Agenda packet — Fontana City Council, December 13, 2022 (part 2 of 5)

3. CONTRACTORS PROVIDING TENANT IMPROVEMENT SERVICES.
(e) The contractor employed by Tenant and any subcontractors shall be (i) duly licensed in the state in which the Premises are located, and (ii) subject to Landlord's prior written approval, which approval shall not be unreasonably withheld If more than one trade is employed on a single job, state law requires the services of a general contractor in addition to contractors for specialty work being performed;
(f) Each contractor shall provide proof of licensing as a general or specialty contractor in accordance with state law Additionally, each contractor shall furnish proof of licensing in the city or municipality in which the construction related activity is to take place; (g) Tenant shall use Landlord's subcontractor for mechanical, electrical, plumbing, roofing and roofing consultant Landlord retains the right to approve or disapprove outside contractors prior to commencement of any work;
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2 (h) Tenant and Tenant's contractors shall comply with all Applicable Laws pertaining to the performance of Tenant's Work and the completed improvements and all applicable safety regulations established by Landlord or the general contractor. (i) Prior to commencement of any Work in the Premises, Tenant and Tenant's contractors (and any subcontractors) shall obtain and provide Landlord with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies satisfactory to Landlord Each general contractor (and any subcontractor) employed on the Premises shall provide Landlord with a current certificate of insurance in effect for that contractor with a thirty (30) day notice of cancellation or revocation clause Insurance requirements are as follows:
(i) Comprehensive General Liability with a $2,000,000 Combined Single Limit covering the liability of Landlord and contractor for bodily injury and property damage arising as a result of the construction of the improvements and the services performed thereunder Landlord shall be named as an additional insured; (ii) Comprehensive Automobile Liability with a $2,000,000 Combined Single Limit covering Landlord and vehicles used by contractor (and any subcontractor) in connection with the construction of the improvements;
(iii) Workers' Compensation and Employer's Liability as required by law, for employees of the contractor (and any subcontractors) performing work on the Premises. (j) The following requirements shall be incorporated as "Special Conditions" into the contract between Tenant and its contractors and a copy of the contract shall be furnished to Landlord prior to the commencement of Tenant's Work. (i) Prior to start of Tenant's Work, Tenant's contractor shall provide Landlord with a construction schedule in "bar graph" form indicating the completion dates of all phases of Tenant's Work;
(ii) Tenant's contractor shall be responsible for the repair, replacement or clean-up of any damage done by it to other contractors' work which specifically includes access ways to the Premises which may be concurrently used by others; (iii) Tenant's contractor shall accept the Premises prior to starting any trenching operations Any rework of sub-base or compaction required after the contractor's initial acceptance of the Premises shall be done by Tenant's contractor, which shall include the removal from the Project of any excess dirt or debris;
(iv) Tenant's contractor shall contain its storage of materials and its operations "within the Premises and such other space as it may be assigned' by Landlord or Landlord's contractor Should Tenant's contractor be assigned space outside the Premises, it shall move to such other space as Landlord or Landlord's contractor shall direct from time to time to avoid interference or delays with other work;
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3 (v) Tenant's contractor shall clean up the construction area and surrounding exterior areas daily All trash, demolition materials and surplus construction materials shall be stored within the Premises and promptly removed from the Premises and disposed of in an approved sanitation site;
(vi) Tenant's contractor shall provide temporary utilities, portable toilet facilities, and potable drinking water as required for its work within the Premises and shall pay to Landlord's contractor the cost of any temporary utilities and facilities provided by contractor at Tenant's contractor's request;
(vii) Tenant's contractor shall notify Landlord or Landlord's project manager of any planned work to be done on weekends or other than normal job hours; (viii) Tenant's contractor or subcontractors shall not post signs on any part of the Premises;
(ix) Tenant shall and shall cause its contractors and subcontractors to:
pay prevailing wages in the construction of Tenant’s Work as those wages are determined pursuant to Labor Code Sections 1720 et seq.; employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.

4. COSTS Tenant shall promptly pay any and all costs and expenses in connection with or arising out of the performance of Tenant's Work (including the costs of permits therefore) and shall furnish to Landlord evidence of such payment upon request.

5. MECHANIC'S LIENS
(a) Tenant shall not suffer or permit to be enforced against the Premises or any part of the Project any mechanic's, materialman's, contractor's or subcontractor's lien arising out of any work of improvement, however, it may arise
(b) Tenant shall notify Landlord at least ten (10) days prior to the commencement of construction of any Tenant's work and Landlord shall have the right to post and record a notice of non-responsibility in conformity with applicable law Within ten (10) days following completion of Tenant's Work, Tenant shall file a Notice of Completion' and deliver to' Landlord an unconditional release and waiver of lien executed by each contractor, subcontractor and materialman involved in Tenant's Work.
(c) In the event any lien is filed against the Premises or any portion thereof or against Tenant's leasehold interest therein, Tenant shall obtain the release and/or discharge of said lien, within ten (10) days after the filing thereof In the event Tenant fails to do so, Landlord may obtain the release and/or discharge of said lien and Tenant shall Indemnify Landlord for the costs thereof, including reasonable attorneys’ fees, together with interest at the Applicable Interest Rate from the date of demand Nothing herein shall prohibit Tenant from contesting the validity of any such asserted claim, provided Tenant has furnished to Landlord a lien release bond freeing the Premises from the effect of the lien claim.
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4 6. INDEMNITY
(a) Tenant shall indemnify, defend (with counsel satisfactory to Landlord) and hold Landlord harmless from and against any and all suits, claims, actions, loss, cost or expense (including claims for workers' compensation, attorney's fees and costs) based on personal injury or property damage, or otherwise (including, without limitation, contract and breach of warranty claims) arising from the performance of Tenant's work Tenant shall repair or replace (or, at Landlord's election, reimburse Landlord for the cost of repairing or replacing) any portion of the Property or item of Landlord's equipment or any of Landlord's real or personal property damaged, lost or destroyed in the performance of Tenant's Work.
a. Tenant shall indemnify, hold harmless and defend (with counsel reasonably selected by the Landlord), to the extent permitted by applicable law, Landlord, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Tenant, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with Tenant’s Work. The provisions of this Section shall survive termination of the Lease.

7. PROPERTY STANDARDS All work shall conform to Landlord's established Property standards and specifications Tenant is required to make these standards part of the construction documents.

8. PROPERTY MODIFICATIONS Work will only be approved within the confines of a given space Tenant will not be allowed to modify Property exterior or-mechanical and electrical service as provided to the Property in common with other tenants.

9. ELECTRICAL WORK All electrical work shall be approved from the unit space electrical panel only Additional service requirements shall be secured only by direction of Landlord Tenant shall use Landlord's original electrical contractor.

10. SCHEDULE OF WORK Tenant may be required to provide a schedule of all work to be performed, subject to Landlord approval All costs to produce such schedule shall be borne solely by Tenant.

11. INSPECTION BY LANDLORD Landlord reserves the following rights (i) the right of inspection prior to, during and at completion of all construction and/or demolition, (ii) the right to post and record a notice of non-responsibility in conformity with California law, and (iii) the right to order a total stop to all improvements underway for non-compliance with any of the requirements hereof.

12. GENERAL PROVISIONS
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5 (a) If Landlord has agreed to provide an allowance toward the cost of tenant improvements, Landlord shall retain from such funds an amount determined by Landlord until Tenant has fully complied with the requirements hereof. (b) All materials, work, installations and decorations of any nature whatsoever brought on or installed in the Premises before the commencement of the Term or throughout the Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's behalf shall be responsible for any damage thereto or loss or destruction thereof due to any reason or cause whatsoever.
(c) Nothing contained herein shall make or constitute Tenant as the agent of Landlord.
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6 ATTACHMENT 1

ITEMS TO BE FURNISHED TO LANDLORD FOR EACH WORK OF IMPROVEMENT

1. Plans of Alterations for Landlord Approval

2. Contractor(s), Address, Telephone Number, Contact Person

3. Copy of Contractor's State and City Business License

4. Copy of Property Permit

5. Copy of Final Inspection and Signed Property Permit Cards

6. Copy of Certificate of Insurance naming City of Fontana as Additional Insured; (Insurance to include Comprehensive General Liability, Comprehensive Auto, Workers' Compensation and Employer's Liability)

7. Signed Unconditional Lien Waiver in Favor of City of Fontana

8. Schedule of Work.

9. Copy of Completion of Payment Bond

10. Architect's License and Expiration

11. Tenant and Contractor Agreement

12. Copy of Permit Plans

13. Copy of As-Built

14. Copy of Recorded Notice of Completion

15. Certificate of Occupancy

16. Evidence on Insurance for All Risk/Builder's Risk Insurance to the Amount of Improvements

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1 COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (the "Lease") is made and entered into by and between CITY OF FONTANA, a municipal corporation ("Landlord") and FONTANA FIRE PROTECTION DISTRICT, a subsidiary district of the City of Fontana ("Tenant"), under the following terms and conditions:

Introduction. Landlord owns the commercial property located at 5075 Coyote Canyon Road, Fontana, California, 92335, located in the City of Fontana California (APN 1107-262-58) (the “Property”). The Property is improved with Fire Station No. 79 and other improvements.

Tenant has occupied Property since at least July 1, 2015, without payment of rent.

Description of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a portion of the Property consisting of approximately 87,176 square feet, known as 5075 Coyote Canyon Road, referred to herein as the "Premises" and shown on Exhibit A.

Term, Occupancy, and Renewal.
a. Term. The term of this Lease shall commence on January 1, 2023 (the "Commencement Date") and shall continue until June 30, 2035. b. Occupancy. Tenant has been in occupancy of the Premises under a prior agreement, and subsequent month-to-month tenancy, which agreement and tenancy are hereby terminated by the execution of this Lease (except for such provisions which expressly survive). c. Option to Renew. Provided Tenant is not in default under any terms of this Lease, and in the sole and absolute discretion of Landlord, Tenant is hereby granted an option to renew this Lease, under the same terms and conditions as set forth in this Lease, for the further term of 10 years from and after the expiration of the original term of this Lease as set forth under Section 3(a) (the "Renewal Term") by giving Landlord written notice of election of exercise option to at least 120 days prior to the expiration of the then unexpired term; provided, if Tenant fails to timely notify Landlord of election to extend for any option period, all succeeding option periods, if any, shall automatically expire and lapse and the Lease shall terminate at the end of the term then in effect.

Rent. The annual rent as of the Commencement Date shall be $0.89 per square foot per month, or $77,586.64 per month, and $465,519.84 for each six-month period (“Six-Month Period Payment”), subject to increase as provided in Section 4(d) below (“Base Rent”). Tenant shall, commencing on the Commencement Date and continuing thereafter on the first day of each sixmonth period, with the first payment due on January 2, 2023, pay Landlord such Six-Month Period Payment, without setoff, deduction or demand.
a. Back Rent. Tenant shall pay the back rent due for occupancy of the Property since July 1, 2015, in the total amount of $6,396,974.88 (“Back Rent”) to the Landlord. The terms of payment for Back Rent shall be subject to a separate agreement between the Parties, which shall be executed concurrently with this Lease.
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2 b. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of rent will cause Landlord to incur costs not contemplated by this Lease. If any installment of rent due from Tenant is not received by Landlord within ten (10) days after it becomes due, Tenant shall pay to Landlord an additional sum of 5% of the overdue rent as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord.
c. Interest on Unpaid Rent. Aside from Back Rent, Rent or other charges under this Lease not paid within five (5) days of the date due shall, in addition to any late charges under Section 4(b) above, bear interest at the lesser of the maximum legal rate or 10% per annum from the date due until paid.
d. Annual Adjustment. Base Rent shall increase by 2% on July 1, 2023, and then annually at the end of each 12-month period by 2.0% (rounded to nearest full cent).

Place of Payment of Rent. Rent and all other sums which shall become due under this Lease, including but not limited to late charges and additional rent, shall be payable by hand delivery or mail at City of Fontana, 8353 Sierra Ave, Fontana, California 92335, or at such other place as Landlord may designate from time to time in writing. Mailed payments must be received (not postmarked) by Landlord by the date due.

Condition of, and Improvements to, Premises.
a. Improvements. Under this Lease, Landlord shall have no obligation or responsibility, actual or implied, to install, construct, accommodate, or make any improvements to the Premises prior to, or as a condition of, Tenant's occupation of the Premises. b. As-Is Condition. Tenant warrants and agrees that Tenant has inspected the Premises. Tenant agrees to take possession of the Premises in an AS-IS condition (which exists on the date this Lease is signed) and Tenant further agrees that, if Tenant wishes to construct any improvement in the Premises, Tenant shall comply with all requirements in Exhibit B as well as Section 13 (Alterations and Liens) of this Lease. Landlord makes no representations regarding the condition, status, compliance with laws or suitability for a particular purpose for Tenant's use. c. Condition Upon Surrender. Upon termination of this Lease, Tenant shall surrender the Premises to Landlord in as good condition as when originally received, ordinary wear and tear and damage by fire, earthquake, flood or act of God excepted, and including any repairs or improvements made by Tenant. If Tenant fails to maintain the Premises in good order and repair, after thirty (30) days' prior written notice, Landlord may, at its option, make such repairs, and Tenant shall pay the reasonable cost thereof as additional rent hereunder within ten (10) days after receipt of a written statement therefor. In the event the giving of thirty (30) days' prior notice may result in additional damage to the Premises, Landlord may make such repairs, at Tenant's expense, without thirty days' prior written notice.
d. Inspection by Certified Access Specialist. Landlord discloses that the Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: "A Certified Access Specialist (CASp) can 338
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3 inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.

The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) the inspection will be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord and in coordination with the Building’s property manager; (iv) any repairs or modifications necessary to correct any violation of construction-related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initials: ______________ Tenant hereby waives its right to have a CASp inspection of the Premises Initials: ____________ Use. The Premises shall be used only for the operation of Fire Station No. 71 and for no other purpose (“Permitted Use”). Tenant shall not use any portion of the Premises for purposes other than those specified without first obtaining the written consent of Landlord.

Uses Prohibited. In addition to uses prohibited pursuant to Paragraph 7, Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which is not within the permitted use of the Premises which will in any way increase the existing rate of or affect any fire or other insurance upon the Property or any of its contents, or cause a cancellation of any insurance policy covering the Property or any part thereof or any of its contents. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Property or injure or annoy them or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or allow to be committed any waste in or upon the Premises. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to sell or solicit in any manner or store any property, temporarily or permanently, in the Common Areas.

Any such storage shall be permitted only by the prior written consent of Landlord or Landlord's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Landlord shall have the right, without notice, in addition to any other rights and remedies that it may have, to remove the property and charge the cost to Tenant, which cost shall be payable as additional rent immediately upon demand by Landlord.

Compliance with Laws/Hazardous Materials.
a. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to comply with all applicable laws, ordinances, rules and regulations of governmental authorities applicable to the Premises or the use or occupancy thereof, including, without limitation, the law 339
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4 commonly known as the Americans With Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299 (collectively, "Laws"). b. Tenant shall not cause or permit any Hazardous Materials, as defined below, to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the Property by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its agents, employees or contractors), except to the extent such Hazardous Materials are cleaning or office supplies customarily kept or used in operation of a fire station, provided, however all such Hazardous Materials shall be and shall be kept and used in accordance with all applicable laws. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of any Hazardous Material on the Premises or the Property caused or suffered or permitted by Tenant or any of Tenant's agents or by anyone in the Premises (other than Landlord or its agents, employees or contractors) results in contamination of the Premises or the Property, or if contamination of the Premises or the Property by any Hazardous Material otherwise occurs for which Tenant is legally liable, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, damages, costs, liabilities and expenses (including, without limitation, diminution in value or use of the Property, attorneys' fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification shall include, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work on or under the Premises. "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or federal governmental authority or by common law decisions, including without limitation (i) all chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos and (iv) polychlorinated biphenyls.

Waste; Nuisance; Quiet Enjoyment. Tenant shall not suffer or commit any waste or nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the quiet enjoyment of any other tenant or occupant of the building or injure or annoy them. Tenant shall not use or allow the Premises to be used for any improper, immoral, or objectionable purposes, to be determined Landlord's sole and absolute judgment.

Repair and Maintenance.
a. Landlord’s Repair and Maintenance. Landlord shall repair and maintain the roof, structural foundations, exterior walls of the building, and Common Areas in which the Premises are located unless the need for such repair shall be caused by the neglect, misuse, or misconduct of Tenant, its agents, employees or invitees, in which case Landlord shall promptly cause the repairs to be made at Tenant's sole expense. Within ten (10) days after receipt of a written notice that Landlord has made repairs that were caused by the neglect, misuse, or misconduct of Tenant, its agents, employees or invitees, Tenant shall promptly reimburse Landlord within thirty (30) days of invoice for the cost of all such repairs and maintenance. Landlord shall not be required to make any repairs to the roof, structural foundation, or exterior walls unless and until Tenant has notified Landlord in writing of the need for such repairs and Landlord shall have had a reasonable period thereafter to commence and
b. Tenant’s Repair and Maintenance. Tenant shall, at Tenant's sole cost and expense, maintain the Premises except as noted under Section 11(a), above, in good condition and repair.

Said maintenance shall include but not be limited to, the interior of the Premises, exterior doors and windows, all fixtures and equipment, including without limitation, heating and ventilation 340
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5 systems, plate glass, electrical wiring, plumbing fixtures, plumbing drains (from the interior of the Premises to the point of connection of Tenant's drainage system with the sanitary sewer system owned, managed, and/or maintained by the local municipality). Tenant hereby waives California Civil Code Sections 1932(1), 1941 and 1942 and any other applicable existing or future law, ordinance or governmental regulation permitting Tenant to make repairs at Landlord's expense. c. Trade Fixtures And Equipment. Tenant at its own expense shall provide and maintain all trade fixtures and equipment reasonably required to enable it to conduct its business in the Premises in a business-like manner. Tenant shall keep all trade fixtures and equipment clean and in good repair. Kitchens or other food preparation facilities shall be steam cleaned annually.

Landlord may inspect the Premises annually to ensure good maintenance practices and review the current condition of the Premises pursuant to Section 15. Such fixtures and equipment shall remain the property of Tenant, and Tenant may remove or if required to do so by Landlord, shall remove the same or any part thereof upon the termination of this Lease. Prior to lease expiration or earlier termination, Tenant shall repair at its own expense any damage to the Premises caused by its removal of said fixtures or equipment. All trade fixtures and equipment installed by Tenant pursuant thereto shall not be subject to, and shall be free of any lien for payment of rent by Tenant or for the performance of any other obligation of Tenant. Tenant shall keep Tenant's fixtures and equipment insured for full replacement value.
d. Utilities. To the extent separately assessed, billed or charged, Tenant shall pay, during the term hereof, all electric, water, gas, telephone, and other public utility charges in connection with its occupancy and use of the Premises, including all costs of operating and maintaining all equipment therein, and all business taxes and all taxes upon the property and fixtures of the Tenant. To the extent not separately assessed, billed or charged, such charges shall be subject to this Section 12 (Additional Rent). Landlord shall not be responsible for any interruptions or disturbance of service regardless of whether Tenant is paying directly for such services or if such services are being contracted for by Landlord, nor shall there be any abatement of rent resulting from any cessation or interruption of utility service or other service contemplated by this section. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to the interruption of failure of any services to be provided under this Lease.
e. Revenue & Taxation Code Section 107.6 Possessory Interest Tax. Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxes and that, if a possessory interest is created, Tenant shall, in accordance with this Section 12(e) hereof, be responsible for payment of property taxes levied against such possessory interest.

Alterations and Liens. Tenant shall not make or cause to be made any alterations, additions, or improvements to or of the Premises or any part thereof without the prior written consent of Landlord. If any alterations require additional changes to comply with Laws which are triggered by Tenant's alterations, all such resulting requirements to comply with Laws shall be at Tenant's expense and any Landlord consent to such alterations shall be conditioned on Tenant's payment for same. Any alterations, additions, or improvements affixed to the Premises, except furnishings, equipment, and trade fixtures, shall, at Landlord's option, become part of the real property and belong to Landlord on expiration or termination of the term and any extension thereof. If Landlord consents to the making of any alteration, additions, or improvements to the Premises, they shall be made at Tenant's sole cost and expense. Tenant shall comply with the provisions of Exhibit B 341
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6 with regard to all Alterations and Improvements. Tenant shall keep the Premises free and clear of any liens or encumbrances which may arise from such work. At Landlord's option, Tenant shall, at its sole cost and expense, remove all such additions, alterations, and improvements from the Premises at the end of the term hereof and repair any damage to the Premises occasioned by such removal. If Tenant shall fail to complete such removal and repair such damage within ten (10) days after such termination, Landlord may do so and Tenant shall pay the reasonable cost thereof as additional rent within ten (10) days after Landlord shall render to Tenant a written statement therefor. In the event Tenant makes any alterations to the Premises that trigger or give rise to a requirement that the Premises come into compliance with any governmental laws, ordinances, statutes, order and or regulations (such as ADA requirements), Tenant shall be fully responsible for complying, at its sole cost and expense with same. Tenant shall file a Notice of Completion after completion of any alteration or improvement and provide Landlord with a copy thereof.

Tenant shall provide Landlord with a copy of a set of “as built” drawings of any such work.

Assignment and Subletting. Tenant shall not either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof, without first obtaining the written consent of Landlord which shall not be unreasonably withheld. If an assignment or subletting involves a use other than that permitted in Paragraph 7 above, Tenant must comply with said Paragraph 7.

Consent to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person.

Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. No sublease or assignment shall release Tenant from continuing liability hereunder. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant shall pay Landlord reasonable attorney fees and costs incurred in connection with the processing of documents necessary to giving of such consent. Any excess consideration above the rental rate provided in this Lease Tenant is entitled to as a result of any assignment or sublease shall be divided and paid 50% to Tenant and 50% to Landlord; provided, however, that if Tenant is in default under this Lease, Landlord shall be entitled to all such excess consideration
Entry by Landlord. Except for emergencies such as fire, water intrusion and the like which may be at any time, Landlord and its agents shall have the right to enter the Premises at reasonable times to inspect and examine the same and to make such repairs to the Premises as the Landlord shall deem advisable, and to show the Premises to prospective tenants, buyers or lenders.

Indemnification.
a. Waiver of Claims. To the extent permitted by law, Tenant waives all claims against Landlord for damage to person or property arising for any reason. Tenant assumes all such risks for Tenant and any employees, licensees, invitees, agents, or contractors. b. General Indemnity. Tenant shall indemnify, protect, defend (at Tenant's sole cost and with legal counsel acceptable to Landlord) and hold harmless, Landlord and Landlord’s affiliated entities, and each of their respective members, managers, partners, officers, employees, volunteers, council members, board members, lenders, agents, contractors, successors and assigns 342
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7 from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all court costs and attorney fees, arising at any time during or after the Term, as a result (directly or indirectly) of or in connection with (i) default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or (ii) Tenant’s use of the Premises, the conduct of Tenant’s business or any activity, work or things done, permitted or suffered by Tenant or Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (individually, a “Tenant Party” and collectively “Tenant Parties”) in or about the Premises, the Property, the Common Area or other portions of the Premises except as provided by law or for claims caused solely by Landlord’s gross negligence or willful misconduct. Tenant’s indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent such policies cover the results of negligent acts or omissions of Landlord, its employees, agents, volunteers, contractors, council members, board members and officers or the failure of Landlord to perform any of its obligations under this Lease. The obligations of Tenant under this Section 16(b) shall survive the termination or earlier expiration of this Lease. c. Exemption of Landlord from Liability. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to the Premises and its property including, but not limited to, Tenant's fixtures, equipment, furniture and alterations, or illness or injury to persons in, upon or about the Premises, arising from any cause, and Tenant hereby expressly releases Landlord and waives all claims in respect thereof against Landlord, except only such claims as are caused solely by Landlord's gross negligence or willful misconduct. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, or injury to or illness or death of Tenant or any Tenant Party or any other person in or about the Premises, whether such damage, illness or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, ventilation, plumbing, air conditioning or lighting fixtures, or from any other cause, and whether said damage, illness or injury results from conditions arising upon the Premises, upon other portions of the Property or from other sources or places, and regardless of whether the cause of such damage, illness or injury or the means of repairing the same is inaccessible to Tenant, except only damage, illness or injury caused solely by Landlord's gross negligence or willful misconduct.

Insurance. Tenant shall obtain and maintain at all times during the Term of this Lease insurance against claims for injuries to personal or damages to property which may arise from or in connection with the Lease by the Tenant, its agents, representatives, employees, invitees, or subcontractors. Tenant shall obtain and furnish proof of coverage as to each type of insurance required.
a. Property Insurance. During the Lease Term, Tenant shall, at Tenant's expense, maintain, or cause to be maintained, "All risk" property insurance including boiler and machinery comprehensive form, if applicable, covering damage to or loss of any of Tenant's personal property, fixtures, equipment and alterations, including electronic data processing equipment (collectively, "Tenant's Property") (and coverage for the full replacement cost thereof including business interruption of Tenant);
b. Liability Insurance. Commercial General Liability Insurance (Occurrence Form).

A policy of commercial general liability insurance (occurrence form) having a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars 343
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8 ($2,000,000) in aggregate, providing coverage for, among other things, blanket contractual liability, Premises, products/completed operations with an "Additional Insured-Managers or Lessors of Premises Endorsement" and containing the "Amendment of the Pollution Exclusion Endorsement" for damage caused by heat, smoke or fumes from a hostile fire, and personal and advertising injury coverage, with deletion of (a) the exclusion for operations within fifty (50) feet of a railroad track (railroad protective liability), if applicable, and (b) the exclusion for explosion, collapse or underground hazard, if applicable. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, and shall include coverage for liability assumed under this Lease as an "Insured Contract" for the performance of Tenant's indemnity obligations under this Lease;
c. Automobile Liability Insurance. Business automobile liability insurance having a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and insuring Tenant against liability for claims arising out of ownership, maintenance, or use of any owned, hired or non-owned automobiles;
d. Worker's Compensation . Workers' compensation insurance having limits not less than those required by state statute and federal statute, if applicable, and covering all persons employed by Tenant in the conduct of its operations on the Premises including coverage for all states and, if applicable, voluntary compensation, together with employer's liability insurance coverage in the amount of at least One Million Dollars ($1,000,000); e. Other Insurance. Any other form or forms of insurance as Landlord or mortgagees of Landlord may reasonably require from time to time in form, in amounts and for insurance risks against which a prudent tenant would protect itself;
f. Business Interruption. Loss of income and extra expense insurance in amounts as will reimburse Tenant for direct or indirect loss of earnings attributable to all peril commonly insured against by prudent Tenants in the business of Tenant or to prevention of access to the Premises as a result of such perils;
g. Umbrella/Excess Liability Insurance. Umbrella or excess liability insurance may be used to satisfy the limits required in Section 17(a) and (b) above. The umbrella liability or excess liability policy shall be written on an "occurrence" form with a self-insured retention no greater than Ten Thousand Dollars ($10,000). Such policies shall name Landlord as an additional insured and shall be primary to any insurance maintained by Landlord. h. Waiver of Subrogation. The parties release each other, and their respective authorized representatives, from any claims (for damage to any person or to the Premises and/or the building in which the Premises are located, and to the fixtures, personal property, Tenant's improvements, and alterations of either Landlord or Tenant in or on the Premises and/or the building in which the Premises are located) that are caused by or result from risks which are insured against under any insurance policies carried by the parties and in force at the time of any such damage and to the full extent of any proceeds paid under said policies. i. Ratings, Certificates. All policies shall be taken out with insurers licensed to do business in California with a current Best Rating of (A, XIII) and in form satisfactory from time to time to Landlord. Certificates of insurance evidencing all such insurance and acceptable to the Landlord shall be filed with Landlord prior to occupancy of the Premises and at least ten (10) days 344
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9 prior to the expiration of the term of each policy thereafter. Such certificates of insurance must specifically show all the special policy conditions required in this Paragraph 9, including "additional insured," "waiver of subrogation," "notice of cancellation," and "primary insurance" wording applicable to each policy. Alternatively, a certified, true and complete copy of each properly endorsed policy may be submitted. All policies shall contain an undertaking by the insurers to notify Landlord and the mortgagees of Landlord in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation, or other termination thereof.

Tenant shall furnish Landlord with proof of renewal or binders for new insurance at least thirty (30) days before the expiration date of each policy. With respect to CGL Insurance, Tenant shall name Landlord, its employees, elected officials, board members, officers, agents and volunteers as additional insureds with respect to Tenant's negligence for any claims arising out of Tenant's operations in or upon the Premises. In addition, the CGL Insurance: (i) must be endorsed to be primary and non-contributory, rather than excess, with respect to each party's additional insured status; (ii) endorsed to provide cross-liability coverage if they do not contain a standard ISO separation of insureds provision; (iii) shall not contain any endorsement or provision that states the limits of the policy will not stack, pyramid or be addition to any other limits provided by that insurer, and (iv) have no cross suits exclusion, or any similar exclusion that excludes coverage for claims brought by an additional insured under the policy against another insured under the policy.

