Fontana City Council
November 9, 2022

Wednesday, November 9, 2022
7:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Regular Agenda
Ord. No. 1910 Reso. No. 2022-134
Grover W. Taylor Council Chambers
Special City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
1 Special City Council Meeting Regular Agenda November 9, 2022 Welcome to a Special meeting of the Fontana City Council.

Welcome to a Special meeting of the Fontana City Council. A complete agenda packet is located in the binder on the table in the lobby of the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335. To address the Council, please fill out a card located at the entrance to the right indicating your desire to speak on either a specific agenda item or under Public Communications and give it to the City Clerk. Your name will be called when it is your turn to speak. In compliance with Americans with Disabilities Act of 1990 (42 USC § 12132), the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335 is wheelchair accessible, and a portable microphone is available. Upon request, this agenda will be made available in appropriate alternative forms to persons with disabilities, as required by Section 12132 of the Americans with Disabilities Act of 1990. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should direct such a request to the City Clerk’s Office at (909) 350-7602 at least 48 hours before the meeting, if possible. Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection in the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335.

Traduccion en Español disponible a peticion. Favor de notificar al Departamento "City Clerk".

Para mayor informacion, favor de marcar el numero (909) 350-7602.

PUBLIC COMMUNICATION - CLOSED SESSION:

This is an opportunity for citizens to speak to the City Council for up to 3 minutes on the following Closed Session. The Mayor and City Council reserve the right to adjust this time limit based on the number of speakers who wish to address the Mayor and City Council.

A. Public Communications - Closed Session
WORKSHOP:

A. 5:00 P.M. City Council Workshop
A. (A) Communication Assessment Presentation (Presented by Kaitlyn Wu and Kevotk Kurdoghlian with Tripepi Smith); (B) Update on Downtown Revitalization Plan (Presented by Deputy City Manager Phillip Burum);
(C) Public Communications;
(D) Agenda Review; and
21-1818
CLOSED SESSION:

Closed Session will begin immediately following the adjournment of Workshop or at the posted time, whichever comes first.

A. 6:00 P.M. CLOSED SESSION

2 Special City Council Meeting Regular Agenda November 9, 2022 A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code section 54956.8)
Property: APN 0237-411-13
City Negotiator: Matt Ballantyne, City Manager
Negotiating Parties: Newbridge Homes
Under Negotiation: Price and terms of payment
CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED

LITIGATION
(Gov. Code section 54956.9(d)(2).)
Significant Exposure to Litigation: One case based on
correspondence with South Coast Air Quality Management
District re Rule 1196 for heavy duty diesel fleet trucks.

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code section 54956.8)
Property: APNs 0232-171-05, 0232-171-06, 0232-171-07,
0232-171-08
City Negotiator: Matt Ballantyne, City Manager
Negotiating Parties: CALMAT CO
Under Negotiation: Price and terms of payment
21-1844
CALL TO ORDER/ROLL CALL:

A. 7:00 P.M. Call To Order/Roll Call:

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

SPECIAL PRESENTATIONS:

A. Special Presentations
A. Mayor Warren and City Council to recognize Officer Mario Martinez, Officer Tyler Pope and Community Policing
Technician Kelsey Barak as the Fontana Police Department October 2022 Employees of the Month (Captains Burton
and Dorsey to present).
21-1826

3 Special City Council Meeting Regular Agenda November 9, 2022 PUBLIC COMMUNICATIONS:

This is an opportunity for members of the public to address the City Council for up to three ( 3) minutes total on items either on the Agenda or items not on the Agenda, but within the City Council's jurisdiction. Note that Public Hearing items have individual and specific public input opportunities during the public hearing and testimony on those items will only be taken during the public hearing. The Council is prohibited by law from discussing or taking immediate action on non-agendized items. The Mayor and City Council reserve the right to adjust this time limit based on the number of speakers who wish to address the Mayor and City Council .

A. Public Communications
CONSENT CALENDAR:

All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below. There will be no separate discussion on these items prior to the time Council votes on them, unless a member of the Council requests a specific item be removed from the Consent Calendar for discussion.

A. Approval of Minutes 21-1820
Approve the minutes of the October 25, 2022, City Council meeting.

Attachments: City Council Meeting - October 25.pdf
B. Purchase and Sale Agreement for 16860 Arrow Blvd. -
Downtown Fontana Property
21-1816

1. Approve a Purchase & Sale Agreement for the purchase of a building and associated land located on the northeast corner of Arrow Blvd and Sierra Ave. in Downtown Fontana, more specifically described as APNs #0191- 162-05, 0191-163-24, 0191-163-16, 0191-163-17, and 0191-163-26.

2. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or Purchase & Sale Agreement.

PSA Arrow Blvd CA6-115 - Final 01112022.docx
ExhibitA.pdf
Attachments:

4 Special City Council Meeting Regular Agenda November 9, 2022 C. Purchase and Sale Agreement for APN # 0232-091-18 and 0232-091-19
21-1814

1. Approve a Purchase & Sale Agreement for the sale of vacant land located on the Southeast corner of Foothill Blvd and Tokay Ave. in west central Fontana, more specifically described as APN # 0232-091-18 and 0232- 091-19.

2. Adopt Resolution No. 2022-134, to convey the vacant land located on the Southeast corner of Foothill Blvd and Tokay Ave. to Sonora Tires Route 66, Inc.

3. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or Purchase & Sale Agreement.

E-Sign Packet 2 Excuted purchase agreement Exihibit B.pdf ExhibitA.png
Resolution_No._2022-_Sale_of_Property_Foothill_Tokay (BBK 8-4-22)-c1.doc
Attachments:

D. License Agreement for APN's 0232-201-12 and 0232-201-13 21-1815

1. Approve a License Agreement for property located south of Arrow Route bordered by Tokay Ave. and Citrus Ave in west central Fontana, more specifically described as APNs #0232-201-12 and 0232-201-13

2. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or License Agreement.

ExhibitA.pdf
Fontana -- License Agreement Water of Life.pdf
Attachments:

E. Fontana Chamber of Commerce Contractual Services
Agreement and Lease Agreement
21-1791

1. Approve and authorize the City Manager to execute a contractual services agreement between the City of Fontana and the Fontana Chamber of Commerce in the amount of $50,000 to provide service and outreach to the business community, and

2. Approve a three-year Lease Agreement for $1.00 per year for office space for the Fontana Chamber of Commerce.

Chamber Contract _92022 (BBK Reviewed and Approved).pdf Fontana Chamber of Commerce - Office Lease.pdf
Attachments:

5 Special City Council Meeting Regular Agenda November 9, 2022 F. Approve Amendment to Jacobs Engineering Group, Inc. Task Order for Design Services for the Etiwanda Avenue/Slover Avenue Intersection Widening Project
21-1805

1. Approve and authorize the City Manager to execute Task Order 1.1 to Jacobs Engineering Group, Inc. in the amount of $18,480.00 for the Etiwanda Avenue/Slover Avenue Intersection Project for a total contract amount of $217,697.00.

2. Approve and authorize the City Manager to execute any future amendments to the Task Order.

Attachments: Amendment 1.1
G. Approve Final Change Order with International Line Builders, Inc. and Final Acceptance for the Construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project
SB-05-DE-20
21-1806
1) Authorize the City Manager to approve a change order with International Line Builders, Inc. in the amount of $8,049 for the construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project (Bid No. DB05-DE-20). 2) Accept as complete the work performed by International Line Builders, Inc. for the Construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project (SB-05-DE-20) and approve the final construction amount of $1,211,588.32.

Vicinity Map
Final CCO for Valley Blvd at Oleander Ave TS Project .pdf Attachments:

H. Award a Construction Contract for the 8344 Bennett Avenue Rehabilitation Project SB-27-HD-23
21-1807
Award and authorize the City Manager to execute a construction contract with Abigail Electric Inc. for the rehabilitation of the 8344 Bennett Avenue in the amount of $555,861 and authorize a 10% contingency in the amount of $55,586 (Bid No. SB-27-HD-23).

Bid Package MultiFamily Housing Rehabilitation Program - 8344 Bennett.pdf
8344 Bennett Ave - Project Report SB-27-HD-23.pdf
Abigail Electric Bidders Detail Sheet.pdf
Attachments:

6 Special City Council Meeting Regular Agenda November 9, 2022 I. Approve a Contract with TA Mentoring Services LLC for the Noble Youth Program to be delivered at Fontana Expanded Learning Program school sites.
21-1812
Review and approve a contract with TA Mentoring Services LLC to provide Student Leadership Programming - Noble Youth at twenty-eight (28) ASES-Funded Elementary School sites and the five (5) ASES-Funded Middle School sites.

TA Mentoring Services FELP.pdf
Letter for US Engineering and TA Mentoring.pdf
TA Mentoring Agreement MS-79-CS-23.pdf
Attachments:

J. Approve a Contract with EBK & Company LLC to provide and deliver the US Engineering League at Fontana Expanded
Learning Program’s middle school sites.
21-1813
Review and approve a contract with EBK & Company LLC to provide and deliver the US Engineering League, Mechanical Engineering/Robotics Club at the five (5) ASES-Funded Middle School sites.

City of Fontana Explanded Learning Quote.pdf
Letter for US Engineering and TA Mentoring.pdf
EBK Agreement MS-80-CS-23.pdf
Attachments:

K. Authorize Submittal of Letter of Intent for Participation in the San Bernardino Regional Housing Trust
21-1817
Authorize City Manager to submit letter of intent for participation in the San Bernardino Regional Housing Trust.

Attachments: SBRHT LETTER OF INTENT.docx
L. Co-Sponsorship Applications Cycle (2) FY 2022/2023 21-1821 Review and approve the eight (8) Co-Sponsorships recommended for the second half of 2022/2023 fiscal year (January 2023 through June 2023) totaling an amount of $21,178 as recommended by Parks, Community, and Human Services Commission.

Attachment A Co-Sponsorship Policy.pdf
Attachment B_Sept 22.pdf
Attachment C_Sept22.pdf
Attachment D_Sep22.pdf
Attachments:

7 Special City Council Meeting Regular Agenda November 9, 2022 M. Authorize Contech Engineered Solutions as the Sole Source to Provide Bio Clean Certified Trash Full Capture Systems for Existing Catch Basin Retrofit and for New Development and Redevelopment Projects
21-1660

1. Authorize Contech Engineered Solutions (formerly known as Bio Clean Environmental Services, Inc.) as a single sole source vendor of certified trash full capture systems for existing catch basin retrofit and for new development and redevelopment projects.

2. Authorize the Purchasing Office to issue purchase orders to Contech Engineered Solutions for the purchase and/or installation of the certified trash full capture systems.

Contech Bio Clean Spec Overview
Bio Clean Specification CPS
Bio Clean Specification ARS.pdf
Attachments:

N. Approve Sole Source Purchase of Quick Deploy Cameras and Multi-year subscription
21-1824

1. Approve the sole source purchase of the L6Q Quick Deploy Cameras in the amount of $156,831. Cameras to be utilized at various locations throughout the City of Fontana.

2. Authorize the Chief of Police or his assigned designee to sign the Enterprise Service Agreement and Contract Terms Acknowledgement.

3. Authorize the Purchasing Department to issue purchase orders as funding becomes available to the Police Department’s current vendor, Vigilant Solutions, for the purchase and installation of the L6Q Quick Deploy Camera systems from the General Fund #101 or other fund sources.

4. Approve an increase in appropriations in the total amount of $156,831 in the General Fund 101 in the Mid-Year Budget Report.

L6Q - Fontana - Intro Quote.pdf
Vigilant ESA.pdf
Contract Term Acknowledgement.pdf
Attachments:

8 Special City Council Meeting Regular Agenda November 9, 2022 O. Approve the Sole Source Purchase of Downlink RX Site and Mapping System
21-1825

1. Approve and authorize the City Manager to purchase and execute all necessary contract documents for the Downlink RX Site and Mapping System as a sole source purchase in the amount of $590,479.43.

2. Approve an increase in appropriations in the total amount of $590,479.43 in the State Citizens’ Option for Public Safety Fund 322 ($190,894) and the General Fund 101 ($399,585.43) in the Mid-Year Budget Report.

Attachments: FPD001594 Rev B- 10-20-2022.pdf
Approve Consent Calendar Items as recommended by staff.

CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports
ADJOURNMENT:

A. Adjournment
Adjourn to the next Regular City Council Meeting on December 13, 2022, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.

9 City of Fontana
Action Report
Special City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1818 Agenda Date: 11/9/2022
Agenda #: A. Category: Workshop
Workshop
Wednesday, November 9, 2022
5:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 11/2/2022
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City of Fontana
Action Report
Special City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1844 Agenda Date: 11/9/2022
Agenda #: A. Category: Closed Session
Special Closed Session
Wednesday, November 9, 2022
6:00 P.M.

City Hall - Executive Conference Room
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 11/2/2022
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City of Fontana
Action Report
Special City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1826 Agenda Date: 11/9/2022
Agenda #: A. Category: Special Presentation
Special Presentation
Wednesday, November 9, 2022
7:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 11/2/2022
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City of Fontana
Action Report
Special City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1820 Agenda Date: 11/9/2022
Agenda #: A. Category: Consent Calendar
FROM:

City Clerk
SUBJECT:

Approval of Minutes
RECOMMENDATION:

Approve the minutes of the October 25, 2022, City Council meeting.

COUNCIL GOALS:
· Create and maintain a dynamic team by promoting stability and predictability by providing consistent policy direction.
· Create and maintain a dynamic team by communicating Goals and Objectives to all commissions and employees.

DISCUSSION:

The City Council will consider approval of the minutes of the October 25, 2022, Regular City Council meeting. The draft minutes are attached to this report for Council review and approval.

FISCAL IMPACT:

None.

MOTION:

Approve staff recommendation.

City of Fontana Page 1 of 1 Printed on 11/2/2022
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Tuesday, October 25, 2022
7:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Grover W. Taylor Council Chambers
City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
Minutes

14 CLOSED SESSION:

A. 6:00 P.M. CLOSED SESSION
The Closed Session meeting of the Fontana City Council was held on Tuesday, October 25, 2022, in the Executive Conference Room at 8353 Sierra Avenue, Fontana, CA 92335.

Mayor Warren called the meeting to order at 6:00 p.m., with all members of the City Council present.

During agenda review, Mayor Pro Tem Garcia noted that he'd like Consent Calendar Item 'M' to be pulled for staff report and questions, along with Council Member Cothran's request for Consent Calendar Item 'C' to be pulled for staff report and questions.

These items were taken during the Regular Meeting at 7:00 p.m.

PUBLIC COMMUNICATION - CLOSED SESSION:

A. Public Communications - Closed Session
There were no public communications received on the following Closed Session items:

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
(Government Code section 54956.9(d)(1))
David Moore/Andrew Anderson, et al. v. City of Fontana, et al., San Bernardino County Superior Court
Case No. CIVDS 1610471

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
(Government Code section 54956.9 (d)(2))
Potential Case: One Matter

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
(Government Code section 54956.9(d)(1))
Southern California Edison v. California State Board of Equalization et al., Orange County Superior Court
Case No. 30-2022-01258109-CU-MC-CJC

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code section 54956.8)
Property: APN # 0191-162-05, 0191-163-24, 0191-163-16,
0191-163-17, and 0191-163-26
City Negotiator: Phillip Burum, Deputy City Manager
Negotiating Party: Cushman & Wakefield
Under Negotiation: Price and Terms of Payment
CALL TO ORDER/ROLL CALL:

A. 7:00 P.M. Call To Order/Roll Call:

15 City Council Meeting Minutes October 25, 2022
The Regular meeting of the Fontana City Council was held on Tuesday, October 25, 2022, in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, CA 92335.

Mayor Warren called the meeting to order at 7:02 p.m.

ROLL CALL:

PRESENT: Mayor Warren, Mayor Pro Tem Garcia, Council Members Cothran, Roberts, and Sandoval.

ABSENT: None
City Clerk McClellan Key and City Treasurer Koehler-Brooks were also in attendance.

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

The invocation was led by Associate Pastor Ruben Galarza from City Connect Church, followed by the Pledge of Allegiance led by Mayor Pro Tem Garcia.

CLOSED SESSION ANNOUNCEMENT
City Attorney Duran noted that the Mayor and City Council met in Closed Session on the items listed on the agenda, provided direction to staff and took no reportable action.

PROCLAMATION:

A. Proclamation
A. 21-1785

16 City Council Meeting Minutes October 25, 2022

1. Mayor Warren and City Council to proclaim the week of October 23-29, as National Lead Poisoning Prevention Week (Department of Health Environmental Health Specialist, Waguih Boctor, to accept).

Specialist Boctor accepted the proclamation on behalf of San Bernardino County and encouraged residents to test their children for lead poisoning.

2. Mayor Warren and City Council to proclaim the month of November 2022 as National Epilepsy Awareness Month (Legacy Bridges Foundation, Inc.

Executive Director, Melanee A. Stovall, to accept).

Director Stovall accepted the proclamation on behalf of Legacy Bridges Foundation and highlighted resources and educational opportunities to learn more about the affects of epilepsy.

3. Mayor Warren and City Council to proclaim the month of October 2022 as National Community Planning Month (Planning Commission Chair Cathline Fort, and Director of Planning Patty Nevins to accept).

Chair Fort accepted the proclamation on behalf of the Planning Commission, recognizing the importance of this celebration for both the community and staff.

Director Nevins introduced a short video highlighting Planning Department staff.

4. Mayor Warren and City Council to proclaim the month of October 2022 as Cyber Security Awareness Month (Information Technology Manager Chris Beck to accept).

Manager Beck accepted the proclamation on behalf of the Innovation and Technology department and reminded the community to remain vigilant with their own cyber security.

SPECIAL PRESENTATIONS:

A. Special Presentations
A. 21-1786

17 City Council Meeting Minutes October 25, 2022

1. Mayor Warren and City Council to recognize Senior Planner Rina Leung as the 2022 Planning Department Employee of the Year (Director of Planning Patty Nevins to present).

Director Nevins recognized and congratulated Senior Planner Leung as Employee of the Year.

2. Mayor Warren and City Council to recognize Officer Samuel Saenz as the Fontana Police Department September 2022 Employee of the Month (Captain Burton to present).

With the assistance of Captain Burton, Mayor and Council recognized Officer Saenz as Employee of the Month.

PUBLIC COMMUNICATIONS:

A. Public Communications
The following individual spoke under public communications:

1. Miguel Espinoza spoke on concerns of the community.

2. Cheryl Bay spoke on concerns of increase in homeless population near residence and living situations at Sierra Village.

3. Maria Carrion spoke on concerns of housing and relocating business due to recent property sale.

4. Lucia Fernandez spoke on concerns of relocating business due to recent property sale.

5. Elizabeth Amezcua spoke on concerns of relocating business due to recent property sale.

6. Artina McIntosh highlighted community programs through Empowering Success Now.

7. Bobbi Jo Chavarria spoke on support of Indigenous People's day; support of 90-day moratorium on warehouses; commented on upcoming municipal election and campaign contributions.

8. Jasmine Cunningham spoke in opposition of Consent Calendar Item 'B'.

9. Matt Slowick commented on recent public comments received at past meetings.

Following public comment, Deputy City Manager Phil Burum commented on comments related to lease of properties.

CONSENT CALENDAR:

18 City Council Meeting Minutes October 25, 2022
The following items were pulled by the request of City Council.

Consent Calendar Item 'C' was pulled by Council Member Cothran for a brief staff report and questions of the City Council.

Monique Carter, Communications and Marketing Manager, and Deputy City Manager Phil Burum presented a staff report and answered questions of the City Council.

Council Member Cothran was concerned of the funds allocated at $3,000,000,000.

Consent Calendar Item 'M' was pulled by Mayor Pro Tem Garcia for a brief staff report and questions of the City Council.

Sid Lambert, Purchasing Manager, presented a staff report and answered questions of the City Council.

Mayor Pro Tem Garcia was concerned that the units would not be specialized for the specific locations assigned and wanted to ensure flexibility within the contract.

City Manager Matt Ballantyne identified that the bid package is an estimate and requested that Mayor and City Council amend the recommendation listed on the agenda to the following:

RECOMMENDATION:

1. Award bid (SP-19-PW-23) and authorize the City Manager to execute the Purchase Equipment Agreement for Portable Air Purifiers and Monitors to Alliance Building Solutions, Inc. of San Diego, California in the amount not to exceed $2,500,000.00.

2. Approve and authorize the City Manager to execute any future amendments to the Purchase Equipment Agreement (SP-19-PW-23).

Mayor and City Council identified the change in the recommendation will be included in the final motion.

Deputy City Manager Phil Burum noted for the record that Consent Calendar Item 'B' has a change prior to Council's final motion and adoption of the Ordinance. A staff memo was distributed to the Council and provided to the members of the public to remove language in the Ordinance related to sensitive receptors. Such change was read into the record and will be included in the final motion.

Council Member Sandoval noted prior to the motion that his vote on Consent Calendar Item 'B' is NO.

ACTION: Motion was moved by Council Member Roberts, seconded by Council Member Cothran, to approve Consent Calendar Items 'A-O'. The motion carried unanimously by a vote of 5-0, with the exception to Consent Calendar Item 'B' as a vote of 4-1 (Sandoval). The motion carried as follows: AYES: Warren, Garcia, Cothran, Roberts and Sandoval; NOES: None; ABSTAIN: None

19 City Council Meeting Minutes October 25, 2022
A. Approval of Minutes 21-1784
Approve the minutes of the October 11, 2022, City Council meeting.

B. Adoption of Ordinance No. 1906 (Second Reading) 21-1809 Second Reading / Adoption of Ordinance No. 1906, approving Master Case No. 22-110 and Municipal Code Amendment No. 22-007 amending Sections of Chapter 2, Chapter 25, Chapter 26, and Chapter 30 to remove the Development Advisory Board (DAB); amending Chapter 9 to revise the definition of “sensitive receptors”; amending Chapter 30 to exempt the City from certain zoning regulations for City owned, controlled, or leased properties or facilities; amending Chapter 30 to allow development projects over two acres to develop common open space; adding Article XV to Chapter 30 creating a No Net Loss density bonus/replacement program; and amending Section 30-489 and Table Nos. 30-489 and 30-453 to rename commercial cannabis to cannabis retail stores and reference special regulations for same; and making minor modifications to Chapter 33 related to phasing and authorization letters for permit applications.

This item was approved as amended.

C. Fontana Forward Grant Program - Fontana Eats 21-1672

1. Approve and authorize the City Manager to establish and implement the Fontana Grant program not to exceed $3,000,000.

2. Approve and authorize the use of funds in the amount of $3,000,000 in Fund 302 as part of the City’s American Rescue Plan Act (ARPA) Expenditure Plan.

3. Approve and authorize the recategorization of the allocated $3,000,000 Small Business Loan/Grant Program to Assistance to Households Grant Program as part of the City’s American Rescue Plan Act (ARPA) Expenditure Plan.

4. Approve Program Creation and Name of Fontana Eats
D. Adopt Local Roadway Safety Plan (LRSP) 21-1714
Adopt the City of Fontana Local Roadway Safety Plan (LRSP) and direct staff to use the Plan to guide future project planning and grant funding opportunities E. Approve a Professional Services Agreement for Geotechnical Engineering and Materials Testing Services for the City Hall Renovation Project - Phase I.
21-1765

1. Approve and authorize the City Manager to execute a Professional Services Agreement in a not to exceed amount of $165,854.00 with Ninyo & Moore Geotechnical and Environmental Sciences Consultants, Inc. for Geotechnical Engineering and Materials Testing Services for the City Hall Renovation Project - Phase I, Request for Proposals SQ-06-DE-23.

2. Approve and authorize the City Manager to execute any future amendments to the Professional Services Agreement.

F. 2023 Selective Traffic Enforcement Program Grant Award (STEP) PT23029
21-1775

20 City Council Meeting Minutes October 25, 2022

1. Accept the State of California Office of Traffic Safety (OTS) 2023 Selective Traffic Enforcement Program (STEP) Grant, number PT23029 in the amount of $327,000

2. Authorize the Chief of Police to sign the Standard Agreement and any Amendments between the Office of Traffic Safety and the Fontana Police Department

3. Approve the expenditure plan for the use of the funds to help offset the cost of personnel within the Police Department.

4. Approve to increase revenues and appropriation in the amount of $327,000 to fund #301
G. Authorize the City Engineer to Execute all Right-of-way Certifications
21-1777
Adopt Resolution No. 2022-126, Authorizing the City Engineer to Execute all Right-of-way Certifications.

H. Accept perimeter CFD Landscape improvements for Sierra Avenue & Segovia Lane for Tract No. 18944
21-1739
Accept perimeter CFD Landscaping improvements for Sierra Avenue & Segovia Lane for Tract No. 18944 and release the related Faithful Performance Bond
I. Approve a Construction Contract Amendment for the Construction of the Valley Boulevard/Kaiser Sewer Project Bid No.

SB-19-PW-22
21-1778
Approve and authorize the City Manager to increase the construction contract with GRBCON for the construction of the Valley Blvd/Kaiser Sewer Project (Bid No. SB-19-PW-22) in the amount of $160,317.15 for a total contract authorization of $937,737.75.

J. Authorize the Transition of PARS Alternate Retirement Services to Bencor
21-1773
Adopt Resolution No. 2022-127, of the City Council of the City of Fontana, Authorizing the Transition of the City of Fontana PARS Alternate Retirement System Plan from Public Agency Retirement Services to Bencor.

K. Police Department Monthly Information Update 21-1770 Accept the Police Department monthly information update for September 2022.

L. Purchase and Sale Agreement for 16708 Spring Street - Downtown Fontana Property
21-1804

1. Approve a Purchase and Sale Agreement for the purchase of a building and associated land located at 16708 Spring Street, east of Juniper in Downtown Fontana, more specifically described as APN #0191-161-02.

21 City Council Meeting Minutes October 25, 2022

2. Approve the budget adjustment in Fund 602 Capital Improvement increasing land acquisition expenses in the amount of $990,000 to be added in the Mid-Year Budget Report

3. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or agreement.

M. Award Bid for Air Purifiers for City Buildings 21-1726

1. Award bid (SP-19-PW-23) and authorize the City Manager to execute the Purchase Equipment Agreement for Portable Air Purifiers and Monitors to Alliance Building Solutions, Inc. of San Diego, California in the amount not to exceed $1,831,725.00.

2. Approve and authorize the City Manager to execute any future amendments to the Purchase Equipment Agreement (SP-19-PW-23).

FINAL (APPROVED) RECOMMENDATION:

1.Award bid (SP-19-PW-23) and authorize the City Manager to execute the Purchase Equipment Agreement for Portable Air Purifiers and Monitors to Alliance Building Solutions, Inc. of San Diego, California in the amount not to exceed $2,500,000.00.

2.Approve and authorize the City Manager to execute any future amendments to the Purchase Equipment Agreement (SP-19-PW-23).

This item was approved as amended.

N. Award bid for Security Services SP-92-CW-22 for City Facilities 21-1722

1. Award bid and authorize the City Manager to execute a contract with American Global Security of Riverside, CA for a two-year period for a total aggregate amount not to exceed $1.95 Million, including options to extend the contract for three (3) additional one(1) year increments at the City’s sole discretion.

2. Approve and authorize the City Manager to execute any future amendments to the contract.

O. Authorize the City Manager to Execute an Agreement to Apply for a Community Transportation Needs Assessment (CTNA) Voucher. 21-1808
Authorize the City Manager to execute an agreement with EVGIDE Inc. to provide technical services and assistance related to applying for the Clean Mobility Options Voucher Pilot Program - Community Transportation Assessment Needs (CTNA) Voucher.

PUBLIC HEARINGS:

A. Combined General Plan Amendments and Projects for the 3rd General Plan Cycle of 2022; Part No. 1 (Redesignation of 6th Cycle 21-1737

22 City Council Meeting Minutes October 25, 2022
Housing Element Properties), and Part No. 2 (Citrus Avenue Residential Development)
Prior to the start of this item, Council Member Cothran noted for the record that he'd like to abstain from this item due to a conflict of interest. Council Member Cothran left the dais at 8:16 p.m.

This Public Hearing item was presented in two parts.

Part One - 6th Cycle Housing Element Parcels
Mayor Warren opened the public hearing.

City Clerk McClellan Key noted for the record that no written correspondences were received.

Associate Planner Cecily Session-Goins provided the staff report and answered questions of the City Council.

The following individual spoke in opposition of this item:

1. Bobbi Jo Chavarria
Mayor Warren closed the public hearing.

Part Two - Citrus Avenue Residential Development
Mayor Warren opened the public hearing.

City Clerk McClellan Key noted for the record that no written correspondences were received.

Associate Planner Alex Rico provided the report and answered questions of the City Council.

Mayor Warren closed the public hearing, as there were no public comments in support or opposition of this item.

ACTION: Motion was made by Council Member Roberts, seconded by Mayor Pro Tem Garcia, and passed by a vote of 4-0-1 to approve Public Hearing Item 'A' as follows:

1.a Adopt Resolution No. 2022-128, (Part No. 1 of General Plan Amendment Cycle No. 3 of 2022,) a Resolution of the City Council of the City of Fontana, adopting an Addendum to the City of Fontana General Plan Environmental Impact Report (EIR) and Section 8.06 of the 2019 Local Guidelines for Implementing CEQA, approving General Plan Amendment No. 22-006 (Part

23 City Council Meeting Minutes October 25, 2022
No. 1 of General Plan Amendment Cycle No. 3 of 2022) amending the General Plan Land Use designation on one parcel of approximately 1.14 adjusted gross acres (APN: 0241-051-13) from General Commercial (C-G) to Multi-Family Medium High Density Residential (R-MFMH) and amending the General Plan Land Use designation on three parcels of approximately 3.06 adjusted gross acres (APN: 0241-051-02, -16 and -32) from Multi-Family Medium High Density Residential (R-MFMH) to General Commercial (C-G); and

1.b Read by title only and waive further reading of and introduce Ordinance No.1908, an Ordinance of the City Council of the City of Fontana, approving Zone Change No. 22-008 for an amendment to the Zoning Map changing the zoning designation of one parcel of approximately 1.14 adjusted gross acres (APN: 0241-051-13) from General Commercial (C-2) to Multi-Family Medium High Density Residential (R-4) and changing the zoning designation of three parcels of approximately 3.06 adjusted gross acres (APN: 0241-051-02, -16 and -32) from Multi-Family Medium High Density Residential (R-4) to General Commercial (C-2), and that the reading of the title constitutes the first reading thereof; and

2.a Adopt Resolution No. 2022-129, (Part No. 2 of General Plan Amendment Cycle No. 3 of 2022,) a Resolution of the City Council of the City of Fontana, adopting the Mitigated Negative Declaration pursuant to Section 15070 of the California Environmental Quality Act (CEQA) and Section 6.04 of the 2019 Local Guidelines for Implementing CEQA, approving General Plan Amendment No. 21-008 (Part No. 2 of General Plan Amendment cycle No. 3 of 2022) amending the General Plan Land Use designation on approximately 4.6 adjusted gross acres (APN: 0240-011-17) from General-Commercial (C-G) to Multi Family Residential (R-MF) and removing the site from the Fontana auto center overlay, approving Tentative Tract Map No. 20521 (TTM No. 21-007) to establish 68 attached multi-family residential condominium units and approving Design Review No. 21-043 for the development of 68 attached multi-family units with amenities, landscaping and parking; and

2.b Read by title only and waive further reading of and introduce Ordinance No. 1909, an ordinance of the City Council of the City of Fontana, approving Zone Code Amendment No. 21-0010 for changes to the Zoning District Map to change the zoning on one parcel (APN: 0240-011-17) from General Commercial (C-2) to Multi Family Residential (R-3), remove the parcel (APN:
0240-011-17) from the Fontana Auto Center Overlay and amend Section 30-639 Figure 1 of the Fontana Zoning Code to remove the project site from the Fontana Auto Center Overlay District and that the reading of the title constitutes the first reading thereof.

The motion carried by the following vote: AYES: Warren, Garcia, Roberts,

24 City Council Meeting Minutes October 25, 2022
and Sandoval; NOES: None; ABSTAIN: Cothran
Council Member Cothran returned to the dais at 8:33 p.m.

PUBLIC COMMUNICATIONS:

A. Public Communications
The following individual was inadvertently missed at the public comment portion of the meeting and taken at this time:

1. Ray Martinez commented on recent public comments received at past meetings and spoke on concerns of rising numbers in fentanyl deaths in youth.

PUBLIC HEARINGS:

B. Second Reading and Public Hearing for the Adoption of the 2022 Edition of the California Building Standards Code and
Corresponding Base Model Codes
21-1781
Mayor Warren opened the public hearing.

City Clerk McClellan Key noted for the record that no written correspondence was received on this item.

Building Official Jeffrey Baughman provided the staff report.

Mayor Warren closed the public hearing as there were no public communications received in support or opposition of this item.

ACTION: Motion was made by Council Member Cothran, seconded by Mayor Pro Tem Garcia, and passed unanimously by a vote of 5-0 to approve Public Hearing Item 'B' as follows:
(1) Determine that the adoption of the ordinance of the City of Fontana adding, amending and deleting certain articles, sections and subsections of Chapter 5 of the Code of the City of Fontana, California pertaining to the construction and maintenance of buildings, and adopting the 2022 Edition of the California Building Standards Code, known as the California Code of Regulations, Title 24, consisting of the California Building Code, Volumes 1 & 2, based on the 2021 International Building Code; the California Plumbing Code, based on the 2021 Uniform Plumbing Code; the California Electrical Code, based on the 2020 National Electrical Code; the California Mechanical Code, based on the 2021 Uniform Mechanical Code; the California Existing Building Code, based on the 2021 International Existing Building Code; the California Green Building Standards Code; the California Residential Code, based on the 2021 International Residential Code; and the 2021 Edition of the International Property Maintenance Code is exempt from further environmental review under Section 15061(b)

25 City Council Meeting Minutes October 25, 2022
(3) of the State CEQA guidelines, projects with no possibility of significant effects upon the environment, and direct staff to file a notice of exemption. (2) Waive further reading of and adopt Ordinance No. 1907, an ordinance of the City of Fontana adding, amending and deleting certain articles, sections and subsections of Chapter 5 of the Code of the City of Fontana, California pertaining to the construction and maintenance of buildings, and the 2022 Edition of the California Building Standards Code, known as the California Code of Regulations, Title 24, consisting of the California Building Code, Volumes 1 & 2, based on the 2021 International Building Code; the California Plumbing Code, based on the 2021 Uniform Plumbing Code; the California Electrical Code, based on the 2020 National Electrical Code; the California Mechanical Code, based on the 2021 Uniform Mechanical Code; the California Existing Building Code, based on the 2021 International Existing Building Code; the California Green Building Standards Code; the California Residential Code, based on the 2021 International Residential Code; and the 2021 Edition of the International Property Maintenance Code; and that the reading of the title constitute the first reading thereof.

The motion carried by the following vote: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None
NEW BUSINESS:

A. Fiscal Year 2022-23 First Quarter Budget Status Report 21-1793 Chief Financial Officer Jessica Brown provided the staff report and answered questions of the City Council.

City Manager Ballantyne noted for the record that there was an error in the staff report for Resolution No. 2022-132 regarding the salary for Senior Civil Engineer and Senior Traffic Engineer. The memo was distributed to the City Council and made available to the public.

Such amendment was noted that it will be included in the final motion.

ACTION: Motion was made by Council Member Roberts, seconded by Council Member Sandoval, and passed unanimously by a vote of 5-0 to approve New Business Item 'A' as follows:

1.Approve the recommended Fiscal Year 2022-23 First Quarter Budget Adjustments

2.Adopt Resolution No. 2022-130, of the City Council of the City of Fontana adopting new job descriptions and salary ranges for the following classifications:

26 City Council Meeting Minutes October 25, 2022
•Section 1. Director of Building & Safety at range EXE01 ($135,000/year - $188,958.39/year) and the updated Executive Group salary table. •Section 2. Deputy Finance Officer at range MC86 ($10,987.60/month - $13,357.07/month), Homeless Solutions Manager at range MC87 ($8,578.27/month - $10,429.47/month), Purchasing Manager at range MC88 ($7,735.87/month - $9,408.54/month), Revenue Operations Manager at range MC89 ($7 735.87/month - $9,408.54/month), Risk Manager at range MC90 ($9,597.47/month - $11,668.80/month) and the updated Management Confidential Group salary table.
•Section 3. Buyer I/II at ranges CH23 ($4,251.87/month - $5,172.27/month) and CH78 ($4,803.07/month - $5,841.34/month) respectively and the updated Teamsters Local 1932 City Hall Unit salary table.

3.Adopt Resolution No. 2022-131, of the City Council of the City of Fontana eliminating the classification of Building Official and adopting the updated Management Confidential salary table.

4.Adopt Resolution No. 2022-132, of the City Council of the City of Fontana adopting the updated salary range for classifications of Senior Civil Engineer at range MC55 ($9,212/month - $11,202.54/month) and Senior Traffic Engineer at range MC74 ($9,212/month - $11,202.54/month) and the updated Management Confidential salary table.

5.Adopt Resolution No. 2022-133, of the City Council of the City of Fontana adopting the updated salary table for Non-Classified, Part-time classification due to minimum wage order.

The motion carried by the following vote: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None
CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
No City Manager Communications were received.

ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports

27 City Council Meeting Minutes October 25, 2022
City Treasurer Koehler-Brooks thanked Chief Financial Officer Brown for the thorough report and sent condolences to the Finnayo family.

City Clerk McClellan Key congratulated the employees recognized and commented on City collaboration efforts for small businesses.

Council Member Sandoval had no report.

Council Member Roberts commented on fentanyl in youth; complimented the Police and Fire Department for their service; highlighted recent retirement of San Bernardino County Fire Bob Kittleman; proposed training center naming in honor of Kittleman.

Council Member Cothran seconded the discussion on having the item brought at a future date on naming a training center in honor of Kittleman.

Council Member Cothran made a family announcement in honor of the upcoming birth of his niece and highlighted upcoming community Halloween events.

Mayor Pro Tem Garcia highlighted the recognition of Planning month; and commented on the future plans of revitalizing the downtown district.

Mayor Warren commented on recent comments regarding collaboration with Water of Life Church.

Deputy City Manager Burum provided a brief report on what services Water of Life Church provides to the community, in partnership with the City.

Mayor Warren commented on the future plans for revitalizing the downtown district.

Deputy City Manager Burum provided a brief update on the plans for downtown and announced an upcoming workshop on this subject matter at a future meeting date.

Mayor Warren commented on upcoming projects and developments throughout the City; thanked Chair Fort for attending and presenting on behalf of the Commission for Planning Month; discussed homeless population and upcoming solutions; and highlighted recent community events.

