of Irwindale does not comply with any of the requirements set forth in its application and compliance with the CASF. In the event City of Irwindale fails to complete the project in accordance with the terms of the approval granted by the CPUC as set forth in D. 22-05-029 and this award letter, City of Irwindale must reimburse some or all the CASF funds it has received.

City of Irwindale must notify CD within 30 days regarding modifications to budget line items or milestone/activity timelines set forth in D.22-05-029, Appendix 2, Section XV. City of Irwindale must also report any material changes in the entries for the application, by letter to

the California Public Utilities Commission, Director of the Communications Division, 505 Van Ness Avenue, San Francisco, CA 94102 and [email protected].

Award Acceptance
City of Irwindale must sign the Consent Form (Attachment 1) and the Payee Record Form (Attachment 2) and email both within 30 days from the date of this award letter to [email protected]. If City of Irwindale does not submit the Consent Form within 30 calendar days from the date of the award, the CPUC will deem the Grant or award to be null and void.

If you have any questions, please contact [email protected].

Sincerely,
/s/ Maria Ellis
Maria Ellis, Deputy Director
Communications Division

ATTACHMENT 1
Consent Form and Acknowledgement and Acceptance of the
California Advanced Services Fund Broadband Adoption Grant Award Name of Grantee: _______________________________________________ Grantee identified above hereby acknowledges receipt of the letter approving the California Advanced Services Fund Broadband Adoption Grant for the Irwindale's Citywide Digital Equity Project for Expanded Broadband Access project (award sequence 1256). The grantee agrees to comply with all grant terms, conditions, and requirements set forth in the letter dated November 26, 2025, as well as all CASF rules, including those in the Broadband Adoption Account Requirements, Guidelines and Application Materials. Grantee also agrees to fulfill the goals it identified in the application and agrees that all payment requests will be subject to meeting those goals.

Undersigned representative of ____________________________________ [Name of Grantee] is duly authorized to execute this Agreement Form on behalf of the Grantee and to bind the Grantee to the terms, conditions, and requirements set forth by the California Public Utilities Commission in the letter referenced above.

Dated this _____ day of __________, 20___.

Signature _______________________

Printed Name_______________________
Title _______________________________

Organization or Name of Company ______________________________

Business Address (include street address, suite/apt. number, city, state, and ZIP Code) ______________________________________________________________________________

ATTACHMENT 2
Payee Record Form

STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)

CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2) ☐ SOLE PROPRIETOR / INDIVIDUAL CORPORATION (see instructions on page 2) ☐ ☐ MEDICAL (e.g., dentistry, chiropractic, etc.) SINGLE MEMBER LLC Disregarded Entity owned by an individual ☐ PARTNERSHIP
☐ ESTATE OR TRUST
☐ LEGAL (e.g., attorney services)
☐ EXEMPT (e.g., nonprofit)
☐ ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN.

The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. •
•
•
•
•
•
For Individuals, enter SSN.

If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.

Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.

For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).

For Single Member LLC (disregarded entity), in which the sole member is a business entity, enter the owner entity’s FEIN. Do not use the disregarded entity’s FEIN.

For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity’s FEIN.

Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___ ___
Section 4 – Payee Residency Status (See instructions)

☐ CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California. ☐ CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding. ☐No services performed in California
☐Copy of Franchise Tax Board waiver of state withholding is attached.

Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should my residency status change, I will promptly notify the state agency below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS SIGNATURE DATE TELEPHONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:

STATE AGENCY/DEPARTMENT OFFICE UNIT/SECTION
MAILING ADDRESS FAX TELEPHONE (include area code)

CITY STATE ZIP CODE E-MAIL ADDRESS
California Public Utilities Commission Broadband Video & Market Branch, CASF Adoption & Access 505 Van Ness Avenue San Francisco CA 94102 [email protected] Print Form Reset Form Page 135 of 383

STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.

Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).

Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.

Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.

Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.

Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for… Individual ● Sole Proprietorship ● Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual Partnerships ● Limited Liability Partnerships (LLP) ● and, LLC treated as a Partnership Partnerships Estate ● Trust (other than disregarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery care, dentistry, etc. ● LLC that is to be taxed like a Corporation and is medical in nature Corporation-Medical
Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal or law related matters, etc.) ● LLC that is to be taxed like a Corporation and is legal in nature Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above ● LLC that is to be taxed as a Corporation and does not meet any of the other corporation types listed above Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

Section 4 – Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is a resident if the decedent was a California resident at time of death. • A trust is a resident if at least one trustee is a California resident. o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signee can provide a power of attorney documented for the individual.

Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.

Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

Item #13.H.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Resolution No. 2025-101-3689 Casting the City of Irwindale's Vote for the San Gabriel Basin Water Quality Authority
City Manager's Recommendation:

Adopt Resolution No. 2025-101-3689 entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE, CALIFORNIA, CASTING ITS VOTE(S) FOR AZUSA MAYOR ROBERT GONZALES TO REPRESENT

CITIES WITH PRESCRIPTIVE PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY".

Administrative Action:

Submitted/Approved by:

Julian A. Miranda, City Manager
Prepared by:

Iris Espino, Assistant to the City Manager
Background and Analysis:

The San Gabriel Basin Water Quality Authority (WQA) was established by the State Legislature (SB 1679) on February 11, 1993, to develop, finance, and implement groundwater treatment programs in the San Gabriel Valley. The WQA is a 7-member board composed of one member from each of the three overlying municipal water districts, one from a city with prescriptive water pumping rights, one from a city without prescriptive water pumping rights, and two representing water producers in the San Gabriel Basin. The City of Irwindale has prescriptive water pumping rights.

Under the WQA's enabling legislation, the terms of the board members and alternates representing cities with pumping rights expire on January 1, 2026. An election to fill these seats is scheduled for December 17, 2025. The resolution of the city council, with its votes cast, must be sent to WQA by December 16, 2025, at 12:00 p.m. The candidate receiving the most votes will be the WQA Board

Member, and the candidate receiving the second-highest number of votes will be the WQA Alternate Board Member.

At its meeting on Wednesday, November 12, 2025, the Irwindale City Council unanimously directed staff to prepare a resolution authorizing its vote in support of City of Azusa Mayor Robert Gonzales' appointment to serve as a Board Member representing cities with prescriptive pumping rights to the Water Quality Authority. The proposed resolution casting the City of Irwindale's vote will be handdelivered to the WQA office on Monday, December 15, 2025.

Fiscal Impact:

There is no fiscal impact.

Attachments:

1. Resolution 2025-101-3689

01005.0001/834462.1
RESOLUTION NO. 2025-101-3689

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

CALIFORNIA, CASTING ITS VOTE(S) FOR AZUSA MAYOR ROBERT GONZALES TO

REPRESENT CITIES WITH PRESCRIPTIVE PUMPING RIGHTS ON THE BOARD OF

THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY
WHEREAS, on September 22, 1992, Senate Bill 1679 was signed into law by Governor Pete Wilson, authorizing the creation of the San Gabriel Basin Water Quality Authority; and
WHEREAS, the Board of the San Gabriel Basin Water Quality Authority is composed of seven members with three appointed members from each of the three municipal water districts, one elected city council person from cities in the San Gabriel Basin with prescriptive pumping rights, one elected city council person from cities in the San Gabriel Basin without prescriptive pumping rights, and two appointed members representing water producers in the San Gabriel Basin; and WHEREAS, the City of Irwindale is one of the cities in the San Gabriel Basin with prescriptive pumping rights;
WHEREAS, the City of Irwindale must cast its vote(s) for only one of the official nominees provided by the San Gabriel Basin Water Quality Authority; WHEREAS, the resolution of the City of casting its vote(s) must be received by the San Gabriel Basin Water Quality Authority no later than December 16, 2025, at 12:00 p.m.

NOW, THEREFORE, AS FOLLOWS:

SECTION 1. The City Council of the City of Irwindale casts its full vote for Mayor Robert Gonzales as the representative for cities in the San Gabriel Basin with prescriptive pumping rights.

PASSED, APPROVED, and ADOPTED this 10th day of December 2025. _______________________________
Larry G. Burrola, Mayor
ATTEST:
___________________________________
Laura M. Nieto, MMC

01005.0001/834462.1
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. 2025-101-3689, as duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 10th day of December 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

Item #13.I.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Approve Renewal of an Existing Contract with the West Covina Police Department for Use of Their Jail Facility
City Manager's Recommendation:

Adopt Resolution No. 2025-114-3702: entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE APPROVING THE RENEWAL OF AN EXISTING CONTRACT WITH THE WEST COVINA POLICE

DEPARTMENT FOR USE OF THEIR JAIL FACILITY BY MEMBERS OF THE IRWINDALE POLICE DEPARTMENT".

Administrative Action:

Submitted & Prepared by:

Chris Hofford, Chief of Police
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 does not have its own jail facility. Police officers of the Irwindale Police Department ("IPD") have always used the facilities of other agencies in order to book and house arrestees. An existing contract with the West Covina Police Department ("WCPD") currently requires renewal. The proposed contract will ensure that IPD personnel can continue to have uninterrupted use of the WCPD jail facility for an additional five years.