All insurance policies required by this Section 17 (i) must be issued by insurance companies having an "A" rating or better by Standard and Poor's, and if not rated by Standard & Poor's, then a rating of "A" by A.M. Best Company, and (ii) may be satisfied by a primary policy or combination of primary and umbrella policies. The insurance provisions set forth in this Section 17 set forth the minimum amounts and scopes of coverage to be maintained by Landlord and Tenant and are not to be construed in any way as a limitation on each party's liability under this Lease. Landlord, as a public entity, may satisfy any of its insurance requirements by use of self-insurance, deductible, captive insurance company or risk pool. The responsibility to fund any financial obligation for self-insurance, the election not to insure, and/or deductibles shall be assumed by, for the account of, and at the sole risk of each party. The application of coverage within this self-insurance, election not to insure, and/or deductible shall be deemed covered in accordance with the policy forms set forth in this Section 17.

Destruction of Premises.
a. Destruction Due to Risk Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or the Property and other improvements in which the Premises are located are totally or partially destroyed from a risk covered by insurance carried by either Tenant or Landlord for the Property, rendering the Premises totally or partially inaccessible or unusable, Landlord shall restore the Premises or the Property, and other improvements in which the Premises are located, to substantially the same condition as they were immediately before destruction if they can be repaired within 270 days from date of destruction. Such destruction shall not terminate this Lease. If the existing laws do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party. Provided, however, if the cost of the restoration exceeds the amount of proceeds received from the insurance, or the estimate of time to fully restore the Premises exceeds the lesser of 270 days or the remaining Term of the Lease, Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15) days after determining that the restoration cost will exceed the insurance proceeds. b. Destruction Due to Risk Not Covered by Insurance. If, during the term of this Lease and any renewal term, the Premises or the Property and other improvements in which the 345
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10 Premises are located are totally or partially destroyed by a risk not covered by the insurance, rendering the Premises totally or partially inaccessible or unusable, Landlord can elect to terminate this Lease by giving notice to Tenant within fifteen (15) days after determining the restoration cost and replacement value.
c. Abatement or Reduction of Rent. In case of destruction, there shall be an abatement or reduction of rent between the date of destruction and the date of substantial completion of restoration based on the extent to which the destruction interferes with Tenant's use of the Premises.
d. Waiver of Civil Code Sections. Tenant waives the provisions of California Civil Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction of the Premises.

Default and Landlord's Remedies.
a. Default. The occurrence of any of the following shall constitute a default by Tenant:
(1) Tenant shall fail to pay when due any rent or any other monetary sum payable under this Lease.
(2) Tenant shall fail to observe, keep or perform any of the other terms, covenants, agreements or conditions contained in this Lease if such default continues for a period of ten (10) days after written notice by Landlord specifying the nature of the default with reasonable particularity, unless the nature of the default is such that more than ten (10) days is required to cure it and Tenant commences to cure it within such ten (10) -day period and thereafter diligently pursues it to completion.
(3) Tenant shall become bankrupt or insolvent or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Tenant any proceedings of any kind under any provision of the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act and, in the event any such proceedings are involuntary, Tenant is not discharged from the same within thirty (30) days thereafter. (4) A receiver is appointed for a substantial part of the assets of Tenant, and such receivership is not released within thirty (30) days. (5) The abandonment of the Premises by Tenant, or the vacation (hereby defined to be thirty (30) or more consecutive days of continual absence from the Premises) of the Premises by Tenant.
(6) This Lease or any estate of Tenant hereunder shall be levied upon by any attachment or execution and such levy is not released within thirty (30) days.

Notices given under this Section shall specify the alleged default and the applicable Lease provisions, and shall demand that Tenant perform the provisions of this Lease or pay the rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises. 346
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11 b. Landlord's Remedies. If any default by Tenant shall occur, and following notice of default as required by this Lease (for the period applicable to the default under the applicable provision of this Lease), Landlord shall have the following remedies in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative.
(1) Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(b) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in Subparagraphs (a) and (b) above of this Section, the "worth at the time of award" is computed by allowing interest at the maximum rate an individual is permitted by law to charge. As used in subparagraph (c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).
(2) In the event of the vacation or abandonment of the Premises by Tenant, or in the event that Landlord shall elect to reenter as provided herein or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then Landlord shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time to time recover all rental as it becomes due or relet the Premises or any part thereof for the account of Tenant on such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. In the event that Landlord shall elect so to relet, then rentals received by Landlord from such reletting shall be applied first, to the payment of any indebtedness, other than rent due hereunder, owed by Tenant to Landlord; second, to the payment of any cost (including commissions) of such reletting; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable during 347
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12 that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord upon demand.

Tenant shall also pay to Landlord, as soon as ascertained, any and all costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rentals received from such reletting.
(3) No reentry or taking possession of the Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

Signs. All signs and graphics of every kind visible in or from public view or corridors, or the exterior of the Premises, whether inside or outside the Premises, shall be subject to Landlord’s prior written approval and shall be subject to compliance with any applicable Laws, including local sign ordinances and Historic Preservation laws. Landlord may provide, at its option, a building directory sign, for which Tenant shall pay its Proportionate Share.

Estoppel Certificate. Tenant shall execute and deliver to Landlord within ten (10) days of request a commercially reasonable estoppel statement. Landlord and Tenant intend that any estoppel statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the building or any interest therein and failure to execute and return such estoppel shall be a material breach of the Lease.

Eminent Domain. In case the whole of the Premises, or such part thereof that substantially interferes with the reasonable use of the Premises as a fire station, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, either party shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the amount of property or the type of estate taken shall not substantially interfere with the reasonable use of the Premises as a fire station, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. If there is no substantial interference or if there is substantial interference, but neither party elects to terminate, Landlord shall promptly proceed to restore the Premises to substantially the same condition as the Premises existed prior to such partial taking, to the extent possible by application of the condemnation proceeds only, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Section shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to Tenant. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the premises.

Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit. 348
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13 Notices. Any notice required or permitted to be given hereunder may be given by personal delivery or by United States certified mail, postage prepaid, addressed to Tenant at the Premises and to Landlord at 8353 Sierra Ave, Fontana, California 92335, or at such other address as the Landlord shall designate in writing.

Waiver; Accord and Satisfaction. No delay or omission in the exercise of any right or remedy of Landlord on any default by Tenant shall impair such right or be construed as a waiver.

The receipt and acceptance by Landlord of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. No payment by Tenant or receipt by Landlord of a lesser amount than the rent payment herein stipulated shall be deemed to be other than on account of the rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease.

Time is of the Essence. Time is of the essence of this Lease as to the performance of all terms, covenants, and conditions stated herein.

Successors and Assigns. Except as otherwise provided herein, all of the terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. In the event of any transfer, assignment or other conveyance or transfers of any such title or tenant, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease.

Titles and Definitions. The titles of paragraphs herein are for identification only. They shall not be considered to be a part of this Lease and shall have no effect upon the construction or interpretation thereof. The words "Landlord" and "Tenant" as used in this Lease shall include both singular, plural, masculine, feminine, and neuter as the context shall require.

Entire Agreement/Amendment. This Lease contains the entire agreement of the parties and supersedes all prior negotiations, drafts, and other understandings which the parties may have concerning the subject matter hereof. This Lease may not be modified except by written instrument duly executed by the parties hereto or their successors in interest.

Choice of Laws; Interpretation. This Lease shall be governed by and construed pursuant to the laws of the State of California. The provisions of this Lease shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party.

Authority/Consents & Approvals. Each of the persons executing this Lease on behalf of Tenant warrants and represents that Tenant is a duly organized and validly existing entity, that Tenant has full right and authority to enter into this Lease and that the persons signing on behalf of Tenant are authorized to do so and have the power to bind Tenant to this Lease. Tenant shall provide Landlord upon request with evidence reasonably satisfactory to Landlord confirming the foregoing representations. The approval of Landlord, wherever required in this Lease, shall mean the approval of the City Council.
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14 No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, operate as an assignment to it of any or all subleases or subtenancies.

Recordation. Tenant shall not record this Lease or a short form memorandum hereof without Landlord’s prior written approval.

No Third Party Benefit. This Lease is a contract between Landlord and Tenant and nothing herein is intended to create any third party benefit.

Severability. If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and year set forth below.

LANDLORD TENANT
CITY OF FONTANA, a municipal
corporation
By:

Name:

Its:

Dated: _________________________

FONTANA FIRE PROTECTION DISTRICT,
a subsidiary district of the City of Fontana
By:

Name:

Its:

Dated: _________________________
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
By: _______________________________
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1 EXHIBIT A

MAP OF PREMISES
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1 EXHIBIT B

REQUIREMENTS FOR ALTERATIONS AND IMPROVEMENTS BY TENANT If Landlord shall permit Tenant to construct any initial tenant improvements in the Premises or to have any work performed in the Premises at any time prior to or during the Lease term by a contractor retained by Tenant ("Tenants Work"), then Tenant shall comply with the requirements set forth herein, If Tenant's Work has been properly authorized, Tenant will receive written approval and consent for alterations to the Premises All alterations to the Premises, excepting movable furniture and trade fixtures, shall, at Landlord's option, become a part of the realty and belong to Landlord.

1. SUBMITTAL OF PLANS Prior to commencing any work in the Premises, Tenant shall submit to Landlord for approval its proposed plans for the work Without limiting the foregoing, Tenant shall provide:
(a) A separate scale drawing denoting all proposed construction and/or demolition if necessary;
(b) A separate drawing for each trade proposing structural, electrical, mechanical, civil or landscaping modifications;
(c) Specify all dimensions and complete references to all work be performed in the affected areas;
(d) If adding extra electrical or mechanical equipment, -provide complete operating and maintenance specifications for each item;

2. CHECKLIST With respect to each project, Tenant with a checklist listing the items required to be furnished to Landlord in connection with the proposed work Tenant shall furnish to Landlord prior to, during, or upon completion of Tenants Work, as applicable, each of the items specified in the checklist attached hereto as Attachment I.

3. CONTRACTORS PROVIDING TENANT IMPROVEMENT SERVICES.
(e) The contractor employed by Tenant and any subcontractors shall be (i) duly licensed in the state in which the Premises are located, and (ii) subject to Landlord's prior written approval, which approval shall not be unreasonably withheld If more than one trade is employed on a single job, state law requires the services of a general contractor in addition to contractors for specialty work being performed;
(f) Each contractor shall provide proof of licensing as a general or specialty contractor in accordance with state law Additionally, each contractor shall furnish proof of licensing in the city or municipality in which the construction related activity is to take place; (g) Tenant shall use Landlord's subcontractor for mechanical, electrical, plumbing, roofing and roofing consultant Landlord retains the right to approve or disapprove outside contractors prior to commencement of any work;
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2 (h) Tenant and Tenant's contractors shall comply with all Applicable Laws pertaining to the performance of Tenant's Work and the completed improvements and all applicable safety regulations established by Landlord or the general contractor. (i) Prior to commencement of any Work in the Premises, Tenant and Tenant's contractors (and any subcontractors) shall obtain and provide Landlord with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies satisfactory to Landlord Each general contractor (and any subcontractor) employed on the Premises shall provide Landlord with a current certificate of insurance in effect for that contractor with a thirty (30) day notice of cancellation or revocation clause Insurance requirements are as follows:
(i) Comprehensive General Liability with a $2,000,000 Combined Single Limit covering the liability of Landlord and contractor for bodily injury and property damage arising as a result of the construction of the improvements and the services performed thereunder Landlord shall be named as an additional insured; (ii) Comprehensive Automobile Liability with a $2,000,000 Combined Single Limit covering Landlord and vehicles used by contractor (and any subcontractor) in connection with the construction of the improvements;
(iii) Workers' Compensation and Employer's Liability as required by law, for employees of the contractor (and any subcontractors) performing work on the Premises. (j) The following requirements shall be incorporated as "Special Conditions" into the contract between Tenant and its contractors and a copy of the contract shall be furnished to Landlord prior to the commencement of Tenant's Work. (i) Prior to start of Tenant's Work, Tenant's contractor shall provide Landlord with a construction schedule in "bar graph" form indicating the completion dates of all phases of Tenant's Work;
(ii) Tenant's contractor shall be responsible for the repair, replacement or clean-up of any damage done by it to other contractors' work which specifically includes access ways to the Premises which may be concurrently used by others; (iii) Tenant's contractor shall accept the Premises prior to starting any trenching operations Any rework of sub-base or compaction required after the contractor's initial acceptance of the Premises shall be done by Tenant's contractor, which shall include the removal from the Project of any excess dirt or debris;
(iv) Tenant's contractor shall contain its storage of materials and its operations "within the Premises and such other space as it may be assigned' by Landlord or Landlord's contractor Should Tenant's contractor be assigned space outside the Premises, it shall move to such other space as Landlord or Landlord's contractor shall direct from time to time to avoid interference or delays with other work;
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3 (v) Tenant's contractor shall clean up the construction area and surrounding exterior areas daily All trash, demolition materials and surplus construction materials shall be stored within the Premises and promptly removed from the Premises and disposed of in an approved sanitation site;
(vi) Tenant's contractor shall provide temporary utilities, portable toilet facilities, and potable drinking water as required for its work within the Premises and shall pay to Landlord's contractor the cost of any temporary utilities and facilities provided by contractor at Tenant's contractor's request;
(vii) Tenant's contractor shall notify Landlord or Landlord's project manager of any planned work to be done on weekends or other than normal job hours; (viii) Tenant's contractor or subcontractors shall not post signs on any part of the Premises;
(ix) Tenant shall and shall cause its contractors and subcontractors to:
pay prevailing wages in the construction of Tenant’s Work as those wages are determined pursuant to Labor Code Sections 1720 et seq.; employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.

5. MECHANIC'S LIENS
(a) Tenant shall not suffer or permit to be enforced against the Premises or any part of the Project any mechanic's, materialman's, contractor's or subcontractor's lien arising out of any work of improvement, however, it may arise
(b) Tenant shall notify Landlord at least ten (10) days prior to the commencement of construction of any Tenant's work and Landlord shall have the right to post and record a notice of non-responsibility in conformity with applicable law Within ten (10) days following completion of Tenant's Work, Tenant shall file a Notice of Completion' and deliver to' Landlord an unconditional release and waiver of lien executed by each contractor, subcontractor and materialman involved in Tenant's Work.
(c) In the event any lien is filed against the Premises or any portion thereof or against Tenant's leasehold interest therein, Tenant shall obtain the release and/or discharge of said lien, within ten (10) days after the filing thereof In the event Tenant fails to do so, Landlord may obtain the release and/or discharge of said lien and Tenant shall Indemnify Landlord for the costs thereof, including reasonable attorneys’ fees, together with interest at the Applicable Interest Rate from the date of demand Nothing herein shall prohibit Tenant from contesting the validity of any such asserted claim, provided Tenant has furnished to Landlord a lien release bond freeing the Premises from the effect of the lien claim.
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4 6. INDEMNITY
(a) Tenant shall indemnify, defend (with counsel satisfactory to Landlord) and hold Landlord harmless from and against any and all suits, claims, actions, loss, cost or expense (including claims for workers' compensation, attorney's fees and costs) based on personal injury or property damage, or otherwise (including, without limitation, contract and breach of warranty claims) arising from the performance of Tenant's work Tenant shall repair or replace (or, at Landlord's election, reimburse Landlord for the cost of repairing or replacing) any portion of the Property or item of Landlord's equipment or any of Landlord's real or personal property damaged, lost or destroyed in the performance of Tenant's Work.
a. Tenant shall indemnify, hold harmless and defend (with counsel reasonably selected by the Landlord), to the extent permitted by applicable law, Landlord, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Tenant, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with Tenant’s Work. The provisions of this Section shall survive termination of the Lease.

7. PROPERTY STANDARDS All work shall conform to Landlord's established Property standards and specifications Tenant is required to make these standards part of the construction documents.

10. SCHEDULE OF WORK Tenant may be required to provide a schedule of all work to be performed, subject to Landlord approval All costs to produce such schedule shall be borne solely by Tenant.

12. GENERAL PROVISIONS
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16498.00372\40646600.3
5 (a) If Landlord has agreed to provide an allowance toward the cost of tenant improvements, Landlord shall retain from such funds an amount determined by Landlord until Tenant has fully complied with the requirements hereof. (b) All materials, work, installations and decorations of any nature whatsoever brought on or installed in the Premises before the commencement of the Term or throughout the Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's behalf shall be responsible for any damage thereto or loss or destruction thereof due to any reason or cause whatsoever.
(c) Nothing contained herein shall make or constitute Tenant as the agent of Landlord.
356
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6 ATTACHMENT 1

ITEMS TO BE FURNISHED TO LANDLORD FOR EACH WORK OF IMPROVEMENT

1. Plans of Alterations for Landlord Approval

2. Contractor(s), Address, Telephone Number, Contact Person

3. Copy of Contractor's State and City Business License

4. Copy of Property Permit

5. Copy of Final Inspection and Signed Property Permit Cards

7. Signed Unconditional Lien Waiver in Favor of City of Fontana

8. Schedule of Work.

9. Copy of Completion of Payment Bond

10. Architect's License and Expiration

11. Tenant and Contractor Agreement

12. Copy of Permit Plans

13. Copy of As-Built

14. Copy of Recorded Notice of Completion

15. Certificate of Occupancy

16. Evidence on Insurance for All Risk/Builder's Risk Insurance to the Amount of Improvements

357
16498.00372\40793126.1
1 Lease Repayment Agreement
City of Fontana

LEASE REPAYMENT AGREEMENT
This LEASE REPAYMENT AGREEMENT (the “Agreement”), dated as of November 1, 2022, is made and entered into by and between the CITY OF FONTANA, CALIFORNIA, a municipal corporation (the “Payee”), and the FONTANA FIRE PROTECTION DISTRICT, a subsidiary district of the City of Fontana (the “Payor”).

WHEREAS, Payor has leased six separate parcels of real properties from Payee known as Fire Station No. 71 (APN 192-042-26), Fire Station No. 73 (APN 0230-041-01), Fire Station No. 74 (APN 0237-201-27), Fire Station No. 77 (APN 0256-011-22), Fire Station No. 78 (APN 0228- 233-01), and Fire Station No. 79 (APN 1107-262-58) (collectively referred to herein as the “Property”); and
WHEREAS, Payor owes Payee rental payments for the lease of the Property for the period covering July 1, 2015 to June 30, 2022 in the total amount of $30,663,178.54 (the “Owed Amount”); and
WHEREAS, Payor and Payee now desire to enter into this Agreement in order to arrange for the payment of the Owed Amount pursuant to the terms herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Owed Amount. The Owed Amount by Payor to Payee for the lease of the Property is as follows:
* 2022-2023 partial year July 1, 2022 – December 31, 2022 Period of July 1-
June 30
Amount Owed for
all Property
2015-2016 $4,055,976.00
2016-2017 $4,164,135.36
2017-2018 $4,272,294.72
2018-2019 $4,380,454.08
2019-2020 $4,488,613.44
2020-2021 $4,596,772.80
2021-2022 $4,704,932.16
*2022-2023 $2,406,545.76
TOTAL $33,069,724.32
358
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2 Lease Repayment Agreement
City of Fontana

2. Repayment of Owed Amount. The Owed Amount shall be repaid as follows:
a. At the time of execution of this Agreement, Payor shall pay to Payee a lump sum payment in the amount of $5,000,000.00.
b. Thereafter, on July 1 in each year, commencing on July 1, 2023 and ending when the Owed Amount is fully repaid, Payor shall pay to Payee an annual payment in an amount which equals the Payor’s General Fund ending balance as of June 30 in each year (i.e., the previous fiscal year ending General Fund balance based on unaudited estimates after all expenses are paid), less twenty-five percent (25%) of Payor’s total General Fund budgeted expenses for the current fiscal year; provided, however, the final payment amount may be less based on the final amount owed. Notwithstanding the foregoing, the annual payment amount shall not be in an amount which leaves Payor with an amount less than twenty-five percent (25%) of the current fiscal year’s budgeted expenses in its General Fund.

3. Event of Default. Should Payor fail to pay when due any amount payable hereunder, the unpaid amount shall be subject to the maximum amount of interest allowable by law for each month it remains unpaid.

4. Entire Agreement; Amendments. This Agreement contains the entire agreement of the parties and supersedes all prior negotiations, drafts, and other understandings which the parties may have concerning the subject matter hereof. This Agreement may not be modified except by written instrument duly executed by the parties hereto or their successors in interest.

5. Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit.

6. Time is of the Essence. Time is of the essence of this Agreement as to the performance of all terms, covenants, and conditions stated herein.

7. Successors and Assigns. Except as otherwise provided herein, all of the terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8. No Third-Party Beneficiaries. This Agreement confers no rights on any party except the signatories to this Agreement.

9. Severability. If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

10. Choice of Laws; Interpretation. This Agreement shall be governed by and construed pursuant to the laws of the State of California. The provisions of this Agreement shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party.
359
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3 Lease Repayment Agreement
City of Fontana

11. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall constitute an original of the Agreement. 360
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4 Lease Repayment Agreement
City of Fontana
IN WITNESS WHEREOF, Payor and Payee have executed this Agreement as of the day and year set forth above.

PAYEE PAYOR
CITY OF FONTANA, a municipal
corporation
By:

Name:

Title:

FONTANA FIRE PROTECTION
DISTRICT, a subsidiary district of the City of
Fontana
By:

Name:

Title:

APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
By: _______________________________
361
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1865 Agenda Date: 12/13/2022
Agenda #: R. Category: Consent Calendar
FROM:

Public Works
SUBJECT:

Final Acceptance of ABS Energy Project Phase II Services Contract (MS-39-PW-21).

RECOMMENDATION:

1. Accept as complete the work performed by Alliance Building Solutions, Inc. for ABS Energy Project Phase II Services Contract, and approve the final construction cost of $1,515,852.

2. Authorize the Public Works Director to file a Notice of Completion and release the 5% retention.

COUNCIL GOALS:
· Enhance the local environment for future generations and create a healthy economic and environmental future by committing to purchasing specific products and goods that are climate friendly.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.

DISCUSSION:

On October 13, 2020, the City Council awarded an Energy Services Contract to Alliance Building Solutions, Inc. in the amount of $1,515,852 to include Energy Project Phase II Smart Controls for city facilities and Park LED Lighting at McDermott Soccer Field, Almeria Park, Catawba Park, and Fiesta Park.

The Smart Controls project was completed on 9/20/2022 with a final phase construction cost of $1,226,479. The Park LED Lighting was completed 1/31/22 with the final phase construction cost of $289,103. No contract change orders were needed to complete both phases of the project. All the work has been completed to the satisfaction of the City.

This project allowed for the installation of a centralized computer-controlled management system (EMS). With the software package, the City can communicate with all the connected energy management equipment throughout the City. Smart control thermostats were installed in all City facilities and can be controlled from a centralized location as well as provide real time diagnostics of the City’s HVAC systems.

FISCAL IMPACT:

Funding for this project was budgeted in the Future Capital Projects Fund 603, in the ABS Energy Project Phase II Services Contract Project 38304344. Remaining funds in this project will be returned City of Fontana Page 1 of 2 Printed on 12/7/2022
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File #: 21-1865 Agenda Date: 12/13/2022
Agenda #: R. Category: Consent Calendar
to fund balance.

MOTION:

Approve Staff Recommendation
City of Fontana Page 2 of 2 Printed on 12/7/2022
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16498.00150\31454239.6

ENERGY SERVICES AGREEMENT
Between

CITY OF FONTANA
(as “Owner”)
and
ALLIANCE BUILDING SOLUTIONS, INC.
(as “Contractor”)
MS-39-PW-21
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 370
2 16498.00150\31454239.6

TABLE OF CONTENTS
COVER PAGE ...................................................................................................................................................................6

1. GENERAL DEFINITIONS.....................................................................................................................................8

1.1 Interpretation ........................................................................................................................................................8

1.2 Defined Terms.......................................................................................................................................................8

2. CONTRACTOR’S OBLIGATIONS ....................................................................................................................16

2.1 Scope of Work.....................................................................................................................................................16

2.2 Performance of the Work ...................................................................................................................................16

2.3 Contractor Personnel..........................................................................................................................................16

2.4 Contractor Responsibility ...................................................................................................................................19

2.5 Subcontractors and Other Contracts for Portions of the Work.........................................................................19

2.6 Supply and Procurement of Equipment.............................................................................................................20

2.7 Utilities................................................................................................................................................................20

2.8 Utility Rate Changes...........................................................................................................................................21

2.9 Incentives ............................................................................................................................................................21

2.10 Permits and Approvals...................................................................................................................................21

2.11 Testing and Inspection...................................................................................................................................21

2.12 Local and General Conditions.......................................................................................................................23

2.13 Safety Precautions and Programs .................................................................................................................24

2.14 Protection of Work and Property...................................................................................................................25

2.15 Emergencies...................................................................................................................................................27

2.16 Hazardous Materials......................................................................................................................................27

2.17 Changes and Extra Work ..............................................................................................................................27

2.18 System Manuals and Drawings.....................................................................................................................30

2.19 Warranties......................................................................................................................................................31

2.20 Insurance........................................................................................................................................................33

2.21 Performance and Payment Bonds.................................................................................................................36

2.22 Owner’s Right to Stop the Work ....................................................................................................................36

2.23 Owner’s Right To Carry Out The Work.........................................................................................................36

3. PRICE AND PAYMENT.......................................................................................................................................36

3.1 Contract Price .....................................................................................................................................................37

3.2 Allowances ..........................................................................................................................................................37

3.3 Material Storage .................................................................................................................................................37

3.4 Retention .............................................................................................................................................................37

3.5 Payment Schedule...............................................................................................................................................37

3.6 Application for Payment.....................................................................................................................................38

3.7 Review Of Progress Payment..............................................................................................................................38

3.8 Decisions to Withhold Payment..........................................................................................................................38

3.9 Progress Payment Milestones.............................................................................................................................38 DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 371
3 16498.00150\31454239.6

3.10 Payments and Information to Subcontractors ..............................................................................................38

3.11 Waivers and Releases.....................................................................................................................................39

3.12 Progress Payment Terms ...............................................................................................................................39

3.13 Completion of Work .......................................................................................................................................39

3.14 Partial Occupancy or Use ..............................................................................................................................39

3.15 Acceptance, Final Completion Certificate and Final Payment....................................................................39

3.16 Substitution of Securities...............................................................................................................................39

3.17 Taxes...............................................................................................................................................................40

4. COMMENCEMENT AND SCHEDULE.............................................................................................................40

4.1 Project Schedule .................................................................................................................................................40

4.2 Project Phases And Notice to Proceed ...............................................................................................................40

4.3 Hours of Work ....................................................................................................................................................40

4.4 Progress and Completion....................................................................................................................................41

4.5 Contractor Schedules and Report Updates ........................................................................................................41

4.6 Progress Meetings...............................................................................................................................................41

4.7 Conformity with Project Schedule......................................................................................................................41

4.8 Extensions of Time – Liquidated Damages .......................................................................................................42

4.9 Government Approvals .......................................................................................................................................43

4.10 Delays Due to Project Site Activities..............................................................................................................43

5. REPRESENTATIONS AND WARRANTIES.....................................................................................................44

5.1 Representations and Warranties of Contractor .................................................................................................44

6. BREACH AND TERMINATION.........................................................................................................................45

6.1 Termination by the Owner for Cause.................................................................................................................45 If the unpaid balance of the Contract Price exceeds costs of completing the Work, including compensation for professional services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This payment obligation shall survive completion of the Project and termination or expiration of this Agreement.....................................................45

6.2 Suspension or Termination by the Owner for Convenience .............................................................................46

6.3 Termination by the Contractor...........................................................................................................................46

6.4 Not a Waiver .......................................................................................................................................................46

6.5 Early Termination...............................................................................................................................................46

6.6 Indemnification...................................................................................................................................................47

6.7 Claims Generally ................................................................................................................................................47

6.8 Statutory Claim Procedures................................................................................................................................49

7. MISCELLANEOUS...............................................................................................................................................52

7.1 Representatives ...................................................................................................................................................52

7.2 Access..................................................................................................................................................................52

7.3 Ownership and Use of Drawings, Data, Reports and Other Documents..........................................................52

7.4 Royalties and Patents..........................................................................................................................................53

7.5 Assignment of Antitrust Claims..........................................................................................................................53 DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 372
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7.6 Audit....................................................................................................................................................................53

7.7 Construction........................................................................................................................................................53

7.8 Severability/Governing Law ...............................................................................................................................54

7.9 Notices and Filings.............................................................................................................................................54

7.10 Binding Effect ................................................................................................................................................54

7.11 Amendments...................................................................................................................................................54

7.12 Headings.........................................................................................................................................................54

7.13 Execution in Counterparts.............................................................................................................................55

7.14 Term and Termination...................................................................................................................................55

7.15 Exhibits Incorporated ....................................................................................................................................55

7.16 Entire Agreement ...........................................................................................................................................55

7.17 Execution, Correlation, and Intent................................................................................................................55

7.18 Successors And Assigns.................................................................................................................................55

7.19 Rights and Remedies; No Waiver ..................................................................................................................56

7.20 Execution of Other Documents .....................................................................................................................56 DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 373
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EXHIBITS
Exhibit A – Scope of Work
Exhibit B – Scope Matrix
Exhibit C – Project Schedule
Exhibit D – Schedule of Values
Exhibit E – Request for Information Form
Exhibit F – Form of Change Order
Exhibit G – Form of Application for Payment
Exhibit H – Form of Final Completion Certificate
Exhibit I – Payment Bond
Exhibit J – Performance Bond
Exhibit K – Escrow Agreement for Security Deposit In Lieu of Retention Exhibit L – Waiver and Release Forms
Exhibit M – Certification Regarding Claim
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 374
6 16498.00150\31454239.6

ENERGY SERVICES AGREEMENT

COVER PAGE
This Energy Service Agreement (“Agreement”) is entered into by and between the following parties:

Alliance Building Solutions, CSLB <1008135>
(“Contractor”)
Attn: Brad Chapman
12520 High Bluff Dr. #345
San Diego, CA 92130
Phone No.: 858-333-4775
FAX No.: 858-356-9651
Email Address: [email protected]
City of Fontana (“Owner”)
8353 Sierra Avenue
Fontana, CA 92335
Phone No.: (909) 350-6530
FAX No.: (909) 350-7666
Email Address: [email protected]
A. The “Effective Date”: B. The “Completion Date”:

December 14th, 2020 January 5th, 2022
C. “Required License” (see Agreement, § 1): In accordance with Public Contract Code section 3300, Contractor shall have, beginning on the RFP Response Deadline and throughout the Contract Term, the following license classification issued by the California Contractors State License Board (state license classification(s)):

Class B – General Building Contractor
D. “Contract Price” to be paid to
Contractor:

The “Contract Price” is the full and complete
amount to be paid to the Contractor for the
performance of all obligations required by the
Contract Documents for all Sites, in the total
amount of: [$1,515,582.00]. F. “LD Rate” (see Section 4.8(e)):
$100.00
G. “Utility”:
[Southern California Edison Company]
G. Contractor Required Insurance:

See Section 2.20
H. “Project Sites” or “Sites”:

See Exhibit B
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 375
7 16498.00150\31454239.6

ENERGY SERVICES AGREEMENT
This Energy Services Agreement for an energy savings assessment and implementation of renewable energy generation and energy management systems (“Agreement”) is made by and between, City of Fontana, a public agency organized and existing under the laws of the State of California (“Owner”), and Alliance Building Solutions. Inc., a California corporation and contractor licensed by the State of California (“Contractor”).