ADJOURNMENT:

A. Adjournment

28 City Council Meeting Minutes October 25, 2022
A moment of silence was held prior to adjournment of the meeting in honor of Francisco Morales, Ray Jones, Manny Finnayo, and Jordan Smith.

Mayor Warren adjourned the meeting at 9:34 p.m. to the Special City Council Meeting on November 9, 2022, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.
________________________
Ashton R. Arocho, MMC
Deputy City Clerk

THE FOREGOING MINUTES WERE ADOPTED AND APPROVED AT THE SPECIAL MEETING OF THE FONTANA CITY COUNCIL ON NOVEMBER 9, 2022. ________________________
Germaine McClellan Key
City Clerk

29 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1816 Agenda Date: 11/9/2022
Agenda #: B. Category: Consent Calendar
FROM:

Administrative Services
SUBJECT:

Purchase and Sale Agreement for 16860 Arrow Blvd. - Downtown Fontana Property RECOMMENDATION:

1. Approve a Purchase & Sale Agreement for the purchase of a building and associated land located on the northeast corner of Arrow Blvd and Sierra Ave. in Downtown Fontana, more specifically described as APNs #0191-162-05, 0191-163-24, 0191-163-16, 0191-163-17, and 0191-163-26.

2. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or Purchase & Sale Agreement.

COUNCIL GOALS:
· Promote economic development by concentrating on job creation. · Promote economic development by pursuing business attraction, retention, and expansion.

DISCUSSION:

The City of Fontana will be undertaking an expansive and comprehensive revitalization of Downtown Fontana. The specific geographic area to be targeted includes Upland Ave to the North, Orange Avenue to the South, Mango Ave to the East and Juniper Ave to the West. A primary component of this revitalization effort will require the acquisition, demolition, replanning, and redevelopment of several key properties within the area. To facilitate the implementation of this revitalization, the City will be acquiring various properties in Downtown Fontana. Notwithstanding the fact that any structures that exist on parcels being acquired will be demolished and therefore have no future value, parcels are being acquired at market rate based on values attributable to their current use.

The subject property recently became available for acquisition. The approximately 45,500 square foot parcel includes a building of approximately 12,800 square feet.

The city and the seller’s brokers have reached agreement on a Purchase Agreement with the following proposed deal-points:
• The City of Fontana would acquire the property for the price of $2,900,000. • The City of Fontana and pay any/all escrow and title fees as appropriate. • Upon acceptance of our offer on the property the city will wire a 10% ($290,000) nonrefundable deposit to the seller.
• The City will have thirty days to perform any due diligence on the subject property, including completion of an environmental assessment and title review. • Following the due-diligence period the city will place the final contract on the next available Regular City Council meeting and within five days will complete all wire-transfers and documents City of Fontana Page 1 of 2 Printed on 11/3/2022
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File #: 21-1816 Agenda Date: 11/9/2022
Agenda #: B. Category: Consent Calendar
necessary for the close of escrow.

Approval of the Purchase Agreement and acquisition of the subject property will assist with the assemblage of various properties located in Downtown Fontana. That assemblage will facilitate the City’s vision and plans to dramatically revitalize the Downtown Community.

FISCAL IMPACT:

Monies are available for the purchase of these properties (real estate costs of approximately $2,900,000, plus escrow costs and appropriate fees estimated to be 5% or $150,000 for a total of $3,050,000) in Fund 602 - Capital Improvement. Appropriate paperwork will be submitted to the Budget Office with the Mid-Year Budget Status Report.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 11/3/2022
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Purchaser’s Initials ___________
Fontana CA6-115 1
151585442v4
151585442v4
Name of Property: Fontana CA6-115
Address: 16860 Arrow Blvd., Fontana, CA
92335
County and State: San Bernardino County,
California

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Seller”), and THE CITY OF FONTANA, a California municipal corporation (“Purchaser”).

In consideration of the mutual covenants herein contained, Seller and Purchaser agree as follows:

1. PURCHASE AND SALE

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following described property (herein called the “Property”):
(a) Land. That certain tract of land (the “Land”) more particularly described on Exhibit A, attached hereto and incorporated herein by reference together with all improvements, if any, located thereon;
(b) Easements. All easements, if any, benefiting the Land; (c) Rights and Appurtenances. All rights and appurtenances pertaining to the foregoing, if any, including any right, title and interest of Seller, if any, in and to adjacent streets, alleys or rights-of-way;
(d) Improvements. All improvements (the “Improvements”) in and on the Land; and (e) Tangible Personal Property. Subject to the provisions of Section 9.2 and Section 9.3 hereinafter, all of Seller’s right, title and interest in all appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements not removed by Seller by the Closing Date (the “Tangible Personal Property”).

2. PURCHASE PRICE

2.1 Purchase Price. The purchase price (the “Purchase Price”) for the Property shall be TWO MILLION, NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,900,000.00) and shall be paid by Purchaser to Seller at the Closing (as defined in Section 6.1). The Purchase Price shall be payable at Closing in United States currency as provided in Section 6.6(a) below. 32 Purchaser’s Initials ___________
Fontana CA6-115 2
151585442v4

3. EARNEST MONEY

3.1 Earnest Money. As soon as practicable after the date this fully executed Agreement has been delivered to Purchaser, Purchaser shall submit the fully executed Agreement to its City Council for approval (which City Council meetings customarily occur on the second and fourth Tuesdays of each calendar month) and, upon such approval, shall, within two (2) business days, in accordance with Section

10.1 of this Agreement, deliver to FIRST AMERICAN TITLE INSURANCE COMPANY (the “Escrow Agent”), as escrow agent, at 201 South College St., Suite 1440, Charlotte, NC 28244, Attn: Jarrett Hayes, 704.405.3209, [email protected], by cashier’s check at the address in Section 10.1 hereof or by wire transfer to such account as directed by Escrow Agent a deposit in an amount equal to ten percent (10%) of the Purchase Price in United States dollars (such amount, together with all interest, if any, earned thereon being referred to as the “Earnest Money”), together with an executed W-9 form if Purchaser desires to have Escrow Agent invest such Earnest Money in an interest bearing account. The Earnest Money shall be held in accordance with the Earnest Money Escrow Agreement Terms attached to this Agreement as Exhibit B. Seller shall have the option to declare a default and Terminate this Agreement if the Earnest Money and the executed W-9 form are not delivered to the Escrow Agent within such time. As used herein, “Terminate” and/or “Terminated” shall mean the termination of this Agreement, by Purchaser or Seller as applicable as expressly set forth in this Agreement, in which event thereafter neither party hereto shall thereafter have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives the termination of this Agreement. The Earnest Money shall be non-refundable for any reason, except Seller’s default, and is effectively option money to induce Seller to sell the Property to Purchaser in accordance with this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price.

4. CONDITIONS TO CLOSING

4.1 Title Commitment, Survey and Phase I.
(a) Prior to the execution of this Agreement, Seller has delivered or made available to Purchaser for Purchaser’s review, among other items, (i) a commitment for title insurance (the “Title Commitment”) for an Owner’s Policy of Title Insurance issued by First American Title Insurance Company (the “Title Company”); (ii) a survey of the Property (the “Survey”); and (iii) a Phase I environmental site assessment of the Property (“Phase I”). (b) Seller shall deliver to Purchaser within thirty (30) days after full execution of this Agreement for the Property, (i) if Purchaser desires to purchase an Owner’s Policy of Title Insurance and desires to incur further costs (beyond those set forth in Section 6.4) with respect thereto, an endorsement or its equivalent to the Title Commitment (the “Endorsement”), naming Purchaser as the insured and updating the effective date of the Title Commitment; and (ii) a Survey certified to Purchaser and updating the effective date of the Survey, if required by the Title Company, but only if Purchaser desires such update and desires to incur further costs (beyond those set forth in Section 6.4) with respect thereto, if any. Purchaser shall be required to accept title insurance from Seller’s Title Company and title agent, and by execution of this Agreement, Purchaser agrees that said title agent shall close the transaction contemplated by this Agreement. Seller shall not be obligated to cure or satisfy any new requirements and exceptions contained on the Endorsement or updated Title Commitment and shall not be obligated to cure any new matters disclosed by the Survey certified to Purchaser. 33 Purchaser’s Initials ___________
Fontana CA6-115 3
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(c) The conveyance of the Property shall be subject to certain Permitted Exceptions.

The term “Permitted Exceptions”, as used herein, shall mean (i) the title exceptions listed in Schedule B of the Title Commitment, (ii) any general exceptions and exclusions contained in the standard owner’s policy of the Title Company that are not deleted pursuant to the Owner’s Affidavit, and (iii) the exceptions listed on Exhibit C hereto. (d) Seller shall deliver to Purchaser within ten (10) days after full execution of this Agreement a copy of the Commercial Real Property Owner’s Guide to Earthquake Safety (including whether or not the Property is situated in a Special Study Zone as designated under the Alquist-Priolo Special Earthquake Studies Zone Act, which may subject construction or development of the Property to the findings of an acceptable geologic report).

4.2 Inspection. Upon forty-eight (48) hours prior request, Purchaser may inspect the Property at any reasonable time on or before thirty (30) days after the date of this Agreement for the purpose of conducting such investigations and inspections as Purchaser shall deem appropriate, including but not limited to obtaining geotechnical reports and obtaining building reports, but excluding any Phase II environmental site assessment without Seller’s express written consent, which may be withheld in Seller’s sole discretion (the "Inspection Period"). Purchaser acknowledges that the Property is comprised of banking centers and agrees that Purchaser must be accompanied by a representative of Seller when inspecting the Property and that certain inspections must occur after business hours.

Purchaser may Terminate this Agreement by notifying Seller in writing prior to the expiration of the Inspection Period, for any reason in Purchaser’s sole discretion, provided the Earnest Money shall not be refundable to Purchaser, and the Earnest Money shall be paid to Seller. In the event Purchaser does not give such notification to Seller in writing prior to the expiration of the Inspection Period, Purchaser shall be deemed conclusively to have waived its right to Terminate under this Section 4.2. Purchaser shall bear the cost of all such inspections and investigations of the Property. Purchaser shall be liable for all costs and expenses, and for damages or injury to any person or property resulting from any inspection, and Purchaser shall indemnify and hold harmless Seller from any liability, claims or expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees) resulting therefrom. The obligations of Purchaser set forth in this Section 4.2 shall survive Closing or the termination of this Agreement, as applicable.

4.3 Confidentiality. Except to the extent required under applicable law, including without limitation the California Public Records Act (Gov’t C. § 6250 et seq.) (“CPRA”), all information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of its review, including, without limitation, any environmental assessment or audit, shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of all such information. Purchaser will not, except with the express prior written consent of Seller, directly or indirectly, (a) disclose or permit the disclosure of any information to any person or entity, except persons who are bound to observe the terms hereof, or (b) use or permit the use of all information pertaining to the Property (1) in any way detrimental to the Seller or (2) for any purpose other than evaluating the contemplated purchase of the Property.

Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Purchaser set forth in this Section 4.3 shall survive the Closing or the termination of this Agreement, as applicable.

4.4 Termination. If this Agreement is Terminated for any reason, Purchaser shall, within ten (10) days of such termination, deliver to Seller copies of the Title Commitments, Surveys, and any 34 Purchaser’s Initials ___________
Fontana CA6-115 4
151585442v4
updates, all feasibility studies, engineering reports, environmental reports and all other information obtained by Purchaser with respect to the Property. The obligations of Purchaser set forth in this Section

4.4 shall survive termination of this Agreement.

5. NO REPRESENTATIONS OR WARRANTIES BY SELLER;
ACCEPTANCE OF PROPERTY; COVENANTS BY SELLER

5.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER

SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS

AGENTS SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW),

PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR

FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,

QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE

WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C)

THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH

PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY

OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY

APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,

MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR

MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,

STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR THE OPERATION THEREOF,

INCLUDING, BUT NOT LIMITED TO, ANY APPLIANCES, FIXTURES, EQUIPMENT,

MACHINERY, FURNITURE, VAULTS AND VAULT DOORS (IF ANY ARE SO LOCATED IN THE

PROPERTY), OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND

SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND

SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY

ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, CALIFORNIA HEALTH &

SAFETY CODE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES,

REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), MOLD OR MILDEW.

PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE

OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS

OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR

TO BE PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT

THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF

CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER

ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE

PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF

SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT

INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

SELLER AND ITS AGENTS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL

OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE 35 Purchaser’s Initials ___________
Fontana CA6-115 5
151585442v4

PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER

ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE

PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL

OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.1 SHALL SURVIVE THE CLOSING.

5.2 Hazardous Materials. “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) (“CERCLA”) or any regulations promulgated under or pursuant to CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.) (“RCRA”) or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass.

5.3 Environmental Requirements. Environmental Requirements shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

5.4 Environmental Risks. Purchaser acknowledges that there are, or may be, certain environmental issues and/or risks with respect to the Property.

5.5 Indemnity. Purchaser hereby expressly acknowledges that from and after the Closing, Purchaser shall be responsible and liable for the proper maintenance and handling of any and all Hazardous Materials, if any, located in or on the Property or in the Improvements in accordance with all Environmental Requirements, including the regulations at 40 C.F.R. Section 61 as authorized under the Clean Air Act and all regulations promulgated or to be promulgated under all other applicable local, state or federal laws, rules or regulations, as same may be amended from time to time. Furthermore, from and after Closing, except as outlined in this Section, Purchaser shall indemnify and hold Seller harmless from and against any and all claims, costs, damages or other liability, including but not limited to remediation costs and attorney’s fees, incurred by Seller as a result of any Hazardous Materials being located now or 36 Purchaser’s Initials ___________
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previously on the Property or in the Improvements or as a result of Purchaser’s failure to comply with the requirements of the law or this Section in connection with Purchaser’s proper maintenance and handling of any and all Hazardous Materials, if any, located in or on the Property or in the Improvements.

Specifically, Purchaser shall indemnify, defend, and hold harmless Seller against any and all claims resulting from the disturbance or release of asbestos containing materials caused by any renovation or demolition of the building located at 16860 Arrow Boulevard, Fontana, California. Notwithstanding the foregoing, Seller shall indemnify and hold Purchaser harmless from and against any and all claims, costs, damages or other liability, including but not limited to remediation costs and attorney’s fees, incurred by Purchaser as a result of Seller’s intentional release of Hazardous Materials onto the Property between the date of this Agreement or the date on which Purchaser or its Consultant performs a Phase I environmental assessment of the Property (whichever occurs later) and the Closing Date. The indemnifications outlined in this Section 5.5 shall survive the Closing of the transaction contemplated by this Agreement.

Furthermore, from and after Closing, Purchaser shall hold Seller harmless from and against any and all claims, costs, damages or other liability, including attorney’s fees, incurred by Seller as a result of any Hazardous Materials being located now or previously on the Property or in the Improvements except for those claims, costs, damages or other liability resulting from the gross negligence or willful misconduct of Seller, and hold harmless and indemnify Seller as a result of Purchaser’s failure to comply with the requirements of this Section in connection with Purchaser’s proper maintenance and handling of any and all Hazardous Materials, if any, located in or on the Property or in the Improvements. This Section 5.5 shall survive the Closing of this Agreement.

5.6 Release. Except for Seller’s obligations under Section 5.5 above, Purchaser, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits and forever discharges Seller, its officers, directors, shareholders, employees, agents, attorneys, brokers, property managers, representatives, and any other persons acting on behalf of Seller and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its heirs, successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property or the Improvements (including, but not limited to, any vault that may be located in the Property and the access and operation of any such vault and the door(s) thereof, including any keys or codes with respect thereto obtained by Purchaser) including, without limitation, any Hazardous Materials in, at, on, under or related to the Property or the Improvements, or any violation or potential violation of any Environmental Requirement applicable thereto. Notwithstanding anything to the contrary set forth herein, this Section shall survive the Closing or termination of this Agreement.

THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR

WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, WOULD MATERIALLY AFFECT PURCHASER’S RELEASE TO SELLER.

PURCHASER SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT

EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Seller’s initials ___________ Purchaser’s initials ___________ 37 Purchaser’s Initials ___________
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Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement.

5.7 Natural Hazard Disclosures. Purchaser hereby waives any obligation of Seller to deliver a report detailing the natural hazards affecting the Property prepared by an independent third party pursuant to California Civil Code Sec. 1102.4. Seller shall make the natural hazard disclosures pursuant to California Government Code Sections 8589.3, 8589.4 and 8589.5, and California Public Resources Code Sections 2621.9, 2694 and 4136.

6. CLOSING

6.1 Closing. The closing (the “Closing”) shall be held on a date determined by Seller (the “Closing Date”), which shall be the later of (i) if applicable, thirty (30) days after the banking center located on the Property has closed for business, if the banking center is operational on the Effective Date of this Agreement, or (ii) thirty (30) days after the expiration of the Inspection Period (the “Closing Deadline”), provided Seller shall have the right to extend the Closing Deadline for up to an additional thirty (30) days. The Closing shall be held in escrow by delivering all documents and the Purchase Price to the Escrow Agent, or its designee, on or before the Closing Deadline, unless the parties mutually agree upon another time or date.

6.2 Possession. Possession of the Property shall be delivered to Purchaser at the Closing, subject to the Permitted Exceptions.

6.3 Proration: Taxes. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows:
(a) All prorations of income, expense and taxes shall be made as of midnight of the day prior to the Closing. Taxes shall be prorated based upon the maximum allowable discount and other applicable exemptions. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation based upon the maximum allowable discount and other applicable exemptions. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree that there shall be no post-closing adjustment of the tax proration. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Purchaser shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date. (b) The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing.

6.4 Closing Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the Deed (as defined in Section 6.5 (a) below), any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the 38 Purchaser’s Initials ___________
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Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (a) the Title Commitment and any search fees, the Survey, and the Phase I, which costs are, as of the date hereof, $335.00 for the costs of the initial Title Commitment, $4,350.00 for the costs of the initial Survey, and $1,900.00 for the costs of the initial Phase I, and which costs for Survey and Phase I are in accordance with the rates negotiated by Seller with the vendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8 below, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees.

Purchaser shall pay the cost of any escrow fees, closing fees, and any fees to prepare the Closing Statement (as defined in Section 6.5 (f) below) charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, as applicable, where the Property is located.

6.5 Seller’s Obligations at the Closing. At the Closing, Seller shall deliver to Escrow Agent, or its designee, each of the following documents but in no event earlier than the delivery to Seller of all of the proceeds of sale of the Property by wire transfer or immediately available U.S. funds:
(a) Deeds. A Special Warranty Deed in the form approved for or otherwise customarily used for conveyances in the recording district in which the Property is situated (the “Deed”) properly executed by Seller for recording and conveying the Property and the Improvements located thereon to Purchaser subject to no exceptions other than the Permitted Exceptions.
(b) Evidence of Authority. Copy of such documents and resolutions as may be acceptable to the Title Company, so as to evidence the authority of the person signing the Deed and other documents to be executed by Seller at the Closing. (c) Foreign Person. An affidavit of Seller certifying that Seller is not a “foreign person”, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended.
(d) Owner’s Affidavits. An executed affidavit or other document for the Property acceptable to the Title Company in issuing the Owner’s Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession, and insuring the “gap.”
(e) Bill of Sale and Assignment. Bill of Sale and Assignment for the Property (the “Bill of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D. 39 Purchaser’s Initials ___________
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(f) Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. (the “Closing Statement”).
(g) California Form 593-C. A properly executed California Form 593-C or other evidence sufficient to establish that Purchaser is not required to withhold any portion of the Purchase Price pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code.
(h) Other Documentation. Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement, provided Seller shall not be required to cure any title objections.

6.6 Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following:
(a) Purchase Price. The Purchase Price by wire transfer of immediately available U.S. fund.
(b) Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Purchaser for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Purchaser in connection with Closing. (c) Bill of Sale and Assignment. Bill of Sale and Assignment for the Property (the “Bill of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D. (d) Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. (the “Closing Statement”). (e) California Filing. A properly executed Preliminary Change of Ownership Report. (f) Other Documentation. Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement, including without limitation the Closing Statement.

7. RISK OF LOSS

7.1 Condemnation. If, after the date of this Agreement and prior to the Closing, action is initiated to take the Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may either (a) Terminate this Agreement, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Purchaser at the Closing. If, prior to the date of this Agreement, an action has been initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, any award made by the condemning authority shall be paid to Seller and the portion of the Property with a proportionate reduction in the Purchase Price. 40 Purchaser’s Initials ___________
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7.2 Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated.

If the Property and its Improvements suffer any damage in excess of $100,000.00 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Purchaser may either (a) Terminate this Agreement, or (b) consummate the Closing, in which latter event the proceeds of any insurance not exceeding the Purchase Price and covering such damage shall be assigned to Purchaser at the Closing. If the Property and its Improvements suffer any damage less than or equal to $100,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage at the Closing.

8. DEFAULT

8.1 Default by Purchaser. The parties acknowledge that in the event of a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the Earnest Money has been agreed upon, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) business days after the date of written notice (which written notice shall detail such failure), Seller shall be entitled to Terminate this Agreement by written notice to Purchaser of such termination and the Earnest Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of such written notice of termination, as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be a limitation upon any obligation of the Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser set forth in this Section 8.1 shall survive the termination of this Agreement.

IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE

TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY

REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT

WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE

PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE

CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED

DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO

RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION

PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY

AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER

WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE

THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE

FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT 41 Purchaser’s Initials ___________
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INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.

SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.

UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO

HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER

PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE

OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER.

Seller’s initials ___________ Purchaser’s initials ___________

8.2 Default by Seller. The parties acknowledge that in the event of a default by Seller, Purchaser’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the Earnest Money, together with (a) all interest earned thereon and (b) the sum of $5,000.00 has been agreed upon, as the parties’ reasonable estimate of Purchaser’s damages, and should Seller default, and should any such default continue for five (5) business days after the date of written notice (which written notice shall detail such default), Purchaser shall be entitled to Terminate this Agreement by written notice to Seller of such termination and the Earnest Money deposited hereunder by Purchaser, together with the sums listed in (a) and (b) above, shall be returned to Purchaser and such shall be Purchaser’s sole and exclusive remedy at law or in equity for any default by Seller under this Agreement.

8.3 Return/Delivery of Earnest Money. In the event the Earnest Money is returned to the Purchaser, as provided in Section 8.2 above, or delivered to the Seller, as provided in Section 8.1 above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specified in Section 4.2, Section

4.3, Section 4.4 and Section 10.2 hereof.

Nothing set forth herein shall release Purchaser from its obligations and indemnifications set forth in Section 4.2, Section 4.3, Section 4.4, and Section 10.2 of this Agreement.

9. FUTURE OPERATIONS

9.1 Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will (a) maintain the Property in a manner consistent with Seller’s past practices with respect to the Property, and (b) promptly advise Purchaser of any litigation, arbitration or administrative hearing condemnation or damage or destruction concerning the Property arising or threatened of which Seller has written notice.

9.2 Trade Fixtures and Equipment. Purchaser acknowledges that Seller is currently operating a banking facility on the Property. Seller shall be entitled, at Seller’s option, to remove from the Property all trade fixtures, equipment, ATMs, furniture, furnishings, artwork, appliances, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller’s business that may be situated upon the Property (including, without limitation, all safes, vaults, vault doors, signage, pylons, alarms and security equipment, auxiliary generators, cubicles and removable 42 Purchaser’s Initials ___________
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partitions, computers and computer-related equipment, telecommunication equipment, halon systems, draperies, and decorations), and such items removed by Seller shall be excluded from the Improvements and Tangible Personal Property to be conveyed hereunder and shall remain the property of Seller. Seller shall have no obligation to repair any damage to the Property caused by the removal of such items, and Purchaser shall accept the Property in its then-existing condition at Closing.

9.3 Customer Information. Notwithstanding anything contained in this Agreement to the contrary, no computer servers, desktop stations, laptops, files, documents, records or other personal property which could reasonably be expected to contain customer information, proprietary information or other confidential information (collectively, the “Protected Items”) shall become the property of or shall be disposed of by Purchaser. In the event any Protected Items remain on the Property after Closing, Purchaser shall notify Seller immediately and shall promptly provide access during normal business hours for Seller to retrieve said items; it being acknowledged by both Purchaser and Seller that such items may contain sensitive, confidential and/or proprietary information which is subject to federal and/or state regulations as to ownership, possession, storage, disposal, removal or other handling. Further, Purchaser shall not make any copies of the information contained in the Protected Items, nor display or disseminate the Protected Items or the information contained therein to any third parties. Purchaser agrees that it will not contact any media outlet or other third party to publicize any Protected Items left on the Property.

Upon request, Purchaser shall execute a certificate in a form prepared and provided by the Seller, attesting under penalty of perjury to the foregoing. This provision shall survive Closing.

10. MISCELLANEOUS

10.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i) personally delivered to the intended recipient; (ii) three (3) business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the party to whom the notice was given; or (iv) at noon of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation or UPS, addressed to such party at the address specified below. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal. For purposes of this Section 10.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed):

IF TO SELLER: Bank of America, National Association
Real Estate Services
Two Smith St.

Mail Code MA6-152-02-01
Wakefield, MA 01880
Attention: Kathleen M. Luongo (CA6-115)
Telephone: 781.756.4818
Email: [email protected]
WITH A COPY TO: Katten Muchin Rosenman LLP
550 South Tryon St. – Suite 2900
Charlotte, NC 28202-4213
43 Purchaser’s Initials ___________
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Attention: Jennifer Dunbar
Telephone: 704.344.3077
Email: [email protected]
IF TO PURCHASER: City of Fontana
8353 Sierra Ave.

Fontana, CA 92335
Attn: City Manager
Telephone: (909) 350-7600
Email: ____________________
WITH A COPY TO: Ruben Duran, Esq.

City Attorney
Best, Best & Krieger, LLP
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Telephone: (909) 989-8584
Fax: (909) 944-1441
Email: ____________________

IF TO ESCROW AGENT/
TITLE COMPANY: First American Title Insurance Company
201 South College St., Suite 1440
Charlotte, NC 28244
Attn: Jarrett Hayes
Telephone: 704.405.3209
Email: [email protected]

10.2 Real Estate Commissions. Seller agrees to pay Cushman & Wakefield (“Broker”), upon the closing of the transaction contemplated hereby, and not otherwise, a cash commission in accordance with a separate agreement between Seller and Broker. Purchaser agrees to pay any commission due Purchaser’s broker, if applicable. Purchaser acknowledges that Seller has no obligations, either express or implied, to Purchaser’s broker and that this Agreement shall not create any privity of contract between Seller and Purchaser’s broker.

As used herein, “Acquisition Fees” shall mean all fees paid to any person or entity in connection with the selection and purchase of the Property including real estate commissions, selection fees, nonrecurring management and startup fees, development fees or any other fee of similar nature. Seller and Purchaser each hereby agree to indemnify and hold harmless the other from and against any and all claims for Acquisition Fees or similar charges with respect to this transaction, arising by, through or under the indemnifying party, and each further agrees to indemnify and hold harmless the other from any loss or damage resulting from an inaccuracy in the representations contained in this Section 10.2. This indemnification agreement of the parties shall survive the Closing.

10.3 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set 44 Purchaser’s Initials ___________
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forth herein, as this Agreement supersedes all prior negotiations or agreements between Seller and Purchaser with respect to the subject matter hereof, including, but not limited to, any term sheet, letter of intent, or other communication.

10.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby.

10.5 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.

10.6 Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the state in which the Property is located, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

10.7 Governing Law. This Agreement shall be governed by the laws of the State in which the Property is located and the laws of the United States pertaining to transactions in such State. For any controversy hereunder, the parties shall submit to the venue of a court of competent jurisdiction in the county in which the Property is located. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one (1) of the parties hereto.

10.8 Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Purchaser shall not assign Purchaser’s rights under this Agreement without the prior written consent of Seller, which may be denied in Seller’s sole discretion. In the event any assignment of rights is approved and the Property is conveyed to an assignee of Purchaser, such assignment and conveyance shall not alter, impair or relieve either Purchaser or such assignee from the waivers, acknowledgments, assumptions and agreements of Purchaser set forth herein, all of which are binding upon the assignee of Purchaser, and all of which are expressly assumed by such assignee as among the obligations and liabilities which survive the Closing by the closing of the transaction and acceptance of the Deed.

10.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement.

10.10 Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys’ fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings.
45 Purchaser’s Initials ___________
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10.11 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged.

10.12 Date of this Agreement. As used in this Agreement, the terms “date of this Agreement”, “Effective Date”, or “date hereof” shall mean and refer to the date on which Seller executes this Agreement.

10.13 Exhibits. The following exhibits are attached to this Agreement and are incorporated into this Agreement and made a part hereof:
(a) Exhibit A, the Land;
(b) Exhibit B, the Earnest Money Escrow Agreement Terms; (c) Exhibit C, the Permitted Exceptions; and
(d) Exhibit D, the Bill of Sale.

10.14 Authority. Each party hereto represents and warrants to the other that the execution of this Agreement and any other documents required or necessary to be executed pursuant to the provisions hereof are valid, binding obligations and are enforceable in accordance with their terms.

10.15 Recordation; Publicity. Neither this Agreement nor any memorandum or other summary of this Agreement shall be placed of public record under any circumstances except with the prior written consent of the Seller and the Purchaser. In addition, from and after the effective date of this Agreement, whether this Agreement is closed or Terminated, neither Purchaser nor Seller shall make or permit to be made any public announcements or press releases concerning the existence of this Agreement, the terms of the purchase of the Property or any other information concerning this Agreement or the transaction contemplated herein, without the prior written consent of Seller and Purchaser.

10.16 Confidentiality. The terms of this Agreement shall remain confidential, except (i) to the extent disclosure is required by the Federal Reserve or other governmental authorities or required in order to close the transactions contemplated in this Agreement or (ii) to the extent required under applicable law, including without limitation the California Public Records Act (Gov’t C. § 6250 et seq.) (“CPRA”).

From and after the date of this Agreement, except with the prior written consent of the other party, neither Purchaser nor Seller shall prior to Closing make or permit to be made any public announcements or press releases concerning this Agreement, the terms of the purchase of the Property or any other information concerning this Agreement or the transaction contemplated herein. After the Closing, the parties will agree on the information contained in any press release or announcement as to the Closing of the transaction contemplated by this Agreement. This provision shall survive the Closing of this Agreement.

10.17 Section 1031 Exchange. Either Seller or Purchaser shall have the right to treat this Property as part of a tax-deferred like-kind exchange under Section 1031 of the Internal Revenue Code and, to that end, shall have the right to assign or otherwise alter this Agreement in order to accomplish that objective, provided the net economic effect (including the date of Closing and the exposure of the parties to liability) shall be essentially the same as under this original Agreement.

10.18 Digital Image; Facsimile Execution. A facsimile, digital or electronic copy (such as a pdf or other computer image) of this Agreement or any of the documents to be delivered at Closing under 46 Purchaser’s Initials ___________
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Section 6.5 and 6.6, and any signatures thereon, shall be considered for all purposes as originals when delivered and shall be valid and effective to bind the party so signing when delivered and released by the party so signing. The parties agree to accept a digital image of this Agreement or any of the documents to be delivered at Closing under Section 6.5 and 6.6, as executed, as a true and correct original and admissible as best evidence for the purposes of State law, Federal Rule of Evidence 1002, and like statutes and regulations, and to the extent permitted by a court with proper jurisdiction. Notwithstanding the foregoing, originals of the Deed and any local filings related thereto that are required to be recorded or filed as original signed copies shall be delivered in accordance with Article 6.

10.19 Economic Sanctions Compliance. Purchaser represents that neither Purchaser nor any of its subsidiaries or, to the knowledge of the Purchaser, any director, officer, employee, agent, affiliate or representative of the Purchaser is an individual or entity (“Person”) currently the subject of any sanctions administered or enforced by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), nor is Purchaser located, organized or resident in a country or territory that is the subject of Sanctions; and Purchaser represents and covenants that it has not knowingly engaged in, is not now knowingly engaged in, and shall not engage in, any dealings or transactions with any Person, or in any country or territory, that is the subject of Sanctions.

10.20 Employee and Insiders Representation. If Purchaser is or includes an individual person, Purchaser represents and warrants that it is not an employee or a spouse, domestic partner or dependent child of an employee of Seller and that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser. If Purchaser is or includes an entity (such as a limited liability company, partnership, corporation), Purchaser represents and warrants that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser. If Purchaser is or includes a trust, Purchaser represents and warrants that neither Purchaser nor any trustee or beneficiary of Purchaser is an employee or spouse, domestic partner or dependent child of an employee of Seller and that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser. Without limiting the foregoing, the Prohibition on the Purchase of Property by Bank of America Employees and Insiders Policy (“Policy”) prohibits Bank of America employees and their spouses or domestic partners or dependent children that live with the employee, or any other person residing in the household who derives his or her primary means of financial support from the employee (herein, referred to as “Household Members”) from purchasing Bank Controlled Properties (as defined in the Policy). The prohibition applies as well to directors, executive officers and any principal shareholders of Bank of America (together referred to as “Insiders” and defined further in the Regulation O policy). Per Regulation O, Insiders are further defined as a Director, Regulation O Executive Officer, or a Related Interest (as defined in the Policy) of Bank of America, National Association. Related Interests are further defined as a company, partnership, or other legal entity that is controlled by an Insider, or a political or campaign committee that is controlled by or that benefits that Insider. Control is defined generally as the ability to vote twenty-five percent (25%) or more of any class of voting securities of an entity, the ability to control the election of a majority of the directors of an entity, or the ability to exercise a controlling influence over the management or policies of an entity. Purchaser represents and warrants that the transaction contemplated by this Agreement does not violate the Policy.

10.21 Attorney Consultation. Purchaser acknowledges and agrees that it has either (a) executed and delivered this Agreement only after review by, and consultation with, an attorney selected by Purchaser, in order to allow Purchaser to be advised of the meaning and appropriateness of any of the terms of this Agreement, or (b) waived the right for such review and consultation, as Purchaser has 47 Purchaser’s Initials ___________
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determined that the terms of this Agreement are appropriate or that review by an attorney is not necessary for Purchaser to proceed in accordance herewith.

10.22 Dispute Resolution. Seller and Purchaser agree that any action or proceeding by either of them against the other arising out of or in connection with this Agreement shall, upon the motion of either party, be submitted to arbitration. The parties shall cooperate in good faith to ensure that all necessary and appropriate parties are included in the arbitration. The arbitrator shall have the authority to try all issues, whether of fact or law, and to report a statement of decision to the court. To the extent not inconsistent with State law, Seller and Purchaser shall use the procedures for arbitration and judicial reference, if any, adopted by Judicial Arbitration and Mediation Services/Endispute (“JAMS”), as relevant, to supplement any applicable State statutes, provided that the following rules and procedures shall apply in all cases unless the parties agree otherwise:
(a) The proceedings shall be heard in the City of Los Angeles, California; (b) Unless the parties agree otherwise, JAMS shall provide a list of three (3) reputable arbitrators experienced in arbitrating commercial disputes to the parties who may each strike one (1) from the list, and the parties shall consent to appointment of the remaining person as the arbitrator. If JAMS is no longer in existence or unwilling to arbitrate the matter, then the American Arbitration Association shall provide said list. If neither is willing or able to arbitrate the matter, then the trial court shall appoint the arbitrator;
(c) Any dispute regarding the selection of the arbitrator shall be resolved by JAMS or the entity providing the reference services; or if no entity is involved, by the court with appropriate jurisdiction; (d) The arbitrator may require one (1) or more pre-hearing conferences; (e) The parties shall be entitled to discovery as allowed by state law. The arbitrator shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge; (f) A stenographic record of the arbitration may be made, provided that the record shall remain confidential except as may be necessary for post-hearing motions and any appeals; (g) The arbitrator’s statement of decision shall contain findings of fact and conclusions of law to the extent applicable; and
(h) The arbitrator shall have the authority to rule on all post-hearing motions in the same manner as a trial judge.

The statement of decision of the arbitrator upon all of the issues considered by the arbitrator shall be binding upon the parties, and upon filing of the statement of decision with the clerk of the court, or with the judge where there is no clerk, judgment may be entered thereon. The decision of the arbitrator shall be appealable as if rendered by the court. This provision shall in no way be construed to limit any valid cause of action which may be brought by any of the parties. 48 Purchaser’s Initials ___________
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BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND

UNDERSTAND THE FOREGOING AND ACCEPT THAT BY CHOOSING ARBITRATION THEY ARE GIVING UP THE RIGHT TO A JURY TRIAL.

Seller’s initials ___________ Purchaser’s initials ___________

IN ANY ACTION OR PROCEEDING ARISING HEREFROM, SELLER AND PURCHASER

HEREBY CONSENT TO (A) SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION,

THE JURISDICTION OF ANY COMPETENT COURT IN THE STATE OF CALIFORNIA, AND (B) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW. THE

PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION, TERMINATION OR CLOSING OF THIS AGREEMENT.
(SIGNATURES FOLLOW ON NEXT PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by persons duly empowered to bind the parties to perform their respective obligations hereunder the day and year set forth beside their respective signatures.

DATE OF EXECUTION
BY SELLER:
__________________, 202__
SELLER:

BANK OF AMERICA, NATIONAL
ASSOCIATION, a national banking
association
By:

Name: Kathleen M. Luongo
Title: Vice President
Date:

DATE OF EXECUTION
BY PURCHASER:
__________________, 202__
PURCHASER:

CITY OF FONTANA, a California
municipal corporation
By: ___________________________
Name: Matthew C. Ballantyne
Title: City Manager
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ACKNOWLEDGMENT AND AGREEMENT BY THE ESCROW AGENT
The undersigned joins in execution of this Agreement for the purpose of acknowledging and agreeing to the terms and provisions of this Agreement relative to the obligations of Escrow Agent hereunder, including, without limitation, the Earnest Money Escrow Agreement Terms attached to this Agreement as Exhibit B.

Escrow Agent has not, as of the date hereof, received the Earnest Money, but on receipt thereof shall (a) hold the Earnest Money in accordance with this Agreement and the Earnest Money Escrow Agreement Terms attached to this Agreement as Exhibit B, and (b) issue a notice of its receipt of the Earnest Money to Purchaser and Seller by email to the addresses noted herein.

DATE OF EXECUTION
BY ESCROW AGENT:
__________________, 202__
ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE COMPANY
By: ________________________________
Name: __________________________
Title: ___________________________
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ACKNOWLEDGMENT AND AGREEMENT BY PURCHASER’S BROKER
The undersigned joins in execution of this Agreement for the purpose of representing and warranting to Purchaser and Seller that the undersigned (i) is a duly licensed real estate broker under the real estate licensing act(s) of the State in which the Property is located and any applicable regulations, (ii) is duly authorized to earn and receive a commission in connection with the transaction evidenced by this Agreement, and (iii) acknowledges and agrees to the terms and provisions of Section 10.2 hereof, including, without limitation, the entitlement to commission only accruing upon a final closing of the transaction. The undersigned shall indemnify and hold Purchaser and Seller harmless from any loss, liability, damage, cost or expense (including attorneys’ fees) resulting by reason of a breach of the representations and warranties made herein.

