Agenda packet — Chino City Council, October 6, 2026 (part 1 of 3)

Those persons wishing to speak on any item included on the agenda, or on any matter within the subject matter jurisdiction of the City Council, are invited fill out and submit to the City Clerk a “Request to Speak” form (name and address optional) which is available at the entrance to the meeting. Additionally, members of the public may submit remote or electronic public comments by following the instructions detailed below.

If you require a reasonable accommodation to participate in this meeting per your rights under the Americans with Disabilities Act or for any other reason, please contact the City Clerk’s Office (909) 334-3306, at least 48 hours prior to the advertised starting time of the meeting.

Any documents produced by the City and distributed to a majority of the City Council regarding any item on this agenda will be made available in the City Clerk’s Office during normal business hours at City Hall located at 13220 Central Avenue, Chino. In addition, such documents will be posted on the City’s website at www.cityofchino.org.

CHINO CITY COUNCIL

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

CITY HALL COUNCIL CHAMBERS
13220 CENTRAL AVENUE
CHINO, CA 91710
TUESDAY, OCTOBER 6, 2026

REGULAR MEETING
AGENDA
CLOSED SESSION – 4:00 PM
OPEN SESSION – 6:00 PM
_________________________________________________________________________________

PUBLIC PARTICIPATION
Those persons wishing to speak on any item included on the agenda, or on any matter within the subject matter jurisdiction of the City Council, are invited fill out and submit to the City Clerk a “Request to Speak” form (name and address optional) which is available at the entrance to the meeting.

Members of the public may call (909) 340-4280 to provide remote public comments by phone. Phone lines are open 30 minutes prior to the scheduled meeting start time.

Electronic public comments may be submitted to [email protected] no later than two hours prior to meeting start time. In your email, please include the meeting date, agenda item you are commenting on, and your comment. All comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record for the meeting specified in the email received.

Ordinance No. 97-08 (Chino Municipal Code Section 2.04.090) limits speakers to no more than five (5) minutes in which to address Council, unless a different time is announced by the Mayor prior to the start of the public comment period (except as provided under Government Code 54954.3(b)(2)). If more than three (3) people seek to address the same agenda item or the same subject matter, the Mayor shall establish a maximum period of time not to exceed thirty (30) minutes. 1 CHINO CITY COUNCIL
OCTOBER 6, 2026 2
CLOSED SESSION - 4:00 PM

ROLL CALL
Mayor Eunice M. Ulloa, Mayor Pro Tem Curtis Burton, Council Member Karen C. Comstock, Council Member Christopher Flores, Council Member Marc Lucio.

CONFLICT OF INTEREST
This is the time and place for City Council Members to disclose any potential conflicts of interest for items on the agenda that may be required to report pursuant to the Political Reform Act and Government Code Section 84308 (Levine Act). Council Member abstentions should be noted here for inclusion in the record.

CLOSED SESSION PUBLIC COMMENTS
This is the time and place for the general public to address the City Council about the closed session items. Ordinance No. 97-08 (Chino Municipal Code Section 2.04.090) limits speakers to no more than five (5) minutes in which to address the Council, except as provided under Government Code 54954.3(b)(2).

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9 Name of case: Paola Nunez and Richard Nunez v. Estate of Roberto Anthony Mora, City of Chino, et al.; and related cross-complaint (San Bernardino Superior Court No. CIV SB2214062)

2. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9 Name of case: REGENT Land CO., L.P. v. City of Chino, Chino City Council

3. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Initiation of litigation pursuant to Paragraph (4) of Subdivision (d) of Government Code Section 54956.9.

Number of Cases: One Case
Respondent: Santa Ana Regional Water Quality Control Board

4. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Position: City Attorney

5. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency Negotiator: Terry Doyle, Director of Human Resources/Risk Management Employee Organizations: Chino City Hall Confidential Employee Association; Chino Police Management Association (CPMA); Chino Police Officers Association (CPOA); Chino Police Professional Employees Association (CPPEA); Teamsters Local 1932 Professional, Technical and Clerical Unit; American Federation of State, County, and Municipal Employees (AFSCME District Council 36 - Local 3183); Unrepresented Management Sworn and Professional; Executive Management and Deputy Directors; and Part-time Employees 2 CHINO CITY COUNCIL
OCTOBER 6, 2026 3
OPEN SESSION - 6:00 PM

FLAG SALUTE

CEREMONIALS
Proclamations
Community Planning Month - Proclaim October 2026 as Community Planning Month.

Domestic Violence Awareness Month - Proclaim October 2026 as Domestic Violence Awareness Month.

World Homeless Day - Proclaim October 10, 2026 as World Homeless Day.

Presentations
Business of the Month - Award of Business of the Month for October 2026 to Bruster's Real Ice Cream.

Mayor’s Home Beautification Award - Award of Mayor’s Home Beautification Award for October 2026.

REPORT OUT OF CLOSED SESSION

AGENDA ADDITIONS/REVISIONS

INFORMATION

PUBLIC ANNOUNCEMENTS
This is the time and place for the Mayor to inform the public of all upcoming events and past occurrences of communitywide interest and concern.

REPORTS
Department Directors
Police Chief
Fire Chief

PUBLIC COMMUNICATIONS
This is the time and place for the general public to address the City Council about subjects that do not appear elsewhere on the agenda. Due to Council policy and Brown Act requirements, action will not be taken on any issues not on the Agenda. Ordinance No. 97-08 (Chino Municipal Code Section

2.04.090) limits speakers to no more than five (5) minutes in which to address Council, except as provided under Government Code 54954.3(b)(2). If more than three (3) persons seek to address the same agenda item or the same subject matter, the Mayor shall establish a maximum period of time not to exceed thirty (30) minutes.
3 CHINO CITY COUNCIL
OCTOBER 6, 2026 4

CONSENT CALENDAR
At this time, members of the public may present testimony as to why an item should be removed from the Consent Calendar for separate discussion. Unless a member of the public or City Council requests that an item be removed from the Consent Calendar, all items will be acted upon as a whole and by one vote. City Council and members of the public may offer comments or ask questions of clarification without removing an item. Items placed on the Consent Calendar represent routine expenditures and/or actions that support ongoing City operations.

1. Warrants. Approve expenses as audited and within budget for warrants 7777109 to 7777327, and Electronic Fund Transfers 527457E to 527582E, totaling $4,855,715.61.

2. Minutes. Approve Minutes for the Regular Meeting on September 15, 2026 (All Members Present).

3. Elected City Officials’ Report Regarding Travel, Training, and Meetings. Receive and file the Elected City Officials’ Report reflecting City Council business related expenses incurred by the City.

4. City Manager’s Employment Agreement. Approve the Third Amendment to the City Manager’s Employment Agreement that includes the terms approved by the City Council and reported out of Closed Session on September 15, 2026.

5. Award a Professional Services Agreement to Communications & Media Management Consultants. Award a professional services agreement to Communications & Media Management Consultants for a three-year term for a total contract amount not to exceed $165,000 to provide citywide communications and media consulting services.

6. Chino on Ice Winter Wonderland Experience. Approve a contract with The Holidays on Ice, Inc. in the amount of $75,000 for the construction, operation, and maintenance of a portable outdoor ice skating rink and associated equipment.

7. Lewis Companies Development Agreement Annual Monitoring Report and Issuance of Certificate of Agreement Compliance. Certify that Chino Development Corporation, Chino Preserve Development Corporation, and Chino Holding Company, LLC are in compliance with the requirements of the Amended and Restated Development Agreement; approve the Certificate of Compliance.

8. Falloncrest Development Agreement Annual Monitoring Report and Issuance of Certificate of Agreement Compliance. Certify that Falloncrest is in compliance with the requirements of the Development Agreement; approve the issuance of a Certificate of Compliance for 2025-2026; and authorize the Director of Development Services to sign the Certificate of Compliance.

9. Adoption of Ordinance No. 2026-013. Approve the adoption of Ordinance No. 2026-013 (Second Reading), approving the Development Agreement by and between the City of Chino and Dirac Project LLC, and making findings of General Plan consistency.

ORDINANCE NO. 2026-013 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

CHINO, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE

CITY OF CHINO AND DIRAC PROJECT LLC, AND MAKING FINDINGS OF GENERAL PLAN CONSISTENCY.

10. Fund 630 Risk Management Budget Appropriation for Workers’ Compensation Claim Expenditures for FY 2025-26. Approve an appropriation in the amount of $277,742.99 from the Risk Management Fund (630) for workers’ compensation claim expenditures for FY2025-26. 4 CHINO CITY COUNCIL
OCTOBER 6, 2026 5

11. Acceptance and appropriation of the 2025 Federal Justice Assistance Grant. Accept the 2025 Federal Justice Assistance Grant (JAG) in the amount of $21,239; establish a grant number G4277 and appropriate $21,239 to the Justice Assistance Fund 135 with a corresponding increase to the revenues.

12. Federal Asset Forfeiture - Replacement Law Enforcement Equipment - SWAT Armor Kits (Armored Vests). Establish Federal Grant Number G4278; appropriate $46,288.61 from the fund balance of the Asset Forfeiture/Department of Justice Fund 120 for the purchase of SWAT Armor Kits (Armored Vests).

13. Chino Preserve Development Corporation - Final Map, Subdivision Improvement Agreement, and Development Impact Fee Construction Credit/Reimbursement Agreement for Tract Map No. 16420-8 (Block 8 and a Portion of Block 6), bounded by Pine Avenue to the north, Main Street to the east, Legacy Park Street to the south, and West Preserve Loop to the west.

Approve the Final Map and Subdivision Improvement Agreement for Tract Map No. 16420-8 (Block 8 and a Portion of Block 6); and authorize the City Manager to execute all necessary documents on behalf of the City.

14. Partial Acceptance of Public Improvements associated with Tract Map No. 20312-1 (Storm Drain Line C), generally located south of the Southern California Edison easement, west of East Preserve Loop, and north of Pine Avenue. Accept Storm Drain Line C as complete and authorize the City Manager to execute all necessary documents on behalf of the City.

15. National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement with San Bernardino County Flood Control District. Approve the National Pollutant Elimination System Stormwater Permit Implementation Agreement between the City of Chino and the San Bernardino County Flood Control District.

16. Conditionally approve a Covenant Agreement to Annex for sanitary sewer service; and authorize a request to the San Bernardino Local Agency Formation Commission (LAFCO) to provide sanitary sewer service to the property located at the southeast corner of Phillips Boulevard and Pipeline Avenue (4103 and 4257 Phillips Blvd.) for the development of 90 single-family detached homes within the City of Chino’s Sphere of Influence. Adopt Resolution No. 2026-063 conditionally approving a Covenant Agreement to Annex for Sanitary Sewer; request approval from LAFCO for sanitary sewer service for the property located on the southeast corner of Phillips Boulevard and Pipeline Avenue.

PUBLIC HEARING
The published public hearing for the item listed below will be postponed to a future meeting date and will be re-noticed in accordance with applicable legal requirements:
2026 Development Impact Fee Nexus Study Update. Conduct a Public Hearing to consider the proposed Development Impact Fee (DIF) Nexus Study Update and related amendments to Chapters

3.40, 3.45, and 18 of the Chino Municipal Code.

NEW BUSINESS

17. Approve Amendment No. 3 with Proactive Engineering Consultants, dba Q3 Consulting for Euclid Avenue Storm Drain Extension Line I (SD240). Approve Amendment No. 3 with Proactive Engineering Consultants, dba Q3 Consulting for Euclid Avenue Storm Drain Extension Line I (SD240) .

Staff Report By: Michele Hindersinn, Senior Engineer
5 CHINO CITY COUNCIL
OCTOBER 6, 2026 6
RECOMMENDATION: (1) Approve Contract Amendment No. 3 with Proactive Engineering Consultants, dba Q3 Consulting, Contract No. 2024-206 for $767,870.76 for additional design engineering and environmental services related to Project SD240; (2) Approve an increase to the Capital Improvement Program (CIP) budget for Euclid Avenue Storm Drain Extension Line I - Project SD240 in the amount of $687,806.78 for a total project budget not to exceed $2,564,651.78. (3) Approve a budget transfer in the amount of $687,806.78 from the Preserve Storm Drainage Collection System Facilities Development Impact Fee (Fund 263) to the Storm Drain Capital Fund (Fund 540). (4) Rename project SD240 - Euclid Ave Storm Drain Extension Line I to “Euclid Ave Storm Drain Extension Line I and Pine Ave Storm Drain Extension Line H”; and (5) Authorize the City Manager to execute all necessary documents on behalf of the City.

18. Final Acceptance of Public Improvements for the Kaiser Medical Office Buildings (PL15-0100), located at 3750 Grand Avenue. Approve a settlement agreement between the City of Chino and Kaiser Foundation Health Plan, Inc. for required public improvements per the Americans with Disabilities Act and California Law; and accept the public improvements as complete.

Staff Report By: Jesus Plasencia, Assistant City Engineer RECOMMENDATION: 1) Approve a settlement agreement between the City of Chino and Kaiser Foundation Health Plan, Inc. for required public improvements in the City of Chino per the Americans with Disabilities Act and California Law; 2) accept public improvements as complete for PL15-0100; 3) authorize release of the performance bond and initiate the warranty period; and 4) authorize the City Manager to execute the necessary documents on behalf of the City.

MAYOR AND COUNCIL REPORTS
This is the time and place for the Mayor and Council Members to report on prescheduled Council Committee Assignment Meetings that were held since the last Regular Council Meeting, and any other items of interest. Upon request by an individual Council Member, the City Council may choose to take action on any of the subject matters listed below.

Mayor Ulloa
Mayor Pro Tem Burton

19. Community Support Fund - Mayor Pro Tem Burton. Approve community support fund contribution to Soroptimist International of the Chino Valley, Inc. and St. Margaret Mary School Car Show.

Staff Report By: Mayor Pro Tem Burton
RECOMMENDATION: Approve community support fund contribution of $250 to Soroptimist International of the Chino Valley, Inc. Bingo fundraiser and $500 to the St. Margaret Mary School Car Show.

Council Member Comstock

20. Community Support Fund - Council Member Comstock. Approve community support fund contributions for multiple non-profits and community groups for the Fiscal Year 2026-27.

Staff Report By: Council Member Comstock
RECOMMENDATION: Approve community support fund contributions of $100 to Soroptimist International of Chino Valley, Inc. (Bingo), $250 to St. Margaret Mary School (Car Show), $250 to Chino Youth Museum (Bingo), and $250 to No More Locked Doors (Toy Drive). 6 CHINO CITY COUNCIL
OCTOBER 6, 2026 7
Council Member Flores

21. Community Support Fund - Council Member Flores. Approve community support fund contribution to Soroptimist International of the Chino Valley, Inc.

Staff Report By: Council Member Flores
RECOMMENDATION: Approve community support fund contribution of $500 to Soroptimist International of the Chino Valley, Inc. Bingo fundraiser.

Council Member Lucio

OTHER REPORTS
City Manager's Report
City Attorney's Report

ADJOURN
The next Regular Meeting of the City Council will be held on Tuesday, October 20, 2026 at 6:00 p.m. (Closed Session no earlier than 4:00 p.m. if necessary) in these Council Chambers.

I, Natalie Gonzaga, City Clerk of the City of Chino, hereby declare that on Friday, October 2, 2026 this agenda was posted on the south window of Chino City Hall and this agenda together with all of the agenda reports and related documents were posted on the City’s website at www.cityofchino.org by myself or under my direction.
_______________________________________
Natalie Gonzaga, City Clerk.
7 MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: SWATI MESHRAM, PHD, AICP, DIRECTOR OF DEVELOPMENT SERVICES

SUBJECT
..titl e
Proclaim October 2026 as Community Planning Month.
..end
..body
8 9

MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES, PARKS & RECREATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, DIRECTOR OF COMMUNITY SERVICES, PARKS &

RECREATION

SUBJECT
..titl e
Proclaim October 2026 as Domestic Violence Awareness Month. ..end
..body

MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES, PARKS & RECREATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, DIRECTOR OF COMMUNITY SERVICES, PARKS &

RECREATION

SUBJECT
..titl e
Proclaim October 10, 2026 as World Homeless Day. ..end
..body

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Commitment to Our Community
 Public Service Excellence through Internal and External Partnerships 12 13

MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: LINDA REICH, CITY MANAGER

SUBJECT
..titl e
Business of the Month.
..end
..body
14 MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: EUNICE M. ULLOA, MAYOR

SUBJECT
..titl e
Award of Mayor’s Home Beautification Award.
..end
..body
15 MEMORANDUM

CITY OF CHINO

FINANCE DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: KIM SAO, DIRECTOR OF FINANCE

SUBJECT
..titl e
Warrants.
..end

RECOMMENDATION
Approve expenses as audited and within budget for warrants 7777109 to 7777327, and Electronic Fund Transfers 527457E to 527582E, totaling $4,855,715.61. ..body

FISCAL IMPACT
Sufficient funds have been included in the Fiscal Year 25-26 and 26-27 Adopted Budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Financial Stability
Revenue: Expenditure:
16 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: WARRANTS.

PAGE: 2

BACKGROUND
As prescribed by Government Code Sections 37202 and 37208, the following demand registers are herewith submitted for Council ratification:

NO. WARRANTS CHECK DATE FY AMOUNT

1. 7777109 – 7777169 9/3/26 26/27 $334,918.08

2. 7777170 – 7777184 9/3/26 25/26 $160.019.78

3. 7777185 – 7777321 9/17/26 26/27 $906,690.31

4. 7777322 – 7777327 9/17/26 26/27 $544,348.82

5. 527457E – 527486E 9/4/26 26/27 $165,450.29

6. 527487E – 527495E 9/4/26 25/26 $85,059.72

7. 527496E – 527500E 9/4/26 26/27 $24,983.21

8. 527501E – 527582E 9/18/26 26/27 $2,634,245.40
TOTAL $4,855,715.61

ISSUES/ANALYSIS
See attached exhibit for detailed information on warrants exceeding $50,000.