RECITALS:

WHEREAS, Government Code section 4217.10, et seq., authorizes the Owner, as a public agency, to enter into an energy services agreement wherein the Contractor provides conservation services to the Owner from an energy conservation facility on terms that its governing body determines are in the best interest of the Owner;
WHEREAS, pursuant to Government Code section 4217.11(d), “conservation services” include electrical, thermal, or other energy savings resulting from conservation measures, which shall be treated as a supply of such energy;
WHEREAS, through this Agreement, the Owner intends to contract for implementation, including engineering, system design, fabrication and installation, of renewable energy generation and energy management systems that will result in energy savings to the Owner and which shall be a supply of energy to the Owner (collectively, the “Project”) at various sites owned or controlled by Owner (the “Project Sites” or “Sites”, and each individually a “Site”), consistent with the terms of Government Code section 4217.10, et seq.;
WHEREAS, the Owner’s governing body, after holding a hearing at a regularly scheduled public hearing and after having provided two weeks advance notice of such hearing, made all findings required by Government Code section 4217.12 for the Owner to enter into this Agreement; WHEREAS, the Contractor shall engineer, design, and construct the Project pursuant to this Agreement, including all Exhibits and other Contract Documents (as that term is defined in the General Definitions), which Contract Documents are incorporated into the Agreement by this reference;
NOW, THEREFORE, in consideration of the covenants hereinafter contained, including all recitals and Exhibits incorporated herein by this reference, the Owner and Contractor agree as follows:

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 376
8 GENERAL TERMS AND CONDITIONS

ARTICLE ONE

1. GENERAL DEFINITIONS

1.1 Interpretation As used in this Agreement, the terms “herein”, “herewith”, “hereof” are references to this Agreement, taken as a whole, the terms “includes” or “including” shall mean “including, without limitation”, and references to a “Section”, “Article” or “Exhibit” shall mean a Section, Article, or Exhibit of this Agreement, as the case may be, unless in any such case the context requires otherwise. All references to a given Exhibit, agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made. A reference to a Person includes its permitted successors and permitted assigns. The singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa.

1.2 Defined Terms Capitalized terms used in this Agreement without other definition shall have the meanings specified in this Section 1.2 unless the context requires otherwise. “Additional Insured” has the meaning set forth in Section 2.20(d). “Affiliate” means, with respect to any Person, any other Person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.
“Agreement” has the meaning set forth in the preamble and shall include the Cover Page and all Exhibits hereto. The Agreement represents the entire and integrated contract between the Parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Agreement shall not be construed to create any kind of contractual relationship other than between the Owner and Contractor.
“Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, injunction, registration, license, permit, authorization, guideline, governmental approval, act, code, ruling, proclamation, resolution, declaration, requirement or interpretive or advisory opinion or letter of such Governmental Authority, as construed from time to time by any Governmental Authority, in each case, applicable to the Work, the Site, the Project, the Parties or any other matter in question (as applicable).
“Application for Payment” has the meaning set forth in Section 3.6. “Assessment” shall mean all feasibility and configuration assessments conducted by the Contractor to fulfill its obligations under this Agreement. “Builders All Risk Insurance” has the meaning set forth in Section 2.20(a)(vi).

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 377
9 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and shall be between the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party’s principal place of business.
“Change Order” or “CO” A change order is a written instrument prepared by the Owner and the Contractor pursuant to Section 2.17 stating their agreement upon all of the following: (A) A change in the Work; (B) the amount of the adjustment in the Contract Price, if any; and (C) the extent of the adjustment in the Project Schedule.
“Completion Date” shall be the date set forth in the Cover Page by which Contractor is guaranteeing Final Completion will be achieved, as may be adjusted from time to time in accordance herewith.
“Construction Change Directives” or “CCD” A change order directive is a written order prepared by the Owner, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Price or Contract Schedule, or both. “Consultant” shall mean any Person performing or providing expert or professional advice. “Contract Documents” means shall mean this Agreement and all Drawings, Specifications, surveys, plans, models, reports and designs, addenda thereto (whether or not attached due to their size), the Governmental Approvals, Engineering Documents, Payment Bond, Performance Bond, required insurance certificates, additional insured endorsement and declarations page, list of accepted Subcontractors and Consultants, Non-collusion Declaration, and other documents referred to in the Agreement, and written modifications issued after execution of the Agreement. “Contract Price” shall mean the amount set forth in the Cover Page, which is the total payable by Owner for the Work under this Agreement, as the same may be modified from time to time in accordance with the terms hereof.
“Contractor” shall have the meaning set forth in the preamble and is referred to throughout the Contract Documents as if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representatives.
“Contractor Event of Default” shall have the meaning set forth in Section 6.1. “Day” shall mean a calendar day unless it is specified that it means a Business Day. “Design Life” means the period of time during which an item is expected by designers to work within its specified parameters and current technology. This is a theoretical calculation based upon the data and assumptions utilized in those engineering calculations as depicted in the Drawings.

Design Life is an estimate of the constructed Project’s time in service and not a guarantee, nor is it tantamount to a manufacturer’s representation of product life. Ultimately, the statistical plot of the actual life cycle for a group of a particular product will result in a lognormal distribution curve with a heavy tail to the right where some products fail sooner than others; in fact, it is possible that certain items will fail prior to the target design life. The Design Life is not intended to extend the Warranty Period or increase the Contractor’s liability should a product prove to fail prior to attaining such theoretical Design Life, and Owner shall not have a reliance claim therefor.

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 378
10 “Dollar” and “$” shall mean the lawful currency of the United States of America. “Drawings” The Drawings are graphic and pictorial portions of the Contract Documents prepared for the Project and approved changes thereto, wherever located and whenever issued, showing the design, location, and scope of the Work, generally including plans, elevations, sections, details, schedules, and diagrams as drawn by Contractor or its Subcontractor or Consultants. “Effective Date” shall mean the date on which the Agreement shall become effective as set forth in the Cover Page.
“Equipment” shall mean (a) all materials, supplies, apparatus, machinery, equipment, parts, tools, components, instruments, appliances, spare parts and appurtenances thereto that are required, by the terms of this Agreement, the Contract Documents, and all Legal Requirements to complete the Work and to be incorporated into the Project, and (b) all materials, supplies, apparatus, machinery, equipment, parts, tools, components, instruments, appliances, spare parts and appurtenances thereto described in, required by, reasonably inferable from by the terms of the Agreement, the Contract Documents and all Legal Requirements.
“Equipment Documentation” shall mean copies or originals of (i) all operating specifications, warranties and other similar information obtained by Contractor from equipment vendors or Subcontractors or prepared by Contractor or Subcontractors as part of the Work, (ii) a complete inventory list of all Equipment comprising the System, and (iii) all documentation and identification information with respect to all Equipment comprising part of the Project, including reference or serial numbers for all photovoltaic panels, inverters and other equipment listed in the Scope of Work. “Equipment Warranties” shall mean the product warranty from any Supplier for the Equipment incorporated into the Project.
“Engineer” shall mean the licensed professional engineer experienced in the design and construction of projects comparable to the Project and responsible for the overall design of the System. “Engineering Documents” shall mean all documents including Drawings, diagrams, plans, Equipment Documentation, Equipment Warranties, Shop Drawings, Assessments, addenda, reports calculations, performance models and other models, designs schedules, and other documents prepared or furnished by Contractor pursuant to this Agreement in respect of the design, engineering and construction of the System.
“Environmental Law” means all Laws related to health, safety, the protection of the environment or regulation or prohibition of the environmental pollution or contamination, including laws relating to land use, emission and pollution, discharges into or pollution of water, and Hazardous Materials. “Escrow Agreement” has the meaning set forth in Section 0 “Estimated Annual Energy Production” shall mean Contractor’s estimated number of kWh that the Project shall produce in the first year following the Final Completion Date based on performance modeling using industry standard tools and assumptions. “Exhibits” means the Exhibits comprising part of this Agreement referenced and listed in the Table of Contents.

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11 “Final Completion Date” shall mean the actual date on which the Final Completion has occurred, as set forth in the Final Completion Certificate.
“Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any act or event (to the extent not caused by the fault or negligence of such Party or its agents or employees) which is unforeseeable, or being foreseeable, unavoidable (including by taking prudent protective and preventative measures) and outside the control of the Party which invokes it, and which renders said Party unable to comply totally or partially with its material obligations under this Agreement including natural disasters, acts of God, drought, flood, earthquake, storm, fire, explosion, lightening, epidemic, war, riot, civil disturbance, sabotage, terrorism or threat of terrorism, and strikes, lockouts or other labor disturbances or disputes of a national or regional scope. Notwithstanding the foregoing to the contrary, Force Majeure Events shall not include any of the following:
(a) mechanical or equipment failures (except to the extent any failure is itself caused by a Force Majeure Event);
(b) any condition of the Site for which the affected Party is responsible under this Agreement, other than (1) the discovery of pre-existing Hazardous Materials at the Site so long as the condition was unknown and should not reasonably have been known as of the Effective Date and (2) any Hazardous Materials released at the Site other than by the Contractor, any Subcontractor or Persons acting on behalf of the Contractor;
(c) increases in the cost of performance of a Party’s obligations under this Agreement (except to the extent any such increase is itself caused by a Force Majeure Event); (d) any delay or other problems associated with the issuance of any Governmental Approval or for the application therefor, other than the failure of the Governmental Authority to issue its approval to start construction of the Project on or before the date specified therefor in the Project Schedule, through no fault of the Party claiming the Force Majeure Event and despite the Party’s best efforts which shall constitute a Force Majeure Event; and (e) strikes, walkouts, lockouts or other labor disturbances or disputes specific to the Project or such Party claiming a Force Majeure Event.

Notwithstanding the foregoing, each of (x) economic hardship of either Party or (y) increases in the cost of performance of a Party’s obligations, shall not constitute Force Majeure Events under this Agreement.
“Governmental Approval” shall mean each and every national, autonomic, regional and local license, approval, authorization, certification, registration, exemption, filing, recording, permit or other approval with or of any Governmental Authority, including each and every construction or operating permit and any agreement, consent or approval from or with any other Person that is required by any Applicable Law or that is otherwise necessary for the performance of the Work. “Governmental Authority” shall mean any national, autonomic, regional, provincial, town, city, local or municipal government, authority, body, agency, ministry, court, judicial or administrative body, taxing authority or other governmental organization having jurisdiction over the Work, the Site, the Project, the Parties or any other matter in question (as applicable).

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12 “Hazardous Material” shall mean oil or petroleum and petroleum products, asbestos and any asbestos containing materials, radon, polychlorinated biphenyls (“PCBs”), urea formaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which are now or become in the future listed, defined or regulated in any manner by any federal, state or Applicable Law. “Incentives” shall mean subsidies, rebates, credits, reductions, allowances or other financial incentives.
“Industry Standards” shall mean those standards of care and diligence practiced or approved by reasonably prudent contractors of the energy services industry in engineering, designing, constructing, installing and operating energy efficiency and/or renewable energy generation projects with equipment similar to the Project in the United States and in accordance with good engineering and design practices, sound construction procedures, Governmental Approvals, the Contract Documents and other standards established for such Work. Industry Standards are not intended to be limited to optimum practice, methods, equipment specifications or acts to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices and methods generally accepted within the energy services industry to accomplish the desired results and must take into consideration the conditions specific to any given facility, including to the extent such conditions would require a person to (a) perform its duties in good faith and as a reasonably prudent operator, (b) perform its duties in compliance with the Contract Documents, (c) exercise such care, skill and diligence as a reasonably prudent business company of established reputation engaged in the energy services business would exercise in the conduct of its business and for the advancement or protection of its own interests, (d) perform the duties in accordance with applicable energy efficiency and/or renewable energy generation project standards, (e) use sufficient and properly trained and skilled personnel, and (f) use parts and supplies that meet the specifications set forth in the Contract Documents, in all cases with respect to (a) through (f) herein, taking into account all of the costs, expenses and benefits of operation of the System.
“Interconnection Agreement” means an agreement entered into by and between Owner and the Utility which agreement shall provide for (i) the Project to be interconnected with the Utility’s electricity distribution system, (ii) for energy to flow from the Project to such system and (iii) for energy to flow from such system to the Project, as applicable, under the provisions of the Utility’s tariff.
“Interconnection Point” shall mean the physical point where the renewable energy generation system and related improvements installed by Contractor as part of the System ties into the existing Site electrical facilities.
“LD Rate” shall have the meaning set forth in Section 4.8(e). “Legal Requirement” means the requirement of any Applicable Law, including any Environmental Law or any Governmental Approval.
“Liquidated Damages” shall have the meaning set forth in Section 4.8(e).

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13 “Owner” shall have the meaning set forth in the preamble and is referred to throughout the Contract Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative.
“Party” shall mean, individually, each of the parties to this Agreement. “Performance Monitoring and Reporting Service” or “PMRS” has the meaning set forth in Exhibit A.
“Person” shall mean any individual, corporation, partnership, company, joint venture, association, trust, unincorporated organization or Governmental Authority or other entity. “Price and Performance Ratios” shall mean those ratios which establish the baseline for comparisons of the Project to other projects and provide a means of determining whether changes to the Contract Price are warranted based on the impact of approved Change Orders on the Project’s internal rate of return.
“Progress Payment” shall mean a payment made in accordance with the terms of each Progress Payment Milestone.
“Progress Payment Milestones” shall mean the schedule of separately identifiable major portions of the Work, together with the portion of the Contract Price allocable to each such portion of the Work, set forth in Section 3.9.
“Project” shall mean the engineering, design, and total construction of the System and completion of the Work performed in accordance with the Contract Documents. “Project Phases” shall mean the schedule of separately identifiable major portions of the Work as set forth in Section 4.2.
“Project Manual” shall mean the volume assembled for the Work which shall include, without limitation, Contract Documents, Governmental Approvals, Equipment Documentation, Equipment Warranties, results of the Start Up and Operational Tests and other test conducted under the Testing and Commissioning Plan, Engineering Documents including As-Built Drawings, an O&M manual and all other documents as required with specific instructions and in sufficient scope and detail to permit Owner to safely operate, monitor and maintain the System at its tested output level in the ordinary course of business and to ensure that the Warranties and other obligations hereunder remain valid. The Project Manual shall include a table of contents in a format agreed upon by the Contractor and Owner, which agreement will not be unreasonably withheld, conditioned or delayed. “Project Schedule” shall mean the schedule for prosecution of the Work, including all engineering, permitting, mobilization, construction, Equipment procurement, testing and commissioning in connection with the Project, as set forth in Exhibit D. “Punchlist” shall mean the list of Work uncompleted upon the achievement of the Construction Phase, the lack of which or the failure of which to complete (considered individually or in the aggregate) does not or will not, in the reasonable opinion of Owner or the Engineer, adversely affect the performance, reliability, or capacity of the System or the ability of Owner to safely operate, DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 382
14 monitor and maintain the System in the ordinary course of business. The Punchlist must be agreed upon by Owner, which agreement will not be unreasonably withheld, and by the Engineer. “Recovery Plan” shall mean a plan prepared by Contractor, and submitted to the Owner, demonstrating to the Owner’s reasonable satisfaction, the measures that Contractor has taken or will take in order to (i) remedy a delay in completing a portion of the Work by the scheduled dates for such Work as provided in the Project Schedule including achievement of Final Completion by the Completion Date.
“Release” shall mean the discharging, depositing, injecting, dumping, spilling, leaking, placing, pumping, pouring, emitting, emptying, escaping, leaching, disposing, or discarding of any Hazardous Materials into the environment so that such Hazardous Materials or any constituent thereof may enter the environment, or be emitted into the air or discharged into any waters, including ground waters. “Request for Information” A Request for Information is a written request prepared by the Contractor asking the Owner to provide additional information above and beyond that which is available in the Contract Documents and all reference standards, regarding fulfilling the obligations under the Agreement.
“Request for Proposal” A Request for Proposal is a written request prepared by the Owner asking the Contractor to submit to the Owner an estimate of the effect of a proposed change on the Contract Price and the Project Schedule.
“Safety Plan” shall mean a plan prepared by Contractor that includes the elements required by Owner and otherwise includes all matters relating to safety as required by Applicable Law and the Contract Documents.
“Samples” shall mean physical examples furnished by Contractor to illustrate materials, equipment, or quality.
“Schedule of Values” means the list of prices to be used for invoicing and the labor and equipment rates for time and material based Change Orders as set forth in Exhibit E. “Scope Matrix” Shall mean a table providing a summary of the Project, including the type of energy conservation measure and site where it will be installed, as specified in Exhibit B. “Scope of Work” shall mean the scope of the Work set forth in Section 2.1 and Exhibit A. “Shop Drawings” shall mean drawings, diagrams, schedules, and other data, which are prepared by Contractor, Subcontractors, manufacturers, Suppliers, or distributors illustrating some portion of the Work. The Contractor shall obtain and submit with the Shop Drawings all seismic and other calculations and all product data from Equipment manufacturers. Shop Drawings shall: establish the actual detail of all manufactured or fabricated items, indicate proper relation to adjoining work, amplify design details of mechanical and electrical systems and equipment in proper relation to physical spaces in the structure, and incorporate minor changes of design or construction to suit actual conditions.
“Site” or “Sites” shall have the meaning set forth in the third recital, and is more fully described in Exhibit B hereto.

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15 “Site Procedures" shall mean the duly authorized procedures developed and implemented by Contractor and approved by Owner as part of the Safety Plan including procedures addressing access, safety, working hours, security, compliance with legal requirements, environmental compliance, the permit to work system, lock-out procedures, tag-out/tag-in procedures and all other standing orders applicable to work carried out on the Site.
“Specifications” The Specifications are that portion of the Contract Documents consisting of the written requirements for material, equipment, construction systems, instructions, quality assurance standards, workmanship, and performance of related services. “Subcontract” shall mean any contract, subcontract, purchase order, or other agreement whereby a Subcontractor undertakes (a) to perform or provide any portion of the Work or (b) to provide all or a portion of the Equipment required by any Person performing or providing any portion of the Work. “Subcontractor” shall mean (a) any Person, other than Contractor, performing or providing any portion of the Work, whether retained by Contractor, any Affiliate of Contractor or any Person hired by Contractor or any of its Affiliates and including every tier of subcontractors, sub-subcontractors and so forth, and (b) any Supplier.
“Superintendent” shall have the meaning set forth in Section 2.3(b). “Supplemental Instruction” or “SI” A Supplemental Instruction is a written instrument prepared by the Owner and submitted to the Contractor requesting a minor change to the Work that does not impact the Contract Price or Project Schedule. “Suppliers” shall mean any Person providing or supplying all or a portion of the Equipment required by any Person performing or providing any portion of the Work to perform or provide the Work, whether or not incorporated into the System, including any materialman, vendor or supplier. “System” shall mean the comprehensive energy management system, including all energy efficiency and renewable energy generation components of the ECMs, to be installed by Contractor in order to provide a fully integrated and operational Project, at each Site as applicable, in accordance with the Contract Documents and as more specifically described in the Scope of Work. “Target Annual Energy Production” shall mean Owner’s desired number of kWh that the renewable energy generation system installed as part of the System shall produce in the first year following the Final Completion Date, as set forth in Exhibit B. “Utility” shall mean the utility providing electrical services to the Site(s) as set forth in the Cover Page.
“Warranties” shall mean, collectively, the warranties provided by Contractor to the Owner hereunder, as described in Section 2.19.
“Warranty Period” shall have the meaning set forth in Section 2.19(d) . “Work” shall mean (a) complete engineering and design of the System including As-Built Drawings (b) the procurement, installation, construction and erection, commissioning, start-up and DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 384
16 testing, and all other services, including all labor, materials’ storage, services, demolition, Site preparation, equipping, verification, training, manuals and other things and actions in connection therewith, as necessary for the Contractor to fulfill all of its obligations pursuant to this Agreement, the Contract Documents, any Change Orders; and the requirements of the Utility and the Interconnection Agreement, the Governmental Approvals, and any other Legal Requirement, (c) the provision of Equipment (d) transportation and storage of the Equipment; and (e) all of the foregoing that Contractor performs through any Subcontractor or Consultant.

ARTICLE TWO

2. CONTRACTOR’S OBLIGATIONS

2.1 Scope of Work. The Contractor agrees to furnish all project development, engineering, system designs, supervision, labor, equipment and materials, tools, utilities, communications, implements, appliances and transportation, to procure all Governmental Approvals, to facilitate completion and execution of any Incentive related documents, the Interconnection Agreement and all related applications, to coordinate with Utility for any and all requirements to allow the Project to be placed in operation, to erect, install, start-up, test and commission the Project, to perform all obligations set forth in the Contract Documents, to perform related activities for the successful completion of the Work and the delivery of the Project in compliance with the Contract Documents and to perform all the Work in a good and workmanlike manner, free from any and all liens and claims from mechanics, material suppliers, Subcontractors, artisans, machinists, teamsters, freight carriers, and laborers required for the Project as defined by the Contract Documents, all in strict compliance with the objectives, descriptions and specifications of Owner, the Contract Documents, Industry Standards, Legal Requirements and quality control and inspections relating thereto and so that the Project (i) meets or exceeds all requirements of Legal Requirements and the Project is installed in accordance with manufacturer’s specifications or by methods otherwise approved by the manufacturer; (ii) complies with all requirements of the Utility and the Interconnection Agreement; (iii) meets or exceeds the warranties and guarantees set forth in the Contract Documents; (iv) is safe and adequate for the purpose and conditions specified in the Scope Of Work; (v) its free from defects in materials and workmanship; (vi) is comprised of equipment which is new (unless otherwise mutually agreed) and of the agreed quality when installed, designed and manufactured and of a grade in accordance with generally accepted national standards for the design, manufacture and quality of such equipment. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, procedures, and coordinating all portions of the Work under the Agreement, unless Contract Documents give other specific instructions concerning these matters. The Scope of Work is more fully and specifically defined in Exhibit A hereto.

2.2 Performance of the Work Contractor shall perform the Work in accordance with requirements of the Contract Documents, the Scope of Work and the Specifications, the Project Owner Requirements, the Utility, Industry Standards, Legal Requirements and the Safety Plan. To the extent that any portion of the Work is provided with the Contractor’s own forces, any reference to Subcontractors or Consultants shall be equally applicable to the Contractor. If any of the Work is performed by contractors retained directly by the Owner, Contractor shall be responsible for the coordination and sequencing of the Work of those other contractors so as to avoid any impact on the Project Schedule.

2.3 Contractor Personnel
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17 (a) Competency Contractor agrees to use, and agrees that it shall require each Subcontractor to use, only personnel who are qualified and properly trained and who possess every license, permit, registration, certificate or other approval required by Applicable Law or any Governmental Authority to perform the Work. The Contractor and each Subcontractor shall: furnish a competent and adequate staff as necessary for the proper administration, coordination, supervision, and superintendence of its portion of the Work; organize the procurement of all materials and equipment so that the materials and equipment will be available at the time they are needed for the Work; and keep an adequate force of skilled workers on the job to complete the Work in accordance with all requirements of the Contract Documents. Owner shall have the right, but not the obligation, to require the removal from the Project of any Superintendent, staff member, agent, or employee of any Contractor, Subcontractor, material or equipment supplier, etc., for cause. (b) Superintendent Contractor shall provide a competent superintendent and assistants as necessary, all of whom shall be reasonably proficient in speaking, reading and writing English.
(c) Prevailing Wage The Project is a public work, the Work shall be performed as a public work and pursuant to the provisions of Section 1770 et seq. of the Labor Code of the State of California, which are hereby incorporated by reference and made a part hereof, the Director of Industrial Relations has determined the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in the locality in which the work is to be performed, for each craft, classification or type of worker needed to execute this Agreement. Per diem wages shall be deemed to include employer payments for health and welfare, pension, vacation, apprenticeship or other training programs, and similar purposes. Copies of the rates are on file at the Owner's principal office. The rate of prevailing wage for any craft, classification or type of workmanship to be employed on this Project is the rate established by the applicable collective bargaining agreement which rate so provided is hereby adopted by reference and shall be effective for the life of this Agreement or until the Director of the Department of Industrial Relations determines that another rate be adopted. It shall be mandatory upon the Contractor and on any Subcontractor to pay not less than the said specified rates to all workers employed in the execution of this Agreement. (d) Penalties The Contractor and any Subcontractor under the Contractor as a penalty to the Owner shall forfeit not more than Two Hundred Dollars ($200.00) for each Day or portion thereof for each worker paid less than the stipulated prevailing rates for such work or craft in which such worker is employed. The difference between such stipulated prevailing wage rates and the amount paid to each worker for each Day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the Contractor. (e) Debarment A contractor or subcontractor shall not be qualified to enter into, or engage in the performance of, any contract of public work (as defined by Division 2, Part 7, Chapter 1 (§§1720 et seq.) of the Labor Code) unless currently registered and qualified under Labor Code section 1725.5 to perform public work. Contractor shall post all required job site notices pursuant to the Labor Code and related regulations.
(f) Working Time Limits In accordance with the provisions of Sections 1810 to 1815, inclusive, of the Labor Code of the State of California, which are hereby incorporated and made a part hereof, the time of service of any worker employed by the Contractor or a Subcontractor doing or contracting to do any part of the Work contemplated by this Agreement is limited and restricted to 8 hours during any one Day and 40 hours during any one calendar week, provided, that work may be DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 386
18 performed by such employee in excess of said 8 hours per Day or 40 hours per week provided that compensation for all hours worked in excess of 8 hours per Day, and 40 hours per week, is paid at a rate not less than 1½ times the basic rate of pay. The Contractor and every Subcontractor shall keep an accurate record showing the name of and the actual hours worked each Day and each calendar week by each worker employed by them in connection with the Work. The Contractor and every Subcontractor shall keep the records open at all reasonable hours to inspection by representatives of the Owner and the Division of Labor Law Enforcement. The Contractor shall as a penalty to the Owner forfeit $25.00 for each worker employed in the execution of this Agreement by the Contractor or by any Subcontractor for each Day during which such worker is required or permitted to work more than 8 hours in any one Day, and 40 hours in any one calendar week, except as herein provided. (g) Apprentices The Contractor agrees to comply with Chapter 1, Part 7, Division 2, Sections 1777.5 and 1777.6 of the California Labor Code, which are hereby incorporated and made a part hereof. These sections require that contractors and subcontractors employ apprentices in apprenticeable occupations in a ratio of not less than 1 hour of apprentice’s work for each 5 hours of work performed by a journeyman (unless an exemption is granted in accordance with Section 1777.5) and that contractors and subcontractors shall not discriminate among otherwise qualified employees as indentured apprentices on any public works solely on the ground of sex, race, religious creed, national origin, ancestry or color. Only apprentices as defined in Labor Code Section 3077, who are in training under apprenticeship standards and who have signed written apprentice agreements, will be employed on public works in apprenticeable occupations. The responsibility for compliance with these provisions is fixed with the Contractor for all apprenticeable occupations. (h) Employment List The Contractor and each Subcontractor shall keep or cause to be kept an accurate record for work on this Project showing the names, addresses, social security numbers, work classification, straight time and overtime hours worked and occupations of all laborers, workers and mechanics employed by them in connection with the performance of this Agreement or any subcontract thereunder, and showing also the actual per diem wage paid to each of such workers, which records shall be open at all reasonable hours to inspection by the Owner, its officers and agents and to the representatives of the Division of Labor Law Enforcement of the State Department of Industrial Relations.
(i) Payroll Records Pursuant to Labor Code section 1776, Contractor and all subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Security numbers, work classifications, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by them in connection with the Work under this Agreement. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate.

Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury. In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on the specified interval and format prescribed by the DIR, which may include electronic submission.