DATE OF EXECUTION
BY PURCHASER’S BROKER:
__________________, 202__
PURCHASER’S BROKER:

PROGRESSIVE REAL ESTATE PARTNERS
By: ________________________________
Name: __________________________
Title: ___________________________
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EXHIBIT A
LAND
Legal Description for the Land to be verified by title commitment and survey Being that property situated in the City of Fontana, County of Bernardino, State of California, and is described as follows:

Lots 6 to 10 and 16 to 20, all of Block 21 of Fontana Townsite, in the City of Fontana, County of San Bernardino, State of California, as per Map Recorded in Book 19, Page 53 of Maps of the Office of the County Recorder of said County.

Address: 16860 Arrow Boulevard, Fontana, CA 92335
San Bernardino County Tax Parcel APNs:

Lot 6 – APN 0191-163-05
Lots 7 to 10 – APN 0191-163-24
Lot 16 – APN 0191-163-16
Lot 17 – APN 0191-163-17
Lots 18 to 20 – APN 0191-163-26
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EXHIBIT B

EARNEST MONEY ESCROW AGREEMENT TERMS
These Earnest Money Escrow Agreement Terms are made by and among the Seller, Purchaser, and Escrow Agent referenced in the Purchase and Sale Agreement (the “Agreement”).

RECITALS
Seller and Purchaser have entered into the Agreement concerning Property referenced in the Agreement.

In connection with the Agreement, Seller and Purchaser have requested Escrow Agent to receive funds to be held in escrow and applied in accordance with the terms and conditions of this Escrow Agreement.

NOW THEREFORE, in consideration of the above recitals, the mutual promises set forth herein and other good and valuable consideration, the parties agree as follows:

1. ESCROW AGENT. First American Title Insurance Company hereby agrees to act as Escrow Agent in accordance with the terms and conditions hereof.

2. INITIAL DEPOSIT/ADDITIONAL DEPOSITS. Escrow Agent shall receive an initial deposit in the amount set forth in Section 3.1 of the Agreement. Any additional amounts deposited with Escrow Agent shall be added to the initial deposit and together with the initial deposit and all interest and other earnings thereon shall be referred to herein collectively as the “Escrow Fund”.

3. DEPOSITS OF FUNDS. All checks, money orders or drafts will be processed for collection in the normal course of business. Escrow Agent may initially deposit such funds in its custodial or escrow accounts which may result in the funds being commingled with escrow funds of others for a time; however, as soon as the Escrow Fund has been credited as collected funds to Escrow Agent’s account, then Escrow Agent shall immediately deposit the Escrow Fund into an interest bearing account with any reputable trust company, bank, savings bank, savings association, or other financial services entity approved by Seller and Purchaser, not to be unreasonably withheld. Deposits held by Escrow Agent shall be subject to the provisions of applicable state statutes governing unclaimed property. Seller and Purchaser will execute the appropriate Internal Revenue Service documentation for the giving of taxpayer identification information relating to this account. Seller and Purchaser do hereby certify that each is aware the Federal Deposit Insurance Corporation coverages apply to a maximum amount of $250,000.00 per depositor. Further, Seller and Purchaser understand that Escrow Agent assumes no responsibility for, nor will Seller or Purchaser hold same liable for any loss occurring which arises from a situation or event under the Federal Deposit Insurance Corporation coverages.

3.1. All interest will accrue to and be reported to the Internal Revenue Service for the account of Purchaser, at the address set forth in Section 10.1 of the Agreement, Tax Identification No: ___________.

3.2. Escrow Agent shall not be responsible for any penalties, or loss of principal or interest, or any delays in the withdrawal of the funds which may be imposed by the depository institution as a result of the making or redeeming of the investment pursuant to Seller and Purchaser instructions.
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4. DISBURSEMENT OF ESCROW FUND. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Purchaser. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released. If Escrow Agent receives a notice from Seller or Purchaser that the Agreement has been Terminated other than pursuant to Section 8.2 of the Agreement on account of Seller’s default, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller. Escrow Agent shall release the Escrow Fund to Seller without the consent of Purchaser or notice to Purchaser.

5. DEFAULT AND/OR DISPUTES. In the event any party to the transaction underlying this Agreement shall tender any performance after the time when such performance was due, Escrow Agent may proceed under this Agreement unless one of the parties to this Agreement shall give to the Escrow Agent written direction to stop further performance of the Escrow Agent’s functions hereunder. In the event written notice of default or dispute is given to the Escrow Agent by any party, or if Escrow Agent receives contrary written instructions from any party, the Escrow Agent will promptly notify all parties of such notice. Thereafter, Escrow Agent will decline to disburse funds or to deliver any instrument or otherwise continue to perform its escrow functions, except upon receipt of a mutual written agreement of the parties or upon an appropriate order of court. In the event of a dispute, the Escrow Agent is authorized to deposit the escrow into a court of competent jurisdiction for a determination as to the proper disposition of said funds. In the event that the funds are deposited in court, the Escrow Agent shall be entitled to file a claim in the proceeding for its costs and counsel fees, if any. Notwithstanding the foregoing, if Escrow Agent receives a notice from Seller that the Agreement has been Terminated based on Purchaser’s default, in accordance with Section 8.1 of the Agreement, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller without the consent of Purchaser or notice to Purchaser. Likewise, if Escrow Agent receives a notice from Purchaser that the Agreement has been Terminated based on Seller’s default, in accordance with Section 8.2 of the Agreement, Escrow Agent shall immediately deliver all of the Escrow Fund to Purchaser without the consent of Seller or notice to Seller.

6. PERFORMANCE OF DUTIES. In performing any of its duties under this Agreement, or upon the claimed failure to perform its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may occur as a result of Escrow Agent so acting, or failing to act; provided, however, Escrow Agent shall be liable for damages arising out of its willful default or gross negligence under this Agreement. Accordingly, Escrow Agent shall not incur any such liability with respect to (i) any good faith act or omission upon advice of counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent hereunder, or (ii) any good faith act or omission in reliance upon any document, including any written notice or instructions provided for in the Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the proper person or persons and to conform with the provisions of this Agreement.

7. LIMITATIONS OF LIABILITY. Escrow Agent shall not be liable for any loss or damage resulting from the following:

7.1. The effect of the transaction underlying this Agreement including without limitation, any defect in the title to the real estate, any failure or delay in the surrender of possession of the property, 55 Purchaser’s Initials ___________
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the rights or obligations of any party in possession of the property, the financial status or insolvency of any other party, and/or any misrepresentation of fact made by any other party;

7.2. The default, error, act or failure to act by any other party to the escrow;

7.3. Any loss, loss of value or impairment of funds which have been deposited in escrow while those funds are in the course of collection or while those funds are on deposit in a depository institution if such loss or loss of value or impairment results from the failure, insolvency or suspension of a depository institution;

7.4. Any defects or conditions of title to any property that is the subject of this escrow provided, however, that this limitation of liability shall not affect the liability of First American Title Insurance Company under any title insurance policy which it has issued or may issue. NOTE:

No title insurance liability is created by this Agreement.

7.5. Escrow Agent’s compliance with any legal process including but not limited to, subpoena, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.

8. HOLD HARMLESS. Purchaser and Seller shall indemnify the Escrow Agent and hold the Escrow Agent harmless from all damage, costs, claims and expenses arising from performance of its duties as Escrow Agent including reasonable attorneys’ fees, except for those damages, costs, claims and expenses resulting from the gross negligence or willful misconduct of the Escrow Agent.

9. RELEASE OF PAYMENT. Payment of the funds so held in escrow by the Escrow Agent, in accordance with the terms, conditions and provisions of this Escrow Agreement, shall fully and completely discharge and exonerate the Escrow Agent from any and all future liability or obligations of any nature or character at law or equity to the parties hereto or under this Agreement.

10. NOTICES. Shall be sent in accordance with the within Agreement.

11. MISCELLANEOUS.

11.1. This Agreement shall be binding upon and inure to the benefit of the parties respective successors and assigns.

11.2. This Agreement shall be governed by and construed in accordance with the Laws of the State in which the Property is located.

11.3. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute but one and the same instrument.

11.4. Time shall be of the essence of this Agreement and each and every term and condition hereof.

11.5. In the event a dispute arises between Purchaser and Seller under this Agreement, the losing party shall pay the attorney’s fees and court costs of the prevailing party. 56 Purchaser’s Initials ___________
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EXHIBIT C

PERMITTED EXCEPTIONS TO DEED

1. Rights of parties in possession, if any.

2. Governmental rights of police power or eminent domain unless notice of the exercise of such rights appears in the public records as of the date hereof; and the consequences of any law, ordinance or governmental regulation including, but not limited to, building and zoning ordinances.

3. Defects, liens, encumbrances, adverse claims or other matters (a) not known to the Grantor and not shown by the public records but known to the Grantee as of the date hereof and not disclosed in writing by the Grantee to the Grantor prior to the date hereof; (b) resulting in no loss or damage to the Grantee; or (c) attaching or created subsequent to the date hereof.

4. Visible and apparent easements and all underground easements, the existence of which may arise by unrecorded grant or by use.

5. Any and all unrecorded leases unknown to Grantor, if any, and rights of parties therein.

6. Taxes and assessments for the year of closing and subsequent years.

7. All judgments, liens (excluding construction liens), assessments, code enforcement liens, encumbrances, declarations, mineral reservations, covenants, restrictions, reservations, easements, agreements and any other matters as shown on the public records.

8. Any state of facts which an accurate survey or inspection of the Property would reveal, including inland/tidal wetlands designation if applicable.

9. Any liens for municipal betterments assessed after the date of the within Agreement and/or orders for which assessments may be made after the date of the within Agreement.

10. Without limiting the foregoing, all covenants, conditions, restrictions and other matters of record recorded or filed in the applicable records of San Bernardino County, California, with respect to the real property conveyed hereby.

11. All exceptions and other matters shown on that First American Title Insurance Company Title Commitment No. NCS-CA6-115-NC, with an effective date of February 10, 2021 at 7:30 a.m. 57 Purchaser’s Initials ___________
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EXHIBIT D

FORM OF BILL OF SALE

BILL OF SALE AND ASSIGNMENT
FOR VALUE RECEIVED, BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Assignor”), hereby, as of _________ ___, 202__, sells, bargains, conveys, assigns, transfers and sets over to ________________________, a _______________________ (“Assignee”), its successors and assigns forever, all of Seller’s right, title and interest in and to the furniture, fixtures, equipment and other items of personal property, if any, owned by Seller (collectively, the “Personal Property”), all as located on or attached to the real estate and the building and improvements erected thereon located at 16860 Arrow Boulevard, Fontana, California (the “Property”).

TO HAVE AND TO HOLD the above-mentioned Personal Property unto Assignee, its successors and assigns forever.

Assignor covenants, represents and warrants that it has good and legal title to the Personal Property free and clear of all claims, liens, security interests, charges and encumbrances, subject to the Permitted Exceptions shown in any public records or listed in the Deed from Assignor to Assignee of even date herewith conveying the Property, and that Assignor has the right to transfer and convey such title to the Personal Property to Assignee. All terms, covenants, representations and warranties contained herein shall be for and inure to the benefit of, and shall bind, the parties hereto and their respective successors and assigns.

Assignee takes the Personal Property “AS IS” and “WITH ALL FAULTS” and acknowledges that Assignor has not made and does not make any representations or warranties as to physical condition, operation, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose or any other matter.

Notwithstanding anything contained herein to the contrary, no computer servers, desktop stations, laptops, files, documents, records or other personal property which could reasonably be expected to contain customer information, proprietary information or other confidential information (collectively, the “Protected Items”) shall become the property of or shall be disposed of by Assignee. In the event any Protected Items remain on the Property after closing, Assignee agrees to notify Assignor immediately and to promptly provide access during normal business hours for Assignor to retrieve said items; it being acknowledged by both Assignee and Assignor that such items may contain sensitive, confidential and/or proprietary information which is subject to federal regulations as to ownership, possession, storage, disposal, removal or other handling. Further, Assignee agrees not to make any copies of the information contained in the Protected Items, nor display or disseminate the Protected Items or the information contained therein to any third parties. Assignee agrees that it will not contact any media outlet or other third party to publicize any Protected Items left on the Property. In addition, upon request, Assignee agrees to execute a certificate in a form prepared and provided by the Assignor, attesting under penalty of perjury to the foregoing. This provision shall survive the Closing of the sale of the Property.

The parties agree to accept a digital image of this Bill of Sale and Assignment, as executed, as a true and correct original and admissible as best evidence for the purposes of State law, Federal Rule of Evidence 1002, and the like statutes and regulations.
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IN WITNESS WHEREOF and intending to be legally bound hereby, the undersigned have executed this Bill of Sale and Assignment as of the date first set forth hereinabove.

ASSIGNOR:

BANK OF AMERICA, NATIONAL ASSOCIATION, a
national banking association
By: ________________________________
Name: Kathleen M. Luongo
Title: Vice President
ASSIGNEE:
________________________, a _______________________
By: ________________________________
Name: __________________________
Title: ___________________________
59 60
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1814 Agenda Date: 11/9/2022
Agenda #: C. Category: Consent Calendar
FROM:

Administrative Services
SUBJECT:

Purchase and Sale Agreement for APN # 0232-091-18 and 0232-091-19 RECOMMENDATION:

1. Approve a Purchase & Sale Agreement for the sale of vacant land located on the Southeast corner of Foothill Blvd and Tokay Ave. in west central Fontana, more specifically described as APN # 0232-091-18 and 0232-091-19.

2. Adopt Resolution No. 2022-134, to convey the vacant land located on the Southeast corner of Foothill Blvd and Tokay Ave. to Sonora Tires Route 66, Inc.

3. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or Purchase & Sale Agreement.

COUNCIL GOALS:
· Promote economic development by pursuing business attraction, retention, and expansion.
· Promote economic development by being business friendly at all levels and striving to constantly improve the city's competitiveness.
· Practice sound fiscal management by emphasizing capital formation.

DISCUSSION:

These parcels were obtained as part of a right-of-way acquisition. The original right-of-way work was completed, and these parcels are remnants left over from that project. With the original acquisition being for this purpose, these parcels are exempt from the Surplus Land Act.

City Staff have performed an independent review and found these parcels to be exempt from CEQA because this surplus government property is not located in an area of statewide, regional, or areawide concern identified in CEQA Guidelines.

Sonora Tires Route 66, Inc., owned by Gerardo Herrera, has contacted the city with the desire to purchase these parcels. The negotiated terms of the purchase are as follows:

Area: 15,500 square feet
Total Purchase Price: $200,000
Down payment: $100,000
4 quarterly payments of $25,000 plus 5% interest
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File #: 21-1814 Agenda Date: 11/9/2022
Agenda #: C. Category: Consent Calendar
The price was determined by collecting six comparative real estate sales which showed an average of $13 per square foot, with a range of $9 - $18 per square foot. The rate for this sale is $12.90 per square foot.

To ensure the exemption from the Surplus Land Act, this sale must be performed by resolution.

FISCAL IMPACT:

This transaction will result in sale proceeds to the city in the amount of $200,000 at the completion of the sale.

MOTION:

Approve staff recommendation.

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DISCLOSURE REGARDING

REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
(C.A.R. Form AD, Revised 12/21)
(If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k), and (l).

When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction.

SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations:

To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations:

To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections.

In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role.

The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation.

Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change.

Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE.

Buyer Seller Landlord Tenant Date
Buyer Seller Landlord Tenant Date
Agent DRE Lic. #
Real Estate Broker (Firm)
By DRE Lic. # Date
(Salesperson or Broker-Associate, if any)
© 2021, California Association of REALTORS®, Inc.

AD REVISED 12/21 (PAGE 1 OF 2)
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com X Gerardo Herrera
Sierra Realty Fontana, Inc. 02038519
Ken Galasso 00570875
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
44563
CIVIL CODE SECTIONS 2079.13 ‒ 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) “Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, (3) a mobilehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29. (d) “Dual agent” means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction. (e) “Listing agreement” means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a listing of real property to act as an agent for compensation. (g) “Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobilehome as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (k) “Real property transaction” means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (l) “Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration. (m) “Seller” means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both a vendor and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transaction. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: (a) The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement. (b) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer.
2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller.

CONFIRMATION: (c) The confirmation required by subdivisions (a) and (b) shall be in the following form:

Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289)
2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) “Confidential information” means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
AD REVISED 12/21 (PAGE 2 OF 2)
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Takay and Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
44664

FAIR HOUSING & DISCRIMINATION ADVISORY
(C.A.R. Form FHDA, 6/22)

1. EQUAL ACCESS TO HOUSING FOR ALL: All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law.

2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES:

A. FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B. CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§ 12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§ 12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing;
C. CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) § 51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes;
D. AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§ 12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and
E. OTHER FAIR HOUSING LAWS: § 504 of Rehabilitation Act of 1973 29 U.S.C. § 794; Ralph Civil Rights Act CC § 51.7.; California Disabled Persons Act; CC §§ 54-55.32; any local city or county fair housing ordinances, as applicable.

3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs.

4. PROTECTED CLASSES/CHARACTERISTICS: Whether specified in Federal or State law or both, discrimination against persons if based on that person's belonging to, association with, or perceived membership in, certain classes or categories, such as the following, is prohibited. Other classes, categories or restrictions may also apply.

Race Color Ancestry National Origin Religion
Age Sex, Sexual Orientation Gender, Gender Identity,
Gender expression
Marital Status Familial Status (family with
a child or children under
18)
Citizenship Immigration Status Primary Language Military/Veteran Status Source of Income (e.g., Section 8 Voucher)
Medical Condition Disability (Mental & Physical) Genetic Information Criminal History (nonrelevant convictions)Any arbitrary characteristic

5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES:

A. California Business & Professions Code (“B&PC”) § 10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation § 2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination.

B. Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC § 10177(l)(1); 10 CCR § 2780

6. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, handicap, familial status, national origin, sexual orientation, or gender identity by REALTORS®.

7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS?
Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords ● Sublessors
● Real estate licensees ● Real estate brokerage firms ● Property managers ● Mobilehome parks ● Homeowners Associations (“HOAs”); ● Banks and Mortgage lenders ● Insurance companies ● Government housing services ● Appraisers

8. EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT:

A. Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos.

Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasing the risk of (i) actual or unconscious bias, and (ii) potential legal claims against sellers and others by prospective buyers whose offers were rejected.

B. Refusing to rent (i) an upper-level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii) a house with a pool to a person with young children out of concern for the children's safety.

9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC:

A. Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status;
B. Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood; C. “Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood;
D. Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2022, California Association of REALTORS®, Inc.

FHDA REVISED 6/22 (PAGE 1 OF 2)
FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
44765
E. Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family);
F. Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G. Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility);
H. Denying a home loan or homeowner's insurance;
I. Offering inferior terms, conditions, privileges, facilities or services; J. Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K. Harassing a person;
L. Taking an adverse action based on protected characteristics; M. Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a wheelchair bound tenant to install, at their expense, a ramp over front or rear steps, or refusing to allow a physically disabled tenant from installing, at their own expense, grab bars in a shower or bathtub); N. Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal):
(i) Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii) Charging that person higher rent or increased security deposit, or (iii) Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O. Retaliating for asserting rights under fair housing laws.

10. EXAMPLES OF POSITIVE PRACTICES:

A. Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects.

B. Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria.

C. Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects.

D. Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”).

E. Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms).

11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you.

A. Federal: https://www.hud.gov/program_offices/fair_housing_equal_opp B. State: https://www.dfeh.ca.gov/housing/
C. Local: local Fair Housing Council office (non-profit, free service) D. DRE: https://www.dre.ca.gov/Consumers/FileComplaint.html E. Local Association of REALTORS®. List available at: https://www.car.org/en/contactus/rosters/localassociationroster.

F. Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney.

12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified to provide advice on the application of these exceptions.

A. Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only; B. An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; C. An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii) no discriminatory advertising is used, and (iii) the owner owns no more than three single-family residences. Other restrictions apply; D. An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; and E. Both FHA and FEHA do not apply to roommate situations. See, Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019).

F. Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race.

Buyer/Tenant and Seller/Landlord have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory.

Buyer/Tenant Date
Buyer/Tenant Date
Seller/Landlord Date
Seller/Landlord Date
© 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
FHDA REVISED 6/22 (PAGE 2 OF 2)
FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Gerardo Herrera
City of Fontana
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
44866

POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER

OR SELLER - DISCLOSURE AND CONSENT
(C.A.R. Form PRBS, Revised 12/21)
A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations.

Multiple Buyers: Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property.

Multiple Sellers: Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers.

Dual Agency: If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property.

In the event of dual agency, seller and buyer agree that: a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the buyer's or seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the seller's willingness to accept a price less than the listing price or the buyer's willingness to pay a price greater than the price offered; and except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties.

Offers not necessarily confidential: Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller.

Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships.

Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed.

Seller Date
Seller Date
Buyer Date
Buyer Date
Buyer's Brokerage Firm DRE Lic # Date
By DRE Lic # Date
Seller's Brokerage Firm DRE Lic # Date
By DRE Lic # Date
© 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
PRBS REVISED 12/21 (PAGE 1 OF 1)
POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Fontana
Gerardo Herrera
Sierra Realty Fontana, Inc. 02038519
00570875
Ken Galasso
Sierra Realty Fontana, Inc 02038519
00570875
Ken Galasso
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
44967

WIRE FRAUD AND ELECTRONIC FUNDS

TRANSFER ADVISORY
(C.A.R. Form WFA, Revised 12/21)
Property Address: (“Property”).

WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY:

The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives.

At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception.

While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution.

Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient.

ACCORDINGLY, YOU ARE ADVISED:

1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Landlords at the beginning of the transaction.

2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions.

3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds.

4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Landlord.

5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services.

If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Landlord, or Property Manager. The sources below, as well as others, can also provide information:

Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/
NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks.

By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory.

Buyer/Tenant Date
Buyer/Tenant Date
Seller/Landlord Date
Seller/Landlord Date
©2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
WFA REVISED 12/21 (PAGE 1 OF 1)
WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
Gerardo Herrera
City of Fontana
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
45068

VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS
(C.A.R. FORM VLPA, Revised 6/22)
Date Prepared:

1. OFFER:

A. THIS IS AN OFFER FROM (“Buyer”).

Individual(s), A Corporation, A Partnership, An LLC, An LLP, or Other .

B. THE PROPERTY to be acquired is , situated
in (City), (County), California, (Zip Code),
Assessor's Parcel No(s). (“Property”).

Further Described As .
(Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.) C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES.

D. Buyer and Seller are referred to herein as the "Parties." Brokers and Agents are not Parties to this Agreement.

2. AGENCY:

A. DISCLOSURE: The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R.

Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller's Agent the AD form Signed by Buyer. Seller's Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.

B. CONFIRMATION: The following agency relationships are here confirmed for this transaction.

Seller's Brokerage Firm License Number
Is the broker of (check one): the Seller; or both the Buyer and Seller (Dual Agent).

Seller's Agent License Number
Is (check one): the Seller's Agent (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent).

Buyer's Brokerage Firm License Number
Is the broker of (check one): the Buyer; or both the Buyer and Seller (Dual Agent).

Buyer's Agent License Number
Is (check one): the Buyer's Agent (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent).

C. More than one Brokerage represents Seller, Buyer. See, Additional Broker Acknowledgement (C.A.R. Form ABA).

D. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS).

3. TERMS OF PURCHASE AND ALLOCATION OF COSTS: The items in this paragraph are contractual terms of the Agreement.

Referenced paragraphs provide further explanation. This form is 16 pages. The Parties are advised to read all 16 pages.

Paragraph
#
Paragraph Title or Contract
Term
Terms and Conditions Additional Terms
A 5, 5B Purchase Price $ All Cash
B Close of Escrow (COE) Days after Acceptance
OR on (date)
(mm/dd/yyyy)
C 39A Expiration of Offer 3 calendar days after all Buyer Signature(s) or (date) at 5PM or AM/
PM
D(1) 5A(1) Initial Deposit Amount $ ( % of purchase price) (% number above is for calculation purposes
and is not a contractual term)
within 3 (or ) business days
after Acceptance by wire transfer
OR
D(2) 5A(2) Increased Deposit
(Money placed into escrow after
the initial deposit. Use form DID at
time increased deposit is made.)
$ ( % of purchase price)
(% number above is for calculation purposes
and is not a contractual term)
Upon removal of all contingencies
OR (date)
OR
E(1) 5C(1) Loan Amount(s): First
Interest Rate
Points
$ ( % of purchase price)
Fixed rate or Initial adjustable rate, not to
exceed %
Buyer to pay zero points or up to % of the
loan amount
Conventional or, if checked,
FHA VA
(CAR Forms FVAC, HID attached)
Seller Financing
Assumed Financing
Subject To Financing
Other:

E(2) 5C(2) Additional Financed Amount
Interest Rate
Points
$ ( % of purchase price)
Fixed rate or Initial adjustable rate, not to
exceed %
Buyer to pay zero points or up to % of the
loan amount
Conventional or, if checked,
Seller Financing
Assumed Financing
Subject To Financing
Other:

E(3) 7A Occupancy Type Investment, or if checked, Primary Secondary F 5D Balance of Down Payment $
PURCHASE PRICE TOTAL $
© 2022, California Association of REALTORS®, Inc.

VLPA REVISED 6/22 (PAGE 1 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 1 OF 16) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com August 12, 2022
Gerardo Herrera
X
APNs 0232-091 18 and 19
Fontana San Bernardino 92335
0232-091-18 and 0232-091-19
Two vacant parcels generally located at the SW corner of Foothill and Tokay Sierra Realty Fontana, Inc 02038519
X
Ken Galasso 00570875
X
Sierra Realty Fontana, Inc. 02038519
X
Ken Galasso 00570875
X
X
200,000.00
X 90
50,000.00 25.0
100,000.00 50.0
X
50,000.00
200,000.00
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
45169
Property Address: Date:

Paragraph
#
Paragraph Title or Contract
Term
Terms and Conditions Additional Terms
G(1) 5E Seller Credit, if any, to Buyer $ ( % of purchase price) (% number above is for calculation purposes
and is not a contractual term)
Seller credit to be applied to
closing costs OR
Other:

G(2) ADDITIONAL FINANCE TERMS:

H(1) 5B Verification of All Cash (sufficient
funds)
Attached to the offer or 3 (or ) Days
after Acceptance
H(2) 6A Verification of Down Payment and
Closing Costs
Attached to the offer or 3 (or ) Days
after Acceptance
H(3) 6B Verification of Loan Application Attached to the offer or 3 (or ) Days after Acceptance
Prequalification Preapproval
Fully underwritten preapproval
I Intentionally Left Blank
J 19 Final Verification of Condition 5 (or ) Days prior to COE K 26 Assignment Request 17 (or ) Days after Acceptance
L 8 CONTINGENCIES TIME TO REMOVE CONTINGENCIES CONTINGENCY REMOVED L(1) 8A Loan(s) 17 (or ) Days after Acceptance No loan contingency L(2) 8B Appraisal: Appraisal contingency
based upon appraised value at a
minimum of purchase price or
$
17 (or ) Days after Acceptance No appraisal contingency Removal of appraisal contingency
does not eliminate appraisal
cancellation rights in FVAC.

L(3) 8C Purchase of Manufactured Home
Buyer has (or has not) entered
into contract to purchase a personal
property manufactured home
17 (or ) Days after Acceptance
Shall remain in effect until the Close of Escrow
of the Property

REMOVAL OR WAIVER OF
CONTINGENCY:

L(4) 8D Construction Loan Financing
A draw from the construction loan will
not (or will) be used to finance the
Property
17 (or ) Days after Acceptance
L(5) 8E, 15 Investigation of Property 17 (or ) Days after Acceptance Informational Access to Property 17 (or ) Days after Acceptance Buyer's right to access the Property for informational purposes only is NOT a contingency and does NOT create additional cancellation rights for Buyer. CR attached L(6) 8F, 17A Review of Seller Documents 17 (or ) Days after Acceptance, or 5 Days after receipt, whichever is later
L(7) 8G, 16A Preliminary ("Title") Report 17 (or ) Days after Acceptance, or 5 Days after receipt, whichever is later
L(8) 8H, 11D Common Interest Disclosures
required by Civil Code § 4525 or this
Agreement
L(9) 8I, 9B(2) Review of leased or liened items
(Such as for solar panels or propane
tanks or PACE or HERO liens)
17 (or ) Days after Acceptance, or 5 Days
after receipt, whichever is later
L(10) 8L Sale of Buyer's Property
Sale of Buyer's property is not a
contingency, UNLESS checked here:

C.A.R. Form COP attached
M Possession Time for Performance
M Vacant Lot Delivery
Property to be delivered subject
to tenant rights, if any, except
.

Upon notice of recordation
On COE Date
N Documents/Fees/Compliance Time for Performance
N(1) 17A Seller Delivery of Documents 7 (or ) Days after Acceptance N(2) 22B Sign and return Escrow Holder
General Provisions, Supplemental
Instructions
5 (or ) Days after receipt
N(3) 11D(2) Time to pay fees for ordering HOA
Documents
3 (or ) Days after Acceptance
N(4) 35 Evidence of representative authority 3 Days after Acceptance VLPA REVISED 6/22 (PAGE 2 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 2 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 X
X
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
45270
Property Address: Date:

O Intentionally Left Blank
P Items Included and Excluded
P(1) 9 Items Included - All items specified in Paragraph 9B are included and the following, if checked:
. . .

P(2) Excluded Items:
; ; ;
Q Allocation of Costs
Paragraph
#
Item Description Who Pays (if Both is checked, cost to be split equally unless Otherwise Agreed)
Additional Terms
Q(1) 11E Natural Hazard Zone Disclosure
Report, including tax information
Buyer Seller Both Environmental
Other
Provided by:

Q(2) 15B(1)(D) Environmental Survey Buyer Seller Both
Q(3) Report Buyer Seller Both
Q(4) 22B Escrow Fees Buyer Seller Both
Each to pay their own fees
Escrow Holder:

Q(5) 16 Owner's title insurance policy Buyer Seller Both Title Company (If different from Escrow Holder):

Q(6) Buyer's Lender title insurance policy Buyer Unless Otherwise Agreed, Buyer shall purchase any title insurance
policy insuring Buyer's lender.

Q(7) County transfer tax, fees Buyer Seller Both
Q(8) City transfer tax, fees Buyer Seller Both
Q(9) 11D(2) OA fee for preparing disclosures Seller
Q(10) OA certification fee Buyer
Q(11) OA transfer fees Buyer Seller Both Unless Otherwise Agreed, Seller shall pay for separate HOA moveout fee and Buyer shall pay for separate move-in fee. Applies if
separately billed or itemized with
cost in transfer fee.

Q(12) Private transfer fees Seller, or if checked, Buyer Both Q(13) fees or costs Buyer Seller Both
Q(14) fees or costs Buyer Seller Both
R Additional Tenancy Documents Income and Expense Statements Tenant Estoppel Certificate S OTHER TERMS:

4. PROPERTY ADDENDA AND ADVISORIES: (check all that apply) A. PROPERTY TYPE ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Probate Agreement Purchase Addendum (C.A.R. Form PA-PA) Other
B. OTHER ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Addendum # (C.A.R. Form ADM) Short Sale Addendum (C.A.R. Form SSA) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Assumed Financing Addendum (C.A.R. Form AFA)
Septic, Well, Property Monument and Propane Addendum (C.A.R. Form SWPI) Buyer Intent to Exchange Addendum (C.A.R. Form BXA) Seller Intent to Exchange Addendum (C.A.R. Form SXA) Other Other
C. BUYER AND SELLER ADVISORIES: (Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.)
Buyer's Vacant Land Additional Inspection Advisory (C.A.R. Form BVLIA) Fair Housing and Discrimination Advisory (C.A.R. Form FHDA) Wire Fraud Advisory (C.A.R. Form WFA) Cal. Consumer Privacy Act Advisory (C.A.R. Form CCPA) (Parties may also receive a privacy disclosure from their own Agent.) Wildfire Disaster Advisory (C.A.R. Form WFDA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) Short Sale Information and Advisory (C.A.R. Form SSIA) REO Advisory (C.A.R. Form REO) Probate Advisory (C.A.R. Form PA) Other Other
VLPA REVISED 6/22 (PAGE 3 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 3 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 X
X
Bennett Escrow Services Inc
X
Orange Coast Title
X
X
X
X X
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
45371
Property Address: Date:

5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE: Buyer represents that funds will be good when deposited with Escrow Holder.

A. DEPOSIT:
(1) INITIAL DEPOSIT: Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specified in paragraph 3D(1) and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.
(2) INCREASED DEPOSIT: Increased deposit to be delivered to Escrow Holder in the same manner as the Initial Deposit. If the Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount by signing a new liquidated damages clause (C.A.R. Form DID) at the time the increased deposit is delivered to Escrow Holder.
(3) RETENTION OF DEPOSIT: Paragraph 36, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer's default. Buyer and Seller are advised to consult with a qualified California real estate attorney before adding any other clause specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code.

B. ALL CASH OFFER: If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H(1), Deliver written verification of funds sufficient for the purchase price and closing costs.

C. LOAN(S):
(1) FIRST LOAN: This loan will provide for conventional financing UNLESS FHA, VA, Seller Financing (C.A.R. Form SFA), Assumed Financing, Subject To Financing, or Other is checked in paragraph 3E(1). (2) ADDITIONAL FINANCED AMOUNT: If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), Assumed Financing, Subject To Financing, or Other is checked in paragraph 3E(2).
(3) BUYER'S LOAN STATUS: Buyer authorizes Seller and Seller's Authorized Agent to contact Buyer's lender(s) to determine the status of any Buyer's loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not a contingency of this Agreement. If the contact information for Buyer's lender(s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller's request. (4) ASSUMED OR SUBJECT TO FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof.

D. BALANCE OF PURCHASE PRICE (DOWN PAYMENT) (including all-cash funds) to be deposited with Escrow Holder pursuant to Escrow Holder instructions.

E. LIMITS ON CREDITS TO BUYER: Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit.

6. ADDITIONAL FINANCING TERMS:

A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Written verification of Buyer's down payment and closing costs may be made by Buyer or Buyer's lender or loan broker pursuant to paragraph 6B.

B. VERIFICATION OF LOAN APPLICATIONS: Buyer shall Deliver to Seller, within the time specified in paragraph 3H(3) a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate.

C. BUYER STATED FINANCING: Seller is relying on Buyer's representation of the type of financing specified (including, but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer's specified financing. Buyer shall pursue the financing specified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closing at the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement.

7. CLOSING AND POSSESSION:

A. OCCUPANCY: Buyer intends to occupy the Property as indicated in paragraph 3E(3). Occupancy may impact available financing.

B. CONDITION OF PROPERTY ON CLOSING:
(1) Unless Otherwise Agreed: (i) the Property shall be delivered “As-Is” in its PRESENT physical condition as of the date of Acceptance; (ii) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal property not included in the sale shall be removed by Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned. Buyer, after first Delivering to Seller written notice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action, as per this Agreement, to receive reasonable costs from Seller. (2) Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller and Agents may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had all required permits issued and/or finalized.

C. Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords, codes and/or means to operate all locks, mailboxes, and all items included in either paragraph 3P or paragraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a deposit to the Owners' Association (“OA”) to obtain keys to accessible OA facilities.

VLPA REVISED 6/22 (PAGE 4 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 4 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
45472
Property Address: Date:

8. CONTINGENCIES AND REMOVAL OF CONTINGENCIES:

A. LOAN(S):
(1) This Agreement is, unless otherwise specified in paragraph 3L(1) or an attached CR form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s). If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non-appraisal conditions for closing the loan.
(2) Buyer is advised to investigate the insurability of the Property as early as possible, as this may be a requirement for lending. Buyer's ability to obtain insurance for the Property, including fire insurance, is part of Buyer's Investigation of Property contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Investigation contingency but not the loan contingency.
(3) Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies of this Agreement, unless Otherwise Agreed.
(4) If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. (5) NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L(1), obtaining any loan specified is NOT a contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies.

B. APPRAISAL:
(1) This Agreement is, unless otherwise specified in paragraph 3L(2) or an attached CR form, contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph 3L(2), without requiring repairs or improvements to the Property. Appraisals are often a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal falls within the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by the appraisal.

For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisal to Seller, upon request by Seller.
(2) NO APPRAISAL CONTINGENCY: If "No appraisal contingency" is checked in paragraph 3L(2), then Buyer may not use the loan contingency specified in paragraph 3L(1) to cancel this Agreement if the sole reason for not obtaining the loan is that the appraisal relied upon by Buyer's lender values the property at an amount less than that specified in paragraph 3L(2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer's deposit or other legal remedies.
(3) Fair Appraisal Act: The Parties acknowledge receipt of the attached Fair Appraisal Act Addendum (C.A.R. Form FAAA).

C. MANUFACTURED HOME PURCHASE: If checked in paragraph 3L(3), this Agreement is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow.

D. CONSTRUCTION LOAN FINANCING: If checked in paragraph 3L(4), this Agreement is contingent upon Buyer obtaining a construction loan.

E. INVESTIGATION OF PROPERTY: This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's acceptance of the condition of, and any other matter affecting, the Property.

F. REVIEW OF SELLER DOCUMENTS: This Agreement is, as specified in paragraph 3L(6), contingent upon Buyer's review of Seller's documents required in paragraph 17A.

G. TITLE:
(1) This Agreement is, as specified in paragraph 3L(7), contingent upon Buyer's ability to obtain the title policy provided for in paragraph 16G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer is advised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements. (2) Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously provided Preliminary Report.

H. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES (IF APPLICABLE): This Agreement is, as specified in paragraph 3L(8), contingent upon Buyer's review of Common Interest Disclosures required by Civil Code § 4525 and under paragraph 11D (“CI Disclosures”).

I. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY: Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien, disclosed pursuant to paragraph 9B(2), is, as specified in paragraph 3L(9), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer to Perform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(9), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.

J. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining to that contingency. If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency. If Buyer removes or waives any contingencies without an adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.

K. REMOVAL OF CONTINGENCY OR CANCELLATION:
(1) For any contingency specified in paragraph 3L or 8, Buyer shall, within the applicable period specified, remove the contingency or cancel this Agreement.
(2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned Development Disclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after receipt of the applicable Seller Documents, Preliminary Report, or CI Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement.
(3) If Buyer does not remove a contingency within the time specified, Seller, after first giving Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), shall have the right to cancel this Agreement.

L. SALE OF BUYER'S PROPERTY: This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer unless the Sale of Buyer's Property (C.A.R. Form COP) is checked as a contingency of this Agreement in paragraph 3L(10).

