Fontana City Council
January 24, 2023

Tuesday, January 24, 2023
7:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Regular Agenda
Ord. No. 1912 Reso. No. 2023-001
Grover W. Taylor Council Chambers
City Council Meeting
1 City Council Meeting Regular Agenda January 24, 2023
Welcome to a meeting of the Fontana City Council.

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

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

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

WORKSHOP:

A. 5:00 P.M. City Council Workshop
A. (a) NPDES MS4 Permit Overview (Public Works Director Gia Kim to present);
(b) Municipal Code Strategic Plan Review (Deputy City
Manager Ray Ebert to present);
(c) Agenda Review;
(d) City Manager Comments;
(e) Public Communications
21-1954
PUBLIC COMMUNICATION - CLOSED SESSION:

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

A. Public Communications - Closed Session
CLOSED SESSION:

A. 6:00 P.M. CLOSED SESSION

2 City Council Meeting Regular Agenda January 24, 2023
A. CONFERENCE WITH LEGAL COUNSEL – EXISTING

LITIGATION
(Gov. Code Section 54956.9(d)(1))
Name of Case: City of Fontana vs. Jonathan Cory
Claim #: 190600049

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code section 54956.8)
Property: APN # 0191-162-35 and 0191-162-34
City Negotiator: Phillip Burum, Deputy City Manager
Negotiating Party: Michael D Gay
Under Negotiating: Price and Terms of payment

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code section 54956.8)
Property: APN # 0191-151-08
City Negotiator: Phillip Burum, Deputy City Manager
Negotiating Party: Wilen Family Trust
Under Negotiating: Price and Terms of payment

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code section 54956.8)
Property: APN’s 1108-072-01 thru -16 and 1108-074-01 thru -16
City Negotiator: Ray Ebert, Deputy City Manager
Negotiating Parties: Diversified Pacific Communities
Under Negotiation: Price and terms of payment
21-1949
CALL TO ORDER/ROLL CALL:

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

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

PROCLAMATION:

A. 1. Mayor Warren and City Council to proclaim the month of January 2023 as National Mentoring Month (Marina Uriarte, Senior Regional Director of Big Brother, Big Sister to present). 21-1934
SPECIAL PRESENTATIONS:

3 City Council Meeting Regular Agenda January 24, 2023
A. 1. Mayor Warren and City Council to recognize Scarlett Harrod for community clean up efforts (Mayor Warren to present).

2. Mayor Warren and City Council to recognize Officer Gus Moreno, Administrative Analyst I Justice Montgomery, and Administrative Technician's Cassandra Pimentel and Taryn Sandford as the Fontana Police Department December 2022 Employees of the Month (Captain Michael Dorsey and
Administrative Support Services Manager Michelle Blank to present).
21-1935
PUBLIC COMMUNICATIONS:

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

A. Public Communications
CONSENT CALENDAR:

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

A. Approval of Minutes 21-1961
Approve the minutes of the December 12, 2022, Special City Council Meeting and the December 13, 2022, Regular City Council Meeting.

December 12, 2022 - Special City Council Meeting.pdf
December 13, 2022 - Regular City Council Minutes.pdf
Attachments:

4 City Council Meeting Regular Agenda January 24, 2023
B. Acceptance of Final Map for Parcel Map No. 20250 and Abandonment of a Certain Portion of Right of Way of Boyle Avenue
21-1892
Accept Parcel Map No. 20250 located north of Slover Avenue, west of Juniper Avenue, east of Cypress Avenue, and south of the I-10 Freeway; accept as public dedicated streets and easements; and authorize the Mayor and City Clerk to certify the abandonment of a certain portion of right of way of Boyle Avenue.

Parcel Map 20250.pdf
Vicinity Map
Attachments:

C. Resolutions Establishing Cannabis Hours of Operation and Permit Integrity Process Standards
21-1900

1. Adopt Resolution 2023-002, Establishing Cannabis Hours of Operation; and,

2. Adopt Resolution 2023-003, Establishing Cannabis Permit Integrity Process Standards

3. Find that these actions are not a project subject to the California Environmental Quality Act (CEQA)
Resolution 2023-002 - Cannabis Hours of Operation
Resolution 2023-003 - Cannabis Permit Process Integrity Attachments:

D. Police Department Donations July - December 2022 21-1940 Accept monetary and gift donations from multiple donors including community programs, businesses, and citizens.

Attachments: July-Dec 2022 DONATION LIST.pdf
E. Authorize the purchase of a CNG Freightliner M2 Dump Body Claw Truck.
21-1941
Authorize the Purchasing Office to use the Sourcewell Cooperative Purchasing Agreement (Contract #40621-PII) for the purchase of one (1) 2024 Freightliner 114SD from Municipal Maintenance Equipment in the amount of $315,156.58, plus sales tax $24,424.63 and CA tire fee $10.50 for a total of $339,591.71.

Attachments: Quote.pdf

5 City Council Meeting Regular Agenda January 24, 2023
F. Officer Wellness and Mental Health Grant Award 21-1943 · Accept the Officer Wellness and Mental Health Grant Award in the amount of $136,204.04 from BSCC (Board of State and Community Corrections).
· Increase revenues in the amount of $136,204.04; and appropriate $136,204.04 in Grant Fund #301, Project #40100002-301-A.

BSCC Officer Wellness Grant 12-21-2022.pdf
BSCC Distribution Officer Wellness 2022 post.pdf
Attachments:

G. Award Center Stage Audio Visual System Update 21-1945 Award bid and authorize the City Manager to execute a contract with Matrix Audio Visual Designs to provide equipment and services to upgrade the audio and video technology located in the Center Stage Theater in the amount of $935,183.87 and a 6.5% Contingency in the amount of $60,786.96.

Scoring Matrix.pdf
CoF Center Stage Theater - P001029 - R1.pdf
Attachments:

H. Temporary Reduction of Development Impact Fees 21-1946 Adopt Resolution No. 2023-004, a resolution of the City Council of the City of Fontana temporarily reducing existing development impact fees for residential construction within the City.

Attachment 1 - Resolution 2023-004, Temporary DIF Reduction for Residential Development
Attachment 2 - Agreement
Attachments:

6 City Council Meeting Regular Agenda January 24, 2023
I. 2021 Edward Bryne Memorial Justice Assistance Grant (JAG) 21-1952

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 2021 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $54,155;

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2021 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award;

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

4. Increase revenues in the amount of $51,447; and appropriate $51,447 in Grant Fund #301, Project #40200004-301-A.
2021 JAG Subaward Contract.pdf
2021 JAG Interlocal Agreement.pdf
2021 JAG Appendix 1.pdf
Attachments:

7 City Council Meeting Regular Agenda January 24, 2023
J. 2022 Edward Bryne Memorial Justice Assistance Grant (JAG) 21-1953

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 2022 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $54,036;

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2022 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award;

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

4. Increase revenues in the amount of $51,334 and appropriate $51,334 in Grant Fund #301, Project #40300007-301-A.
2022 JAG Sub Award Contract.pdf
2022 JAG Inerlocal Agreement.pdf
2022 JAG Appendix 1.pdf
Attachments:

K. Approve Resolution Authorizing the City of Fontana to pick-up certain Employee Contributions to the City’s PTS-OBRA Plan pursuant to IRS Code Section 414(h)(2)
21-1955

1. Adopt Resolution No. 2023-005, for the employer pick-up of certain employee contributions to the City’s PTS-OBRA Plan pursuant to Internal Revenue Code section 414(h)(2).

2. Authorize the City Manager and appropriate members of City staff to execute any and all plan documents, subsequent agreements and any other related items, and to take all reasonable and necessary actions, on behalf of the City to carry out and implement the resolution
Resolution for pick-up of contributions to PTS-OBRA Plan

01.24.2023-c1.pdf
Attachments:

8 City Council Meeting Regular Agenda January 24, 2023
L. City of Fontana's Single Audit Report (SAR) for Fiscal Year ended June 30, 2021.
21-1958
Receive and File the City of Fontana’s Single Audit Financial Report for Fiscal Year ended June 30, 2021.

Attachments: Single Audit Report 2021.pdf
M. Pre-Paid Card Marketing and Processing Agreement -
FiCentive, Inc.
21-1960
To approve the card processing vendor agreement for the Fontana Eats resident grant program and assign delegation authority to the City Manager and appointee for program implementation.

Fontana - Pre-Paid Card Marketing and Processing Agreement City of Fontana_final.pdf
Attachments:

N. Adding Eligible Capital Improvement Project to Development Impact Fee Project List
21-1965
Adopt Resolution No. 2023-006, a resolution of the City Council of the City of Fontana delegating authority to the City Manager or their designee to add eligible Capital Improvement Projects (CIP) to the Development Impact Fee Project List (DIF LIST) and taking other actions relating thereto.

Attachments: Attachment No 1 - Resolution adding projects to CIP O. Purchase and Sale agreement for Parcels 0232-201-012 and 0232-201-013
21-1964

1. Approve a Purchase & Sale Agreement for the purchase of vacant land located South of Arrow Blvd between Tokay Avenue and Citrus Avenue in the city of Fontana, more specifically described as APNs #0232-201-012, 0232-201-013 in the amount of $3,040,000 plus interest.

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

3. Authorize the City Manager, in coordination with the City Attorney, to make non-material, clarifying and conforming changes as needed to complete signing.

REDLINE Purchase and Sale Agreement-- Fontana to Water of Life (CITY DRAFT 1-19-23) CLEAN-c1.pdf
Attachments:

Approve Consent Calendar Items as recommended by staff.

9 City Council Meeting Regular Agenda January 24, 2023
PUBLIC HEARINGS:

To speak on Public Hearing Items, submit comments via e-mail at [email protected]. In the subject of your e-mail please indicate whether you are in favor or opposition of the item. Comments must be received no later than 5:00 P.M. on the day of the meeting. Comments of no more than three (3) minutes will be read into the record at the appropriate time during the meeting. If you challenge in court any action taken concerning a Public Hearing item, you may be limited to raising only those issues you or someone else raised at the Public Hearing described in this notice or in written correspondence delivered to the City at, or prior to, the Public Hearing.

All Public Hearings will be conducted following this format:
(a) hearing opened (e) oral - favor
(b) written communication (f) oral - opposition
(c) council/staff comments (g) hearing closed
(d) applicant comments (applicant not limited to 5 minutes) A. Resolution Establishing Cannabis Fees 21-1899
Adopt Resolution No. 2023-001, Establishing Cannabis Fees; and Find that the activity is not a project subject to the California Environmental Quality Act (CEQA).