Contractor shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. In the event of noncompliance with the requirements of this Section, the Contractor shall have ten (10) calendar days in which to comply subsequent to receipt of written notice specifying in what respects the Contractor must comply with this Section. Should noncompliance still be evident DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 387
19 after such 10-day period, the Contractor shall pay a penalty of one hundred dollars ($100.00) to the City for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payment then due. (j) Compliance Monitoring; Stop Orders This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under the Contract Documents and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
(k) Contractor and Subcontractor Registration Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

2.4 Contractor Responsibility The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors, material and Equipment suppliers, and their agents, employees, invitees, and other persons performing portions of the Work under direct or indirect contract with the Contractor or any of its Subcontractors. The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents by tests, inspections, or approvals required or performed by persons other than the Contractor. Contractor shall be responsible for inspection of Work already performed under the Contract Documents to determine that such portions are in proper condition to receive subsequent work.

2.5 Subcontractors and Other Contracts for Portions of the Work (a) Subcontractors shall be selected by Contractor and presented to Owner pursuant to the Agreement. Subcontractor substitution shall be handled in accordance with the Agreement. Any substitutions of Subcontractors shall not result in any increase in the Contract Price or the granting of any extension of time for the Project Schedule. By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all obligations and responsibilities, which the Contractor, by the Contract Documents, assumes toward the Owner. 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 Labor Code section 1777.1 or 1777.7. 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 DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 388
20 subcontractor on a public works contract. Any public money that is paid, or may have been paid to a debarred subcontractor by a contractor on 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 perform Work.
(b) Each Subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that:
(i) Assignment is effective only after termination of the Agreement with the Contractor by the Owner for cause pursuant to Section 6.1 and only for those Subcontract agreements which the Owner accepts by notifying the Subcontractor in writing; and
(ii) Assignment is subject to the prior rights of the surety, if any, obligated under any bond relating to the Agreement.

2.6 Supply and Procurement of Equipment
(a) Except as expressly provided to the contrary in the Scope of Work, Contractor, at its expense, shall purchase, transport and deliver all Equipment and shall inspect, unload, store, construct and install all Equipment required to complete the System. Contractor shall maintain all Equipment Warranties, obtain required extended warranties when available, and, upon the expiration of the Warranty Period, cause any such remaining Equipment Warranties to be assigned and passedthrough to Owner. Contractor shall at all times perform the Work in a manner consistent with all such Equipment Warranties and will not perform any actions that may violate such warranties. (b) Contractor agrees that all materials and Equipment to be supplied or used by Contractor or any Subcontractor in the performance of its obligations under this Agreement shall be new, unless otherwise specified or mutually agreed (if being incorporated into the System) or in good operating condition (if not being incorporated into the System) and fit for the use(s) specifically described in the Scope of Work. Such materials and Equipment shall at all times be maintained, inspected and operated by Contractor pursuant to Industry Standards and as required by Applicable Law until Final Completion. Contractor further agrees that all licenses, permits, registrations and certificates or other approvals required by Applicable Law or any Governmental Authority will be procured and maintained for such materials and Equipment at all times during the use of the same by Contractor or any Subcontractor in the performance of any of Contractor’s or such Subcontractor’s obligations under this Agreement.
(c) Contractor shall maintain an active inventory list in respect of the System and, upon completion of any Work with respect to the Equipment (including in respect of any claim under the Warranties), Contractor shall update the active inventory list to reflect the serial numbers and all other information reasonably required by Owner with respect to any new Equipment installed as part of such Work.

2.7 Utilities Contractor shall supply temporary power, telecommunications, water, waste disposal, and other utilities and services required for performance of the Work. Contractor shall also be responsible for providing Equipment and facilities to enable Owner to interconnect with local telecommunications utilities and obtain permanent telecommunications services such as telephone, television cable and other communications utilities as required for the Project.

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21 2.8 Utility Rate Changes Contractor shall be responsible for coordinating the desired rate schedule changes with the Utility for the Project. Contractor will be responsible for ensuring that the System meets the requirements for inclusion in the desired rate schedules and will promptly inform Owner if there is any discrepancy between such requirements and the specifications for the System set forth in the Scope of Work. It is preferred that the switching to these rate schedules happen after the Project has been operational continuously for a thirty (30) day period as required for Final Completion. If the Utility only allows the rate schedule to be changed at the time of interconnection, then the rate schedule change should occur at the time of interconnection.

2.9 Incentives Owner shall provide such assistance to the Contractor as may be reasonably requested to secure any subsidies, rebates or other incentives that may be available to Contractor from any Governmental Authority or the Utility in connection with or relating to the installation and operation of the Project or otherwise. Owner acknowledges that it shall have no right or interest in any such subsidies, rebates or other incentives.

2.10 Permits and Approvals
(a) Contractor shall obtain, maintain and pay for all Governmental Approvals and governmental fees, licenses, and inspections necessary for development, construction, ownership and operation of the Project and the completion of the Work and which are legally required by any Governmental Authority for the Project. In order to assist Contractor to obtain all required Governmental Approvals, Owner shall provide Contractor with such reasonable assistance as Contractor may request. Copies of all Governmental Approvals shall be provided to Owner five (5) Business Days or less after they are obtained or completed, in all cases before a Notice to Proceed to Procurement and Construction will be issued. Owner will review and approve the documents prior to commencement of construction.
(b) If applicable, the Contractor shall file a Notice of Intent to comply with the terms of the general permit to discharge storm water associated with construction activity prior to the start of any construction activity.
(c) Contractor is required to obtain all approvals from any Governmental Authority, including, but not limited to: Incentive program guidelines, fire safety, California Occupational Safety and Health Administration (“OSHA”), Utility interconnection, right-of-way permits, easement agreements and other codes and best practices.

2.11 Testing and Inspection The Contractor shall at its own expense conduct the Start Up and Operational Tests described in Exhibit F and such other tests described in the Scope of Work and shall be responsible for all fees for and coordination with any Governmental Authority for the approval of the Project. Contractor shall verify that the system is functioning as expected within acceptable parameters and as designed at a nameplate capacity and first year of operation production capacity adjusted for actual weather conditions consistent with the requirements of the Contract Documents. Contractor will notify Owner no less than five (5) days prior to the commencement of testing and Owner or its representative will have the right to observe all such tests. Tests, inspections, and approvals of portions of the Work required by the Contract Documents will comply with Title 24, and with all other Legal Requirements. The following shall apply to the testing and inspection of the Project:

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22 (a) Rejection of Work The Owner’s selected representative may recommend to the Owner that the Owner reject Work which does not conform to the Contract Documents. (b) Testing Off-Site Any material shipped by Contractor from the source of supply, prior to having satisfactorily passed testing and inspection requirements per Exhibit A, Applicable Law or the requirements of any Governmental Authority shall not be incorporated in the Project. (c) Responsibility for Errors and Omissions If at any time prior to the completion of the requirements under the Contract Documents, through no fault of its own, the Owner is required to provide or secure additional professional services for any reason by any act or omission of the Contractor, the Contractor shall be invoiced by the Owner for any actual costs incurred for any such additional services, which costs may, among other remedies, be withheld from the progress payments and/or retention.
(d) Additional Testing or Inspection, and Costs Related Thereto (i) If the Owner or Governmental Authority determines that any portion of the Work on the Project require additional testing, inspection, or approval, the Contractor will, upon Owner’s written authorization, arrange for such additional testing, inspection, or approval. Owner shall bear such costs except in paragraph (ii), below. (ii) If the testing or inspection of Work on the Project reveal that the Work does not comply with the Contract Documents, Contractor shall bear all costs arising from such failure, including those of re-testing, re-inspection, approval, or re-approval, including, but not limited to, compensation for services and expenses of the testing laboratory and any other professionals or entities retained by Owner. Any such costs shall be paid for by Owner, and Owner shall then invoice to Contractor and Contractor shall make payment thereof within 30 Days after Contractor receives the invoice; if Contractor fails to do so, Owner shall have the right to withhold the amount from any payment due or to be due to Contractor under the Contract.
(iii) Where Contractor installs renewable energy generation systems as part of the System, Contractor will provide flash test data for all renewable energy generation systems installed as part of the System to Owner in MS Excel format upon procurement of the renewable energy generation systems. Owner, at its sole discretion, may randomly select up to twenty (20) percent of the renewable energy generation systems used in the Project for delivery to a third party for quality verification testing. The costs of such verification testing shall be the responsibility of Owner.
(e) Costs for Premature Test If Contractor requests any test or inspection for any portion of the Project and that portion is not ready for the inspection, Owner shall have the right to invoice Contractor for all costs and expenses relating to the testing or inspection, including, but not limited to, compensation for services and expenses of the testing laboratory, and any other professionals or entities retained by Owner. Any such costs shall be paid for by Owner, and Owner shall then invoice to Contractor and Contractor shall make payment thereof within 30 Days after Contractor receives the invoice; if Contractor fails to do so, Owner shall have the right to withhold the amount from any payment due or to be due to Contractor under the Agreement.

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23 (f) Covered Work If a portion of the Work is covered contrary to the request of any Governmental Authority, the Owner’s request, or to requirements specifically expressed in the Contract Documents, it must, if required by the Governmental Authority or the Owner, be uncovered for the Governmental Authority, or the Owner’s observation and be replaced at the Contractor’s expense without change in the Contract Price or Project Schedule. (g) Tests and Inspections Not to Delay Work Tests and inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work on the Project.
(h) Independent Testing Laboratory When required by the scope of the Project, Owner will select an independent testing laboratory to conduct all required tests and inspections, and, except as specifically provided otherwise in the Contract Documents, pay for all associated costs.

Selection of the materials required to be tested shall be made by the laboratory or Owner and not by Contractor.

2.12 Local and General Conditions
(a) Contractor has conducted a full and complete visual examination of the Site, and acknowledges and agrees that it has satisfied itself as to the general and local conditions and circumstances affecting the Work that could be reasonably ascertained and has identified and conducted all Assessments, at its own cost, required to ensure that the Project can be built according to all Applicable Laws and Industry Standards, is expected to achieve the Design Life target, and, where renewable energy generation systems are installed as part of the System, will meet or exceed the Target Annual Energy Production, including but not limited to (i) geotechnical studies, (ii) atmospheric corrosion studies, (iii) environmental assessments, (iv) shading studies, (v) real property surveys of the Site including an ALTA survey, (vi) title reports, (vii) all staging, storage, delivery, and other areas necessary to perform the Work, (viii) ingress to and egress from the Site for all supplies, personnel and Equipment, (ix) anticipated site layout (x) technical information and requirements, (xi) conditions affecting transportation, disposal, handling and storage of materials, including Hazardous Materials at the Site (excluding pre-existing Hazardous Materials), (xii) availability and conditions of roads, buildings, climatic conditions and seasons, (xiii) existing electrical service and equipment suitability, (xiv) physical conditions at the Site, including topography, flood control requirements and ground surface materials to be encountered, (xv) underground utility surveys, (xvi) Legal Requirements and (xvii) all other matters which a prudent contractor should have discovered upon reasonable investigation and due diligence review, and Contractor accepts the risk of the matters referred to immediately above. (b) Contractor acknowledges and agrees that where Assessments were conducted, the results have been provided to the Owner within five (5) Business Days of having been received by the Contractor and all costs associated with the results have been accounted for in the Contract Price.
(c) Contractor acknowledges and agrees that it has taken into account all Assessments in any preliminary Engineering Documents that it has provided for use by the Parties in Project modeling and the development of the Agreement. All preliminary engineering and installation Drawings were completed to be consistent with Applicable Law, all prevailing construction standards and codes, and Exhibit A, which shows the ECMs that Contractor and Owner have agreed to be incorporated into the Project.

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24 (d) When required by the Scope of Work or otherwise required to satisfy Section

2.12(a), the Contractor shall furnish, at its expense, a legal description or a land survey of any or all project sites, giving, as applicable, grades and lines of streets, alleys, pavements, adjoining property, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site. Additionally, all surveys to determine locations of construction, grading, and site work shall be provided by the contractor. Contractor shall provide copies of any and all legal descriptions and surveys conducted on the project sites to Owner. (e) When required by the Scope of Work or otherwise required to satisfy Section (a)2.12(a), Contractor will furnish, at its expense, the services of geotechnical engineers or Consultants when reasonably required or as required by local or State codes. Such services with reports and appropriate professional recommendations shall include test boring, test pits, soil bearing values, percolation tests, air and water pollution tests, and ground corrosion and resistivity tests, including necessary operations for determining subsoil, air, and water conditions.

Any test borings and soils reports for the Project that have previously been made have been made for the Owner to indicate the subsurface materials that might be encountered at particular locations on the Site. The Owner has made these documents available to the Contractor and the Contractor has studied the results of such test borings and information that it has as to the subsurface conditions and Site geology as set forth in the test borings and soils reports. The Owner does not assume any responsibility whatsoever with respect to the sufficiency or accuracy of the borings made, or of the logs of the test borings, or of other investigations, or of the soils reports furnished pursuant hereto, or of the interpretations to be made beyond the location or depth of the borings. There is no warranty or guarantee, either express or implied that the conditions indicated by such investigations, borings, logs, soil reports or other information are representative of those existing throughout the Site, or any part thereof, or that unforeseen developments may not occur. At the Owner’s request, the Contractor shall make available to the Owner the results of any Site investigation, test borings, analyses, studies or other tests conducted by or in the possession of the Contractor of any of its agents. Nothing herein contained shall be deemed a waiver by the Contractor to pursue any available legal right or remedy it may have at any time against any third party who may have prepared any report and/or test relied upon by the Contractor.
(f) Unless specifically stated in writing by Owners, the Contractor may not rely upon the accuracy of any utility services or site survey information that the Owner may provide.

2.13 Safety Precautions and Programs
(a) Contractor shall have responsibility for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Agreement.

Subcontractors have the responsibility for participating in, and enforcing, the safety and loss prevention programs established by the Contractor for the Project including the Safety Plan, which shall cover all Work performed by the Contractor and its Subcontractors. Subcontractors shall promptly report in writing and by phone to the Contractor all accidents whatsoever arising out of, or in connection with, the performance of the Work, whether on or off the Site, which caused death, personal injury, or property damage, giving full details and statements of witnesses. The Contractor will provide and maintain at the Site first-aid supplies for minor injuries. (b) Prior to beginning construction, Contractor shall provide Owner with a copy of Contractor’s Safety Plan, as well as an evaluation and appropriate documentation of the safety record DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 393
25 of any licensed Subcontractor that will be performing Work on the Project. The Safety Plan shall include the location of emergency utility shutoffs (both manual and electronic shutoffs). Contractor shall review the emergency shut off and evacuation plan with Owner prior to start of construction. (c) The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: (A) Employees on the Work and other persons who may be affected thereby; (B) the Work, material, and Equipment to be incorporated therein, whether in storage on or off the Site, under the care, custody, or control of the Contractor or the Contractor’s Subcontractors; and (C) other property at the Site or adjacent thereto such as trees, shrubs, lawns, walks, pavement, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. The Contractor shall give notices and comply with Legal Requirements, ordinances, rules, regulations, and lawful orders of Governmental Authorities bearing on the safety of persons or property or their protection from damage, injury, or loss.
(d) Contractor shall erect and maintain, as required by existing conditions and performance of the contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying owners and users of adjacent sites and utilities.
(e) Contractor shall have mandatory pre-job safety briefing for all employees and Subcontractor employees on their first day on site. Hard hat stickers shall be issued as a proof of briefing attendance.
(f) Safety meetings will be held once a week during construction with all Contractor employees and Subcontractors employees attending. Printed names will be taken of those attending the meeting. No individual will start work on the Site without having attended a safety briefing on the dangers and protocols of the Site. Records of this training will be kept and provided to Owner. No individual will operate a piece of equipment on which they have not had certification training. Certification shall be carried on the operator at all times. (g) When use or storage of explosives, other hazardous materials or equipment, or unusual methods are necessary for execution of the work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. The Contractor shall notify the Owner any time that explosives or hazardous materials are expected to be stored on Site.

Location of storage shall be coordinated with the Owner and local fire authorities. (h) Pursuant to Labor Code section 6705, if the Contract Price exceeds $25,000 and involves the excavation of any trench or trenches five (5) feet or more in depth, the Contractor shall, in advance of excavation, submit to the Owner or a registered civil or structural engineer employed by the Owner a detailed plan showing the design of shoring for protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards established by the Safety Plan, the plan shall be prepared by a registered civil or structural engineer, but in no case shall such plan be less effective than that required by the Safety Plan or Applicable Law. Pursuant to Labor Code section 6705, nothing in this Article shall impose tort liability upon the Owner or any of its employees.

2.14 Protection of Work and Property Contractor and Subcontractors shall continuously protect and secure the Work, materials and Equipment, the Owner’s property, and the property of others, from damage, injury, or loss arising in connection with operations under the Contract DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 394
26 Documents. The Contractor and Subcontractors shall make good any such damage, injury, or loss, except such as may be solely due to, or caused by, agents or employees of the Owner. The following shall apply to the protection of Work and property:
(a) Contractor shall at all times comply with the requirements of the Project Owner Requirements, Legal Requirements and the Safety Plan with respect to the use, occupancy and condition of the Site, including the location and maintenance of storage and laydown areas used by Contractor.
(b) Contractor will be responsible for all storage and receiving of all freight at the Project Site(s) in a secure manner to be approved by Owner, such approval not to be unreasonably withheld or delayed.
(c) If the Project is in whole or in part ground mounted, or materials shall be stored on-site during construction, prior to the arrival of equipment and materials at the Project Site(s), Contractor shall install a fenced secured area and provide 24-hour security for the storage of such Equipment and materials, such secured area to be approved by Owner, such approval not to be unreasonably withheld or delayed.
(d) Notwithstanding Government Code section 4215, and to the fullest extent allowed by law, Contractor shall be responsible to remove, relocate, and protect utilities located on each Project Site at the time of commencement of construction under the Agreement with respect to any such utility facilities that Owner has not identified, whether or not set forth in the Drawings and Specifications. Contractor may be assessed Liquidated Damages in accordance the Contract Documents for delay in completion of the Project caused by Contractor’s failure to timely remove or relocate such utility facilities. This Section shall not be construed to preclude assessment against Contractor for any other delays in completion of the work on the Project. Contractor shall be solely responsible to timely notify all public and private utilities serving the affected Project Site before commencing work on the Project Site. Contractor shall notify and receive clearance from any cooperative agency, such as Underground Service Alert, in accordance with Government Code section 4216, et seq. Contractor shall promptly provide a copy of all such notifications to Owner or its designated representative.
(e) The Contractor and the Subcontractors shall use only those ingress and egress routes designated by the Owner, observe the boundaries of the Site designated by the Owner, park only in those areas designated by the Owner, which areas may be on or off the Site, and comply with any parking control program established by the Owner such as furnishing license plate information and placing identifying stickers on vehicles.
(f) The Contractor shall keep the Site and surrounding area free from accumulation of waste material or rubbish caused by operations under the Agreement. The Site shall be maintained in a safe, neat, and orderly condition. If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so, without prior notice to the Contractor and the cost thereof shall be invoiced to the Contractor and withheld from Progress Payments and/or retention. Upon completion of the Project, Contractor and Subcontractor shall dismantle temporary structures, if any, and remove from the Site all construction and installation equipment, fences, scaffolding, surplus materials, rubbish, and supplies belonging to Contractor or Subcontractor.

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27 2.15 Emergencies In an emergency affecting the safety of persons or property, the Contractor shall take any action necessary, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.8 and requested in accordance with Section 2.17. The Contractor shall promptly report in writing to the Owner all accidents arising out of or in connection with the Work, which caused death, personal injury, or property damage, giving full details, and statements of any witnesses. In addition, if death, serious personal injuries, or serious property damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner.

2.16 Hazardous Materials In the event the Contractor encounters or suspects the presence on the Site of material reasonably believed to be asbestos, polychlorinated biphenyl (PCB), or any other material defined as being hazardous by section 25249.5 of the California Health and Safety Code, which has not been rendered harmless, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner in writing, whether or not such material was generated by the Contractor or the Owner. To the extent Owner is aware of the presence of any hazardous waste at any Site, Owner shall be responsible for informing Contractor of the location of such hazardous waste and shall bear responsibility for reasonable damages for personal injury or property damage caused by its failure to disclose the presence of such hazardous waste known to it to Contractor.

2.17 Changes and Extra Work
(a) Based upon the services Contractor will have provided in preparing its response to Owner’s request for proposals for the Work, and Contractor’s duties and responsibilities regarding the engineering and design of the Project, Contractor and Owner intend and expect that Contractor will not submit any Change Order requests during the construction of the Project based upon alleged errors or omissions in the Engineering Documents for the Project. Rather, the parties intend and expect that Change Order requests will only be submitted for Owner-requested changes in the Scope of Work of the Project, errors and omissions in any Owner provided plans and specifications, or for changes in the work of the Project due to unforeseen conditions of the Site, all in accordance with this Agreement and the Contract Documents of the Project.
(b) Notwithstanding any other provision of this Agreement or the Contract Documents, in the event a Change Order is caused by, or necessitated as a result of wrongful acts or omissions on the part Contractor, or as a result of any errors or omissions in the Engineering Documents for the Project or the Owner otherwise incurs costs or damages as a result of wrongful acts or omissions on the part Contractor, or as a result of any errors or omissions in the plans, specifications, Drawings, or designs for the Project, the Contractor shall be responsible for the cost of the following:
(i) The costs of all engineering, design, labor, and materials necessary to fully correct the wrongful acts or omissions on the part of Contractor, or the error or omission in the Engineering Documents for the Project;
(ii) Any other costs or damages which the Owner incurs as a result of wrongful acts or omissions on the part Contractor, or of errors or omissions in the Engineering Documents for the Project, including but not limited to any delay damages the Owner incurs; and
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28 (iii) The costs of any third-party engineer, contractor or consultant that the Owner, in the Owner’s sole discretion, must retain or consult with to ensure the proper rectification of wrongful acts or omissions on the part of Contractor, or of errors or omissions in the Engineering Documents for the Project.

The Owner may seek reimbursement for any amount which exceeds any retention of the Agreement amount at the time of collection. When Owner so backcharges and withholds, upon Contractor’s request Owner and Contractor shall meet and confer in good faith in an effort to reach agreement on (a) whether a wrongful act or omission occurred or whether there was an error or omission in the Engineering Documents for the Project, (b) whether it caused the Change Order expense, (c) what damages have been incurred by Owner, and (d) what portion of the damages are attributable to Contractor as described above. If Owner and Contractor do not reach agreement on all four of these items when meeting and conferring, then either Owner or Contractor can initiate a court action to resolve the dispute.
(c) Owner reserves the right to make such alterations, deviations, additions to, or deletions from the Engineering Documents, as may be deemed by the Owner to be necessary or advisable for the proper completion or construction of the Work contemplated, and the right to require Contractor to perform such work. There shall be no change whatsoever in the Engineering Documents, or in the Work without an executed Change Order, Construction Change Directive, or order by the Owner for a minor change in the Work as herein provided. Owner shall not be liable for the cost of any extra work or any substitutions, changes, additions, omissions, or deviations from the Engineering Documents unless the same shall have been authorized by and the cost thereof approved in writing by Change Order or executed Construction Change Directive. (d) A Supplemental Instruction (SI) can order changes in the work that does not affect the Contract Price and/or Project Schedule. A SI can be made in a Request for Information response by issuing a formal SI document or by written letter from the Owner. (e) All Requests for Information should be substantially in the form of Exhibit G and shall reference all the applicable Contract Documents including specification section, detail, page numbers, drawing numbers, and sheet numbers, etc. The Contractor shall make suggestions and/or interpretations of the issue raised by the RFI. An RFI cannot modify the Contract Price, Project Schedule, or the Contract Documents. Prior to issuing an RFI the Contractor, Subcontractor, material suppliers and the like shall thoroughly review the Contract Documents and refer to all reference standards for the information sought. The Owner and Contractor agree that an adequate time period for the Owner to respond to an RFI is generally fourteen (14) Days after the Owner’s receipt of an RFI, unless the Owner and Contractor agree otherwise in writing. However, in all cases, the Owner shall take such time, whether more or less than 14 Days, as is necessary in the professional judgment of Owner and the Owner’s representatives to permit adequate review and evaluation of the RFI. The Contractor shall be invoiced by the Owner for any costs incurred for professional services, which shall be withheld from progress payments and/or retention, if an RFI requests an interpretation or decision of a matter where the information sought is equally available to the party making such request. The Contractor shall make efforts to coordinate the work in a timely fashion, so as to alleviate priority RFI’s. If the RFI is considered a priority, the Contractor shall state the word “Priority” on the document, and the Contractor shall provide weekly RFI Priority Schedules. (f) The RFI Priority Schedule shall include a listing of pending requests, including the most current request, and rank the RFI’s in order of priority. The Owner shall endeavor to respect DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 397
29 the Contractor’s requested order of priorities and requested response dates. The Owner’s response to the RFI shall be considered a Supplemental Instruction (“SI”) in which the Contract Price and/or Project Schedule is not altered. If the RFI response alters the Contract Price and/or Project Schedule, a Change Order may be issued for the changed condition(s). (g) The Owner will have authority to order minor changes in the Work provided that there is: (i) no adjustment in the Contract Price, (ii) no extension of the Project Schedule, or (iii) any other change which is inconsistent with the intent of the Contract Documents. Such changes shall be effected by written Change Order and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. (h) To request a Change Order, Owner or Contractor shall prepare and submit a draft Change Order in the form of Exhibit H for review by the other Party. (i) Each Change Order request, whether proposed by Contractor or Owner, shall include: (i) a detailed statement of the reason for and a description of the change; (ii) the estimated price of the proposed change, including the proposed change in the Contract Price and any costs or savings for carrying out the change including a complete itemized cost breakdown of all labor and material showing actual quantities, hours, unit prices, wage rates, required for the change; (ii) the projected effect of such proposed change on the Project Schedule including the relevant scheduled completion dates and deadlines; (iii) the projected effect of such proposed change on Contractor’s ability to comply with any of its obligations hereunder, including the Warranties, Target Annual Energy Production and Price and Performance Ratios (iv) and shall be accompanied by supporting documentation necessary to evidence the costs or savings and schedule adjustments requested therein. (j) When the Contractor is requesting a Change Order, notice thereof must be provided to the Owner within ten (10) Days after the occurrence of the event giving rise to the claim.

This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Contractor shall proceed in accordance with Section 2.15 hereof. No notice shall be considered unless made in accordance with this Section; however, the mere presentation of such claim shall not establish the validity of the cause giving rise to such claim, or of the extension of the Project Schedule, and/or the increase in the Contract Price.

Contractor shall proceed to execute the Work even though the adjustment has not been agreed upon.

Any change in the Contract Price or extension of the Project Schedule resulting from such claim shall be authorized by a Change Order.
(k) Within ten (10) Days after receipt of a Change Order request from Contractor or Owner, the receiving Party shall either (i) accept such Change Order request by execution thereof and deliver an executed copy to the initiating Party or (ii) reject such Change Order request and provide appropriate written explanation of the reasons therefor (which may include a request for additional information, documentation or cost detail).
(l) The amount of the increase or decrease in the Contract Price resulting from a Change Order, if any, shall be determined in one or more of the following ways as applicable to a specific situation: (A) Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; (B) unit prices stated in the Contractor’s original bid, the Contract Documents, or subsequently agreed upon between the Owner and the Contractor; (C) cost to be determined in a manner agreed upon by the Parties and a mutually acceptable fixed or percentage fee; or (D) by cost of material and labor and percentage of overhead and profit in accordance with the DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 398
30 rates specified in the Schedule of Values, Exhibit E. Contractor and Subcontractors may mark up their own work by 5% for overhead, bond and insurance premiums, and profit. Contractor may mark up a Subcontractor’s total costs by 5%. It is expressly understood that the value of such extra work or changes, as determined by any of the aforementioned methods, expressly includes any and all of Contractor's costs and expenses, both direct and indirect, resulting from additional time required on the Project or resulting from delay to the Project. Any costs or expenses not included are deemed waived. For purposes of determining the cost, if any, of any change, addition, or omission to the Project, all trade discounts, rebates, refunds, and all returns from the sale of surplus materials and equipment shall accrue and be credited to Contractor, and Contractor shall make provisions so that such discounts, rebates, refunds, and returns may be secured, and the amount thereof shall be allowed as a reduction of Contractor's cost in determining the actual cost of construction for purposes of any change, addition, or omissions in the Project as provided herein. (m) The Owner may by means of a Construction Change Directive (CCD), without invalidating the Agreement, order changes in the Work within the general scope of the Agreement consisting of additions, deletions, or other revisions, with the Contract Price and Project Schedule being adjusted accordingly. A CCD shall be used in the absence of agreement on the terms of a Change Order.
(n) With respect to portions of the Work performed by COs and CCDs on a timeand-materials, unit-cost, or similar basis, the Contractor shall keep and maintain cost-accounting records satisfactory to the Owner, which shall be available to the Owner on the same terms as any other books and records the Contractor is required to maintain under the Contract Documents. (o) A Request for Proposal issued by the Owner shall contain adequate information, including any necessary Drawings and specifications, to enable Contractor to provide the cost breakdowns required by Section 2.17(l). The Contractor shall not be entitled to any additional compensation for preparing a response to a Request for Proposal, whether ultimately accepted or not.