VLPA REVISED 6/22 (PAGE 5 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 5 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 X
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F. ADDITIONAL DISCLOSURES: Within the time specified in paragraph 3N(1), if Seller has actual knowledge, Seller shall provide to Buyer, in writing, the following information:
(1) LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in the Property or common areas, or any known notices of abatement or citations filed or issued against the Property.
(2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§ 51200-51295).
(3) DEED RESTRICTIONS: Any deed restrictions or obligations. (4) FARM USE: Whether the Property is in, or adjacent to, an area with Right to Farm rights (Civil Code § 3482.5 and § 3482.6). (5) ENDANGERED SPECIES: Presence of endangered, threatened, “candidate” species, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances, materials, or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead-based paint, fuel or chemical storage tanks, and contaminated soil or water on the Property.
(7) COMMON WALLS: Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property.
(8) LANDLOCKED: The absence of legal or physical access to the Property. (9) EASEMENTS/ENCROACHMENTS: Any encroachments, easements, or similar matters that may affect the Property. (10) SOIL FILL: Any fill (compacted or otherwise), or abandoned mining operations on the Property. (11) SOIL PROBLEMS: Any slippage, sliding, flooding, drainage, grading, or other soil problems. (12) EARTHQUAKE DAMAGE: Major damage to the Property of any of the structures from fire, earthquake, floods, or landslides. (13) ZONING ISSUES: Any zoning violations, non-conforming uses, or violations of “setback” requirements. (14) NEIGHBORHOOD PROBLEMS: Any neighborhood noise problems, or other nuisances. (15) SURVEY, PLANS, PERMITS AND ENGINEERING DOCUMENTS: If in Seller's possession, Copies of surveys, plans, specifications, permits and approvals, development plans, licenses, and engineering documents, if any, prepared on Seller's behalf on in Seller's possession.
(16) VIOLATION NOTICES: Seller shall disclose any notice of violations of any Law filed or issued against the Property.

G. MELLO-ROOS TAX; 1915 BOND ACT: Within the time specified in paragraph 3N(1), Seller shall: (i) make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed, substantially equivalent notice), pursuant to the Mello-Roos Community Facilities Act, and Improvement Bond Act of 1915, and (ii) promptly Deliver to Buyer any such notice obtained.

H. KNOWN MATERIAL FACTS: Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact lender to get such information (C.A.R. Form ARC), and make any and all other disclosures required by Law.

I. SELLER VACANT LAND QUESTIONNAIRE: Seller shall, within the time specified in paragraph 3N(1), complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ).

J. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information, or representations previously provided to Buyer, Seller shall promptly Deliver a subsequent or amended disclosure or notice, in writing, covering those items.

However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware or which are disclosed in reports provided to or obtained by Buyer or ordered and paid for by Buyer.

12. TENANCY RELATED DISCLOSURES: Within the time specified in paragraph 3N(1), and subject to Buyer's right of review, Seller shall disclose, make available or Deliver, as applicable, to Buyer, the following information:

A. RENTAL/SERVICE AGREEMENTS: (i) All current leases, rental agreements, service contracts, and other agreements pertaining to the operation of the Property; (ii) A rental statement including names of tenants, rental rates, period or rental, date of last rent increase, security deposits, rental concessions, rebates or other benefits, if any, and a list of delinquent rents and their duration. Seller represents that no tenant is entitled to any rebate, concession, or other benefit, except as set forth in these documents. Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business.

B. INCOME AND EXPENSE STATEMENTS: If checked in paragraph 3R, the books and records for the Property, if any, including a statement of income and expense for the 12 months preceding Acceptance. Seller represents that the books and records are those maintained in the ordinary and normal course of business and used by Seller in the computation of federal and state income tax returns.

C. TENANT ESTOPPEL CERTIFICATES: If checked in paragraph 3R, Tenant Estoppel Certificates (C.A.R. Form TEC). Tenant Estoppel Certificates shall be completed by Seller or Seller's agent and delivered to tenant(s) for tenant(s) to sign and acknowledge: (i) that tenant(s)' rental or lease agreements are unmodified and in full force and effect, (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. Seller shall exercise good faith to obtain tenant(s)' signature(s), but Seller cannot guarantee tenant(s)' cooperation. In the event Seller cannot obtain signed Tenant Estoppel Certificates within the time specified above, Seller shall notify Buyer and provide the unsigned one that was provided to tenant(s). If, after the time specified for Seller to Deliver the TEC to Buyer, any tenant(s) sign and return a TEC to Seller, Seller shall Deliver that TEC to Buyer.

D. SELLER REPRESENTATIONS: Unless otherwise disclosed under paragraph 11, paragraph 12, or under any disclosure Delivered to Buyer:
(1) Seller represents that Seller has no actual knowledge that any tenant(s): (i) has any current pending lawsuit(s), investigation(s), Inquiry(ies), action(s), or other proceeding(s) affecting the Property of the right to use and occupy it; (ii) has any unsatisfied mechanics or materialman lien(s) affecting the Property; and (iii) is the subject of a bankruptcy. If Seller receives any such notice, prior to Close Of Escrow, Seller shall immediately notify Buyer. (2) Seller represents that no tenant is entitled to any rebate, concessions, or other benefit, except as set forth in the rental service agreements.
(3) Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business and the income and expense statements are and used by Seller in the computation of federal and state income tax returns.

13. CHANGES DURING ESCROW:

A. Prior to Close Of Escrow, Seller may engage in the following acts (“Proposed Changes”), subject to Buyer's rights in paragraph 13B: (i) rent or lease any vacant unit or other part of the premises; (ii) alter, modify, or extend any existing rental or lease agreement; (iii) enter into, alter, modify, or extend any service contract(s); or (iv) change the status of the condition of the Property.

VLPA REVISED 6/22 (PAGE 7 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 7 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Takay and
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B. (1) At least 7 Days prior to any Proposed Changes, Seller shall Deliver written notice to Buyer of such Proposed Change (2) Within 5 Days after receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes in which case Seller shall not make the Proposed Changes.

14. SECURITY DEPOSITS: Security deposits, if any, to the extent they have not been applied by Seller in accordance with any rental agreement and current Law, shall be transferred to Buyer on Close Of Escrow. Seller shall notify each tenant, in compliance with the California Civil Code.

15. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY:

A. Buyer shall, within the time specified in paragraph 3L(5), have the right, at Buyer's expense unless Otherwise Agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”).

B. Buyer Investigations include, but are not limited to:
(1) Inspections regarding any physical attributes of the Property or items connected to the Property, such as:
(A) A general inspection.
(B) An inspection for lead-based paint and other lead-based paint hazards. (C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests and organisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper level units unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separate interest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evident infestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2). (D) A phase one environmental survey, paid for and obtained by the party indicated in paragraph 3Q(2). If Buyer is responsible for obtaining and paying for the survey, Buyer shall act diligently and in good faith to obtain such survey within the time specified in paragraph 3L(5). Buyer has 5 Days after receiving the survey to remove this portion of the Buyer's Investigation contingency.
(E) Any other specific inspections of the physical condition of the land and improvements. (2) All other Buyer Investigations, such as insurance, not specified above. See, Buyer's Vacant Land Additional Inspection Advisory (C.A.R. Form BVLIA) for more.
(3) A review of reports, disclosures or information prepared by or for Seller and Delivered to Buyer pursuant to paragraphs 3, 11, 12, 13, 16A, and 17A.

C. Without Seller's prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or (ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law.

D. Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal property.

Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall, (i) by the time specified in paragraph 3L(5), complete Buyer Investigations and satisfy themselves as to the condition of the Property, and either remove the contingency or cancel this Agreement, and (ii) by the time specified in paragraph 3L(5) or 3 Days after receipt of any Investigation report, whichever is later, give Seller at no cost, complete Copies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal, except an appraisal received in connection with an FHA or VA loan.

E. Buyer indemnity and Seller protection for entry upon the Property: Buyer shall: (i) keep the Property free and clear of liens; (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.

F. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE

PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN

DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE

AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN PARAGRAPH 15, UNLESS OTHERWISE AGREED IN WRITING.

G. SIZE, LINES, ACCESS, AND BOUNDARIES: Lot size, property lines, legal or physical access, and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements, or similar matters that may affect the Property. (Fences, hedges, walls, and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.)
H. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications, and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of “setback' requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.

I. UTILITIES AND SERVICES: Availability, costs, restrictions, and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV, and drainage.

J. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic, or otherwise), fungus or similar contaminant, materials, products, or conditions.

VLPA REVISED 6/22 (PAGE 8 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 8 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Takay and
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K. GEOLOGIC CONDITIONS: Geologic/seismic conditions, soil and terrain stability, suitability and drainage including slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems.

L. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law.

M. PROPERTY DAMAGE: Major damage to the Property of any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides, or other causes.

N. NEIGHBORHOOD, AREA, AND PROPERTY CONDITIONS: Neighborhood or are conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§ 51200-51295), Right to Farm Laws (Civil Code § 3482.5 and § 3482.6), schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy, and cost of any speed-wired, wireless internet connections, or other telecommunications or other technology services and installations, proximity to commercial, industrial, or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Owners'' Association requirements, conditions, and influences of significance to certain cultures and/or religions, and personal needs, requirements, and preferences of Buyer.

O. COMMON INTEREST SUBDIVISIONS; OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements.

P. SPECIAL TAX: Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community facilities Act or Improvement Bond At of 1915.

Q. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of landlord to terminate a tenancy.

R. MANUFACTURED HOME PLACEMENT: Conditions that may affect the ability to place and use a manufactured home on the Property.

16. TITLE AND VESTING:

A. Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsible for paying for the title report in paragraph 3Q(5). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities.

B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.

C. Seller shall within 7 Days after request, give Escrow Holder necessary information to clear title.

D. Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whether of record or not.

E. If Buyer is a legal entity and the Property purchase price is at least $300,000 and the purchase price is made without a bank loan or similar form of external financing, a Geographic Targeting Order (GTO) issued by the Financial Crimes Enforcement Network, U.S. Department of the Treasury, requires title companies to collect and report certain information about the Buyer, depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO.

F. Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title (For example, for stock cooperative or tenancy in common, respectively, an assignment of stock certificate or assignment of seller's interest in the real property), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's vesting instructions. The recording document shall contain Buyer's post-closing mailing address to enable Buyer's receipt of the recorded conveyance document from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

G. Buyer shall receive a Standard Coverage Owner's CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost.

17. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC).

A. SELLER DELIVERY OF DOCUMENTS: Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all reports, disclosures and information ("Reports") for which Seller is responsible as specified in paragraphs 9B, 11A, 11D, 11E, 11F, 11G, 11H, 11I, 11J, 12A, 12B, 12C, 16A, 16D and 35.

B. BUYER REVIEW OF DOCUMENTS; REPAIR REQUEST; CONTINGENCY REMOVAL OR CANCELLATION (1) Buyer has the time specified in paragraph 3 to: (i) perform Buyer Investigations; review all disclosures, reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(2), and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii) Deliver to Seller Signed Copies of Statutory and Other Disclosures Delivered by Seller in accordance with paragraph 11. (2) Buyer may, within the time specified in paragraph 3L(5), request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests (C.A.R.

Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs or other requests made and may only cancel based on contingencies in this Agreement.

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(3) Buyer shall, by the end of the times specified in paragraph 3L (or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (C.A.R. Form CR or CC). However, if any report, disclosure, or information for which Seller is responsible, is not Delivered within the time specified in paragraph 3N(1), then Buyer has 5 Days after Delivery of any such items, or the times specified in paragraph 3L, whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. If Delivery of any Report occurs after a contractual contingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive the contingency.
(4) Continuation of Contingency: Even after the end of the time specified in paragraph 3L and before Seller cancels, if at all, pursuant to paragraph 17C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 17C(1).

C. SELLER RIGHT TO CANCEL:
(1) SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. (2) SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS: Seller, after first Delivering to Buyer a Notice to Buyer to Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):
(i) Deposit funds as required by paragraph 3D(1) or 3D(2) or if the funds deposited pursuant to paragraph 3D(1) or 3D(2) are not good when deposited; (ii) Deliver updated contact information for Buyer's lender(s) as required by paragraph 5C(3); (iii) Deliver verification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as required by paragraph 5B or 6A; (iv) Deliver a letter as required by paragraph 6B; (v) In writing assume or accept leases or liens specified in paragraph 8I; (vi) Cooperate with the title company's effort to comply with the GTO as required by paragraph 16E; (vii) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraph 5A(2) and 36; (viii) Provide evidence of authority to Sign in a representative capacity as specified in paragraph 35; or (ix) Perform any additional Buyer contractual obligation(s) included in this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees allocated to Seller in this Agreement and already paid by Escrow prior to cancellation of this Agreement and notification to Escrow. (3) SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES: Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not already been removed or waived in writing.

D. BUYER RIGHT TO CANCEL:
(1) BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES: If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees allocated to Seller in the Agreement and already paid by Escrow prior to cancellation of this Agreement and notification to Escrow. (2) BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS: If, by the time specified, Seller has not Delivered any item specified in paragraph 3N(1) or Seller has not performed any Seller contractual obligation included in this Agreement by the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement. (3) BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES: Buyer may cancel this Agreement by good faith exercise of any Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing.

E. NOTICE TO BUYER OR SELLER TO PERFORM: The Notice to Buyer to Perform or Notice to Seller to Perform shall: (i) be in writing; (ii) be Signed by the applicable Buyer or Seller; and (iii) give the other Party at least 2 Days after Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Notice to Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 17, whether or not the Scheduled Performance Day falls on a Saturday, Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void and Seller or Buyer shall be required to Deliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.

F. EFFECT OF REMOVAL OF CONTINGENCIES:
(1) REMOVAL OF BUYER CONTINGENCIES: If Buyer removes any contingency or cancellation rights, unless Otherwise Agreed, Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for the non-delivery of any reports, disclosures or information outside of Seller's control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. (2) REMOVAL OF SELLER CONTINGENCIES: If Seller removes any contingency or cancellation rights, unless Otherwise Agreed, Seller shall conclusively be deemed to have: (i) satisfied themselves regarding such contingency, (ii) elected to proceed with the transaction; and (iii) given up any right to cancel this Agreement based on such contingency.

G. DEMAND TO CLOSE ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow (C.A.R.

Form DCE). The DCE shall: (i) be Signed by the applicable Buyer or Seller; and (ii) give the other Party at least 3 Days after Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the agreed time, the DCE shall be deemed invalid and void and Seller or Buyer shall be required to Deliver a new DCE.

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H. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale and escrow and release deposits, if any, to the Party entitled to the funds, less (i) fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and (ii) any escrow cancellation fee charged to that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. A release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award. A Party may be subject to a civil penalty of up to $1,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds (Civil Code § 1057.3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinion on whether either Party has acted in good faith or which Party is entitled to the deposited funds.

Buyer and Seller are advised to seek the advice of a qualified California real estate attorney regarding this matter.

18. REPAIRS: Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performed by others; (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition.

19. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property condition within the time specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 7B; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP).

20. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental payments, OA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are now a lien. Seller shall pay any OA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and OA special or emergency assessments that are due after Close Of Escrow. Property will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closing shall be prorated and paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (see C.A.R.

Form SPT or SBSA for further information). Seller agrees all service fees, maintenance costs and utility bills will be paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.

21. BROKERS AND AGENTS:

A. COMPENSATION: Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer.

B. SCOPE OF DUTY: Buyer and Seller acknowledge and agree that Agent: (i) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Agent; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale; (x) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.

Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals.

C. BROKERAGE: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed real estate broker (individual or corporate), agent, finder, or other entity, other than as specified in this Agreement, in connection with any act relating to the Property, including, but not limited to, inquiries, introductions, consultations, and negotiations leading to this Agreement. Buyer and Seller each agree to indemnify and hold the other, the Brokers specified herein and their agents, harmless from and against any costs, expenses or liability for compensation claimed inconsistent with the warranty and representation in this paragraph.

22. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER:

A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3S, 4A, 4B, 5A(1-2) 5D, 5E, 11A, 11D(2), 16 (except 16D), 17H, 20, 21A, 22, 26, 32, 34, 35, 39, 40, and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in paragraph 21A or paragraph 3 of the Real Estate Brokers Section is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.

B. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or OA or OA management company or others any fee required by paragraphs 3, 8, 11, or elsewhere in this Agreement.

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C. A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days after Acceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11A, Escrow Holder shall deliver to Buyer, Buyer's Agent, and Seller's Agent a Qualified Substitute statement that complies with federal Law. If Escrow Holder's Qualified Substitute statement does not comply with federal law, the Parties instruct escrow to withhold all applicable required amounts under paragraph 11A.

D. Agents are not a party to the escrow except for the sole purpose of receiving compensation pursuant to paragraph 21A and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in either of those paragraphs is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 21A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement.

E. Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement. Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provide any such invoices to Escrow Holder.

F. Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer's deposit of funds pursuant to paragraph 5A(1) and 5A(2). Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent: (i) if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow.

G. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment.

23. SELECTION OF SERVICE PROVIDERS: Agents do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.

24. MULTIPLE LISTING SERVICE (“MLS”): Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that: (i) any pictures, videos, floor plans (collectively, “Images”) or other information about the Property that has been or will be inputted into the MLS or internet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed after Close Of Escrow; (ii) California Civil Code § 1088(c) requires the MLS to maintain such Images and information for at least three years and as a result they may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents; and (iii) Seller, Seller's Agent, Buyer's Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.

25. ATTORNEY FEES AND COSTS: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 37A.

26. ASSIGNMENT: Buyer shall have the right to assign all of Buyer's interest in this Agreement to Buyer's own trust or to any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the separate written consent of Seller to a specified assignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with all documents related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re-sign or initial all documents provided. Whether or not an assignment requires seller's consent, at the time of assignment, assignee shall deliver a letter from assignee's lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, after first giving Assignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller's consent. If Buyer fails to provide the required information within this time frame, Seller's withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless Otherwise Agreed by Seller (C.A.R. Form AOAA).

27. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors and assigns, except as otherwise provided herein.

28. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Agent(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Agent(s) has/have made no representation concerning the existence, testing, discovery, location, and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discover, location and evaluation of/for, and risks posed by, environmentally hazardous substances, in any, located on or potentially affecting the Property.

29. AMERICANS WITH DISABILITIES ACT: The Americans With Disabilities Act (“ADA”) prohibits discrimination against individuals with disabilities. The ADA affects almost all commercial facilities and public accommodations. Residential properties are not typically covered by the ADA, but may be governed by its provisions if used for certain purposes. The ADA can require, among other things, that building be made readily accessible to the disabled. Different requirements apply to new construction, alterations to existing buildings, and removal of barriers in existing buildings. Compliance with the ADA may require significant costs. Monetary and injunctive remedies may be incurred if the Property is not in compliance. A real estate broker or agent does not have the technical expertise to determine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements. Buyer and Seller are advised to contact a qualified California real estate attorney, contractor, architect, engineer, or other qualified professional of Buyer or Seller's own choosing to determine to what degree, if any, the ADA impacts that principal or this transaction.

30. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws.

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31. COPIES: Seller and buyer each represent that Copies of all reports, certificates, approvals, and other documents that are furnished to the other are true, correct, and unaltered Copies of the original documents, if the originals are in the possession of the furnishing party.

32. DEFINITIONS and INSTRUCTIONS: The following words are defined terms in this Agreement, shall be indicated by initial capital letters throughout this Agreement, and have the following meaning whenever used:

A. “Acceptance” means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and is Delivered to the offering Party or that Party's Authorized Agent.

B. “Agent” means the Broker, salesperson, broker-associate or any other real estate licensee licensed under the brokerage firm identified in paragraph 2B.

C. “Agreement” means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed and Delivered by all Parties.

D. “As-Is” condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exercise any contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or as Otherwise Agreed.

E. “Authorized Agent” means an individual real estate licensee specified in the Real Estate Broker Section.

F. “C.A.R. Form” means the most current version of the specific form referenced or another comparable form agreed to by the Parties.

G. “Close Of Escrow”, including “COE”, means the date the grant deed, or other evidence of transfer of title, is recorded for any real property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.

H. “Copy” means copy by any means including photocopy, facsimile and electronic.

I. Counting Days is done as follows unless Otherwise Agreed: (1) The first Day after an event is the first full calendar date following the event, and ending at 11:59 pm. For example, if a Notice to Buyer to Perform (C.A.R. form NBP) is Delivered at 3 pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day “0” for purposes of counting days to respond to the NBP or calculating the Close Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. (2) All calendar days are counted in establishing the first Day after an event. (3) All calendar days are counted in determining the date upon which performance must be completed, ending at 11:59 pm on the last day for performance (“Scheduled Performance Day”). (4) After Acceptance, if the Scheduled Performance Day for any act required by this Agreement, including Close Of Escrow, lands on a Saturday, Sunday, or legal holiday, the performing party shall be allowed to perform on the next day that is not a Saturday, Sunday or legal holiday (“Allowable Performance Day”), and ending at 11:59 pm. (5) For the purposes of COE, any day that the Recorder's office in the County where the Property is located is closed, the COE shall occur on the next day the Recorder's office in that County is open. (6) COE is considered Day 0 for purposes of counting days Seller is allowed to remain in possession, if permitted by this Agreement.

J. “Day" or "Days” means calendar day or days. However, delivery of deposit to escrow is based on business days.

K. “Deliver”, “Delivered” or “Delivery” of documents, unless Otherwise Agreed, means and shall be effective upon personal receipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means (i) a Copy of the document, or as applicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used (i.e. e-mail, text, other), or (ii) an Electronic Copy of the document, or as applicable, link to the document, has been sent to any of the designated electronic delivery addresses specified in the Real Estate Broker Section on page 16. After Acceptance, Agent may change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designated electronic delivery address to the other Party. Links could be, for example, to DropBox or GoogleDrive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefers Delivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days after Delivery of the link (C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notify sender within the time specified above shall be deemed consent to receive, and Buyer opening, the document by link.

L. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party.

M. “Law” means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.

N. "Legally Authorized Signer" means an individual who has authority to Sign for the principal as specified in paragraph 39 or paragraph 40.

O. “Otherwise Agreed” means an agreement in writing, signed by both Parties and Delivered to each.

P. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement.

Q. "Sign" or “Signed” means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.

33. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a Counter Offer or addendum. If at least one but not all Parties initial, a Counter Offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers after Acceptance. The Parties have read and acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Party Signing the document is deemed to have read the document in its entirety.

34. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved in accordance with the Laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller.

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35. LEGALLY AUTHORIZED SIGNER: Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 39 and 40 appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer (i) represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii) shall Deliver to the other Party and Escrow Holder, as specified in paragraph 3N(4), evidence of authority to act in that capacity (such as but not limited to:
applicable portion of the trust or Certification Of Trust (Probate Code § 18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity).

36. LIQUIDATED DAMAGES:

If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYER AND

SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM DID).

Buyer's Initials / Seller's Initials /

37. MEDIATION:

A. The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center for Consumers (www.consumermediation.org) or through any other mediation provider or service mutually agreed to by the Parties.

The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. Mediation fees, if any, shall be divided equally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.

B. ADDITIONAL MEDIATION TERMS: (i) Exclusions from this mediation agreement are specified in paragraph 38B; (ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights under paragraph 38C; and (iii) Agent's rights and obligations are further specified in paragraph 38D.

38. ARBITRATION OF DISPUTES:

A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties, OR . The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the Parties mutually agree to a different arbitrator.

Enforcement of, and any motion to compel arbitration pursuant to, this agreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have the right to discovery in accordance with Code of Civil Procedure § 1283.05. The arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction.

B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) Any matter that is within the jurisdiction of a probate, small claims or bankruptcy court; (ii) an unlawful detainer action; and (iii) a judicial or nonjudicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code § 2985.

C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien.

D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.

Any Agents(s) participating in mediation or arbitration shall not be deemed a party to this Agreement.

E. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING

OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY

NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING

IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,

UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU

MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING

OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.”
Buyer's Initials / Seller's Initials /
VLPA REVISED 6/22 (PAGE 14 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 14 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46482
Property Address: Date:

39. OFFER
A. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer's Authorized Agent. Seller has no obligation to respond to an offer made.

B. ENTITY BUYERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure (C.A.R.

Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 35 for additional terms.
(3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Buyer as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #:
.

C. The VLPA has 16 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. BUYER SIGNATURE(S):
(Signature) By, Date:

Printed name of BUYER:

Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By, Date:

Printed name of BUYER:

Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA).

40. ACCEPTANCE
A. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer.

Seller's acceptance is subject to the attached Counter Offer or Back-Up Offer Addendum, or both, checked below.

Seller shall return and include the entire agreement with any response.

Seller Counter Offer (C.A.R. Form SCO or SMCO)
Back-Up Offer Addendum (C.A.R. Form BUO)
B. Entity Sellers: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form (C.A.R.

Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. (2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 35 for additional terms.
(3) The name(s) of the Legally Authorized Signer(s) is/are: , . (4) If a trust, identify Seller as trustee(s) of the trust or by simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust). If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #:
.

C. The VLPA has 16 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. SELLER SIGNATURE(S):
(Signature) By, Date:

Printed name of SELLER:

Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By, Date:

Printed name of SELLER:

Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA).

OFFER NOT ACCEPTED: / No Counter Offer is being made. This offer was not accepted by Seller (date) Seller's Initials
VLPA REVISED 6/22 (PAGE 15 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 15 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Gerardo Herrera
X
Matthew Ballantyne
City of Fontana
X Matthew Ballantyne City Manager
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46583
Property Address: Date:

REAL ESTATE BROKERS SECTION:

1. Real Estate Agents are not parties to the Agreement between Buyer and Seller.

2. Agency relationships are confirmed as stated in paragraph 2.

3. Cooperating Broker Compensation: Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists.

4. Presentation of Offer: Pursuant to the National Association of REALTORS® Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller's Agent shall confirm in writing that this offer has been presented to Seller.

5. Agents' Signatures and designated electronic delivery address:

A. Buyer's Brokerage Firm Lic. #
By Lic. # Date
By Lic. # Date
More than one agent from the same firm represents Buyer. Additional Agent Acknowledgement (C.A.R. Form AAA) attached.

More than one brokerage firm represents Buyer. Additional Broker Acknowledgement (C.A.R. Form ABA) attached.

Designated Electronic Delivery Address(es):

Email Text #
Alternate:
if checked, Delivery shall be made to the alternate designated electronic delivery address only.

Address City State Zip
B. Seller's Brokerage Firm Lic. #
By Lic. # Date
By Lic. # Date
More than one agent from the same firm represents Seller. Additional Agent Acknowledgement (C.A.R. Form AAA) attached.

More than one brokerage firm represents Seller. Additional Broker Acknowledgement (C.A.R. Form ABA) attached.

Designated Electronic Delivery Address(es) (To be filled out by Seller's Agent):

Email Text #
Alternate:
if checked, Delivery shall be made to the alternate designated electronic delivery address only.

Address City State Zip
ESCROW HOLDER ACKNOWLEDGMENT:

Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), Counter Offer numbers and , and agrees to act as Escrow Holder subject to paragraph 19 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions.

Escrow Holder is advised by that the date of Acceptance of the Agreement is Escrow Holder Escrow #
By Date
Address
Phone/Fax/E-mail
Escrow Holder has the following license number #
Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate.

PRESENTATION OF OFFER: / Seller's Brokerage Firm presented this offer to Seller on (date).

Broker or Designee Initials
© 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
VLPA REVISED 6/22 (PAGE 16 OF 16) Buyer's Initials / Seller's Initials / VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (VLPA PAGE 16 OF 16) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335 August 12, 2022 Sierra Realty Fontana, Inc. 02038519
Ken Galasso 00570875
9410 Sierra Ave. Fontana CA 92335
Sierra Realty Fontana, Inc 02038519
Ken Galasso 00570875
Bennett Escrow Services Inc
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46684

BUYER'S VACANT LAND ADDITIONAL INSPECTION

ADVISORY
(C.A.R. Form BVLIA, 11/13)
Property Address: ("Property").

A. IMPORTANCE OF PROPERTY INVESTIGATION: The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. For this reason, you should conduct thorough investigations of the Property personally and with professionals who should provide written reports of their investigations. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. Additionally, some inspections, such as those listed below, may be of particular importance when purchasing vacant land.

B. BUYER RIGHTS AND DUTIES: You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. The purchase agreement gives you the right to investigate the Property. If you exercise this right, and you should, you must do so in accordance with the terms of that agreement. This is the best way for you to protect yourself. It is extremely important for you to read all written reports provided by professionals and to discuss the results of inspections with the professional who conducted the inspection. You have the right to request that Seller make repairs, corrections or take other action based upon items discovered in your investigations or disclosed by Seller. If Seller is unwilling or unable to satisfy your requests, or you do not want to purchase the Property in its disclosed and discovered condition, you have the right to cancel the agreement if you act within specific time periods. If you do not cancel the agreement in a timely and proper manner, you may be in breach of contract.

C. SELLER RIGHTS AND DUTIES: Seller is required to disclose to you material facts known to him/her that affect the value or desirability of the Property. However, Seller may not be aware of some Property defects or conditions. Seller does not have an obligation to inspect the Property for your benefit nor is Seller obligated to repair, correct or otherwise cure known defects that are disclosed to you or previously unknown defects that are discovered by you or your inspectors during escrow. The purchase agreement obligates Seller to make the Property available to you for investigations.

D. BROKER OBLIGATIONS: Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as soil stability, geologic or environmental conditions, hazardous or illegal controlled substances, structural conditions of the foundation or other improvements, or the condition of the roof, plumbing, heating, air conditioning, electrical, sewer, septic, waste disposal, or other system. The only way to accurately determine the condition of the Property is through an inspection by an appropriate professional selected by you. If Broker gives you referrals to such professionals, Broker does not guarantee their performance. You may select any professional of your choosing. If you have entered into a written agreement with a Broker, the specific terms of that agreement will determine the nature and extent of that Broker's duty to you. YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS.

E. YOU ARE ADVISED TO CONDUCT INVESTIGATIONS OF THE ENTIRE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING:

1. FINANCE: Financing the purchase of vacant land finance and especially financing construction loans for the improvement of vacant land can provide particular challenges, including subordination agreements and insurance requirements. Buyer is advised to seek the assistance of reputable lenders in assistance with their decisions regarding financing of the property.

2. CONSTRUCTION COSTS: If Buyer is contemplating building improvements on the property, Buyer is advised that they will have to contact directly any contractors, service providers, suppliers, architects, utility companies regarding the costs of improvements. Buyer is advised to get written bids from all such persons regarding their decision to develop the property.

3. UTILITIES: Unimproved property may or may not have utilities available to the property. Buyer(s) is advised to obtain information from the public or private utility provider about the availability and cost of providing utilities to the property and whether necessary easements are in place to allow such utilities to the property.

4. ENVIRONMENTAL SURVEY: Unimproved land may have had or may have hazardous materials stored upon or under the land or been used by persons engaged in activities exposing the land to hazardous materials. The land may also be host to protected vegetation or animal life. Buyer(s) is advised to satisfy themselves as what hazards or protected plant or animal life are on the property and what impact they may have on Buyer's future plans for the property by seeking the help of a qualified professional.

Buyer's Initials ( ) ( ) Seller's Initials ( ) ( )
© 2013, California Association of REALTORS®, Inc.

BVLIA 11/13 (PAGE 1 OF 2)
BUYER'S VACANT LAND ADDITIONAL INSPECTION ADVISORY (BVLIA PAGE 1 OF 2) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46785
Property Address: Date:

5. NATURAL HAZARDS REPORTS: Buyer(s) is advised that while certain disclosures are required by state, federal and local laws, hazard disclosure companies can provide additional disclosures for both natural and man-made hazards or nuisances for a cost.

Buyer is advised to seek the advice of a natural hazards reporting company regarding additional reports and disclosures that buyer may wish to obtain.

6. SUBDIVISION OF THE PROPERTY: If Buyer's plans include future subdivision of the property (whether under the Subdivision Map Act of the Subdivided Lands Law) multiple, complex issues regarding city, county, state, and federal laws may be presented.

Buyer is strongly advised to seek the advice of California legal counsel familiar with federal, state and local subdivision requirements.

Buyer and Seller acknowledge and agree that Broker: (i) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (x) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals.

By signing below, Buyer and Seller each acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyer is encouraged to read it carefully.

SELLER Date
SELLER Date
BUYER Date
BUYER Date
© 2013, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats.

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.

This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
BVLIA 11/13 (PAGE 2 OF 2)
BUYER'S VACANT LAND ADDITIONAL INSPECTION ADVISORY (BVLIA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
City of Fontana
Gerardo Herrera
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46886

FAIR APPRAISAL ACT ADDENDUM
(C.A.R. Form FAAA, 6/22)
The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR Other (“Agreement”),
dated , on property known as ("Property"),
in which is referred to as (“Seller”)
and is referred to as (“Buyer”).

Any appraisal of the property is required to be unbiased, objective, and not influenced by improper or illegal considerations, including, but not limited to, any of the following: race, color, religion (including religious dress, grooming practices, or both), gender (including, but not limited to, pregnancy, childbirth, breastfeeding, and related conditions, and gender identity and gender expression), sexual orientation, marital status, medical condition, military or veteran status, national origin (including language use and possession of a driver's license issued to persons unable to provide their presence in the United States is authorized under federal law), source of income, ancestry, disability (mental and physical, including, but not limited to, HIV/ AIDS status, cancer diagnosis, and genetic characteristics), genetic information, or age.

If a buyer or seller believes that the appraisal has been influenced by any of the above factors, the seller or buyer can report this information to the lender or mortgage broker that retained the appraiser and may also file a complaint with the Bureau of Real Estate Appraisers at https://www2.brea.ca.gov/complaint/ or call (916) 552-9000 for further information on how to file a complaint.

By signing below, Buyer and Seller has each read, understands and acknowledges receipt of a copy of this Fair Appraisal Act Addendum.

Buyer Date
Buyer Date
Seller Date
Seller Date
© 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
FAAA 6/22 (PAGE 1 OF 1)
FAIR APPRAISAL ACT ADDENDUM (FAAA PAGE 1 OF 1)
Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
City of Fontana
Gerardo Herrera
Gerardo Herrera
City of Fontana
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
46987

CALIFORNIA CONSUMER PRIVACY ACT ADVISORY,

DISCLOSURE AND NOTICE
(C.A.R. Form CCPA, Revised 12/21)
The California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”) grants to California residents certain rights in their private, personal information (“PI”) that is collected by companies with whom they do business.

Under the CCPA, PI is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you. PI could potentially include photographs of, or sales information about, your property.

During the process of buying and selling real estate your PI will be collected and likely shared with others, including real estate licensees, a Multiple Listing Service, real estate internet websites, service providers, lenders, and title and escrow companies, to name several possibilities. Businesses that are covered by the CCPA are required to grant you various rights in your PI, including the right to know what PI is collected, “opt out” or stop the transfer of your PI to others, and the right to request that the business delete your PI entirely. You may get one or more notices regarding your CCPA rights from businesses you interact with in a real estate transaction. However, not all businesses that receive or share your PI are obligated to comply with the CCPA. Also, even businesses that are otherwise covered under the CCPA may have a legal obligation to maintain PI, notwithstanding your instruction to the contrary. For instance, regardless of whether they are covered by CCPA, under California law, brokers and Multiple Listing Services are required to maintain their records for 3 years. If you wish to exercise your rights under CCPA, where applicable, you should contact the respective business directly.

You can obtain more information about the CCPA and your rights under the law from the State of California Department of Justice (oag.ca.gov/privacy/ccpa).

I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory, Disclosure and Notice.

Buyer/Seller/Landlord/Tenant Date

Buyer/Seller/Landlord/Tenant Date

© 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
CCPA REVISED 12/21 (PAGE 1 OF 1)
CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Gerardo Herrera
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
47088

SELLER FINANCING ADDENDUM AND DISCLOSURE
(SEE IMPORTANT DISCLOSURE ON PAGE 4)
(California Civil Code §§ 2956-2967)
(C.A.R. Form SFA, Revised 6/22)
This is an addendum to the Purchase Agreement, OR Counter Offer No. , Other , ("Agreement"), dated ,
On property known as ("Property"),
between ("Buyer"),
and ("Seller").

Buyer and Seller are referred to as the "Parties."

PRIOR TO ENTERING INTO THIS SELLER FINANCING ADDENDUM, BUYER AND SELLER ARE ADVISED TO SEEK LEGAL

AND TAX ADVICE FROM A QUALIFIED CALIFORNIA REAL ESTATE ATTORNEY AND TAX CONSULTANT Seller agrees to extend credit to Buyer as follows:

1. PRINCIPAL; INTEREST; PAYMENT; MATURITY TERMS: Principal amount $ , interest at % per annum, payable at approximately $ per month, year, or other , remaining principal balance due in years. (Note: An interest rate of “0” or other rate below the Applicable Federal Rate” may trigger a tax on the seller for the amount of interest that would have been received if the minimum Applicable Federal Rate was charged.)

2. LOAN APPLICATION; CREDIT REPORT: Within 5 (or ) Days After Acceptance: (a) Buyer shall provide Seller a completed loan application on a form acceptable to Seller (such as a FNMA/FHLMC Uniform Residential Loan Application for residential one to four unit properties); and (b) Buyer authorizes Seller and/or Agent to obtain, at Buyer's expense, a copy of Buyer's credit report.

Buyer shall provide any supporting documentation reasonably requested by Seller. Seller, after first giving Buyer a Notice to Buyer to Perform, may cancel this Agreement in writing and authorize return of Buyer's deposit if Buyer fails to provide such documents within that time, or if Seller disapproves any above item within 5 (or ) Days After receipt of each item.

3. CREDIT DOCUMENTS: This extension of credit by Seller will be evidenced by: Note and deed of trust; All-inclusive note and deed of trust; Installment land sale contract; Lease/option (when Parties intend transfer of equitable title); OR Other (specify)
THE FOLLOWING TERMS APPLY ONLY IF CHECKED. SELLER IS ADVISED TO READ ALL TERMS, EVEN THOSE NOT CHECKED, TO UNDERSTAND WHAT IS OR IS NOT INCLUDED, AND, IF NOT INCLUDED, THE CONSEQUENCES THEREOF.

4. LATE CHARGE: If any payment is not made within Days After it is due, a late charge of either $ , or % of the installment due, may be charged to Buyer. NOTE: On single family residences that Buyer intends to occupy, California Civil Code § 2954.4(a) limits the late charge to no more than 6% of the total installment payment due and requires a grace period of no less than 10 days.

5. BALLOON PAYMENT: The extension of credit will provide for a balloon payment, in the amount of $ , plus any accrued interest, which is due on (date).