Attachments: Resolution 2023-001_Cannabis Fees_011023.docx

10 City Council Meeting Regular Agenda January 24, 2023 B. Adoption of a Resolution of the City Council of the City of Fontana Discontinuing and Abandoning Certain Parkland
to Allow for the Conveyance of Park Property in Exchange for Privately Owned Property (Government Code Section
38440 et seq.) -OR- Adoption of a Resolution of the City Council of the City of Fontana Terminating Proceedings to Discontinue and Abandon Certain Parkland (Government
Code Section 38440 et seq.)
Determination that the City Council’s actions are exempt from CEQA.
21-1924
Conduct Public Hearing, Hear and Pass on Protests, Determine Whether to Discontinue and Abandon Certain Parkland or to Terminate Discontinuance Proceedings
Attachment No. 1 - City Council Staff Report and
Attachment of 12-12-2022
Attachment No. 2 - Property Map
Attachment No. 3 - Signed Resolutions 2022-141 and
2022-142
Attachment No. 4 - Park Sign Location and Public Hearing Notice
Attachment No. 5 - Resolution Approving Discontinuance
and Abandonment of Parkland with Exhibit
Attachment No. 6 - Resolution Terminating Proceedings with Exhibit
Attachment No. 7 - Public Hearing Notice
Attachments:

NEW BUSINESS:

A. Appointment of Mayor Pro Tem 21-1831
Consider an appointment of a Council Member to the position of Mayor Pro Tem for a one-year term.

CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Discussion and Possible Action Regarding Appointment to the Parks, Community, and Human Services Commission and
Planning Commission for a two-year term
21-1982

11 City Council Meeting Regular Agenda January 24, 2023 B. Discussion and Possible Action Regarding Appointing
Regular and Alternate Members to Local Agencies / Regional Boards
21-1939
ADJOURNMENT:

A. Adjournment
Adjourn to the next Regular City Council Meeting on Tuesday, February 14, 2023, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.

12 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1954 Agenda Date: 1/24/2023
Agenda #: A. Category: Workshop
Workshop
Tuesday, January 24, 2023
5:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 1/19/2023
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1949 Agenda Date: 1/24/2023
Agenda #: A. Category: Closed Session
Closed Session
Tuesday, January 24, 2023
6:00 P.M.

City Hall - Executive Conference Room
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 1/19/2023
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1934 Agenda Date: 1/24/2023
Agenda #: A. Category: Proclamation
Proclamation
Tuesday, January 24, 2023
7:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 1/19/2023
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1935 Agenda Date: 1/24/2023
Agenda #: A. Category: Special Presentation
Special Presentations
Tuesday, January 24, 2023
7:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Page 1 of 1 Printed on 1/19/2023
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1961 Agenda Date: 1/24/2023
Agenda #: A. Category: Consent Calendar
FROM:

City Clerk
SUBJECT:

Approval of Minutes
RECOMMENDATION:

Approve the minutes of the December 12, 2022, Special City Council Meeting and the December 13, 2022, Regular City Council Meeting.

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

DISCUSSION:

The City Council will consider approval of the minutes of the December 12, 2022, Special City Council Meeting and the December 13, 2022, Regular City Council Meeting. The draft minutes are attached to this report for Council review and approval.

FISCAL IMPACT:

None.

MOTION:

Approve staff recommendation.

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Monday, December 12, 2022
3:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Grover W. Taylor Council Chambers
Special City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
Minutes

18 CALL TO ORDER/ROLL CALL:

A. 3:00 P.M. Call To Order/Roll Call:

The Special Meeting of the Fontana City Council was held on Monday, December 12, 2022, in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, CA 92335.

Mayor Warren called the meeting to order at 3:02 p.m.

ROLL CALL:

PRESENT: Mayor Warren, Mayor Pro Tem Garcia, Council Members Cothran, Roberts, and Sandoval
ABSENT: None
City Clerk McClellan Key and City Treasurer Koehler-Brooks were also in attendance.

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

The invocation was given by Fontana Police Department Chaplain Daniel Vasquez, followed by the pledge of allegiance led by Council Member Cothran.

PUBLIC COMMUNICATIONS:

A. Public Communications
There were no public communications received.

PRESENTATION:

A. Presentation
21-1919
A. Housing Development Manager Valerie Gonzales to present 2022 Annual Housing Development Update.

Housing Development Manager Gonzales provided the staff report.

ELECTION RESULTS:

A. Certification of the November 8, 2022, General Municipal Election Results
21-1832
Deputy City Clerk Ashton Arocho provided the staff report.

ACTION: Motion was made by Mayor Pro Tem Garcia, seconded by Council Member Cothran, to adopt Resolution No. 2022-135. Motion passed by a unanimous vote as follows: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None

19 Special City Council Meeting Minutes December 12, 2022 NEW BUSINESS:

A. Termination of the Option to Purchase Agreement with NH Southridge LLC for Assessor Parcel Number 0237-411-13 that was approved by the City Council on June 14, 2022.
21-1915
Deputy City Manager Phil Burum provided the staff report.

ACTION: Motion was passed by Council Member Roberts, seconded by Mayor Pro Tem Garcia, to approve termination of Option to Purchase Agreement with NH Southridge LLC for Accessor Parcel Number 0237-411-13 and to adopt Resolution No. 2022-141 and Resolution No. 2022-142. The motion carried by a 4-1 vote as follows; AYES: Warren, Garcia, Cothran and Roberts; NOES: Sandoval; ABSTAIN: None CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
City Manager Ballantyne invited the public to join City Council and staff at the upcoming Oath of Office ceremony held on Tuesday, December 13, at the Steelworkers' Auditorium at 5:00 p.m.

ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports
There were no elected official communications received.

CLOSED SESSION:

PUBLIC COMMUNICATION - CLOSED SESSION:

A. Public Communications - Closed Session

20 Special City Council Meeting Minutes December 12, 2022 There were no public communications received for the following closed session items:

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov. Code Section 54956.8)
Property: APN #192-042-26, 0230-041-01, 0237-201-27, 0256-011-22, 0228-233-01, and 1107-262-58
City Negotiator: Phillip Burum, Deputy City Manager
Negotiating Party: Fontana Fire Protection District
Under Negotiation: Price and Terms of Payment
CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code section 54956.8)
Property: APN # 0238-052-07
City Negotiator: Gia Kim, Public Works Director/City Engineer Negotiating Party: ADO Holdings, LP
Negotiation: Price and Terms of Payment
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
(Gov. Code Section 54956.9(d)(1))
Name of Case: Richard Guerrero v. City of Fontana
Case No. 201200416; 1775945; ADJ15247644

CLOSED SESSION ANNOUNCEMENT
City Attorney Duran announced that the City Council met on the items listed on the agenda and took no reportable action.

ADJOURNMENT:

A. Adjournment
Mayor Warren adjourned the meeting at 3:43 p.m. to the next Regular City Council Meeting on December 13, 2022, at 5:00 p.m. in the Steelworkers' Auditorium located at 8437 Sierra Avenue, Fontana, California.
________________________________
Ashton R. Arocho, MMC
Deputy City Clerk

THE FOREGOING MINUTES WERE ADOPTED AND APPROVED BY THE FONTANA CITY COUNCIL ON JANUARY 24, 2023.
_______________________________
Germaine McClellan Key
City Clerk

21 Special City Council Meeting Minutes December 12, 2022

22 Tuesday, December 13, 2022
5:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Steelworkers' Auditorium
8437 Sierra Avenue
Fontana, CA 92335
City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
Minutes

23 CALL TO ORDER/ROLL CALL:

A. 5:00 P.M. Call To Order/Roll Call:

The Regular Meeting of the Fontana City Council was held in the Steelworkers' Auditorium located at 8437 Sierra Avenue, Fontana, CA 92335, on Tuesday, December 13, 2022.

Mayor Warren called the meeting to order at 5:17 p.m.

ROLL CALL:

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

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

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

Following the invocation led by Water of Life Church Pastor Dan Carroll, the Star Spangled Banner was sung by a representative from Water of Life Church.

OATH OF OFFICE:

A. 21-1922
Administration of Oaths of Office (San Bernardino County Supervisor Jesse Armendarez to administer the Oath of Office to Mayor Acquanetta Warren.

Followed by Mayor Warren to administer Oath to Office to Council Members Phillip W. Cothran and John B. Roberts, City Clerk Germaine Key, and City Treasurer Janet Koehler-Brooks).

Re-elected Council Members Cothran and Roberts swore in for another four year term. Re-elected City Treasurer Koehler-Brooks, Mayor Warren and newly elected City Clerk Key were sworn in for another four year term.

RECESS UNTIL 7:00 P.M.

CALL TO ORDER/ROLL CALL:

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

The Regular Meeting of the Fontana City Council was held in the Steelworkers' Auditorium located at 8437 Sierra Avenue, Fontana, CA 92335, on Tuesday, December 13, 2022.

Mayor Warren called the meeting to order at 7:00 p.m.

ROLL CALL:

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

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

24 City Council Meeting Minutes December 13, 2022
PROCLAMATION:

A. 21-1901

1. Mayor Warren and City Council to proclaim the month of November 2022 as National Caregivers' Month (SEIU Local 2015 Representatives Beronica Baustista, Theresa Garza, and Eva Torres to present)
SEIU Local 2015 Representatives shared the importance of the month and accepted the proclamation.

SPECIAL PRESENTATIONS:

A. 21-1835

1. Mayor Warren and City Council to recognize Veteran's Day Essay Writing and Art Contest Winners (Council Member Jesse Sandoval to present).

Community Services Supervisor Bianca Morales and Council Member Sandoval presented the awards to the 2022 winners.

2. Mayor Warren and City Council to recognize Officers Marcio Greggio and Jorge Trujillo; Supervising Animal Service Officer Vanessa Valverde; and Animal Service Officers Isabel Jimenez, Adam Sturgess and Carmen Sanchez as the Fontana Police Department's November 2022 Employees of the Month (Captain Stover to present).

Mayor Warren and the City Council recognized the 2022 November Employees of the Month.

PUBLIC COMMUNICATIONS:

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

1. Andrea De Leon congratulated the newly elected Council Members and highlighted the upcoming 2023 State of the City.

2. Bobbi Jo Chavarria spoke on Bill of Rights Day and Civil Right violations.

CONSENT CALENDAR:

ACTION: Motion was made by Council Member Cothran, seconded by Council Member Roberts, to approve Consent Calendar Items 'A-AK'. The motion carried by a unanimous vote as follows: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None.

A. Approval of Minutes 21-1836
Approve the minutes of the November 9, 2022, Special City Council meeting.

25 City Council Meeting Minutes December 13, 2022
B. Adoption of Ordinance No. 1908 (Second Reading) 21-1837 Second Reading / Adoption of Ordinance No. 1908, an Ordinance of the City Council of the City of Fontana, approving Zone Change No. 22-008 for an amendment to the Zoning Map changing the zoning designation of one parcel of approximately 1.14 adjusted gross acres (APN: 0241-051-13) from General Commercial (C-2) to Multi-Family Medium High Density Residential (R-4) and changing the zoning designation of three parcels of approximately 3.06 adjusted gross acres (APN: 0241-051-02, -16 and -32) from Multi-Family Medium High Density Residential (R-4) to General Commercial (C-2).

C. Adoption of Ordinance No. 1909 (Second Reading) 21-1838 Second Reading / Adoption of Ordinance No. 1909, An Ordinance Of The City Council Of The City Of Fontana, Approving Zone Code Amendment No. 21-010 For Changes To The Zoning District Map To Change The Zoning On One Parcel (Apn: 0240-011-17) From General Commercial (C-2) To Multi Family Residential (R-3), Remove The Parcel (Apn: 0240-011-17) From The Fontana Auto Center Overlay And Amend Section 30-639, Figure 1 Of The Fontana Zoning Code To Remove The Project Site From The Fontana Auto Center Overlay District.