This Agenda Report seeks City Council approval for the City Manager and Chief of Police to enter into the proposed contractual agreement, subject to City Attorney approval as to the form of the agreement.

Fiscal Impact:

The WCPD rates for IPD use of their jail facility are three hundred dollars ($300) per arrestee booked, two hundred dollars ($200) per day per arrestee for housing, and five hundred dollars ($500) per arrestee needing a detoxification hold prior to being released from custody. Sufficient funding is available in the Police Department's FY 2025-2026 adopted budget (account 01-35-353-42332-00000).

No additional funding is requested.

Attachments:

1. Resolution No. 2025-114-3702

Resolution No. 2025-

Resolution No. 2025-114-3702

RESOLUTION NO. 2025-114-3702

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

APPROVING THE RENEWAL OF AN EXISTING CONTRACT WITH THE WEST

COVINA POLICE DEPARTMENT FOR USE OF THEIR JAIL FACILITY BY

MEMBERS OF THE IRWINDALE POLICE DEPARTMENT
WHEREAS, the City of Irwindale Police Department does not have its own municipal jail; and
WHEREAS, the Irwindale Police Department requires the use of a jail facility to book and house arrestees; and
WHEREAS, the Irwindale Police Department has an existing contractual agreement with the West Covina Police Department for use of their jail facility which requires renewal; and
WHEREAS, the West Covina Police Department has offered to extend use of their jail facility for an additional five year period.

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

SECTION 1. The recital set forth above are true and correct and incorporated here and by this reference.

SECTION 2. The City Council hereby finds that the Irwindale Police Department must have continued use of a jail facility in order to book and house arrestees.

SECTION 3. The City Council hereby authorizes the City Manager and Chief of Police to enter into a renewal agreement for an additional five year term, subject to City Attorney approval as to form.

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

PASSED, APPROVED AND ADOPTED this 10th day of December, 2025. ________________________
, Mayor

Resolution No. 2025-114-3702

ATTEST:
_________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2025-113-3702 was duly adopted by the City Council of the City of Irwindale at a regular meeting thereof held on the 10th day of December, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

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

Item #13.J.

Date: December 10, 2025
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Request to Waive Formal Bidding Procedures and Authorizing the Use of a Cooperative Purchasing Agreement for the Procurement of 38 Ballistic Helmets and Face Shields from Safeware, Inc. Using Asset Forfeiture Funds
City Manager's Recommendation:

Adopt Resolution No. 2025-121-3709 entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE WAIVING FORMAL BIDDING PROCEDURES PER IRWINDALE MUNICIPAL CODE SECTION

3.44.080(f) AUTHORIZING THE USE OF A COOPERATIVE PURCHASING AGREEMENT UNDER SOURCEWELL COOPERATIVE PURCHASING PROGRAM FOR THE PROCUREMENT OF 38 BALLISTIC HELMETS AND FACE SHIELDS FROM SAFEWARE, INC. IN THE AMOUNT OF $70,500 FROM ASSET FORFEITURE FUND".

Administrative Action:

Submitted & Prepared by:

Chris Hofford, Chief of Police
Reviewed by:

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

Julian A. Miranda, City Manager
Background and Analysis:

Ballistic helmets and protective face shields are essential safety equipment for peace officers. Per manufacturer guidelines, these pieces of equipment should be replaced every five years, similar to the protective vests that officers wear. The helmets and face shields currently in use are seven years old and are due to be replaced. Furthermore, the proposed helmets are far more protective than the helmets currently in use - they will protect officers from bullets much more powerful than can be stopped by currently-issued equipment.

Fiscal Impact:

Adoption of Resolution No. 2025-121-3709 waives the formal bidding requirement and piggybacks off of using the Sourcewell cooperative purchasing program to buy 38 ballistic helmets and face shields for an amount not-to-exceed $70,500 from Safeware, Inc. using the funds available under Asset Forfeiture Fund.

Attachments:

1. Safeware Sourcewell Contract 080922 SAF

2. Safeware LA County Contract MA IS 2340176 1

3. Safewear Quote (10254102)

4. Resolution No. 2025-121-3709 Approve Purchase of Ballistic Helmets and Face Shields

080922-SAF
Rev. 3/2022 1
Solicitation Number: RFP #080922

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Safeware, Inc., 4403 Forbes Blvd., Lanham, MD 20706 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Public Safety and Emergency Management Equipment, Tool, and Supply Catalog Solutions from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 7, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.