6. PREPAYMENT: If all or part of this extension of credit is paid early, Seller may charge a prepayment penalty as follows (if applicable): . Caution: California Civil Code § 2954.9 contains limitations on prepayment penalties for residential one-to-four unit properties.

7. DUE ON SALE: If any interest in the Property is sold or otherwise transferred, Seller has the option to require immediate payment of the entire unpaid principal balance, plus any accrued interest.

8.* REQUEST FOR COPY OF NOTICE OF DEFAULT: (Note: Only applicable if seller is financing a loan secured by a second or junior lien.) A request for a copy of Notice of Default as defined in California Civil Code § 2924b will be recorded and recording fees paid for by Buyer, Seller. If Not, Seller is advised to consider recording a Request for Notice of Default.

9.* REQUEST FOR NOTICE OF DELINQUENCY: (Note: Only applicable if seller is financing a loan secured by a second or junior lien. Statutory request for notice of delinquency is only valid for 5 years but may be renewed.) A request for Notice of Delinquency, as defined in California Civil Code § 2924e, to be signed, recorded and sent to senior lienholders, and recording and statutory lienholder fees paid for by Buyer, Seller will be made to senior lienholders. If not, Seller is advised to consider making a Request for Notice of Delinquency. Seller is advised to check with senior lienholders to verify whether they will honor this request.

10.* TAX SERVICE:

A. If property taxes on the Property become delinquent, tax service will be arranged to report to Seller. If not, Seller is advised to consider retaining a tax service, or to otherwise determine that property taxes are paid.

B. Buyer, Seller, shall be responsible for the initial and continued retention of, and payment for, such tax service.

11. TITLE INSURANCE: Title insurance coverage will be provided to both Seller and Buyer, insuring their respective interests in the Property. If not, Buyer and Seller are advised to consider securing such title insurance coverage.

12. HAZARD INSURANCE: (Note: Not applicable to vacant land unless insurable structures are on the land.) A. The Parties' escrow holder or insurance carrier will be directed to include a loss payee endorsement, adding Seller to the Property insurance policy. If not, Seller is advised to secure such an endorsement, or acquire a separate insurance policy.

B. Property insurance does not include earthquake or flood insurance coverage, unless checked:

Earthquake insurance will be obtained; Flood insurance will be obtained.

13. PROCEEDS TO BUYER: Buyer will receive cash proceeds at the close of the sale transaction. The amount received will be approximately $ , from (indicate source of
proceeds). Buyer represents that the purpose of such disbursement is as follows: . *(For Paragraphs 8-10) In order to receive timely and continued notification, Seller is advised to record appropriate notices and/or to notify appropriate parties of any change in Seller's address. © 2022, California Association of REALTORS®, Inc.

SFA REVISED 6/22 (PAGE 1 OF 4) Buyer's Initials / Seller's Initials / SELLER FINANCING ADDENDUM AND DISCLOSURE (SFA PAGE 1 OF 4) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com August 12, 2022
APNs 0232-091 18 and 19, Fontana, 92335
Gerardo Herrera
City of Fontana
X 100,000.00 5.000
25000 X Quarterly payment plus interest
X

10.000
X
Sierra Realty, 9410 Sierra Ave. Fontana CA 92335 909.822.1200 909.822.0324 Takay and Ken Galasso
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
47189
Property Address: Date:

14. NEGATIVE AMORTIZATION; DEFERRED INTEREST: Negative amortization results when Buyer's periodic payments are less than the amount of interest earned on the obligation. Deferred interest also results when the obligation does not require periodic payments for a period of time. In either case, interest is not payable as it accrues. This accrued interest will have to be paid by Buyer at a later time, and may result in Buyer owing more on the obligation than at its origination. The credit being extended to Buyer by Seller will provide for negative amortization or deferred interest as indicated below. (Check A, B, or C.

CHECK ONE ONLY.)
A. All negative amortization or deferred interest shall be added to the principal (e.g., annually, monthly, etc.), and thereafter shall bear interest at the rate specified in the credit documents (compound interest); OR B. All deferred interest shall be due and payable, along with principal, at maturity; OR C. Other .

15. ALL-INCLUSIVE DEED OF TRUST; REAL PROPERTY SALES CONTRACT (INSTALLMENT LAND SALE CONTRACT):

This transaction involves the use of an all-inclusive (or wraparound) deed of trust or an real property sales contract. That deed of trust or contract shall provide as follows:

A. In the event of an acceleration of any senior encumbrance, the party responsible for payment, or for legal defense is:

Buyer Seller; OR is not specified in the credit or security documents.

B. In the event of the prepayment of a senior encumbrance, the responsibilities and rights of Buyer and Seller regarding refinancing, prepayment penalties, and any prepayment discounts are: ; OR are not specified in the documents evidencing credit.

C. Buyer will make periodic payments to (Seller,
collection agent, or any neutral third party), who will be responsible for disbursing payments to the payee(s) on the senior encumbrance(s) and to Seller. NOTE: The Parties are advised to designate a neutral third party for these purposes.

16. TAX IDENTIFICATION NUMBERS: Buyer and Seller shall each provide to each other, through escrow if used, their Social Security Numbers or Taxpayer Identification Numbers. (Note: This information is necessary to report interest paid and received.

Escrow will exchange the information on close of escrow.)

17. OTHER CREDIT TERMS, CONDITIONS, AND ADDENDA

18. RECORDING: The documents evidencing credit (paragraph 3) will be recorded with the county recorder where the Property is located, and recording fees paid for by Buyer, Seller. If not, Buyer and Seller are advised that their respective interests in the Property may be jeopardized by intervening liens, judgments, encumbrances, or subsequent transfers.

19. JUNIOR FINANCING: There will be additional financing, secured by the Property, junior to this Seller financing. Explain:

20. SENIOR LOANS AND ENCUMBRANCES: The following information is provided on loans and/or encumbrances that will be senior to Seller financing. NOTE: The following are estimates, unless otherwise marked with an asterisk (*). If checked: A separate sheet with information on additional senior loans/encumbrances is attached. 1st 2nd
Lender/Servicer Name:

Loan Number:

A. Original Balance $ $
B. Current Balance $ $
C. Periodic Payment (e.g. $100/month): $ $ /
Including Impounds of: $ $ /
D. Interest Rate (per annum) % %
E. Fixed or Variable Rate:

If Variable Rate: Lifetime Cap (Ceiling)
Indicator (Underlying Index)
Margins
F. Maturity Date
G. Amount of Balloon Payment $ $
H. Date Balloon Payment Due
I. Potential for Negative Amortization? (Yes, No, or Unknown) J. Due on Sale? (Yes, No, or Unknown)
K. Pre-payment penalty? (Yes, No, or Unknown)
L. Are payments current? (Yes, No, or Unknown)

21. BUYER'S CREDITWORTHINESS: (CHECK EITHER A OR B. Do not check both.) In addition to the loan application, credit report and other information requested under paragraph 2:

A. No other disclosure concerning Buyer's creditworthiness has been made to Seller; OR B. The following representations concerning Buyer's creditworthiness are made by Buyer(s) to Seller:

Borrower

1. Occupation

2. Employer

3. Length of Employment

4. Monthly Gross Income

5. Other
Co-Borrower

1. Occupation

2. Employer

3. Length of Employment

4. Monthly Gross Income

5. Other
SFA REVISED 6/22 (PAGE 2 OF 4) Buyer's Initials / Seller's Initials / SELLER FINANCING ADDENDUM AND DISCLOSURE (SFA PAGE 2 OF 4) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
X
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
47290
Property Address: Date:

22. ADDED, DELETED OR SUBSTITUTED BUYERS: The addition, deletion or substitution of any person or entity under this Agreement or to title prior to close of escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity.

23. CAUTION:

A. If the Seller financing requires a balloon payment, Seller shall give Buyer written notice, according to the terms of Civil Code § 2966, at least 90 and not more than 150 days before the balloon payment is due if the transaction is for the purchase of a dwelling for not more than four families.

B. If any obligation secured by the Property calls for a balloon payment, Seller and Buyer are aware that refinancing of the balloon payment at maturity may be difficult or impossible, depending on conditions in the conventional mortgage marketplace at that time. There are no assurances that new financing or a loan extension will be available when the balloon prepayment, or any prepayment, is due.

C. If any of the existing or proposed loans or extensions of credit would require refinancing as a result of a lack of full amortization, such refinancing might be difficult or impossible in the conventional mortgage marketplace.

D. In the event of default by Buyer: (1) Seller may have to reinstate and/or make monthly payments on any and all senior encumbrances (including real property taxes) in order to protect Seller's secured interest; (2) Seller's rights are generally limited to foreclosure on the Property, pursuant to California Code of Civil Procedure § 580b; and (3) the Property may lack sufficient equity to protect Seller's interests if the Property decreases in value.

If this four-page Addendum and Disclosure is used in a transaction for the purchase of a dwelling for not more than four families, it shall be prepared by an Arranger of Credit as defined in California Civil Code § 2957(a). (The Arranger of Credit is usually the agent who obtained the offer.)
Arranger of Credit - (Print Firm Name) By Date
Address City State Zip
Phone
BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT BROKERS: (A) WILL NOT PROVIDE LEGAL OR TAX ADVICE; (B) WILL NOT

PROVIDE OTHER ADVICE OR INFORMATION THAT EXCEEDS THE KNOWLEDGE, EDUCATION AND EXPERIENCE REQUIRED TO OBTAIN A REAL ESTATE LICENSE; OR (C) HAVE NOT AND WILL NOT VERIFY ANY INFORMATION PROVIDED BY EITHER BUYER OR SELLER. BUYER AND SELLER AGREE THAT THEY WILL SEEK LEGAL, TAX AND OTHER DESIRED ASSISTANCE FROM APPROPRIATE PROFESSIONALS. BUYER AND SELLER ACKNOWLEDGE THAT THE INFORMATION EACH HAS PROVIDED TO THE ARRANGER OF CREDIT FOR INCLUSION IN THIS DISCLOSURE FORM IS ACCURATE. BUYER AND SELLER FURTHER ACKNOWLEDGE THAT EACH HAS RECEIVED A COMPLETED COPY OF THIS DISCLOSURE FORM.

Buyer Date
Buyer Date
Seller Date
Seller Date
SFA REVISED 6/22 (PAGE 3 OF 4)
SELLER FINANCING ADDENDUM AND DISCLOSURE (SFA PAGE 3 OF 4) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com APNs 0232-091 18 and 19, Fontana, 92335
Sierra Realty Fontana Inc
Ken Galasso
9410 Sierra Ave. Fontana CA 92335
Gerardo Herrera
City of Fontana
Takay and
Authentisign ID: FCE27B09-6AAF-4A62-BD77-EC45975042FA
47391
474
93 16498.00100\40402300.3
RESOLUTION NO. 2022-____

A RESOLUTION OF THE CITY COUNCIL OF FONTANA,

CALIFORNIA, TO CONVEY THAT CERTAIN REAL PROPERTY

LOCATED SOUTH OF FOOTHILL BOULEVARD AND WEST OF

TOKAY AVENUE IN FONTANA, CALIFORNIA (ASSESSOR PARCEL
NUMBERS 0232-091-18 AND 0232-091-19) TO SONORA TIRES
ROUTE 66, INC, PURSUANT TO GOVERNMENT CODE SECTION
37350, ET SEQ.

WHEREAS, the City of Fontana, a municipal corporation ("City"), is the owner of certain 5,900 square-foot and 9,600 square foot parcels of real property generally located south of Foothill Boulevard and west of Tokay Avenue in the City of Fontana, California (APNs 0232-091-18 and 0232-091-19, respectively), and consisting of uneconomic remnant parcels acquired for Foothill Boulevard and Tokay Avenue, and more specifically described in Exhibit “A” attached hereto and incorporated herein by this reference ("Property"); and
WHEREAS, Assembly Bill 1486 went into effect on January 1, 2020 and expands the Surplus Land Act (“Act”) requirements for local agencies to incentivize development of more affordable housing on surplus properties; and
WHEREAS, Pursuant to the provision of the Act, City staff has determined that the sale of the Property constitutes "exempt surplus land" under Government Code Section 54221(f)(1)(E), as “surplus land that is a former street, right of way, or easement, and is conveyed to an owner of an adjacent property;” and WHEREAS, City staff has determined Government Code Section 54221(f)(1)(E) is applicable since the Property was acquired for right of way purposes described herein, and that the proposed sale of Property consists of uneconomic remnants resulting from that right of way, that are to be sold to Sonora Tires Route 66, Inc. (“Developer”), who owns property adjacent to the Property; and WHEREAS, Government Code Section 54222.3 states that the Act does not apply to the disposal of exempt surplus land; and
WHEREAS, Government Code Section 37420 through 37430 authorizes the City to dispose of public property; and
WHEREAS, California Government Code Section 37351 provides that the legislative body of a city may “may control, dispose of, and convey … [real] property for the benefit of the city”; and
WHEREAS, the City desires to take final action regarding the conveyance of the Property; and
94 16498.00100\40402300.3
WHEREAS, Under the California Environmental Quality Act (Pub. Resources Code, §§21000 et seq.) (“CEQA”) and the State CEQA Guidelines (Cal. Code Regs. tit.14, §§15000 et seq.) City Staff have determined based on its independent review the sale of this Property is exempt from CEQA, because this surplus government property is not located in an area of statewide, regional, or areawide concern identified in CEQA Guidelines Section 15206(b)(4).

NOW, THEREFORE, THE CITY DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS:

Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

Section 2. Surplus Land Act Declaration and Findings. The City Council declares, based on the Recitals and all other information and testimony provided, that the Property is “exempt surplus land” under the Surplus Land Act pursuant to Government Code Section 54221(f)(1)(E), because the Property was originally acquired for right of way purposes and now consists of uneconomic remnants resulting from that right of way and will be sold to Developer, who owns property adjacent to the Property.

Section 3. Common Benefit Findings. The City Council finds that, based on the Recitals and all other information and testimony provided, sale of the Property to Developer (owner of the adjacent business enterprise) at fair market value will result in a common benefit to the City, its residents, and visitors, in the form of relief of the currently over-crowded parking conditions in existence at this location and particularly for Developer’s business. Additional parking should also contribute to an increase in general business activity and economic growth to everyone’s mutual benefit.

Section 4. Compliance with California Code of Civil Procedure. There has been compliance by the City with the requirements of Section 1245.235 of the California Code of Civil Procedure regarding notice and hearing.

Section 5. CEQA. The proposed sale of the property is exempt from environmental review pursuant to the California Environmental Quality Act (Pub.

Resources Code, §§ 21000 et seq.) (“CEQA”) and the State CEQA Guidelines (Cal.

Code Regs, tit. 14 §§ 15000 et seq.). Specifically, City Staff have determined based on its independent review the sale of this Property is exempt from CEQA under the Class 12, Categorical Exemption for the sale of surplus government property (State CEQA Guidelines § 15312), because this surplus government property is not located in an area of statewide, regional, or areawide concern identified in CEQA Guidelines Section 15206(b)(4). The City Clerk is authorized and directed to file a Notice of Exemption with the appropriate official of the County of San Bernardino, California within (5) days following the date of the adoption of this Resolution.

Section 6. Description of the Property. The Property is generally located south of Foothill Boulevard and west of Tokay Avenue in the City of Fontana, California 95 16498.00100\40402300.3
(APNs: 0232-091-18 and 0232-091-19) and is further depicted in Exhibit “A" attached to this Resolution.

Section 7. Approval of Purchase and Sale Agreement. The Purchase and Sale Agreement for the conveyance of the Property to Developer, is hereby approved by the City Council in substantially the same form as hereto attached as Exhibit “B”, together with any such changes as hereafter approved by the City Manager and the City Attorney deemed to be within the City’s best interest.

Section 8. Implementation. The City Manager or designee is authorized to sign and enter into the Purchase and Sale Agreement on behalf of the City and to take any other actions reasonably necessary to implement its terms.

Section 9. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City declares that the City would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

Section 10. Effective Date. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify the vote adopting this resolution.

APPROVED AND ADOPTED this __ day of August, 2022.
____________________________________
City Attorney
I, Ashton Arocho, Deputy City Clerk of the City of Fontana, California, do hereby certify that the foregoing Resolution is the actual Resolution duly and regularly adopted by the City Council at a regular meeting of said City Council on the ___ day of August, 2022, by the following to-wit:

AYES:

NOES:

ABSENT:

City Clerk of the City of Fontana
Mayor of the City of Fontana
96 16498.00100\40402300.3
ATTEST:

City Clerk
97 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1815 Agenda Date: 11/9/2022
Agenda #: D. Category: Consent Calendar
FROM:

Administrative Services
SUBJECT:

License Agreement for APN's 0232-201-12 and 0232-201-13 RECOMMENDATION:

1. Approve a License Agreement for property located south of Arrow Route bordered by Tokay Ave. and Citrus Ave in west central Fontana, more specifically described as APNs #0232-201-12 and 0232-201-13

2. Authorize the City Manager to execute any documents necessary or appropriate to effectuate said approvals and/or License Agreement.

COUNCIL GOALS:
· Promote economic development by concentrating on job creation. · Practice sound fiscal management by living within our means while investing in the future.
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by construction of affordable high-quality multi-family housing.
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by acquisition, substantial rehabilitation, and professional management of selected multi-family properties to provide more affordable units and reduce crime and code enforcement activity.

DISCUSSION:

Water of Life/CityLink, located at 8440 Nuevo, Ave. and 16815 Spring St., has a need to relocate from their current location due to the City’s need for the property they lease from us.

The city owned property referred to by APNs 0232-201-12 and 0232-201-13 South of Arrow Route bordered by Tokay Ave. and Citrus Ave has been identified as optimal for Water of Life/CityLink to acquire and build to their needs allowing them to move the CityLink operations from its current location to this new location.

The project is intended to be developed in three phases. The first phase would replace the services provided by CityLink at their current location and would allow them to vacate that facility by April 2024.

City of Fontana Page 1 of 2 Printed on 11/3/2022
powered by Legistar™ 98
File #: 21-1815 Agenda Date: 11/9/2022
Agenda #: D. Category: Consent Calendar
To meet the development deadline for phase 1, Water of Life/Citylink needs to take possession of this property by 11/2022 so they can begin construction. Due to the complexities of the deal, we are not able to complete a sales contract in this time frame. Therefore, we are proposing a short-term license agreement to give Water of Life access to the property and begin construction. Monthly payments will be $10,133.

Proposed term for the license is 4 months to allow us to complete the sales contract.

FISCAL IMPACT:

The City would receive monthly license proceeds in the amount of $10,133 for the duration of the lease.

MOTION:

Approve staff recommendation
City of Fontana Page 2 of 2 Printed on 11/3/2022
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100
16498.00100\40817146.2
1 LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered into on November 9, 2022 (“Effective Date”) by and between the CITY OF FONTANA, a California municipal corporation (“City”), and WATER OF LIFE COMMUNITY CHURCH, LLC, a California nonprofit corporation (“Licensee”).

City and Licensee are sometimes referred to herein individually as “Party” and collectively as “Parties.”
Recitals
A. The City owns that certain real property consisting of approximately 4.2 acres of land located at Etiwanda Vineyard, Fontana California, currently vacant land, commonly described as APN 0232-201-12 and APN 0232-201-13, as more particularly described in Exhibit A, attached hereto and incorporated herein by reference (the “Property”); and B. The Parties are currently negotiating a Purchase and Sale Agreement (“PSA”) for the sale of the Property and anticipate those negotiations to result in a separate agreement prior to or at the expiration of this Agreement. The PSA will require Licensee (purchaser under the PSA) to construct and develop the Property for certain private, nonprofit-related improvements, as well as certain community-service-related improvements at least similar in scope and size as those provided by Licensee in the City (the “Project”); and
C. Prior to the transfer of the Property under the PSA, Licensee desires to obtain a temporary license for the limited purposes of entering the Property to prepare the Property for the Project; and
D. City desires to accommodate Licensee’srequest on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:

Terms

1. License. City hereby grants to Licensee a revocable, exclusive, nontransferable License to access the Property for the limited purpose of allowing Licensee to conduct due diligence and otherwise prepare the Property (including grading and site work contained within the Rough Grading and Precise Grading permits.) for eventual development of the Project and sale under the PSA (the “License”). Licensee shall not use the Property for any other purposes whatsoever, except as authorized by subsequent written agreement signed by City. The Parties hereby acknowledge and agree that use of the Property by Licensee, as set forth in this Agreement, is with the consent of City and shall be considered permissive. Nothing in this Agreement shall be interpreted as, or otherwise deemed to be, a transfer or conveyance of any interest in the Property whatsoever between City and Licensee. The Parties hereby acknowledge and agree that nothing in the Agreement shall be interpreted as an agreement for the lease or other use of the Property by Licensee. 101
16498.00100\40817146.2
2 2. Property Preparation and Due Diligence. Licensee shall within 15 days of the Effective Date of this Agreement apply for all necessary permits to commence property preparation (including grading) and due diligence. Licensee shall properly dispose of all material removed from the Property in accordance with all Federal, State and local laws related to disposal of hazardous materials, as applicable. The Fontana City Manager may extend the timeframes set forth herein by ten days upon request of the Licensee. Any additional extensions of time will be subject to consideration by the City Council approval.

3. Term and Fees. The term of this License shall commence on the Effective Date and shall, unless otherwise modified, continue until the earlier of: (a) the date on which Property preparation and due diligence is complete; (b) the close of escrow pursuant to the Purchase and Sale Agreement; (c) the termination or material breach by Licensee of the Purchase and Sale Agreement and the terms therein contained; (d) March 1, 2023, or (d) if, at any time, Licensee fails or refuses to comply with or carry out any of the terms herein contained, after receiving a ten day written notice of such failure and a cure is not made within said ten ay period, City may revoke and terminate this Agreement. As consideration for City granting this License, Licensee will pay to the City the sum of $10,333, in arrears, for each partial or full calendar month this License Agreement is in effect. Any and all payments made hereunder shall be credited to interest-only payments anticipated under the PSA.

4. Removal of Property upon Termination. Licensee agrees to remove all of Licensee’s equipment and property and any and all debris from the Property within 72 hours of termination of this Agreement. In the event any equipment or property are not timely removed, City will have the right to remove such equipment or property and Licensee agrees to be responsible for all associated costs of such removal.

5. Compliance with Law.

5.1 Federal, State and Local Laws. Licensee shall conduct its activities related to the License in compliance with all Federal, State and local laws.

5.2 Prevailing Wages.
(a) LICENSEE ACKNOWLEDGES THAT CITY HAS MADE NO

REPRESENTATION, EXPRESS OR IMPLIED, TO LICENSEE OR ANY PERSON

ASSOCIATED WITH LICENSEE REGARDING WHETHER OR NOT LABORERS EMPLOYED

RELATIVE TO THE LICENSE MUST BE PAID THE PREVAILING PER DIEM WAGE RATE

FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE OF CALIFORNIA, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. LICENSEE

AGREES WITH CITY THAT LICENSEE SHALL ASSUME THE RESPONSIBILITY AND BE

SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT LABORERS EMPLOYED

RELATIVE TO THE LICENSE MUST BE PAID THE PREVAILING PER DIEM WAGE RATE

FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE OF CALIFORNIA, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. (b) LICENSEE, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND

ASSIGNS, WAIVES AND RELEASES CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. LICENSEE 102
16498.00100\40817146.2
3 ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 5.2, WHICH READS AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME

OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY

HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY.

BY INITIALING BELOW, LICENSEE KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 5.2:
_________________
Licensee’s Initials
(c) ADDITIONALLY, LICENSEE SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS CITY, PURSUANT TO SECTION 8, AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781 ARISING FROM THIS AGREEMENT OR THE LICENSE.

5.3 Permits. Before the commencement of any of the work authorized by this Agreement, Licensee shall secure any and all governmental permits which may be required. City does not make any representation that it will issue or otherwise assist in the issuance of any such permit. City shall have no obligation or liability to verify whether Licensee has obtained all necessary permits and approvals.

6. Hazardous Materials. Licensee shall not under any circumstances store or bring onto the Property any Hazardous Materials, and shall be solely responsible for the removal of any Hazardous Material, including asbestos, pursuant to this Agreement. As used in this Agreement, the term “Hazardous Material” means any substance, material or waste which is (1) defined as a “hazardous waste,” “hazardous material,” hazardous substance,” “extremely hazardous waste,” or “restricted hazardous waste” under any provision of California law; (2) petroleum or petroleum products; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. section 1251 et seq. (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §1317); (7) defined as a “hazardous substance: pursuant to the Resource Conversation and Recover Act, 42 U.S.C. section 6901 et seq. (42 U.S.C. §6903) or its implementing regulations; (8) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq. (42 U.S.C. §9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.

7. Insurance. Licensee, at its sole cost and expense, shall obtain and maintain in full force and effect insurance in the amounts and coverage set forth below. Failure by Licensee to 103
16498.00100\40817146.2
4 maintain all insurance required herein in effect at all times shall constitute a default under this Agreement.
(A) Comprehensive General Liability Insurance endorsed for property-operations, products/completed operations and contractual liability, in the amount of at least $2,000,000 for any occurrence, $4,000,000 annual aggregate and $1,000,000 property damage. (B) Comprehensive Auto Liability Insurance endorsed for all owned and non-owned vehicles with a combined single limit of at least $1,000,000 per occurrence. (C) Workers Compensation Insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services on behalf of Licensee under this Agreement and all risks to such persons and employer's liability insurance with a limit of no less than $1,000,000 per employee and $1,000,000 per occurrence.
(D) Proof of Coverage. Executed copies of all policies of insurance or certificates thereof shall be delivered to City. All insurance policies required by this Agreement shall name City as an additional insured. As often as any such policies shall expire or terminate, renewal or additional policies shall be procured and maintained in like manner and to like extent. All policies of insurance must contain a provision that the company writing such policy will give all parties 30 days advance written notice of any cancellation or lapse of the effective date or any reduction in the amounts of insurance.

8. Indemnification. Licensee agrees to protect and does hereby indemnify and hold City harmless from all demands, claims, actions and damages to any person or property (including reasonable attorneys’ fees) arising out of or connected with the use or entrance onto the Property by License, its agents, employees and guests, other than those directly attributable (and then to the extent attributable) to the gross negligence or willful misconduct of City, its agents and employees.

9. Sole Cost and Expense; Limited Exception. Licensee expressly acknowledges that it is entering into this Agreement and performing the work authorized hereunder at its own risk. Licensee acknowledges that any work Licensee chooses to perform in connection with this Agreement shall be at its sole cost and expense. Licensee further acknowledges that any activity or work or act by Licensee made in connection with this Agreement will not impose any obligation upon City to compensate Licensee, to convey any sort of property interest to Licensee, or enter into or retain any agreement with Licensee, including, without limitation, the Purchase and Sale Agreement. Notwithstanding the preceding provisions of this Section 9, if, through no fault of Licensee, City terminates this Agreement prior to the expiration of the term set forth in Section 3 above, Licensee shall be entitled to reimbursement of all actual and reasonable expenses incurred in Property preparation only (including grading, and site work contained within the Rough Grading and Precise Grading permits). Such reimbursement shall be made no later than 60 days after such termination.

10. Payment of Costs. Licensee shall be solely responsible for all costs and expenses of all activities contemplated by this Agreement. Licensee shall assure that its activities do not result in the filing or attempted enforcement of any claims or liens against the Property. 104
16498.00100\40817146.2
5 11. No Third Party Rights. This Agreement is entered into between and solely for the benefit of City and Licensee. No other person shall have any right to enforce the terms of this Agreement.

12. Use Prohibitions. Licensee agrees that in connection with the use and operation of the Property it will not:

12.1 Sell or assign its interest in this Agreement; or

12.2 Sublease all or any portion of the Property and improvements thereon without the express written consent of City; or

12.3 Use or permit the use of any objectionable advertising medium such as, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, radio or broadcast in such manner that any sounds reproduced, transmitted or produced shall be directed primarily beyond the Property, or background music and will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Property; or

12.4 Cause or permit substantial and obnoxious odors to emanate or be dispelled from the improvements; or

12.5 Permit undue accumulations of garbage, trash, rubbish or any other refuse; or

12.6 Create, cause, maintain or permit any nuisance (as defined under applicable law) in, on or about the Property; or

12.7 Commit or suffer to be committed any waste (as defined under applicable law) in, on or about the Property; or

12.8 Knowingly use or allow the Property to be used for any unlawful purpose, or for any purpose which violates the terms of any recorded instrument which affects the Property and which is senior in priority to this License; or

12.9 Cause or permit any insurance coverage on the Property to become void or voidable (unless Licensee has previously obtained replacement coverage in the same amounts) or make it impossible to obtain any required insurance at commercially feasible rates; or

12.10 Violate any law, ordinance or regulation applicable to the Property and the improvements thereon.

13. Notices. Any notice to be given or other document to be delivered by either party to the other hereunder shall be in writing and shall be deemed to have been duly given and received as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below:

City: City of Fontana
8353 Sierra Ave.

Fontana, CA 92335
Attention: City Manager
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16498.00100\40817146.2
6 With a copy to: Best Best & Krieger, LLP
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Attention: Ruben Duran, City Attorney
Licensee: Water of Life Community Church

ADDRESS

ADDRESS
Attention: NAME
With a copy to: AS DESIGNATED
Any Party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified.

14. Assignment. This License is personal to Licensee and may not be assigned without the prior written consent of the City, which may grant or withhold consent in its sole discretion. The foregoing is not intended to limit or prevent Licensee from allowing contractors, agents, or employees to perform Property preparation (including grading) or due diligence under this Agreement.

15. Attorneys’ Fees. If a Party commences an action against the other Party arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and costs.

16. Governing Law. The interpretation and enforcement of this Agreementshall be governed by the laws of the State of California.

17. Entire Agreement; Severability. Notwithstanding any references in this Agreement to the Purchase and Sale Agreement herein contained, this Agreement contains the sole and complete agreement between the parties relating to the License. This Agreement may not be changed orally and may be amended only by an agreement in writing signed by both parties. In the event that any provision of this Agreement shall be held to be or become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or such provision in other circumstances, shall not in any way be affected or impaired. [Signatures on following page]
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16498.00100\40817146.2
7 SIGNATURE PAGE
TO

LICENSE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.

LICENSEE:

WATER OF LIFE COMMUNITY CHURCH
a California nonprofit corporation
By:

By:

CITY:

CITY OF FONTANA, a California Municipal
Corporation
By:

Fontana City Manager
Attest:

By:

Fontana City Clerk
Approved as to form:

Best Best & Krieger LLP
By:

Fontana City Attorney
107
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1791 Agenda Date: 11/9/2022
Agenda #: E. Category: Consent Calendar
FROM:

Economic Development
SUBJECT:

Fontana Chamber of Commerce Contractual Services Agreement and Lease Agreement RECOMMENDATION:

1. Approve and authorize the City Manager to execute a contractual services agreement between the City of Fontana and the Fontana Chamber of Commerce in the amount of $50,000 to provide service and outreach to the business community, and

2. Approve a three-year Lease Agreement for $1.00 per year for office space for the Fontana Chamber of Commerce.

COUNCIL GOALS:
· Promote economic development by concentrating on job creation. · Promote economic development by pursuing business attraction, retention, and expansion.
· Promote economic development by being business friendly at all levels and striving to constantly improve the city's competitiveness.

DISCUSSION:

The City of Fontana and the Fontana Chamber of Commerce has had a business services agreement in place for more than twelve (12) years. Pursuant to the attached agreement the Fontana Chamber of Commerce will continue to provide support for Fontana's business community.

Included in the business services agreement are services to support the City of Fontana's efforts in the areas of business outreach, community enhancement activities and information services for visitors and residents.

In addition to the contractual services agreement, staff is recommending approval of a low/no cost lease for the building (2,300 square feet) currently occupied by the Fontana Chamber of Commerce.

The lease is valued at $41,400 annually ($1.50 per square feet) and additionally included is any maintenance needed and utility costs for the building at a valued cost to the City of $25,760 ($11.20 per square foot). The total in-kind value of the office space for the Fontana Chamber of Commerce is $67,160.

FISCAL IMPACT:

The cost of the contract as recommended has been included in the budget for Fiscal Year 2022-23 in account 10110500-8130, Economic Development.

City of Fontana Page 1 of 2 Printed on 11/2/2022
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File #: 21-1791 Agenda Date: 11/9/2022
Agenda #: E. Category: Consent Calendar
MOTION:

Approve Staff Recommendations
City of Fontana Page 2 of 2 Printed on 11/2/2022
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AGREEMENT FOR SERVICES BETWEEN

THE CITY OF FONTANA AND

THE FONTANA CHAMBER OF COMMERCE
THIS CONTRACTUAL SERVICES AGREEMENT (hereinafter the "Agreement") is made this 1st day of July, 2022, (the "Effective Date") by and between the City of Fontana (hereinafter the "City"), a municipal corporation, with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335, and the Fontana Chamber of Commerce (hereinafter the "Chamber"), a California nonprofit corporation, with its principal place of business at 8491 Sierra Ave., Fontana, California 92335. The City and the Chamber are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS.

A. The Chamber is a coalition of people and businesses dedicated to the promotion and advancement of commercial, industrial, professional, and civic interests in the City, as reflected in its stated mission: “to promote the continuous improvement of the common good and the quality of life in our city through the pursuit of new businesses; the cultural, social atmosphere, and economic education of our citizens by providing accurate and timely assistance to the business community.” B. In order to carry out its mission, the Chamber, among other things, develops, provides, promotes and manages public events in the City. The Chamber events benefit City residents by providing a source of recreation and community enjoyment and benefit the City by increasing exposure to and showcasing the City, and increasing patronage of City businesses during the events, which increases the City’s sales tax base.

C. In recognition of these benefits, the City desires to provide financial support to the Chamber in the form of monetary contributions.

D. The Parties desire to memorialize the terms of this exchange, as provided in this Agreement.

E. Incorporation of Recitals. The Parties agree that the above recitals are true and correct and are incorporated herein by this reference.
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:

ARTICLE 1. ENGAGEMENT AND SERVICES OF THE CHAMBER.

1.1 Engagement of the Chamber. The City hereby engages the Chamber, and the Chamber promises and agrees to furnish to the City, subject to the terms and conditions set forth in this Agreement, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services. The services are more particularly described in Exhibit A (“Scope of Services”) attached hereto and incorporated herein by reference (“Services”). The Chamber agrees to perform the Services in accordance with the terms and conditions of this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

1.2 Term. The term ("Term") of this Agreement shall be from July 1, 2022, to June 30, 2023, with the option to extend for two – one-year terms. This Agreement may be renewed annually in writing by mutual agreement of the City (by its City Manager) and the Chamber (by its President). Either Party may terminate the Agreement with 90-day notice prior to completion of the existing Term.

1.3 As a condition precedent to the renewal of the Term as described in the preceding paragraph, the Chambers' performance under the terms of this Agreement, and, specifically, its compliance with the goals and objectives set forth therein, shall be reviewed annually by the City Manager. The City Manager shall complete its review by March 15 of each fiscal year. The City Manager'sdetermination that the Chamber is meeting the goals and objectives established by this Agreementis a condition precedent to the extension of the Term of this Agreement as described in the preceding paragraph. Following his or her review, the City Manager shall notify the Chamber that the City has either elected to allow the Term of this Agreement to be extended for an additional year, or that the City has elected to issue a ninety (90) day notice of termination.

ARTICLE 2. RESPONSIBILITIES OF THE CHAMBER.

2.1 Progress. The Chamber shall work closely and cooperate fully with the City at all reasonable times. The Chamber shall report on the progress of the activities and projects planned in connection with this Agreement quarterly to the City Manager.

2.2 Quarterly Report. Every fiscal quarter, the Chamber shall submit to the City Manager a written and oral report ("Quarterly Report") regarding the status and progress of the Services. The Quarterly Report shall be due on or before the fifteenth (15th) day of each fiscal quarter. The Quarterly Report shall include a detailed summary of the activities performed and planned in connection with this Agreement via the activity report identified as Exhibit A-4. This includes trainings, programs, seminars, and workshops. The report shall also identify all quantifiable milestones, goals and outcomes for each program planned and implemented in connection with this Agreement. The Chamber shall also provide quarterly program updates at City Council meetings. The City may, in its sole and absolute discretion, approve or deny payment of compensation to the Chamber (as described herein) based on the Quarterly Report. The City's review of the Quarterly Report shall be conducted by either the City Manager or designee.

2.3 Accounting Records. The Chamber shall maintain complete and accurate financial records, 111
including but not limited to, receipts and disbursements, with respect to all costs and expenses incurred by the Chamber during the Term of this Agreement. All such records shall be clearly identifiable. The Chamber, upon the City's request, shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement at the City's request.

2.4 Political Activities. The Chamber shall not use any funds received under this Agreement to fund any local municipal election issue or candidate.

2.5 The Chamber's Responsibilities for Costs and Expenses. Except as otherwise expressly stated herein, the Chamber shall be responsible for all costs and expenses incurred relative to the Chamber, personnel of the Chamber and subconsultants of the Chamber in connection with the performance of the Services, including, without limitation,' payment of salaries, fringe benefits, contributions, payroll taxes, withholding taxes and other taxes or levies, office overhead expense, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses.

2.6 Independent Contractor. The Services shall be performed by the Chamber or under its supervision. The Chamber shall determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. The Chamber represents that it possesses the professional and technical personnel required to perfom1 the Services. The City retains the Chamber on an independent contractor basis and not as an employee of the City. The personnel perfom1ing the Services on behalf of the Chamber shall at all times be under the Chamber's exclusive direction and control.

2.7 The City's Representative. The City hereby designates the City Manager to act as its representative for the performance of this Agreement ("City's Representative"). The City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement.

The Chamber shall not accept direction or orders from any person other than the City's Representative or his or her designee.

2.8 The Chamber's Representative. The Chamber hereby designates its Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Chamber's Representative"). The Chamber's Representative shall have full authority to represent andact on behalf of the Chamber for all purposes of this Agreement. The Chamber's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all of the Services under this Agreement.

2.9 Personnel; Licenses. The Chamber represents and warrants that it and all personnel engaged in performing Services are and shall be fully qualified, authorized and permitted under state and local law to perform such Services. The Chamber represents and warrants that it and all personnel and subconsultants engaged in performing the Services have and keep all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services under this Agreement.

2.10 Conformance to Applicable Requirements. All aspects of the provision of the Services by the Chamber shall conform to all applicable city, county, state, and federal laws, rules and regulations in effect atthe time the services are provided. All Services shall be subject to approval of the City. The Chamber shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or theServices, including all Cal/OSHA requirements, and shall give all notices required by law. The Chambershall be liable for all violations ofsuch laws and regulations in connection with its Services. If the Chamber performs any work knowing it to be 112
contrary to such laws, rules and regulations and without giving written notice to the City, the Chamber shall be solely responsible for all costs arisingtherefrom. The Chamber shall defend, indemnify and hold the City, its officials, officers, employeesand agents free and harmless, pursuant to the indemnification provisions of this Agreement, from anyclaim orliability arising out of any failure or failure to comply with such laws, rules or regulations.