D. Dedication of future Fire Station 80 Training Facility in honor of former San Bernardino County Fire District Captain Robert Kittleman
21-1921
Approve the dedication of future Fire Station 80 Training Facility in honor of former San Bernardino County Fire District Captain Robert Kittleman.

E. 2023 City Hall Holiday and City Council Meeting Calendar 21-1830 Approve the attached proposed Calendar of City Holidays and City Council Meetings for the year 2023.

F. Approve a Contract with Social Work Action Group to Provide Outreach and Case Management Services to the Homeless
Population of Fontana
21-1823

1. Approve and authorize the City Manager to “Piggy-Back” from San Bernardino Social Work Action Group contract (Contract No. 21-749 Amendment 1) for services through 2023.

2. Approve an appropriation in the amount of $302,071 from the Permanent Local Housing Allocation (PLHA) Fund 295, for the contract with Social Work Action Group.

G. Resolution Amending the Administrative Policy Detailing the City of Fontana’s Service Award/Retirement Events Policy
21-1774
Adopt Resolution No. 2022-136, Amending Administrative Policy No. 20-01:

Service Awards/Retirement Events
H. Award a bid for the 17878 Upland Ave Rehabilitation Project SB-36-HD-23
21-1842
Award and authorize the City Manager to execute a construction contract with Final Touch Construction for the rehabilitation of the 17878 Upland Avenue in

26 City Council Meeting Minutes December 13, 2022
the amount of $229,963 and authorize a 10% contingency in the amount of $22,996 (Bid No. SB-36-HD-23).

I. Approve Amendment to NCM Engineering Corporation Task Order for Design and Construction Support Services for the Sierra Avenue from Foothill Boulevard to Baseline Avenue Street Improvement Project.
21-1843

1. Approve and Authorize the City Manager to execute Task Order 1.2 to NCM Engineering Corporation in the amount of $357,916.77 for the Sierra Avenue from Foothill Boulevard to Baseline Avenue Street Improvement Project for a total contract amount of $1,388,252.42

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

3. Appropriate $750,000.00 from Measure I Fund 245 and Circulation Fund 630 to the Sierra Ave from Foothill Boulevard to Baseline Avenue Street Improvement Project No.3281.

J. Adoption of a Resolution Declaring Certain City Owned Property a Public Right of Way for Street and Public Utility Purposes for Lytle Creek Road and Accepting the Road into the City’s Street System. 21-1846
Adopt Resolution No. 2022-137, Declaring Certain City owned Property a Public Right of Way for Street and Public Utility Purposes for Lytle Creek Road and Accepting the Road into the City’s Street System.

K. Authorize the purchase of a 621G Wheel Loader from Sonsray Machinery.
21-1847
Authorize the Purchasing Office to use the NJPA Cooperative Purchasing Agreement now Sourcewell (Contract # 32119-CNH) for the purchase of one (1) Case 621G wheel loader from Sonray Machinery, Fontana, CA in the amount of $215,995.00 plus sales tax (7.75%), tire tax of $7.00 and processing fee of $399.00 for a total of $233,140.62.

L. Authorize the purchase of an E-450 TV/Lateral Inspection CCTV Camera Van.
21-1848
Authorize the Purchasing Office to use the Sourcewell (Contract # 091521-NAF) Cooperative Purchasing Agreement for the purchase of one (1) 2023 Ford E-450 TV/Lateral Inspection CCTV van from 72 Hour LLC (Nation Auto Fleet Group) in the amount of $395,465.00 plus sales tax $30,648.54 (7.75%) for a total of $426,113.54.

M. The Expanded Learning Opportunities Program for Transitional Kindergarten Agreement between the City and Fontana Unified School District
21-1849

1. Approve the Expanded Learning Opportunities Program (ELO-P) for Transitional Kindergarten (TK) Agreement with the Fontana Unified School District.

2. Authorize the City Manager or designee to sign the Agreement, all related documents, and any amendments for the term of the Agreement.

27 City Council Meeting Minutes December 13, 2022
N. Approve a Bond Reduction for Tract No. 20228 21-1884 Approve a reduction of the Faithful Performance and Labor and Materials bonds posted by Lennar Homes of California, Inc. for Tract No. 20228 located north of South Highland Avenue, east of Hemlock Avenue, west of Beech Avenue, and south of the 210 Freeway.

O. Approve a Bond Reduction for Tract No.’s 20154 (PA5 - Park), 20213 (PA6 - Park), 20213-1 (PA-3 - Park), 20214-1 (PA11 - Park), 20214-1 (PA10 - Intract), 20214-2 (PA15 - Intract), 20214-3 (PA12 - Intract), 20214-4 (PA14 - Park), 20214-4 (PA13 - Intract), 20214-5 (PA19 - Intract), and 20214 (PA16 - Park) within the Summit at Rosena Specific Plan
21-1881
Approve a reduction of the Faithful Performance and Labor and Materials bonds posted by Lennar Homes of California, Inc., a California corporation for Tract No.’s 20154 (PA5 - Park), 20213 (PA6 - Park), 20213-1 (PA-3 - Park), 20214-1 (PA11 - Park), 20214-1 (PA10 - Intract), 20214-2 (PA15 - Intract), 20214-3 (PA12 - Intract), 20214-4 (PA14 - (Park), 20214-4 (PA13 - Intract), 20214-5 (PA19 - Intract), and 20214 (PA16 - Park), located west of Sierra Avenue, north of Summit Avenue, east of Cypress Avenue, and south of Casa Grande Avenue within the Summit at Rosena Specific Plan.

P. AMENDMENT TO SECTION 2-169 OF ARTICLE V, CHAPTER 2
AND SECTION 2-202 OF ARTICLE VI, CHAPTER 2 OF THE

FONTANA MUNICIPAL CODE
21-1885
Approve amendment to Section 2-169 of Article V Chapter 2, and Section 2-202, of Article VI, Chapter 2 of the Fontana Municipal Code expanding definition of authorized use of City Logos, Marks, Insignia, and Seals Q. Lease Agreements for Fire Station 71, Fire Station 73, Fire Station 74, Fire Station 77, Fire Station 78, and Fire Station 79; and Lease Repayment Agreement for Same.
21-1864
Approve Lease and Lease Repayment Agreements between the City of Fontana and the Fontana Fire Protection District and authorize budget adjustments increasing appropriations and sources in the amount of $7,406,545.76.

R. Final Acceptance of ABS Energy Project Phase II Services Contract (MS-39-PW-21).
21-1865

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.

S. Accept Grant Award from Kaiser Permanente 21-1875
Accept grant award from Kaiser Permanente in the amount of $20,000 for use towards Healthy Fontana’s “The Awareness Project.”
T. Acceptance of Final Map for Tract No. 20441 21-1880
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

28 City Council Meeting Minutes December 13, 2022
easements; and authorize the City Manager to enter into a Subdivision Improvement Agreement with the subdivider
U. 2019 Edward Bryne Memorial Justice Assistance Grant (JAG) 21-1882

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.

V. 2020 Edward Bryne Memorial Justice Assistance Grant (JAG) 21-1883

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.

W. Approve Amendment No 6 to Professional Services Agreement with Huitt-Zollars, Inc., for the Cypress Avenue Storm Drain Project 21-1887

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.

29 City Council Meeting Minutes December 13, 2022
X. 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
21-1888

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.

Y. Approve Amendment No. 2 to Professional Services Agreement with WLC Architects, Inc. for Fire Station 81
21-1889

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.

Z. Approve Amendment No. 4 to Professional Services Agreement with BMLA, Inc. for the South Fontana Park Project
21-1891

1. Approve and authorize the City Manager to execute Amendment No. 4 to Professional Services Agreement with BMLA, Inc. for Construction Phase Services in the additional amount of $9,000.00 for South Fontana Park (SP-32-PW-18) for a total compensation not to exceed $337,537.69.

2. Approve and authorize the City Manager to execute any future amendments to the contract with BMLA, Inc. for South Fontana Park.

AA. Approve Master Task Order Agreement with MDG Associates, Inc. for Grant Consulting Services
21-1902

1. Approve and authorize the City Manager to enter into a Master Task Order Agreement with MDG Associates, Inc. for grant consulting services with up to four (4) one-year extensions at the sole discretion of the City of Fontana for the amount not to exceed $175,000 annually.

2. Approve and authorize the City Manager to execute any future amendments to the contract with MDG Associates, Inc. for Grant Consulting Services.

AB. Police Department Monthly Information Update 21-1893 Accept the Police Department monthly information update for October 2022.

30 City Council Meeting Minutes December 13, 2022
AC. Annual Report on Development Impact Fees 21-1896
Adopt Resolution No. 2022- 138, of the City Council of the City of Fontana, approving the Annual Report on Development Impact Fees and making findings as to unexpended funds.

AD. 21-1907
AE. Award a bid for the 8996 Olive St Rehabilitation Project SB-32-HD-23
21-1913
Award and authorize the City Manager to execute a construction contract with Final Touch Construction for the rehabilitation of the 8996 Olive St in the amount of $683,290.00 and authorize a 10% contingency in the amount of $68,329 (Bid No. SB-32-HD-23).

AF. Public Safety Voice Logging System Replacement 21-1890

1. Award and Authorize the Purchasing Office to issue a Purchase Order to Cogent Technologies for the Eventide voice logging system and implementation services in the amount of $83,217. (Bid. No. SP-47-IT22).

2. Approve an increase in appropriations in the total amount of $83,217 in the Federal Asset Seizures Fund 223 in the Mid-Year Budget Report.

AG. Fontana Community Senior Center Coffee/Juice Bar Lease Agreement
21-1903
Authorize the City Manager to enter into a lease agreement with Very Special Mini Market to offer food and beverage preparation and retail services at the Fontana Community Senior Center and authorize the City Manager to execute any documents necessary to effectuate said agreement.

AH. Award Planning and Environmental Contract for the City of Fontana’s Arrow Boulevard and Tokay Avenue Land Use
Redesignation and Homelessness Prevention Resources and Care Center Project
21-1908

1. Approve and authorize the City Manager to award and execute a planning and environmental contract in an amount of up to $200,000.00 for environmental documentation for the City of Fontana’s Arrow Boulevard and Tokay Avenue Land Use Redesignation and Homelessness Prevention Resources and Care Center Project, located on eight parcels along Arrow Boulevard and Tokay Avenues (APNs: 0232-171-05, -06, -07, -08, -09, -12, -13, and -14).

2. Authorize the City Manager to execute any and all subsequent agreements and any other related items on behalf of the City of Fontana’s Arrow Boulevard and Tokay Avenue Land Use Redesignation and Homelessness Prevention Resources and Care Center Project, located on eight parcels along Arrow Boulevard and Tokay Avenues (APNs: 0232-171-05, -06, -07, -08, -09, -12, -13, and -14).