2.18 System Manuals and Drawings
(a) Submittal Contractor shall obtain and shall submit to Owner all required Engineering Documents and Samples in accordance with the Project Schedule and as required in the Contract Documents with such promptness as to cause no delay in its own Work or in that of any other contractor. Owner shall have the right, but not the obligation, to review all Engineering Documents and may direct Contractor to make such changes to the design and engineering of the Project as Owner reasonably believes are necessary and as are requested within a reasonable time after the Engineering Documents are submitted, so long as any such changes are within the Scope of Work (or, if not, a Change Order has been executed with respect to such changes), provided however, that no such review or requested changed shall impose any liability on Owner (other than to make payment in accordance with any applicable Change Order) or relieve Contractor of any of its responsibility for the design, engineering and performance of the Project as provided in this Agreement. Any submission, which in Owner’s opinion is incomplete, contains numerous errors, or has been checked only superficially by Contractor, will be returned unviewed by the Owner for resubmission by the Contractor. Contractor shall not commence any portion of the Work requiring an Engineering Document or Sample submission until the Owner has approved the submission. (b) Samples Where Samples are requested by the Owner, and Work is approved based on the Samples, all Work shall be in accordance with the approved Samples.

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31 (c) Extent of Review In reviewing Engineering Documents, the Owner will not verify dimensions and field conditions. The Owner will review and approve Engineering Documents, product data, and Samples for aesthetics and for conformance with the design concept of the Work and the information given in the Contract Documents. The Owner’s review shall not relieve the Contractor from responsibility for any deviations from the requirements of the Contract Documents unless the Owner has given specific written approval. Contractor and Subcontractors shall be solely responsible for determining any quantities, whether or not shown on the Engineering Documents. (d) Substitution Unless the Contract Documents state that no substitution is permitted, whenever in the Contract Documents any specific brand or trade name is specified such specification shall be deemed to be followed by the words “or equal.” The Owner may consider an untimely substitution request if the product specified is no longer commercially available. (e) Project Manual A Project Manual shall be assembled by Contractor and provided to Owner as a requirement for achieving Final Completion. (f) Documents and Samples at the Site The Contractor shall maintain at the Site for the Owner one applicable copy of Titles 19 and 24 and a record copy of the Drawings, specifications, Addenda, Change Orders, and other modifications, in good order and marked currently to record changes and selections made during construction. In addition, the Contractor shall maintain at the Site approved Shop Drawings, Engineering Documents, Samples, and similar required submittals.

2.19 Warranties
(a) Contractor Warranties Contractor warrants that, throughout and until the end of the Warranty Period:
(i) The Project will be designed, engineered and constructed to satisfy all applicable Legal Requirements, the requirements of the Utility, the requirements of the Contract Documents, and all descriptions set forth herein, applicable construction codes and standards and all other requirements of this Agreement, and to produce a fully functional Project that is capable of operating free of major defects, assuming customary operation and maintenance.
(ii) All Equipment installed as part of the ECMs shall conform in all respects to the requirements of the Contract Documents, Legal Requirements, the requirements of the Owner, the Utility and all other requirements of this Agreement and shall be new, unused (unless otherwise mutually agreed in writing) and undamaged at the time it is put into service upon, and will be installed in accordance with the Equipment Documentation (including all requirements necessary to preserve and maintain in effect any and all Equipment Warranties) and all Equipment Warranties are in effect.
(iii) The Work, including all workmanship and materials incorporated therein, will be of suitable grade of their respective kinds for their intended use as specified herein, will be free from defects in design, engineering, materials, construction, and workmanship, and shall conform in all respects with all Legal Requirements, the requirements of the Utility, requirements of the Owner, the requirements of the Contract Documents, and all descriptions set forth herein, applicable construction codes and standards and all other requirements of this Agreement;
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32 (b) Subcontractor and Supplier Warranties Contractor shall, for the protection of Owner, use commercially reasonable efforts to obtain from all Suppliers and Subcontractors from which Contractor procures machinery, equipment or materials or services, warranties and guarantees with respect to such machinery, equipment, materials or services, which shall be made available to Owner to the full extent of the terms thereof. At all times during performance of Work under the Contract Documents Contractor shall perform the Work in a manner consistent with all such warranties and shall not perform any actions that may violate or void such warranties. Contractor shall assign all remaining Equipment Warranties to the Owner upon expiration of the Warranty Period.

Contractor shall deliver to Owner promptly following execution or receipt of the applicable agreement copies of all warranties and guarantees received from any Subcontractor or Suppliers, together with copies of such agreements (redacting confidential information as required thereunder). (c) Independent Warranties Contractor’s Warranties under Section 2.19(a) are separate and independent of one another. Contractor’s failure to meet any of the foregoing warranties shall be deemed a breach of the Warranties.
(d) Warranty Period. Contractor shall remedy any breach of the Warranties set forth in this Section 2.19(a) occurring during the period commencing on the Installation Date and ending on the date that is two (2) years after the Installation Date (the “Warranty Period”). (e) Remedies
(i) If any Warranty set forth in Section 2.19(a) is breached or a defect or deficiency is discovered during the Warranty Period, Contractor shall, upon notice from Owner of a Warranty claim prior to the expiration of the Warranty Period, at Contractor’s sole option, re-perform, repair, replace and/or correct the applicable Work and resulting damage to the System caused by such defective Work on a reasonably expedited basis while minimizing any impact of the failure on the availability, output and functionality of the System. Contractor shall have reasonable access to the System as necessary to perform its Warranty obligations hereunder. All costs of or incidental to Contractor’s performance of its Warranty obligations shall be borne by Contractor, including, where required, revising or re-engineering any deficient systems, the removal, replacement and reinstallation of all equipment necessary to gain access to defective Work, the repair of any and all damage to any part of the System or the Site, and the cost of conducting all tests to confirm that all necessary corrective action has occurred. If the Project Warranties failure has the effect of voiding any Equipment Warranty, then Contractor will at its own expense correct and condition as required in order to ensure that the Equipment Warranty is reinstated by the manufacturer on such item, or that a replacement item with full Equipment Warranty is provided and installed. (ii) Should Contractor fail to begin to perform such necessary repairs, replacement, or correction within ten (10) Days of notice of a Warranty claim or such shorter period as necessary in the event of an emergency (but not less than twenty-four (24) hours) and thereafter diligently pursue such correction, Owner shall have the right to perform such repair, replacement or correction, and Contractor shall be liable for all reasonable costs, charges and expenses incurred by Owner in connection with such repair or replacement and shall forthwith pay to Owner an amount equal to such costs, charges and expenses upon receipt of invoices certified by Owner. Owner’s action in correcting defects in accordance with this Section shall not void Contractor’s Warranty obligations hereunder, except in the case of DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 401
33 Owner’s or it agent’s (other than Contractor or any Subcontractor) gross negligence or willful misconduct.
(f) Warranty Exclusions. The Warranty obligations of Contractor do not extend to Work that is damaged by (i) the gross negligence or willful misconduct of Owner (ii) the failure of Owner to maintain and operate the Equipment materially in accordance with all instructions, practices and procedures of which Owner has been advised in writing by Contractor (except if such failure is caused by Contractor or any Subcontractor), (iii) normal wear and tear or Force Majeure Events not caused by Contractor or any Subcontractor or a defect or deficiency in the Work or (iv) any alteration, repair or replacement made by a Person other than Contractor or any Subcontractor without the prior written approval of Contractor (excluding alterations, repairs or replacements made pursuant to Section 2.19(e)), except in the case of Owner’s or its agent’s (other than Contractor or any Subcontractor) gross negligence or willful misconduct in the performance thereof) or contrary to instructions from Contractor; provided that Contractor’s Warranty obligations shall continue for all but the portion of the Work so altered.

2.20 Insurance
(a) Required Coverage At all times commencing no later than commencement of the Work and to remain in effect for the entire term of this Agreement including any extensions of time, Contractor shall, at its expense, obtain and maintain, and shall cause its Subcontractors to obtain and maintain, with insurers of recognized responsibility authorized to do business in the California as admitted carriers having a rating not lower than “A” as rated by A.M. Best Company, Inc. or other independent rating companies, the following insurance which shall include the minimum coverages and limits set forth below:
(i) Commercial General Liability Insurance Commercial general liability insurance on an “occurrence” basis arising out of claims for bodily injury (including death) and property damage, as will protect the Contractor, which may arise out of or result from the Contractor’s operations under the Agreement and for which the Contractor may be legally liable, whether such operations are by the Contractor, by a Subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable.

Such insurance shall protect the Contractor and Owner against loss from liability imposed for damages (1) on account of bodily or personal injuries, including death, disease and sickness, accidentally suffered or alleged to have been suffered by any person or persons that may be caused directly or indirectly by the performance of this Agreement, and (2) on account of injury to or destruction of property, including the resultant loss of use of the Project or other Owner facilities or equipment, resulting from acts of commission or omission by the Contractor, or otherwise resulting directly or indirectly from the Contractor’s operations in the performance of this Agreement. This insurance shall be subject to the approval of Owner, and Owner’s approval shall not be unreasonably withheld and shall be in amounts not less than Two Million Dollars ($2,000,000 general aggregate, One Million Dollars ($1,000,000) personal and advertising injury aggregate, with a per occurrence limit of One Million Dollars ($1,000,000) (total limits required may be satisfied with an excess or umbrella policy). The comprehensive or commercial general liability policy shall also include a severability of interest clause and cross liability if the policy has multiple insureds. The aggregate limit shall apply on a “per project” basis. The policy shall stipulate that the insurance afforded the additional insureds shall apply as primary insurance and that any other insurance carried by DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 402
34 Owner or other Persons identified in this Agreement will be excess only and will not contribute with this insurance;
(ii) Automobile Liability. Automobile liability insurance, for Contractor’s liability arising out of claims for bodily injury and property damage covering all owned (if any), non-owned, leased, hired or borrowed automobiles of Contractor, including loading and unloading, with a minimum limit of not less than $1,000,000 per accident for combined bodily injury and property damage and containing appropriate no-fault insurance provisions or other endorsements in accordance with Applicable Law;
(iii) Worker’s Compensation Insurance All engineers, experts, Consultants and Subcontractors the Contractor intends to employ shall have taken out workers’ compensation insurance with an insurance carrier satisfactory to the Owner for all persons whom they may employ in carrying out the work contemplated under this Agreement in accordance with the Workers’ Compensation Laws of the State of California. If the Contractor employs any engineer, expert, Consultant or Subcontractor which it did not intend to employ prior to commencement of services, it must furnish such proof of workers’ compensation insurance to the Owner immediately upon employment. If the Contractor is self-insured, the Contractor shall furnish a Certificate of Permission to Self-Insure and a Certificate of SelfInsurance satisfactory to the Owner. (iv) Employer’s Liability Insurance All engineers, experts, Consultants and Subcontractors the Contractor intends to employ shall have taken out employer’s liability insurance with an insurance carrier satisfactory to the Owner. During the course of Contractor’s services, if Contractor ever intends to employ additional or different Engineers, experts, Consultants or Subcontractors, before so employing them Contractor shall furnish such satisfactory proof of insurance to the Owner. If the Contractor is self-insured, the Contractor shall furnish a Certificate of Permission to Self-Insure and a Certificate of SelfInsurance satisfactory to the Owner. (v) Errors and Omissions Insurance Errors and omissions insurance on a claims made basis with limits of at least One Million Dollars ($1,000,000) with a deductible or self-insured retention in an amount not to exceed the sum of One Hundred Thousand Dollars ($100,000), and Contractor will maintain such coverage for a period of five (5) years following the Final Completion Date.
(vi) Builder’s All-Risk Contractor shall maintain Builder’s Risk/Course-ofConstruction insurance, issued on a completed value basis on all insurable Work included under the Contract Documents. This insurance shall be subject to the approval of Owner, and Owner’s approval shall not be unreasonably withheld. This insurance shall insure against all risks, including but not limited to the following perils: vandalism, theft, malicious mischief, fire, sprinkler leakage, civil authority, sonic boom, explosion, collapse, flood, wind, hail, lightning, smoke, riot or civil commotion, debris removal (including demolition) and reasonable compensation for the Owner’s costs and expenses required as a result of such insured loss. This insurance shall provide coverage in an amount not less than the full cost to repair, replace, or reconstruct the Work. Such insurance shall include the Owner, the Owner’s designated representative, and any other person or entity with an insurable interest in the Work as an additional named insured.

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35 (vii) Other Insurance Contractor shall provide all other insurance required to be maintained under Applicable Laws, ordinances, rules, and regulations. Such insurance shall be subject to the approval of Owner, and Owner’s approval shall not be unreasonably withheld.
(b) Consultants If not covered by Contractor’s coverage, each of Contractor’s Consultants shall carry coverage and limits proportionate to each such Consultant’s scope of work, and Contractor shall include such provisions in its contracts with them. If any policy carried by any of the Consultants offers 50% or less of the limits required of the Contractor hereunder for an analogous policy, the Contractor shall notify the Owner of the proposed coverage to be carried by such Consultant, and the Owner shall have the right in its reasonable discretion to approve or reject the proposed coverage in each such case.
(c) Occupancy Owner may partially or fully occupy and/or use the Project before acceptance of the entire Project by the Owner. All of Contractor’s required insurance must allow such occupancy and/or use without prior consent from insurer. (d) Additional Insured; Primary and Non-Contributory; Waiver of Subrogation The Contractor shall name the Owner and the Owner’s designated representative as additional insureds on Contractor’s commercial general liability (using ISO CG 20 10 and CG 20 37 or exact equivalents), automobile liability, and excess/umbrella policies. The additional insured endorsement(s) included on all such insurance policies shall state that coverage is afforded the additional insured with respect to claims arising out of operations performed by or on behalf of the insured. If the additional insureds have other insurance which is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer’s liability shall not be reduced by the existence of such other insurance. The coverage provided the additional insureds on Contractor’s commercial general liability, automobile liability, and excess/umbrella policies shall apply on a primary and non-contributory basis. The Contractor’s commercial general liability, automobile liability, excess/umbrella, and workers’ compensation/employer’s liability policies shall be endorsed to include a waiver of subrogation in favor of Owner and the Owner’s designated representatives. Any excess/umbrella policies provided by Contractor shall include a follow form endorsement or schedule of underlying coverage showing that such policies sit in excess of and shall follow the form of the underlying policies set forth herein, which Contractor intends the excess/umbrella policy to supplement.
(e) Proof of Carriage of Insurance The Contractor shall not commence Work nor shall it allow any Subcontractor or Consultant to commence Work under this Agreement until all required insurance certificates, additional insured endorsements and declarations pages have been obtained for the period covered by this Agreement and delivered in duplicate to the Owner for approval, and such approval shall not be unreasonably withheld. (f) Notice of Cancellation or Non-Renewal The Contractor shall provide or shall obligate its insurance carriers or brokers/representatives to provide for thirty (30) Days written notice to the Owner of cancellation.
(g) Project Schedule Changes At the time of making application for any extension of time pursuant to the Contract Documents, Contractor shall submit evidence that insurance policies will be in effect during the requested additional period of time.

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36 (h) Compliance If the Contractor fails to maintain such insurance or fails to cure any defects in coverage required herein within five (5) Days of receiving written notice of the defect(s), the Owner may, but shall not be required to, take out such insurance to cover any damages accrued for which the Owner might be held liable on account of the Contractor’s failure to pay such damages, and deduct and retain the amount of the premiums from any sums due the Contractor under this Agreement.
(i) No Limitation of Liability; Subcontractors and Consultant Obligations Nothing contained in this Agreement shall be construed as limiting, in any way, the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s operations. Each of Contractor’s Consultants and Subcontractors shall comply with all insurance obligations under this Section, and Contractor shall include such provisions in its contracts with them.

2.21 Performance and Payment Bonds Unless otherwise specified in the Contract Documents, prior to commencing any portion of the Work, the Contractor shall apply for and furnish Owner a separate Payment Bond in substantially the same form as Exhibit K and Performance Bond in substantially the same form as Exhibit L for the Work which shall cover 100% faithful performance of and payment of all obligations arising under the Contract Documents and guaranteeing the payment in full of all claims for labor performed and materials supplied for the Work. Only bonds executed by admitted Surety insurers as defined in Code of Civil Procedure section 995.120 shall be accepted.

The surety insurers must, unless otherwise agreed to by Owner in writing, at the time of issuance of the bonds, have a rating not lower than “A” as rated by A.M. Best Company, Inc. or other independent rating companies. Owner reserves the right to approve or reject the surety insurers selected by Contractor and to require Contractor to obtain bonds from surety insurers satisfactory to the Owner.

Notwithstanding anything to the contrary in the Contract Documents, the liability of the surety on the performance bond will cease two (2) years after the Final Completion Date. Any warranty or guarantee required of Contractor by the Contract Documents shall be the sole obligation of Contractor after termination of the surety's performance bond liability. The liability of the surety on the payment bond shall continue only so long as required by law. Any guarantee of performance hereunder shall not be deemed to be covered by the terms of the Payment Bond or the Performance Bond.

2.22 Owner’s Right to Stop the Work If the Contractor fails to correct Work, which is not in accordance with the requirements of the Contract Documents, or persistently fails to carry out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop the Work or any portion thereof, until the cause for such order has been eliminated.

2.23 Owner’s Right To Carry Out The Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails (within a thirty-Day period after receipt of written notice or the time period expressly stated in the written notice from the Owner) to commence and continue correction of such default or neglect with diligence and promptness, the Owner may correct such deficiencies by whatever reasonable method the Owner may deem expedient without prejudice to other remedies the Owner may have, and may withhold for the cost of such correction from any sums due the Contractor under this Agreement.

ARTICLE THREE

3. PRICE AND PAYMENT
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37 3.1 Contract Price As full and complete compensation for Contractor’s obligations under the Contract Documents, Owner shall pay to Contractor in installments in accordance with the Progress Payment Milestones as specified in Section 3.9, and Contractor shall accept as payment in full by Owner for the delivery of the Project and its other obligations under the Contract Documents, the Contract Price and as may only be adjusted by Change Orders in accordance with the provisions of this Agreement. Except as otherwise provided in this Agreement, the Contractor shall assume the risk of all costs in excess of the Contract Price in the performance the Work and to provide a fully completed and successfully operational Project, complete in every detail according to the provisions of the Contract Documents and shall not be entitled to additional payments because of such excess costs. Should the Contractor believe that it is entitled to additional compensation, whether money or time, it must request such compensation pursuant to the Section 2.17 for Change Orders and Section

6.7 for Claims.

3.2 Allowances The Contractor shall include in the Contract Price all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against whom the Contractor makes reasonable and timely objection.

3.3 Material Storage If payments are to be made for materials and equipment that are not incorporated in the Work on the Project but delivered and suitably stored at a Project Site or at some other location agreed upon in writing by Owner, the payments shall be conditioned upon submission by Contractor, Subcontractor, or Supplier of bills of sale or such other documents satisfactory to Owner to establish Owner’s title to such materials or equipment free of all liens and encumbrances, and otherwise protect Owner’s interest, including, without limitation, provision of applicable insurance and transportation to the Project Site. All stored items shall be inventoried, specified by identification numbers (if applicable), released to Owner by the sureties and Subcontractors, and, if stored off the Project Site, stored only in a bonded warehouse.

3.4 Retention The Owner shall, at Contractor’s discretion, either retain an amount equal to 5% of each Progress Payment, or, in lieu of said retention, offer to enter into an Escrow Agreement for Security Deposits in Lieu of Retention (“Escrow Agreement”) with Contractor, in the form attached as Exhibit M, as set forth in California Public Contract Code section 22300. Release of the retention or funds deposited with Escrow Agent (“Escrow Funds”) pursuant to an Escrow Agreement between the parties, and the final Progress Payment shall be made in the manner described in Section Error! Reference source not found..

3.5 Payment Schedule The Progress Payment Milestones defined in Section 3.9 shall be used as the basis for preparation of progress invoices. Subject to Section 3.9 and except as provided in the Agreement, Owner shall pay to Contractor the applicable Progress Payment set forth in the Progress Payment Milestones (on a per Site basis where applicable) when:
(i) Contractor has completed the Work associated with such payment in accordance with the Progress Payment Milestones;
(ii) Following submittal of the supporting documentation required by Section 3.9 for the respective Progress Payment Milestones to the satisfaction of the Owner; (iii) Following submittal of an Application for Payment; and DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 406
38 (iv) Subject to Retention as provided in Section 0.

Contractor shall be entitled to payment and in the amount specified for each Progress Payment Milestone.

3.6 Application for Payment Except as provided in Section 3.5, Contractor shall submit to Owner an invoice (an “Application for Payment”), substantially in the form of Exhibit I, requesting payment five (5) Business Days prior the anticipated achievement of a Progress Payment Milestone.

Together with each Application for Payment, Contractor shall deliver (i) an updated progress schedule in respect of the Work (as compared to the Project Schedule); (ii) a monthly progress report; and (iii) any other supporting documentation that Owner may reasonably request. Each monthly progress report shall be certified by Contractor as being true and correct as of the date of such Application for Payment. The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.

3.7 Review Of Progress Payment The Owner will, within seven (7) Days after receipt of the Contractor’s Application for Payment, either approve such payment or notify the Contractor in writing of the Owner’s reasons for withholding approval in whole or in part. The review of the Contractor’s Application for Payment by the Owner is based on the Owner’s observations at the Site and the data comprising the Application for Payment whether the Work has progressed to the point indicated and whether, to the best of the Owner’s knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents. Owner will pay Contractor the amount Owner approves pursuant to Section 3.8 within thirty (30) after the Application for Payment was properly submitted.

3.8 Decisions to Withhold Payment The Owner may decide to withhold payment in whole, or in part, to the extent reasonably necessary to protect the Owner. In addition, the Owner may withhold payment, in whole, or in part, to such extent as may be necessary to protect the Owner from loss because of any acts or omissions by Contractor, including any rights to withhold mentioned in the Contract Documents.

3.9 Progress Payment Milestones Progress Payments shall be made in accordance with Public Contract Code section 20104.50. Owner shall pay the Contract Price to Contractor on a per Project Site basis on a monthly progressive billing schedule in accordance with the Schedule of Values (SOV).

3.10 Payments and Information to Subcontractors No later than seven (7) Days after Contractor receives payment from Owner, pursuant to Business and Professions Code section 7108.5, Contractor shall pay to each Subcontractor, out of the amount paid to Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to Contractor on account of such Subcontractor's portion of the Work. Contractor shall, by appropriate Subcontract with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in a similar manner. Owner has no obligation to pay, or to see to the payment of, money to a Subcontractor except as may otherwise be required by Applicable Law. Owner will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by Contractor, and action taken thereon by Owner, on account of portions of the work done by such Subcontractor.

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39 3.11 Waivers and Releases Within fifteen (15) Days after receipt of each progress payment and the Final Payment, Contractor shall provide (and shall cause its Suppliers and Subcontractors, and their Subcontractors to provide) to Owner an unconditional lien waiver and release (related to the Progress Payment as applicable) in a form substantially similar to the forms attached hereto as Exhibit N.

3.12 Progress Payment Terms The obligation of the Owner to pay Progress Payments hereunder shall constitute a current expense of the Owner and shall not in any way be construed to be a debt of the Owner in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the Owner, nor shall anything contained herein constitute a pledge of the general tax revenues, funds, or moneys of the Owner.

3.13 Completion of Work Upon receipt of the Contractor’s signed Final Completion Certificate, the Owner will make an inspection to determine whether the Work, or designated portion thereof, is complete. If the Owner’s inspection discloses any item which is not completed in accordance with the requirements of the Contract Documents, the Contractor shall, before Owner’s issuance of the signed Final Completion Certificate and the Final Payment, diligently complete or correct such item.

3.14 Partial Occupancy or Use Owner may occupy or use any completed or partially completed portion of the Work at any stage without accepting that Work and without waiving rights to claim damages as to that Work. The Owner and the Contractor shall agree in writing to the responsibilities assigned to each of them for payments, security, maintenance, heat, utilities, damage to the Work, insurance, the period for correction of the Work, and the commencement of warranties required by the Contract Documents.

3.15 Acceptance, Final Completion Certificate and Final Payment If the Owner’s representatives find the Work fully performed under the Contract Documents, they shall so notify Contractor, who shall then submit to the Owner its final Application for Payment. After the Owner’s representatives find the Work fully performed, the Owner’s governing body should accept the Work as fully complete. After completion, the Owner may record a Final Completion Certificate with the County Recorder in accordance with Civil Code section 9204. Contractor shall, upon receipt of Final Payment from Owner, pay the amounts due Subcontractors. Owner shall pay the retainage pursuant to Public Contract Code section 7107. Any application for Final Payment shall be accompanied by the same details required for regular progress payments. Acceptance of the Final Payment shall constitute a waiver of Claims except for those previously identified in writing and identified by that payee as unsettled at the time of final payment.

3.16 Substitution of Securities In accordance with section 22300 of the Public Contract Code, the Owner will permit the substitution of securities for any monies withheld by the Owner to ensure performance under the Agreement. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the Owner, or with a state or federally chartered bank as the escrow agent, who shall then pay such monies to the Contractor. Upon completion of the Agreement, the securities shall be returned to the Contractor. Securities eligible for investment under this Section shall include those listed in Government Code section 16430, bank or savings and loan certificates of deposit, interest-bearing, demand-deposit accounts, standby letters of credit, or any other security mutually agreed to by the Contractor and the Owner. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 408
40 interest thereon. Any escrow agreement used shall be substantially similar to the form set forth in Public Contract Code section 22300.

3.17 Taxes Contractor will pay all applicable Federal, State, and local taxes on all materials, labor, or services furnished by it, and all taxes arising out of its operations under the Contract Documents. Owner is exempt from Federal Excise Tax, and a Certificate of Exemption shall be provided upon request.

ARTICLE FOUR

4. COMMENCEMENT AND SCHEDULE

4.1 Project Schedule Time is of the essence in this Agreement, and, subject to the terms of the Contract Documents, the date for Final Completion of the Project shall be the Completion Date as set forth on the Cover Page, and Contractor shall design, install and commission the Project and perform all Work hereunder in accordance with the Project Schedule, Exhibit C. The Project Schedule shall be in the form of a tabulation, chart, or graph and shall be in sufficient detail to show the chronological relationship of all activities of the Project (on a per Site basis where applicable) including but not limited to all anticipated dates for achievement of the Project Phases including the issuance of the Notice to Proceed to Design, the anticipated dates for 60%, 90% and 100% Engineering Documents submittal including adequate time for Owner review where required by Section 4.2, the anticipated attainment of each Governmental Approval, the anticipated issuance of the Notice to Proceed to Procurement and Construction, the anticipated award and delivery dates of major pieces of Equipment, the start and completion dates for construction and testing and commissioning, and the Completion Date. The Project Schedule shall include early and late dates and reasonable float for each and shall clearly illustrate the critical path. The Project Schedule will separately identify those milestones or events that must be completed before other portions of the work can be accomplished. Float suppression techniques such as preferential sequencing, special lead/lag logic restraints, extended activity durations, or imposed dates shall be apportioned according to the benefit of the Project.

4.2 Project Phases And Notice to Proceed The date of commencement of the Work is the date established in the Notice to Proceed to Design delivered by the Owner. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for which the Contractor is responsible. The Work on the Project shall be performed in accordance with the Scope of Work, Exhibit A.

4.3 Hours of Work
(a) Sufficient Forces Contractors and Subcontractors shall furnish sufficient forces to ensure the prosecution of the Work in accordance with the Project Schedule. (b) Performance During Work Hours Work shall be performed during regular working hours except that in the event of an emergency or when required to complete the Work in accordance with job progress, Work may be performed outside of regular working hours with the advance written consent of the Owner.

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41 4.4 Progress and Completion Time limits stated in the Contract Documents are of the essence of the Agreement. By executing the Agreement the Contractor confirms that the Project Schedule is a reasonable period for performing the Work. The Contractor shall not knowingly, except by agreement or instruction of the Owner, in writing, commence operations on the Site or elsewhere prior to the effective date of insurance required by Section 2.20 to be furnished by the Contractor. The date of commencement of the Work shall not be changed by the effective date of such insurance. The Contractor shall proceed expeditiously with adequate forces and shall achieve Completion within the Project Schedule.

4.5 Contractor Schedules and Report Updates Contractor shall prepare and submit to Owner updated Project Schedules and progress reports on a regular basis (no less than monthly and in each case with the Contractor’s Application for Payment hereunder) in such detail as Owner may reasonable request as well as such other reports relating to the Work as Owner shall reasonably request from time to time. Contractor shall provide the Project Schedule, and updates and revisions thereto in electronic format as well as hard copy. The Project Schedule provided by Contractor shall not exceed time limits current under the Contract Documents and shall comply with all of the scheduling as required by the Contract Documents. In addition to any remedies that Owner may have, Contractor’s failure to provide proper Project Schedules as required by this Section may, at Owner’s sole discretion:
(a) constitute grounds to withhold, in whole or in part, Progress Payments to Contractor, or (b) constitute a breach of the Agreement entitling Owner to actual damages, in addition to any other remedies provided under Agreement, including, in Owner's discretion, termination of the Agreement pursuant to the terms hereof.

Contractor shall submit its daily logs for the monthly period with the updated schedule. Float is not for the exclusive use or benefit of either Party but it is a jointly owned expiring Project resource available to both Parties as needed to meet the Project Schedule.

4.6 Progress Meetings Unless otherwise stated in the Contract Documents and subject to change by Owner, the Parties shall meet at least biweekly during the performance of Contractor’s work to, among other things, review work performed to date and to be performed. Contractor shall organize the meeting, prepare, and distribute meeting notes. Minute notes shall be taken in satisfactory written form and include 3 week look-ahead schedule, RFI log, and Change Order log.