Attachment - Warrants Exhibit 10-6-26
17 Check Date Vendor Name Description Amount
09/03/2026 SO CAL EDISON CO SERVICE PERIOD 07/29-08/26 $281,380.35 09/03/2026 ALESHIRE & WYNDER LLP LEGAL SERVICES $115,147.23 09/04/2026 US BANK CORPORATE PAYMENT P-CARD STATEMENT - JULY2026 $80,952.60 09/17/2026 FLOCK GROUP INC. ADVANTAGE PACKAGE $81,050.00 09/17/2026 FLOCK GROUP INC. ADVANTAGE PACKAGE $222,100.55 09/17/2026 HUNSAKER & ASSOCIATES IRVINE INC WALNUT AVE WATER LINE REPLACEMENT DESIGN $51,490.00 09/17/2026 INLAND EMPIRE ESCROW HOME HOME IMPROVEMENT LOAN PROGRAM $113,228.00 09/17/2026 SO CAL EDISON CO SERVICE PERIOD 08/04-09/01 $61,292.21 09/17/2026 WEST COAST ARBORISTS INC TREE TRIMMING & TREE MAINTENANCE $58,545.00 09/17/2026 CITY OF ONTARIO ANIMAL RESOURCE CENTER $470,459.37 09/18/2026 BIGGS CARDOSA ASSOCIATES, INC. PINE AVE. DESIGN & ENVIRONMENTAL $94,359.30 09/18/2026 INLAND EMPIRE UTILITIES AGENCY NON-RECLAIMABLE WASTEWATER $1,020,380.08 09/18/2026 US BANK CORPORATE P-CARD STATEMENT - AUG2026 $97,603.03 09/18/2026 WATER FACILITIES, AUTHORITY (JPA) IMPORTED WATER $734,098.20 09/18/2026 YUNEX LLC CITYWIDE TRAFFIC SIGNAL MAINTENANCE $302,627.48 15 $3,784,713.40
527581
527483

CITY OF CHINO
A/P Warrant Register Over $50,000
Check
Number
7777160
7777170
7777316
7777222
7777223
7777239
7777241
7777299
7777326
527509
527540
527572
527576
18 MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: NATALIE GONZAGA, CITY CLERK

SUBJECT
..titl e
Minutes.
..end
..body
19 CHINO CITY COUNCIL

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

REGULAR MEETING - CHINO SENIOR CENTER
13170 CENTRAL AVENUE
CHINO, CA 91710
TUESDAY, SEPTEMBER 15, 2026

MINUTES
CLOSED SESSION – 4:30 PM
OPEN SESSION – 6:00 PM
_________________________________________________________________________________ CALL TO ORDER - CLOSED SESSION - 4:30 PM
The September 15, 2026, Regular Meeting of the Chino City Council / Successor Agency to the Redevelopment Agency was called to order at 4:32 pm by Mayor Eunice M. Ulloa at the Chino Senior Center.

ROLL CALL
PRESENT: Mayor Eunice M. Ulloa, Mayor Pro Tem Curtis Burton, Council Member Karen C.

Comstock, Council Member Christopher Flores, and Council Member Marc Lucio ABSENT: NONE.

CLOSED SESSION PUBLIC COMMENTS
There were no requests to speak.

CLOSED SESSION
City Attorney Fred Galante read into the record the items listed on the Closed Session agenda.

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9 Name of case: Robert Colon v. City of Chino, et al. (San Bernardino Superior Court Case No.

CIVRS2507421)

2. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency Negotiator: Terry Doyle, Director of Human Resources/Risk Management Employee Organizations: Chino City Hall Confidential Employee Association; Chino Police Management Association (CPMA); Chino Police Officers Association (CPOA); Chino Police Professional Employees Association (CPPEA); Teamsters Local 1932 Professional, Technical and Clerical Unit; American Federation of State, County, and Municipal Employees (AFSCME District Council 36 - Local 3183); Unrepresented Management Sworn and Professional; Executive Management and Deputy Directors; and Part-time Employees

3. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
20 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 2
Agency designated representatives: Fred Galante, City Attorney Unrepresented employee: City Manager
The City Council recessed to Closed Session at 4:33 p.m. and concluded at 5:56 p.m.

OPEN SESSION - 6:00 PM
The City Council reconvened the meeting at 6:12 p.m.

FLAG SALUTE
Chino Cub Scout Pack 205 led the Pledge of Allegiance.

CEREMONIALS
Proclamations
Making Strides Against Breast Cancer Day - Proclaim October 3, 2026 as Making Strides Against Breast Cancer Day in the City of Chino.

Mayor Ulloa read into the record the Proclamation designating October 3, 2026 as Making Strides Against Breast Cancer Day in Chino. Ed Zapiain, Event Co-Lead, and Nodya Clemons, Ambassador, Making Strides Against Breast Cancer, accepted the Proclamation.

Presentations
Retirement Recognition - Recognition of Pat Loy, Vice President, Regional Planned Communities, Lewis Management Corp.

Mayor Ulloa presented a City tile to Pat Loy, Vice President, Regional Planned Communities, Lewis Management Corporation, in recognition of his many years of dedicated partnership, collaboration, and commitment to the City of Chino.

Business of the Month - Award of Business of the Month for September 2026 to Carrie Out Burgers.

Mayor Ulloa presented the September 2026 Business of the Month Award to Carrie Out Burgers. Owner Carrie Barnett was present to accept the award.

REPORT OUT OF CLOSED SESSION
City Attorney Fred Galante reported out of closed session as follows:

CIVRS2507421)
The City Council received an update, provided direction, and no further reportable action was taken.

2. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency Negotiator: Terry Doyle, Director of Human Resources/Risk Management Employee Organizations: Chino City Hall Confidential Employee Association; Chino Police Management Association (CPMA); Chino Police Officers Association (CPOA); Chino Police Professional Employees Association (CPPEA); Teamsters Local 1932 Professional, Technical 21 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 3
and Clerical Unit; American Federation of State, County, and Municipal Employees (AFSCME District Council 36 - Local 3183); Unrepresented Management Sworn and Professional; Executive Management and Deputy Directors; and Part-time Employees The City Council received a briefing, provided direction, and no further reportable action was taken.

3. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency designated representatives: Fred Galante, City Attorney Unrepresented employee: City Manager
City Attorney Fred Galante reported Closed Session will reconvene after the regular meeting for Item 3. A report out for the item will be provided at the conclusion of Closed Session.

AGENDA ADDITIONS/REVISIONS
City Manager Linda Reich reported there were no additions or revisions to the agenda.

INFORMATION
External Agency Report for September 15, 2026. Receive and file the External Agency Report for September 15, 2026 (Covering Meetings from July 1-31, 2026).

Mayor Ulloa announced the External Agency Report was included in the agenda packet.

PUBLIC ANNOUNCEMENTS
Mayor Ulloa provided reminders regarding upcoming community events, including: Chino Notify/Emergency Preparedness Fair scheduled on September 19, 2026; Business License Reform and Small Business Protection Measure F informational presentation, scheduled on September 22, 2026; and the Waste Management's Cart Monitoring Workshop scheduled on October 22, 2026.

REPORTS
Department Directors
Hye Jin Lee, Director of Public Works, reported on emergency preparedness efforts related to El Ñino and the Municipal Separate Storm Sewer permit (MS4).

Police Chief
Police Chief Mensen, Chino Police Department, reported on the "Strike Out for Childhood Cancer" charity softball game, a joint event between the Chino Police Department and Chino Valley Fire District benefiting the City of Hope Pediatric Cancer Center.

Fire Chief
Fire Chief Dave Williams, Chino Valley Fire District, reported the Annual Open House will take place on October 3, 2026, at the Chino Valley Fire District Training Center, located at 5092 Schaefer Avenue.

PUBLIC COMMENTS
Pastor Joel Picket, Calvary Chapel Chino Hills, provided the invocation. 22 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 4
Mayor Ulloa announced due to the number of people present wishing to speak, public comment would be limited to three minutes each. She also stated that if there are more than three people who sought to address the same agenda item, a maximum time period of 30 minutes will be established for all persons who wish to address the same agenda.

CONSENT CALENDAR

1. Warrants. Approve expenses as audited and within budget for warrants 7776805 to 7777108, and Electronic Fund Transfers 527292E to 527456E, totaling $8,650,810.81

2. Minutes. Approve Minutes for the Regular Meeting on September 1, 2026 (All Members Present).

4. Government Relations Update for September 15, 2026. Receive and file the Government Relations Update for September 15, 2026.

5. Amendments to the Conflict of Interest Code. Adopt Resolution No. 2026-062 amending Appendix A of Chapter 2.60 of the Chino Municipal Code relating to the requirement for City officers and employees to file Statements of Economic Interests.

6. Contract Amendment - Citywide Janitorial Services. Approve Contract Amendment No. 3 to Contract No. 2026-040 with CCS Facility Services-Orange County, Inc. to amend the scope of services to include janitorial cleaning services at the City-owned facility located at 13106 Central Avenue.

7. 2025-2026 Consolidated Annual Performance and Evaluation Report. Receive and file the 2025-2026 Consolidated Annual Performance and Evaluation Report (CAPER).

8. Adopt a Resolution Authorizing the County of San Bernardino to retain administration fees associated with the collection of City of Chino special taxes through the county property tax levy. Adopt Resolution No. 2026-059 authorizing the County of San Bernardino to retain administration fees associated with the collection of City of Chino special taxes through the county property tax levy.

9. Professional Services Agreement - Carpenter, Rothans & Dumont, LLP. Award a Professional Services Agreement with Carpenter, Rothans & Dumont, LLP for $218,000 over a five-year term for legal services.

10. 2026 Emergency Operations Plan Update. Adopt Resolution No. 2026-058, approving and adopting the 2026 Emergency Operations Plan for the City of Chino.

11. FY 2025-26 State of California Office of Traffic Safety (OTS) Motorcycle Safety Education and Training Program Grant. Authorize acceptance of the FY 2025-26 OTS Motorcyclist Safety Education and Training Program Grants combined for a total amount of $22,000 and appropriate $22,000 to Grant Fund 135-Federal Grant G4272 with a corresponding increase to the grant revenue.

12. FY 2025-26 State of California Office of Traffic Safety (OTS) Selective Traffic Enforcement Program (STEP) Grants. Authorize the acceptance of the FY 2025-26 OTS STEP Grant in the amount of $199,600 and establish 3 separate grant numbers; appropriate $199,600 to the Fund 135-Federal Grant; and increase the Fund 135 revenue grant budget by $199,600.

13. Adoption of the Measure I Five-Year Capital Project Needs Analysis (CPNA) for FY 2027/2028 - 2031/2032. Adopt Resolution No. 2026-060, approving the Measure I Five-Year Capital Project Needs Analysis for Fiscal Years 2027/2028 to 2031/2032. 23 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 5

14. Final Acceptance of Public Improvements for Tract No. 20164, generally located south of Pine Avenue, west of Hellman Avenue, and north and east of Chino Corona Road (Block 4). Accept public improvements as complete for Tract Map No. 20164; authorize release of the performance bond and initiate the warranty bond.

15. Award Construction Contract to United Storm Water, Inc. for Catch Basin Trash Capture Retrofit (SD231). Award Construction Contract for SD231 to United Storm Water, Inc. for $263,452 for Project SD231; authorize approved contract change orders up to $26,345 for construction contingencies for a not to exceed contract of $289,797.

16. Award a Professional Services Agreement with 10-8 Retrofit, Inc. for Police Vehicle Equipment Installation, Fleet Changeovers & Maintenance Services. Award a Professional Services Agreement for $3,296,750 with 10-8 Retrofit, Inc. for a five-year term of Police Specific Vehicle Equipment Installation & Routine Maintenance Services.

17. Award a Professional Services Agreement to HR Green Pacific, Inc. for Engineering Design Services for Benson Avenue Safe Routes to School Improvements (ST262). Appropriate $10,000 of available Measure I Fund (322) reserves and increase the project budget for Project ST262 by the same amount; Award a professional services agreement for $71,837 to HR Green Pacific, Inc., Corona, CA for Engineering Design Services.

Motion by Mayor Pro Tem Burton, seconded by Council Member Comstock, to approve the Consent Calendar items 1-17 as presented. The motion carried by the following vote:

AYES: ULLOA, BURTON, COMSTOCK, FLORES, AND LUCIO
NOES: NONE.

ABSENT: NONE.

PUBLIC HEARINGS

18. Introduction of Ordinance No. 2026-012 - East Chino Specific Plan Amendment (PL25-0119). A request to amend the East Chino Specific Plan to allow homes to front onto Loop Roads, allow on-street parking on Amsterdam Avenue and Aguerre Avenue, and reduce the minimum front yard setback in the RD4.5 land use designation.

Staff Report By: Andrea Gilbert, City Planner
RECOMMENDATION: 1) Conduct a public hearing; and 2) approve the introduction of Ordinance No. 2026-012, to be read by number and title only, amending the East Chino Specific Plan (ECSP) to allow homes to front onto Loop Roads, allow on-street parking on Amsterdam Avenue and Aguerre Avenue, and reduce the minimum front yard setback to 15 feet for homes with swing-in garages within the RD 4.5 (4.5 dwelling units/acre) land use designation of the ECSP.

Mayor Ulloa opened the public hearing.

Andrea Gilbert, City Planner, and Dennis Ralls, City Traffic Engineer, provided a presentation on the item.

The following provided public comments in opposition of the proposed project: Derek Webster, Mike Berni, Diane Boudreaux, and Willie Morataya.

The following public comment emails in opposition of the proposed project were received after the agenda posting from the following: Celeste Alvarez, Christine Howard, Colton Underwood-Garside, Christine & Dave Clark, Elizabeth and Ronnie Hernandez, Gabriela 24 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 6
Chavira, Larry Howard, Linnie Risolo, Derek Webster, Peggy Merrill, and Joanne Webster. All materials were distributed to the City Council and saved to the meeting record.

Mark Thomas, Vice President at PLC Communities, Applicant, addressed the City Council.

Mayor Ulloa closed the public hearing.

The City Council discussed the project's conflict with the area's original street planning intent, traffic concerns with current proposal, reorientation of project, altering the East Chino Specific Plan (ECSP), concerns that denial could prompt a higher density proposal under State housing laws, and recognition that low-density development as proposed is increasingly uncommon and valuable to the community.

At the Mayor's request, Ms. Gilbert provided additional details about project, noting the proposal includes 4.44 units to the acre, which is the range that is allowed in this particular land use designation. Ms. Gilbert confirmed the proposal includes 16 single-story homes and the applicant is not exercising the density bonus and there are no affordable units included in the proposal.

Mayor Ulloa requested a motion for approval. Item No. 18 failed due to a lack of a motion.

City Attorney Galante outlined alternative options, including continuing the public hearing to a date certain or allowing additional time for staff to work with the applicant to explore reorienting the homes toward Cypress Avenue, instead of Amsterdam.

The City Council discussed an alternative motion to return the project to staff to work with the applicant to address issues that had been raised.

Mayor Ulloa re-opened the public hearing.

Discussion ensued between the City Council, City Attorney, and the Applicant on the revised motion to continue the proposed project, re-notice the public hearing, and determine the earliest meeting date to re-schedule the item for consideration.

The following provided public comments in opposition of the proposed project: Resident (name not provided), Derek Webster, and Charles Butler.

Mayor Ulloa closed the public hearing noting the hearing would be noticed again when the item comes back for consideration.

Motion by Council Member Comstock, seconded by Council Member Lucio, to send back to staff to work with the applicant and return to the City Council (re-notice the public hearing). The motion carried by the following vote:

AYES: ULLOA, BURTON, COMSTOCK, FLORES, AND LUCIO
NOES: NONE.

ABSENT: NONE.

19. Appeal of the Planning Commission Action Denying the Dirac Battery Energy Storage System (BESS) Project. Appeal of the Planning Commission action denying the Dirac Battery Energy Storage System Project and associated Development Agreement.

Staff Report By: Kim Le, Senior Planner
25 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 7
RECOMMENDATION: 1) Conduct a public hearing; 2) adopt Resolution No. 2026-061, granting the appeal and thereby approving PL25-0085 (Special Conditional Use Permit) and PL25-0086 (Site Approval); and 3) introduction of Ordinance No. 2026-013, to be read by number and title only, approving the Development Agreement between the City of Chino and Dirac BESS LLC for the Dirac Battery Energy Storage System (BESS) Project.

Mayor Ulloa opened the public hearing.

Kim Le, Senior Planner, and Swati Meshram, Director of Development Services, provided a presentation on the item.

Aron Branam, Senior Vice President of Development, AYPA, Applicant/Appellant representative, provided a presentation to the City Council on collaborative efforts to incorporate feedback from the City Council, the Fire District, and residents into the proposed project.

Council discussion followed with Mr. Branam on the project's zero incident safety record, reliance on proven battery technology, battery life cycle and augmentation, and technology evaluation and stability.

City Attorney Fred Galante noted that comments related to data centers are not relevant because the project under consideration is not a data center.

The following provided public comments in opposition of the proposed project: Laura Rodriguez (Spanish-language interpretation provided); Grandma Hurtado; Eugene Berger; Daniel Medrano; Amanda Shades; and Paul Griffin.

The following provided public comments in support of the proposed project: Mark Strickland, I.B.E.W.; Tony Avalos, Cupertino Electric; Jace Sumner; Matt Arnswald, I.B.E.W. 477; Ben Pratt, I.B.E.W. 477; Tigran Agdaian, Breathe Southern California; Luis Gomez, Rexford Industrial; Albert Duarte, Riverside/San Bernardino Building Trades; Johnny Escobedo, Iron Workers 416; Jonah Henry, Sunrise Movement LA; and Louie Lopez, Iron Workers 533.

Four (4) Public Comment Emails were received in support from Mako Lau, COO, Traction Express; Michael Leeming, Parker Boiler Company; Frank Fu, AZZA USA Technology; and Jace Sumner, IBEW Local 477. Two (2) Public Comment Emails were received in opposition from Linda Zeigler and Brigid Bjerke. Additionally, the Chino Police Department Conditions of Approval for the Dirac Project were distributed. All materials were provided to the City Council and made available to the public.

Mayor Ulloa announced that the 30-minute limit for speakers on the item had been reached.

She invited anyone who had submitted a speaker card on a different, unheard topic to approach the podium. Six (6) speakers spoke in opposition: Diane Boudreux, Ayra Ulloa, Art Valencia, Dr. Josue Sandiego, Luis Hernandez, and Mary Jane Sotelo. Two (2) speakers spoke in support: Clare Lazzarini, Rexford Industrial, and Chris Chavez, Coalition for Clean Air.

Due to the established 30-minute limit for public comments for this item, the following individuals submitted speaker request slips but did not approach the podium to speak to add additional comments: Gabriel Bencomo, Chris Wilkins, Julian Flores, C.J. Hamilton, Debi Nee, Jason Korengold, Mateo, and Mike Leeming.

Mr. Branam responded to public comments, thanking supporters and opponents, and noted that AYPA uses community feedback to address challenges and improve the project to better 26 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 8
meet community needs.

In response to safety questions by the City Council, Brian Frink, Retired New York City Battalion Chief, spoke on behalf of the applicant, regarding safety plume guidance, 330-foot exclusion zone, and outdoor storage.

Mayor Ulloa closed the public hearing.

Council discussion followed on the need for reliable power and inevitability of battery storage, grid reliability, fire, smoke, and public health impact concerns, the project could advance even without local approval, outdoor design, and multiple safety layers to reduce risk.