ARTICLE 3. RESPONSIBILITIESOF THE CITY.

3.1 Cooperation. The City shall cooperate with the Chamber relative to the provisions of the Services. To the extent permitted by applicable law, the City shall provide criteria and information in its possession, or reasonably obtainable by it, as requested by the Chamber, and shall make that information and related data available for the Chamber's use during the performance of this Agreement.

ARTICLE 4. COMPENSATION.

4.1 Compensation. In consideration ofthe Services performed by the Chamber forthe City, the City shall pay to the Chamber compensation in the sum of Fifty Thousand Dollars ($50,000) per year for the Term of this Agreement, payable in quarterly installments of Twelve Thousand Five Hundred Dollars ($12,500) per quarter. In no event shall compensation underthis Agreement exceed the compensation set forth herein without the City's prior written approval.

The Parties may mutually agree that the City may provide to the Chamber materials, services and equipment in partial or total satisfaction of any monetary compensation due to the Chamber hereunder. The value of such equipment, materials and services shall be as agreed upon between the Parties. 4.2 Reimbursements. The Chamber shall not be reimbursed for any expenses unless authorized in writing by the City.

4.3 Payment of Compensation. The Chamber shall submit invoices to the City on a quarterly basis, together with the Chamber’s Quarterly Report as required pursuant to Section 4.2 of this Agreement. The City shall make payments to the Chamber within thirty (30) days following the receipt of the invoice.

4.4 Quarterly Report. The City may, in its sole and absolute discretion, withhold payment of compensation should the Chamber fail to provide the City with the Quarterly Reports required under Section 4.2.

ARTICLE 5. GENERAL PROVISIONS.

5.1 Termination of Agreement.

5.1.1 Grounds for Termination. Either Party may, by written notice to the other Party, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to the non-terminating Party of such termination, and specifying the effective date thereof, at least ninety (90) days before the effective date of such termination. Upon termination, the Chamber shall be compensated only for those Services or Extra Work which have been adequately rendered to City, and the Chamber shall be entitled to no further compensation.

5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, 113
the City may require the Chamber upon request to provide all finished or unfinished Documents and Data and other information of any kind prepared by the Chamber in connection with the performance of Services or Extra Work under this Agreement. The Chamber shall be required to provide such Documents & Data and other information within thirty (30) days of the request.

5.1.3 Additional Services. In the event this Agreement isterminated in whole orin part as provided herein, the City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Chamber: Fontana Chamber of Commerce
8491 Sierra Avenue
Fontana, California 92335
Attn: Executive Director
City: City of Fontana 8353
Sierra Avenue
Fontana, California 92335
Attn: City Manager
With copy to: City of Fontana Best
Best & Krieger LLP
2855 E. Guasti Road,
Ste. 400
Fontana, California 91761
Attn: City Attorney
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

5.3 The Ralph M. Brown Act. The Parties do not intend, by executing this Agreement, to create a relationship which subjects the Chamber to the Brown Act. The Parties hereby acknowledge that the Chamber may be subject to the Brown Act if it receives funds from the City and any City Council Member is appointed by the Council to the Chamber’s governing body as a full voting member, however, no such appointment is intended under this Agreement or anticipated in the future. (See Gov. Code, § 54952, subd. (c)(1)(B).). The Chamber shall keep itself fully informed of and in compliance with the Brown Act, to the extent it is applicable.

5.4 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, 114
including but not limited to, physical drawings or data magnetically or otherwise recordedon computer diskettes, which are prepared or caused to be prepared by the Chamber under this Agreement (
11Documents& Data"). The Chamber shall require all subcontractors to agree in writing that the City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. The Chamber represents and warrants that the City has the legal right to license any and all Documents & Data. The Chamber makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than the Chamber or provided to the Chamber by the City. The City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the City's sole risk.

5.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to the Consultant in connection with the performance of this Agreement shall be held confidential by the Chamber. Such materials shall not, without the prior written consent of City, by used by the Chamber for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services, subject to the limitations of the California Public Records Act. Nothing furnished to the Chamber which is otherwise known to the Chamber or is generally known, or has become known, to the related industry shall be deemed confidential. The Chamber shall not use the City's name or insignia, photographs of any product of the Services, or any publicity pertaining to the Services in any magazine, trade paper, newspaper,television or radio production or other similar medium without the prior written consent of the City.

5.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

5.7 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney's fees and all other costs of such action.

5.8 Indemnification. To the fullest extent permitted by law, Chamber agrees to indemnify, defend (with independent counsel approved by the City), and hold harmless the City its elected and appointed officials, officers, employees, volunteers and volunteers (each an “Indemnified Party”) from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type, expressly including but not limited to those arising from bodily injury (including death) or property damage, arising out of or resulting from any act or omission to act of the Consultant, Consultant's agents, officers, employees, subconsultants, or independent consultants hired by Consultant under this Agreement. The Consultant's obligations apply regardless of whether or not a liability is caused or contributed to by the negligence (including passive negligence) or other act or omission of an Indemnified Party. The acceptance or approval of the Consultant's work by an Indemnified Party shall not relieve or reduce the Consultant's indemnification obligation. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, agents, employees or representatives. The provisions of this Section shall survive completion of the work under this Agreement 115
or the termination of this Agreement and are not limited by the provisions relating to insurance.

5.9 Entire Agreement. This Agreement contains the entire Agreement of the Partieswith respect to the subject matter hereof, and supersedes all prior negotiations, understandings oragreements. This Agreement may only be modified by a writing signed by both Parties.

5.10Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

5.11 Time of Essence. Time is of the essence for each and every provision of this Agreement.

5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties and shall not be assigned by the Chamber without the prior written consent of City.

5.13 Assignment or Transfer. The Chamber shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to the Chamber include all personnel, employees, agents, and subcontractors of the Chamber, except as otherwise specified in this Agreement. All references to the City include their respective directors, elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only,and do not define, limit, augment, or describe the scope, content, or intentof this Agreement.

5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rightsby custom, estoppel, or otherwise.

5.17 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or othe1wise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
116

5.19 Prohibited Interests. The Chamber maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for the Chamber, to solicit or secure this Agreement. Further, the Chamber warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for the Chamber, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement or obtain any present or anticipated material benefitarising therefrom.

5.20 Non-discrimination. The Parties represents that they are an equal opportunity employer, and shall not discriminate against any subcontractor, employee or applicant for employment in any way, against any person, on the ground of race, color, national origin, religion, religious creed, age (over 40), sex and gender (including pregnancy, childbirth, breastfeeding or related medical conditions), sexual orientation, gender identity, gender expression, disability (mental and physical), medical condition, genetic information, marital status, or military and veteran status, nor exclude any person from participation in, or deny any person the benefits of, participation in any events or activities related to this Agreement.

5.21 Authority to Enter Agreement. Each Party warrants the individuals who have signed this Agreement have the legal power, right, and authority to enterthisAgreement and bind each respective Party.

5.22 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same fully executed instrument.
[Signatures on following pages]
117
City of Fontana
City Manager, Matthew C. Ballantyne
__________________________________________
Date:
___________________________

APPROVED AS TO FORM
By: ___________________________________
Ruben Duran
City Attorney
City of Fontana
Fontana Chamber of Commerce
__________________________________________
Date:
__________________________
118

EXHIBIT A
Scope of Services
The Parties’ Agreement is a key component to the economic and community development of the City of Fontana and surrounding jurisdictions. The Chamber, through this Agreement, will act as a liaison between the City and the business community. The Chamber, through diverse business events and educational resources, will augment and support the various economic development and community enhancement programs implemented by the City.

The Services will include four key components:

I. ECONOMIC DEVELOPMENT
II. COMMUNITY ENHANCEMENT AND ACTIVITIES
III. VISITORS/NEW RESIDENTS INFORMATION SERVICES
IV. CHAMBER QUARTERLY REPORT
119
Exhibit A-1

I - ECONOMIC DEVELOPMENT
Goal/Benefit: The Chamber, in conjunction with the City , will actively sponsor and promote marketing programs that are of economic benefit to the City and that will enhance its image. The Chamber will act as a liaison with City officials, solicit appropriate business support, and provide pertinent information, advice and assistance to any/all businesses or individuals who express an interest in starting, growing or relocating a business in the City of Fontana.

Tools: The Chamber will accomplish these goals through various programs and activities including, but not limited to:

Workforce Program - Work with workforce programs and agencies to promote their services to Fontana residents and students. Make connections and referrals to enhance job development for businesses and workforce providers.

Mayors, Transportation, Logistics and Manufacturing Council - Maintain the Manufacturing Council to provide counsel and business intelligence in this important jobs sector.

City Priorities and Programs - Hold regular meetings with City officials to keep current on major City issues and programs.

City Marketing for New Businesses - Continue to refer new business prospects to the Economic Development Division.

City Tours to Prospective Businesses- Work with the City to plan and organize meetings and tours between prominent business owners and/or managers and prospectivebusinesses.

Liaison. Serve as a liaison to business owners, merchants and City officials, upon request.

State of the City Address - Work with the City to host the annual State of theCity Address. The City will maintain sole direction of the annual State of the City Address. This includes but is not limited to venue, video presentations, event date, and time. No changes to the event date, time, and locations shall be made without the express written consent of the City. The existence of a sponsorship agreement for the purposes of the State of the City event does not constitute as the City endorsement of a an event sponsor or its products or services.

Business Programs - Maintain and develop various business programs that focus on businessissues and offer local businesses the opportunity to network and commercially showcase their individual trades. In addition, continue to offer daily assistance to the business community with the resources provided by SCORE, Small Business Administrations, San Bernardino County Workforce Development Department and other business- agencies.

Networking Events/Training/Seminars/Workshops - Continuing to provide programsto encourage networking and trust among business associates.

Training/Seminars/Workshops - Continue to provide educational training on skills thathelp 120
businesses grow.
121
Exhibit A-2

II - COMMUNITY ENHANCEMENT AND PROMOTION
Goal/Benefit: To present the City of Fontana as a culturally unified and friendly place in which to live, work, (own a business) and raise a family. Promote student achievement in the area of career readiness, resulting in a well-rounded, modern and economically sound community.

Tools: The Chamber will accomplish this goal through various activities including, but not limited to:

Local Organization Partnerships and Support – Co-sponsor events with the City and local civic organizations, when appropriate.

Educational Assistance Programs - Provide educational assistance to public and private schools through programs that connect Chamber members and educational institutions.

Advise on educational programs on fundraising opportunities when available.

Community Calendar or Events - Collaborate with the City on providing and maintaining a monthly/quarterly/annual community calendar of events.

Cultural Events - Be involved with Annual Fontana Days Festival and parade, holiday Parade, and other events that are designed to foster unity.
122
Exhibit A-3

III - VISITORS/NEW RESIDENTS INFORMATION SERVICES
Goal/Benefit: The Chamber will act as a visitor information center to respond to inquiries from the general public by providing information on a variety of subjects including, but not limited to, business and business opportunities, City and local government services and procedures, regionalrecreational facilities and area demographics. Providing these services relieves the walk-in trafficand telephone congestion at City Hall and provides efficient and friendly service to the general public.

Tools: The Chamber shall accomplish this goal through various activities including, but not limited to:

Bilingual Staffing - Provide a bilingual staff to respond to walk-in enquiries and telephone requests for City/business information.

Web Site - Maintain website spotlighting the history of Fontana, Chamber events and a current listing of Chamber members.

Mail/Fax/E-Mail Responses - Respond promptly to all mail, fax, and e-mail correspondence.

Packages containing City brochures, Chamber directories, maps, demographic material and other pertinent information about the City of Fontana mailed promptly upon request. 123
Exhibit A-4: IV Chamber Quarterly Report
List number of New Members Chamber:

Business Name Contact Email Phone Opening Date Business Service Needs Provide overview of Job Fairs:

Job Fair Hosted
Date
Summary Number of Employers Number of Job Seekers
Provide notable highlights of each business ribbon cutting:

Business Name Date Number of
Attendees
Number of
Employees
Summary
Provide information highlight of Business Meeting attended (i.e., Assembly Bill, Senate Bill updates, MMC meetings, industry events, local events)
Chamber Activity Quarter 1 Quarter 2 Quarter 3 Quarter 4 New Business
Membership
Ribbon Cutting
Ceremonies Hosted
Business Surveys
Distributed
Local Meetings Attended
Visitors Assisted
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16498.00001\24636369.1

CITY OF FONTANA

FONTANA CHAMBER OF COMMERCE OFFICE LEASE

1. Parties and Date.

This Lease is made and entered into this 1st day of July, 2022, by and between the City of Fontana (hereinafter referred to as "Lessor"), a municipal corporation organized under the laws of the State of California, with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335, and the Fontana Chamber of Commerce (hereinafter referred to as "Lessee"), a California nonprofit corporation, with its principal place of business at 8491 Sierra Ave., Fontana, California 92335. The Lessor and Lessee are sometimes referred to individually as a "Party" and referred to collectively as the "Parties."

2. Recitals.

2.1 Lessor Property.

Lessor is the owner of that real property located at 8491 Sierra Avenue, Fontana, California, 92335 ("Lessor Property").

2.2 Purpose of Lease.

Lessor desires to lease to the Lessee, and the Lessee desires to lease from Lessor, a portion of the Lessor Property for due and adequate consideration, the receipt and sufficiency of which are acknowledged by the Parties and further described and set forth in this Lease, for the purpose of operating the City of Fontana's Chamber of Commerce.

3. Terms.

3.1 Description of Leased Premises.

Lessor hereby leases to the Lessee and the Lessee leases from Lessor, on the terms and conditions set forth in this Lease, a portion of the Lessor Property consisting of approximately Two Thousand Three Hundred (2,300) square feet, as more specifically shown on the diagram attached as Exhibit A. ("Leased Premises").

3.2 Term.

The initial term of this Lease shall be for three (3) years beginning July 1, 2022 and ending June 30, 2025 ("Initial Term"). The Initial Term is subject to extension as provided in Section 3.6 below.
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3.3 Lease Payment.

The Leased Premises are leased to the Lessee for the sum of One Dollar ($1.00) per year ("Lease Payment"), payable to the Lessor in advance, on or before July 1, 2022, and again on or before July 1st of each subsequent year throughout the Initial Term of this Lease and any Extended Terms thereof, as defined below.

3.4 Use.

The Leased Premises are leased to Lessee for the purpose of operating the Fontana Chamber of Commerce.

3.5 Additional Uses.

Lessor understands, acknowledges and agrees that Lessee shall, from time to time, allow other professional and civic/community organizations to hold meetings and/or events on the Leased Premises. Lessor also understands, acknowledges and agrees that Lessee shall have the right to charge these professional and civic/community organizations a fee to hold such meetings and/or events on the Leased Premises.

3.6 Automatic Renewal.

At the end of the Initial Term, the term of this Lease shall automatically renew annually for one (1) additional year on the same terms and conditions as the Initial Term unless, no less than six (6) months prior to the expiration of the Initial Term or any renewal term, either the Lessor or the Lessee has provided the other party written notice of its intent to terminate this Lease following the Initial Term or the renewal term. Notwithstanding anything in this Agreement to the contrary, the total period of the Initial Term and any renewal term may not exceed fifty-five (55) years.

Nothing herein shall be deemed to effect the Lessor's right to terminate this Lease upon the Lessee's default as provided in Section 3.22 hereof.

3.7 Payment of Taxes.

Lessor shall pay any real and personal property taxes assessed against the Leased Premises.

Lessee acknowledges that this Lease creates a taxable possessory interest in Lessee and Lessee shall pay any possessory interest tax imposed against the Lessee and the Leased Premises.

3.8 Utilities and Janitorial Services.

Lessee shall pay for any required telephone installation and related monthly service and usage including, but not limited to, facsimile and computer expenses. Lessee shall also pay for all janitorial services for the Leased Premises. Lessor shall pay all charges for electricity, gas, water, refuse disposal, property maintenance (as provided in Section 3.14), alarm service and any related expenses. 126
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3.9 Signage.

The Lessee may provide, at its own cost and expense, signage in a manner consistent with all applicable local laws, rules and regulations. The form and substance of the signage shall be subject to the Lessor's approval in its sole discretion.

3.10 Improvements.

No improvements shall be constructed and/or maintained on the Leased Premises without Lessor's prior written approval, which may be given or withheld in Lessor's sole and absolute discretion. Lessor's approval in its capacity as Lessor shall not constitute approval by Lessor in its regulatory or police power capacity Lessee shall, at its sole cost, expense and liability, obtain all permits and entitlements required for such improvements.

3.11 Abandonment.

The Lessee shall not vacate or abandon the Leased Premises at any time during the term of this Lease without thirty (30) days prior written notification to Lessor.

3.12 Acceptance; Surrender.

The Lessee accepts the Leased Premises as being in good condition for the above-stated use. The Lessee shall, upon the termination or expiration of the Lease term provided hereunder, surrender the Leased Premises in good condition, reasonable use and wear excepted.

3.13 Alterations and Additions.

The Lessee shall not, without the prior written consent of Lessor, make any alterations, improvements or additions in or about the Leased Premises. All fixtures, improvements or additions made to the Leased Premises by Lessee shall become the property of the Lessor at the expiration or termination of the Lease, without compensation whatsoever to Lessee.

3.14 Maintenance and Repair.

Lessor shall maintain in good repair the heating, ventilation and cooling system, plumbing and. electrical systems, exterior walls, windows, roof, sidewalks, common areas and other like portions of the Leased Premises and Lessor Property. The Lessee shall not go onto, and shall not authorize any person to go onto, the roof without the prior written consent of Lessor. Lessor shall not be required to repair any of the above items unless and until Lessee has notified Lessor in writing of the need for such repairs or replacement. Once notified, Lessor shall complete any and all needed repairs and replacements within a reasonable period of time at no cost or expense to the Lessee, except to the extent that such repairs or replacements are attributable in whole or in part to the negligence or misconduct of the Lessee, its employees, agents, contractors, and invitees. 127
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3.15 Waste and Covenant of Quiet Enjoyment.

Lessee shall not commit, or allow to be committed, any waste upon the Leased Premises, or any nuisance or other act which may disturb the quiet enjoyment of the Lessor or any other tenant of the Lessor Property.

3.16 Liability Insurance.

Lessee shall procure and maintain for the duration of the Lease insurance against claims for injuries to personal or damages to property which may arise from or in connection with the Lease by the Lessee, its agents, representatives, employees, invitees, or subcontractors. Lessee shall obtain and furnish to Lessor proof of coverage as to each type of insurance required.

3.16.1 Minimum Scope of Insurance.

Coverage shall be at least broad as:

3.16.1.1 Commercial General Liability: Insurance Services Office Commercial General Liability coverage (occurrence) form CG 0001.

3.16.1.2 Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

3.16.1.3 Workers' Compensation and Employers' Liability: Workers' Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance.

3.16.2 Minimum Limits of Insurance.

Limits of insurance shall be:

3.16.2.1 Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

3.16.2.2 Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage.

3.16.2.3 Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. The Lessee's General Liability Insurance, including occupational disease coverage, for the Lessee and all persons and/or subcontractors employed or to be employed in the performance of this Lease, which insurance shall at all times be maintained in strict accordance with this Lease, and the provisions of Section 3700 et seq. of the Labor code which requires every 128
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employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code. Use by the Lessee of "Workers' Compensation Waiver" forms will necessitate the filing of said waiver with Lessor for each individual by the Lessee prior to that individual commencing any work under this Lease. Failure to comply with this requirement may result in termination of this Lease at Lessor's sole discretion.

3.16.3 Deductibles.

Deductibles and self-insured retentions shall be declared to and approved by Lessor.

At the option of Lessor, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Lessor, its officers, officials, employees and agents, or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

3.16.4 Endorsements.

The insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms supplied or approved by the Lessor to add the following provisions to the insurance policies:

3.16.4.1 General Liability: (1) The Lessor, its directors, officers, employees and agents shall be covered as additional insureds with respect to the use of the Leased Premises or any activities on the Property by the Lessee or its official, officers, employees, agents or contractors; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officers, employees and agents shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way.

3.16.4.2 Automobile Liability: (1) The Lessor, its directors, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Lessee or for which the Lessee is responsible; and (2) the insurance coverage shall be primary insurance as respects the Lessor, its directors, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage. Any insurance or self-insurance maintained by the Lessor, its directors, officers, employees or agents shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way.

3.16.4.3 Workers' Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Lessor, its directors, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Lessee.

3.16.4.4 All Coverages: Each insurance policy required by this contract shall be endorsed to state that: (1) coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Lessor; and (2) any 129
16498.00001\24636369.1 -6-
failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Lessor, its directors, officials, officers, employees or agents.

3.16.5 Separation of Insureds.

All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Lessor or its directors, officers, employees or agents.

3.16.6 Verification of Coverage.

Lessee shall furnish Lessor with Certificates of Insurance and with original endorsements effecting coverage required by this Lease. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by Lessor before the Lease agreement is fully executed. Lessor reserves the right to require complete, certified copies of all required insurance policies at that time.

3.16.7 Acceptability of Insurers.

All insurance shall be provided by insurers having a current A.M. Best's rating of A:VII or better and acceptable to Lessor.

3.17 Assumption of Risk.

Lessee assumes all risk of loss to itself, which in any manner may arise out of the use of the Lessor Property under this Lease.

3.18 Compliance With Law.

The Parties shall comply with all local, state and federal laws, rules and regulations pertaining to the use and maintenance of the Leased Premises and the Lessor Property.

3.19 Indemnification.

Lessee hereby agrees to defend, indemnify and hold Lessor and its directors, officials, officers, agents and employees free and harmless from and against any and all claims, demands, causes of action, costs, liabilities, expenses, losses, damages or injuries of any kind in law or equity, including the payment to Lessor of all consequential damages and reasonable expenses of legal representation, whether by special counsel or by Lessor's staff, to persons or property, including wrongful death, in any manner arising out of or incident to any actual or alleged acts, omissions or willful misconduct of Lessee, its partners, affiliates, agents officials, officers or employees in performance of this Lease or use of the Leased Premises or the Lessor Property. Lessee shall defend, with counsel of Lessor's choosing and at Lessee's sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative, that may be brought or instituted against Lessor, its directors, officials, officers, agents or employees. Lessee shall pay and satisfy any judgment, award or decree 130
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that may be rendered against Lessor, its directors, officials, officers, agents or employees. Lessee shall reimburse such parties for any and all legal expenses and costs incurred by one or all of them in connection with this Lease or the indemnity herein provided. Lessee's obligation shall survive termination or expiration of this Lease, and shall not be restricted to insurance proceeds, if any, received by Lessor or its directors, officials, officers, agents or employees.

3.20 Claims or Liens.

Lessor shall not suffer or permit any liens to be made or filed against the Leased Premises by reason of labor forces, services or materials supplied (or claimed to have been supplied) to Lessee, and Lessee agrees to indemnify and hold harmless the Lessor and the Leased Premises against any such liens. If any such lien shall at any time be filed against the Leased Premises, Lessee shall, within thirty (30) days after notice to Lessor of the filing thereof, cause the same to be discharged of record; provided, however, that Lessee shall have the right to contest the amount or validity, in whole or in part, of any such lien by appropriate proceedings. In the event of such protest, Lessee shall first notify the Lessor and, if requested by the Lessor, Lessee shall promptly bond such lien in the manner authorized by law with a responsible surety company qualified to do business in the State of California. Lessee shall prosecute the contest of such proceedings with due diligence and at no cost or expense to the Lessor.

3.21 Assignment.

The Lessee shall not assign this Lease, or any interest in it or portion thereof, without the prior written consent of Lessor.

3.22 Default; Eviction by Lessor.

In the event of a substantial breach of any term or condition of this Lease by Lessee, or of any term or condition of any other agreement between the Lessor (or any of its subordinate bodies or agencies) and Lessee, Lessor shall give written notice to Lessee and allow the Lessee ten (10) days to cure such breach. In the event the Lessee does not cure, or undertake a reasonable good faith effort to cure, such breach within the ten (10) days, Lessor may terminate this Lease, commence legal proceedings to remove the Lessee from the Leased Premises, recover all damages and exercise all remedies available to Lessor pursuant to this Lease or as a matter of law.

This Lease shall also terminate upon the termination (for any reason) of that certain "Contractual Services Agreement" between the City of Fontana and Lessee, dated July 1, 2022.

3.23 Severability.

If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder ofthe provisions hereof shall remain in full force and shall not be affected, impaired or invalidated thereby. 131
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3.24 Attorneys' Fees.

In case either party brings an action to enforce any term or condition of this Lease, the prevailing party shall be entitled to its reasonable attorney's fees as determined by the court, and all other costs and expenses related to such action.

3.25 Waiver.

The waiver by either Party of the breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

3.26 Binding on Successors.

This Lease shall apply to and be biding upon the heirs, successors, executors, administrators, and assigns of the Parties hereto.

3.27 Captions.

The various headings contained herein and the grouping of the provisions of this Lease into separate paragraphs are for the purpose of convenience only, and shall not be considered in interpreting the provisions of this Lease.

3.28 Notices.

Any and all notices which are required under the terms and conditions of this Lease or which either Lessor or Lessee desire to serve upon the other, shall be in writing and shall be deemed served when delivered personally, or when deposited in the United States mail, postage prepaid, return receipt requested, addressed as follows:

LESSOR: LESSEE:

City of Fontana Fontana Chamber of Commerce
8353 Sierra Avenue 8491 Sierra Avenue
Fontana, California 92335 Fontana, California 92335
Attn: Economic Development Dept. Attn: Executive Director With copy to:

City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: City Manager
Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service. 132
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-9-

3.29 Entire Agreement.

This Lease, along with any exhibits and attachments attached hereto and incorporated herein by reference, constitutes the entire agreement between the Lessor and the Lessee relative to the Leased Premises, and may only be modified by mutual consent of the parties 'hi writing.

IN WITNESS WHEREOF, the parties hereby execute this Lease effective upon the day and year first above written.
[Signatures on following page]
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Dated: ______________________ CITY OF FONTANA
a Municipal corporation
By____________________________
Dated: _______________________ FONTANA CHAMBER OF COMMERCE a California nonprofit corporation
By _____________________________
Board Chair
ATTEST:
___________________________
City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
___________________________
City Attorney
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16498.00001\24636369.1
Exhibit A-1

EXHIBIT A TO

CITY OF FONTANA

FONTANA CHAMBER OF COMMERCE OFFICE LEASE
135
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1805 Agenda Date: 11/9/2022
Agenda #: F. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve Amendment to Jacobs Engineering Group, Inc. Task Order for Design Services for the Etiwanda Avenue/Slover Avenue Intersection Widening Project RECOMMENDATION:

1. Approve and authorize the City Manager to execute Task Order 1.1 to Jacobs Engineering Group, Inc. in the amount of $18,480.00 for the Etiwanda Avenue/Slover Avenue Intersection Project for a total contract amount of $217,697.00.

2. Approve and authorize the City Manager to execute any future amendments to the Task Order.

COUNCIL GOALS:
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by focusing on relief of traffic congestion.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by utilizing Measure-I Funds wisely.

DISCUSSION:

The City of Fontana is the lead agency for the design and construction of the Etiwanda Avenue/Slover Avenue Intersection Widening Project (“Project”). The proposed project will widen the existing intersection with additional dedicated through lanes, dedicated turn lanes and construct a raised median. This will provide for increased circulation through the intersection that serves the Cities of Fontana and Ontario.

In April 2021, Task Order #1 was issued to Jacobs Engineering Group, Inc. (“Jacobs”) in the amount of $199,217 to update the plans and prepare them for final bidding and construction. As a result of ongoing negotiations with property owners in which right of way acquisition is necessary, further changes to the plans have been warranted. Jacobs is requesting an amount of $18,480 to complete the design of the plans and prepare them for bidding.

To date, the first phase of the project is near completion with the undergrounding of vaults and conduits for Southern California Edison. The next phase to begin is the utility relocations and the final phase of the intersection widening will begin once the utility relocations are completed, expected in City of Fontana Page 1 of 2 Printed on 11/2/2022
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File #: 21-1805 Agenda Date: 11/9/2022
Agenda #: F. Category: Consent Calendar
phase of the intersection widening will begin once the utility relocations are completed, expected in 2023.

FISCAL IMPACT:

Funds for this project are budgeted in Fiscal Year 2022/2023 Measure I Fund 245 and Circulation Fund 630 in Project No. 3350 (Etiwanda/Slover Intersection).

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 11/2/2022
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2600 Michelson Drive, Suite 500
Irvine, CA 92612
Phone: (949)224-7500
August 29,2022 Fax: (949)224-7501
Ms. Kimberly Young
8353 Sierra Avenue
Fontana, CA 92335
Subject: Slover Avenue/Airport Drive and Etiwanda Avenue and UPRR Rail Crossing Improvements.

Additional Scope of Work - Task Order # 1 – ADO Amendment Scope of Services
Additional Scope of Work:

Service approved by Task Order #1 remain the same. The additional scope of work for ADO property applies to Tasks 1, 2, 11, and 12 as shown below.

Task 1: Project Management and Coordination
• Prepare and coordinate any exhibits, technical information, and communication related to the ADO property. This includes prior work of median modification and related exhibits in December of 2021.

Task 2: Street Improvement Plans
• Revised median layout to allow access to eastbound Airport Drive from ADO property.
• Revise ADO driveway per the approval of City of Ontario on new width and curb return.

Task 3: Drainage – No Change
• No drainage work is anticipated.

Task 4: Structure - No Change
• No structural work is anticipated.

Task 5: Right-of-Way and Utilities – No Change
• No right-of-way takes is anticipated.
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Task 6: Traffic Related- Additional Scope of Work – No Change • No traffic related work is anticipated.

Task 7: Geo-tech Report – No Change
• No geotechnical report is anticipated
Task 8: UPRR Coordination – No Change
• No UPRR coordination is anticipated.

Task 9: Surveying – No Change
• No survey work is anticipated.

Task 10: Update overall Cost and Quantities Estimates – No Change • Update quantities and cost estimate.

Task 11: Quality Check and Assurance
• Review and check all designs, quantities, and specifications before final submission.

Task 12: Update Project Specifications
• No new specification work is anticipated.

Deliverables
• Revised and update up to 7 plan sheets related to the median and driveway related to ADO property.
• Prepared exhibits and studies related to ADO property requests.

Notes:

Civil Engineer’s task will be limited to review and revision of plans impacted by ADO property area. No major changes will be made that would change the layout or shift the location of the ADO design area.
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Proposed Fee:

TASK DESCRIPTION /BURDEN RATES PM

ROADWAY

ENGINEER
TOTAL
TASK
HOURS

TOTAL TASK

JACOBS COST
1 Project Management
(Coordination, Contract Admin.) 6 16 22 $4,420
2 Roadway Plans 0 48 48 $8,400
3 Drainage 0 0 0 $0
4 Structures 0 0 0 $0
5 Right of way and Utilities 0 0 0 $0
6 Traffic
7 Geotech 0 0 0 $0
8 UPRR Coordination/GO-88B
Report 0 0 0 $0
9 Survey 0 0 0 $0
10 Quantities and Estimates 4 12 16 $3,180
11 Quality Check and Assurance 4 8 12 $2,480
12 Project Specifications 0 0 0 $0
0 0 0 $0
0 0 0 $0
0 $0
TOTAL
JACOBS
HOURS 14 84 98
$ 3,780.00 $ 14,700.00 $ 18,480.00
140
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1806 Agenda Date: 11/9/2022
Agenda #: G. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve Final Change Order with International Line Builders, Inc. and Final Acceptance for the Construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project SB-05-DE-20 RECOMMENDATION:
1) Authorize the City Manager to approve a change order with International Line Builders, Inc. in the amount of $8,049 for the construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project (Bid No. DB-05-DE-20).
2) Accept as complete the work performed by International Line Builders, Inc. for the Construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project (SB-05-DE-20) and approve the final construction amount of $1,211,588.32.

COUNCIL GOALS:
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by focusing on relief of traffic congestion.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by utilizing Measure-I Funds wisely.

DISCUSSION:

On July 14, 2020, the City Council awarded a construction contract with International Line Builders, Inc. in the amount of $1,094,434.00 and authorized a contingency amount of $109,443.40 for a total contract authorization of $1,203,877.40 for the construction of the Valley Boulevard at Oleander Avenue Traffic Signal Project. This contract amendment will increase the total authorized contract amount to $1,211,588.32.

Construction began in April 2021 and was substantially completed in August 2022. During construction, several unforeseen circumstances warranted the issuance of contract change orders in the amount of $109,105.32. Change orders included the change of material for fencing, relocation of water lines to avoid conflicts with pole relocations, time related overhead costs for delays related to utility relocations, and costs associated with the redesign of a storm drain that conflicted with a highpressure gas line. A final change order request for costs related to traffic signal pole modifications to City of Fontana Page 1 of 2 Printed on 11/2/2022
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File #: 21-1806 Agenda Date: 11/9/2022
Agenda #: G. Category: Consent Calendar
pressure gas line. A final change order request for costs related to traffic signal pole modifications to avoid overhead power lines and to account for final quantities has been submitted in the amount of $8,049 which will exceed the balance in the original authorized contingency.

The project was successfully completed for the final contract amount of $1,211,588.32. All work has been completed to the City’s satisfaction.

FISCAL IMPACT:

This project is possible through the current Measure I Program. The project is funded in Fiscal Year 2022/2023 in Local Measure I Fund No. 246 in Project No. 3310, Valley Boulevard at Oleander Avenue Traffic Signal.

MOTION:

Approve staff recommendation.

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ENGINEERING DEPARTMENT
PROJECT:
(City Initiated / Contractor Initiated / Other)
Submitted: Date:

Approval Recommended: Date:

Approved: Date:

Approved: Date:

Approved: Date:

Accepted Date: Contractor:

By: Title:

TOTALS TO DATE
Bid No. SB-05-DE-20
You are hereby directed to make the following changes for the above reference project.

International Line Builder's, Inc.
$ 117,154.32
$ 43,793.00

0.74%

CONTRACT ITEM
Estimated cost of Decrease: $ (7,698.00)

THE CONTRACT IS CHANGED IN ACCORDANCE WITH THE FOLLOWING DESCRIPTIONS OF WORK SCOPE

10.70%
FORCE ACCT.
$ 7,953.34
$ 8,049.00
AGREED PRICE $ 65,407.98

ADJUSTMENT
TOTAL
REASON: A detailed delineation for the justification of the change order is indicated within the change order article on Page 2. As a synopsis, the reasons for the change is due to the Extra Work required to cut and lower a traffic signal pole as a result of utility conflicts and for the increase and decrease in the final quantities undertaken during construction in the Contract Bid Item's #4, #12, #16, #18, #19, #20.

Management Services Director
Deputy City Manager
Purchasing Office

ESTIMATE OF COST THIS CCO
% OVER CONTRACT
$ 1,162.00
$ 6,887.00
CONTRACT CHANGE ORDER - NO. 004
By reason of this change order, the contract time period for performance is extended by zero (0) Working Day(s).

October 25, 2022
Field Inspector
Construction Manager
or Increase: $ 15,747.00
ORIGINAL CONTRACT AMOUNT $ 1,094,434.00
Valley Boulevard at Oleander Avenue Traffic Signal
Project
SEE PAGE 2 of 2 --- CCO #004, ATTACHED
CONTRACTOR:

We, the undersigned contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment for the prices shown above.

DATE:

Contract Change Order No. 004 Page 1 of 2 144
A.

1. Item Description Quantity Unit

2. Cost (Article A)---
B.

1. Item Description Quantity Unit

2. Cost (Article B)---
TOTAL COST --- (CCO #004) ---
4 Decreased Contract Bid Item #18 for CONSTRUCT CHAIN
LINK FENCE PER APWA STANDARD PLAN NO. 600-3 -39 SF 73.00 $ $ (2,847.00) 3 Decreased Quanitity to Contract Bid Item #16 for CONSTRUCT 6” THICK DRIVEWAY APPROACH AND DRIVEWAY PER -210 SF 12.00 $ $ (2,520.00) 5 Increased Quantity to Contract Bid Item #19 for GRIND EXISTING AC PAVEMENT MIN. 0.17’ PER DETAIL “1” 1275 SF 1.00 $ 1,275.00 $ 2 Increased Quantity to Contract Bid Item #12 for CONSTRUCT

6.5” MIN AC PAVEMENT PER CITY OF FONTANA 38 TON 124.00 $ 4,712.00 $ Zero (25) additional Working Day(s) shall be adjusted by way of this change order as this item (B) did not cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".
$ 6,887.00
2 Remobilization ILB to stand the pole 1 EA 2,842.00 $ 2,842.00 $ Reference is made to International Line Builder's, Inc.'s. Bid Detail for Extra Work dated July 7, 2022:

Per City of Fontana's Streat Improvement Plan, Dwg. No. 5438, Sheet 2 of 5 (Contract Plans), the Agency coordinated with Southern California Edison (SCE) to relocate their existing power poles to a new location. Once the Angecy was ready to install traffic signal poles per City of Fontana's Traffic Signal Plan, Dwg. No. 5439, Sheet 2 of 2 (Contract Plans), the proposed traffic signal pole "G" height and the unforseen height of the relocated utility power lines did not meet the appropriate clearance. The Agency's best solution was to cut and lower the height of the proposed traffic signal pole so that the flat arm luminar can have the best clearance from SCE's power lines. Due to this conlifct, ILB had to remobilize in order to stand the traffic signal pole once it was welded down.

Unit Cost Total
1 Welder to cut and lower LMA Simplex 1 EA 4,045.00 $ 4,045.00 $ $ 2,873.00 221.00 $
Decreased Quantity to Contrract Bid Item 4 - REMOVE
EXISTING CHAIN LINK FENCE -111 LF
$ 8,049.00
6 Increeased Quantity to Contract Bid Item #20 for OVERLAY EXISTING AC PAVEMENT WITH 0.17’ MIN AC PER DETAIL 13 TON $ (2,331.00)
Reference is made to International Line Builder's, Inc.'s. Bid Detail dated September 12, 2022:
$ 21.00
Unit Cost Total
1 $ 1,162.00
Per City of Fontana's Streat Improvement Plan, Dwg. No. 5438, Sheet 2 of 5 (Contract Plans), the Agency measured and determined that the quantities for these contract bid items increased and decreasesd. Due to unforseen depths, grind and overlay extentions for ac pavement needed during construction, there was a quantity increase in each contract bid item #12, #19 and #20 as descirbed below. On the other hand, for contract bid items #4, #16 and #18, per existing conditions, there was no need to remove the full quanity of fencing as shown on the Contract Plans as well as constructing new fencing.