Meeting minutes shall be updated during the meeting and distributed at the end of the meeting and Owner shall have five (5) Business Days after Owner’s receipt of such minutes to object to them in writing and provide corrections in writing. A quorum of meeting attendees will be named at the first meeting. The named quorum shall be in attendance in all Project meetings.

4.7 Conformity with Project Schedule Contractor shall prosecute the Work, and shall cause each Subcontractor to prosecute the Work, so that the portion of the Work completed at any point in time shall be not less than as is required by the Project Schedule. If the rate of progress is such that the total amount of Work and/or the degree of completion of the Work accomplished by Contractor within any time period required by the Project Schedule and/or the Contract Documents is less than the amount therein specified to be completed within such time, and it reasonably appears that Contractor will be unable to complete any portion of the Work by the corresponding scheduled date or deadline, Contractor shall so notify Owner within seven (7) Days of Contractor’s knowledge of the delay, or Owner may notify Contractor of the same. Contractor shall, within seven (7) Days of Contractor’s knowledge of such delay or receipt of any such notice from Owner, submit a Recovery Plan to Owner. The Recovery Plan must include a revised schedule that would recover the lost time DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 410
42 and still complete the Work on the Project by the Completion Date. If Owner directs Contractor to implement the Recovery Plan, then Contractor shall do so immediately. If Owner, acting reasonably, does not agree that Contractor has demonstrated in the proposed Recovery Plan its ability to recapture lost time, meet interim milestones and complete the relevant portion of the Work by the applicable scheduled date or deadline, and the reasons therefor are not an Excusable Delay as outlined in Section

4.8(a), Owner may, without prejudice to any other right or remedies it may have, take one or more of the following actions: (a) require Contractor to employ such extraordinary measures as are necessary to bring the Work into conformity with the Project Schedule, including, without limitation, requiring Contractor to increase its work force, work overtime, and/or extra shifts (at Contractor’s sole cost and expense); and/or (b) withhold progress payments due under Section 3.9, or portions thereof, until such time as the Work is in conformity with the Project Schedule. . If the cause for Contractor’s inability to meet the Completion Date are as a result of an Excusable Delay as outlined in Section 4.8(a), then the terms of Section 4.8 shall dictate.

4.8 Extensions of Time – Liquidated Damages
(a) Excusable Delay The Contractor shall not be charged for liquidated damages, as set forth in the Agreement, because of any delays in completion of the Work due to Force Majeure, acts of the Owner or anyone employed by it, acts of another contractor in performance of a contract (other than this Agreement) with the Owner, or delays of Subcontractors due to Force Majeure (collectively “Excusable Delay”). Contractor has the burden of proving that any delay is excusable. (b) Notice by Contractor Required The Contractor shall within ten (10) Days of beginning of any Excusable Delay (unless Owner grants in writing a further period of time to file such notice prior to the date of final Progress Payment under the Agreement) notify the Owner in writing of causes of delay. Extensions of time shall apply only to that portion of the Work affected by the delay and shall not apply to other portions of the Work not so affected. The sole remedy of Contractor for extensions of time under Section 4.8(a) shall be an extension of the Project Schedule at no cost to the Owner.
(c) Conditions for Extension of Time If the Contractor is delayed at any time in progress of the Work by an act or neglect of the Owner, an employee of Owner, or of a separate contractor employed by the Owner, by changes ordered in the Work, by Force Majeure, unusual delay in deliveries, or unavoidable casualties, by delay authorized by the Owner pending arbitration, or by other causes which the Owner determines may justify delay, then the Project Schedule shall be extended by Change Order for such reasonable time as the Contractor may determine. Claims relating to time extensions shall be made in accordance with applicable provisions of Section 2.17. (d) Early Completion If Contractor submits a revised schedule showing an earlier completion date for the Project, Owner’s acceptance of this revised schedule shall not entitle Contractor to any additional compensation or Claim due to any such revised schedule. Regardless of the cause therefore, the Contractor may not maintain any Claim or cause of action against the Owner for damages incurred as a result of its failure or inability to complete the Work or the Project in a shorter period than established in the Contract Documents. (e) Liquidated Damages Subject to the limitation of liability specified in Section 6 below, if Contractor fails to cause Final Completion to occur on or prior to the Completion Date, as may be extended in accordance with the terms of this Agreement, Contractor shall pay Owner as its DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 411
43 sole and exclusive remedy therefore, as liquidated damages and not as a penalty, in an amount equal to the LD Rate (the “Liquidated Damages”).

The actual occurrence of damages and the actual amount of the damages which the Owner would suffer if the Work were not completed within the specified times set forth are dependent upon many circumstances and conditions which could prevail in various combinations and it is impracticable and extremely difficult to fix the actual damages. Damages that the Owner would suffer in the event of delay include, but are not limited to, loss of the use of the Project and each individual Site, and the energy savings afforded by the Project and each individual Site, disruption of activities, costs of administration, supervision and the loss suffered by the public.

Accordingly, the Parties agree that the following Dollar figures shall be the amount of damages which the Owner shall directly incur upon failure of the Contractor to cause Final Completion to occur on or prior to the Completion Date shall be the Dollar amount specified in Section F of the Cover Page for each Day by which the Work, or portion thereof, is delayed beyond the Completion Date multiplied by the total nameplate capacity for each Site or the Project, as applicable, that has not achieved Final Completion by the Completion Date (the “LD Rate”). For the avoidance of doubt, if Contractor fails to complete the Work at more than one Site within the time set forth above, Owner may assess liquidated damages cumulatively, taking into account all Sites at which Work has not been timely completed, but in no case shall liquidated damages assessed with respect to one Site be greater than the LD Rate calculated using the total nameplate capacity required by the Contract Documents to be installed at that Site and by the number of Days by which completion of the Work at that Site is delayed beyond the applicable Completion Date.

If the Contractor becomes liable under this Section, the Owner, in addition to all other remedies provided by law, shall have the right to withhold any and all retained percentages of payments, and to collect the interest thereon, which would otherwise be or become due the Contractor until the liability of the Contractor under this Section has been finally determined. If the retained percentage is not sufficient to discharge all liabilities of the Contractor incurred under this Section, the Contractor and its sureties shall continue to remain liable to the Owner for such liabilities until all such liabilities are satisfied in full.

If the Owner accepts any Work or makes any Progress Payment under this Agreement after a default by reason of delays, the payment or payments shall not constitute a waiver or modification of any Agreement provisions regarding time of completion and Liquidated Damages.

4.9 Government Approvals Contractor shall not be liable for any delays or damages related to the time required to obtain Government Approvals.

4.10 Delays Due to Project Site Activities Owner shall not be liable for any damages or compensation to Contractor resulting from, arising out of, or related to any delays caused by scheduled activities at Project Sites where Contractor was notified in writing of such scheduled activities prior to signing this Agreement, including Owner’s construction projects and other events which would require access to Project Site(s). Where Owner did not inform Contractor in writing of such scheduled activities, or required activities arise during the Project that were not scheduled prior to Agreement signing and that impact the Project Schedule, Contractor shall request reasonable additional time for the Project Schedule in accordance with Section 2.17.

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44 If any part of Contractor’s Work depends for proper execution or results upon work of any other contractor, the Contractor shall inspect and promptly report to Owner in writing any defects in such work that render it unsuitable for such proper execution and results. Contractor will be held liable for damages to Owner for that work which it failed to inspect or should have inspected. Contractor’s failure to inspect and report shall constitute its acceptance of other contractor’s work as fit and proper for reception of its work, except as to defects which may develop in other contractors’ work after execution of Contractor’s work.

To ensure proper execution of its subsequent work, Contractor shall measure and inspect work already in place and shall at once report to the Owner in writing any discrepancy between executed work and Contract Documents.

It is the obligation of Contractor to ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by Owner in prosecution of the Project to the end that Contractor may perform its Agreement in the light of such other contracts, if any.

Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, Owner shall decide which contractor shall cease work temporarily and which contractor shall continue or whether work can be coordinated so that contractors may proceed simultaneously If Owner directs Contractor to cease Work temporarily due to the work of another contractor, Contractor shall be entitled to a Change Order upon documentation of actual, reasonable costs, but such costs shall not include overhead, profit or general conditions for the period of time during which Work has ceased.

If the Project is split into phases and/or separate contracts, then Contractor has made allowances for any delays or damages which may arise from coordination with contractors for other phases or contracts. If any delays should arise from a contractor working on a different phase or contract, Contractor’s sole remedy for damages, including delay damages, shall be against the contractor who caused such damage and not the Owner. Contractor shall provide access to contractors for other phases or contracts as necessary to prevent delays and damages to contractors working on other phases or contracts.

ARTICLE FIVE

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Contractor Contractor represents and warrants to the Owner that:
(a) Contractor is duly organized, validly existing and in good standing as a contractor and licensed contractor under the laws of the State of California; (b) Contractor has full power, authority and legal right to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 413
45 have been duly authorized by all necessary corporate actions on the part of Contractor and do not require any further approvals or consents;
(c) The execution, delivery, and performance of this Agreement do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Contractor is a party by which it or its property is bound; (d) There is no pending or, to the knowledge of Contractor, threatened action, or proceeding before any court or administrative agency that will materially adversely affect the ability of Contractor to perform its obligations under this Agreement.

ARTICLE SIX

6. BREACH AND TERMINATION

6.1 Termination by the Owner for Cause Contractor agrees that Owner shall be entitled to terminate this Agreement upon the occurrence of any of the following circumstances, each of which shall constitute an event of default hereunder (each, a “Contractor Event of Default”): (A) refuses or fails to supply personnel in accordance with Section 2.3 or materials in accordance with Section 2.6 and Exhibit A; (B) fails to make payment to Subcontractors for materials or labor in accordance with Public Contract Code section 10262 or Business and Professions Code section 7108.5, as applicable; (C) disregards Applicable laws, ordinances, rules, regulations, or orders of a Governmental Authority; or (D) otherwise is in substantial breach of a provision of the Contract Documents.

Owner’s authority to terminate this Agreement for cause shall be contingent upon providing written notice to Contractor of the Contractor Event of Default. Where the Contractor Event of Default can be cured, Contractor shall take action and cure the Contractor Event of Default within fifteen (15) Days after the date of Owner’s written notice. In the event the Contractor Event of Default cannot be cured within fifteen (15) Days, Contractor shall provide written notice to Owner of the requirement of a longer cure period with a timeline for cure and shall commence actions necessary to cure the Contractor Event of Default within fifteen (15) Days and diligently and timely proceed to complete the cure.

When any Contractor Event of Default exists and Contractor fails to cure the same pursuant to the procedure set forth above, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, written notice of seven (7) Days, terminate the Agreement and may, subject to any prior rights of the surety, (A) take possession of the Site and of all material, Equipment, tools, and construction equipment and machinery thereon owned by the Contractor, (B) accept assignment of Subcontracts, and (C) complete the Work by whatever reasonable method the Owner may deem expedient.

If the unpaid balance of the Contract Price exceeds costs of completing the Work, including compensation for professional services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This payment obligation shall survive completion of the Project and termination or expiration of this Agreement.

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46 6.2 Suspension or Termination by the Owner for Convenience The Owner may, without cause, order the Contractor in writing to suspend, delay, or interrupt the Work in whole or in part for such period of time as the Owner may determine. An adjustment shall be made for increases in the cost of performance of the Agreement, including profit on the increased cost of performance caused by suspension, delay, or interruption. No adjustment shall be made to the extent (A) that performance is, was, or would have been so suspended, delayed, or interrupted by another cause for which the Contractor is responsible; or (B) that an equitable adjustment is made or denied under another provision of this Contract. Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee.

The Owner may, at any time, terminate the Agreement for the Owner’s convenience and without cause upon fifteen (15) Days written notice to Contractor. Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Contractor shall (1) cease operations as directed by the Owner in the notice; (2) take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and (3) except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Subcontracts and purchase orders and enter into no further Subcontracts and purchase orders. In case of such termination for the Owner’s convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed.

6.3 Termination by the Contractor Contractor may not terminate for convenience.

Contractor may only terminate for cause if the Work is stopped by others for a period of one hundred ninety (90) consecutive Days through no act or fault of the Contractor, a Subcontractor of any tier, their agents or employees, or any other persons performing portions of the Work for whom the Contractor is contractually responsible, and the Work was stopped by others for one of the following reasons: (A) Issuance of an order of a court or other public authority having jurisdiction which requires Owner to stop all Work; or (B) an act of government, such as a declaration of national emergency, making material unavailable which requires Owner to stop all Work. If such grounds exist, the Contractor may serve written notice of such belief on Owner and demand a meet-and-confer conference to negotiate a resolution in good faith within seven (7) Days of receipt of such notice. If such conference does not lead to resolution and Contractor believes the grounds for termination still exist, Contractor may terminate the Agreement and recover from the Owner payment for Work executed and for reasonable verified costs with respect to materials, equipment, tools, construction equipment, and machinery, including reasonable overhead, profit, and damages for the Work executed, but excluding overhead (field and home office) and profit for (i) Work not performed and (ii) the period of time that the Work was stopped.

6.4 Not a Waiver Any suspension or termination by Owner for convenience or cause under this Section 6 shall not act as a waiver of any claims by Owner against Contractor or others for damages based on breach of contract, negligence or other grounds.

6.5 Early Termination Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the governing body of the Owner fails to appropriate or allocate funds for future periodic payments under the Agreement after exercising reasonable efforts to do so, the Owner may upon thirty (30) Days’ notice, order work on the Project to cease. The Owner will remain obligated to pay for the Work already performed but shall not be obligated to pay the balance remaining unpaid beyond the fiscal period for which funds have been appropriated or allocated and for which the work has not been done.

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47 6.6 Indemnification
(a) To the extent applicable to the Site(s), Contractor shall make all necessary efforts to ensure the finished Project complies with all applicable standards imposed by the Americans with Disabilities Act, section 504 of the Rehabilitation Act of 1973, disability access requirements of the State Building Code and any other laws applicable to disability access. If a court, administrative agency or other trier of fact later determines that Contractor has violated any of the above-referenced laws, Contractor shall remedy the violation at its own cost. Contractor shall indemnify, defend and hold the Owner harmless pursuant to this Section of this Agreement against claims brought by a party other than the Owner due to any breach of these provisions due to Contractor’s negligence, recklessness or willful misconduct. In the event that the Contractor is or becomes aware of possible non-compliance with the foregoing standards, Contractor shall have a duty to immediately notify the Owner in writing of the possible non-compliance.
(b) Contractor represents and warrants that Contractor has the legal right to license any and all copyrights, designs and other intellectual property embodied in plans, specifications, studies, Drawings, estimates or other documents that Contractor or its Subcontractors or Consultants prepares or causes to be prepared pursuant to this Agreement. Contractor shall indemnify, defend and hold the Owner harmless against claims brought by a party other than the Owner pursuant to this Section for any breach of this representation due to Contractor’s negligence, recklessness or willful misconduct.
(c) Contractor shall defend, indemnify, and hold harmless the Owner, and its officers, agents and employees against claims arising out of, pertaining to, or relating to negligence, recklessness or willful misconduct of the Contractor, the Contractor’s officers, employees, or Consultants in performing or failing to perform any work, services, or functions provided for, referred to, or in any way connected with any work, services, or functions to be performed under this Agreement, except to the extent such claims are due to the active negligence or willful misconduct of the Owner or its officers, agents or employees. For purposes of this Section only, “claims” means any and all claims, demands, actions and suits brought by a party other than the Owner for any and all losses, liabilities, costs, expenses, damages and obligations, and the defense obligation shall include but not be limited to payment of the Owner’s attorneys’ fees, experts’ fees, and litigation costs incurred in defense of a claim. This indemnification shall be in addition to the other indemnification provisions contained in the Contract Documents. The only limitations on this provision shall be those imposed by Civil Code Sections 2782 and 2782.8.
(d) Contractor will indemnify, hold harmless, release and defend Owner from and against any and all claims arising from an allegation, charge, assertion or accusation by a third party that Contractor and/or Owner has violated California Government Code Section 1090 or any other conflict-of-interest law in the procurement, execution or performance of this Agreement. This indemnification obligation will continue to bind Contractor after the termination or expiration of this Agreement.

6.7 Claims Generally A Claim is a demand or assertion by Contractor seeking, as a matter of right, adjustment, or interpretation of Agreement terms, payment of money, extension of time, or other relief with respect to the terms of the Agreement. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the Contractor. Contractor may only submit a DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 416
48 Claim after having complied with the requirements in Section 2.17, as applicable, for the same matters.

Claims shall be submitted to the Owner and the Owner’s designated representative. A timely decision by the Owner shall be provided. Claims must be made by written notice prior to the final Progress Payment. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered. The failure of the Contractor to make a Claim within the specified time shall constitute an express waiver of any right to assert such Claim, whether affirmatively or defensively.

Despite submission or rejection of a Claim, the Contractor shall proceed diligently with performance of the Agreement, and the Owner shall continue to make any undisputed payments in accordance with the Agreement. When any excavation or trenching extends greater than four feet below the surface, Public Contract Code section 7104 shall apply.

The Contractor shall make a certification at the time of submission of a Claim, substantially in the form attached as Exhibit O. Contractor understands and agrees that any Claim submitted without this certification does not meet the terms of the Contract Documents, that Owner, or Owner’s representatives, may reject the Claim on that basis and that unless Contractor properly and timely files the Claim with the certification, Contractor cannot further pursue the Claim in any forum. A condition precedent will not have been satisfied.
(a) Claims for Concealed or Unknown Conditions
(i) Trenches or Excavations Less Than Four Feet Below the Surface If Contractor encounters conditions at the Site which are subsurface or otherwise concealed physical conditions, which differ materially from those indicated in the Contract Documents, or unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the Contractor shall be given to the Owner promptly before conditions are disturbed and in no event later than ten (10) Days after first observance of the conditions. The Owner will promptly investigate such conditions, and if they differ materially and cause an increase or decrease in the Contractor’s cost of, time required for, or performance of any part of the Work, will recommend an equitable adjustment in the Contract Price, Project Schedule, or both. If the Owner determines that the conditions at the Site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Agreement is justified, the Owner shall so notify the Contractor in writing, stating the reasons. In the event a dispute arises between the Owner and the Contractor regarding whether the conditions materially differ, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract Documents, but shall proceed with all the work to be performed under the Contract Documents. The Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties. (ii) Trenches or Excavations Greater Than Four Feet Below the Surface Pursuant to Public Contract Code section 7104, when any excavation or trenching extends greater than four feet below the surface:
(1) The Contractor shall promptly, and before the following conditions are disturbed, notify the public entity, in writing, of any:

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49 (A) Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, which is required to be removed to a Class I, Class II, or Class III disposal site in accordance with the provisions of existing law.
(B) Subsurface or latent physical conditions at the Site differing from those indicated by information about the Site made available to bidders prior to the deadline for submitting bids.
(C) Unknown physical conditions at the Site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. (2) The public entity shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor’s cost of, or the time required for, performance of any part of the Work shall issue a Change Order under the procedures described in the Agreement.
(3) In the event that a dispute arises between the public entity and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the work, the Contractor shall not be excused from any scheduled completion date provided for by the Agreement, but shall proceed with all work to be performed under the Agreement. The Contractor shall retain any and all rights provided either by Agreement or by law which pertain to the resolution of disputes and protests between the contracting parties.

6.8 Statutory Claim Procedures In addition to any other requirements set forth in the Agreement, all Claims shall be filed in accordance with the statutory claim resolution procedures set forth in Public Contract Code sections 9204 and 20104 et seq., the implementation of which is set forth in this Section. The failure to timely submit a notice of delay or notice of change, or to timely request a change in price or time, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the claim under the Agreement or at law. (a) Intent Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less.

Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes. (b) Supporting Documentation The Contractor shall submit all claims in the following format:
(i) Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made
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50 (ii) List of documents relating to claim:
(1) Specifications
(2) Drawings
(3) Clarifications (Requests for Information)
(4) Schedules
(5) Other
(iii) Chronology of events and correspondence
(iv) Analysis of claim merit
(v) Analysis of claim cost
(vi) Time impact analysis in CPM format
(c) Owner’s Response Upon receipt of a claim pursuant to this Section, Owner shall conduct a reasonable review of the claim and, within a period not to exceed 45 Days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 Days after the Owner issues its written statement. (i) If the Owner needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the Owner’s governing body does not meet within the 45 Days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the Owner shall have up to three Days following the next duly publicly noticed meeting of the Owner’s governing body after the 45-Day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
(ii) Within 30 Days of receipt of a claim, the Owner may request in writing additional documentation supporting the claim or relating to defenses or claims the Owner may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of Owner and the Contractor. The Owner’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 Days (if the claim is less than $15,000, within 15 Days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meet and Confer If the Contractor disputes the Owner’s written response, or the Owner fails to respond within the time prescribed, the Contractor may so notify the Owner, in writing, either within 15 Days of receipt of the Owner’s response or within 15 Days of the Owner’s failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the Owner shall schedule a meet and confer conference within 30 Days for settlement of the dispute.

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51 (e) Mediation Within 10 business Days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the Owner shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 Days after the Owner issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the Owner and the Contractor sharing the associated costs equally. The Owner and Contractor shall mutually agree to a mediator within 10 business Days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time. (i) If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(iii) Unless otherwise agreed to by the Owner and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier.

All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.
(f) Procedures After Mediation If following the mediation, the claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference. (g) Civil Actions The following procedures are established for all civil actions filed to resolve claims of $375,000 or less:
(i) Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Agreement. The mediation process shall provide for the selection within 15 Days by both parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

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52 (ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter

2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.
(h) Government Code Claims In addition to any and all Agreement requirements pertaining to notices of and requests for compensation or payment for extra Work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Sections 900, et seq. prior to filing any lawsuit against the Owner. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra Work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the Owner may be filed. A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.
(i) Non-Waiver The Owner’s failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety.

ARTICLE SEVEN

7. MISCELLANEOUS

7.1 Representatives The Owner may provide administration of the Agreement as described in the Contract Documents and may designate one or several agents, representatives, or Consultants to provide administration upon written notice of such to Contractor. When such written notice is provided, except as otherwise provided in the Contract Documents or when direct communications are warranted by special circumstances, the Owner and the Contractor shall communicate through the Owner’s selected representative.

7.2 Access When applicable, Owner will issue necessary keys to Contractor to access Project Site(s). Contractor shall return keys to Owner upon Final Completion or at any time upon request by Owner. Contractor shall reimburse Owner for the cost of re-keying all of Owner’s locks, if keys are not returned to Owner. The Contractor shall provide the Owner and the Owner’s designees, access to the Work in preparation and progress wherever located.

7.3 Ownership and Use of Drawings, Data, Reports and Other Documents DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 421
53 (a) The Drawings, Engineering Documents, and other Contract Documents prepared on behalf of the Owner are instruments of the services of the Contractor and its Subcontractors and Consultants and are the property of the Owner. The Contractor may retain one contract record set.
(b) Contractor further agrees to grant and hereby grants to Owner a perpetual, fully paid-up, irrevocable, world-wide, transferable, non-exclusive, royalty-free license (which shall be assignable to all Persons to whom assignment of this Agreement may be made or who take an ownership interest in the System) under all patents, copyrights, proprietary information and other intellectual property rights of Contractor related to the use or enjoyment of all or any part of the Work now or hereafter owned or controlled by Contractor or to the extent otherwise required for the operation, maintenance, repair, modification, alteration or expansion of the System or any subsystem or component thereof designed, specified, or constructed by Contractor under this Agreement. No other license in such patents and proprietary information is granted pursuant to this Agreement.

Owner may sublicense the foregoing license rights to third parties solely in connection with the operation, repair, replacement, modification and expansion of the System.

7.4 Royalties and Patents The Contractor shall pay all royalties and license fees incurred by Contractor in performing the Work of this Agreement. The Contractor shall defend suits or claims of infringement of patent rights and shall hold the Owner harmless and indemnify them from loss on account thereof.

7.5 Assignment of Antitrust Claims Pursuant to Government Code section 4552, in entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the Contractor or Subcontractor offers and agrees to assign to the Owner all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act, (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2 [commencing with § 16700] of Part 2 of Division 7 of the Bus. & Prof. Code), arising from the purchase of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the Contractor, without further acknowledgment by the Parties.

7.6 Audit Contractor’s Agreement books, records, and files shall be subject to audit and examination under Government Code section 8546.7 and any amendments thereto for a period of four (4) years following Final Completion and will exclude information that is proprietary and confidential unless required to be disclosed as a condition of funding, by law or by court order

7.7 Construction In this Agreement, unless a clearly contrary intention appears (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any contract (including this Agreement), document or instrument means such contract, document or instrument (together with all schedules, exhibits, appendices and attachments thereto) as amended or modified or restated and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, Schedule or Exhibit means such Article, Section, Schedule or Exhibit to this Agreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition, DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 422
54 unless otherwise expressly set forth herein; (f) “hereunder,” “hereof,” “hereto,” “herein,” “herefrom” and words of similar import are references to this Agreement as a whole and not to any particular Section, Article or other provision hereof, unless otherwise expressly set forth herein; (g) relative to the determination of any period of time, “from” means “from and including”, “to” means “to but excluding” and “through” means “through and including;” (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (i) reference to any law (including statutes and ordinances) means such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder.

7.8 Severability/Governing Law If a court of competent jurisdiction shall hold any provision of the Contract Documents invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. The laws of the State of California shall govern the Contract Documents and venue shall be in San Bernardino County.

7.9 Notices and Filings Any notices or filings required to be given or made under this Agreement shall be served, given, or made in writing upon the Owner or Contractor, as the case may be, by personal delivery or commercial overnight courier (with a copy sent via fax or regular mail) to the respective addresses given below, or at such address as such party may provide in writing from time to time.

Owner: City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Attention: Chuck Hays
Telephone: (909) 350-6530
Email: [email protected]
Contractor: Alliance Building Solutions, Inc.
12520 High Bluff Drive, Ste 345
San Diego, CA 92130
Attention: Brad Chapman
Telephone: (858) 333-4775
Facsimile: (858) 356-9651
Email: [email protected]

7.10 Binding Effect Contractor, by execution of this Agreement, acknowledges that Contractor has read this Agreement and the other Contract Documents, understands them, and agrees to be bound by their terms and conditions. The Contract Documents shall inure to the benefit of and shall be binding upon the Contractor and the Owner and their respective successors and assigns.

7.11 Amendments The terms of the Contract Documents shall not be waived, altered, modified, supplemented, or amended in any manner whatsoever except by written agreement signed by the parties and approved or ratified by the Owner’s governing body.

7.12 Headings The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement.

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 423
55 7.13 Execution in Counterparts This Agreement may be executed in counterparts such that the signatures may appear on separate signature pages. A copy, or an original, with all signatures appended together, shall be deemed a fully executed Agreement.

7.14 Term and Termination The term of this Agreement begins on the Effective Date that is indicated on the Cover Page of this Agreement and, unless otherwise terminated in accordance with this Agreement, shall terminate upon the satisfaction of the conditions set forth in Section 4.2, including, but not limited to, the Owner’s recordation of the Final Completion Certificate, all in accordance with the Contract Documents. All of the covenants, representations and warranties set forth in the Contract Documents, including indemnification obligations, that are intended to bind the Parties after the completion of the Project or termination of the Contract Documents will survive such completion or termination for the periods provided for in the Contract Documents or otherwise allowed by law. The Owner or Contractor may terminate the Contract Documents only as provided in the Contract Documents.

7.15 Exhibits Incorporated All Recitals, Exhibits and Attachments attached to this Agreement are hereby incorporated into the Agreement by this reference as if set forth in full.

7.16 Entire Agreement This Agreement, and all incorporated Exhibits, recitals and documents, including, but not limited to the Contract Documents, constitute the entire agreement between the Parties, and supersedes any prior or contemporaneous agreement between the Parties, oral or written, including the Owner’s award of the Project to Contractor, unless such agreement is expressly incorporated herein. The Owner makes no representations or warranties, express or implied, not specified in the Contract Documents. The Contract Documents are intended as the complete and exclusive statement of the parties’ agreement pursuant to California Code of Civil Procedure section 1856. Notwithstanding any provision to the contrary in the Contract Documents, it is understood and agreed that in the event of a conflict between any term or provision of this Agreement and any other Contract Document, the terms of this Agreement shall govern.

7.17 Execution, Correlation, and Intent The Contract Documents are complementary and are intended to include all items required for the proper execution and completion of the Work. Any item of Work mentioned in the Specifications and not shown on the Drawings, or shown on the Drawings and not mentioned in the Specifications, shall be provided by Contractor as if shown or mentioned in both. In the event of conflicting provisions between any of the Contract Documents, the provisions shall govern in the following priority: first, duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment), second, this Agreement and third, the other Contract Documents. Subject to the foregoing, the several instruments forming part of this Agreement are to be taken as mutually explanatory of one another. Each and every provision of law required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either Party the Agreement shall be amended in writing to make such insertion or correction.

7.18 Successors And Assigns The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the other Party hereto and to partners, successors, assigns, and legal representatives of such other Party in respect to covenants, agreements, and obligations contained in the Contract Documents. Neither Party to the Agreement shall assign the Agreement as a whole or in part without written consent of the other. If either Party attempts to make DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 424
56 such an assignment without such consent, that Party shall nevertheless remain legally responsible for all obligations under the Agreement.