3. Authorize the City Manager to execute any and all contract amendments on

31 City Council Meeting Minutes December 13, 2022
behalf of the City of Fontana for the City of Fontana’s Arrow Boulevard and Tokay Avenue Land Use Redesignation and Homelessness Prevention Resources and Care Center Project, located on eight parcels along Arrow Boulevard and Tokay Avenues (APNs: 0232-171-05, -06, -07, -08, -09, -12, -13, and -14).

AI. Amend Fontana City Purchasing Code and Administrative Policy Purchasing 20-50
21-1909

1. Approve Ordinance No. 1911, amending the Article V. “Purchasing” of Chapter 10 of the Municipal Code.

2. Adopt Resolution 2022- 139, of the City Council of the City of Fontana, amending Administrative Policy Section 20-50 (Purchasing Policies and Procedures Manual).

AJ. Award Bid for Landscape Maintenance Services, SP-53-PW-23 21-1910

1. Award bids in the total amount of $14,556,118, and authorize the City Manager to enter into an agreement for two (2) years, for Landscape Maintenance Services (SP-53-PW-23) to the following bidders in the amounts of:
a. Area 1 - California Landscape and Design, Inc, $4,023,745 b. Area 2 - California Landscape and Design, Inc. $2,786,517 c. Area 3 - Stay Green, Inc. $4,223,624
d. Area 4 - Mariposa Landscape, Inc. $3,522,229

2. Authorized the City Manager to execute future contract amendments for remaining three (3) additional one-year (1) renewals for a total 5-year contract.

3. Approve a budget adjustment in the amount of $360,777 to increase appropriations to be included in the 2022-23 Mid-Year Budget Report.

AK. Adoption of a Resolution Approving the First Amendment to the Integrated Waste Agreement with Burrtec Waste Industries, Inc. and Finding the Action Exempt from the California Environmental Quality Act
21-1925

1. Adopt Resolution Approving the First Amendment to the Integrated Waste Agreement with Burrtec Waste Industries, Inc.

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

3. Find the action exempt from the California Environmental Quality Act.

PUBLIC HEARINGS:

A. Zoning Code Amendment No 22-013; A request for the adoption of an Urgency Ordinance by repealing and replacing Chapter 30, Article 5, Division 5, Section No. 30-467 of the City of Fontana Municipal Code relating to accessory dwelling units and junior 21-1845

32 City Council Meeting Minutes December 13, 2022
accessory dwelling units, and determining the ordinance to be exempt from CEQA
Mayor Warren opened the public hearing.

City Clerk Key noted for the record that there were no written correspondences received on this item.

Planning Department Director Nevins provided the staff report.

City Clerk Key noted for the record that there were no public correspondences were received on this item.

Mayor Warren closed the public hearing.

ACTION: Motion was moved by Council Member Roberts, seconded by Council Member Sandoval, to approve Public Hearing Item 'A' as follows:

1. Determine that the project is exempt pursuant to Section 15061 (b) (3) (General Rule Exemption), of the California Environmental Quality Act (CEQA) and Section No. 3.07 of the 2019 Local Guidelines for Implementing CEQA and direct staff to file the Notice of Exemption; and,

2. Read by title only and waive further reading of and introduce Ordinance No. 1910, an Urgency Ordinance of the City Council of the City of Fontana, approving amendments to Chapter 30 (Zoning and Development Code) of the Fontana Code to repeal and replace Chapter 30, Article 5, Division 5, Section No. 30-467 of the City of Fontana Municipal Code relating to accessory dwelling units and junior accessory dwelling units, and that the reading of the title constitutes the first reading thereof.

The motion carried unanimously. The vote was as follows: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None B. Quarterly Lien Action for Delinquent Sewer, Rubbish and Weed Abatement Accounts
21-1870

33 City Council Meeting Minutes December 13, 2022
Mayor Warren opened the public hearing.

City Clerk Key noted for the record that there were no written correspondences received on this item.

Revenue Operations Manager Lisa Conlon provided the staff report.

City Clerk Key noted for the record that there were no public correspondences received on this item.

Mayor Warren closed the public hearing.

ACTION: Motion was made by Council Member Cothran, seconded by Council Member Sandoval, to approve Public Hearing Item 'B' as follows:

1. Authorize staff to complete and record lien notices against real property for those sewer accounts sixty days or more delinquent as described in Certified Lien List and direct staff to forward recorded liens to the County for collection.

2. Authorize staff to complete and record liens against real property for those rubbish accounts more than ninety days delinquent as described in the Certified Lien List and direct staff to forward recorded liens to the County for collection.

3. Adopt Resolution No. 2022-140,of the City Council of the City of Fontana adopting the statement of unpaid expenses for weed abatement and imposing a lien against real property for payment thereof.

The motion carried by a unanimous vote. The vote was as follows: AYES:

Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN:

None
CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
City Manager Ballantyne congratulated the Council members on their re-election and thanked staff for their assistance on another successful holiday parade. In closing, City Manager Ballantyne noted for the community to be made aware of facility closures due to the upcoming holiday season.

ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports

34 City Council Meeting Minutes December 13, 2022
City Treasurer Koehler-Brooks thanked staff for a successful holiday parade.

City Clerk Key congratulated the winners of the Veteran's Day art and essay program; congratulated the Police Department employees of the month; commented on recently attended community events; and thanked the community for the recent election.

Council Member Cothran highlighted the holiday parade and winter events; and commented on recent ride along with Station 74.

Mayor Pro Tem Garcia congratulated colleagues on recent election; and congratulated upcoming San Bernardino County Supervisor Armendarez for his recent election win.

Council Member Sandoval thanked staff for a successful holiday parade; congratulated his wife, Mary Sandoval, for recent School Board election win; and wished the community a happy and safe holiday season.

Council Member Roberts highlighted the holiday parade; recognized the 23rd graduating FLIP Class; and thanked the community for electing him into his 8th term as Council Member.

Mayor Warren spoke on partnerships to combat homelessness; announcing San Bernardino County Supervisor Armendarez's upcoming swearing in ceremony; commented on youth education; State of Emergency of Education; spoke on drug awareness; and closed with upcoming community events.

ADJOURNMENT:

A. Adjournment

35 City Council Meeting Minutes December 13, 2022
Mayor Warren adjourned the meeting with a moment of silence in honor of Francis Hernandez, Former City Employee. Council Member Roberts asked for the community to pray for former Community Services Director Garth Nelson and his family.

Mayor Warren adjourned the meeting at 8:00 p.m. to the next regular meeting on Tuesday, January 24, 2023, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.
_______________________________________
Ashton R. Arocho, MMC
Deputy City Clerk

THE FOREGOING MINUTES WERE APPROVED AND ADOPTED BY THE FONTANA CITY COUNCIL ON THE 24TH OF JANUARY 2023.
______________________________________
Germaine Key
City Clerk

36 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1892 Agenda Date: 1/24/2023
Agenda #: B. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Acceptance of Final Map for Parcel Map No. 20250 and Abandonment of a Certain Portion of Right of Way of Boyle Avenue
RECOMMENDATION:

Accept Parcel Map No. 20250 located north of Slover Avenue, west of Juniper Avenue, east of Cypress Avenue, and south of the I-10 Freeway; accept as public dedicated streets and easements; and authorize the Mayor and City Clerk to certify the abandonment of a certain portion of right of way of Boyle Avenue.

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:

On December 21st, 2021, the City of Fontana Planning Commission approved Tentative Parcel Map No. 20250 (TPM No. 20-015) and Design Review No. 20-022 to consolidate forty-five parcels into one parcel of approximately 32.3 acres for the development of a speculative commerce center totaling approximately 705,735 square feet. The subdivider, Sierra Avenue Industrial, LLC, has complied with the Conditions of Approval and dedicated the required streets and easements as a part of the project. The Parcel Map has been reviewed by the City Engineer and found to be substantially correct.

As a part of this Parcel Map, portions of excess road right-of-way on Boyle Avenue are no longer needed and will be abandoned. Pursuant to Section 66434(g) of the California Government Code and Section 66499.20.2 of the Subdivision Map Act, the City Clerk must certify the abandonment of those certain portions of street right of way. The filing of this Parcel Map shall constitute an abandonment of those portions of the easements granted to the City of Fontana for street and public utility purposes. In accordance with the Subdivision Map Act, the Parcel Map is now being brought to the City Council for final approval.

FISCAL IMPACT:

This action will only approve the Parcel 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.

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File #: 21-1892 Agenda Date: 1/24/2023
Agenda #: B. Category: Consent Calendar
MOTION:

Approve staff recommendation.

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Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1900 Agenda Date: 1/24/2023
Agenda #: C. Category: Consent Calendar
FROM:

Development Services
SUBJECT:

Resolutions Establishing Cannabis Hours of Operation and Permit Integrity Process Standards RECOMMENDATION:

1. Adopt Resolution 2023-002, Establishing Cannabis Hours of Operation; and,

2. Adopt Resolution 2023-003, Establishing Cannabis Permit Integrity Process Standards

3. Find that these actions are not a project subject to the California Environmental Quality Act (CEQA)
COUNCIL GOALS:
· Promote economic development by concentrating on job creation. · Promote economic development by pursuing business attraction, retention, and expansion. · Promote economic development by striving to constantly improve the city's competitiveness. · Promote economic development by developing regulations for retail cannabis operations.

DISCUSSION:

Background
On July 26, 2022, the City Council approved the addition of Chapter 33 - “Cannabis Businesses and Activities” to the Code of the City of Fontana (“Code”) and modification of Chapter 30 - “Zoning and Development Code” to provide for limited retail sales of commercial cannabis. Minor amendments were approved on October 25, 2022 to rename “commercial cannabis” to “cannabis retailerstorefront” and to make minor modifications to Chapter 33 related to phasing, authorization letters, and locations for permit applications along with limiting the number of permits to be issued to any applicant to one.

In approving the new cannabis regulations, the City Council approved the establishment of a maximum of three (3) Permits. The Permits will be issued for one of each of three designated areas within the City (i.e., North, Central, and South). Within each of those designated areas, Permits may be issued in the following zone districts: C-1 (Community Commercial), C-2 (General Commercial), and Form-Based Code and Specific Plan areas designated in the proposed Ordinance No. 1899. In addition to all other applicable zoning regulations, no permit would be issued for a business located within a 600-foot radius of a school, a day care center, park, a youth and recreation center, or city boundaries.

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File #: 21-1900 Agenda Date: 1/24/2023
Agenda #: C. Category: Consent Calendar
Additionally, neither the Planning Commission, nor the City Council would play a role in the evaluation and scoring of applications for permits, nor would either play a role in the permit issuance.

The parameters and criteria for the issuance of a permit are set out in specific detail in Ordinance No. 1899 and include a rigorous four-phase application process, the implementation of which is wholly administrative.

Analysis:

Ordinance No. 1899, established the requirements for engaging in a commercial cannabis business within the City. The ordinance identified multiple steps that the city must complete prior to opening the application process. As part of the ordinance, the City Council must establish certain requirements by resolution; these include establishing allowable hours of operation for cannabis businesses and establishing permitting process integrity standards. Additionally, the City Council must approve an operating agreement for each permit issued prior to commencement of business. Staff proposes that the City Council approve the attached Resolution specifying hours of operation of no earlier than 9:00 a.m. and no later than 9:00 p.m. daily and approve the attached Resolution identifying permitting process integrity standards.