Zero (209) additional Working Day(s) shall be adjusted by way of this change order as this item (A) did not cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".

CONTRACT CHANGE ORDER NO. 004---PAGE 2 OF 2
The contract is changed in accordance with the following work scopes. The equitable adjustments of both, cost and time are delineated for the article listed.
(Continuation of CCO No. 004)
Contract Change Order No. 004 Page 2 of 2 145
City of Fontana
Action Report
Housing Authority
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1807 Agenda Date: 11/9/2022
Agenda #: H. Category: Consent Calendar
FROM:

Housing
SUBJECT:

Award a Construction Contract for the 8344 Bennett Avenue Rehabilitation Project SB-27-HD-23 RECOMMENDATION:

Award and authorize the City Manager to execute a construction contract with Abigail Electric Inc. for the rehabilitation of the 8344 Bennett Avenue in the amount of $555,861 and authorize a 10% contingency in the amount of $55,586 (Bid No. SB-27-HD-23).

COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by construction of affordable high-quality multi-family housing.
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by acquisition, substantial rehabilitation, and professional management of selected multi-family properties to provide more affordable units and reduce crime and code enforcement activity.
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by promoting diverse range of housing projects and levels of affordability.

DISCUSSION:

The property at 8344 Bennett Ave was originally acquired by the City’s Housing Department on September 21, 2021. The property consists of 7 market-rate units that were fully occupied at the time of acquisition. The City intends to fully rehabilitate the property to meet Health and Safety standards and add the units as part of its affordable unit portfolio.

On September 1, 2022, at 2:00 p.m., bids for this contract were opened and closed on September 20, 2022 at 2:00 p.m. A total of five (5) bids were received ranging from $555,861 to $1,219,138.96.

Abigail Electric, Inc. submitted the apparent lowest bid in the amount of $555,861.00. The Engineer's estimate the total rehabilitation cost to be $754,575.

After reviewing the proposed bid documents and performing the reference checks, Housing and Purchasing staff has determined Abigail Electric, Inc to be the lowest responsible and responsive bidder.

FISCAL IMPACT:

The fiscal impact associated with the approval of this item is $611,447 (contract plus contingency).

City of Fontana Page 1 of 2 Printed on 11/2/2022
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File #: 21-1807 Agenda Date: 11/9/2022
Agenda #: H. Category: Consent Calendar
Funds are budgeted in Fiscal Year 2022-23 in Fund 698, Project 30200007.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 11/2/2022
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MULTI-FAMILY REHABILITATION

PROGRAM
8344 Bennett Ave
SB-27-HD-23
SUBMISSION DEADLINE:

SEPTEMBER 20, 2022
2:00 PM

BID MUST BE SUBMITTED ELECTRONICALLY
Hard Copies will NOT be accepted as a viable bid.
148

TABLE OF CONTENTS
SB-27-HD-23

ITEM PAGE
i
NOTICE INVITING SEALED BIDS 1
INSTRUCTIONS TO BIDDERS 2
➢ Availability of Contract Documents
➢ Examination of Contract Documents
➢ Interpretation of Contract Documents
➢ Inspection of Site; Pre-Bid Conference and Site Walk
➢ Addenda
➢ Completion of Bid Forms
➢ Modification of Bids
➢ Designation of Subcontractors (Entered Online)
➢ Licensing Requirements
➢ Signing of Bids
➢ Submission of Sealed Bids (Electronic Bid Only)
➢ Delivery and Opening of Bids
➢ Withdrawal of Bid
➢ Basis of Award; Balanced Bids
➢ Disqualification of Bidders; Interest In More Than One Bid ➢ Insurance Requirements
➢ Award Process
➢ Filing of Bid Protests
➢ Workers Compensation
➢ Substitution of Security
➢ Prevailing Wages (REQUIRED BY FUNDING)
➢ Debarment of Contractors and Subcontractors
➢ Performance Bond and Payment (Labor and Materials) Bond Requirements ➢ Sales and Other Applicable Taxes, Permits, Licenses and Fees ➢ Iran Contracting Act of 2010
➢ Execution of Contract
BID FORMS 8
➢ Information Required of Bidders (Submit Online)
➢ Bid Form (Submit Online)
➢ Contractor’s Certificate Regarding Workers’ Compensation (Submit Online) ➢ Non-Collusion Declaration (Submit Online)
➢ Payment Bond (Labor and Materials), If Bid Amount is Over $25,000 149

TABLE OF CONTENTS
SB-27-HD-23

ITEM PAGE
ii
CONTRACT 15
➢ Article 1. Scope of Work
➢ Article 2. Time for Completion
➢ Article 3. Contract Price
➢ Article 4. Payments
➢ Article 5. Payments Withheld and Backcharges
➢ Article 6. Changes and Extra Work
➢ Article 7. Liquidated Damages
➢ Article 8. Component Parts of The Contract
➢ Article 9. Provisions Required By Law
➢ Article 10. Indemnification
➢ Article 11. Prevailing Wages (REQUIRED BY FUNDING)
➢ EXHIBIT “A” – Change Order Form
GENERAL CONDITIONS 27
Article 1.- Definitions
Article 2. - Contract Documents
Article 3. - Detail Drawings And Instructions
Article 4. – Substitutions
Article 5. – Materials
Article 6. - Contractor’s Supervision
Article 7. – Workers
Article 8. – Subcontractors
Article 9. - Permits And Licenses
Article 10. - Diversion of Recyclable Waste Materials
Article 11. - Removal of Hazardous Materials
Article 12. - Sanitary Facilities
Article 13. - Air Pollution Control
Article 14. - Fire Protection
Article 15. - Cleaning Up
Article 16. - Excessive Noise
Article 17. - Protection Of Work And Property
Article 18. - Contractors Means And Methods
Article 19. - Authorized Representatives
Article 20. - Hours of Work
Article 21. - Prevailing Rates of Wages (REQUIRED BY FUNDING) Article 22. - Non-discrimination/Equal Employment Opportunity Article 23. - Labor/Employment Safety
Article 24. - Workers’ Compensation Insurance
Article 25. - Employer’s Liability Insurance
Article 26. - Commercial General Liability Insurance
150

TABLE OF CONTENTS
SB-27-HD-23

ITEM PAGE
iii
Article 27. - Automobile Liability Insurance
Article 28. - Form And Proof of Carriage Of Insurance
Article 29. - Time For Completion And Liquidated Damages Article 30. - Cost Breakdown And Periodic Estimates
Article 31. - City’s Right To Terminate Contract
Article 32. - Warranty And Guarantee
Article 33. - Notice And Service Thereof
Article 34. – Integration

OTHER DOCUMENTS

REHABILITATION REPORT & PRIORITY LIST
SECTION 3 BID PACKAGE
SECTION 3 CLAUSE 47
151
1 CITY OF FONTANA

NOTICE INVITING SEALED BIDS
NOTICE IS HEREBY GIVEN that sealed bids will be received only by submitting electronically atww.fontanapurchasing.org, for MULTI-FAMILY REHABILITATION PROGRAM - 8344 Bennett Ave SB-27-HD-23 no later than SEPTEMBER 20, 2022, 2:00 PM, at which time or thereafter said Bids will be electronically opened and available online. Bids received after this time will not be able to submit electronically. Bids shall be valid for 90 calendar days after the Bid opening date.

DESCRIPTION OF WORK: The work is described as follows: Rehabilitation of Multi-Family Property located at 8344 Bennett Ave. Fontana, CA.

Bid must be submitted electronically for the exact item(s) requested in the bid specifications. Copies of plans, specifications, and contract documents are available from the City’s Purchasing website www.fontanapurchasing.org.

A MANDATORY Pre-Bid Conference will be held at 8344 Bennett Ave. Fontana, CA on September 8, 2022 PROMPTLY at 11:00 AM. Each and every Bidder MUST attend the Pre-Bid Conference. Bids WILL NOT be accepted from any Bidder who did not attend the Pre-Bid Conference.

This is a HUD Section 3 construction contract. First preference will be given to a bidder who provides a reasonable bid and is a qualified Section 3 Business Concern. Second preference will be given to a bidder who provides a reasonable bid and commits to achieving the Section 3 employment, training and subcontracting opportunity goals by submitting a written commitment (Economic Opportunity Plan).

Each Bid submitted electronically shall be accompanied by the bid forms, non-collusion declaration, and all additional documentation required by the Instructions to Bidders. The successful Bidder will be required to furnish the City with a Payment (Labor and Materials) Bond equal to 100% of the successful Bid, prior to execution of the Contract. The bond we need to be secured from a surety that meets all of the State of California bonding requirements, as defined in Code of Civil Procedure Section 995.120, and is admitted by the State of California. The cost of said bonds shall be included in the Bid amount. Pursuant to Public Contract Code Section 22300, the successful Bidder may substitute certain securities for funds withheld by City to ensure his performance under the Contract.

Each Bidder shall be a licensed contractor pursuant to the Business and Professions Code and shall be licensed in the following appropriate classification(s) of contractor’s license(s), for the work Bid upon, and must maintain the license(s) throughout the duration of the Contract. At the time of submitting a bid, the prime contractor and subcontractor shall possess a Class "B" contractor’s license or a Class “C” specialty license sufficient to perform the work.

Pursuant to Public Contract Code Section 3400(b), if the City should make findings designating certain materials, products, things, or services by specific brand or trade name, such findings and the materials, products, things, or services and their specific brand or trade names will be set forth in the Special Conditions.

The City shall award the Contract for the Project to the lowest responsive, responsible Bidder on the basis of the base Bid alone by the City. The City reserves the right to reject any or all Bids or to waive any irregularities or informalities in any Bids or in the Bidding process. 152

INSTRUCTIONS TO BIDDERS
2 INSTRUCTIONS TO BIDDERS

1. AVAILABILITY OF CONTRACT DOCUMENTS
Bids must be submitted to the City on the Bid Forms which are a part of the Bid Package for the Project. Contract Documents may be obtained from the Purchasing website www.fontanapurchasing.org.

2. EXAMINATION OF CONTRACT DOCUMENTS
Bidders shall be solely responsible for examining the Project Site and the Contract Documents, including any Addenda issued during the Bidding period, and for informing itself with respect to local labor availability, laws and codes, local permit requirements, wage scales, local tax structure, contractors’ licensing requirements, availability of required insurance, and other factors that could affect the Work. Bidders are responsible for consulting the standards referenced in the Contract. Failure of Bidder to so examine and inform itself shall be at its sole risk, and no relief for error or omission will be given except as required under State law.

3. INTERPRETATION OF CONTRACT DOCUMENTS
Discrepancies in, and/or omissions from the Plans, Specifications or other Contract Documents or questions as to their meaning shall be immediately brought to the attention of the City by submission of a written request for an interpretation or correction by using the online bid system at www.fontanapurchasing.org, NO LATER THAN 5 Days prior to the bid closing date.

Any interpretation of the Contract Documents will be made only by Addenda duly issued electronically to each person registered on the prospective bidder’s list. The City will not be responsible for any explanations or interpretations provided in any other manner. No person is authorized to make any oral interpretation of any provision in the Contract Documents to any Bidder, and no Bidder should rely on any such oral interpretation.

Bids shall include complete compensation for all items that are noted in the Contract Documents and are the responsibility of the Contractor.

4. INSPECTION OF SITE; PRE-BID CONFERENCE AND SITE WALK Each prospective Bidder is responsible for fully acquainting itself with the conditions of the Project Site (which may include more than one site), as well as those relating to the construction and labor of the Project, to fully understand the facilities, difficulties and restrictions which may impact the cost or effort required to complete the Project. To this end, a Pre-Bid Conference and Site Walk will be held on the date(s) and time(s) indicated in the Notice Inviting Bids.

5. ADDENDA
The City reserves the right to revise the Contract Documents prior to the Bid opening date. Revisions, if any, shall be made by Addenda. All Addenda issued by the City shall be included in the Bid and made part of the Contract Documents. Pursuant to Public Contract Code Section 4104.5, if the City issues an Addendum which includes material changes to the Project less than 72 hours prior to the deadline for submission of Bids, the 153

INSTRUCTIONS TO BIDDERS
3 City will extend the deadline for submission of Bids. The City may determine, in its sole discretion, whether an Addendum warrants postponement of the Bid submission date.

Each prospective Bidder shall provide City a name and email address to which Addenda may be sent, as well as a telephone number by which the City can contact the Bidder.

Copies of Addenda will be available on the City’s Purchasing website www.fontanapurchasing.org. Please Note: Bidders are responsible for ensuring that they have received any and all Addenda. To this end, each Bidder should contact the City’s Purchasing website www.fontanapurchasing.org to verify that he has received all Addenda issued, if any, prior to the Bid opening.

6. COMPLETION OF BID FORMS
Bids shall only be prepared using copies of the Bid Forms which are included in the Contract Documents. The use of substitute Bid forms other than clear and correct photocopies of those provided by the City will not be permitted. Bids shall be executed by an authorized signatory as described in these Instructions to Bidders. In addition, Bidders shall fill in all blank spaces (including inserting “N/A” where applicable) and initial all interlineations, alterations, or erasures to the Bid Forms. Bidders shall neither delete, modify, nor supplement the printed matter on the Bid Forms nor make substitutions thereon. USE OF BLACK OR BLUE INK, INDELIBLE PENCIL, ELECTRONICALLY OR TYPED IS REQUIRED. Deviations in the Bid form may result in the Bid being deemed non-responsive.

7. MODIFICATIONS OF BIDS
Each Bidder shall submit its Bid in strict conformity with the requirements of the Contract Documents. Unauthorized additions, modifications, revisions, conditions, limitations, exclusions or provisions attached to a Bid may render it non-responsive and may cause its rejection. Bidders shall neither delete, modify, nor supplement the printed matter on the Bid Forms, nor make substitutions thereon. Oral, telephonic and electronic modifications will not be considered, unless the Notice Inviting Bids authorizes the submission of electronic Bids and modifications thereto and such modifications are made in accordance with the Notice Inviting Bids.

8. DESIGNATION OF SUBCONTRACTORS (Entered Online)
In compliance with the Subletting and Subcontracting Fair Practices Act of the Public Contract Code of the State of California, each Bidder shall set forth below: (a) the name and the location of the place of business and (b) the portion of the work which will be done by each subcontractor who will perform work or labor or render service to the Contractor in or about the construction of the work in an amount in excess of one-half of one percent (1/2%) of the Contractor’s Total Bid Amount. Notwithstanding the foregoing, if the work involves streets and highways, then the Contractor shall list each subcontractor who will perform work or labor or render service to Contractor in or about the work in an amount in excess of one-half of one percent (1/2%) of the Contractor’s Total Bid Amount or $10,000, whichever is greater. No additional time shall be granted to provide the below requested information.

If no subcontractor is specified, for a portion of the work, or if more than one subcontractor is specified for the same portion of Work, to be performed under the Contract in excess of one-half of one percent (1/2%) of the Contractor’s Total Bid Amount or $10,000, whichever is greater if the work involves streets or highways, then the Contractor shall be 154

INSTRUCTIONS TO BIDDERS
4 deemed to have agreed that it is fully qualified to perform that Work, and that it shall perform that portion itself.

9. LICENSING REQUIREMENTS
Pursuant to Section 7028.15 of the Business and Professions Code and Section 3300 of the Public Contract Code, all Bidders must possess proper licenses for performance of this Contract. Subcontractors must possess the appropriate licenses for each specialty subcontracted. Pursuant to Section 7028.5 of the Business and Professions Code, the City shall consider any Bid submitted by a contractor not currently licensed in accordance with state law and pursuant to the requirements found in the Contract Documents to be nonresponsive, and the City shall reject the Bid. The City shall have the right to request, and Bidders shall provide within five (5) calendar days, evidence satisfactory to the City of all valid license(s) currently held by that Bidder and each of the Bidder’s subcontractors, before awarding the Contract. Please also note that, pursuant to Public Contract Code Section 20676, sellers of "mined material" must be on an approved list of sellers published pursuant to Public Resources Code Section 2717(b) in order to supply mined material for this Contract.

10. SIGNING OF BIDS
All Bids submitted shall be executed by the Bidder or its authorized representative.

Bidders may be asked to provide evidence in the form of an authenticated resolution of its Board of Directors or a Power of Attorney evidencing the capacity of the person signing the Bid to bind the Bidder to each Bid and to any Contract arising therefrom.

If a Bidder is a joint venture or partnership, it may be asked to submit an authenticated Power of Attorney executed by each joint venturer or partner appointing and designating one of the joint venturers or partners as a management sponsor to execute the Bid on behalf of Bidder. Only that joint venturer or partner shall execute the Bid. The Power of Attorney shall also: (1) authorize that particular joint venturer or partner to act for and bind Bidder in all matters relating to the Bid; and (2) provide that each venturer or partner shall be jointly and severally liable for any and all of the duties and obligations of Bidder assumed under the Bid and under any Contract arising therefrom. The Bid shall be executed by the designated joint venturer or partner on behalf of the joint venture or partnership in its legal name.

11. SUBMISSION OF SEALED BIDS
Once the Bid and supporting documents have been completed and signed as set forth herein, they shall be submitted electronically.

Only where expressly permitted in the Notice Inviting Bids, may Bidders submit their Bids via electronic transmission pursuant to Public Contract Code Sections 1600 and 1601.

The acceptable method(s) of electronic transmission shall be stated in the Notice Inviting Bids.

12. DELIVERY AND OPENING OF BIDS
Bids are to be submitted electronically. Electronic Bid System will close exactly at the time set forth in the Notice Inviting Bid. All applicable forms required to be completed per the bid documents, shall be submitted electronically prior to the due date and time. Hard copies will not be accepted as a viable bid. It is the Bidder’s sole responsibility to ensure 155

INSTRUCTIONS TO BIDDERS
5 that its Bid is received as specified. Bids may be submitted earlier than the dates(s) and time(s) indicated.

Bids will be available at the date and time stated in the Notice Inviting Bids and the amount of each Bid will be available online and recorded. The City may in its sole discretion, elect to postpone the opening of the submitted Bids. City reserves the right to reject any or all Bids and to waive any informality or irregularity in any Bid. In the event of a discrepancy between the written amount of the Bid Amount and the numerical amount of the Bid Amount, the written amount shall govern.

13. WITHDRAWAL OF BID
Prior to Bid opening, a Bid may be withdrawn by the Bidder only by using the City’s electronic bidding system.

14. BASIS OF AWARD; BALANCED BIDS
The City shall award the Contract to the lowest responsive, responsible Bidder submitting a responsive Bid. The City may reject any Bid which, in its opinion when compared to other Bids received or to the City’s internal estimates, does not accurately reflects the cost to perform the Work. The City may reject as non-responsive any Bid which unevenly weights or allocates costs, including but not limited to overhead and profit to one or more particular Bid items.

15. DISQUALIFICATION OF BIDDERS; INTEREST IN MORE THAN ONE BID No Bidder shall be allowed to make, submit or be interested in more than one Bid.

However, a person, firm, corporation or other entity that has submitted a subproposal to a Bidder, or that has quoted prices of materials to a Bidder, is not thereby disqualified from submitting a subproposal or quoting prices to other Bidders submitting a Bid to the City. No person, firm, corporation, or other entity may submit subproposal to a Bidder, or quote prices of materials to a Bidder, when also submitting a prime Bid on the same Project.

16. INSURANCE REQUIREMENTS
The successful Bidder shall procure the insurance in the form and in the amount specified in the Contract Documents.

17. AWARD PROCESS
Once all Bids are electronically opened and reviewed to determine the lowest responsive and responsible Bidder, the City will award the contract. The apparent successful Bidder should begin to prepare the following documents: (1) the Payment (Labor and Materials) Bond; and (2) the required insurance certificates and endorsements. Once the City notifies the Bidder of the award, the Bidder will have ten (10) consecutive calendar days from the date of this notification letter to execute the Contract and supply the City with all of the required documents and certifications. Regardless whether the Bidder supplies the required documents and certifications in a timely manner, the Contract time will begin to run ten (10) calendar days from the date of the notification. Once the City receives all of the properly drafted and executed documents and certifications from the Bidder, the City shall issue a Notice to Proceed to that Bidder.
156

INSTRUCTIONS TO BIDDERS
6 18. FILING OF BID PROTESTS
Bidders may file a “protest” of a Bid with the City’s Purchasing Officer. In order for a Bidder’s protest to be considered valid, the protest must:

A. Be filed in writing within five (5) calendar days after the Bid opening date; B. Clearly identify the specific irregularity or accusation; C. Clearly identify the specific City staff determination or recommendation being protested;
D. Specify, in detail, the grounds of the protest and the facts supporting the protest; and
E. Include all relevant, supporting documentation with the protest at time of filing.

If the protest does not comply with each of these requirements, it will be rejected as invalid.

If the protest is valid, the City’s Purchasing Officer, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Officer will provide a written decision to the protestor. The protestor may then appeal the decision of the City Manager.

19. WORKERS COMPENSATION
Each Bidder shall submit the Contractor’s Certificate Regarding Workers’ Compensation form.

20. SUBSTITUTION OF SECURITY
The Contract Documents call for monthly progress payments based upon the percentage of the work completed. The City will retain five percent (5%) of each progress payment as provided by the Contract Documents. At the request and expense of the successful Bidder, the City will substitute securities for the amount so retained in accordance with Public Contract Code Section 22300.

21. PREVAILING WAGES
This contract will be funded in whole or in part with federal housing and community development funds. The Federal Labor Standards Provisions, including prevailing wage requirements of the Davis-Bacon and Related Acts will be enforced. A copy of the Federal Wage Decision applicable to this project is included in the Bid Document.

This is project is a public work in the State of California, funded in whole or in part with public funds. Therefore, the higher of the two applicable prevailing wage rates, federal or state, will be enforced. The Contractor’s duty to pay State prevailing wages can be found under Labor Code Section 1770 et seq. Labor Code Sections 1775 and 1777.7 157

INSTRUCTIONS TO BIDDERS
7 outline the penalties for failure to pay prevailing wages and to employ apprentices, including forfeitures and debarment. The State Wage Decision is on file at the City Clerk’s office, and is also available online at http://www.dir.ca.gov/dlsr/.

Apprenticeship Program: Attention is directed to Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code and Title 8, California Administrative code, Section 200 et seq. to ensure compliance and complete understanding of the law regarding apprentices.

Minority and Women Owned Business: Bidders will be required to document their status as a Minority Business Enterprise (MBE), a Women-owned Business Enterprise (WBE) or a non-MBE/WBE firm. Bidders that are not MBE/WBE firms will be required to make a good faith effort, and to document their efforts to include firms as part of the contract bid.

Section 3 Statement: This is a HUD Section 3 construction contract. First preference will be given to a bidder who provides a reasonable bid and is a qualified Section 3 Business Concern. Second preference will be given to a bidder who provides a reasonable bid and commits to achieving the Section 3 employment, training and subcontracting opportunity goals by submitting a written commitment (Economic Opportunity Plan).

Conflict of Interest: In the procurement of supplies, equipment, construction, and services by sub- recipients, the conflict of interest provisions in (State LCA - 24 CFR

85.36 and Non-Profit Organizations – 24 CFR 84.4), OMB Circular A-110, and 24 CFR 570.611, respectively, shall apply. No employee, officer or agent of the sub-recipient shall participate in selection, or in the award or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.

22. DEBARMENT OF CONTRACTORS AND SUBCONTRACTORS
In accordance with the provisions of the Labor Code, contractors or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Section 1777.1 or Section 1777.7 of the Labor Code and the Federal “Excluded Parties List System”. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid to a debarred subcontractor by the Contractor for the Project shall be returned to the City. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the Project.

23. PERFORMANCE BOND AND PAYMENT (LABOR AND MATERIALS) BOND

REQUIREMENTS
Within the time specified in the Contract Documents, the Bidder to whom a Contract is awarded shall deliver to the City four identical counterparts of the Performance Bond and Payment (Labor and Materials) Bond, each in an amount equal to one hundred percent (100%) of the Total Bid Amount and in the form supplied by the City and included in the Contract Documents. Failure to do so may, in the sole discretion of City, result in the 158

INSTRUCTIONS TO BIDDERS
8 forfeiture of the Bid Guarantee. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City.

24. SALES AND OTHER APPLICABLE TAXES, PERMITS, LICENSES AND FEES Contractor and its subcontractors performing work under this Contract will be required to pay California sales tax and other applicable taxes, and to pay for permits, licenses and fees required by the agencies with authority in the jurisdiction in which the work will be located, unless otherwise expressly provided by the Contract Documents.

25. IRAN CONTRACTING ACT OF 2010
In accordance with Public Contract Code Section 2200 et seq., the City requires that any person that submits a bid or proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or services of one million dollars ($1,000,000) or more, certify at the time the bid is submitted or the contract is renewed, that the person is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.

26. EXECUTION OF CONTRACT
As required herein the Bidder to whom an award is made shall execute the Contract in the amount determined by the Contract Documents. The City may require appropriate evidence that the persons executing the Contract are duly empowered to do so.

END OF INSTRUCTIONS TO BIDDERS
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INFORMATION REQUIRED OF BIDDER
9 INFORMATION REQUIRED OF BIDDER
8344 Bennett Ave.

A. INFORMATION ABOUT BIDDER
BIDDER certifies that the following information is true and correct:

Bidder's Name:

Business Address:

Telephone: Fax:

Email Address:

State Contractor's License No. and Class:

Original Date Issued: Expiration Date:

What type of work does the Bidder normally perform with its own forces? __________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ Name of Bonding Company and Name and Address of Agent:
_________________________________________________________ _________________________________________________________ 160

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BID FORM
10 BID FORM
8344 Bennett Ave.

TOTAL BID AMOUNT (BASED ON REHABILITATION REPORT & PRIORITY LIST):
$
Total Bid Amount in Numbers
Total Bid Amount in Written Form
Number of Days to Complete the Project
In case of discrepancy between the written amount and the numerical amount, the written amount shall prevail.

The undersigned agrees that this Bid Form constitutes a firm offer to the City which cannot be withdrawn for the number of calendar days indicated in the Notice Inviting Bids from and after the Bid opening, or until a Contract for the Work is fully executed by the City and a third party, whichever is earlier.

1. Upload the Bid Form.

2. Upload the Information Required of Bidder Form.

3. Upload the fully executed Non-Collusion Declaration Form.

4. Upload the completed Contractor’s Certificate Regarding Workers’ Compensation Form.

5. List Subcontractors online.

I hereby certify under penalty of perjury under the laws of the State of California, which all of the information submitted in connection with this Bid and all of the representations made herein are true and correct.

Name of Bidder
Signature
Name and Title
Dated
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CONTRACTOR’S CERTIFICATE REGARDING
WORKERS’ COMPENSATION
11 SDPUB\SAKINS\347250.2
CONTRACTOR’S CERTIFICATE REGARDING
WORKERS’ COMPENSATION
8344 Bennett Ave.

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 selfinsurance 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.

Name of Bidder
Signature
Name and Title
Dated
162

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NON-COLLUSION DECLARATION
12 NON-COLLUSION DECLARATION
The undersigned declares:

I am the ______________________________ of _________________________ ___________________________________________, the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ______________________[date], at ___________________________________[city], _____[state].
__________________________________
(Signature)
__________________________________
(Print Name)
__________________________________
(Title)
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PAYMENT BOND (LABOR AND MATERIALS)
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Fontana (hereinafter designated as the “City”), by action taken or a resolution passed ___________ , 20____ has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
______________________________________________________________________ ______ (the “Project”); and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 3181 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or 164

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extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed unoriginal thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 20______ the name and corporate seal of each corporate party being hereto affixed and these presents duly signed b its undersigned representative pursuant to authority of its governing body.
(Corporate Seal of
Principal, if corporation)
Principal (Property Name of Contractor)
By:
(Signature of Contractor)
(Seal of Surety)
Surety
By:

Attorney in Fact
(Attached Attorney-In-Fact
Certificate and Required
Acknowledgements)
*Note: Appropriate Notarial Acknowledgments of Execution by Contractor and +surety and a power of Attorney MUST BE ATTACHED.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California }
} ss.

County of __________________________ }
On before me,
personally appeared
Here Insert Name and Title of the Officer
Name(s) of Signer(s)
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 California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal Above Signature of Notary Public
_______________________________________________________ OPTIONAL _____________________________________________________________ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of Attached Document
Title of Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer’s Name: Signer’s Name:
 Individual  Individual
 Corporate Officer Title(s):  Corporate Officer Title(s):
 Partner -  Limited  General  Partner -  Limited  General  Attorney in Fact Right Thumbprint of Signer
Top of thumb here
 Attorney in Fact Right Thumbprint of Signer
 Trustee  Trustee Top of thumb here
 Guardian or Conservator  Guardian or Conservator
 Other:  Other:

Signer is Representing: Signer is Representing:
.
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CONTRACT
THIS CONTRACT is made this _____ day of _________, 202_, in the County of San Bernardino, State of California, by and between the City of Fontana, hereinafter called City, and ______________________________, hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:

PROJECT NAME, NUMBER
The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION.

2.1 The Work shall be commenced on the date stated in the City’s Notice to Proceed.

The Contractor shall complete all Work required by the Contract Documents within [**INSERT WORKING DAYS**] calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

2.2 Contractor shall coordinate the Work with the other work being performed on the Project, in accordance with those schedules as may be issued from time to time during the performance of the Work, and any other scheduling requirements listed in this Agreement, so as not to delay, impede, obstruct, hinder or interfere with the commencement, progress or completion of the whole or any part of the Work or other work on the Project.

2.3 The Contractor shall participate and cooperate with the City in the development of schedules and other efforts to achieve timely completion of the Work providing information for the scheduling of the times and sequence of operations required for its Work (“Contractor Schedule”) to meet City’s overall master project schedule requirements (“Master Schedule”). The Contractor shall continuously monitor the Master Schedule so as to be fully familiar with the timing, phasing and sequence of operations of the Work and of other work on the Project, and shall execute the Work in accordance with the requirements of the Master Schedule including any revisions thereto. The Contractor shall notify the City within 48 hours of any slippage in the Contractor Schedule and shall submit a detailed recovery plan to the City for approval within five (5) calendar days of such notice. 167

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2.4 Should the progress of the Work or of the Project be delayed disrupted, hindered, obstructed, or interfered with by any fault or neglect or act or failure to act of the Contractor or any of its officers, agents, servants, employees, subcontractors or suppliers so as to cause any additional cost, expense, liability or damage to the City or any consultants retained by the City for the Project, including legal fees and disbursements incurred by the City or the consultants retained by the City for the Project, (whether incurred in defending claims arising from such delay or in seeking reimbursement and indemnity from the Contractor and its surety hereunder or otherwise) or any damages or additional costs or expenses for which the City or the consultants retained by the City for the Project, may or shall become liable, the Contractor and its surety shall and does hereby agree to compensate the City or the consultants retained by the City for the Project,, for and indemnify them against all such costs, expenses, damages and liability.

2.5 The City, in its sole discretion, may direct the Contractor to work overtime and, if so directed, the Contractor shall work said overtime and, provided that the Contractor is not in default under any of the terms or provisions of this Agreement or of any of the other Contract Documents, the City will pay the Contractor for such actual additional wages paid, if any, at the prevailing wage rates plus taxes imposed by law on such additional wages, plus workers' compensation insurance, liability insurance and levies on such additional wages if required to be paid by the Contractor.

2.6 If, however, the progress of the Work or of the Project is delayed by any fault or neglect or act or failure to act of the Contractor or any of its officers, agents, servants, employees, subcontractors or suppliers, then the Contractor shall, in addition to all of the other obligations imposed by this Agreement upon the Contractor in such case, and at its own cost and expense, work such overtime as may be necessary to make up for all time lost in the completion of the Work and of the Project due to such delay. Should the Contractor fail to make up for the time lost by reason of such delay, the City shall have the right to cause other contractors to work overtime and to take whatever other action it deems necessary to avoid delay in the completion of the Work and of the Project, and the cost and expense of such overtime and/or such other action shall be borne solely by the Contractor.

ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of ____________________________________________________________ Dollars ($_________________________________). Payment shall be made as set forth in the General Conditions.
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ARTICLE 4. PAYMENTS

4.1 The City shall make progress payments following receipt of undisputed and properly submitted payment requests. Contractor shall be paid a sum equal to ninety-five percent (95%) of the value of Work performed up to the last day of the previous month, less the aggregate of previous payments.

4.2 The Contractor shall, after the full completion of The Work, submit a final payment application. All prior progress estimates shall be subject to correction in the final estimate and payment.

4.3 Unless otherwise required by law, the final payment of ten percent (10%) of the value of the Work, if unencumbered, shall be paid no later than sixty (60) Days after the date of recordation of the Notice of Completion.

4.4 Acceptance by Contractor of the final payment shall constitute a waiver of all claims against the City arising from this Contract.

4.5 Payments to the Contractor shall not be construed to be an acceptance of any defective work or improper materials, or to relieve the Contractor of its obligations under the Contract Documents.

4.6 The Contractor shall submit with each payment request the Contractor’s conditional waiver of lien for the entire amount covered by such payment request, as well as a valid unconditional waiver of lien from the Contractor and all subcontractors and materialmen for all work and materials included in any prior invoices. Waivers of lien shall be in the forms prescribed by California Civil Code Section 3262. Prior to final payment by the City, the Contractor shall submit a final waiver of lien for the Contractor’s work, together with releases of lien from any subcontractor or materialmen.

ARTICLE 5. PAYMENTS WITHHELD AND BACKCHARGES In addition to amounts which the City may retain under other provisions of the Contract Documents the City may withhold payments due to Contractor as may be necessary to cover:
a. Stop Notice Claims.
b. Defective work not remedied.
c. Failure of Contractor to make proper payments to its subcontractors or suppliers. d. Completion of the Contract if there exists a reasonable doubt that the work can be completed for balance then unpaid.
e. Damage to another contractor or third party.
f. Amounts which may be due the City for claims against Contractor. 169

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g. Failure of Contractor to keep the record (“as-built”) drawings up to date. h. Failure to provide updates on the construction schedule. i. Site clean up.
j. Failure of the Contractor to comply with requirements of the Contract Documents. k. Liquated damages.
l. Legally permitted penalties.

Upon completion of the Contract, the City will reduce the final Contract amount to reflect costs charged to the Contractor, backcharges or payments withheld pursuant to the Contract Documents.

ARTICLE 6. CHANGES AND EXTRA WORK

6.1 The City, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or other revisions, the Contract amount and Contract time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, in the form attached hereto and incorporated herein as Exhibit “A,” and shall be performed under the applicable conditions of the Contract Documents. A Change Order signed by the Contractor indicates the Contractor's agreement therewith, including any adjustment in the Contract amount or the Contract time, and the full and final settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order.

6.2 All claims for additional compensation to the Contractor shall be presented in writing before the expense is incurred and will be adjusted as provided herein. No work shall be allowed to lag pending such adjustment, but shall be promptly executed as directed, even if a dispute arises. No claim will be considered after the work in question has been done unless a written contract change order has been issued or a timely written notice of claim has been made by Contractor.

Contractor shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms, conditions and provisions of the original Contract.

6.3 Owner Initiated Change. The Contractor must submit a complete cost proposal, including any change in the Contract time, within seven (7) Days after receipt of a scope of a proposed change order, unless the City requests that proposals be submitted in less than seven (7) Days.
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6.4 Contractor Initiated Change. The Contractor must give written notice of a proposed change order required for compliance with the Contract Documents within seven (7) Days of discovery of the facts giving rise to the proposed change order.

6.5 Whenever possible, any changes to the Contract amount shall be in a lump sum mutually agreed to by the Contractor and the City.

6.6 Price quotations from the Contractor shall be accompanied by sufficiently detailed supporting documentation to permit verification by the City.

6.7 If the Contractor fails to submit the cost proposal within the seven (7) Day period (or as requested), the City has the right to order the Contractor in writing to commence the work immediately on a force account basis and/or issue a lump sum change to the contract price in accordance with the City’s estimate of cost. If the change is issued based on the City estimate, the Contractor will waive its right to dispute the action unless within fifteen (15) Days following completion of the added/deleted work, the Contractor presents written proof that the City’s estimate was in error.

6.8 Estimates for lump sum quotations and accounting for cost-plus-percentage work shall be limited to direct expenditures necessitated specifically by the subject extra work, and shall be segregated as follows:
(a) Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the extra work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the extra work cost will not be permitted unless the contractor establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. (b) Materials. The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight and delivery. Materials cost shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the City shall determine the materials cost, at its sole discretion.
(c) Tool and Equipment Use. No payment will be made for the use of small tools, tools which have a replacement value of $1,000 or less. Regardless of ownership, the rates to be used in determining equipment use costs shall not exceed listed rates prevailing locally at equipment rental agencies, or distributors, at the time the work is performed.
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(d) Overhead, Profit and Other Charges. The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:
i. “Net Cost” is defined as consisting of costs of labor, materials and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark-up.
ii. For Work performed by the Contractor’s forces the added cost for overhead and profit shall not exceed fifteen (15%) percent of the Net Cost of the Work. iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen (15%) percent of the Net Cost of the Work to which the Contractor may add five (5%) percent of the subcontractor’s Net Cost. iv. For Work performed by a sub-subcontractor the added cost for overhead and profit shall not exceed fifteen (15 %) percent of the Net Cost for Work to which the subcontractor and general contractor may each add an additional five (5 %) percent of the Net Cost of the lower tier subcontractor.
v. No additional mark up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by City exceed twenty-five (25%) percent of the Net Cost as defined herein.

6.9 For added or deducted Work by subcontractors, the Contractor shall furnish to the City the subcontractor’s signed detailed estimate of the cost of labor, material and equipment, including the subcontractor markup for overhead and profit. The same requirement shall apply to sub-subcontractors.

6.10 For added or deducted work furnished by a vendor or supplier, the Contractor shall furnish to the City a detailed estimate or quotation of the cost to the Contractor, signed by such vendor or supplier.

6.11 Any change in The Work involving both additions and deletions shall indicate a net total cost, including subcontracts and materials. Allowance for overhead and profit, as specified herein, shall be applied if the net total cost is an extra; overhead and profit allowances shall not be applied if the net total cost is a credit. The estimated cost of deductions shall be based on labor and material prices on the date the Contract was executed.

6.12 Contractor shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the change order for work. No claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity 172

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of changes and/or clarifications. The Contractor may not change or modify the City’s change order form in an attempt to reserve additional rights.

6.13 If the City disagrees with the proposal submitted by Contractor, it will notify the Contractor and the City will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the City, a change order will be issued by the City. If no agreement can be reached, the City shall have the right to issue a unilateral change order setting forth its determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. Such determination shall become final and binding if the Contractor fails to submit a claim in writing to the City within fifteen (15) Days of the issuance of the unilateral change order, disputing the terms of the unilateral change order.

6.14 No dispute, disagreement or failure of the parties to reach agreement on the terms of the change order shall relieve the Contractor from the obligation to proceed with performance of the work, including extra work, promptly and expeditiously.