Mayor Pro Tem Burton expressed concerns about the project, citing potential public health impacts and the system's reliability in the event of a fire, the lack of 24/7 onsite monitoring, and noted the possibility that the project could proceed at the state level even if it is denied locally.

Fire Chief Dave Williams, Chino Valley Fire District, reported the Chino Valley Fire District feels well prepared for this project.

Mayor Ulloa requested a motion. Motion by Council Member Flores, seconded by Council Member Lucio.

City Attorney Galante read the Ordinance by number and title only, waiving further reading of the ordinance:

ORDINANCE NO. 2026-013 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

CHINO, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN

THE CITY OF CHINO AND DIRAC PROJECT LLC, AND MAKING FINDINGS OF GENERAL PLAN CONSISTENCY.

Motion by Council Member Flores, seconded by Council Member Lucio, to 1) Conduct a public hearing; 2) adopt Resolution No. 2026-061, granting the appeal and thereby approving PL25-0085 (Special Conditional Use Permit) and PL25-0086 (Site Approval); and 3) introduction of Ordinance No. 2026-013, to be read by number and title only, approving the Development Agreement between the City of Chino and Dirac BESS LLC for the Dirac Battery Energy Storage System (BESS) Project. The motion carried by the following vote:

AYES: ULLOA, COMSTOCK, FLORES, AND LUCIO
NOES: BURTON
ABSENT: NONE.

The City Council took a brief recess at 10:09 p.m. and reconvened at 10:21 p.m., with all members present.

NEW BUSINESS

20. Establish a New Capital Improvement Program (CIP) Project ST273 - Edison Avenue Ultimate Improvements and Cypress Creek Trail Extension, and Award a Professional Service Agreement for Engineering Design Services. Establish a New Capital Project ST273 - Edison Avenue Ultimate Improvements and Cypress Creek Trail Extension and Award a Professional Service Agreement for Engineering Design Services.
27 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 9
Staff Report By: Michelle Chapman, CIP Engineering Manager RECOMMENDATION: 1) Establish project ST273 - Edison Avenue Ultimate Improvements and Cypress Creek Trail Extension and appropriate $170,906.50 from the Road Maintenance and Rehabilitation Fund (327) and $200,000 of Measure I Fund (322); 2) award a professional services agreement for $370,906.50 to HR Green Pacific, Inc., Corona, CA for Engineering Design Services; and 3) authorize the City Manager to execute all necessary documents on behalf of the City.

Michelle Chapman, CIP Engineering Manager, and Hye Jin Lee, Director of Public Works, provided a presentation on the item.

Luis Hernandez, provided a public comment in support of the item and emphasized the urgent need to repave Edison Avenue due to significant road damage caused by heavy freight truck traffic.

An email public comment in support was also received from Luis Hernandez.

Council discussion followed on project timeline and right-of-way, phased approach, underground utility design consideration, cost and responsibility, and establishing a capital improvement project to address road and pedestrian safety concerns.

Motion by Council Member Comstock, seconded by Council Member Lucio, to 1) Establish project ST273 - Edison Avenue Ultimate Improvements and Cypress Creek Trail Extension and appropriate $170,906.50 from the Road Maintenance and Rehabilitation Fund (327) and $200,000 of Measure I Fund (322); 2) award a professional services agreement for $370,906.50 to HR Green Pacific, Inc., Corona, CA for Engineering Design Services; and 3) authorize the City Manager to execute all necessary documents on behalf of the City. The motion carried by the following vote:

AYES: ULLOA, BURTON, COMSTOCK, FLORES, AND LUCIO
NOES: NONE.

ABSENT: NONE.

21. Establish a New Capital Improvement Program (CIP) Project ST272 - Pavement Improvements Zone 2 (Chino Ave and Various Streets). Establish a New Capital Project ST272 - Pavement Improvements Zone 2 (Chino Ave and Various Streets).

Staff Report By: Michelle Chapman, CIP Engineering Manager RECOMMENDATION: Establish project number ST272 - Pavement Improvements Zone 2 (Chino Ave and Various Streets) and appropriate $60,000 from the Road Maintenance and Rehabilitation Fund (327) to fund Engineering Design Services; and 2) authorize the City Manager to execute all necessary documents on behalf of the City.

Michelle Chapman, CIP Engineering Manager, and Hye Jin Lee, Director of Public, provided a presentation on the item.

City Council and Staff held a discussion.

Mayor Ulloa noted the deteriorating conditions of Phillips Boulevard between Vernon Avenue and Benson Avenue. Council Member Comstock recommended forwarding the matter to the Infrastructure/Streets Committee for further consideration. 28 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 10
Motion by Mayor Pro Tem Burton, seconded by Council Member Comstock, to Establish project number ST272 - Pavement Improvements Zone 2 (Chino Ave and Various Streets) and appropriate $60,000 from the Road Maintenance and Rehabilitation Fund (327) to fund Engineering Design Services; and 2) authorize the City Manager to execute all necessary documents on behalf of the City. The motion carried by the following vote:

AYES: ULLOA, BURTON, COMSTOCK, FLORES, AND LUCIO
NOES: NONE.

ABSENT: NONE.

22. Intersection Improvements (Moonspinner Street and West Preserve Loop). Advertisement of Bids for the Construction of Intersection Improvements at Moonspinner Street and West Preserve Loop (TR271).

Staff Report By: Michelle Chapman, CIP Engineering Manager RECOMMENDATION: Approve the plans and specifications for construction as approved by the Director of Public Works and authorize the solicitation of construction bids for TR271 - Intersection Improvements at (Moonspinner Street at West Preserve Loop).

Michelle Chapman, CIP Engineering Manager, and Hye Jin Lee, Director of Public Works, provided a presentation on the item.

Motion by Council Member Lucio, seconded by Council Member Comstock, to Approve the plans and specifications for construction as approved by the Director of Public Works and authorize the solicitation of construction bids for TR271 - Intersection Improvements at (Moonspinner Street at West Preserve Loop). The motion carried by the following vote:

AYES: ULLOA, BURTON, COMSTOCK, FLORES, AND LUCIO
NOES: NONE.

ABSENT: NONE.

MAYOR AND COUNCIL REPORTS
Mayor and Council Members provided no report in consideration of time.

OTHER REPORTS
City Manager's Report - No Report.

City Attorney's Report - No Report.

CLOSED SESSION
The City Council recessed back to Closed Session at 11:10 p.m. to discuss closed session Item 3. The City Council concluded Closed Session at 12:00 a.m.

REPORT OUT OF CLOSED SESSION
City Attorney Fred Galante reported out of closed session as follows:
29 CHINO CITY COUNCIL
SEPTEMBER 15, 2026 11

3. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency designated representatives: Fred Galante, City Attorney Unrepresented employee: City Manager
Motion by Mayor Pro Tem Burton, seconded by Council Member Lucio, to approve an increase in the City’s contributions to the City Manager’s 401(a) account by 2 percent to a total of 9 percent of base salary beginning in the first pay period following September 15, 2026; approve an additional $15,000 per year toward the City Manager’s Retirement Health Savings plan for Fiscal Year 2026-2027 and yearly thereafter beginning in the first pay period following September 15, 2026; and approve a one-year extension to the City Manager’s Employment Agreement, through August 8, 2028. The City Attorney is directed to memorialize these revisions in the Third Amendment to the City Manager’s Employment Agreement to be presented at the October 6, 2026 City Council meeting.

The motion carried unanimously.

AYES: LUCIO, FLORES, COMSTOCK, BURTON, ULLOA
NOES: NONE.

ABSENT: NONE.

ADJOURN
Mayor Ulloa adjourned the meeting at 12:01 a.m. The next Regular Meeting of the City Council will be held on Tuesday, October 6, 2026 at 6:00 p.m. (Closed Session no earlier than 4:00 p.m. if necessary) in the Council Chambers.

APPROVED AND ADOPTED THIS 6TH DAY OF OCTOBER 2026.
________________________________
EUNICE M. ULLOA, MAYOR
ATTEST:
________________________________

NATALIE GONZAGA, CITY CLERK
**************************************************
(These minutes are not official until signed.)
30 MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: NATALIE GONZAGA, CITY CLERK

SUBJECT
..titl e
Elected City Officials’ Report Regarding Travel, Training, and Meetings. ..end

RECOMMENDATION
Receive and file the Elected City Officials’ Report reflecting City Council business related expenses incurred by the City.
..body

FISCAL IMPACT
Sufficient funding is available in the adopted Fiscal Year 2026-27 Operating Budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above furthers the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Superior Customer Service
 Responsible Long-Range Planning
 Exemplary Leadership
 Public Service Excellence through Internal and External Partnerships Revenue: Expenditure: 1002000-43320
Transfer In: Transfer Out:
31 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: ELECTED CITY OFFICIALS’ REPORT REGARDING TRAVEL, TRAINING, AND MEETINGS.

PAGE: 2

BACKGROUND
In accordance with Government Code Sections 53232.2 and 53232.3, implementing Assembly Bill (AB) 1234 on January 1, 2006, the City adopted Resolution No. 2005-093 establishing a Business-Related Expense Policy. On December 6, 2016, the City approved Resolution No. 2016-075 adopting the latest revisions to this policy. In addition to requiring local agencies to adopt a business-related expense policy, AB 1234 requires that Elected Officials provide a brief report on meetings attended at the expense of the local agency at the next regular meeting of the legislative body.

ISSUES/ANALYSIS
In response to AB 1234, a report regarding Elected City Officials’ Travel, Training, and Meetings listed below was created and is placed on the City Council Agenda Consent Calendar. The documents that pertain to the items listed below are available for public inspection at the City Clerk’s office located in City Hall at 13220 Central Avenue, Chino, CA.

Event Date Meeting Purpose and
Subject Matter
Location City Official Attendees
September 23-
25, 2026
League of California
Cities Annual
Conference
Anaheim, CA Mayor Pro Tem Burton
Council Member Comstock
32 MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: FRED GALANTE, CITY ATTORNEY

SUBJECT
..titl e
City Manager’s Employment Agreement.
..end

RECOMMENDATION
Approve the Third Amendment to City Manager’s Agreement. ..body

FISCAL IMPACT
Sufficient funds are available in the Fiscal Year 2026-27 adopted budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service
 Financial Stability
 Responsible Long-Range Planning
 Exemplary Leadership
 Public Service Excellence through Internal and External Partnerships Revenue: Expenditure:

Transfer In: Transfer Out:
33 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: CITY MANAGER’S EMPLOYMENT AGREEMENT.

PAGE: 2

BACKGROUND
On August 8, 2022, Dr. Linda Reich commenced services as the City Manager of the City of Chino, pursuant to the terms and conditions of the City of Chino’s At-Will City Manager Employment Agreement (“Employment Agreement”). The term of the Employment Agreement was set for five years, from August 8, 2022 through August 7, 2027.

The City Council approved the First Amendment to the Employment Agreement on September 17, 2024.

The City Council approved the Second Amendment to the Employment Agreement on October 21, 2025.

On September 1, 2026, the City Council held closed session meetings to consider the City Manager’s performance review and labor negotiations and a follow up closed session labor negotiations meeting on September 15, 2026, related to her contract in accordance with the closed session agendas. Following the City Council’s deliberations in closed session, the City Council unanimously approved the amendments to the Employment Agreement, as such approval was duly reported out, and directed the City Attorney to prepare a Third Amendment to the Agreement (“Third Amendment”). The terms of the Third Amendment are summarized below and attached to this staff report.

ISSUES/ANALYSIS
Consistent with City Council’s direction on September 15, 2026, the Third Amendment incorporates the following amendments to the Employment Agreement:
i) increase the City’s contributions to a 401(a) account for Employee by 2% to a total of 9% of Employee’s base salary each pay period, beginning in the first pay period following September 15, 2026;
ii) provide for City to pay an additional $15,000 per year toward Employee's retirement health savings plan beginning in the first pay period following September 15, 2026; and iii) extend the term of employment for an additional year until August 7, 2028.

With this action, the City Council will approve the Third Amendment to the City Manager’s Employment Agreement ratifying the terms approved by the City Council and reported out of closed session on September 15, 2026.

Attachment - Third Amendment to the City Managers Employment Agreement 34 01225.0004 2192176.1 9/8/2026 -1-

THIRD AMENDMENT TO THE

AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO THE AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT (the “Third Amendment”) is made and entered into the 6th day of October 2026, by and between the City of Chino, a general law city and municipal corporation (the “City”) and Dr. Linda Reich, an individual (“Employee”).

RECITALS
WHEREAS, on August 8, 2022, Employee commenced service as the City Manager pursuant to the terms and conditions of the City of Chino’s At-Will City Manager Employment Agreement (“Agreement”) between the City and Employee; and WHEREAS, the term of the Agreement is for five years, from August 8, 2022, through August 7, 2027; and
WHEREAS, Section 9.2 of the Agreement provides that the “Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing, which amendment shall require approval by the affirmative vote of three (3) members of the Council [;]” and
WHEREAS, on September 17, 2024, the City and Employee entered into the First Amendment to the Agreement (“First Amendment”) to: i) reflect that Employee generally receives a standard lunch break and reflect Employee’s 9/80 work schedule; ii) increase Employee’s salary by fifteen percent (15%) to $348,160 effective August 8, 2024; iii) revise the severance due to Employee from 6 months to 7.5 months in the event of termination without cause prior to August 8, 2025, and to 9 months in the event of termination without cause on or after August 8, 2025; and iv) provide for a “Holiday Leave Bank” of 155 hours each fiscal year in lieu of Employee being provided designated holidays and floating holidays; and WHEREAS, whereby the City’s City Council recognizes that it has established a benchmark for Employee’s total compensation to be at least 5% above the chief of police’s total compensation, and as of the date of the Third Amendment, Employee’s salary satisfied this benchmark;
WHEREAS, on October 21, 2025, the City and Employee entered into the Second Amendment to the Agreement (“Second Amendment”) to: i) increase Employee’s automobile allowance from $533.33 per month to $600.00 per month; ii) provide that Employee’s accrued and unused vacation leave that would otherwise exceed the maximum accrual limit of 400 hours will be cashed out in the pay period following accrual, such that accrued leave on the books does not exceed 400 hours; iii) allow Employee to cash out up to 90 hours of Management Leave per 35 01225.0004 2192176.1 9/8/2026 -2-
fiscal year (rather than up to 70 hours as provided in the “Summary of Benefits - Executive Management” and resolutions referenced therein); iv) provide Employee a one-time addition of 30 hours to her Management Leave bank; and v) provide that the City will make $350 monthly contributions to Employee’s 457(b) deferred compensation plan, with the monthly City contribution increasing by $175 per month each full year to a maximum of $700 per month; WHEREAS, at the September 15, 2026 City Council closed session, the City Council unanimously approved the following changes to the Agreement, as such approval was duly reported out: i) increase the City’s contributions to a 401(a) account for Employee by 2% to a total of 9% of Employee’s base salary each pay period; and ii) provide for City to pay an additional $15,000 per year toward Employee's retirement health savings plan; and iii) extend the term for an additional year; and
WHEREAS, the parties wish to document the City Council’s September 15, 2026 approval of the above referenced amendments to the Agreement pursuant to the terms of this Third Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and Employee hereby agree as follows:

AGREEMENT
SECTION 1. The above recitals are incorporated by reference as if set forth in full herein.

SECTION 2. Section 3.2 entitled “Term” is hereby amended to read as follows (additions shown in bold italics, deletions shown in strikethrough):
“3.2 Term. This Agreement shall remain in effect from the Effective Date specified at Section 3.1 for a duration of five (5) years, until August 7, 2027 2028.

SECTION 3. Section 6.5 (renumbered from Section 6.4 per the First Amendment) entitled “401(a) and 457(b) Account Contribution” is hereby amended to read as follows (additions shown in bold italics, deletions shown in strikethrough):
“6.5 401(a) and 457(b) Account Contribution. The City shall make contributions to a 401(a) account for Employee in the amount of seven nine percent (7%) (9%) of base salary each pay period beginning in the first pay period following September 15, 2026. However, such contributions shall not exceed IRS annual contribution limits. Additionally, effective the first payroll period following October 21, 2025, the City shall make a $350 per month contribution to Employee’s 457(b) deferred compensation plan. In the first full pay period following each full year 36 01225.0004 2192176.1 9/8/2026 -3-
thereafter beginning October 21, 2025, the City’s monthly contribution to Employee’s 457(b) deferred compensation plan shall be increased by $175 per month, not to exceed a maximum monthly contribution of $700 per month.

Except as provided in this Section and the City’s mandatory CalPERS employer contribution, Employee shall not be eligible for any other retirement account contributions or deferred compensation contributions from the City.”
SECTION 4. Section 6.6 (renumbered from Section 6.5 per the First Amendment), entitled “Retirement Health Savings”, is hereby amended to read as follows (additions shown in bold italics, deletions shown in strikethrough):
“6.6 Retirement Health Savings. In the first pay period following August 8 September 15 of every year beginning in 2022 2026, or as soon as practical thereafter, the City shall, on behalf of Employee, make a deposit of $5,000 $20,000 into the City’s selected a retirement health savings plan selected by Employee.”
SECTION 5. Except as expressly amended by this Third Amendment, Second Amendment and First Amendment, the underlying terms, conditions, and compensation of Employee by City as and for her employment as city manager shall be as set forth in the Agreement.
[SIGNATURES ON FOLLOWING PAGE]
37 01225.0004 2192176.1 9/8/2026 -4-
IN WITNESS WHEREOF, the City has caused this Third Amendment to be signed and executed on its behalf by its Mayor, and duly attested by its officers thereunto duly authorized, and Employee has signed and executed this Third Amendment, both in duplicate.

CITY OF CHINO
______________________________
Eunice M. Ulloa, Mayor
ATTEST:
______________________________
Natalie Gonzaga, City Clerk
APPROVED AS TO FORM:
______________________________
Fred Galante, City Attorney

CITY MANAGER
______________________________
Dr. Linda Reich
Dated:_________________________
[END OF SIGNATURES]
38 MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: LINDA REICH, CITY MANAGER

SUBJECT
..titl e
Award a Professional Services Agreement to Communications & Media Management Consultants.
..end

RECOMMENDATION
Award a professional services agreement to Communications & Media Management Consultants for a three-year term for a total contract amount not to exceed $165,000, to provide citywide communications and media consulting services; and authorize the City Manager to execute all necessary documents on behalf of the City.
..body

FISCAL IMPACT
Sufficient funds have been included in the Fiscal Year2026-27 Adopted Budget. Sufficient funds will be budgeted in future proposed Fiscal Year Operating Budgets for remaining contract amount.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Financial Stability
 Responsible Long-Range Planning
Revenue: Expenditure: 1002020-43650
Transfer In: Transfer Out:
39 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: AWARD A PROFESSIONAL SERVICES AGREEMENT TO COMMUNICATIONS & MEDIA MANAGEMENT CONSULTANTS.