7.19 Rights and Remedies; No Waiver Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the Owner shall constitute a waiver of a right or duty afforded them under the Contract Documents, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing.

7.20 Execution of Other Documents The parties to this Agreement shall cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of the Contract Documents.

In consideration of the covenants, conditions, and stipulations set forth in this Agreement and for good and valuable consideration, the Parties, intending to be legally bound, agree as set forth in, and execute, this Agreement. Each person executing this Agreement on behalf of a Party represents that he or she is authorized to execute on behalf of, and to commit and bind, the Party to this Agreement.

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57 SIGNATURE PAGE
AGREEMENT MS-39-PW-21

CITY OF FONTANA
By: Mark
Mark Denny
City Manager
ALLIANCE BUILDING SOLUTIONS INC.

By:

Brad Chapman
President
Attest:

By: Toni
Lewis, City Clerk
Approved as to form:

Best Best & Krieger LLP
City Attorney
By:

Chuck Hays
Deputy City Manager
By:

Keith Kramer
Public Works Director

IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By:

Rakesha Thomas
Human Resources & Risk Management Director

IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES

Lisa A. Strong
Management Services Director

Purchasing Office
1 Attestation of Consultant’s signature must be obtained when required by the by-laws, articles of incorporation or other laws, rules or regulations applicable to Consultant’s business entity.

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 ____________________
___________
426
58 EXHIBIT A

EMS SCOPE OF WORK
Project Overview:

ABS will install a “Supervisor Station” on a PC of the Cities choice. With this software package the City will be able to communicate to all the connected equipment throughout the city. The City will have a Real-Time Graphics package that can be tailored to their needs in regard to types of information displayed on the screen. A Gateway module will be installed in each building which
will do all the data collection for the building and present it in Graphics form on your Workstation screen.

Each existing standalone thermostat will be replaced with a Wall Module w/ Override button.

There will be no user functions available to building occupants other than the override, thusly removing the liability of unauthorized set point tampering while maintaining occupant comfort needs.

As part of this project, ABS will convert the Lewis Library control system completely, from the existing proprietary Trane system to an open protocol Honeywell system. This will include control of the chillers, boilers, air handlers, variable frequency drives, pumps, fans, VAV boxes and hot water reheat valves.

Control features d will include:
• Email alerts to designated personnel
• Alarms and Notifications
• Trending of designated points
• Remote Access
• User Access Log
• User defined access for technicians
• Global/Local Programming.
• Multiple Daily and Holiday schedules
• On-site, 2-days training to utilize these features (NTE 16 Hours) • 12-Months remote programming assistance, (NTE 48-hours – Given that AMI is granted remote access)
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59 In addition, the Scalability of the system allows for future growth and the ability to control:
▪ Parking Lot Lighting*
▪ Marquee Signs*
▪ Exterior Lighting*
▪ Interior Lighting*
▪ Irrigation*
▪ Security Access*
▪ Door Monitoring*
▪ Video Monitoring*
▪ Power Consumption*
▪ Water Consumption*
▪ Gas Consumption*
▪ Any Start/Stop functions*
▪ Tenant Billing*
▪ Energy Analytics*
*These items are excluded. They can be added in the future at an additional cost.

A City-Wide HVAC control system will allow the Public Works Department to measure system performance, operation and efficiency. It will allow for the fine tuning of the operation of the systems to maximize energy savings. It will empower the Department to make wise choices in the application of temperature set points through real time, accurate readings and trend logs.

In order to manage the operation of the HVAC systems in an efficient manner, accurate information is essential. These are the attributes of a centralized intelligent building automation system.

Please see the Scope Matrix (Exhibit B) for a list of controlled equipment. This includes 3-year licensing and maintenance of the new controls systems.

Added Lighting Scope: All lighting at McDermott Park, Catawba Park, Fiesta Park, and Almeria Park will be converted to LED. This includes the sports field lighting at McDermott Park.

Exclusions: Permits, fees, plan check and engineering. Unforeseen conditions not normally encountered with this type of work. Overtime, repairs to existing equipment, accelerated schedule and changes to work requested by the City. Some remote and small buildings are not included in this proposal. Ductless split systems are not included due to unit specific temperature controllers. P.D Substations 1 and 2 and Public Works Fleet Building are not included as they only have 1 packaged unit each and are not cost effective candidates for BAS. Jack Bulik Skate Park and ELC Park are excluded as they are portables and are not cost effective candidates for BAS. There is a small remote building at the Knopf Center that is also excluded.

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60 ADDITIONAL LIGHTING SCOPE OF WORK
McDermott Soccer Field
Lighting
Replace identified existing high intensity discharge (HID), incandescent, and fluorescent lighting systems serving the sports field with high efficiency light emitting diode (LED) systems. Installation includes disposal of existing lighting systems and installation of new equipment.

Almeria Park
Lighting
Replace identified existing high intensity discharge (HID), incandescent, and fluorescent lighting systems serving the site with high efficiency light emitting diode (LED) systems.

Installation includes disposal of existing lighting systems and installation of new equipment.

Catawba Park
Lighting
Replace identified existing high intensity discharge (HID), incandescent, and fluorescent lighting systems serving the site with high efficiency light emitting diode (LED) systems.

Installation includes disposal of existing lighting systems and installation of new equipment.

Fiesta Park
Lighting
Replace identified existing high intensity discharge (HID), incandescent, and fluorescent lighting systems serving the site with high efficiency light emitting diode (LED) systems.

Installation includes disposal of existing lighting systems and installation of new equipment.

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 429
61 EXHIBIT B

SCOPE MATRIX
Rooftop Packaged Air ConditionersSplit HVAC SystemsBoilersPumpsTower FansVFDsExhaust FansAir HandlersChilled Water CoilsHot Water CoilsMakeup Air UnitsVAV BoxesUpgrade JaceInstall New JaceGraphics Software, maintenance and Licensing, 3‐Years
Programming
Aquatics Center 1 2 2 1 Yes Yes Yes
Art Depot 3 1 Yes Yes Yes
Center Stage Theater 6 3 2 6 1 Yes Yes Yes
Ceres Center 4 1 1 5 37 1 Yes Yes Yes
Community Services Building 9 5 1 1 Yes Yes Yes
Cypress Community Center 8 1 Yes Yes Yes
Don Day Center 1 3 1 Yes Yes Yes
DSO Building 2 1 1 4 37 1 Yes Yes Yes
East Annex Building 1 5 1 Yes Yes Yes
City Hall 20 1 1 1 Yes Yes Yes
Police Department 2 1 6 1 14 1 22 21 21 2 42 1 Yes Yes Yes Heritage Community Center 11 2 1 Yes Yes Yes
Human Resources / Chamber of Commerce 5 1 Yes Yes Yes
Jack Bulik Center 4 1 Yes Yes Yes
Jesse Turner Center 23 1 1 Yes Yes Yes
Knopf Center 3 1 Yes Yes Yes
Lewis Library 2 6 2 16 6 8 8 88 80 2 Yes Yes Yes
Miller Center 6 1 Yes Yes Yes
Mary Vagle Nature Center 3 1 Yes Yes Yes
Public Works, Admin Building 5 1 1 Yes Yes Yes
Public Works, West Annex 7 1 Yes Yes Yes
Supervisor Station Yes Yes Yes
Note: Numbers incated number of units included in the scoope of work DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 430
62 EXHIBIT C

PROJECT SCHEDULE
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 431
63 EXHIBIT D

SCHEDULE OF VALUES

A B C D E F G H I

WORK COMPLETED
ITEM
NO.

DESCRIPTION OF WORK SCHEDULED VALUE

FROM PREVIOUS

APPLICATION
(D + E)

THIS PERIOD

MATERIALS

PRESENTLY
STORED
(NOT IN D OR E)

TOTAL COMPLETED

AND STORED TO
DATE
(D + E + F)
% (G/C)

BALANCE TO
FINISH
(C - G)

RETAINAGE
(IF VARIABLE
RATE)
1 Project Bond, Engineering, Mobilization
2 Bond and Insurance $ 12,265.00 $ - $ - 0.0% $ 12,265.00 $ - 3 Engineering $ 61,324.00 $ - $ - 0.0% $ 61,324.00 $ -
4 Mobilization $ 244,069.00 $ - $ - 0.0% $ 244,069.00 $ - 5 6 City of Fontana - City Wide EMS
7 Aquatics Center $ 21,507.00 $ - $ - 0.0% $ 21,507.00 $ - 8 Art Depot $ 20,007.00 $ - $ - 0.0% $ 20,007.00 $ -
9 Center Stage Theater $ 56,022.00 $ - $ - 0.0% $ 56,022.00 $ - 10 Ceres Center $ 78,028.00 $ - $ - 0.0% $ 78,028.00 $ - 11 Community Services Building $ 37,514.00 $ - $ - 0.0% $ 37,514.00 $ - 12 Cypress Community Center $ 24,509.00 $ - $ - 0.0% $ 24,509.00 $ - 13 Don Day Center $ 23,508.00 $ - $ - 0.0% $ 23,508.00 $ - 14 DSO Building $ 25,509.00 $ - $ - 0.0% $ 25,509.00 $ - 15 East Annex Building $ 27,513.00 $ - $ - 0.0% $ 27,513.00 $ - 16 City Hall $ 38,514.00 $ - $ - 0.0% $ 38,514.00 $ -
17 Police Department $ 25,509.00 $ - $ - 0.0% $ 25,509.00 $ - 18 Heritage Community Center $ 33,512.00 $ - $ - 0.0% $ 33,512.00 $ - 19 Human Resources / Chamber of Commerce $ 22,509.00 $ - $ - 0.0% $ 22,509.00 $ - 20 Jack Bulik Center $ 22,508.00 $ - $ - 0.0% $ 22,508.00 $ - 21 Jesse Turner Center $ 65,523.00 $ - $ - 0.0% $ 65,523.00 $ - 22 Knopf Center $ 21,006.00 $ - $ - 0.0% $ 21,006.00 $ - 23 Lewis Library $ 212,574.00 $ - $ - 0.0% $ 212,574.00 $ - 24 Miller Center $ 27,508.00 $ - $ - 0.0% $ 27,508.00 $ - 25 Mary Vagle Nature Center $ 22,006.00 $ - $ - 0.0% $ 22,006.00 $ - 26 Public Works, Admin Building $ 26,510.00 $ - $ - 0.0% $ 26,510.00 $ - 27 Public Works, West Annex $ 26,009.00 $ - $ - 0.0% $ 26,009.00 $ - 28 Supervisor Station $ 51,016.00 $ - $ - 0.0% $ 51,016.00 $ - 29 30 City of Fontana - Park Lighting
31 McDermott Park $ 274,637.00 $ - $ - 0.0% $ 274,637.00 $ - 32 Catawba Park $ 7,793.00 $ - $ - 0.0% $ 7,793.00 $ -
33 Fiesta Park $ 4,696.00 $ - $ - 0.0% $ 4,696.00 $ -
34 Almeria Park $ 1,977.00 $ - $ - 0.0% $ 1,977.00
35 $ - $ -
36 SUB-TOTAL $ 1,515,582.00 $ - $ - $ - $ - 0% $ 1,515,582.00 $ - 37 38 Change Order Work
39 Change Order No. 1 $ - $ - $ - $ - $ - 0.0% $ - $ -
40 Change Order No. 2 $ - $ - $ - $ - $ - 0.0% $ - $ -
41 Change Order No. 3 $ - $ - $ - $ - $ - 0.0% $ - $ -
42 Change Order No. 4 $ - $ - $ - $ - $ - 0.0% $ - $ -
43 Change Order No. 5 $ - $ - $ - $ - $ - 0.0% $ - $ -
44 TOTAL $ 1,515,582.00 $ - $ - $ - $ - 0% $ 1,515,582.00 $ - DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 432
64 EXHIBIT E

REQUEST FOR INFORMATION FORM
PROJECT PROJECT NO.

CONTRACTOR CONTRACT NO.

DATE
REQUEST FOR INFORMATION NO.

FROM: (Name, Co.) TO: (Name, Co.)
FROM CONTRACTOR:

Subject:

Question:

Suggestion:

Estimated Cost (if known): ($000.00 or N/A)
REPLY TO CONTRACTOR DATE ANSWERED:

Per the Contract Documents, Contractor shall not proceed with additive or deductive Work which has change order implications as a result of this RFI without prior written approval from Owner.

Copies to:
• Project Manager
• Owner
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 433
EXHIBIT “A” - CHANGE ORDER FORM
48 EXHIBIT F

FORM OF CHANGE ORDER
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 Office 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):

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16498.00150\31454239.6
49 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: _________________________________ Date: _______________________ Management Services Director: __________________ Date: ____________________ DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 435
16498.00150\31454239.6
50 EXHIBIT G

FORM OF APPLICATION FOR PAYMENT
[OWNER TO INSERT OWNER’S STANDARD APPLICATION FOR PAYMENT FORM] DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 436
16498.00150\31454239.6
51 EXHIBIT H

FORM OF FINAL COMPLETION CERTIFICATE

RECORDING REQUESTED BY AND
WHEN RECORDED, RETURN TO:

City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
- above for recorders use only -

NOTICE OF COMPLETION
1) The date of completion of the hereinafter described works of improvement is:
2) The name and address of the owner of the hereinafter described works of improvement is: City of Fontana, 8353 Sierra Avenue, Fontana, CA 92335
3) That the nature of the interest of the undersigned is as a [INSERT OWNERSHIP INTEREST IN PROJECT SITE; e.g., fee simple owner, joint tenant, tenant in common] in the above-described real property.
4) The hereinafter described works of improvement lie within the boundaries of the City of Fontana and generally in [INSERT DESCRIPTION OF SITE], County of San Bernardino, State of California. 5) The name of the original contractor for the hereinafter described works of improvement is: [INSERT CONTRACTOR NAME]
6) The following is a general statement of the kind of work done pursuant to the contract:
7) The name of the surety company is:

DATED: CITY OF FONTANA
By:
[INSERT NAME]
[INSERT TITLE]
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 437
16498.00150\31454239.6
52 Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 438
53 16498.00150\31454239.6

EXHIBIT I
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: Contract No.____________ (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 Civil Code Section 9100, 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 Revenue and Taxation Code Section 18663, 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 Civil Code Section 9100 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 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 DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 439
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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 Civil Code Section 9100, 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, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

By their signatures hereunder, Surety and Principal hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

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

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 442
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EXHIBIT J

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Fontana, (hereinafter referred to as “City”) has awarded to _________________________, (hereinafter referred to as the “Contractor”) an agreement for Contract No._________, (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, ______________________, the undersigned Contractor and ________________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by City in enforcing such obligation.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship.

The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

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Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:

1. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or

2. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

3. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.

By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above)
(Telephone number of Surety ___________________________________________ and Agent or Representative for
service of process in California)
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

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

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached.

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EXHIBIT K

ESCROW AGREEMENT FOR SECURITY DEPOSIT IN LIEU OF RETENTION

ESCROW AGREEMENT FOR

SECURITY DEPOSITS IN LIEU OF RETENTION
This Escrow Agreement is made and entered into, as of Month and Day, Year by and between the [INSERT OWNER NAME] whose address is [INSERT ADDRESS], hereinafter called "Owner," , [INSERT CONTRACTOR NAME], whose address is [INSERT ADDRESS], hereinafter called "Contractor" and , whose address is , hereinafter called "Escrow Agent." For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows:
(1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for in the amount of , dated , (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agency shall notify the Owner within ten (10) days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of the Owner, and shall designate the Contractor as the beneficial owner. (2) The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. (3) When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until such time as the escrow created under this Agreement is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this Agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly.
(4) Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. (5) The interest earned on the securities or the money market accounts held in Escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner.

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(6) Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor.
(7) The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven days' written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner.
(8) Upon receipt of written notifications from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less Escrow fees and charges of the Escrow Account. The Escrow shall be closed immediately upon disbursement of all monies and securities on deposit and payments of fees and charges.
(9) Escrow Agent shall rely on the written notification from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above.
(10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as set forth on the following page.

On behalf of Owner:
[INSERT OWNER NAME]
Title
Name
Signature
On behalf of Contractor:
[INSERT CONTRACTOR NAME]
Title
Name
Signature
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On behalf of Escrow Agent:
[INSERT ESCROW AGENT NAME]
Title
Name
Signature
Title
Name
Signature
At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above.

Owner:
[INSERT OWNER NAME]
Title
Name
Signature
Contractor:
[INSERT CONTRACTOR NAME]
Title
Name
Signature
Escrow Agent:
[INSERT ESCROW AGENT NAME]
Title
Name
Signature
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EXHIBIT L

WAIVER AND RELEASE FORMS
[UNCONDITIONAL WAIVER AND RELEASE FORMS INSERTED BEHIND THIS PAGE] DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 451
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UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP

PAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID.

IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.

Identifying Information
Name of Claimant:

Name of Customer:

Job Location:

Owner:

Through Date:

Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has received the following progress payment:
$
Exceptions
This document does not affect any of the following:
(1) Retentions.
(2) Extras for which the claimant has not received payment. (3) Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment.

Signature
Claimant’s Signature:

Claimant’s Title:

Date of Signature:

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UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP

IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.

Identifying Information
Name of Claimant:

Name of Customer:

Job Location:

Owner:

Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for all labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has been paid in full.

Exceptions
This document does not affect the following:

Disputed claims for extras in the amount of: $
Signature
Claimant’s Signature:

Claimant’s Title:

Date of Signature:

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EXHIBIT M

CERTIFICATION REGARDING CLAIM
The Contractor shall make a certification at the time of submission of a Claim, substantially in the form below. Contractor understands and agrees that any Claim submitted without this certification does not meet the terms of the Contract Documents, that Owner, or Owner’s representatives, may reject the Claim on that basis and that unless Contractor properly and timely files the Claim with the certification, Contractor cannot further pursue the Claim in any forum. A condition precedent will not have been satisfied.

The Certification Regarding Claim accompanying every Claim submitted by Contractor shall be in the following format on Contractor’s letterhead:

I,_____________, BEING THE DULY AUTHORIZED
______________ (OFFICER) OF _________________
(CONTRACTOR), DECLARE UNDER PENALTY OF PERJURY

UNDER THE LAWS OF THE STATE OF CALIFORNIA AND DO
PERSONALLY CERTIFY AND ATTEST THAT: I HAVE

THOROUGHLY REVIEWED THE ATTACHED CLAIM FOR

ADDITIONAL COMPENSATION AND/OR EXTENSION OF TIME,

AND KNOW ITS CONTENTS, AND DO HEREBY CERTIFY THAT
SAID CLAIM IS MADE IN GOOD FAITH; THE SUPPORTING

DATA INCLUDED WITH SAID CLAIM IS TRUTHFUL AND
ACCURATE; THAT THE AMOUNT REQUESTED ACCURATELY

REFLECTS THE CONTRACT ADJUSTMENT FOR WHICH THE
CONTRACTOR BELIEVES THE OWNER IS LIABLE; AND,

FURTHER, THAT I AM FAMILIAR WITH CALIFORNIA PENAL
CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE
SECTION 12650-12655, ET SEQ., PERTAINING TO FALSE

CLAIMS, AND FURTHER KNOW AND UNDERSTAND THAT

SUBMISSION OR CERTIFICATION OF A FALSE CLAIM MAY

LEAD TO FINES, IMPRISONMENT AND/OR OTHER SEVERE
LEGAL CONSEQUENCES.

ALLIANCE BUILDING
SOLUTIONS, INC.

By:

Its:

Dated:

DocuSign Envelope ID: DE7162BF-5A70-434D-9938-99744803DB51 454
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1875 Agenda Date: 12/13/2022
Agenda #: S. Category: Consent Calendar
FROM:

Community Services
SUBJECT:

Accept Grant Award from Kaiser Permanente
RECOMMENDATION:

Accept grant award from Kaiser Permanente in the amount of $20,000 for use towards Healthy Fontana’s “The Awareness Project.”
COUNCIL GOALS:
· Operate in a businesslike manner by creating a memorable customer experience with every interaction.
· Increase citizen involvement by seeking community input. · Invest in the City’s infrastructure (streets, sewers, parks, etc.) by creating and promoting community through people, parks, and programs.

DISCUSSION:

The City’s Healthy Fontana Program received a grant from Kaiser Permanente as part of their Community Health Contributions Program to focus on supporting efforts to improve the community and social support system’s knowledge, attitudes, beliefs, and perceptions about mental health, trauma, and resilience. The program was granted $20,000 to conduct activity around the focus area of mental and behavioral health through various activities in 2023.

The Awareness Project has three (3) main objectives:
· Provide mental health awareness education to students participating in the City’s Fontana Expanded Learning Program (after-school)
· Host workshops that link gardening to mental health in conjunction with the City’s Community Garden
· Create a Public Service Announcement around mental health to raise awareness and reduce stigma
FISCAL IMPACT:

The $20,000 will be deposited into account 101.3511 for use in off-setting costs for The Awareness Project.

MOTION:

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File #: 21-1875 Agenda Date: 12/13/2022
Agenda #: S. Category: Consent Calendar
Approve staff recommendation
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1880 Agenda Date: 12/13/2022
Agenda #: T. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Acceptance of Final Map for Tract No. 20441
RECOMMENDATION:

Approve the Final Map for Tract No. 20441 located south of South Highland Avenue and west of Mango avenue; accept as public dedicated streets and easements; and authorize the City Manager to enter into a Subdivision Improvement Agreement with the subdivider 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.

DISCUSSION:

Tract No. 20441 is located south of South Highland Avenue and west of Mango Avenue. The subdivision consists of 100 condominium units.

The Tentative Tract Map (TTM21-000002) was conditionally approved by the Planning Commission on February 8, 2022. All conditions precedent to submitting the final map have been completed by the applicant. The subdivider, Aragon West, LLC, has complied with the Conditions of Approval and dedicated the required streets and easements as a part of the project. The tract map has been reviewed by the City Engineer and found to be substantially correct.

In addition, an authorization is requested from the City Manager to enter into a Subdivision Improvement Agreement with the subdivider to guarantee the completion of required infrastructure in accordance with the Subdivision Map Act. This map is now being brought to City Council for final approval.

FISCAL IMPACT:

This action will only approve the tract map for recordation and authorize permits for the construction of the development, therefore there is no fiscal impact to the City resources at this time.

MOTION:

Approve staff recommendation.

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Revised – RP -09/22/2022

SUBDIVISION IMPROVEMENT AGREEMENT
Tract Map No.:

THIS AGREEMENT is between the City of Fontana, a municipal corporation, County of San Bernardino, State of California ("City") and
("Subdivider"):

WHEREAS, the application for tentative Tract Map No. , was conditionally approved on ; and
WHEREAS, Subdivider is the owner of that certain parcel of land defined by the Final Map and Subdivider proposes to do and perform certain work of improvement thereon as set forth in this agreement; and
WHEREAS, City desires to assure that the proposed improvements will be done in a good workmanlike manner and in accordance with the laws and standards now in force and effect in the City, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares acknowledgement the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and
WHEREAS, a Final Map of the subdivision, prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council; NOW THEREFORE, in consideration of the approval and acceptance of the Final Map by the City Council and the acceptance of easements therein offered for dedication for street, utility, and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows:

1. General requirements:

Subdivider shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the improvements as associated with the requirements per the approved project or to the satisfaction of the City Engineer of the City of Fontana.

All required improvements have an estimated cost of construction totaling ____________________________________________________________ ($ ) as shown on Exhibit "A".

Improvements are shown on approved plans on file with City Engineer.

The estimated cost of construction set forth in Exhibit “A” is for estimation purposes only, and for calculation of the amount of securities 20441 A CALIFORNIA LIMITED LIABILITY COMPANYARGON WEST, LLC, 20441 2/8/2022 FIVE HUNDRED THIRTEEN THOUSAND, SIX HUNDRED SIXTY-TWO 513,662 469
Revised – RP -09/22/2022
required pursuant to the provisions of section (2), below. Subdivider’s obligation to complete the improvements, or any portion of them, is not limited in any way by the estimated cost of construction, and the obligation of Subdivider’s surety in connection with the securities required pursuant to the provisions of section (2), below.

2. Security:

Subdivider shall, at all times, guarantee its performance of this agreement by furnishing to City and maintaining good and sufficient security as required by the State Subdivision Map Act on forms approved by City for the purposes and in the amounts as follows:
a. To ensure a faithful performance of this agreement in regard to the improvements in the amount of 100% of the estimated cost of construction of the improvements; and
b. To secure payment to any contractor, sub-contractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements; and
c. To guarantee or warranty the work done pursuant to this agreement for a period of one (1) year following acceptance thereof by City Council of the City of Fontana against any defective work or labor done or defective materials furnished in the amount of 20% of the estimated cost of construction of the improvements; and
d. To warranty the setting of required subdivision monuments within oneyear following recordation of the Final Map in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". e. To guarantee the landscape maintenance of all landscape improvements for a period of one year (1) year following acceptance of thereof by the City.

The securities required by this agreement shall be kept on file with the City Clerk.

The terms of the security documents required by this agreement are hereby incorporated in this agreement by reference and copies attached hereto.

The security, which guarantees performance, can be released upon acceptance of the improvements by the City Council. The security which guarantees payment to contractor, sub-contractors and to persons furnishing labor, materials or equipment will be released 6 months after acceptance of the improvements by the 470
Revised – RP -09/22/2022
City Council, less the total of all claims to which the City has been given proper notice.

Securities may be released upon the final completion and acceptance of the work subject to the provisions herein. The City Council, in its absolute discretion, may release a portion of the security given for faithful performance of the improvement work as the improvement progresses upon application thereof by the Subdivider.

3. Time of Completion:

All of the required improvements shall be completed within 24 months from the effective date of this agreement. If the work is not completed within the specified time period because of acts of God, the public enemy, the City, or because of fire, flood, epidemic, quarantine restrictions, strikes or freight embargoes, the Subdivider shall be entitled to an extension beyond the specified time period for a period equal to the length of such delay within ten days from the beginning of such delay.

In addition to the extension for the reasons referenced in the foregoing paragraph, Subdivider may submit a written request, Exhibit “B”, for a discretionary extension of the time for completion of the improvements to the City Engineer.

The City Engineer may grant or reject such extension, in whole or in part or with conditions, in his sole discretion. If an extension of time is granted it shall in no way affect the validity of this contract or release the surety on the securities referenced herein.

In the event that Subdivider fails to complete the improvements within the required period or any approved extension, the City may complete the work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. If City pursues completion of the improvement work, it may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of the improvements.

Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not commence running until Subdivider, or Subdivider’s surety pursuant to Section 2 of this Agreement, has provided the City Engineer with written notice of Subdivider’s intent to abandon or otherwise not complete the improvements.

4. Effective Date of Agreement:

This Agreement shall not become effective unless and until the Subdivision Map has been approved by the City Council of the City of Fontana and also accepted 471
Revised – RP -09/22/2022
the Final Map for recordation by the County Recorder of the County of San Bernardino.

5. Utility Deposits - Statements:

Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and the City Engineer, signed by the Subdivider, and each public utility involved, to the effect that Subdivider has made all deposits legally required by such public utility for the connection/extension of any and all public serving utilities to be provided to or within the subdivision.

6. Permits - Compliance with Law:

Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses, pay all charges, fees and taxes, and give all necessary and incidental notices to the due and lawful prosecution of the work.

7. Definition and Ownership of Improvements:

The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer of the City of Fontana. No work on the improvements shall be commenced until plans and/or profiles therefore have been submitted, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of the improvements by the City Council.

8. Obligations of Subdivider:

Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing all work on the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications prepared by Subdivider or its engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to all City codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices.
472
Revised – RP -09/22/2022

9. Superintendence by Subdivider:

Subdivider shall personally supervise all work involved in the improvements, or shall designate a competent foreman or superintendent, satisfactory to the City Engineer, to supervise the work at all times during progress, with authority to act for Subdivider. In the event satisfactory superintendence is not being exercised by the Subdivider, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected.

10. Repair and Replacements:

Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner.

11. Inspection by City:

Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The cost of inspections shall be paid by the Subdivider.

12. Approval by City Engineer.

All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform to the plans and specifications set forth herein or the City's Codes and standards. Any damage to the improvements (existing or new) that occurs during the course of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security.

13. Liability for Performance Injury or Damage:

Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider or to any other person, firm, or corporation whatsoever, for any injury or damage that may result to any person or property by or from any 473
Revised – RP -09/22/2022
cause whatsoever in, on, or about the subdivision of said land covered by this Agreement, or any part thereof.

14. Indemnification and Release:

Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees against loss or liability which may arise during the work or which may result from any of the work herein required to be done, including all costs of defending and claim arising as a result thereof. Minimum liability and property damage insurance shall not be less than $250,000 for all damages arising out of bodily injury to a death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any occurrence; and not less than $250,000 for all damages and/or destruction of property in any one occurrence and not less than $500,000 for all damages and/or destruction of property during the policy period.

Such policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall be maintained in full force and effect during the life of this contract. The policy shall state by its terms and by an endorsement that it shall not be cancelled until City shall have had at least ninety (90) days' notice in writing of such cancellation.

The Subdivider hereby releases and agrees to indemnify and save the City harmless from and against any and all injuries to and deaths of persons and injuries to property, and all claims, demands, costs, loss, damage and liability, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or non-performance of any of or all work to be done in and upon premises adjacent thereto pursuant to this Agreement, and also from any and all injuries to and deaths of persons and injuries to property or other interests and all claims, demands, costs, loss, damage, and liability, howsoever same may be caused and whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and sub-contractors, while engaged in the performance if the work.