6.15 Any alterations, extensions of time, extra work or any other changes may be made without securing consent of the Contractor’s surety or sureties.

ARTICLE 7. LIQUIDATED DAMAGES. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $[**INSERT AMOUNT**] for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract.

This Article does not exclude recovery of other damages specified in the Contract Documents.

ARTICLE 8. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Contractor's Bid Forms
Contractor’s Certificate Regarding Workers’ Compensation Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration form
Contract
Section 3 Clause
Payment (Labor and Materials) Bond
General Conditions
California Building Codes as defined in the General Conditions Addenda
Approved and fully executed change orders
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Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 9. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.

ARTICLE 10. INDEMNIFICATION.

10.1 To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City and their respective officials, officers, agents, employees, and representatives (“indemnitees”) from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages (including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses) or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to tangible property or persons (including wrongful death) arising out of or resulting from the performance of the Work or this Agreement (including claims made by subcontractors for nonpayment), to the extent that the acts, omissions or willful misconduct are attributable to the Contractor or anyone employed directly or indirectly by any of them. Contractor shall defend, at Contractor’s own cost, expense and risk, with legal counsel of indemnitee’s choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City and their respective officials, officers, agents, employees and representatives. To the extent of its liability, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City and their respective officials, officers, agents, employees, and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse the City and their respective officials, officers, agents, employees, and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782.

10.2 Nothing contained in the preceding section shall be deemed to obligate the Contractor to indemnify the City or any of the other indemnitees, against liability for damages or any other loss, damage or expense sustained, suffered or incurred on account of death or bodily injury to active persons or injury to property caused 174

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by the sole negligence or willful misconduct of the City or any of the other indemnitees set forth above. Therefore, if it is determined by legal proceedings or agreement, that the Contractor has no direct contributory or incidental negligence or other obligation to the City or the other indemnitees, and the Contractor is in no way a proper party to a particular claim, then the Contractor shall not be obligated to hold the City or any indemnitees harmless with respect to said claim. However, until such determination is made by legal proceedings or agreement, or if the Contractor is found to have any degree of direct or contributory negligence or if it is determined that the Contractor is in any way or to any degree a proper party to said claim, then the Contractor’s obligations under all of the terms and provisions of the preceding section shall remain in full force and effect.

10.3 Nothing in this provision, or elsewhere in the Contract Documents, shall be deemed to relieve the Contractor of its duty to defend the City or any indemnitee, as specified under this Article, pending a determination of the respective liabilities of the City or any indemnitee, by legal proceeding or agreement.

10.4 In furtherance to, but not in limitation of the indemnity provisions in this Agreement, Contractor hereby expressly and specifically agrees that its obligation to indemnify, defend and hold harmless as provided in this Agreement shall not in any way be affected or diminished by any statutory or constitutional immunity it enjoys from suits by its own employees or from limitations of liability or recovery under workers’ compensation laws.

ARTICLE 11. PREVAILING WAGES (NOT REQUIRED BY FUNDING).

Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available online at http//www.dir.ca.gov/dlsr and which must be posted at the job site.
175

CONTRACT
25 SDPUB\SAKINS\347250.2
IN WITNESS WHEREOF, this Contract has been duly executed by the abovenamed parties, on the day and year above written.

CITY OF FONTANA
By:

City Manager
[INSERT CONTRACTOR'S NAME]
By:
[INSERT NAME]
[INSERT TITLE]
Attest:

By:

City Clerk
Attest: 1
By:
[INSERT NAME]
[INSERT TITLE]
Approved as to form:

Best Best & Krieger LLP
City Attorney
By: _____________________________
Department Head

IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: _____________________________
Director of Human Resources/
Risk Management

IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES

Chief Financial Officer

Purchasing Office
1 Attestation of Contractor’s signature must be obtained when required by the by-laws, articles of incorporation or other laws, rules or regulations applicable to Contractor’s business entity. 176

PURCHASING USE ONLY
EXHIBIT “A” - CHANGE ORDER FORM
26 SDPUB\SAKINS\347254.2
EXHIBIT “A” CHANGE ORDER FORM
A. CHANGE ORDER STATUS
Change order waiting for approval, please expedite the signature process.

Anticipated Date of Issuance:

Due to the time-sensitive nature of the situation verbal approval was given by the Purchasing Officer on . The call was placed by (name/title): . The date of Issuance of the Change Order was on .

Other:

B. TRACKING INFORMATION
Submitting Organization: -Select- Other:

Bid/Tracking #: Type of Contract -SelectProject Description:

Change Order #:

PO #:

C. CONTRACTOR INFORMATION
Company Name:

Contact Person (name/title):

Address:

Telephone:

D. INITIATING PARTY (Party responsible for initiating the change order request)

1. City Initiated Please Specify Party:

2. Contractor Initiated
E. REASON(S) FOR THE CHANGE ORDER
Change in Scope Unforeseen Conditions Balancing Other:

Detailed Justification (Required):
177

PURCHASING USE ONLY
EXHIBIT “A” - CHANGE ORDER FORM
27 SDPUB\SAKINS\347250.2
F. ADJUSTMENT CALCULATION

PRICE TIME

ORIGINAL CONTRACT PRICE ORIGINAL CONTRACT TIME
(DAYS or DATE)
$ -SelectTOTAL CONTRACT PRICE

PRIOR TO THIS CHANGE ORDER

TOTAL TIME

PRIOR TO THIS CHANGE ORDER
$ -SelectINCREASE/DECREASE IN CONTRACT PRICE WITH THIS

CHANGE ORDER

INCREASE/DECREASE

IN DAYS
+ - $ + -

NEW TOTAL PRICE

INCLUDING ALL CHANGE ORDERS

NEW TOTAL

TIME OR COMPLETION DATE
$ -SelectG. ADJUSTMENT DETERMINATION (at the sole discretion of the City):

Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation.

Unit Prices stated in Contractor’s bid, the Contract, or subsequently agreed upon between the City and Contractor.

Cost determined in a manner agreed upon by the parties such as a mutually acceptable fixed amount or percentage.

By cost of material and labor and a percentage of overhead and profit.

H. ADJUSTMENT JUSTIFICATION: Attach complete itemized cost breakdown of all labor and material showing actual quantities, hours, unit prices, wage rates, required for the change, and the effect upon the time for performance of the work of such change order. Contractor’s form may be attached)
Execution of this change order by the Contractor constitutes a binding accord and satisfaction that fully satisfies, waives, and releases the Owner from all claims, demands, costs, and liabilities, in Contract, law or equity, arising out of or related to the subject of the change order, whether known or unknown, including but not limited to direct and indirect costs and/or damages for delay, disruption, acceleration, loss of productivity, and stacking of trades, as well as any and all consequential damages. ➢ Contractor: __________________________________ Date: ______________________ ➢ City Project Coordinator: ______________________ Date: ______________________ Review of analysis:
➢ Department Head: ___________________________ Date: _______________________ ➢ Purchasing Office: __________________________ Date: _______________________ ➢ Management Services Director: ___________________ Date: ____________________ 178
28 GENERAL CONDITIONS
ARTICLE 1. DEFINITIONS
a. Acceptable, Acceptance or words of similar import shall be understood to be the acceptance of the City.
b. Act of God an Act of God is an earthquake of magnitude 3.5 on the Richter scale and tidal waves.
c. Approval means written authorization by the City.
d. California Building Codes shall mean the following, as such may be modified by the City of Fontana Municipal Code:
2001 California Building Code
2004 California Electrical Code
2001 California Plumbing Code
2001 California Mechanical Code
e. Contract Documents includes all documents as stated in the Contract. f. City and Contractor are those stated in the Contract. The terms City and Owner may be used interchangeably.
g. Day shall mean calendar day unless otherwise specifically designated. h. Engineer shall mean the General Manager, or his or her designee, for the City of Fontana, acting either directly or through properly authorized agents, such as agents acting within the scope of the particular duties entrusted to them. Also sometimes referred to as the “City’s Representative” or “Representative” in the Contract Documents. i. Equal, Equivalent, Satisfactory, Directed, Designated, Selected, As Required and similar words shall mean the written approval, selection, satisfaction, direction, or similar action of the Engineer and/or City.
j. Force Majeure shall mean (i) riots, civil disturbances, insurrection or acts of public enemy, but only occurring at or in the immediate vicinity of the Site or if directly disrupting or delaying the supply chain of materials to the Project; (ii) war if declared by the United States Congress but only if directly disrupting or delaying the supply chain of labor or materials to the Project; (iii) a court administrative or other governmental order directing that the construction of the Project be stopped (except where due to failure to obtain or comply with any authorizations of governmental authorities; (iv) strikes or labor disputes, but only if directly disrupting or delaying the supply chain of labor or materials to the Project and only if not precipitated by Contractor's or a Subcontractor's actual violation of the Union Requirement; (v) casualty at the Site resulting in direct physical damage to the Work not the result, in whole or in part, of the actions or omissions of Contractor or Subcontractors; (vi) acts of terrorism directed at the Project or resulting in direct physical damage to the Project or directly disrupting or delaying the supply chain of labor or materials to the Project; (vii) Delays caused, other than by Contractor's 179

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negligence or breach of the Contract Documents, by conflicts in the coordination of Contractor's Work with the work of other contractors; (viii) delay in the issuance of permits or approvals by governmental authorities to the extent caused solely by circumstances within the control and responsibility of City; or (viii) Acts of God. k. Indicated, Shown, Detailed, Noted, Scheduled or words of similar meaning shall mean that reference is made to the drawings, unless otherwise noted. It shall be understood that the direction, designation, selection, or similar import of the Engineer and/or City is intended, unless stated otherwise.
l. Install means the complete installation of any item, equipment or material. m. Material shall include machinery, equipment, manufactured articles, or construction such as form work, fasteners, etc., and any other classes of material to be furnished in connection with the Contract. All materials shall be new unless specified otherwise.
n. Perform shall mean that the Contractor, at Contractor’s expense, shall take all actions necessary to complete The Work, including furnishing of necessary labor, tools, and equipment, and providing and installing Materials that are indicated, specified, or required to complete such performance.
o. Project is The Work planned by City as provided in the Contract Documents. p. Provide shall include provide complete in place, that is furnish, install, test and make ready for use.
q. Recyclable Waste Materials shall mean materials removed from the Project site which are required to be diverted to a recycling center rather than an area landfill.

Recyclable Waste Materials include asphalt, concrete, brick, concrete block, and rock. r. Specifications means that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the work. The Work shall be done in accordance with the California Building Codes, as defined herein, including all current supplements, Addenda, and revisions thereof which are incorporated herein. In any conflict the contract documents will be interpreted as set forth below.
s. The Work means the entire improvement planned by the City pursuant to the Contract Documents.
t. Work means labor, equipment and materials incorporated in, or to be incorporated in the construction covered by the Contract Documents.

ARTICLE 2. CONTRACT DOCUMENTS
a. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. b. Interpretations. The Contract Documents are intended to be fully cooperative and to be complementary. If Contractor observes that any documents are in conflict, the 180

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Contractor shall promptly notify the Purchasing in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders or Work Change Directives

2. Addenda

3. Contract

4. General Conditions

5. Instructions to Bidders

6. Notice Inviting Bids

7. Contractor’s Bid Forms

8. California Building Codes

9. Reference Documents
c. Conflicts in Contract Documents. Notwithstanding the orders of precedence established above, in the event of conflicts, the more stringent requirement and higher standard shall always apply.
d. Organization of Contract Documents. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing The Work among subcontractors or in establishing the extent of Work to be performed by any trade.

ARTICLE 3. DETAIL DRAWINGS AND INSTRUCTIONS
a. Examination of Contract Documents. Before commencing any portion of The Work, Contractor shall again carefully examine all applicable Contract Documents, the Project site and other information given to Contractor as to materials and methods of construction and other Project requirements. Contractor shall immediately notify the Engineer of any potential error, inconsistency, ambiguity, conflict or lack of detail or explanation. If Contractor performs, permits, or causes the performance of any Work which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, Contractor shall bear any and all resulting costs, including, without limitation, the cost of correction. In no case shall the Contractor or any subcontractor proceed with Work if uncertain as to the applicable requirements.
b. Additional Instructions. After notification of any error, inconsistency, ambiguity, conflict or lack of detail or explanation, the Engineer will provide any required additional instructions, by means of drawings or other written direction, necessary for proper execution of Work within a reasonable time from the receipt of such notification. 181

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c. Quality of Parts, Construction and Finish. All parts of The Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish. In no case shall Contractor proceed with The Work without obtaining first from the Engineer such Approval may be necessary for the proper performance of Work.
d. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including the requirement to comply with all applicable laws, ordinances, rules and regulations, the Engineer may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

ARTICLE 4. SUBSTITUTIONS
a. Pursuant to Public Contract Code Section 3400(b) the City may make a finding that is described in the invitation for Bids that designates certain products, things, or services by specific brand or trade name.
b. Unless specifically designated in the Contract Documents, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in the Contract Documents.

However, the City may have adopted certain uniform standards for certain materials, processes and articles.
c. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with the Contractor. The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted.
d. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from the Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit 182

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all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution. e. The Contractor shall be responsible for and shall, therefore, bear all costs related to a substituted “or equal” material, process or article for those substitution requests submitted to the Engineer following Contract award if the timelines set forth herein permit the submission of substitution requests after Contract award. Such substitution request costs may include City staff time, independent consultants, any tests or inspections made necessary by the substitution request, in the sole discretion of the City, and the increased cost, if any, of the proposed “or equal” material. If the timeline set forth herein, permits a substitution request to be made prior to Contract award, the City, in its sole discretion, may require the Bidder to submit a deposit or payment for the estimated reasonable costs which may be incurred by the City staff and independent consultants in evaluating the substitution request, as a condition of reviewing the substitution request. f. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

ARTICLE 5. MATERIALS
a. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water, lights, power, transportation, superintendence, temporary constructions of every nature, and all other services and facilities of every nature whatsoever necessary to execute and complete this Contract within specified time.
b. Unless otherwise specified, all materials shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality.
c. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of The Work and shall be stored properly and protected as required by the Contract Documents. Contractor shall be entirely responsible for damage or loss by weather or other causes to materials or Work. d. No materials, supplies, or equipment for Work under this Contract shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier.

Contractor warrants good title to all material, supplies, and equipment installed or incorporated in the work and agrees upon completion of all work to deliver the Project, to the City free from any claims, liens, or charges.
e. Materials shall be stored on the Project site in such manner so as not to interfere with any operations of the City or any independent contractor.

ARTICLE 6. CONTRACTOR’S SUPERVISION
Contractor shall continuously keep at the Project site, a competent and experienced fulltime Project superintendent approved by the City. Superintendent must be able to proficiently speak, read and write in English. Any change in Project Superintendent must 183

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be approved in writing by the City prior to personnel being changed. Contractor shall continuously provide efficient supervision of the Project.

ARTICLE 7. WORKERS
a. Contractor shall at all times enforce strict discipline and good order among its employees. Contractor shall not employ on the Project any unfit person or any one not skilled in the Work assigned to him or her.
b. Any person in the employ of the Contractor whom the City may deem incompetent or unfit shall be dismissed from The Work and shall not be employed on this Project except with the written Approval of the City.

ARTICLE 8. SUBCONTRACTORS
a. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of The Work.

Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor.

Nothing contained in these Contract Documents shall create any contractual relationship between any subcontractor and the City.
b. The City reserves the right to Approve all subcontractors. The City’s Approval of any subcontractor under this Contract shall not in any way relieve Contractor of its obligations in the Contract Documents.
c. Prior to substituting any subcontractor listed in the Bid Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code section 4100 et seq.

ARTICLE 9. PERMITS AND LICENSES
Permits and licenses necessary for prosecution of The Work shall be secured and paid for by Contractor, unless otherwise specified in the Contract Documents. a. Contractor shall obtain and pay for all other permits and licenses required for The Work, including excavation permit and for plumbing, mechanical and electrical work and for operations in or over public streets or right of way under jurisdiction of public agencies other than the City.
b. The Contractor shall arrange and pay for all off-site inspection of the Work related to permits and licenses, including certification, required by the specifications, drawings, or by governing authorities, except for such off-site inspections delineated as the City's responsibility pursuant to the Contract Documents.
c. Before Acceptance of the Project, the Contractor shall submit all licenses, permits, certificates of inspection and required approvals to the City.

ARTICLE 10. DIVERSION OF RECYCLABLE WASTE MATERIALS
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In compliance with the applicable City’s waste reduction and recycling efforts, Contractor shall divert all Recyclable Waste Materials to appropriate recycling centers. Contractor will be required to submit weight tickets and written proof of diversion with its monthly progress payment requests. Contractor shall complete and execute any certification forms required by City or other applicable agencies to document Contractor’s compliance with these diversion requirements. All costs incurred for these waste diversion efforts shall be the responsibility of the Contractor.

ARTICLE 11. REMOVAL OF HAZARDOUS MATERIALS
Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes and hazardous materials which have not been rendered harmless at the Project site, the Contractor shall immediately stop work at the affected Project site and shall report the condition to the City in writing. The City shall contract for any services required to directly remove and/or abate PCBs and other toxic wastes and hazardous materials, if required by the Project site(s), and shall not require the Contractor to subcontract for such services. The Work in the affected area shall not thereafter be resumed except by written agreement of the City and Contractor.

ARTICLE 12. SANITARY FACILITIES
Contractor shall provide sanitary temporary toilet buildings for the use of all workers. All toilets shall comply with local codes and ordinances. Toilets shall be kept supplied with toilet paper and shall have workable door fasteners. Toilets shall be serviced no less than once weekly and shall be present in a quantity of not less than 1 per 20 workers as required by CAL-OSHA regulation. The toilets shall be maintained in a sanitary condition at all times. Use of toilet facilities in The Work under construction shall not be permitted.

Any other Sanitary Facilities required by CAL-OSHA shall be the responsibility of the Contractor.

ARTICLE 13. AIR POLLUTION CONTROL
Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes. All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to indicate that the contents fully comply with the applicable material requirements.

ARTICLE 14. FIRE PROTECTION
a. Contractor is responsible for providing and maintaining fire extinguishers, fire protection, fire watch and other necessary fire protection devices as may be required by the applicable regulatory agencies, the Contract Documents, and/or the City. b. Contractor shall provide fire watch and be responsible for all fire prevention in connection with The Work. Open fires will not be permitted on or about the Project site. c. The Contractor shall make chemical fire extinguishers available at the location where the Contractor performs any torch cutting or welding operations. Contractor shall provide the Engineer with notice prior to undertaking any torch cutting and welding 185

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operations. Contractor, if performing cutting or welding operations, shall undertake all appropriate safety measures including but not limited to a fire watch, fire extinguishers, fire blankets and shall be responsible for any damage caused by its operations.

ARTICLE 15. CLEANING UP
a. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment. Contractor shall not store debris under, in, or about the premises. Upon completion of Work, Contractor shall clean the interior and exterior of the building or improvement including fixtures, equipment, walls, floors, ceilings, roofs, window sills and ledges, horizontal projections, and any areas where debris has collected so surfaces are free from foreign material or discoloration. Contractor shall clean and polish all glass, plumbing fixtures, and finish hardware and similar finish surfaces and equipment. Contractor shall also clean all buildings, asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment.
b. Contractor shall fully clean up those areas of the Site where it has been working at the completion of the Work. If the Contractor fails to immediately clean up as required, the City may do so and the cost of such clean up shall be charged back to the Contractor. c. Contractor is responsible for its own bulk trash (e.g., boxes, crates, lumber, etc.) removal from the Project Site. Contractor is responsible for the cost of dumpsters generated by its own rubbish and surplus material. The placement of Contractor’s dumpster(s) shall be coordinated with, and subject to approval of, the Engineer prior to delivery. The disposal of construction debris within the Project Site will not be permitted. d. Contractor shall store volatile or hazardous waste materials in properly labeled, covered containers and remove from the Project Site daily. Contractor shall also prevent accumulation of wastes that create hazardous conditions and provide adequate ventilation during use of volatile or noxious substances. e. Contractor shall provide cleaning materials only as recommended by manufacturer of the surface to be cleaned and shall use cleaning materials only on surfaces as recommended by cleaning material manufacturer and in accordance with instructions. f. Contractor shall conduct cleaning and disposal operations in accordance with all applicable legal requirements and shall not burn or bury rubbish and waste materials on the Project Site. Contractor shall not dispose of any wastes including mineral spirits, oil, paint, drywall mud, paint thinners, or grout in storm or sanitary drains. g. Contractor shall be responsible for cleaning up during and after installation of its materials and shall leave areas broom clean or better. Contractor’s Work, lunch, and parking areas will be left neat and in an orderly manner on a daily basis. After every work shift, facilities must be cleaned in a manner acceptable to the Engineer. 186

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h. Contractor shall, within twenty-four (24) hours from the request of the Engineer, remove excess debris from the Work and/or Project site or Engineer shall undertake such removal work at the expense of the Contractor.

ARTICLE 16. EXCESSIVE NOISE
a. The Contractor shall use only such equipment on the work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by CAL-OSHA.
b. The Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in these Contract Documents, including hours of operation requirements. No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defective, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

ARTICLE 17. PROTECTION OF WORK AND PROPERTY
a. The Contractor shall be responsible for all damages to persons or property that occurs as a result of The Work. Contractor shall be responsible for the proper care and protection of all materials delivered and Work performed until completion and final Acceptance by the City. All Work shall be solely at the Contractor’s risk.

Contractor shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Contractor shall comply with all applicable safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Project site where Work is being performed. Contractor shall erect and properly maintain at all times, as required by field conditions and progress of work, all necessary safeguards, signs, barriers, lights, and watchmen for protection of workers and the public, and shall post danger signs warning against hazards created in the course of construction.
b. In an emergency affecting safety of life or of work or of adjoining property, Contractor, without special instruction or authorization from the Engineer, is hereby permitted to act to prevent such threatened loss or injury; and Contractor shall so act, without appeal, if so authorized or instructed by the Engineer or the City. Any compensation claimed by Contractor on account of emergency work shall be determined by and agreed upon by the City and the Contractor. 187

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c. Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions.
d. Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by The Work operations. Contractor shall:
1) Enclose the working area with a substantial barricade, and arrange work to cause minimum amount of inconvenience and danger to the public. 2) Provide substantial barricades around any shrubs or trees indicated to be preserved.
3) Deliver materials to the Project site over a route designated by the Engineer. 4) Provide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the City shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.
5) Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the Engineer. Contractor shall not unreasonably encumber the Project site with its materials.
6) Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by an approved civil engineer or land surveyor, at no cost to the City. 7) Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the City. 8) Preserve and protect from injury all buildings, pole lines and all direction, warning and mileage signs that have been placed within the right-of-way. 9) At the completion of work each day, leave the Project site in a clean, safe condition.
10) Comply with any stage construction and traffic handling plans. Access to residences and businesses shall be maintained at all times. 188

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These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the Work involved in the preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made therefor. e. Should damage to persons or property occur as a result of The Work, Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired.

The City shall be entitled to inspect and copy any such documentation, video, or photographs.

ARTICLE 18. CONTRACTORS MEANS AND METHODS
Contractor is solely responsible for the means and methods utilized to Perform The Work.

In no case shall the Contractor’s means and methods deviate from commonly used industry standards.

ARTICLE 19. AUTHORIZED REPRESENTATIVES
The City shall designate representatives, who shall have the right to be present at the Project site at all times. The City may designate an inspector who shall have the right to observe all of the Contractor’s Work. The inspector is not authorized to make changes in the Contract Documents. The inspector shall not be responsible for the Contractor’s failure to carry out The Work in accordance with the Contract Documents. Contractor shall provide safe and proper facilities for such access.

ARTICLE 20. HOURS OF WORK
a. Eight (8) hours of work shall constitute a legal day’s work. The Contractor and each subcontractor shall forfeit, as penalty to the City, twenty-five dollars ($25) for each worker employed in the execution of Work by the Contractor or any subcontractor for each day during which such worker is required or permitted to work more than eight (8) hours in any one day and forty (40) hours in any week in violation of the provisions of the Labor Code, and in particular, Section 1810 to Section 1815, except as provided in Labor Code Section 1815. b. Work shall be accomplished on a regularly scheduled eight (8) hour per day work shift basis, Monday through Friday, between the hours of 7:00 a.m. and 5:00 p.m. c. It shall be unlawful for any person to operate, permit, use, or cause to operate any of the following at the Project site, other than between the hours of 7:00 a.m. to 5:00 p.m., Monday through Friday, with no Work allowed on City-observed holidays, unless otherwise Approved by the Engineer:
1) Powered Vehicles
2) Construction Equipment
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3) Loading and Unloading Vehicles
4) Domestic Power Tool.

ARTICLE 21. PREVAILING RATES OF WAGES
This contract will be funded in whole or in part with federal housing and community development funds. The Federal Labor Standards Provisions, including prevailing wage requirements of the Davis-Bacon and Related Acts will be enforced. A copy of the Federal Wage Decision applicable to this project is included in the Bid Document.

This is project is a public work in the State of California, funded in whole or in part with public funds. Therefore, the higher of the two applicable prevailing wage rates, federal or state, will be enforced. The Contractor’s duty to pay State prevailing wages can be found under Labor Code Section 1770 et seq. Labor Code Sections 1775 and 1777.7 outline the penalties for failure to pay prevailing wages and to employ apprentices, including forfeitures and debarment. The State Wage Decision is on file at the City Clerk’s office, and is also available online at http://www.dir.ca.gov/dlsr/.

Apprenticeship Program: Attention is directed to Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code and Title 8, California Administrative code, Section 200 et seq. to ensure compliance and complete understanding of the law regarding apprentices.

Minority and Women Owned Business: Bidders will be required to document their status as a Minority Business Enterprise (MBE), a Women-owned Business Enterprise (WBE) or a non-MBE/WBE firm. Bidders that are not MBE/WBE firms will be required to make a good faith effort, and to document their efforts to include firms as part of the contract bid.

Section 3 Statement: This is a HUD Section 3 construction contract. First preference will be given to a bidder who provides a reasonable bid and is a qualified Section 3 Business Concern. Second preference will be given to a bidder who provides a reasonable bid and commits to achieving the Section 3 employment, training and subcontracting opportunity goals by submitting a written commitment (Economic Opportunity Plan).

Conflict of Interest: In the procurement of supplies, equipment, construction, and services by sub- recipients, the conflict of interest provisions in (State LCA - 24 CFR

85.36 and Non-Profit Organizations – 24 CFR 84.4), OMB Circular A-110, and 24 CFR 570.611, respectively, shall apply. No employee, officer or agent of the sub-recipient 190

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shall participate in selection, or in the ward or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.

At the time of submitting a bid, the prime contractor and subcontractor shall possess a Class "B" contractor’s license or a Class “C” specialty license sufficient to perform the work. A Class “D-34” prefabricated equipment contractor’s license is also acceptable.

ARTICLE 22. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY Pursuant to Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap on this Project. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap.

ARTICLE 23. LABOR/EMPLOYMENT SAFETY
The Contractor shall maintain emergency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4.

ARTICLE 24. WORKERS’ COMPENSATION INSURANCE
The Contractor shall Provide, during the life of this Contract, workers’ compensation insurance for all of the employees engaged in Work under this Contract, on or at the Project site, and, in case any of sublet Work, the Contractor shall require the subcontractor similarly to provide workers’ compensation insurance for all the latter’s employees as prescribed by State law. Any class of employee or employees not covered by a subcontractor’s insurance shall be covered by the Contractor’s insurance. In case any class of employees engaged in work under this Contract, on or at the Project site, is not protected under the Workers’ Compensation Statutes, the Contractor shall provide or shall cause a subcontractor to provide, adequate insurance coverage for the protection of such employees not otherwise protected. The Contractor is required to secure payment of compensation to his employees in accordance with the provisions of Section 3700 of the Labor Code. The Contractor shall file with the City certificates of his insurance protecting workers. Company or companies providing insurance coverage shall be acceptable to the City, if in the form and coverage as set forth in the Contract Documents.

ARTICLE 25. EMPLOYER’S LIABILITY INSURANCE
Contractor shall provide during the life of this Contract, Employer’s Liability Insurance, including Occupational Disease, in the amount of, at least, one million dollars ($1,000,000.00) per person per accident. Contractor shall provide City with a certificate of Employer’s Liability Insurance. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed 191

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Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of the City.

ARTICLE 26. COMMERCIAL GENERAL LIABILITY INSURANCE
a. Contractor shall procure and maintain during the life of this Contract and for such other period as may be required herein, at its sole expense, Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products/completed operations if applicable, personal and advertising injury – which may arise from or out of Contractor’s operations, use, and management of the Project site, or the performance of its obligations hereunder. Policy limits shall not be less than $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the City, and shall not preclude the City from taking such other actions available to the City under other provisions of the Contract Documents or law. c. Contractor shall make certain that any and all subcontractors hired by Contractor are insured in accordance with this Contract. If any subcontractor’s coverage does not comply with the foregoing provisions, Contractor shall indemnify and hold the City harmless from any damage, loss, cost, or expense, including attorneys’ fees, incurred by the City as a result thereof.
d. All general liability policies provided pursuant to the provisions of this Article shall comply with the provisions of the Contract Documents.
e. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non-owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under-ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Contractor of that part of the indemnification contained in these General Conditions, relating to liability for injury to or death of persons and damage to property. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, the City may require additional coverage to be purchased by Contractor to restore the required limits. Contractor 192

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may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described in the Contract Documents.

ARTICLE 27. AUTOMOBILE LIABILITY INSURANCE
Contractor shall take out and maintain at all times during the term of this Contract Automobile Liability Insurance in the amount of, at least, one million dollars ($1,000,000).

Such insurance shall provide coverage for bodily injury and property damage including coverage for non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. Such insurance shall comply with the provisions of Article 30 below.

ARTICLE 28. FORM AND PROOF OF CARRIAGE OF INSURANCE
a. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the City Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VIII. Insurance deductibles or self-insured retentions must be declared by the Contractor, and such deductibles and retentions shall have the prior written consent from the City. At the election of the City the Contractor shall either 1) reduce or eliminate such deductibles or selfinsured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. b. Contractor shall cause its insurance carrier(s) to furnish the City with either 1) a properly executed original Certificates(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, or 2) if requested to do so in writing by the City Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. The City, its Director’s and officers, employees, agents or representatives are named as Additional Insureds and Provide a Waiver of Subrogation in favor of those parties. Further, said Certificates(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that shall provide no less than thirty (30) days written notice be given to the City prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, the City may terminate or Stop Work pursuant to the Contract Documents, unless the City receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. Contractor shall not take possession, or use the Project site, or commence operations under this Agreement until the City has been furnished original Certificate(s) of Insurance and certified original copies of Endorsements or policies of insurance including all 193

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Endorsements and any and all other attachments as required in this Section. The original Endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. c. It is understood and agreed to by the parties hereto and the insurance company(s), that the Certificate(s) of Insurance and policies shall so covenant and shall be construed as primary, and the City’s insurance and/or deductibles and/or selfinsured retentions or self-insured programs shall not be construed as contributory. d. The City reserves the right to adjust the monetary limits of insurance coverage’s during the term of this Contract including any extension thereof-if in the City’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate.
e. Contractor shall pass down the insurance obligations contained herein to all tiers of sub-contractors working under this Contract.

ARTICLE 29. TIME FOR COMPLETION AND LIQUIDATED DAMAGES
a. Time for Completion/Liquidated Damages. Work shall be commenced within ten (10) days of the date stated in the City’s Notice to Proceed and shall be completed by Contractor in the time specified in the Contract Documents. The City is under no obligation to consider early completion of the Project; and the Contract completion date shall not be amended by the City’s receipt or acceptance of the Contractor’s proposed earlier completion date. Furthermore, Contractor shall not, under any circumstances, receive additional compensation from the City (including but not limited to indirect, general, administrative or other forms of overhead costs) for the period between the time of earlier completion proposed by the Contractor and the Contract completion date. If The Work is not completed as stated in the Contract Documents, it is understood that the City will suffer damage. In accordance with Government Code section 53069.85, being impractical and infeasible to determine the amount of actual damage, it is agreed that Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract for each day of delay until The Work is fully completed. Contractor and its surety shall be liable for any liquidated damages.

Any money due or to become due the Contractor may be retained to cover liquidated damages.
b. Inclement Weather. Contractor shall abide the Engineer’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the critical path of the Contractor Schedule.
c. Extension of Time. Contractor shall not be charged liquidated damages because of any delays in completion of The Work due to unforeseeable causes beyond the 194

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control and without the fault or negligence of Contractor (or its subcontractors or suppliers). Contractor shall within five (5) Days of identifying any such delay notify the City in writing of causes of delay. The City shall ascertain the facts and extent of delay and grant extension of time for completing The Work when, in its judgment, the facts justify such an extension. Time extensions to the Project shall be requested by the Contractor as they occur and without delay. No delay claims shall be permitted unless the event or occurrence delays the completion of the Project beyond the Contract completion date.
d. No Damages for Reasonable Delay. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the City be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable City delay, including delays caused by items that are the responsibility of the City pursuant to Government Code section 4215, shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages.

ARTICLE 30. COST BREAKDOWN AND PERIODIC ESTIMATES
Contractor shall furnish on forms Approved by the City:
a. Within ten (10) Days of award of the Contract a detailed estimate giving a complete breakdown of the Contract price;
b. A itemized estimate of Work done for the purpose of making progress payments.

In order for the City to consider and evaluate each progress payment application, the Contractor shall submit a detailed measurement of Work performed and a progress estimate of the value.
c. Contractor shall submit, with each of its payment requests, an adjusted list of actual quantities, verified by the Project Manager, for unit price items listed, if any, in the Bid Form.
d. Following the City’s Acceptance of the Work, the Contractor shall submit to the City a written statement of the final quantities of unit price items for inclusion in the final payment request.
e. The City shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment.

Contractor shall certify under penalty of perjury, that all cost breakdowns and periodic estimates accurately reflect the Work on the Project.
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ARTICLE 31. CITY’S RIGHT TO TERMINATE CONTRACT
a. Termination for Cause: The City may, without prejudice to any other right or remedy, serve written notice upon Contractor of its intention to terminate this Contract if the Contractor: (i) refuses or fails to prosecute The Work or any part thereof with such diligence as will ensure its completion within the time required; (ii) fails to complete The Work within the required time; (iii) should file a bankruptcy petition or be adjudged a bankrupt; (iv) should make a general assignment for the benefit of its creditors; (v) should have a receiver appointed; (vi) should persistently or repeatedly refuse or fail to supply enough properly skilled workers or proper materials to complete the work; (vii) should fail to make prompt payment to subcontractors or for material or labor; (viii) persistently disregard laws, ordinances, other requirements or instructions of the City; or (ix) should violate any of the provisions of the Contract Documents.

The notice of intent to terminate shall contain the reasons for such intention to terminate.

Unless within ten (10) Days after the service of such notice, such condition shall cease or satisfactory arrangements (acceptable to the City) for the required correction are made, this Contract shall be terminated. In such case, Contractor shall not be entitled to receive any further payment until the Project has been finished. The City may take over and complete The Work by any method it may deem appropriate. Contractor and its surety shall be liable to the City for any excess costs or other damages incurred by the City to complete the Project. If the City takes over The Work, the City may, without liability for so doing, take possession of and utilize in completing The Work such materials, appliances, plant, and other property belonging to the Contractor as may be on the Project site.
b. Termination For Convenience: The City may terminate performance of The Work in whole or, in part, if the City determines that a termination is in the City's interest.

The Contractor shall terminate all or any part of The Work upon delivery to the Contractor of a Notice of Termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination.

After receipt of Notice of Termination, and except as directed by the City, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations:
1) Stop Work as specified in the Notice.
2) Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents.
3) Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Documents is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety.
4) Terminate all subcontracts to the extent that they relate to the portions of The Work terminated.
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5) Place no further subcontracts or orders, except as necessary to complete the remaining portion of The Work.
6) Submit to the City, within ten (10) Days from the effective date of the Notice of Termination, all of the documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the Effective Date of the Notice of Termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the City's exercise of its right to terminate this Contract pursuant to this clause, which costs the Contractor is authorized under the Contract Documents to incur, shall: (i) be submitted to and received by the City no later than thirty (30) Days after the Effective Date of the Notice of Termination; (ii) describe the costs incurred with particularity; and (iii) be conspicuously identified as "Termination Costs Occasioned by the City's Termination for Convenience."
7) These provisions are in addition to and not in limitation of any other rights or remedies available to the City.
c. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, the City may immediately order Contractor to cease Work on the Project until such safety or liability issues are addressed to the satisfaction of the City or the Contract is terminated.

ARTICLE 32. WARRANTY AND GUARANTEE
a. Contractor warrants that all materials and equipment furnished under this Contract shall be new unless otherwise specified in the Contract Documents; and that all Work conforms to the Contract Document requirements and is free of any defect whether performed by the Contractor or any subcontractor or supplier. b. Unless otherwise stated, all warranty periods shall begin upon the filing of the Notice of Completion. Unless otherwise stated, the warranty period shall be for one year. c. The Contractor shall remedy at its expense any damage to City-owned or controlled real or personal property.
d. Contractor shall furnish the City with all warranty and guarantee documents prior to final Acceptance of the Project by the City.
e. The City shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. The Contractor shall within ten (10) Days after being notified commence and perform with due diligence all necessary Work. If the Contractor fails to promptly remedy any defect, or damage; the county shall have the right to replace, repair, or otherwise remedy the defect, or damage at the Contractor’s expense.
f. In the event of any emergency constituting an immediate hazard to health, safety, property, or licensees, when caused by Work of the Contractor not in accordance with the 197

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Contract requirements, the City may undertake at Contractor’s expense, and without prior notice, all Work necessary to correct such condition.
g. With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Work performed and Materials furnished under this Contract, the Contractor shall:
1) Obtain for City all warranties that would be given in normal commercial practice;
2) Require all warranties to be executed, in writing, for the benefit of the City; and
3) Enforce all warranties for the benefit of the City, unless otherwise directed in writing by the City.

This Article shall not limit the City’s rights under this Contract or with respect to latent defects, gross mistakes, or fraud. The City specifically reserves all rights related to defective work, including but not limited to the defect claims pursuant to California Code of Civil Procedure Section 337.15.

ARTICLE 33. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to City shall be addressed to the City as designated in the Notice Inviting Bids unless City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) Days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

ARTICLE 34. INTEGRATION
a. Oral Modifications Ineffective. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligations contained in the Contract Documents.
b. Contract Documents Represent Entire Contract. The Contract Documents represent the entire agreement of the City and Contractor. 198
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City of Fontana
Multi-Family Housing Rehabilitation Program - 8344 Bennett Avenue (SB-27-HD-23), bidding on 09/20/2022 2:00 PM (PDT)