PAGE: 2

BACKGROUND
Communications & Media Management Consultants has a proven track record of delivering professional, high-quality media and communications services. The firm has partnered with the City for multiple years, consistently providing exceptional service and tailored strategic support.

ISSUES/ANALYSIS
Communications & Media Management Consultants plays a vital role in supporting the City’s daily public outreach, media relations, and strategic communications. Throughout their multiyear tenure with the City, the firm has consistently demonstrated professional excellence, high responsiveness, and a deep understanding of municipal operations and community engagement priorities.

To ensure long-term fiscal responsibility and predictable budget planning, staff actively negotiated a fixed rate structure for an extended term. By securing a multi-year agreement, the City proactively locks in favorable pricing at $55,000 per year, protecting against potential market inflation and annual cost increases. This proactive approach allows the City to plan future budgets responsibly while maintaining continuous, high-caliber communications services without operational interruption.

Therefore, staff recommends that the City Council retroactively approve a three-year contract effective July 1, 2026, with Communications & Media Management Consultants in the amount of $55,000 per year, for a total contract amount not to exceed $165,000, and authorize the City Manager, or designee, to execute all required documents.

Attachments – Exhibit A – Communications & Media Management Consultants Contract 40 Project Name/No.: ________________ Contract No.: ______________ Project Manager: ________________ Approved: ______________ 01225.0001/863604.2 (Long Form)

AGREEMENT FOR SERVICES

BETWEEN THE CITY OF CHINO AND

COMMUNICATIONS & MEDIA MANAGEMENT CONSULTANTS
THIS AGREEMENT FOR SERVICES (herein “Agreement”) is made and entered into this 1
st day of July, 2026 (“Effective Date”) by and between the City of Chino, a California municipal corporation (“City”) and Communications & Media Management Consultants, a communications and media consulting company (“Consultant”). City and Consultant may be referred to individually as “Party” or collectively as “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder 41 01225.0001/863604.2 2
and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code Section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, as they pertain to such work, including the following requirements:
(a) DIR Monitoring and Enforcement. The public work and/or maintenance work performed under this Agreement shall be subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”). Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined 42 01225.0001/863604.2 3
by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. By executing this Agreement, and in accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
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(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

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

1.6 Familiarity with Work.

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

1.7 Software and Computer Services.

If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it has inspected the City’s current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of the City. Consultant acknowledges that the City is relying on the representation by Consultant as a material consideration in entering into this Agreement.

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

1.9 Further Responsibilities of Parties.

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

1.10 Additional Services.

City shall have the right, subject to state law and the City’s Municipal Code, at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Project Manager to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation for extra work shall require the approval of City Council unless the City Council has previously authorized the City Manager to approve an increase in compensation and the amount of the increase does not exceed such authorization. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and 45 01225.0001/863604.2 6
incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Sixty-Five Thousand Dollars ($165,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. Consultant shall not invoice City for any duplicate services performed by more than one person.

All invoices shall be submitted by email to [email protected]. Each invoice is to include:
(a) Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
(b) Line items for all materials and equipment properly charged to the Services.
(c) Line items for all other approved reimbursable expenses claimed, with supporting documentation.
(d) Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. 46 01225.0001/863604.2 7
(e) If this Agreement requires prevailing wages, per Section 1.4 of the Agreement, all invoices shall include a copy of Consultant’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR.

Consultant shall also submit a list of the prevailing wage rates for all employees and subcontractors providing services under this Agreement, as applicable, with Consultant’s first invoice. If these rates change at any time during the term of the Agreement, Consultant shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.

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

2.5 Waiver.

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

2.6 Contingency of Funds.

Consultant acknowledges that funding or portions of funding for this Agreement may be contingent upon State budget approval; receipt of funds from, and/or obligation of funds by the State of California to City; or inclusion of sufficient funding for the services hereunder in the budget approved by Chino City Council for each fiscal year covered by this Agreement. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, City may immediately terminate or modify this Agreement without penalty.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this 47 01225.0001/863604.2 8
reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Project Manager but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

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

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, which shall be no later than June 30, 2029, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

This Agreement may be renewed by a written amendment for up to an additional Two (2) year(s) at the option of the City if the City is satisfied with the quality of services performed by Consultant under this Agreement.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

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

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the 48 01225.0001/863604.2 9
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

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

4.3 Project Manager.

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

4.4 Independent Consultant.

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

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow 51 01225.0001/863604.2 12
Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. 52 01225.0001/863604.2 13
(n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims 53 01225.0001/863604.2 14
arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

Consultant shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein 54 01225.0001/863604.2 15
or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

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

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

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice 55 01225.0001/863604.2 16
of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

7.2 Disputes; Default.

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

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of 56 01225.0001/863604.2 17
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

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

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of Zero ($0) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages.

7.8 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be 57 01225.0001/863604.2 18
such shorter time as may be determined by the Project Manager. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Project Manager. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Project Manager thereafter in accordance with the Schedule of Compensation or such as may be approved by the Project Manager, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Consultant.

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

7.10 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.
58 01225.0001/863604.2 19
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Project Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Project Manager (with her/his name and City title), City of Chino, 13220 Central Avenue, Chino, California 91710 and in the case of the Consultant, to the 59 01225.0001/863604.2 20
person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant 60 01225.0001/863604.2 21
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
61 01225.0001/863604.2 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CHINO, a municipal corporation
ATTEST:

Natalie Gonzaga, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
_____________________________
Fred Galante, City Attorney
Linda Reich, City Manager
CONSULTANT:

COMMUNICATION & MEDIA

MANAGEMENT CONSULATS
By:

Name: Thomas R. Lorenz
Title: Partner
By:

Name: Christina Lorenz
Title: CFO
Address:27943 Seco Canyon Road #113,
Santa Clarita, CA 91350
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 62 01225.0001/863604.2 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the Services described in Consultant’s Proposal, attached hereto as Exhibit A-1.

II. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
63 Communications is at the Center of Human Connection
27943 Seco Canyon Road #113, Santa Clarita, CA 91350
818-535-1958
July 1, 2026
City of Chino Communications & Media Management Plan – Revenue Options CMMC will provide consulting services to help staff plan, develop, and implement internal and external city communication strategies and public relations activities for the City of Chino. It will also assist in creating and executing outreach materials and services to educate, inform, and engage residents.

Principal Accountabilities for Outreach / Education
• Marketing, communications, mitigation, and public relations • Crisis Communications Preparedness & Planning
• Responsible for creating, implementing, and measuring the success of:
o Assist the city staff with a comprehensive marketing, communications, and public relations program that will enhance the City’s image and position within the marketplace and the general public and facilitate internal and external communications.
o Assist city staff in marketing, communications, and public relations activities in the form of electronic and print media platforms and quarterly newsletters.

Core Services for Revenue Options / Education
• Preparedness Assessment & Coordination with City Staff • Strategic Planning
o Protocols
o Role & Responsibilities
o Communication Channels
o Messaging Strategies
• Assist in Core Messaging development
• Assist in graphic design in support of digital and print communications o City landing page
o Social media outreach and mitigation
Consult & Provide Services for Revenue Options / Education • Strategic Planning: Consult and engage key internal stakeholder groups within the City, including employee associations, commissions, department heads, and City Council
• Strategic Engagement: Consult on informing and engaging influential external groups, including elected leaders, business leaders, neighborhood leaders, community leaders, and taxpayer groups
• Implementation Strategies: Consult on and develop implementation and /or mitigation strategies
• Develop informational messaging appropriate for the city’s website, social media, newsletters, and other online platforms
EXHIBIT A-1
64 Communications is at the Center of Human Connection
27943 Seco Canyon Road #113, Santa Clarita, CA 91350
818-535-1958
o Departmental publications
o Internal communications
1 - City of Chino Communications and Media Management Plan thru 2029 2 - Educational Outreach on Revenue Options through November 2027 Pricing
Start Date: 08/01/26
End Date: 06/30/29
Cost:
• Retainer: Annual for 3 years
• Invoice: Monthly
• Yearly: $55,000
• Not to Exceed: $165,000
• Printing and Mail not included
Principal Contact
Tom Lorenz
[email protected]
818-535-1958
65 01225.0001/863604.2 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
N/A
66 01225.0001/863604.2 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall be compensated for the services provided under this Agreement in accordance with the budget and rates provided in Exhibit “C-1”.

II. Within the budgeted amounts for each Task, and with the approval of the Project Manager, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.10.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, as described in Section 2.4.

IV. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
67 City of Chino Communications and Community Outreach | Proposed Rate Sheet | Draft for Discussion

COMMUNICATIONS & MEDIA

MANAGEMENT CONSULTANTS
A Public Engagement Company

CITY OF CHINO

COMMUNICATIONS AND COMMUNITY OUTREACH

PROPOSED RATE SHEET
Contract Term July 1, 2026 through June 30, 2027
Compensation Model Monthly retainer with City-authorized hourly services beyond the retainer
Annual Retainer $55,000
Base Contract Amount Not to exceed $165,000 for the 36-month term

1. MONTHLY RETAINER
The annual retainer reserves blended professional capacity each month and provides the City with predictable access to CMMC's strategic, writing, outreach, media, graphic design, and project coordination resources. Work will be prioritized in consultation with the City Manager's Office and assigned across the following scope areas:
• Strategic communications counsel; coordination with City staff, departments, commissions, and City Council. • Research, analytics, core messaging, issue mitigation, media relations, and media response support. • Community outreach planning and stakeholder engagement strategies for internal and external audiences. • Website, landing-page, social media, e-newsletter, City newsletter, departmental, and internal communications content. • Fact sheets, talking points, press materials, informational mailings, collateral materials, and presentation content. • Graphic design for routine digital and print communications, including social media and public-information materials. • Government-access-channel coordination and liaison support with City staff and local video service providers. • Routine meetings, project work plans, timelines, checklists, status coordination, and performance review.

2. CITY-AUTHORIZED ADDITIONAL SERVICES / BEYOND SCOPE
Work that exceeds the monthly retainer capacity, requires substantial project expansion, or falls outside the adopted scope will proceed only with prior City authorization and will be billed at the following rates:

SERVICE CLASSIFICATION RATE TYPICAL APPLICATION
Principal / Executive Strategic Counsel $150/hour Executive counsel, crisis strategy, City Council and leadership support
Senior Communications / Public
Information Consultant $125/hour Media relations, issue management, outreach strategy, senior writing Communications and Community
Engagement Specialist $50/hour Stakeholder outreach, content, meetings, research, implementation Writer / Research and Content
Development $50/hour Press releases, fact sheets, talking points, newsletters, web and mail copy Graphic Design / Digital Media Specialist $50/hour Routine print, digital, social media, presentation, and collateral design
Project Coordination / Administrative
Support $100/hour Scheduling, production coordination, tracking, document control, logistics EXHIBIT C-1
68 City of Chino Communications and Community Outreach | Proposed Rate Sheet | Draft for Discussion

3. REIMBURSABLE AND THIRD-PARTY COSTS
• Printing, postage, mailing-house services, paid media, advertising placement, translation, interpretation, photography, video production, specialty web development, and other third-party vendor costs are not included in the professional fees. • Third-party costs will be incurred only with prior City authorization and billed at actual cost. CMMC coordination time will be charged within the retainer or at the applicable hourly rate. • Routine travel to scheduled meetings in Chino is included in the monthly retainer. Preapproved parking, tolls, shipping, and unusual travel expenses will be reimbursed at actual cost.

4. BILLING AND AUTHORIZATION TERMS
• CMMC will invoice the City monthly. Payment is due within 30 days of receipt of an accurate invoice. • The base agreement is not to exceed $165,000 over the 3 year term, excluding City-authorized reimbursable expenses and additional services.
• No additional hourly work or material third-party expense will be incurred without authorization from the City's designated contract representative.
• Rates remain effective through June 30, 2027, unless modified by written agreement of the parties.

PRINCIPAL CONTACT
Tom Lorenz
Communications & Media Management Consultants
[email protected]
818-535-1958
69 01225.0001/863604.2 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services and deliver all work products timely in accordance with the schedule attached hereto as Exhibit “A-1”.

II. The Project Manager may approve extensions for performance of the services in accordance with Section 3.2.
70 MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES, PARKS & RECREATION DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, DIRECTOR OF COMMUNITY SERVICES, PARKS &

RECREATION

SUBJECT
..titl e
Chino on Ice Winter Wonderland Experience.
..end

RECOMMENDATION
1) Approve a contract to The Holidays on Ice, Inc. in the amount of $75,000 towards the construction, operation, and maintenance of a portable outdoor ice-skating rink and associated equipment, such as lighting and audio-visual effects, 2) appropriate $75,000 from the General Fund, and 4) authorize the City Manager to execute all necessary documents on behalf of the City.
..body

FISCAL IMPACT
Requires an appropriation in the amount of $75,000 from the available General Fund Budget surplus. The General Fund will advance a 50% ($37,500) deposit of the $75,000 contract amount to initiate the agreement: however, staff anticipates full reimbursement to the General Fund through sponsorship contributions, resulting in no net fiscal impact to the General Fund.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service
 Innovation
 Commitment to Our Community
Revenue: Expenditure: 1008140-43650-N8078
Transfer In: Transfer Out:
71 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: CHINO ON ICE WINTER WONDERLAND EXPERIENCE.

PAGE: 2

BACKGROUND
The holiday season in Chino provides some of the most popular community centered programming for residents of all ages from a Tree Lighting Ceremony to the Chino Youth Christmas Parade and Fair. Every year, Community Services, Parks & Recreation Department (CSPR) staff work diligently to provide fresh new programs, themes, and experiences for residents and visitors to enjoy. In the spirit of providing new holiday traditions and innovative programming, CSPR proposes the addition of a new component to the winter festivities: The Chino on Ice Winter Wonderland Experience. It will feature a glowing ice skating rink underthe-stars theme surrounded by holiday lights, festive décor, and classic holiday music.

ISSUES/ANALYSIS
On May 7, 2026, the City solicited a Request for Proposals (RFP) on PlanetBids for the Ice Rink Rental. On June 4, 2026, the City received three (3) proposals, which were evaluated and ranked by staff using the following criteria:
 Experience/qualifications
 Past performance/references
 Plan methodology/project approach
 Quality of responsiveness of proposal
 Cost evaluation
The final ranking is shown below:

Company Name

1. Ice Rentals, LLC

2. The Holidays on Ice, Inc.

3. Premier Rink Solutions, LLC
Following an update to the scope of services, the City requested updated fee proposals from all three proposers for consideration in the final evaluation. Based on the proposals, updated fee information, and overall alignment with the City’s needs and requirements, staff recommends City Council award a professional services agreement for $75,000 to The Holidays on Ice, Inc.

The proposal included relevant references, an overview of the proposed ice rink, equipment specifications and images, and proposed rink operations.

The Holidays on Ice, Inc. will be fully responsible for the construction, production, management, and operation of the temporary ice-skating rink. This responsibility includes all aspects of the rink’s installation and operation, day-to-day management, sales, operating personnel, equipment, supplies, and other operational items necessary to provide and maintain the iceskating experience throughout the event period.

The ice-skating rink will be located in the former County parking lot immediately south of the City Hall front lawn. The rink will be unveiled as part of the City's annual Tree Lighting Ceremony and will remain open for approximately four weeks, from December 6, 2026, through January 3, 2027.

The experience will feature a 100-foot by 40-foot real ice-skating rink, with a capacity of up to 120 skaters per hour, per session.
72 CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: CHINO ON ICE WINTER WONDERLAND EXPERIENCE.

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Hours of Operation:

Weeks 1 & 2: Monday-Thursday, 3:00-9:00 p.m.; Friday-Saturday, 2:00-10:00 p.m.; and Sunday, 10:00 a.m.-9:00 p.m.

Weeks 3 & 4: Monday-Saturday, 10:00 a.m.-10:00 p.m.; Sunday, 10:00 a.m.-8:30 p.m., with special hours on Christmas Eve and New Year’s Eve, 10:00 a.m.-5:30 p.m.; Christmas Day, 10:00 a.m.-5:30 p.m.; and New Year’s Day, 10:00 a.m.-8:30 p.m.

The hours of operation are subject to change and may vary in response to weather conditions.

The Contractor shall adjust operating times as necessary to ensure the safety of participants, staff, and equipment, and shall provide timely notice to the City of Chino.

Cost of Admission:

Chino Residents: $20
Non-Residents: $30
Skate Aid: $10
Private Party: $1,600
Youth Group: $15 per participant, group size must be more than 10 participants.

Admission will include skate hour plus skate rental.

Staff anticipates high usage from local residents and a sizeable draw from non-residents in surrounding cities, as a real ice-skating rink is not offered as a holiday feature in this area.

Attachment: The Holidays on Ice, Inc. - Agreement
73 Project Name/No.: Contract No.:

Project Manager: Approved:

AGREEMENT FOR SERVICES

BETWEEN THE CITY OF CHINO AND
THE HOLIDAYS ON ICE, INC.

THIS AGREEMENT FOR SERVICES (herein “Agreement”) is made and entered into this 6th day of October, 2026 (“Effective Date”) by and between the City of Chino, a California municipal corporation (“City”) and The Holidays on Ice, Inc., a sole proprietor (“Consultant”).

City and Consultant may be referred to individually as “Party” or collectively as “Parties.”

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For 01225.0001/3636042 (Long Form)
74 purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public wor ” or “maintenance wor ,” as those terms are defined in California Labor Code Section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq, and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 er seq. and 1810 et seq, and all other applicable laws, as they pertain to such work, including the following requirements:
(a) DIR Monitoring and Enforcement. The public work and/or maintenance work performed under this Agreement shall be subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”). Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pav Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 conceming the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 01225.000 1/8636042 2
75 (d) Payroll Records. Consultant shall comply With and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location ofthe records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the joumeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 conceming penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1 1/2) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. By executing this Agreement, and in accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the Califomia Labor Code, and shall make such compliance a requirement in any contract 01225.0001/863604.2
76 with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including Without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits1 Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

1.6 Familiarity with Work.

1.7 Software and Computer Services.

1.8 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be 01225.0001/8636042 4
77 responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.9 Further Responsibilities of Parties.

1.10 AdditionalServices.

1.11 SpeeialRequirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventy-Five Thousand Dollars and Zero Cents ($75,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10. 01225.0001/8636042
78 2.2 Method 0f Compensation.

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

2.3 Reimbursable Expenses.

2.4 Invoices.

All invoices shall be submitted by email to [email protected]. Each invoice is to (a) Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
(b) Line items for all materials and equipment properly charged t0 the Services.
(c) Line items for all other approved reimbursable expenses claimed, with supporting documentation.
(d) Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. (e) If this Agreement requires prevailing wages, per Section 1.4 of the Agreement, all invoices shall include a copy of Consultant’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR.