15. Liability of Subdivider:

The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within the subdivision shall not be construed in any manner to constitute an 474
Revised – RP -09/22/2022
acceptance and approval of any or all of the required improvements in said subdivision.

16. Relationship of Contractors:

It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, if any, are those of independent contractors.

17. Repair or Reconstruction of Defective Work:

If, within a period of up to one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements for work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective of otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its own option, make the necessary repairs or replacements or perform the necessary work and offset that amount against any security pledged by Subdivider for faithful performance, labor and materials, or warranty obligations under this agreement.

18. Warranty:

Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, and the setting of all required Final Map monuments.

19. Assignment:

This agreement shall not be assignable by Subdivider without written consent of City.
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Revised – RP -09/22/2022
IN WITNESS WHEREOF, this agreement shall for all purposes be deemed an original thereof, having been duly executed by the Subdivider herein named on the day of , 20 being duly signed by its undersigned representative(s) pursuant to authority of its governing body.

SUBDIVIDER CITY OF FONTANA
By: By:

City Manager

Name ___________________________
Print Name

Title
By: Attest:

City Clerk
______________________________
Name _____________________________
Print Name

Title

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

Print Name
APPROVED AS TO CONTENT:

By:

City Engineer
_____________________________
Print Name
Matthew Ballantyne Germaine McClellan Key Ruben Duran Gia Kim 476
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1882 Agenda Date: 12/13/2022
Agenda #: U. Category: Consent Calendar
FROM:

Police Department
SUBJECT:
2019 Edward Bryne Memorial Justice Assistance Grant (JAG) RECOMMENDATION:

1. Approve the Interlocal Agreement with the Town of Apple Valley, the Cities of Adelanto, Apple Valley, Barstow, Chino, Colton, Fontana, Hesperia, Highland, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland, Victorville, and the County of San Bernardino, concerning distribution of the 2019 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $55,934; and

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2019 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award; and

3. Approve allocation of funds to purchase law enforcement equipment to assist in responding to or investigate crimes.

COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · Practice sound fiscal management by pursing grant opportunities.

DISCUSSION:

The City of Fontana, as well as other cities in the County of San Bernardino will be the recipients of JAG Funds for 2019. The County of San Bernardino serves as the grant administrator on behalf of all cities in the County. As a result, an Interlocal Agreement must be signed by all cities and the county. Each city will sign a separate Agreement as the timeline set by the Federal government to receive these funds will not permit one Agreement to be circulated and signed by every city in the county.

The Fontana Police Department plans to utilize 2019 JAG Grant funds to purchase various equipment. Equipment to be purchase include helmets, visors, and forcible entry tools for specialized teams. Due to the time constraints, if any item is unavailable, funds will be reallocated to other City of Fontana Page 1 of 2 Printed on 12/7/2022
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File #: 21-1882 Agenda Date: 12/13/2022
Agenda #: U. Category: Consent Calendar
identified priority law enforcement equipment.

Indicated in Appendix 1 of the Interlocal Agreement, the City of Fontana is eligible to receive $55,934.

The County will retain a 5% administration fee in the amount of $2,797, and therefore the City of Fontana will receive $ $53,137.

FISCAL IMPACT:

The City of Fontana will increase revenues in the amount of $53,137; and increase appropriations for expenditures in the amount of $53,137 in Grant Fund #301, Project #40300002-301-A. Budget change forms to appropriate funds will be included with the 2022-2023 mid-year adjustments.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 12/7/2022
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MOU 2019 Justice Assistance Grant Page 19
2019 Justice Assistance Grant
Appendix 1
Jurisdiction Allocation 5% Administrative Fee Award
San Bernardino County $63,383 ($3,169) $60,214
Adelanto $17,005 ($850) $16,155
Apple Valley $18,247 ($912) $17,335
Barstow $22,158 ($1,108) $21,050
Chino $15,342 ($767) $14,575
Colton $15,061 ($753) $14,308
Fontana $55,934 ($2,797) $53,137
Hesperia $23,798 ($1,190) $22,608
Highland $14,686 ($734) $13,952
Montclair $15,483 ($774) $14,709
Ontario $42,911 ($2,146) $40,765
Rancho Cucamonga $20,120 ($1,006) $19,114
Redlands $15,295 ($765) $14,530
Rialto $29,818 ($1,491) $28,327
San Bernardino $196,285 ($9,814) $186,471
Upland $16,560 ($828) $15,732
Victorville $55,911 ($2,796) $53,115
Total $637,997 ($31,900) $606,097
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MOU 2019 Justice Assistance Grant Page 1

INTERLOCAL AGREEMENT

BETWEEN THE TOWN OF APPLE VALLEY, THE CITIES OF ADELANTO, BARSTOW,

CHINO, COLTON, FONTANA, HESPERIA, HIGHLAND, MONTCLAIR, ONTARIO, RANCHO

CUCAMONGA, REDLANDS, RIALTO, SAN BERNARDINO, UPLAND, VICTORVILLE,

AND THE COUNTY OF SAN BERNARDINO, CA

CONCERNING DISTRIBUTION OF THE
2019 JUSTICE ASSISTANCE GRANT AWARD
This Agreement is made and entered into this 9th day of June, 2020, by and between THE COUNTY OF SAN BERNARDINO, acting by and through its governing body, the Board of d
through their respective governing bodies, the Town Council and City Councils, all of whom are situated within the County of San Bernardino, State of California, as follows:

WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of all parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this Agreement; and
WHEREAS, the COUNTY agrees to release to TOWN and CITIES their respective grant allocation from the JAG Award within sixty (60) days upon receipt of funds, less five percent (5%) for administrative fees, as reflected on Appendix 1 here attached and hereby incorporated by reference as part of this agreement; and COUNTY agrees to use the five percent (5%) of JAG award funds received from TOWN and CITIES under this agreement for administrative fees of said programs; and TOWN and CITIES agree to deposit their JAG award funds into a separate trust account in accordance with JAG guidelines; and TOWN and CITIES each agree to the five percent (5%) reduction of their respective grant allocation from the JAG award, as reflected on Appendix 1 for administrative fees toward the administration of this program; and additionally the TOWN and CITIES each agree that it is their responsibility to ensure these funds are expended in accordance with JAG guidelines, and that the interest generated from such funds shall be solely applied and expended in accordance with these same JAG guidelines; and WHEREAS, the TOWN, CITIES and COUNTY believe it to be in their best interests to reallocate the JAG funds,
NOW THEREFORE, the COUNTY and TOWN and CITIES agree as follows:

Section 1.

COUNTY agrees to release to TOWN and CITIES their respective grant allocation from the JAG Award within sixty (60) days upon receipt of funds, less five percent (5%) for administrative fees, as reflected in Appendix 1 here attached and hereby incorporated by reference as part of this Agreement, and; COUNTY agrees to use the five percent (5%) of JAG award funds received from 480
MOU 2019 Justice Assistance Grant Page 2
TOWN and CITIES under this agreement for administrative fees toward the administration of the Section 2.

TOWN and CITIES agree to deposit their JAG award funds into a separate trust account in accordance with the JAG guidelines; and TOWN and CITIES agree to the five percent (5%) reduction of their respective grant allocation from the JAG award, as reflected in Appendix 1, for administrative fees toward the administration of this program, and; TOWN and CITIES each agree that it is their responsibility to ensure these funds are expended in accordance with JAG guidelines and that all interest generated from such funds shall be solely applied and expended in accordance with these same JAG guidelines.

Section 3.

TOWN and CITIES agree to enter into a sub-award grant agreement with the COUNTY in order to acknowledge receipt of the federal award information and applicable compliance requirements, including special conditions for each sub-award, before receiving grant funds.

Section 4.

TOWN and CITIES agree to provide COUNTY with sufficient timely information as necessary within five business days after receiving written request from COUNTY to meet JAG requirements for quarterly and annual financial and performance reports.

Section 5.

Nothing arising from this Agreement shall impose any liability for claims or actions against COUNTY other than what is authorized by law.

Section 6.

Nothing arising from this Agreement shall impose any liability for claims or actions against TOWN and/or CITIES other than what is authorized by law.

Section 7.

Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable to any other party to this Agreement for any claim or action arising from the services provided under this Agreement.

Section 8.

The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement.

Section 9.

By entering into this Agreement, the parties do not intend to create any obligations, either express or implied, other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.
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MOU 2019 Justice Assistance Grant Page 8
WHEREFORE, all parties freely and voluntarily agree to all of the above terms.

CITY OF FONTANA, CA ______________________________ City Manager ATTEST: ______________________________ City Clerk
APPROVED AS TO FORM: ______________________________ City Attorney /
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482
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1883 Agenda Date: 12/13/2022
Agenda #: V. Category: Consent Calendar
FROM:

Police Department
SUBJECT:
2020 Edward Bryne Memorial Justice Assistance Grant (JAG) RECOMMENDATION:

1. Approve the Interlocal Agreement with the Town of Apple Valley, the Cities of Adelanto, Apple Valley, Barstow, Chino, Colton, Fontana, Hesperia, Highland, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland, Victorville, and the County of San Bernardino, concerning distribution of the 2020 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $49,212; and

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2020 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award; and

3. Approve allocation of funds to purchase law enforcement equipment to assist in responding to or investigate crimes.

COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · Practice sound fiscal management by pursing grant opportunities.

DISCUSSION:

The City of Fontana, as well as other cities in the County of San Bernardino will be the recipients of JAG Funds for 2020. The County of San Bernardino serves as the grant administrator on behalf of all cities in the County. As a result, an Interlocal Agreement must be signed by all cities and the county. Each city will sign a separate Agreement as the timeline set by the Federal government to receive these funds will not permit one Agreement to be circulated and signed by every city in the county.

The Fontana Police Department plans to utilize 2020 JAG Grant funds to purchase various equipment. Equipment to be purchase include shields, binoculars, night vision goggles, thermal imaging scope, tripods, vortex rangefinder and air purifier system to be used by various teams. Due to the time constraints, if any item is unavailable, funds will be reallocated to other identified priority City of Fontana Page 1 of 2 Printed on 12/7/2022
powered by Legistar™483
File #: 21-1883 Agenda Date: 12/13/2022
Agenda #: V. Category: Consent Calendar
to the time constraints, if any item is unavailable, funds will be reallocated to other identified priority law enforcement equipment.

Indicated in Appendix 1 of the Interlocal Agreement, the City of Fontana is eligible to receive $49,212.

The County will retain a 5% administration fee in the amount of $2,461, and therefore the City of Fontana will receive $ $46,751.

FISCAL IMPACT:

The City of Fontana will increase revenues in the amount of $46,751; and increase appropriations for expenditures in the amount of $46,751 in Grant Fund #301, Project #40300003-301-A. Budget change forms to appropriate funds will be included with the 2022-2023 mid-year adjustments.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 12/7/2022
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MOU 2020 Justice Assistance Grant Page 19
2020 Justice Assistance Grant
Appendix 1
485
486
487
488
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1887 Agenda Date: 12/13/2022
Agenda #: W. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve Amendment No 6 to Professional Services Agreement with Huitt-Zollars, Inc., for the Cypress Avenue Storm Drain Project
RECOMMENDATION:

1. Approve and authorize the City Manager to execute Amendment No. 6 to Professional Services Agreement with Huitt-Zollars, Inc. for Engineering Design Services in the additional amount of $19,900 for the Cypress Avenue Storm Drain Project (Project No. 3361) for a total compensation not to exceed $843,052.00.

2. Approve and authorize the City Manager to execute any future amendments to the contract with Huitt-Zollars, Inc. for the Cypress Avenue Storm Drain Project.

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.

DISCUSSION:

A new storm drain system will be installed along Cypress Avenue from Orange Way to Miller Avenue; Juniper Avenue from Foothill Boulevard to Miller Avenue; and along Foothill Boulevard from Cypress Avenue to Sierra Avenue. The project will also construct a new raised landscape median on Foothill Boulevard from 600 feet east of Cypress Avenue to Sierra Avenue. These improvements will not only enhance traffic circulation through these roadway corridors, the project will also direct storm water flow from the existing roadway surface into an underground storm drain system.

In 2018, the City entered into a Professional Services Agreement with Huitt-Zollars, Inc. for Engineering Design Services for the Cypress Avenue Storm Drain Project. The original contract amount of the Professional Services Agreement was $298,945.00. This Amendment No. 6, in the amount of $19,900.00, along with the five (5) previously executed amendments, will increase the contract total to $ 843,052.00.

Amendment No. 6 will permit Huitt-Zollars, Inc. to perform the additional scope of services required for the design of the project. The expanded scope includes revising the limits of the storm drain and roadway improvements to include improvements within the intersection of Foothill Blvd at Sierra Avenue, as well as incorporating the design plans (by others) for the Arrow and Cypress Traffic City of Fontana Page 1 of 2 Printed on 12/7/2022
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File #: 21-1887 Agenda Date: 12/13/2022
Agenda #: W. Category: Consent Calendar
Signal.

FISCAL IMPACT:

This contract is budgeted in Storm Drain Fund No. 622, Fiscal Year 2022-2023, for Project No. 3361, Cypress Avenue Storm Drain Project.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 12/7/2022
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PROJECT LOCATION
Cypress Avenue Storm Drain Project
(PROJECT NO. 3361)
N
0 1 inch = 800 feet
800 1600
491
1 RVPUB\AQUINTERO\717659.1 (BB&K: 2006)
AMENDMENT NO. 6

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF FONTANA
AND

HUITT-ZOLLARS, INCORPORATION
TRACKING NUMBER SQ-23-DE-07-90

1. Parties and Date.

This AMENDMENT No. 6 to the Professional Services Agreement for Professional Engineering Design Services is made and entered into as of this 13th day of December , 2022, by and between the City of Fontana, 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 (hereinafter referred to as the “City”) and Huitt-Zollars, Inc., with its principal place of business at 3990 Concours, Suite 330 Ontario, CA 91764 (hereinafter referred to as the “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Consultant. The City, under the Professional Services Agreement dated the 3rd of April, 2018 (“Agreement”), has retained the services of CONSULTANT to provide Professional Engineering Design Services.

2.2 Amendment Purpose. The City and Consultant desire to amend the aforesaid Agreement to include additional scope of services, extend the Term of the Agreement, and increase the not-to-exceed compensation amount.

2.3 Amendment Authority. This AMENDMENT No. 6 is authorized pursuant to Section

3.3.4 of the Agreement.

2.4 Prior Amendments. The Parties have heretofore entered into that Amendment No. 1 dated the 28th day of June, 2018, Amendment No. 2 dated the 7th day of January, 2019, Amendment No. 3 dated the 14th day of November, 2019, Amendment No. 4 dated the 12th day of July, 2021, and Amendment No. 5 dated the 5
th day of April, 2022 for the purpose of additional
Professional Engineering Design Services.

3. Terms.

3.1 Section 3.1.1 General Scope of Services of the Agreement is hereby amended in its entirety to read as follows:

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional design consulting services necessary for the Project (“Services”). The additional Services are more particularly described in Exhibit “A” attached hereto 492
2 RVPUB\AQUINTERO\717659.1 (BB&K: 2006)
and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.2 Section 3.1.2 Term of the Agreement is hereby amended in its entirety to read as follows:

3.1.2 Term. The term of this Agreement shall be from April 1, 2018 to July 7, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines which shall be attached hereto and incorporated herein.

3.3 Section 3.3.1 Compensation of the Agreement is hereby amended in its entirety to read as follows:

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, including the Amendments, at the rates set forth in Exhibit ”A” attached hereto and incorporated herein by reference. Amendment No. 6 is authorized in the amount of nineteen thousand nine hundred dollars and zero cents ($19,900.00). The total compensation shall not exceed eight hundred forty-three thousand fifty-two dollars and zero cents ($843,052.00) without written approval of City’s Engineering Manager. Extra Work may be authorized, as described below; and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.

3.4 Continuing Effect of Agreement. Except as amended by this AMENDMENT No. 6, all other provisions of the aforementioned Professional Services Agreement remain in full force and effect. From and after the date of this AMENDMENT No. 6, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this AMENDMENT No. 6.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this AMENDMENT No. 6. [SIGNATURES ON FOLLOWING PAGE]
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3 RVPUB\AQUINTERO\717659.1 (BB&K: 2006)

SIGNATURE PAGE TO
AMENDMENT NO. 4

TO THE CITY OF FONTANA

PROFESSIONAL SERVICES AGREEMENT

CITY OF FONTANA
By:

Matthew C. Ballantyne
City Manager

HUITT-ZOLLARS
By:

Johnny Murad
Vice President
Attest:

By:

City Clerk
By:

David White
Vice President
By:

Phillip Burum
Deputy City Manager
Approved as to form:

Best Best & Krieger LLP
City Attorney
By: _____________________________
Gia Lam Kim
Public Works Director/City Engineer

IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION

POLICIES/PROCEDURES
___________________________________
Jessica Brown
Management Services Department

Purchasing Office
494

EXHIBIT A
4 RVPUB\AQUINTERO\717659.1 (BB&K: 2006)
EXHIBIT “A”
- ATTACHED BEHIND THIS PAGE -
495
November 1, 2022
Ms. Jazmin Pena
City of Fontana
Department of Engineering
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
(909) 350-6648
[email protected]
Reference: Cypress Avenue Storm Drain – Phase 1 – Amendment 06 Cypress Avenue and Foothill Avenue, Fontana, CA
Addendum for Professional Engineering Consulting Services Huitt-Zollars Project No. R308745.03

Dear Ms. Pena:

Following up on your recent email to us regarding your plan check comments for the Phase I Cypress Storm Drain project. It is our understanding that you would like revisions be made to the plans that are beyond the original scope of the project. Our understanding is that the City would like us to revise the limits of the Storm drain and roadway improvements to include improvements within the intersection of Foothill Blvd at Sierra Avenue.

This letter will confirm our agreement to modify the scope of Huitt-Zollars’ services as detailed in the original Owner/Consultant Agreement, dated April 3, 2018 between the City of Fontana and Huitt-Zollars for the Cypress Avenue Storm Drain Project, in the City of Fontana, California and subsequent Amendments 1-5.

Specifically, we understand that we will provide the following:

I. SCOPE OF SERVICES:

1.0 Final Engineering Services:

1.1 Storm Drain Improvement Plans: Revise the previously prepared storm drain improvement plans to include the extension of the storm drain into the intersection of Foothill at Sierra and connection to a manhole in the middle of the intersection and to coordinate plans with the signal design (by others) at Arrow and Cypress.

Additional revisions are excluded.

1.2 Street Improvement Plans: Revise the previously prepared street improvement plans to include the intersection of Foothill at Sierra and to include additional pavement repairs along Foothill Avenue. Additional revisions are excluded.

1.3 Signing & Striping Plans: Revise the previously prepared signing & striping plans to include the intersection of Foothill at Sierra and additional striping along Foothill Avenue. Additional revisions are excluded.
496
Ms. Jazmin Pena
Fontana, CA
Amendment 06
November 1, 2022
Page | 2

1.4 Engineering Estimates of Probable Cost: Update the Engineering Estimates of Probable Cost.

2.0 Meetings and Project Administration:

2.1 Meetings & Project Administration: We have exhausted our original meetings and project administration budget due to the duration of the project. We are requesting additional budget to get us through the remainder of our plan preparation process. This item will continue to be billed on a time and materials basis per the standard hourly rates in Attachment A and includes attendance at meetings, phone calls, conference calls and continued coordination of plans as needed for review and approval. An estimated budget is included for budget purposes. If an additional budget is required then a separate scope and fee will be provided to the CLIENT for review and approval.

II. DELIVERABLES:

A digital PDF copy of the above listed plans, maps and reports will be provided to the CLIENT and team members for their use on the project. Hard copies of the plans, maps and reports will be provided at the CLIENTS request and charged as a reimbursable item.

III. COMPENSATION:

The services to be provided for this Project include two types of work. The first is work which has a clearly defined scope and for which a Lump Sum (LS) fee can be developed and agreed upon and billed monthly on a percentage complete basis.

The second is work elements such as Client and agency meetings, project administration, construction administration, attendance at public meetings, etc. Since the level of effort for these scope elements are not easily defined, the fee for these services has been established with an estimated budget and will be billed monthly on a Time and Materials (T&M) basis using the attached Hourly Rate Sheet (see Attachment A).

1.0 Final Engineering Services: .............................................................. $9,700 (LS)

2.0 Meetings and Project Administration: ............................................. $10,200 (T&M) Total for All Above Services: ....................................... $19,900 (LS + T&M) Total Estimated Budget
Our total estimated budget for this change order is $19,900.

IV. CONTRACT SUMMARY:

The original Contract Sum was: ...................................................................... $ 298,945 Net change by previous authorized Change Orders: ...................................... $ 524,207 The Contract Sum prior to this Change Order: ................................................ $ 823,152 The Contract Sum will be increased by this Change Order not to exceed: ...... $ 19,900 The new Contract Sum including this Change Order will be: .......................... $ 843,052 497
Ms. Jazmin Pena
Fontana, CA
Amendment 06
November 1, 2022
Page | 3
V. EXCLUDED SERVICES:

Excluded Scope Items include, but are not limited to the following:

1. Agency Fees

2. Any other work tasks not specifically set forth in Section I - Scope of Services.

VI. CLIENT PROVIDED ITEMS:

Client shall provide Huitt-Zollars with the following:

1. Signed Contract

2. Agency fees (as applicable)

3. Approved signal plans for Arrow and Cypress.

4. Written Notice to Proceed
VII. SCHEDULE:

Following receipt of your notice to proceed and a signed contract amendment we anticipate requiring approximately 3-4 working weeks to complete the plan revisions per plan check comments that we have received to date.

Meetings and Project administration services will be provided throughout the entirety of the project through completion and close out.

VIII. AUTHORIZATION:

Our services will be provided subject to the Terms and Conditions as stated in our original contract dated April 3, 2018.

By signing the enclosed copy of this letter and returning it to our office, you acknowledge your acceptance of this change order, which constitutes a contract for professional services.

Sincerely,

Miguel Hernandez, P.E., P.L.S., QSP
Principal-In-Charge
AGREED & ACCEPTED: CITY OF FONTANA, CA
BY: DATE:

Attachments:
- Attachment A: Hourly Rate Schedule
498
Attachment A
Hourly Rate Schedule
499
Engineering/Architecture Survey
Principal $ 280.00 Survey Manager $ 220.00
Sr. Project Manager $ 250.00 Sr. Project Surveyor $ 185.00 Design Principal $ 220.00 Project Surveyor $ 155.00
QA Manager $ 220.00 Survey Technician $ 125.00
Project Manager $ 215.00
Sr. Civil Engineer $ 215.00 Survey Crews
Sr. Structural Engineer $ 205.00
Sr. Mechanical Engineer $ 185.00 1-Person Survey Crew $ 165.00 Sr. Electrical Engineer $ 190.00 2-Person Survey Crew $ 250.00 Civil Engineer $ 160.00 3-Person Survey Crew $ 315.00
Structural Engineer $ 170.00
Mechanical Engineer $ 170.00 Construction
Electrical Engineer $ 170.00
Plumbing Engineer $ 170.00 Construction Manager $ 180.00 EIT $ 145.00 Resident Engineer $ 165.00
Sr. Architect $ 215.00 Inspector/Owner's Representative $ 130.00 Architect $ 200.00 Sr. Project Representative $ 125.00
Architect Intern 3 $ 165.00 Resident Project Representative $ 100.00 Architect Intern 2 $ 135.00
Architect Intern 1 $ 120.00 Administrative
Sr. Designer $ 185.00 Sr. Project Support $ 110.00
Designer $ 160.00 Project Support $ 85.00
Sr. CADD Technician $ 145.00
CADD Technician $ 115.00
Reimbursable Expenses
Interior Design Consultants Cost + 10%
Sr. Interior Designer $ 170.00 Other Direct Costs Cost + 10% Interior Designer $ 120.00 Mileage IRS Standard Business Mileage Rate Southern California
2022

HOURLY RATE SHEET
500
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1888 Agenda Date: 12/13/2022
Agenda #: X. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve an Agreement for the Acquisition of Real Property for the Active Transportation Program (ATP) Safe Routes to School (SRTS) Pedestrian Improvements Project on Ramona, Alder, Locust Avenue
RECOMMENDATION:

1. Approve and authorize the City Manager to execute an Agreement for Real Property Acquisition between the City of Fontana and Sunrise Management Co., for Assessor Parcel Number 0243-142-17, located on the southeast corner of the Locust Avenue and Barbee Street related to the Ramona, Alder, Locust Avenue Safe Routes to School Project.

2. Approve and Authorize the City Manager to execute any other documents necessary or appropriate to complete the proposed transaction.

COUNCIL GOALS:
· Enhance the local environment for future generations and create a healthy economic and environmental future by creating neighborhoods that are attractive, safe and convenient for walkers and bicyclists.
· 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 creating and promoting community through people, parks, and programs.

DISCUSSION:

On October 24, 2017, the City Council accepted an Active Transportation Program Grant in the amount of $1,918,000 to fund the design and construction of the Safe Routes to Schools Project on four (4) segments within the City. The four segments are Ramona Avenue between Juniper Avenue and Sierra Avenue, Alder Avenue between Baseline Avenue and Shamrock Avenue, and two (2) segments on Locust Avenue from Miller Avenue and Arrow Boulevard. The proposed improvements include installation of approximately 0.9 miles of new curb and gutter, 1.2 miles of new sidewalk and

1.5 miles of striping improvements to include bicycle lanes where none currently exist. The construction of this project is expected to begin in Spring 2023.

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File #: 21-1888 Agenda Date: 12/13/2022
Agenda #: X. Category: Consent Calendar
An Agreement for Real Property Acquisition is necessary as this project requires right of way acquisition from the properties along Ramona, Alder and Locust Avenue. One of the properties, with a commercial use designation, is located on the southeast corner of Locust Avenue and Barbee Street. The project will require the acquisition of road right of way and a temporary construction easement for the property frontage along Locust Avenue. This is required to close the sidewalk gap in the area.

The following summarizes the highlights of the Agreement:
· The City will obtain 0.9 Acres of permanent easement for roadway construction · The City will obtain 880 square feet of temporary construction easement for a three-month duration
· Compensation will be $104,000, which is consistent with the appraised value for road right of way easement.

FISCAL IMPACT:

Funds for the acquisition of permanent roadway easements and temporary construction easements for the Ramona, Alder, Locust Avenue Safe Routes to School Project have been funded in the Fiscal Year 2022/2023 Capital Improvement Program Budget. The Project is possible through ATP Grant Funds in Fund No. 301, Air Quality Management District Funds in Fund No. 241 and Measure I Local Funds in Fund No. 246, specifically in the Ramona, Alder, Locust Avenue Safe Routes to School Project No. 3339.

MOTION:

Approve staff recommendation.

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PROJECT LOCATION
Cypress Avenue Storm Drain Project
(PROJECT NO. 3361)
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1889 Agenda Date: 12/13/2022
Agenda #: Y. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve Amendment No. 2 to Professional Services Agreement with WLC Architects, Inc. for Fire Station 81
RECOMMENDATION:

1. Approve and authorize the City Manager to execute Amendment No. 2 to Professional Services Agreement SQ-97-DE-20 for Fire Station No. 81 Design Services with WLC Architects, Inc. for Construction Phase Services in the additional amount of $7,480 for a total not exceed $527,480.00.

2. Approve and authorize the City Manager to execute any future amendments to the contract with WLC Architects, Inc. for Fire Station 81.

COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · 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 improving the aesthetics of the community through code enforcement, street sweeping, and landscape maintenance.

DISCUSSION:

Fire Station 81 is a priority one project that involves the construction of a new fire station in the northern area of the City limits. The proposed site is located at 16615 Casa Grande Avenue, on the southwest corner of Casa Grande Avenue and Montelena Road (approximately 0.2 miles west of Sierra Avenue). The new fire station is needed to improve response times in the northern area of the City. As part of the Fontana Fire Protection District (“District”) Master Plan, the project will help meet the goal of response times that are less than five (5) minutes within the District 90 percent of the time.

On September 8, 2020 the District approved a Professional Services Agreement with WLC Architects in the amount of $430,000.00 for the design of Fire Station 81. On December 14, 2021 the City Council approved Amendment No. 1 to the contract in the amount of $90,000.00 for Construction Management Services for the station. Construction began in March 2022 and is expected to be completed in March 2023. As construction has progressed there have been some changes requested by the Fire Department that will enhance the facility and meet the needs of the Battalion Chief at the station. Amendment No. 2 to the WLC contract will provide the resources needed to City of Fontana Page 1 of 2 Printed on 12/7/2022
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File #: 21-1889 Agenda Date: 12/13/2022
Agenda #: Y. Category: Consent Calendar
Chief at the station. Amendment No. 2 to the WLC contract will provide the resources needed to make changes to the plans that the contractor then implements during construction through a construction contract change order.

The new station is expected to be fully operational within the second quarter of calendar year 2023.

FISCAL IMPACT:

The project is funded in the Fiscal Year 2022/2023 Capital Improvement Program Budget and is made possible through Fund 610 Fire Capital Project Fund for the Fire Station 81 Project (PN 3383).

MOTION:

Approve Staff Recommendation.

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Project Site
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Vicinity Map
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Fontana City CouncilDecember 13, 2022

Fontana City Council
December 13, 2022