The adoption of hours of operation and permit integrity process standards for commercial cannabis businesses do not qualify as a project under the California Environmental Quality Act (“CEQA”).

Notably, this action will not result in any direct or reasonably foreseeable indirect physical change in the environment. (State CEQA Guidelines, § 15378(a); see also State CEQA Guidelines, §§ 15060 (c)(2)-(3).) This action does not approve any cannabis business and will not result in any construction, development, or any other action that could impact the environment.

FISCAL IMPACT:

The proposed resolutions will have no fiscal impact on the City.

MOTION:

Approve staff recommendation.

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RESOLUTION NO. 2023-002

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

FONTANA, CALIFORNIA ESTABLISHING HOURS OF
OPERATION IN ACCORDANCE WITH SECTION 33-29(b) OF THE

COMMERCIAL CANNABIS BUSINESSES CHAPTER OF THE

FONTANA CITY CODE, AND FINDING THAT THIS ACTION IS

NOT A PROJECT SUBJECT TO THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT
WHEREAS, on September 13, 2016, the City Council adopted Ordinance No. 1747 prohibiting all marijuana uses in the City to the extent allowed under California, and included a provision requiring a Residential Indoor Marijuana Cultivation (“RMIC”) permit for any individual who desires to grow up to six (6) marijuana plants in their private residence; WHEREAS, on November 8, 2016, California voters approved Proposition 64, titled the “Adult Use of Marijuana Act” (the “AUMA”) and enacted a state statutory scheme legalizing, controlling, and regulating the cultivation, processing, manufacturing, distribution, testing, and sale of nonmedical (“adult-use“ or “recreational”) cannabis, including cannabis products, for use by adults twenty-one (21) years of age and older;
WHEREAS, on June 27, 2017, Governor Brown signed Senate Bill 94, the “Medicinal and Adult-Use Cannabis Regulation and Safety Act” (“SB 94” or the “MAUCRSA”). SB 94 creates one state regulatory structure for medical and adult-use cannabis use and commercial cannabis activities, reconciling AUMA, with Proposition 215 and MCRSA. SB 94 continues to provide that a state license will not be approved for a business to engage in Commercial Cannabis Activity if the business activity violates any local ordinance or regulation; WHEREAS, the three State licensing authorities charged with licensing and regulating commercial cannabis activities in California, the Bureau of Cannabis Control (“BCC”), the California Department of Food and Agriculture (“CDFA”), and the California Department of Public Health (“CDPH”), commenced releasing emergency regulations, outlining the standards and licensing procedures for both medicinal and adult-use commercial cannabis, and began issuing licenses for such activities on January 1, 2018;
WHEREAS, on January 24, 2017, the City Council adopted Ordinance No. 1758 amending the Zoning and Development Code by adding a new Section 30-7(b) entitled “Residential Indoor Marijuana Cultivation” to regulate indoor cultivation of marijuana and adoption of Resolution No. 2017-05 establishing fees for a RMIC permit; 48 Resolution No. 2023-002

WHEREAS, a Petition for Writ of Mandate was filed against the City to prohibit the enforcement of Ordinance No. 1758 (“Petition”), and on November 2, 2018, a court issued a ruling granting the Petition;
WHEREAS, on February 26, 2019, the City council adopted Ordinance No. 1794 amending Section 30-7(B)(c) and 30-7(b)9f) to address the court’s ruling, and bring the City Municipal Code into conformance with the court’s ruling and amending the RIMC fee amount; WHEREAS, having banned commercial cannabis citywide so as to monitor continuous developments with state law and how neighboring cities would regulate cannabis, the City Council has developed an approach to regulating cannabis businesses within the City which will increase the likelihood of high quality and successful businesses and minimize potential adverse secondary impacts;
WHEREAS, the City Council finds and declares that this Ordinance constitutes a valid exercise of police power in accordance with Article XI, Section 7 of the California Constitution, is consistent with the language and intent of the AUMA, MAUCRSA, and related laws regulations, and policies issued by the state, consistent with the General Plan, and furthers the health, safety, and general welfare of the residents of the City of Fontana; WHEREAS, on July 26, 2022, the City Council adopted Ordinance No. 1899 adding Chapter 33 to the Fontana Municipal Code (“FMC”) to regulate commercial cannabis businesses within the City; and
WHEREAS, on October 25, 2022, the City Council adopted Ordinance No. 1906 amending Chapter 30 and Chapter 33 to rename “commercial cannabis” to “cannabis retailerstorefront” and reference special regulations for same and to make minor modifications to Chapter 33 related to phasing, authorization letters, and locations for permit applications along with limiting the number of permits to be issued to any applicant to one; WHEREAS, the new commercial cannabis provisions require the City Council to establish hours of operation applicable to commercial cannabis businesses in accordance with Section 33-29(b) of the Fontana Municipal Code;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana as follows:

SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis and foundation for the City's adoption of this Resolution.

SECTION 2. The adoption of hours of operation for commercial cannabis businesses does not qualify as a project under the California Environmental Quality Act (“CEQA”). Notably, this action will not result in any direct or reasonably foreseeable indirect physical change in the environment. (State CEQA Guidelines, § 15378(a);see also State CEQA Guidelines, 49 Resolution No. 2023-002

§§ 15060(c)(2)-(3).) This action does not approve any cannabis business and will not result in any construction, development, or any other action that could impact the environment.

SECTION 3. The Fontana City Council hereby adopts the following hours of operation for commercial cannabis businesses in accordance with Section 33-29(b) of the Fontana Municipal Code. Commercial cannabis businesses shall only operate from: 9:00 am to 9:00 pm.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it shall become effective immediately upon its approval.

ADOPTED by the City Council of the City of Fontana, California, at a regular meeting of the City Council held on the 24th day of January, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

City of Fontana
________________________________
Acquanetta Warren, Mayor
ATTEST:
________________________________
Germaine McClellan Key, City Clerk
50 Resolution No. 2023-002

APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
________________________________
Ruben Duran, City Attorney
51 RESOLUTION NO. 2023-003

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

FONTANA, ESTABLISHING PROCESS INTEGRITY STANDARDS

APPLICABLE TO COMMERCIAL CANNABIS PERMIT

APPLICANTS AND THEIR REPRESENTATIVES LOBBYING OR

WORKING ON THEIR BEHALF IN ACCORDANCE WITH
SECTION 30-42 OF THE COMMERCIAL CANNABIS

BUSINESSES CHAPTER OF THE FONTANA CITY CODE, AND

FINDING THIS ACTION IS NOT A PROJECT SUBJECT TO THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, on September 13, 2016, the City Council adopted Ordinance No. 1747 prohibiting all marijuana uses in the City to the extent allowed under California, and included a provision requiring a Residential Indoor Marijuana Cultivation (“RIMC”) permit for any individual who desires to grow up to six (6) marijuana plants in their private residence; WHEREAS, on November 8, 2016, California voters approved Proposition 64, titled the “Adult Use of Marijuana Act” (the “AUMA”) and enacted a state statutory scheme legalizing, controlling, and regulating the cultivation, processing, manufacturing, distribution, testing, and sale of nonmedical (“adult-use“ or “recreational”) cannabis, including cannabis products, for use by adults twenty-one (21) years of age and older;
WHEREAS, on June 27, 2017, Governor Brown signed Senate Bill 94, the “Medicinal and Adult-Use Cannabis Regulation and Safety Act” (“SB 94” or the “MAUCRSA”). SB 94 creates one state regulatory structure for medical and adult-use cannabis use and commercial cannabis activities, reconciling AUMA, with Proposition 215 and MCRSA. SB 94 continues to provide that a state license will not be approved for a business to engage in Commercial Cannabis Activity if the business activity violates any local ordinance or regulation; WHEREAS, the three State licensing authorities charged with licensing and regulating commercial cannabis activities in California, the Bureau of Cannabis Control (“BCC”), the California Department of Food and Agriculture (“CDFA”), and the California Department of Public Health (“CDPH”), commenced releasing emergency regulations, outlining the standards and licensing procedures for both medicinal and adult-use commercial cannabis, and began issuing licenses for such activities on January 1, 2018;
WHEREAS, on January 24, 2017, the City Council adopted Ordinance No. 1758 amending the Zoning and Development Code by adding a new Section 30-7(b) entitled “Residential Indoor Marijuana Cultivation” to regulate indoor cultivation of marijuana and adoption of Resolution No. 2017-05 establishing fees for a RIMC permit; 52 Resolution No. 2023-003

WHEREAS, a Petition for Writ of Mandate was filed against the City to prohibit the enforcement of Ordinance No. 1758 (“Petition”), and on November 2, 2018, a court issued a ruling granting the Petition;
WHEREAS, on March 12, 2019, the City Council adopted Ordinance No. 1794 amending Section 30-7(B)(c) and 30-7(b)9f) to address the court’s ruling, and bring the City Municipal Code into conformance with the court’s ruling and amending the RIMC fee amount; WHEREAS, having banned commercial cannabis citywide so as to monitor continuous developments with state law and how neighboring cities would regulate cannabis, the City Council has developed an approach to regulating cannabis businesses within the City which will increase the likelihood of high quality and successful businesses and minimize potential adverse secondary impacts;
WHEREAS, the City Council finds and declares that this Ordinance constitutes a valid exercise of police power in accordance with Article XI, Section 7 of the California Constitution, is consistent with the language and intent of the AUMA, MAUCRSA, and related laws regulations, and policies issued by the state, consistent with the General Plan, and furthers the health, safety, and general welfare of the residents of the City of Fontana; WHEREAS, on July 26, 2022, the City Council adopted Ordinance No. 1899 adding Chapter 33 to the Fontana Municipal Code (“FMC”) to regulate commercial cannabis businesses within the City; and
WHEREAS, on October 25, 2022, the City Council adopted Ordinance No. 1906 amending Chapter 30 and Chapter 33 to rename “commercial cannabis” to “cannabis retailerstorefront” and reference special regulations for same and to make minor modifications to Chapter 33 related to phasing, authorization letters, and locations for permit applications along with limiting the number of permits to be issued to any applicant to one; WHEREAS, the new commercial cannabis provisions require the City Council to establish Process Integrity Standards applicable to commercial cannabis permit applicants and persons working on behalf of such applicants;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana as follows:

SECTION 1. The adoption of the Process Integrity Standards set forth in Exhibit A to this Resolution does not qualify as a project under the California Environmental Quality Act (“CEQA”). Notably, this action will not result in any direct or reasonably foreseeable indirect physical change in the environment. (State CEQA Guidelines, § 15378(a);see also State CEQA Guidelines, §§ 15060(c)(2)-(3).) This action does not approve any cannabis business and will not result in any construction, development, or any other action that could impact the environment.
53 Resolution No. 2023-003

SECTION 2. The Fontana City Council hereby adopts the Process Integrity Standards set forth in Exhibit A to this Resolution and incorporated herein.

SECTION 3. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it shall become effective immediately upon its approval.