Consultant shall also submit a list of the prevailing wage rates for all 01225.0001/8636042 6
79 employees and subcontractors providing services under this Agreement, as applicable, with Consultant’s first invoice. If these rates change at any time during the term of the Agreement, Consultant shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.

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

2.5 Waiver.

Payment to Consultant for work performed pursuant t0 this Agreement shall not be deemed to waive any defects in work performed by Consultant.

2.6 Contingency of Funds.

Consultant acknowledges that funding or portions of funding for this Agreement may be contingent upon State budget approval; receipt of funds from, and/0r obligation of funds by the State of Califomia to City; or inclusion of sufficient funding for the services hereunder in the budget approved by Chino City Council for each fiscal year covered by this Agreement. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, City may immediately terminate or modify this Agreement without penalty.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time ofEssence.

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

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Project Manager but not exceeding one hundred eighty (l 80) days cumulatively.
01225.0001/8636042 7
80 3.3 Force Maieure.

The time peri0d(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Proj ect Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, which shall be no later than June 30, 2027, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

This Agreement may be renewed by a written amendment for up to an additional two (2) year(s) at the option of the City if the City is satisfied with the quality of services performed by Consultant under this Agreement.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel 0f Consultant.

Richard Yakkev President/Owner
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the 01225.000 1/8636042
81 foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement.

4.2 Status of Consultant.

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

4.3 Proiect Manager.

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

4.4 Independent Consultant.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non— owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. 01225.0001/8636042 10
83 (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $ 1 ,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on tile with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance 0r self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A— (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
01225.0001/8636042 1 1
84 (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non—estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(i) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements 0 1225.0001/8636042 12
85 of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the proj ect will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self—insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
01225000 1/8636042 l 3
86 (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding flled or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attomeys’ fees.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

Consultant shall periodically prepare and submit to the Project Manager such reports conceming the performance of the services required by this Agreement as the Project Manager shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant 01225.0001/8636042 14
87 agrees that if Consultant becomes aware 0f any facts, circumstances, techniques, 0r events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Proj ect Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership 0f Documents.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attomey, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information conceming the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attomey’s fees, caused by or incurred as a result of Consultant’s conduct. 012250001/8636042 1 5
88 (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms 0f this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the altemative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear 01225.0001/8636042 l 6
89 to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

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

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

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

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of Two Thousand Five Hundred Dollars and Zero Cents ($2,500.00) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages.
01225.0001/8636042 1 7
90 7.8 Termination Prior t0 Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with 0r without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Project Manager. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Proj ect Manager. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Project Manager thereafter in accordance with the Schedule of Compensation or such as may be approved by the Project Manager, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non—terminating party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Consultant.

7.10 Attornevs’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.
01225.0001/8636042 18
91 NO officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under 0r through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. §llOl et seq, as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attomeys’ fees, incurred by City.
01225.0001/8636042 l 9
92 ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Project Manager (with her/his name and City title), City of Chino, 13220 Central Avenue, Chino, California 91710 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

9.5 Severabilitv.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree 0f a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.
01225.0001/3636042 20
93 No official, officer, or employee of City has any flnancial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in Violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in Violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Govemment Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay 0r give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Consultant’s Authorized Initials

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not Violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
012250001/8636042 21
94 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first—above written.

ATTEST:

CITY:

CITY OF CHINO, a municipal corporation
Linda Reich, City Manager
Natalie Gonzaga, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
APPROVED AS TO CONTENT:

Fred Galante, City Attorney Silvia Avalos, Director of Community Services, Parks & Recreation
CONSULTANT:

THE HOLIDAYS ON ICE, INC.

By:

Name: Richard Yakkev
Title: President/CEO
By:

Name:

Title:

Address: 38005 Encanto Road
Murn'eta. CA 92563
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman 0f the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01225.0001/863604.2 22
95 EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the Services described in Consultant’s Proposal, attached hereto as Exhibit A-l.

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

A-l
96 EXHIBIT “A-l”
The Holiday on Ice Proposal
Installation Window: November 2026 (November 23—Decem ber 4, 2026) Open to the Public: December 5, 2026 —January3, 2027
RemovalWindow: January 4—1 6, 2027
Rental Equipment and Professional Services to be provided bySupplier:
>. Modular Rink Piping Grid System (1 00ft x 40ft) Approximately 200-Ton Air—Cooled Refrigeration System/Pumps/Hoses/Expansion Tank Glycol Coolant Charge; Storage Containers; Transfer Pump Insulation and Vapor Barriers as required
Modular Dasherboard and Railing System
Zamboni Ice Resurfacer and ice maintenance tools
New Hockey style rental ice skates (SOC-pr), Sharpened, Ready-to—Skate 5 Skate Aides
Rubber Floor Covering for Skate Change Area (1 200 sqft.) All Professional Supervision and General Laborfor Set-Up a nd Strike Travel Expenses/Per Diem for ice techs
All Tools, Equipment, and Supplies forSet—Up/Strike
. Refrigeration Technician On—Call 24-Hours during Entire Term All Transportation and Freight from/to Factory/Storage
ooIinrnow
Portable Restrooms
Lights &Sound
. Security
Ticket Booth
TOOWTUZKF‘TK
City Responsibilities:

A. The City to provide all electric power and water source. The City will complete all special events permits.

B. The City will pay $75,000 payable in 2 installments. First payment of $37,500 will be rendered 2 weeks after full execution of contract. Second payment of $37,500 will be issued on December 5, 2026.
01225.0001/8636042 A-2
97 SCOPE OF SERVICES
City of Chino’s expectations are the following:

A. General Requirements for Outdoor Ice Rink:

The ice-skating rinkshall be a turnkey installation/removalwith turnkey management and operation of an outdoor ice—skating rink, as a holiday season special event for the City of Chino. Skating rink shall be Open to the general public for recreational ice skating from December 5, 2026, through January3, 2027. Operation of public skate sessions. Hours of operation va ry Mondays—Thursdays3—9 p.m. the first two weeks of contract and 1O a.m.—9 p.m. the last two weeks. Fridays and Saturdays 10 a.m.-1O p.m., Sundays 1O a.m.—9 p.m.

B. Ice Skating Rink Specifications:

Outdoor ice rink shall be located at 1 3220 CentralAvenue, Chino, CA 91 71 O, parking lot at the corner of Chino and Central Avenue. The rink shallbe approximately 66’X 36’ with the capacity of approximately 80 skaters.

C. Contractor shall provide the following:
i. Portable Ice Rink66’x36’ (minimum size) with freezerplate system ii. Chiller: Air—cooled refrigeration system/pumps/hoses/expansion tank iii. Generator to power above refrigeration
IV. Fuel for generator
V. Insulation and vapor barriers (including insulation to levelthe site) VI. Modular railing system (clear Plexiglas facing towards rink with room to display signage upon approvalfrom City of Chino)
VII. Ice rink maintenance equipment — mini—Zamboni electric re-surfacer used dailyor as needed
VIII. All tools, equipment and supplies for set—up, strike and maintenance. All professionalsupervision and general laborforset-up, site build-out, and strike.

Refrigeration Technician on—call24 hours during entire term General set—up and finish—out metal—frame covering over rinkwall header. Clear Plexiglas sides with smooth inside finish of rink perimeter.

XI. Sound: Outdoorspeakers, playback system, amps, mics, including set— up.

XII. Holiday Lighting: LED color programmable lights, control, LED rope lights.

XIII. Rink Managerduring entire term; trained and experienced in liability protection.

XIV. Skate trailer or modular unit forticket sales, storing and distribution of skates and office. Will handle all in—person and onlineticket sales.

XV. Skate Lacing area with sharpened, ready—to-s kate, skates. Sharpening services on site as needed during run of event. Skate changing area with benches and rubber floorcovering.
98 I. ice RinkSkating Equipment:
a. Skates
b. Helmets
c. Bobbys (skateaid)
c. Skate rack
d. Skate rack shelves
XVI. Turnkey Management and Day-to—DayOperations:
e. Contractor shall provide professional, on-site management (experienced in customer service, liability-prevention, and public safety); staffing to include cashier(s), ticket sales, skate rental attendant(s), safety monitor(s) and maintenance personnel to be on-siteduring entireterm ofthe event, includingbut notlimitedto:

Employee uniforms
Cash register equipment with ability to accept credit
cards
Coordination of group sales and special events
Cost of admission not to exceed $20 Chino resident rate and $30 non—resident rate. Admission will include skate hour plus skate rental. Bobby rental (skate aid) not to exceed $10.

Private Party rate not to exceed $1 ,600.

Youth Group rate not to exceed $1 5 per pa rticipant,
group size must be more than 1O participants.

D. The City would prefer a Contractor with a minimum of five (5) years of performing service. Please include a list of references that can attest ability to install, remove, manage, and operate an outdoorice—skating rink. Please also include any pictures or video links of the operational outdoor ice—skating rinkthatspecificallyshow:

I. Perimeter fencing, ifapplicable
II. Ramps covering cords, pipes, etc.

Ill. Skaterentalbuilding
IV. Ticket sales building
V.

VI .

V. Signage
A-4
99 EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

NO SPECIAL REQUIREMENTS
01225.0001/8636042 B—l
100
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall be compensated for the services provided under this Agreement in accordance with the budget and rates provided in Exhibit “C-l".

II. The City will compensate Consultant for the Services performed upon submission of a valid invoice, as described in Section 2.4.

III. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
012250001/8636042 C-l
101
EXHIBIT “C-l”
Consultant shall receive compensation not-to-exceed $75,000.00 upon completion of work specifled in Exhibit “A-l.”
The City reserves the right to cancel, relocate, shorten, or terminate any event due to circumstances beyond its reasonable control, including but not limited to severe weather, natural disasters, governmental orders, emergencies, utility failures, labor disputes, terrorism, or any condition affecting public safety. Such action shall not constitute a breach of by the City of this Agreement and shall require Consultant to refund the deposit paid by City pursuant to Exhibit A-l. In case of cancellation by City due to inclement weather after Consultant has performed any work to set up the ice skating facility, the parties shall meet and calculate the reasonable expenses incurred by Consultant in good faith. Consultant shall refund to City the entire deposit minus the Consultant’s documented expenses approved by the parties in such meeting. Should the parties be unable to agree on the expenses incurred by Consultant, the Director of Community Services, Parks & Recreation shall review the matter and her decision on the expenses shall be final.
01225000 1/8636042 C—2
102
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services and deliver all work products timely in accordance with the schedule attached hereto as Exhibit “D-l".

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

III. The Project Manager may approve extensions for performance of the services in accordance with Section 3.2.
012250001/8636042 D-l

DAYS TO PERFORM DEADLINE DATE
A. Task A November 23-December 4, December 4, 2026
2026
B. Task B December 5-January 3, 2027 January 3, 2027
C. Task C January 4-16, 2027 January 16, 2027
103

MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: SWATI MESHRAM, PHD, AICP, DIRECTOR OF DEVELOPMENT SERVICES

SUBJECT
..titl e
Lewis Companies Development Agreement Annual Monitoring Report and Issuance of Certificate of Agreement Compliance.
..end

RECOMMENDATION
1) Certify that Chino Development Corporation, Chino Preserve Development Corporation, and Chino Holding Company, LLC are in compliance with the requirements of the Amended and Restated Development Agreement; 2) approve the issuance of a Certificate of Compliance; and 3) authorize the Director of Development Services to sign the Certificate of Compliance. ..body

FISCAL IMPACT
There is no fiscal impact.

Transfer In: Transfer Out:
104
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: LEWIS COMPANIES DEVELOPMENT AGREEMENT ANNUAL MONITORING REPORT AND ISSUANCE OF CERTIFICATE OF AGREEMENT COMPLIANCE.

PAGE: 2

BACKGROUND
On June 6, 2023, the City entered into an Amended and Restated Development Agreement (“Development Agreement”) with three entities of the Lewis Operating Company known as Chino Development Corporation, Chino Preserve Development Corporation, and Chino Holding Company, LLC (collectively, “Owners”). The Development Agreement was executed to help guide the orderly development of The Preserve, which was envisioned as a master planned residential and commercial community. Further, the Development Agreement set out the terms and conditions for development on Owners’ property and established the rights and obligations of Owners and the City during the course of development.

The Amended and Restated Development Agreement supersedes the prior development agreement between the parties, entered into in June 2004, and amended several times (collectively, “Original DA”). At the time of the Original DA approval, Owners owned or controlled 1,125 of the approximately 2,500 developable acres in The Preserve. Since the time of the Original DA, Owners have acquired additional property for future development and disposed of some parcels to other developers to complete the required development obligations under the Original DA. The current Development Agreement provides for Owners to construct residential units and other improvements in The Preserve and comply with several obligations to the City within certain timelines, some of which are relevant to the reporting period covered by this report, as further described below.

ISSUES/ANALYSIS
The Preserve Development Agreement requires an annual review of the terms and conditions outlined in the agreement, along with the production of an Annual Monitoring Report. Pursuant to Article 11 of the Development Agreement, the Owners are required to produce an annual monitoring report demonstrating the Owners’ compliance with the terms and conditions of the Development Agreement. Upon receipt of the monitoring report, City staff is to conduct an analysis of the report to determine its accuracy and then submit a report to the City Council indicating compliance or lack of compliance with the terms and conditions of the Development Agreement. The Owners have the right to request a formal Certificate of Compliance from the City Council.

On June 10, 2026, the Owners submitted the annual monitoring report to the City, and staff has completed its analysis of the information contained in the report. Based on the review of the annual monitoring report, staff has determined that the Owners are in compliance with all of the requirements of the Development Agreement for the period July 1, 2025 through June 30, 2026.

The following describes the requirements for the relevant reporting period and statements of Owners’ compliance with each requirement:
a. Per Section 3.17 “Meetings Between Owners and City’s Police Department” of the Development Agreement has been satisfied through the completion of five meetings between the Owners and the City’s Police department. b. Per Section 4.3 “Schedule of Development” of the Development Agreement, the Owners were required to average 100 units per year, calculated retroactively for the period between July 1, 2020, and June 30, 2026, for a total of 600 units.

During this period, approximately 246 units were constructed annually on average, exceeding the required development rate. This requirement has been satisfied.
105
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: LEWIS COMPANIES DEVELOPMENT AGREEMENT ANNUAL MONITORING REPORT AND ISSUANCE OF CERTIFICATE OF AGREEMENT COMPLIANCE.

PAGE: 3
c. Per Section 5.4 “RV Parking” of the Development Agreement, Owners were required to contract with a third party to provide for 50 recreational vehicle parking spaces. The Owners have met this requirement by contracting with the College Park Community to provide the required RV spaces. d. Per Section 6.4.4(f) “Community Facilities” of the Development Agreement, Owners were required to negotiate in good faith a construction, credit and reimbursement agreement prior to commencing the final design and construction of Reimbursement Agreement. The Owner has completed architectural plans and submitted plans to the Building Division for approval. They are currently completing the final building plan check approvals. Owner has submitted a Construction Credit and Reimbursement Agreement to the City for approval. e. Per Section 7.2 “Private Community Recreation Centers” of the Development Agreement, Owners were required to construct two Major Amenities. Owners completed the second Private Community Recreational Center named Club on Main located south of Pine Avenue on Main Street.

Owners have requested that the City provide them with a formal Certificate of Compliance relating to this annual review. A copy of the Annual Monitoring Report is attached as Exhibit “A”.

Attachments: Exhibit A: Annual Monitoring Report
Exhibit B: Certificate of Agreement Compliance
106
107
108
109
@BCL@A818C65D 1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CITY OF CHINO
PO BOX 667
CHINO, CA 91708-0667
ATTN: DEVELOPMENT SERVICES

DEPARTMENT
Fee Exempt – Government Code 6103 SPACE ABOVE THIS LINE FOR RECORDER’S USE

CERTIFICATE OF AGREEMENT COMPLIANCE DEVELOPMENT
AGREEMENT/ANNUAL MONITORING REPORT 2025-26
WHEREAS, the City of Chino (“City”) and Chino Holding Company, Chino Preserve Development Corporation, and Chino Development Corporation (individually, “Owner” and collectively, “Owners”) entered into an Amended and Restated Development Agreement (“Agreement”) on June 6, 2023 related to several parcels of real property (“Property”) as described in the Agreement; and
WHEREAS, the City Council of the City of Chino approved the Agreement by adoption of Ordinance No. 2023-011 on June 20, 2023; and
WHEREAS, the City Clerk of the City of Chino recorded a copy of the Agreement with the County Recorder of San Bernardino County on July 26, 2023 as Document No. 2023-0182285, pursuant to Government Code Section 65868.5, in accordance with Section 4 of such Ordinance; and WHEREAS, On June 10, 2026, per the terms of the Development Agreement, Owners submitted an Annual Monitoring Report to the City for the years 2025-26; and WHEREAS, the City Manager submitted a report to the City Council containing the City staff analysis of such annual monitoring report, setting forth the evidence concerning good faith compliance with the terms of the Development Agreement and recommending findings on that issue; and
WHEREAS, on October 6, 2026, the City Council reviewed the Annual Monitoring Report to ascertain the good faith compliance by Owners with the terms of the Development Agreement, and consistency of the Development during the term of the Development Agreement with respect to any schedule submitted by Owners for completion of all development of the Property within the term of the Development Agreement, together with the City staff’s analysis of the Annual Monitoring Report; and
WHEREAS, Owners has requested the City to issue a Certificate of Compliance in accordance with Section 11.6 of the Development Agreement.

NOW THEREFORE, the City Council of the City of Chino hereby finds, determines, and declares as follows:
110
@BCL@A818C65D 2
SECTION 1.

A. The Owners are in good faith compliance with the Development Agreement.

B. The City acknowledges that:
a. Per Section 3.17 “Meetings Between Owners and City’s Police Department” of the Development Agreement has been satisfied through the completion of required meetings between the Owners and the City’s Police department. b. Per Section 4.3 “Schedule of Development” of the Development Agreement.

Owners were required to average 100 units per year retroactively between July 2025, and June 30, 2026, for a total of 600 units. This was completed. c. Per Section 5.4 “RV Parking” of the Development Agreement, Owners were required to contract with a third party to provide for 50 recreational vehicle parking spaces at the College Park Community. Owners have contracted with a third party for such 50 RV spaces in accordance with this requirement. d. Per Section 6.4.4(f) “Community Facilities” of the Development Agreement, Owners were required to negotiate in good faith a construction, credit and reimbursement agreement prior to commencing the final design and construction of Reimbursement Agreement. Owner completed architectural plans and submitted them to the Chino Building Department for approval. They are completing the final building plan check approvals. Owner has submitted a Construction Credit and Reimbursement Agreement to the City for approval. e. Per Section 7.2 “Private Community Recreation Centers” of the Development Agreement, Owners were required to construct two Major Amenities. Owners completed the second Private Community Recreational Center named Club on Main located south of Pine Avenue on Main Street.