ADOPTED by the City Council of the City of Fontana, California, at a regular meeting of the City Council held on the 24th day of January, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

City of Fontana
________________________________
Acquanetta Warren, Mayor
ATTEST:
________________________________
Germaine McClellan Key, City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
________________________________
Ruben Duran, City Attorney
54 Resolution No. 2023-003

EXHIBIT “A”

PROCESS INTEGRITY STANDARDS FOR COMMERCIAL CANNABIS PERMIT APPLICANTS Definitions
“Applicant” shall include any individual or entity applying for a Commercial Cannabis Permit, and including any officer, director, partner, consultant, public relations, governmental affairs or other duly authorized “representative” applying on behalf of an individual or entity or making representations on behalf of an individual or entity.
“Commercial Cannabis Permit” means the regulatory permit issued by the City to a commercial cannabis business, which is required before any Commercial Cannabis Activity may be conducted in the City.

All other definitions shall be those set forth in Section 33-5 of the Fontana City Code.

Standards

1. No Ex-Parte Contacts: An applicant and its representatives shall not attempt to contact or initiate contact, in person, by phone or by electronic means, with the Mayor or any City Council Member during the application review period.

2. No Gifts: An applicant and its representatives shall not directly or through any agent or intermediary make, or arrange for the making of, any gift to the Mayor, City Council Member or staff person while the application is pending and for at least twelve (12) months after a Commercial Cannabis Permit is awarded. Gift shall have the meaning it is defined to have in the California Political Reform Act.

3. No Campaign Contributions: An applicant and its representatives shall not make a campaign contribution or loan to the Mayor or any City Council Member at anytime during the application review process and for at least twelve (12) months after a Commercial Cannabis Permit is issued to the Applicant.

Penalties
Failure to abide by these Process Integrity Standards may result in disqualification from an existing cannabis permit review process or revocation of a permit if it is later determined that the applicant or any person associated with the application or any third party lobbying on their behalf has violated these standards.
55 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1940 Agenda Date: 1/24/2023
Agenda #: D. Category: Consent Calendar
FROM:

Police Department
SUBJECT:

Police Department Donations July - December 2022
RECOMMENDATION:

Accept monetary and gift donations from multiple donors including community programs, businesses, and citizens.

COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · Improve public safety by emphasizing community-oriented policing, community involvement, and youth programs.

DISCUSSION:

The Fontana Police Department received various donations including meals, drinks, snack items, bicycles, gift cards, sports tickets, autographed cards, gift baskets, handmade wooden American flag, escape room entry tickets, first aid gift bucket, key chains, clothing, hygiene kits, stocking stuffers and monetary donations to charity. Please reference the attached spreadsheet for the complete list of generous donations which help support the Police Department and its various programs.

FISCAL IMPACT:

Increase funds to the following accounts:
· $6,600.00 for Holiday fund, deposited to account #101.3308 · $200.00 for National Night Out Fund, deposited to account #101.3301 MOTION:

Approve staff recommendation.

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DATE DONOR ITEM APPROX VALUE REASON
7/5/2022 Fontana Foundation of Hope Check Donation #101.3301 $ 100.00 2022 National Night Out 7/15/22 Volunteers for Veterans Foundation
Men/womens shoes, socks, and
snacks $ 500.00 Community Outreach Program
7/18/22 LAPD Donuts $ 20.00 Appreciation
7/19/22 Chik-Fil-A Rancho Sandwiches, salads, tea & chicken $ Appreciation 425.00 8/2/22 Krispy Kreme Donuts $ 200.00 Appreciation
8/2/22 Armada Towing $100 Cash Donation #101.3301 $ 100.00 2022 National Night Out 8/2/22 Hope Reigns Foundation 4 Tickets and autographed card $ 200.00 2023 National Night Out 8/2/22 Morongo Casino & resort 1 Night stay food certificate $ 300.00 2024 National Night Out 8/2/22 Raising Canes 2 Gift baskets $ 150.00 2025 National Night Out 8/2/22 Burtec $250 Gift card $ 250.00 2026 National Night Out 8/2/22 Picaboo.com 5-$50 Gift certficates for photos $ 250.00 2027 National Night Out 8/2/22 All about word art $15 Certificate for word art off esty
$ 15.00 2028 National Night Out
8/2/22 Homes for Heros/Charlene Sandoval Handmade wooden American flag $ 150.00 2029 National Night Out
8/2/22 Ontario Fury Indoor Soccer 4 Club midfield tickets $ 100.00 2030 National Night Out 8/2/22 Exodus Escape Room Free Escape room experience for 8 $ 280.00 2031 National Night Out 8/2/22 Rose Hills Memorial Park Gift Basket $ 75.00 2032 National Night Out 8/2/22 The Insurance Goddess 2 Gift bags with mugs $ 50.00 2033 National Night Out 8/2/22 Arrowhead Credit Union Holiday Gift truck décor $ 50.00 2034 National Night Out 8/2/22 Mod Pizza Pizza and Movie Gift Basket $ 100.00 2035 National Night Out 8/2/22 Congresswomen Norma Torres Office $25 Giftcard to Lucilles $ 25.00 2036 National Night Out 8/2/22 Home Depot First Aid Gift Bucket $ 100.00 2037 National Night Out 8/2/22 Fontana School PD 3 Patches and Key Chains $ 50.00 2038 National Night Out 8/5/22 Citylink Case of water $ 5.00 Community Outreach Program 8/7/22 Flipside Community Church Assorted pastries $ 30.00 Appreciation 8/10/22 Volunteers for Veterans Foundation
Men/women shirts, snacks and
water
$ 250.00 Community Outreach Program
8/15/22 Truckstop Ministries Popsicles $ 60.00 Appreciation 8/30/22 Costco Fontana Gift Card $ 50.00 Let's Move on the Trail Program 9/15/22 Threefort USA - Tiffany Liu Cheesecake Factory Giftcards $ 1,000.00 Appreciation - Used for lunch for Field Services and front desk
9/20/22 Volunteers for Veterans Foundation Snacks $ 150.00 Community Outreach Program 10/21/22 Volunteers for Veterans Foundation Case of organic bananas $ 150.00 Community Outreach Program 10/24/22 Volunteers for Veterans Foundation
Food, blankets, men shorts, and
sweatshirts $ 400.00 Community Outreach Program
10/26/22 Target Gift Cards $ 2,500.00 Heros and Helpers Event 11/1/22 Volunteers for Veterans Foundation Socks $ 4,000.00 Community Outreach Program 11/16/22 San Bernardino County FireFighters Assc Check Donation #101.3308 $ 500.00 Shop With a Senior Event 11/21/22 Volunteers for Veterans Foundation
Food, sweatshirts, and
sweatpants
$ 200.00 Community Outreach Program
11/23/22 Calvary Chapel Summit Church Thanksgiving Lunch $ 300.00 Appreciation 11/24/22 Prep Life Upland Turkey lunches for Thanksgiving $ Appreciation 280.00 11/28/22 Wal Mart Check donation #101.3308 $ 3,000.00 Community Grant Program 11/29/22 Fontana Police Foundation Check Donation #101.3308 $ 1,000.00 Heros and Helpers Event 11/29/22 Rotolo Chevrolet Check Donation #101.3308 $ 500.00 Shop With a Senior Event 11/30/22 Fontana PBA Check Donation #101.3308 $ 300.00 Shop With a Senior Event 11/30/22 Fontana PBA Check Donation #101.3308 $ 300.00 Love Our Veterans Event 12/6/22 Cycling Connection Bicycles and Locks $ 4,000.00 Bike Giveaway

DONATION LOG
57 12/9/22 Ingold Funeral Home Donuts (one dozen) $ 10.00 Appreciation 12/12/22 Exchange Club of Fontana Check Donation #101.3308 $ 500.00 Shop With a Senior Event 12/13/22 Fontana POA Check Donation #101.3308 $ 500.00 Heros and Helpers Event 12/15/22 Volunteers for Veterans Foundation Snacks $ 50.00 Community Outreach Program 12/17/22 Farmers Ins Jasmine Arteaga Stocking Stuffer Gifts $ 300.00 Heros and Helpers Event 12/20/22 Oldcastle APG Hygiene Kits for Seniors and
Homeless $ 2,000.00 Community Outreach Program
12/22/22 Loy Ragan (Resident) Pizza, snacks, drinks $ Appreciation 380.00 Total value of donated items $ 19,405.00
Total checks/cash 6,800.00 $
Grand Total $ 26,205.00
58 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1941 Agenda Date: 1/24/2023
Agenda #: E. Category: Consent Calendar
FROM:

Public Works
SUBJECT:

Authorize the purchase of a CNG Freightliner M2 Dump Body Claw Truck.

RECOMMENDATION
Authorize the Purchasing Office to use the Sourcewell Cooperative Purchasing Agreement (Contract #40621-PII) for the purchase of one (1) 2024 Freightliner 114SD from Municipal Maintenance Equipment in the amount of $315,156.58, plus sales tax $24,424.63 and CA tire fee $10.50 for a total of $339,591.71.

COUNCIL GOALS:
· Operate in a businesslike manner by creating a memorable customer experience with every interaction.
· Practice sound fiscal management by living within our means while investing in the future.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.

DISCUSSION:

The Public Works Department, Utilities and Streets Division is responsible for the maintenance and repair of the City street infrastructure which covers a span of 43.07 square miles. The Claw Truck is an essential piece of equipment needed to maintain curb sides, streets and empty fields for debris removal. The department is requesting to purchase a new vehicle to replace one of the existing trucks. The truck being replaced will meet the South Coast Air Quality Management District’s Rule 1196 CNG criteria. Additional funds were approved in the FY2022-2023 Supplemental Budget 21- 1407.

The selected Claw Truck is being recommended for purchase after a comprehensive review process by Department, field, and Fleet Services staff. Based upon the research, the truck that meets the departments needs is the Claw Truck mounted on a CNG Freightliner 114SD from Municipal Maintenance Equipment.

Fontana City Code Article V- Purchasing Section 10-152(4) authorizes bidding to be exempt since the competitive bidding was already conducted by another agency. Staff is recommending that City Council authorize this purchase between Municipal Maintenance Equipment and the City, and to “piggyback” off the Sourcewell Contract for the Claw Truck.

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File #: 21-1941 Agenda Date: 1/24/2023
Agenda #: E. Category: Consent Calendar
FISCAL IMPACT:

Funding in the amount of $315,156.58 for the purchase of this vehicle has been approved in the FY 2022/2023 budget as part of the Fleet Services capital replacement, specifically in Account No. 75138306.8319.

MOTION:

Approved staff recommendation.

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63 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1943 Agenda Date: 1/24/2023
Agenda #: F. Category: Consent Calendar
FROM:

Police Department
SUBJECT:

Officer Wellness and Mental Health Grant Award
RECOMMENDATION:
· Accept the Officer Wellness and Mental Health Grant Award in the amount of $136,204.04 from BSCC (Board of State and Community Corrections).
· Increase revenues in the amount of $136,204.04; and appropriate $136,204.04 in Grant Fund #301, Project #40100002-301-A.