C. For the period of July 1, 2025 through June 30, 2026, and based on the information known or made known to the City Council of the City of Chino after the most recent Review, the Development Agreement remains in effect; and no Owner is in default.

SECTION 2.

A. Any Owner may record this Certificate with the County Recorder.

B. Whether or not this Certificate is relied upon by an Owner or an assignee of transferee of an Owner, the City shall not be bound by such a Certificate if a default existed at the time of the Annual Review, but was concealed from or otherwise not known to the City Council of the City of Chino.

CITY OF CHINO
By:

Swati Meshram, PhD, AICP
Director of Development Services
ATTEST:

By:

Natalie Gonzaga, City Clerk
111

MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS, CITY OF CHINO
FROM: SWATI MESHRAM, PHD, AICP, DIRECTOR OF DEVELOPMENT SERVICES

SUBJECT
..titl e
Falloncrest Development Agreement Annual Monitoring Report and Issuance of Certificate of Agreement Compliance.
..end

RECOMMENDATION
1) Certify that Falloncrest is in compliance with the requirements of the Development Agreement; 2) approve the issuance of a Certificate of Compliance; and 3) authorize the Director of Development Services to sign the Certificate of Compliance. ..body

FISCAL IMPACT
There is no fiscal impact.

Transfer In: Transfer Out:
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CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: FALLONCREST DEVELOPMENT AGREEMENT ANNUAL MONITORING REPORT AND ISSUANCE OF CERTIFICATE OF AGREEMENT COMPLIANCE.

PAGE: 2

BACKGROUND
On July 6, 2021, Loyola Properties and the Pietersma Family Trust, referred to as Falloncrest (“Owners”) entered into a Development Agreement with the City. The Development Agreement was executed to vest certain land use entitlements so that the Owners could successfully improve and develop the property generally located on the north side of Pine Avenue, between East and West Preserve Loop Roads. In total, the property encompasses approximately 100 acres.

To date, two of the three phases of the Falloncrest at The Preserve Master Plan are built or under construction. The final phase is located in the center of the site and is currently being marketed to residential and commercial builders by the Owners. The Owners have also submitted proposed amendments to the General Plan and The Preserve Specific Plan to facilitate development of the final phase, which are scheduled to be considered by the City Council at a future meeting. The proposed amendments would reduce the allowable residential density within Phase 3 by changing the existing CC30 (Community Core, 30 dwelling units per acre) land use designation to CC16 (Community Core, 16 dwelling units per acre). The proposed change would not increase or decrease the maximum number of residential units permitted within Phase 3. The reduction in density would require a greater amount of land to accommodate the residential development to maintain the overall number of units planned within Phase 3. As a result, the amount of land available for commercial development within Phase 3 would be reduced. At full buildout, the Falloncrest development is entitled to construct up to 1,139 residential units and, under the originally approved Master Plan (PL20-0011), up to 155,194 square feet of commercial uses.

ISSUES/ANALYSIS
The Falloncrest Development Agreement has now been in place for over five years. Pursuant to Article 12 of the Development Agreement, an annual review of terms and conditions, along with the production of an Annual Monitoring Report by the Owner is required. Upon receipt of the monitoring report, City staff is to conduct an analysis of the report to determine its accuracy and then submit a report to the City Council indicating compliance or lack of compliance with the terms and conditions of the Development Agreement. The Owners have the right to request a formal Certificate of Compliance from the City Council.

In June 2026, the Owners submitted the annual monitoring report to the City (Exhibit “A”) and requested a Certificate of Agreement Compliance to affirm that they are still in compliance with all applicable Development Agreement obligations. Based on the review of the annual monitoring report, staff has determined that the owners are in compliance with all of the requirements of the Development Agreement for the period from August 5, 2025, to August 5, 2026. The Development Agreement obligations are listed in Exhibit “A” with the current status.

Attachments: Exhibit A: Annual Monitoring Report
Exhibit B: Certificate of Agreement Compliance
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FALLONCREST DEVELOPMENT AGREEMENT

ANNUAL MONITORING REPORT
JUNE 2026
In accordance with section 12.1 of the “Development Agreement by and between City of Chino and Loyola Properties 1, L.P. a California Limited Partnership and Ronald C. Pietersma and Kristine B. Pietersma, Trustees of the Pietersma Family Trust, dated February 15, 1992” known as the “Falloncrest DA”, this document shall meet the compliance requirement and Owner requests a Certificate of Agreement Compliance in accordance with Section 12.4.

General Information:
 Recording Number: 2021-0440320
 Effective Date: August 5, 2021 (30 days after 2nd reading at City Council (July 6, 2021)  Term: 20th Anniversary of the effective Date = August 5, 2041 Current Status of Site & remaining Entitlements:
 Currently, Owner has sold and closed several tracts to homebuilders TriPointe Homes (TPH) – TTM 20312-1). In addition, Tract 20312-2 has been sold to TriPointe Homes (TPH), and Tract 20312-3 (Phase 3) is going to market soon.
 The remainder (TTM 20312-3) of the site is vacant and the dairy operations have ceased. We have had several meetings with City Staff (Planning and Economic Development) regarding the zoning and development within this tract, and have proposed to change the zoning from CC30 to CC16 in order to meet market demands . This involves an SPA and GPA, we are processing both, while preparing updated site plans to initiate the sale and development of this remaining phase.
 Copies of the Development Agreement were provided to homebuilders and any related rights/obligations have been assigned.
o TPH also has an approved Tentative “B” Map (TTM 20312-1) and have completed the majority of their tract improvements, with the remaining improvements pending the completion of sales in this tract.
o TTM 20312-2 has been sold to TPH and development/infrastructure is completed.

Development Agreement Obligations:
 Section 2.4 – Development of all phases must occur within 12 years of the effective date (= 8/5/2033). Therefore, 7 more years still remain for this obligation to be met.  Section 2.6.1 – Phasing Plan – Sales of parcels to homebuilders is progressing according to the phasing plan with phase 3 being the last phase remaining  Section 2.7 – Water Supply – Phase 1 “Water DIF” will be paid by TPH on or prior to the first anniversary of the effective date. This payment was made by TPH on July 21, 2022, completing this obligation.
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 Section 2.8 – Public & Private Parks – TPH has completed both the 0.4-acre park within their approved B Map for phase 1 and approximately 7 acres of the 10.7-acre park in accordance with the Park phasing plan. The balance, 3.7 acres of the 10.7-acre park shall be constructed with phase 3 (TTM 20312-3) as required by the DA. The 2nd 0.4-acre park within TTM 20312-2 will be constructed by the current owner, TPH.
 Section 2.9 – SCE Easement Improvements – TPH has completed constructing the portion of the SCE easement within their tract (TTM 20312-1). Remaining sections will be constructed by phase per the phasing plan. A portion of the SCE easement lies within TTM 20312-2, and has being approved as part of the of TPH’s TTM/Site Plan/MSA approval process.  Section 2.10 – Affordable Housing – all builders should be paying affordable housing fees per section 2.10.3, while Owner plans and designs a potential location for the 82 affordable housing units within Phase 3 (TTM 20312-3).
 Section 2.11 – Pine Improvements – Owner entered into a Pine Ave DIF Pre-Payment agreement and has paid to the City the approx. $1.8M owed and the $30k maintenance obligation in full.

Owner has coordinated with staff to assign portions of the DIF credits for the approximately $1.8M DIF pre-payment to Homebuilders.
 Section 2.12 & 2.13 – Maintenance HOA’s – Each homebuilder will form their own HOA and enter the PMMC.
 Section 2.14 – CFD – Each homebuilder will form their own CFD and in some cases, may cooperate with each other.
 Section 3.4 – Right of Way and Improvements – Per the development agreement phasing plan, right of way will be dedicated and improvements will be constructed by each individual homebuilder.
o Section 3.4.3 – Traffic Fair Share Payment – All Traffic Fair Share payments (City of Chino and other Cities identified in the Traffic Study) have been made to the City of Chino.  Section 12.4 – Certificate of Agreement Compliance – Owner hereby requests from City a Certificate of Agreement Compliance, based on this document. 115
Certificate of Compliance 2025 1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CITY OF CHINO
PO BOX 667
CHINO, CA 91708-0667
ATTN: DEVELOPMENT SERVICES

DEPARTMENT
Fee Exempt – Government Code 6103 SPACE ABOVE THIS LINE FOR RECORDER’S USE

CERTIFICATE OF AGREEMENT COMPLIANCE

FALLONCREST DEVELOPMENT AGREEMENT/ANNUAL MONITORING REPORT 2025-2026
WHEREAS, the City of Chino (“City”) and Loyola Properties 1, L.P. a California Limited Partnership and Ronald C. Pietersma and Kristine B. Pietersma, Trustees of the Pietersma Family Trust (collectively, “Owner” of the property) entered into the FALLONCREST DEVELOPMENT AGREEMENT (the “Agreement”) on July 6, 2021, effective on August 5, 2021; as Contract No. 2022-141; and
WHEREAS, the City Council of the City of Chino approved the Agreement by adoption of Ordinance No. 2021-009 on July 6, 2021;
WHEREAS, the City Clerk of the City of Chino recorded a copy of the Agreement with the County Recorder of San Bernardino County as Document No. 2021-0440320, pursuant to Government Code Section 65868.5; and
WHEREAS, the Owner submitted a request in June 2026 for a Certificate of Agreement Compliance related to the Annual Monitoring Report for the years 2025-2026 pursuant to Article 12.4 of the Agreement; and
WHEREAS, at the October 6, 2026 City Council meeting, the City Manager submitted a report to the City Council containing City staff’s analysis of such annual monitoring report, setting forth the evidence of good faith compliance with the terms of the Agreement; and WHEREAS, at the October 6, 2026 City Council meeting, the City Council reviewed the annual monitoring report and authorized staff to execute a Certificate of Agreement Compliance for the Falloncrest Development Agreement covering the years 2025-2026. 116
Certificate of Compliance 2025 2
NOW THEREFORE, the City Council of the City of Chino hereby finds, determines, and declares as follows:

SECTION 1.

A. The Owners are in good faith compliance with the Agreement; and B. The Owners have sold and closed on tracts to homebuilder TriPointe Homes (TPH) – TTM 20312-1 and -2) and copies of the Agreement were provided to TPH, and any related rights and obligations have been assigned. The remainder of the site (TTM 20312-3) is vacant and the dairy operations have ceased. The Owners are preparing site plans to initiate the sale and Phase 3 is going to market soon. a. Phase 1 – TPH has an approved Tentative “B” Map (TTM 20312-1) and has completed the tract improvements, with the remaining improvements pending the completion of sales in this tract. The tract is close to being sold out. b. Phase 2 – TPH has an approved “B” Map (TTM 20312-2) and development/infrastructure has started in Phase 2. Model Homes are open, and sales are ongoing.

C. The Owners have met with Planning and Economic Development staff regarding zoning and development of Phase 3 and the Owners have obtained a Planning Commission recommendation for approval to change the zoning and underlying general plan designation from CC30 to CC16. The proposed land use change is scheduled for the October 6, 2026 City Council meeting.

D. Section 2.4 - The development of infrastructure for Phases 1 and 2 are complete. The Owner is preparing to submit the Phase 3 improvement plans for City approval shortly and the City acknowledges that seven more years remain for this obligation to be met.

E. Section 2.6.1 - The sales of parcels to homebuilders is progressing according to the phasing plan with Phase 3 being the last phase remaining.

F. Section 2.7 - Phase 1 of the Water District Improvement Financing was paid by TPH on July 21, 2022, prior to the first anniversary of the effective date completing this obligation.

G. Section 2.8 - TPH has included the 0.4-acre park within its approved map for Phase 1 and has completed approximately seven (7) acres of the 10.7-acre park in accordance with the Park phasing plan. The balance of the 10.7-acre park shall be constructed with Phase 3 as required by the Agreement. The second 0.4-acre park will be constructed with Phase 2 by the current owner TPH.

H. Section 2.9 - TPH has completed the SCE Easement improvements in Phase 1 and will be constructing the portion of the easement improvements in Phase 2.

I. Section 2.10 – All builders will be paying affordable housing fees per Section 2.10.3 of the Agreement, while the Owner plans and designs a potential location for the 82 affordable housing units within Phase 3.

J. Section 2.11 - Owner entered into a Pine Ave DIF Pre-Payment agreement and has paid to the City the approx. $1.8M owed and the $30k maintenance obligation in full. 117
Certificate of Compliance 2025 3
Owner has coordinated with staff to assign portions of the DIF credits for the approxate $1.8M DIF pre-payment to Homebuilders.

K. Section 2.12 and 2.13 – Each homebuilder will form its own homeowners’ association and enter into the Preserve Master Maintenance Agreement with the Preserve Master Maintenance Corporation (PMMC).

L. Section 2.14 – Each homebuilder will form its own community facilities district (CFD) or annex into an existing CFD.

M. Section 3.4 – Right of Way and Improvements - Per the Agreement phasing plan, required rights-of-way will be dedicated and improvements will be constructed by each individual homebuilder.

N. Based on the information known or made known to the City Council of the City of Chino after the most recent Annual Review, the Agreement remains in effect; and the Owner is not in default; and
O. The date of the next Annual Review is anticipated to be in October 2027.

SECTION 2.

A. Any Owner may record this Certificate with the County Recorder.

B. Whether or not this Certificate is relied upon by an Owner or an assignee of transferee of an Owner, the City shall not be bound by such a Certificate if a default existed at the time of the Annual Review but was concealed from or otherwise not known to the City Council of the City of Chino.

CITY OF CHINO
By:

Swati Meshram, PhD, AICP
Director of Development Services
ATTEST:

By:

Natalie Gonzaga, City Clerk
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MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT
CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TO: LINDA REICH, CITY MANAGER
FROM: SWATI MESHRAM, PHD, AICP, DIRECTOR OF DEVELOPMENT SERVICES

SUBJECT
..titl e
Adoption of Ordinance No. 2026-013.
..end

RECOMMENDATION
Approve the adoption of Ordinance No. 2026-013 (Second Reading), approving the Development Agreement (DA) between the City of Chino and Dirac BESS LLC for the Dirac Battery Energy Storage System (BESS) Project.
..body

FISCAL IMPACT
The Project would result in fiscal benefits to the City. Pursuant to the DA, the Applicant would provide two Community Benefit payments totaling $6 million and guarantee that the City receives at least $4 million in combined Project sales and use tax revenue and Development Impact Fees (DIF). In addition, the Applicant would provide $600,000 for fire suppression, emergency management and preparedness related to the Project, and other public services identified by the City. Collectively, the DA would provide a minimum of $10.6 million in community and fiscal benefits to the City.

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CITY COUNCIL MEETING DATE: OCTOBER 6, 2026
TITLE: ADOPTION OF ORDINANCE NO. 2026-013.

PAGE: 2

BACKGROUND
Ordinance No. 2026-013 was introduced for its first reading at the City Council meeting on September 15, 2026. This Ordinance seeks approval of the Development Agreement between the City of Chino and Dirac BESS LLC for the Dirac Battery Energy Storage System (BESS) Project. If adopted upon second reading, the Ordinance will take effect thirty (30) days after its adoption.

ISSUES/ANALYSIS
ORDINANCE NO. 2026-013

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO, CALIFORNIA,

APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CHINO

AND DIRAC PROJECT LLC, AND MAKING FINDINGS OF GENERAL PLAN CONSISTENCY Attachment: Ordinance No. 2026-013
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ORDINANCE NO. 2026-013

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO,

CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT BY AND

BETWEEN THE CITY OF CHINO AND DIRAC PROJECT LLC, AND MAKING

FINDINGS OF GENERAL PLAN CONSISTENCY
WHEREAS, the City of Chino (“City”) Municipal Code (“CMC”) Section 20.23.070 (“DA Ordinance”) requires the Planning Commission to consider a proposed Development Agreement and make a determination regarding its consistency with the City's General Plan and applicable specific plans and thereafter, the Planning Commission’s determination shall be transmitted to the City Council, in writing, within 60 days following the date its decision was rendered; and WHEREAS, Dirac Project LLC (“Applicant”) desires to enter into a statutory development agreement to vest certain land use entitlements and to allow the Applicant to construct and operate a 400-megawatt (MW) battery energy storage system (BESS) on a 13.89-acre property in the General Industrial (M2) zoning district located at 13925 Benson Avenue, 13822 Oaks Avenue, and 13910 Oaks Avenue (APNs: 1021-121-05, 1021-211-02, and 1021-211-05) (“Project”); and
WHEREAS, on July 15, 2026, the Planning Commission conducted a duly noticed public hearing to consider the Project and Development Agreement. A motion to adopt Planning Commission Resolution No. PC2026-016, recommending that the City Council approve the Development Agreement, and Planning Commission Resolution No. PC2026-019, approving PL25-0085 (Special Conditional Use Permit) and PL25-0086 (Site Approval), failed by a 3-4 vote; therefore, the Planning Commission did not adopt written findings or make a recommendation to the City Council regarding approval of the Development Agreement; and WHEREAS, pursuant to the DA Ordinance, the City Council may approve, approve with modifications or deny a Development Agreement application upon finding that the Development Agreement is consistent with the General Plan and any applicable specific plans and stating specific reasons supporting such finding, consistent with California Government Code (“Govt.

Code”) Section 65864 et seq.; and
WHEREAS, the City proposed to enter into the Development Agreement substantially in the form attached hereto as Exhibit “A”, and incorporated herein by this reference (“Development Agreement”), with the Applicant to facilitate the development of the Project; and WHEREAS, the DA Ordinance and Sections 65864-65859.5 of the Govt. Code authorize the City to enter into Development Agreements with any person having a legal or equitable interest in real property and require the planning agency of the City to find the proposed Development Agreement to be consistent with the policies and programs of the City’s General Plan; and WHEREAS, the proposed Development Agreement outlines Community Benefits under developer obligations that includes: 1) Community Benefit Payments in the amount of six million dollars ($6,000,000) to be dispersed at key project milestones; 2) Community Benefit Payments in the amount of six hundred thousand dollars ($600,000) for fire incident prevention, preparedness, mitigation and suppression; 3) employment outreach for local residents, as it relates to the project; 4) guaranteed Project Sales and Use Tax Revenues in the amount of four million dollars ($4,000,000); and 5) expert third-party Fire Safety Training; and 121
WHEREAS, the proposed Development Agreement and the construction of the Project has been determined to be within the scope of the previously certified 2045 General Plan Update Environmental Impact Report (EIR) (State Clearinghouse No. 202409083), adopted on September 2, 2025. The EIR adequately describes the environmental effects of the proposed project for the purposes of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15183. The proposed project is consistent with the land use designation, and applicable policies established by the City’s General Plan, and underlying zoning, all of which were evaluated in the certified EIR. Pursuant to Section 15183(b), a focused evaluation of the development was conducted and the analysis concluded that the proposed project would not result in any new or more severe significant environmental impacts beyond those identified in the certified General Plan EIR. The project is also subject to uniformly applicable development policies and mitigation measures identified in the 2045 General Plan Update EIR, which would reduce potential impacts to less than significant levels. Accordingly, pursuant to CEQA Guidelines Section 15183, no additional environmental review is required; and WHEREAS, pursuant to California Government Code Sections 65867 and 65090 the City on September 5, 2026, published a legal notice indicating the public hearing to be held by the City Council on September 15, 2026; and
WHEREAS, the City Council considered the provisions of the Development Agreement at a public hearing on September 15, 2026, and all interested parties were given an opportunity to be heard regarding the Development Agreement; and
WHEREAS, all other legal prerequisites to the adoption of this Ordinance have occurred.

NOW, THEREFORE, the City Council of the City of Chino, California, does hereby ORDAIN as follows:

A. The foregoing recitals are true and correct and incorporated herein.

B. Pursuant to the Government Section Code 65864 through 65869.5 and in light of the full record before it, including the staff report (and all attachments), and all evidence and testimony heard at the public hearing for this item, and in light of all evidence and testimony provided in connection with the Applicant’s Special Conditional Use Permit (PL25-0085) and Site Approval (PL25-0086) applications, the City Council hereby makes the following findings:
1) The Development Agreement (DA) is consistent with the General Plan in that it facilitates the development of a battery energy storage system within an area designated and zoned for industrial and utility-related uses. The Project is consistent with General Plan Goal and Policies INF-6, which calls for the City of Chino to provide reliable energy services to serve new and existing development.

The Project would enhance grid reliability by storing energy during periods of low demand and delivering energy during periods of peak demand, thereby supporting the City’s objective of maintaining a stable and resilient energy supply. In addition, the DA provides substantial public benefits, including community benefit payments, generation of sales and use tax revenue, and Development Impact Fees (DIF) to support public services and infrastructure, as well as provisions to promote local employment opportunities. Collectively, the DA advances General Plan goals related to land use compatibility, infrastructure reliability, economic development, fiscal sustainability, and community investment. 122
2) The Development Agreement is consistent with and furthers a number of goals and objectives under the General Plan, including Policy ED-4 (Community First) and Policy ED-6 (Fiscal Responsibility). The DA supports community-focused investment by facilitating the development of critical energy infrastructure that provides long-term value and promotes economic opportunities, including local employment during construction and operations. Additionally, the DA generates substantial revenue to support community well-being through community benefit payments, sales and use tax revenue, and DIF, thereby advancing the City’s fiscal sustainability objectives.
3) The Development Agreement constitutes a lawful, present exercise of the City’s police power and authority under the Govt. Code and the City’s DA Ordinance.

C. The City Council accept Community Benefit Payments generated by the project and authorize staff to establish the following funding categories to receive funds and offset community impacts related to the project in accordance with applicable state and local laws: 1) Fire Suppression and Emergency Management and Preparedness; 2) Fire Training; 3) Public Works, 4) Public Safety, 5) Community Services, Parks and Recreation, 5) Planning and Development Services, 6) Workforce and Economic Development; 7) Community and Nonprofit Support; 8) Arts and Culture, and 9) administrative costs.

D. Based upon all oral and written reports and presentations made by City staff and members of the public, including any attachments and exhibits, the City Council hereby finds that the Project and Development Agreement is within the scope of the previously certified 2045 General Plan Update Environmental Impact Report (EIR) (State Clearinghouse No. 202409083), adopted on September 2, 2025. The EIR adequately describes the environmental effects of the proposed project for the purposes of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15183. The proposed project is consistent with the land use designation, and applicable policies established by the City’s General Plan, and underlying zoning, all of which were evaluated in the certified EIR. Pursuant to Section 15183(b), a focused evaluation of the development was conducted and the analysis concluded that the proposed project would not result in any new or more severe significant environmental impacts beyond those identified in the certified General Plan EIR. The project is also subject to uniformly applicable development policies and mitigation measures identified in the 2045 General Plan Update EIR, which would reduce potential impacts to less than significant levels. Accordingly, pursuant to CEQA Guidelines Section 15183, no additional environmental review is required.

E. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council hereby adopts this Ordinance approving the Development Agreement substantially in the form set in Exhibit “A” with any minor modifications or changes approved or recommended by the City Attorney or the City Manager.

F. The City Council hereby authorizes and directs the Mayor to execute this Ordinance on behalf of the City of Chino forthwith upon its adoption.

G. The 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 Chino upon adoption and forthwith transmit a copy of this Ordinance, by regular mail, to the Developer at the address of record set forth in the Development Agreement.
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PASSED, APPROVED, and ADOPTED this 6
th day of October 2026.

Eunice M. Ulloa, Mayor
ATTEST:

Natalie Gonzaga, City Clerk
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State of California )
County of San Bernardino ) §
City of Chino )
I hereby certify the foregoing Ordinance was duly adopted by the Chino City Council at a meeting held on the 6
th day of October 2026 and entered in the minutes of the City Council.

AYES: COUNCIL MEMBER:

NOES: COUNCIL MEMBER:

ABSENT: COUNCIL MEMBER:

NATALIE GONZAGA, CITY CLERK
Attachment:

Exhibit “A” – Development Agreement
125
01225.0080 2122441.9 1
Recording Requested by And
When Recorded Return to:

CITY OF CHINO
13220 Central Avenue
Chino, CA 91710
Attn: City Clerk
[Exempt From Recording Fee Per Gov. Code § 6103]
DEVELOPMENT AGREEMENT NO. 01-2026
This Development Agreement (hereinafter “Agreement” or “DA”) is entered into this ____ day of ____________, 2026, by and between the City of Chino, a California municipal corporation (hereinafter “City”), and Dirac BESS LLC, a Delaware limited liability company, 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. The Property. Developer is under contract to purchase or is the optionee on a ground lease for the 13.89 acres of real property within the M2 (General Industrial) zoning district, located at 13925 Benson Avenue and 13822 Oaks Avenue, Chino, Assessor’s Parcel Numbers 1021-121- 05, 1021-211-02, and 1021-211-05, legally described and depicted in Exhibit “A” and Exhibit “B” attached hereto and incorporated herein (the “Property”). The current owners of the Property consent to the recording of this Development Agreement as set forth in the consents attached hereto.

C. Development Application. On January 16, 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, Special Conditional Use Permit and Site Approval (collectively, the “Development Application”).

D. The Project. As further described in Exhibit “C” attached hereto and incorporated herein, the project encompasses a 400 Megawatt (MW) BESS, consisting of approximately 88,881 square feet of battery units within which battery enclosures, inverter enclosures, and medium voltage transformers are arranged, a collector substation of approximately 54,774 square feet, and approximately 160 square feet of auxiliary transformer pads (collectively, the “Project”). The Project is proposed to be largely unmanned and operate 24 hours per day, seven days a week, 126
2 and include a 1,200 square foot building with space for spare parts and a small office for use during periodic inspections and maintenance. The Project is anticipated to require a four-toseven person crew for site operations and maintenance during the week, and additional maintenance visits more sporadically. The crew would normally consist of one operator, one contracted field engineer, and two-to-five mechanical or electrical technicians. The Project would be additionally monitored remotely.

E. CEQA. On September 2, 2025, the City Council of the City of Chino adopted Resolution No. 2025-055, certifying an Environmental Impact Report (“GP EIR”) (SCH# 2024090833), adopting a mitigation monitoring and reporting program, and a statement of overriding considerations for the City’s 2045 General Plan, which encompasses the Property. The City, as the Lead Agency, has reviewed the Project and determined it was adequately assessed within the GP EIR. On September 15, 2026, the City Council reviewed the Project and the CEQA Guidelines Section 15183 Checklist, on appeal from the Planning Commission denial, and determined that the Project is consistent with the analysis in the GP EIR, consistent with the goals, policies, and implementation measures identified in the City’s General Plan and GP EIR, found the Project exempt pursuant to CEQA Guidelines Section 15183, approved the Special Conditional Use Permit and Site Approval for the Project as memorialized in City Council Resolution No. 2026-061 adopted on said date. On October 6, 2026, the City Council also passed the Adopting Ordinance adopting the Agreement following the second reading of the Adopting Ordinance.

F. 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 Chino Zoning Code. 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.

AGREEMENT
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. 2026-013 approving this Agreement, introduced on September 15, 2026, and adopted on October 6, 2026.

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:
127
3 (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 “CDTFA” means the California Department of Tax & Fee Administration.

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

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

1.10 “City Council” means the City Council of the City of Chino.

1.11 “CMC” means the Chino Municipal Code.

1.12 “Community Benefit Payment(s)” shall have the meaning set forth in Section 3.1.

1.13 “Conditions of Approval” means all conditions imposed in the Project Development Approvals.

1.14 “COO” shall have the meaning set forth in Section 3.1.ii.

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

1.16 “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.

1.17 “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.

1.18 “DIF” shall have the meaning set forth in Section 5.8.1.

1.19 “Effective Date” means the date on which the Adopting Ordinance becomes effective, which is thirty (30) days after the second reading of the Adopting Ordinance or the date 128
4 the Developer effectuates all ground leases, whichever is later. If the Developer fails to effectuate the ground leases prior to 300 days after the second reading of the Adopting Ordinance and the City’s Development Services Department does not grant an extension of time (which shall require, as a condition to its effectiveness as to any portion of the Property owned by an Owner, the prior written consent of such Owner), then this Agreement shall not become effective, shall be void and of no force or effect, and the provisions of Section 13.23 shall apply. Notwithstanding anything to the contrary in this Agreement, this Agreement shall create no covenant, burden, lien or encumbrance upon, any portion of the Property prior to the occurrence of the Effective Date.

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” Project Description
Exhibit "D” Development Plans

1.21 “Existing Land Use Regulations” are laws and regulations enacted through legislative actions of the City Council in effect on the Vested Rights 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 and CMC, 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. “Existing Land Use Regulations” do not include (i) Project Development Approvals, (ii) regulations relating to the conduct of business, professions, and occupancies generally, (iii) applicable assessment district 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 Project’s 230 kilovolt (kV) generation interconnection line.

1.23 “GP EIR” shall have the meaning set forth in Recital D.

1.24 “Guaranteed Sales Tax” shall have the meaning set forth in Section 3.3.

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 “Owner” shall have the meaning set forth in Section 2.4.

1.28 “Project” shall have the meaning set forth in Recital C. 129
5 1.29 “Project Development Approvals” means all Project-specific approvals, including, but not limited to, this Agreement, the Special Conditional Use Permit, Certificate of Occupancy and Site Approval, with respective Conditions of Approval, maps, permits, site plans, design guidelines, variances, conditional use permits, grading, building, and other similar permits, environmental assessments, including but not limited to, any environmental impact reports, CEQA exemptions (statutory or categorical), consistency evaluations/checklists 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 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, other than this Agreement, or (iii) Land Use Regulations.

1.30 “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 third-party vendors or other contractors involved in the development and construction of the Project.

1.31 “Sales and Use Tax” means and includes both (i) the sales and use tax referenced in Chapter 3.16 of Title 3 of the CMC, or any successor thereto, and (ii) the transaction and use tax referenced in Chapter 3.18 of Title 3 of the CMC, or any successor thereto.

1.32 “Shortfall Amount” shall have the meaning set forth in Section 3.3.2.

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

1.34 “Subsequent Development Approvals” means all Project Development 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.

1.35 “Vested Rights Date” shall mean thirty (30) days after the second reading of the Adopting Ordinance.

2. TERM & GENERAL COVENANTS.

2.1 Term. The term of this Agreement (the “Term”) starts on the Effective Date and shall continue for twenty-five (25) years with one (1) ten (10) year extension subject to (i) any early termination provisions described in this Agreement and (ii) extension as set forth in Section

2.6. This Agreement shall automatically self-terminate, without any further action, notice, consent or approval of any Party or of any other person, as to any portion of the Property, upon the termination or expiration for any reason of the lease agreement(s) under which Developer holds a leasehold interest in such portion of the Property, whether such termination or expiration results from the act of Developer, the act of the fee owner of such portion of the Property, the expiration of the term thereof, casualty, condemnation, rejection in bankruptcy, or operation of law.

Developer shall deliver written notice of any such self-termination to the City and to each Owner 130
6 (as defined in Section 2.4) of the affected portion of the Property within ten (10) days after the occurrence thereof, and the provisions of Section 13.23 shall apply to such self-termination. The ten (10) year extension shall go into effect automatically provided a default under the Agreement by Developer is not occurring and continuing at the time the initial twenty-five (25) year term expires.

2.2 Schedule and Project Completion. The City will make commercially reasonable efforts to issue demolition permit(s) by October 1, 2026, the grading permit by November 1, 2026, and building permits by December 1, 2026, so that Developer shall commence construction of the Project. Developer shall complete the Project, including passing final inspection, by no later than twenty-four (24) months from the date of building permit issuance, subject to extension as set forth in Section 2.6 or by mutual consent of Developer and the City Development Services Director. To allow Developer to complete the Project within the aforementioned time without delays from Chino Valley Fire District’s review of the building permit, the City will not condition issuance of demolition, grading, or fencing permits, on issuance of the Project’s building permit. In addition, to allow Developer to complete the Project within the aforementioned time without delays, the City shall allow the Developer to begin processing applications for demolition and grading after the Special Conditional Use Application is deemed complete if Developer (i) executes an at-risk acknowledgement letter confirming that all work and costs are undertaken at the applicant’s sole risk and that no vested rights or entitlement approvals are created by the submittal and review process and (ii) the rough grading plan submittal includes rough grading plan sheets, erosion and sediment control plan sheets, a geotechnical report adequate to support the proposed rough grading work and associated earthwork recommendations (understanding that a supplemental geotechnical report may be required prior to the issuance of a precise grading permit), and applicable plan check fees. The City shall allow the Developer to begin submitting applications for fencing and building permits after the Project is heard by the Planning Commission. Developer hereby explicitly acknowledges and agrees that Developer bears all costs and risk related to processing these ministerial permit applications concurrent with the Project’s discretionary approvals and that City Council, Planning Commission or other approval authority shall not be limited in any way from denying or conditioning the Project’s discretionary approvals in a manner inconsistent with the applications for the ministerial permit approvals.

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

2.4 Agreement Runs with the Land. This Agreement shall be recorded and shall run with the land. Pursuant to Government Code Section 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. Notwithstanding the foregoing or anything to the contrary in this Agreement, each fee owner of any portion of the Property (each, an “Owner”), and each successor and assign of such Owner acting in its capacity as fee owner or as lessor under a lease with Developer, shall not be deemed a Party, “Developer,” a “successor in interest” to Developer, a “new owner” or a “Transferee” for any purpose under this Agreement by reason of such Owner’s fee ownership of the Property, its execution of a Consent of Owner, the recordation of this Agreement, the termination or expiration of Developer’s 131
7 lease, the reversion of possession of the Property to such Owner, or such Owner’s exercise of any remedy under its lease with Developer. No financial payment obligation of Developer under this Agreement, including without limitation any Community Benefit Payment, Shortfall Amount, financial assurance, indemnity or interest obligation, shall constitute a lien, charge or encumbrance upon, or be enforceable against, the fee estate of any Owner.

2.5 Covenant 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.

2.6 Tolling. Notwithstanding anything to the contrary contained in this Agreement, the time periods set forth in Sections 1.19, 2.1 and 2.2 shall be tolled and extended on a day-forday 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 Development Services Director, 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 Development Services Director approval).

3. DEVELOPER’S OBLIGATIONS

3.1 Community Benefit. Developer shall tender to the City Treasurer the following payments to be utilized by the City (each, a “Community Benefit Payment,” and collectively, the “Community Benefit Payments”). Each Community Benefit Payment shall be nonrefundable once paid and shall be paid upon the Project reaching the following respective milestones:
i. Three Million Dollars ($3,000,000) within thirty (30) days of building permit issuance for the Project for future community public benefits to the City overall, at the City’s sole discretion.
ii. Six Hundred Thousand Dollars ($600,000) within thirty (30) days of building permit issuance for the Project for incident prevention, preparedness, mitigation and response public benefits to the City, at the City’s sole discretion. iii. Three Million Dollars ($3,000,000) within thirty (30) days of final certificate of occupancy (“COO”) issuance for the Project for future community public benefits to the City overall, at the City’s sole discretion. 132
8 iv. Any Shortfall Amount owed to the City pursuant to Section 3.3 of this Agreement within the time period described in Section 3.3 of this Agreement.

3.2 Community 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 Chino 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.

3.3 Community Benefit – Guaranteed Project Sales & Use Tax Revenue.

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 Sales and Use Tax Revenue for the City. Developer shall designate the City as the point of delivery for purchase of taxable items in the BESS supply agreement(s) and engineering, procurement and construction contract for the Project. Developer therefore covenants and agrees that the City shall receive a total of at least Four Million Dollars ($4,000,000.00) in combined DIF and Project Sales and Use Tax Revenue (“Guaranteed Sales Tax”).

3.3.1. Thirty (30) days following the last to occur of (i) the end of the first full City fiscal year following issuance of the COO for the Project or (ii) the date that CDTFA data reflecting Project-related allocations becomes available to the City, the City shall provide Developer with an accounting, (a) identifying the aggregate amount of all Project Sales and Use Tax Revenue and DIF 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. After the information becomes available to Developer, Developer shall supply the City with information to assist the City in reasonably determining the Project Sales and Use Tax Revenue. Such information may include, at City’s request, (i) sales and use tax returns filed with the CDTFA by Developer or its contractors, (ii) invoices relating to Developer’s or its contractors’ purchase of taxable items in connection with the development, construction or operation of the Project, (iii) business records reflecting payment of sales or use tax to vendors or the CDTFA relating to purchase or use of taxable items in connection with the development, construction or operation of the Project, and/or (iv) names of contractors, vendors, or other parties who may remit sales or use tax to the CDFTA in connection with the development, construction or operation of the Project. For the avoidance of doubt, nothing in this Section 3.3.1 shall require Developer to provide each of the items enumerated in this subsection or prohibit Developer from providing additional information as contemplated by Section 3.3.2.
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9 3.3.2. If the City determines that the amount of Project Sales and Use Tax Revenue and DIF received by the City is less than the Guaranteed Sales Tax, the City shall invoice Developer for the difference (i.e., $4,000,000.00 less the amount of Project Sales and Use Tax Revenue and DIF actually received) (the “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.