COUNCIL GOALS:
· Practice sound fiscal management by pursing grant opportunities. · Create and maintain a dynamic team by emphasizing staff development.

DISCUSSION:

The BSCC have issued an Officer Wellness and Mental Health grant to all eligible law enforcement agencies. The Fontana Police Department has been identified as an eligible recipient and will be receiving $136,204.04 in grant funding. The purpose of the funding is to improve officer wellness and expand mental health resources as listed below:
· Establishing officer wellness units or expanding existing officer wellness units. · Establishing peer support units or expanding peer support units. · Services provided by a licensed mental health professional, counselor, or other processional that works with law enforcement.
· Expanding multiagency mutual aid programs focused on officer wellness and mental health. · Other programs or services that are evidence based or have a successful track record of enhancing officer wellness.

FISCAL IMPACT:

The City of Fontana will increase revenues in the amount of $136,204.04; and increase appropriations for expenditures in the amount of $136,204.04 in Grant Fund #301, Project #40100002-301-A. Appropriate budget adjustments will be submitted to the Budget Office with the Mid-Year Budget status report.

MOTION:

Accept staff recommendation
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File #: 21-1943 Agenda Date: 1/24/2023
Agenda #: F. Category: Consent Calendar
City of Fontana Page 2 of 2 Printed on 1/19/2023
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DATE: December 21, 2022
TO: Police Chiefs and Sheriffs
FROM: Linda Penner, Chair
SUBJECT: OFFICER WELLNESS AND MENTAL HEALTH GRANT AWARD I am pleased to let you know that the BSCC has begun processing the Officer Wellness and Mental Health grants, which were included in the Budget Act of 2022. All eligible law enforcement agencies will receive their payment by February 15, 2023. This memorandum provides further information about the purposes of the grant, and requests your assistance in identifying the person in your agency who will be responsible for required data reporting.

This disbursement is being made in accordance with Assembly Bill 178, Chapter 45, Statutes of 2022, Item 5227-121-0001. This funding is available to all city and county law enforcement agencies employing officers described in Section 830.1 of the Penal Code. The Officer Wellness grant is for the purpose of improving officer wellness and expanding mental health sources as follows:

1. Establishing officer wellness units or expanding existing officer wellness units.

2. Establishing peer support units or expanding peer support units.

3. Services provided by a licensed mental health professional, counselor, or other professional that works with law enforcement.

4. Expanding multiagency mutual aid programs focused on officer wellness and mental health.

5. Other programs or services that are evidence based or have a successful track record of enhancing officer wellness.

For further information about this funding and to identify the amount of funding allocated to your agency, please visit the Board of State and Community Corrections’ webpage for the Officer Wellness and Mental Health Grant available at https://www.bscc.ca.gov/officer-wellness-and-mental-health-grant-program/.

Provision 2 of the Budget Act requires each grant recipient to submit an expenditure report and a final impact report no later than December 1, 2025. Additionally, grant recipients will submit a brief annual expenditure report. Reports will be provided to the Commission on Peace Officer Standards and Training (POST). Detailed information regarding reporting requirements and reporting requirement webinars will be sent out in early 2023.
66 Officer Wellness & Mental Health Grant Recipients

Please send the name and email address of the individual(s) within your agency who will be responsible for the implementation and reporting requirements for this grant to [email protected] by February 28, 2023 so they may receive additional information regarding detailed reporting requirements, webinars, and deadlines.

If you have any questions regarding this funding distribution, please email [email protected] and a BSCC staff member will respond.