3.3.3. Project Sales and Use Tax Revenue shall be deemed to have been received by the City if and to the extent the CDTFA elects to offset the payment of any such Project Sales and Use Tax Revenue against any other obligations of the City.

3.3.4.Developer further acknowledges that, should it purchase taxable items pursuant to a BESS supply agreement or engineering, procurement and construction contract for the repowering, battery replacement or augmentation of the Project during the term of this Agreement, Developer shall designate the City as the point of delivery for such taxable items for the purpose of City’s receipt of Project Sales and Use Tax Revenue.

3.4 Financial Assurance for Decommissioning. To ensure the safe decommissioning of the Project, upon the issuance of a temporary COO or final COO, Developer or operator of the battery energy storage facility shall continuously maintain a financial assurance or security, payable to the City, in the amount equivalent to the estimated net cost of decommissioning the Project (i.e. decommissioning cost minus salvage value) and in a form required by the City and acceptable to the surety. The security may be in the form of a parent or subsidiary company guarantee, performance bond, letter of credit, or if an alternative form of security is used, an alternative form of security approved by the City and acceptable to the surety. The financial assurance shall be maintained for the duration of the use of the Project. All costs shall be borne solely by the Developer or operator. The amount of financial assurances shall be adjusted every five (5) years to account for any increase or decrease in costs. Developer or operator shall submit an updated net cost estimate for the decommissioning of the Project to the Finance Director thirty (30) days prior to each five (5) year anniversary date of the initial financial assurances approved by the City. The Finance Director may require further revisions and/or explanation from the Developer or operator if the submission is found to be inadequate.

3.5 Community Benefit – Fire Safety Training. Developer shall pay for a third-party expert to provide a training for the Chino Valley Fire District and Chino Police Department first responders on the proper strategies for responding to a BESS safety incident.

3.6 Satisfaction of Developer Obligations. Developer’s obligations identified in Section 3 of this Agreement shall be deemed satisfied if the City does not approve the Project Development Approvals.
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10 4. DEVELOPMENT OF THE PROPERTY.

4.1 Scope 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.

4.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official 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 effective date of the Adopting Ordinance, subject to the terms of this Agreement. 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.

4.3 Rights under State and Federal Law. Notwithstanding anything to the contrary herein, Developer shall retain all rights it has under state and federal law, including, but not limited to, Developer’s rights under Government Code Section 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.

4.4 Lesser 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. Notwithstanding anything to the contrary contained in this Agreement, Developer may, but is not required to, develop or construct the Project.

4.5 Project 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 4.7 below and Section 4.3 above, 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.

4.6 Role of Project Development Approvals. Except as provided within this Agreement, the Project Development Approvals shall exclusively control the uses of the Property, the density or intensity of use, the maximum height and size of 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. 135
11 4.7 Moratorium. 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 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.

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

5.2 Uniform 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 San Bernardino Building Code in effect at the time the initial building permit application is deemed complete, as applicable City-wide, and any Subsequent Land Use Regulations.

5.3 Emergencies. 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;
(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.
(e) Do not impose a moratorium on siting, ownership, construction, development, use, maintenance, repair, or operation of the Project. 136
12 5.4 Laws 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 with jurisdiction over the Project (the “Additional Regulations”), including regional impact fees, which City is legally 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 GP 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) When developing the Project, Developer shall apply in a timely manner for such other permits and approvals that are lawfully required by other governmental or quasi-governmental 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.

5.5 Modification 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. Any such modification of the Agreement pursuant to this section shall seek alternative means to implement the original purpose of the Agreement to the maximum extent feasible.

5.6 Energy Efficient and Sustainable Building Design. All Project buildings shall promote sustainable and energy efficient practices through compliance with California Code of Regulations, Title 24 as in effect at the time of the initial building permit application is deemed complete.

5.7 Prevailing 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 137
13 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.

5.8 Fees, Taxes, and Assessments.

5.8.1. Development Impact Fees and Processing Fees. Developer shall pay all development impact fees pursuant to Chino Municipal Code Chapter 3.40 (“DIF”) in the applicable amount pursuant to Chapter 3.40. However, should the City’s proposed new development impact fee schedule with a development impact fee for warehouse/storage uses go into effect prior to issuance of the Project’s building permit, then, consistent with the City’s estimated impact fee invoice dated September 2, 2026, Developer shall pay the development impact fee for warehouse/storage use, instead of an industrial use, based on the final total square footage of the Project's O&M Building and BESS pad, as reflected in the Project's final approved plans and/or building permit, as applicable. The approximately 123,784 square feet reflected in in the City's estimated impact fee invoice is an estimate for purposes of calculating the estimated DIF and shall not establish or fix the final square footage upon which the DIF is calculated. In addition, 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.

5.8.2. Taxes, Licenses & Permits, User Fees, and All Other Fees & Service Charges. Except as expressly provided in this Agreement, Developer shall pay all fees and charges which are standard and uniformly-applied to similar projects in the City under Existing Land Use Regulations, which may be increased from time-to-time in accordance with cost of living or cost of construction indices or other current schedules or by other incremental means in accordance with applicable law. If any other fee or charge does not exist as of the Vested Rights Date, then the Parties agree it is a Subsequent Land Use Regulation.

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 non-BESS-specific fee, rate, tax, assessment or charge not already addressed by Section 5.8.1 or 5.8.2 of this Agreement:
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14 1. Developer, or Developer’s Project occupants, shall be obligated to pay any fees or taxes, and lawful increases thereof, imposed on a City-wide basis such as business license fees or taxes, sales or use taxes, transient occupancy taxes, utility taxes, and public safety taxes;

2. 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;

3. 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

4. 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.

5.9 Inconsistencies. It is expressly agreed that in the event of any clear and explicit conflict between the provisions or conditions of the GP EIR, CEQA Guideline Section 15183, the Existing Land Use Regulations, this Agreement, and the Project Development Approvals (other than the GP EIR and CEQA Guideline Section 15183), then the provisions or conditions of the following shall prevail in this order:
(a) GP EIR and CEQA Guideline Section 15183;
(b) this Agreement;
(c) Project Development Approvals (other than the GP EIR, CEQA Guideline Section 15183, and this Agreement); and
(d) 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 or in the CMC 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.
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15 6. ANNUAL REVIEW.

6.1 Timing of Annual Review. Pursuant to Government Code Section 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 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.

6.2 Special Review. The City 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.

6.3 Standards 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.

6.4 Procedure. 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 Development Services Director, 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 Development Services Director’s report. The Development Services Director may then meet and confer with the Developer regarding the Developer’s written response. If the Development Services Director 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 Development Services Director, following review of Developer’s written responses and a meet and confer between Development Services Director 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 140
16 shall be held before the City Council at which the Council will review the Development Services Director’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 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.

6.5 Certificate 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 Development Services Director, 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.

6.6 Review 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.

6.7 Public 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 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 141
17 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 NonDefaulting 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:
(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
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18 (e) Diligently prosecutes such cure to completion.

7.3 Termination 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 NonDefaulting 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. Once the Termination Notice has been issued, if the Developer is the Defaulting Party, then the termination will not go into effect unless the City Council also elects to terminate this Agreement pursuant to Section 7.4. The Parties may elect to rescind a Termination Notice at any time.

7.4 Hearing 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 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.

7.5 Rights 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.

7.6 Waiver 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 143
19 any claim that any condition of approval is improper or that the action, as approved, constitutes a breach of the provisions of this Agreement.

7.7 Interest 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, (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 (“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, the City Indemnitees, or 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 144
20 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 litigation brought against it in its sole and absolute discretion. If the City abandons or settles the litigation without Developer’s consent to the Settlement, then Developer shall not be responsible for City Attorney fees related to the Settlement or costs imposed by the Settlement.

8.2 Hold Harmless: Developer’s Construction, and Other Activities. Developer shall defend, save and hold the City and the City Indemnitees 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, 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, the City Indemnitees, or 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. Except as otherwise prohibited by applicable law, 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 145
21 from the pipes or plumbing, or from the street. 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 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. 146
22 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 $10,000,000 in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

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 Loss Payee, to the extent of its direct insurable interest in the Project, and only with respect to covered property damage proceeds payable under the Builder’s Risk policy.

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 Products/completed operations coverage. Products and completed operations liability coverage shall be maintained for a period of not less than three (3) years following Substantial Completion of the Project, or such longer period as is commercially available on reasonable terms. Such coverage shall apply to liability arising out of the work performed by or on behalf of the Developer, including work performed by subcontractors, and shall be maintained subject to the terms, conditions, and limitations of the applicable policy. The City shall be included as additional insureds, but only with respect to liability arising out of the Developer’s operations. Such additional insured coverage shall be provided on a primary and noncontributory basis, to the extent available under the policy.

9.1.8 Other Insurance. Developer may procure and maintain any Project-related 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. 147
23 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.

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 nonassessable 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.
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24 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 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.

11.1 Change of Ownership. If any 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 149
25 Manager of such proposed change in ownership at least ninety (90) calendar days prior to the proposed ownership change. Approval by the City Manager shall be required, but shall not be unreasonably withheld. In providing that approval, the City Manager may, in his/her reasonable discretion, request information about the new owner 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. 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 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. The City Manager is hereby authorized to negotiate and execute such Assignment and Assumption Agreement.

11.2 Consideration of Requested Assignment. The City Manager will not unreasonably withhold, condition, or delay approval of a request for approval of an Assignment required pursuant to this Article 11, provided that Developer delivers written notice to City requesting the Director’s approval prior to the completion of the Assignment (the “Consent Request”). The Consent Request shall be accompanied by (i) a proposed draft of the Assignment Agreement, which shall be in a form acceptable to the City Attorney and City Manager in their reasonable discretion and (ii) evidence that the proposed Transferee meets the criteria set forth in Section 11.1 above. 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.

11.3 Effect of Change of Ownership. Unless otherwise stated within the Assignment Agreement, upon a change of ownership 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 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.
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26 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 San Bernardino 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 Development Services Director. The determination of whether a requested or proposed modification constitutes a minor modification shall be made by the Director 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 GP EIR and considered in approving the CEQA exemption per CEQA Guideline Section 15183; (ii) modifications that increase the total amount of battery enclosure square footage within the Project, as shown in the Development Plans approved and dated . 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 the number, height, or location of the Gen-Tie line transmission poles set forth in Exhibit “D”; 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. Notwithstanding the foregoing, changes to the site plan required by the appliable utility company shall be considered minor modifications and City will ministerially approve changes to the site plan required by such utility company’s design standards.

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 Parties execute and enter into the Agreement, and Developer shall deliver to each Owner a complete 151
27 conformed copy of this Agreement, as executed, together with all exhibits. 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 Chino
13220 Central Avenue
Chino, CA 91710
Attn: City Manager
With copy to: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attn: Fred Galante, City Attorney
To Developer: Dirac BESS LLC
c/o Aypa Power Development LLC
11801 Domain Blvd, Suite 525
Austin, TX 78758
Attn: Development
Email: [email protected]
With copy to: Dirac BESS LLC
c/o Aypa Power Development LLC
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.
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28 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” 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.
153
29 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”). Notwithstanding the foregoing, no Force Majeure shall apply unless the party claiming the existence of such Force Majeure event notifies the other party in writing within ten (10) days of becoming aware of the commencement of such Force Majeure event, or as soon thereafter as reasonably may be provided in light of the circumstances of the Force Majeure event, describing the causes of the delay. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of the impacts on the Project of each such event, as set forth in Section 2.6.

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 San Bernardino, 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.
154
30 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 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.

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

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 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, 155
31 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.

13.23 Termination or Failure of Effectiveness; Release of Record. Promptly upon, and in any event within fifteen (15) business days after, written request from Developer or from any Owner accompanied by reasonable evidence that this Agreement has terminated or selfterminated in whole or in part, or has failed to become effective under Section 1.19 (including, as to an Owner, a certification by such Owner that Developer’s lease of such Owner’s portion of the Property has terminated or expired or was never executed, or a recorded termination of a memorandum of such lease), the City and Developer shall each execute, acknowledge and deliver to the requesting party, in recordable form, a Notice of Termination of Development Agreement confirming that this Agreement has terminated or failed to become effective and is of no further force or effect as to the portion of the Property described therein, and the requesting party may record the same at its cost. The City Manager is hereby authorized to execute such Notice of Termination on behalf of the City without further action of the City Council. If the City or Developer fails to deliver its executed Notice of Termination within such fifteen (15) business day period, the requesting party may record an affidavit of termination, together with the evidence described above, and the City and Developer agree that such recorded affidavit shall constitute conclusive evidence, as to any title insurer, lender, purchaser or other third party, that this Agreement has terminated or failed to become effective as to the portion of the Property described therein. This Section 13.23 shall survive the termination of this Agreement, and the failure to record any instrument under this Section 13.23 shall not delay, condition or otherwise affect the automatic self-termination of this Agreement under Section 2.1 or the failure of this Agreement to become effective under Section 1.19.

13.24 Owner Consent to Certain Amendments. No amendment, modification, extension, restatement or cancellation of this Agreement, and no waiver of any provision hereof, shall be effective as to any portion of the Property owned by an Owner, or binding upon such Owner or such portion of the Property, without such Owner’s prior written consent, if such amendment, modification, extension, restatement, cancellation or waiver would (i) extend the Term, (ii) modify, condition or delete the conditions to effectiveness set forth in Section 1.19, the self-termination provisions of Section 2.1, or the provisions of Section 2.4, Section 13.1 or Section

13.23, (iii) expand the obligations that run with or burden such portion of the Property, or (iv) modify the legal description of such portion of the Property. Each Consent of Owner delivered in connection with this Agreement is given solely with respect to the recordation of this Agreement in the form executed by the Parties and delivered to such Owner, and constitutes neither a joinder in nor an assumption of this Agreement.
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32 [SIGNATURES ON FOLLOWING PAGE(S)]
157
33 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first set forth above.

CITY:

CITY OF CHINO,
a California municipal corporation
Eunice Ulloa, Mayor
ATTEST
Natalie Gonzaga, City Clerk

APPROVED AS TO FORM

ALESHIRE & WYNDER, LLP
Fred Galante, City Attorney
DEVELOPER:

Dirac BESS LLC, a Delaware limited
liability company
_____________________________
By:__________________________
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. 158
34 CONSENT OF OWNER
Owner, Helmar Industrial Properties, LLC, a California limited liability company, (“Owner”), represents and warrants that it is the owner of the property at 13910 Oaks Avenue, Chino, Assessor’s Parcel Number 1021-211-05. Given that the Agreement will be applicable to Developer for the term of the Agreement and is not effective until the Developer or its affiliate closes escrow with Owner, Owner consents to the recording of this Agreement with the San Bernardino County Recorder.
_____________________________
By:__________________________
Title:_________________________
159
35 CONSENT OF OWNER
Owner, Rexford Industrial-13925 Benson LLC, a Delaware limited liability company (“Owner”), represents that it is the owner of the property at 13925 Benson Avenue Chino, Assessor’s Parcel Number 1021-211-02. Owner consents to the recordation of the Agreement against Owner’s property, subject to and upon the following terms, which the City and Developer accept by their execution of the Agreement: (a) this consent is given solely with respect to recordation of the Agreement in the form executed by the City and Developer and delivered to Owner, and is not a joinder in, assumption of, or agreement to perform any financial obligation under, the Agreement in accordance with Section 2.4; (b) Owner is not a Party to the Agreement and, as provided in Section 2.4, no obligation of Developer under the Agreement shall constitute a lien or encumbrance upon Owner’s fee estate; (c) the Agreement shall not become effective as to Owner’s property, until Developer and Owner have executed and delivered a ground lease of Owner’s property and the Effective Date has occurred in accordance with Section 1.19; (d) the Agreement shall self-terminate as to Owner’s property in accordance with Section 2.1, and upon such self-termination or upon any failure of the Agreement to become effective, the City and Developer shall each execute and deliver a recordable Notice of Termination in accordance with Section 13.23; (e) no amendment, modification, extension or restatement of the Agreement shall be effective as to Owner’s property except in accordance with Section 13.24; and (f) Owner makes no representation or warranty of any kind other than as expressly set forth in the first sentence of this Consent of Owner, which representation is made as of the date of Owner’s signature below and not as of any other date.
_____________________________
By:__________________________
Title:_________________________
160
36 CONSENT OF OWNER
Owner, Shea Center Chino, LLC, a California limited liability company (“Owner”), represents and warrants that is it the owner of the property at 13822 Oaks Avenue, Chino, Assessor’s Parcel Number 1021-121-05. Given that the Agreement will be applicable to Developer for the term of the Agreement and is not effective until the Developer or its affiliate closes escrow with the Owner, Owner consents to the recording of this Agreement with the San Bernardino County Recorder.
_____________________________
By:__________________________
Title:_________________________
[End of Signatures]
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37 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
162
38 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
163
39 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.

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
164
40 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.

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
165
41 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.

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
166

LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of San Bernardino and described as follows:

PARCEL A:
(Rexford)
Lot 24, Section 13, Township 2 South, Range & West, San Bernardino Base and Meridian, in the City of Chino, County of San Bernardino, State of California, according to the Map of Subdivision of part of Rancho Santa Ana Del Chino, in the City of Chino, County of San Bernardino, State of California, as per Plat recorded in Book 6, Page 15 of Maps, Records of said County.

Excepting therefrom the South 200 feet of Lot 24.

APN: 1021-211-02
PARCEL B:
(Shea)
Parcel No. 2 of Parcel Map No. 2272, in the City of Chino, County of San Bernardino, State of California, as per plat recorded in Book 20 of Parcel Maps, Page(s) 15, Records of said County.

APN: 1021-121-05-0-000
PARCEL C:
(Helmar)
Parcel 1 of Parcel Map No. 6338, in the City of Chino, as per Map recorded October 9, 1980, in Book 59 of Parcel Maps, Page 65, Records of said County Recorder of said County.

APN: 1021-211-05
(End of Legal Description)

THE MAP ATTACHED THROUGH THE HYPERLINK ABOVE IS BEING PROVIDED AS A COURTESY AND FOR INFORMATION PURPOSES ONLY; THIS MAP SHOULD NOT BE RELIED UPON.

FURTHERMORE, THE PARCELS SET OUT ON THIS MAP MAY NOT COMPLY WITH LOCAL SUBDIVISION OR BUILDING ORDINANCES. THERE WILL BE NO LIABILITY, RESPONSIBILITY OR

INDEMNIFICATION RELATED TO ANY MATTERS CONCERNING THE CONTENTS OR ACCURACY OF THE MAP.

File No.: 26000480381
Prelim Report COM 24r 2-3-23 NN

Page 5 of 10 ends

Chino City CouncilOctober 6, 2026

Chino City Council
October 6, 2026