Sincerely,

LINDA PENNER
Chair
Board of State & Community Corrections
67 COUNTY AGENCY NAME AWARD AMOUNT
ALAMEDA COUNTY ALAMEDA CO SD/CORONER $ 709,103.49
ALAMEDA COUNTY ALAMEDA PD $ 47,741.62
ALAMEDA COUNTY ALBANY PD $ 20,000.00
ALAMEDA COUNTY BAY AREA RAPID TRANSIT PD $ 145,331.11
ALAMEDA COUNTY BERKELEY PD $ 106,014.48
ALAMEDA COUNTY EAST BAY REG PARK DPS $ 37,912.46
ALAMEDA COUNTY EMERYVILLE PD $ 28,000.00
ALAMEDA COUNTY FREMONT PD $ 117,949.89
ALAMEDA COUNTY HAYWARD PD $ 113,737.39
ALAMEDA COUNTY LIVERMORE PD $ 63,187.44
ALAMEDA COUNTY NEWARK PD $ 34,402.05
ALAMEDA COUNTY OAKLAND PD $ 483,032.87
ALAMEDA COUNTY PIEDMONT PD $ 15,000.00
ALAMEDA COUNTY PLEASANTON PD $ 54,762.45
ALAMEDA COUNTY SAN LEANDRO PD $ 49,847.87
ALAMEDA COUNTY UNION CITY PD $ 47,039.54
ALPINE COUNTY ALPINE CO SO $ 15,000.00
AMADOR COUNTY AMADOR CO SO/CORONER $ 32,997.89
AMADOR COUNTY IONE PD $ 15,000.00
AMADOR COUNTY JACKSON PD $ 15,000.00
AMADOR COUNTY SUTTER CREEK PD $ 15,000.00
BUTTE COUNTY BUTTE CO SO/CORONER $ 122,162.38
BUTTE COUNTY CHICO PD $ 65,293.69
BUTTE COUNTY GRIDLEY PD $ 15,000.00
BUTTE COUNTY OROVILLE PD $ 15,000.00
BUTTE COUNTY PARADISE PD $ 15,000.00
CALAVERAS COUNTY ANGELS CAMP PD $ 15,000.00
CALAVERAS COUNTY CALAVERAS CO SD $ 40,018.71
COLUSA COUNTY COLUSA COUNTY SD $ 25,000.00
COLUSA COUNTY COLUSA PD $ 15,000.00
COLUSA COUNTY WILLIAMS PD $ 15,000.00
CONTRA COSTA COUNTY ANTIOCH PD $ 77,229.09
CONTRA COSTA COUNTY BRENTWOOD PD $ 46,337.46
CONTRA COSTA COUNTY CLAYTON PD $ 15,000.00
CONTRA COSTA COUNTY CONCORD PD $ 93,376.99
CONTRA COSTA COUNTY CONTRA COSTA CO SO/CORONER $ 435,993.33 CONTRA COSTA COUNTY EL CERRITO PD $ 25,000.00
CONTRA COSTA COUNTY HERCULES PD $ 20,000.00
CONTRA COSTA COUNTY KENSINGTON PD $ 15,000.00
CONTRA COSTA COUNTY MARTINEZ PD $ 28,000.00
CONTRA COSTA COUNTY MORAGA PD $ 15,000.00
CONTRA COSTA COUNTY OAKLEY PD $ 28,000.00
CONTRA COSTA COUNTY PINOLE PD $ 20,000.00
CONTRA COSTA COUNTY PITTSBURG PD $ 62,485.36
CONTRA COSTA COUNTY PLEASANT HILL PD $ 30,891.64
CONTRA COSTA COUNTY RICHMOND PD $ 83,547.84
CONTRA COSTA COUNTY SAN PABLO PD $ 37,912.46
CONTRA COSTA COUNTY SAN RAMON PD $ 46,337.46
CONTRA COSTA COUNTY WALNUT CREEK PD $ 51,252.03
Officer Wellness and Mental Health Grant Program
Funding Distribution Schedule
December 12, 2022 1
68 COUNTY AGENCY NAME AWARD AMOUNT
DEL NORTE COUNTY CRESCENT CITY PD $ 15,000.00
DEL NORTE COUNTY DEL NORTE COUNTY SO $ 15,000.00
EL DORADO COUNTY EL DORADO CO SO $ 117,247.80
EL DORADO COUNTY PLACERVILLE PD $ 15,000.00
EL DORADO COUNTY SOUTH LAKE TAHOE PD $ 28,000.00
FRESNO COUNTY CLOVIS PD $ 73,718.68
FRESNO COUNTY COALINGA PD $ 15,000.00
FRESNO COUNTY FIREBAUGH PD $ 15,000.00
FRESNO COUNTY FOWLER PD $ 15,000.00
FRESNO COUNTY FRESNO CO SO $ 288,555.97
FRESNO COUNTY FRESNO PD $ 557,453.63
FRESNO COUNTY HURON PD $ 15,000.00
FRESNO COUNTY KERMAN PD $ 25,000.00
FRESNO COUNTY KINGSBURG PD $ 20,000.00
FRESNO COUNTY MENDOTA PD $ 15,000.00
FRESNO COUNTY ORANGE COVE PD $ 15,000.00
FRESNO COUNTY PARLIER PD $ 15,000.00
FRESNO COUNTY REEDLEY PD $ 25,000.00
FRESNO COUNTY SANGER PD $ 28,000.00
FRESNO COUNTY SELMA PD $ 28,000.00
GLENN COUNTY GLENN CO SO/CORONER $ 30,891.64
GLENN COUNTY ORLAND PD $ 15,000.00
HUMBOLDT COUNTY ARCATA PD $ 20,000.00
HUMBOLDT COUNTY EUREKA PD $ 28,000.00
HUMBOLDT COUNTY FERNDALE PD $ 15,000.00
HUMBOLDT COUNTY FORTUNA PD $ 15,000.00
HUMBOLDT COUNTY HUMBOLDT CO SO $ 128,481.13
HUMBOLDT COUNTY RIO DELL PD $ 15,000.00
IMPERIAL COUNTY BRAWLEY PD $ 20,000.00
IMPERIAL COUNTY CALEXICO PD $ 20,000.00
IMPERIAL COUNTY CALIPATRIA PD $ 15,000.00
IMPERIAL COUNTY EL CENTRO PD $ 28,083.31
IMPERIAL COUNTY IMPERIAL CO SO $ 63,187.44
IMPERIAL COUNTY IMPERIAL PD $ 15,000.00
IMPERIAL COUNTY WESTMORLAND PD $ 15,000.00
INYO COUNTY BISHOP PD $ 15,000.00
INYO COUNTY INYO COUNTY SO $ 28,000.00
KERN COUNTY ARVIN PD $ 15,000.00
KERN COUNTY BAKERSFIELD PD $ 305,405.96
KERN COUNTY BEAR VALLEY PD $ 15,000.00
KERN COUNTY CALIFORNIA CITY PD $ 15,000.00
KERN COUNTY DELANO PD $ 33,699.97
KERN COUNTY KERN COUNTY SO $ 501,989.10
KERN COUNTY MCFARLAND PD $ 15,000.00
KERN COUNTY RIDGECREST PD $ 25,000.00
KERN COUNTY SHAFTER PD $ 25,000.00
KERN COUNTY STALLION SPRINGS PD $ 15,000.00
KERN COUNTY TAFT PD $ 15,000.00
KERN COUNTY TEHACHAPI PD $ 15,000.00
KINGS COUNTY AVENAL PD $ 15,000.00
KINGS COUNTY CORCORAN PD $ 15,000.00
KINGS COUNTY HANFORD PD $ 42,827.04
December 12, 20222
69 COUNTY AGENCY NAME AWARD AMOUNT
KINGS COUNTY KINGS CO SHERIFF'S OFFICE $ 136,204.04
KINGS COUNTY LEMOORE PD $ 28,000.00
LAKE COUNTY CLEARLAKE PD $ 20,000.00
LAKE COUNTY LAKE CO SO $ 64,591.60
LAKE COUNTY LAKEPORT PD $ 15,000.00
LASSEN COUNTY LASSEN CO SO $ 38,614.55
LASSEN COUNTY SUSANVILLE PD $ 15,000.00
LOS ANGELES COUNTY ALHAMBRA PD $ 56,868.70
LOS ANGELES COUNTY ARCADIA PD $ 45,635.37
LOS ANGELES COUNTY AZUSA PD $ 36,508.30
LOS ANGELES COUNTY BALDWIN PARK PD $ 40,720.79
LOS ANGELES COUNTY BELL GARDENS PD $ 32,295.80
LOS ANGELES COUNTY BELL PD $ 25,000.00
LOS ANGELES COUNTY BEVERLY HILLS PD $ 94,781.16
LOS ANGELES COUNTY BURBANK PD $ 103,908.23
LOS ANGELES COUNTY CLAREMONT PD $ 28,000.00
LOS ANGELES COUNTY COVINA PD $ 40,720.79
LOS ANGELES COUNTY CULVER CITY PD $ 70,910.35
LOS ANGELES COUNTY DOWNEY PD $ 80,037.42
LOS ANGELES COUNTY EL MONTE PD $ 75,824.93
LOS ANGELES COUNTY EL SEGUNDO PD $ 37,912.46
LOS ANGELES COUNTY GARDENA PD $ 60,379.11
LOS ANGELES COUNTY GLENDALE PD $ 162,883.18
LOS ANGELES COUNTY GLENDORA PD $ 34,402.05
LOS ANGELES COUNTY HAWTHORNE PD $ 64,591.60
LOS ANGELES COUNTY HERMOSA BEACH PD $ 28,000.00
LOS ANGELES COUNTY HUNTINGTON PARK PD $ 37,210.38
LOS ANGELES COUNTY INGLEWOOD PD $ 120,056.14
LOS ANGELES COUNTY IRWINDALE PD $ 25,000.00
LOS ANGELES COUNTY LA VERNE PD $ 28,000.00
LOS ANGELES COUNTY LONG BEACH PD $ 520,243.25
LOS ANGELES COUNTY LOS ANGELES CO SD $ 6,548,325.00
LOS ANGELES COUNTY LOS ANGELES PD $ 6,499,179.21
LOS ANGELES COUNTY MANHATTAN BEACH PD $ 40,720.79
LOS ANGELES COUNTY MONROVIA PD $ 32,295.80
LOS ANGELES COUNTY MONTEBELLO PD $ 47,741.62
LOS ANGELES COUNTY MONTEREY PARK PD $ 49,847.87
LOS ANGELES COUNTY PALOS VERDES ESTATES PD $ 15,000.00
LOS ANGELES COUNTY PASADENA PD $ 152,351.94
LOS ANGELES COUNTY POMONA PD $ 105,312.40
LOS ANGELES COUNTY REDONDO BEACH PD $ 63,187.44
LOS ANGELES COUNTY SAN FERNANDO PD $ 25,000.00
LOS ANGELES COUNTY SAN GABRIEL PD $ 32,997.89
LOS ANGELES COUNTY SAN MARINO PD $ 25,000.00
LOS ANGELES COUNTY SANTA MONICA PD $ 141,118.62
LOS ANGELES COUNTY SIERRA MADRE PD $ 15,000.00
LOS ANGELES COUNTY SIGNAL HILL PD $ 28,000.00
LOS ANGELES COUNTY SOUTH GATE PD $ 51,954.12
LOS ANGELES COUNTY SOUTH PASADENA PD $ 28,000.00
LOS ANGELES COUNTY TORRANCE PD $ 141,820.70
LOS ANGELES COUNTY VERNON PD $ 30,189.55
LOS ANGELES COUNTY WEST COVINA PD $ 65,293.69
December 12, 2022 3
70 COUNTY AGENCY NAME AWARD AMOUNT
LOS ANGELES COUNTY WHITTIER PD $ 87,058.25
MADERA COUNTY CHOWCHILLA PD $ 20,000.00
MADERA COUNTY MADERA CO SO $ 75,122.84
MADERA COUNTY MADERA PD $ 40,720.79
MARIN COUNTY BELVEDERE PD $ 15,000.00
MARIN COUNTY CENTRAL MARIN POLICE AUTHORITY $ 28,000.00 MARIN COUNTY FAIRFAX PD $ 15,000.00
MARIN COUNTY MARIN CO SO $ 132,693.62
MARIN COUNTY MILL VALLEY PD $ 20,000.00
MARIN COUNTY NOVATO PD $ 39,316.63
MARIN COUNTY ROSS PD $ 15,000.00
MARIN COUNTY SAN RAFAEL PD $ 44,933.29
MARIN COUNTY SAUSALITO PD $ 15,000.00
MARIN COUNTY TIBURON PD $ 15,000.00
MARIPOSA COUNTY MARIPOSA CO SO $ 44,231.21
MENDOCINO COUNTY FORT BRAGG PD $ 15,000.00
MENDOCINO COUNTY MENDOCINO CO SO $ 75,824.93
MENDOCINO COUNTY UKIAH PD $ 20,000.00
MENDOCINO COUNTY WILLITS PD $ 15,000.00
MERCED COUNTY ATWATER PD $ 20,000.00
MERCED COUNTY DOS PALOS PD $ 15,000.00
MERCED COUNTY GUSTINE PD $ 15,000.00
MERCED COUNTY LIVINGSTON PD $ 15,000.00
MERCED COUNTY LOS BANOS PD $ 30,189.55
MERCED COUNTY MERCED CO SO $ 84,249.92
MERCED COUNTY MERCED PD $ 65,995.77
MODOC COUNTY ALTURAS PD $ 15,000.00
MODOC COUNTY MODOC CO SO $ 15,000.00
MONO COUNTY MAMMOTH LAKES PD $ 15,000.00
MONO COUNTY MONO CO SD $ 20,000.00
MONTEREY COUNTY CARMEL PD $ 15,000.00
MONTEREY COUNTY DEL REY OAKS PD $ 15,000.00
MONTEREY COUNTY GONZALES PD $ 15,000.00
MONTEREY COUNTY GREENFIELD PD $ 20,000.00
MONTEREY COUNTY KING CITY PD $ 15,000.00
MONTEREY COUNTY MARINA PD $ 25,000.00
MONTEREY COUNTY MONTEREY CO SHERIFF'S OFFICE $ 196,583.15 MONTEREY COUNTY MONTEREY PD $ 32,997.89
MONTEREY COUNTY PACIFIC GROVE PD $ 20,000.00
MONTEREY COUNTY SALINAS PD $ 96,887.41
MONTEREY COUNTY SAND CITY PD $ 15,000.00
MONTEREY COUNTY SEASIDE PD $ 25,000.00
MONTEREY COUNTY SOLEDAD PD $ 15,000.00
NAPA COUNTY CALISTOGA PD $ 15,000.00
NAPA COUNTY NAPA CO SO $ 72,314.51
NAPA COUNTY NAPA PD $ 44,933.29
NAPA COUNTY SAINT HELENA PD $ 15,000.00
NEVADA COUNTY GRASS VALLEY PD $ 25,000.00
NEVADA COUNTY NEVADA CITY PD $ 15,000.00
NEVADA COUNTY NEVADA CO SO $ 42,827.04
NEVADA COUNTY TRUCKEE PD $ 20,000.00
ORANGE COUNTY ANAHEIM PD $ 260,472.67
December 12, 2022 4
71 COUNTY AGENCY NAME AWARD AMOUNT
ORANGE COUNTY BREA PD $ 41,422.88
ORANGE COUNTY BUENA PARK PD $ 58,272.86
ORANGE COUNTY COSTA MESA PD $ 93,376.99
ORANGE COUNTY CYPRESS PD $ 37,210.38
ORANGE COUNTY FOUNTAIN VALLEY PD $ 42,827.04
ORANGE COUNTY FULLERTON PD $ 79,335.34
ORANGE COUNTY GARDEN GROVE PD $ 122,162.38
ORANGE COUNTY HUNTINGTON BEACH PD $ 148,841.52
ORANGE COUNTY IRVINE PD $ 160,776.93
ORANGE COUNTY LA HABRA PD $ 50,549.95
ORANGE COUNTY LA PALMA PD $ 20,000.00
ORANGE COUNTY LAGUNA BEACH PD $ 34,402.05
ORANGE COUNTY LOS ALAMITOS PD $ 15,000.00
ORANGE COUNTY NEWPORT BEACH PD $ 94,079.08
ORANGE COUNTY ORANGE CO SD/CORONER $ 1,285,513.36
ORANGE COUNTY ORANGE PD $ 102,504.07
ORANGE COUNTY PLACENTIA PD $ 32,295.80
ORANGE COUNTY SANTA ANA PD $ 246,431.01
ORANGE COUNTY SEAL BEACH PD $ 28,000.00
ORANGE COUNTY TUSTIN PD $ 65,293.69
ORANGE COUNTY WESTMINSTER PD $ 57,570.78
PLACER COUNTY AUBURN PD $ 15,000.00
PLACER COUNTY LINCOLN PD $ 25,000.00
PLACER COUNTY PLACER COUNTY SO $ 176,222.75
PLACER COUNTY ROCKLIN PD $ 41,422.88
PLACER COUNTY ROSEVILLE PD $ 89,866.58
PLUMAS COUNTY PLUMAS CO SO $ 25,000.00
RIVERSIDE COUNTY BANNING PD $ 28,000.00
RIVERSIDE COUNTY BEAUMONT PD $ 35,104.13
RIVERSIDE COUNTY BLYTHE PD $ 20,000.00
RIVERSIDE COUNTY CATHEDRAL CITY PD $ 34,402.05
RIVERSIDE COUNTY CORONA PD $ 104,610.32
RIVERSIDE COUNTY DESERT HOT SPRINGS PD $ 25,000.00
RIVERSIDE COUNTY HEMET PD $ 48,443.70
RIVERSIDE COUNTY INDIO PD $ 44,933.29
RIVERSIDE COUNTY MENIFEE PD $ 53,358.28
RIVERSIDE COUNTY MURRIETA PD $ 70,910.35
RIVERSIDE COUNTY PALM SPRINGS PD $ 68,804.10
RIVERSIDE COUNTY RIVERSIDE CO SD $ 1,951,087.72
RIVERSIDE COUNTY RIVERSIDE PD $ 245,026.85
SACRAMENTO COUNTY AMTRAK PD $ 25,000.00
SACRAMENTO COUNTY CITRUS HEIGHTS PD $ 54,762.45
SACRAMENTO COUNTY ELK GROVE PD $ 89,866.58
SACRAMENTO COUNTY FOLSOM PD $ 51,252.03
SACRAMENTO COUNTY GALT PD $ 28,000.00
SACRAMENTO COUNTY SACRAMENTO CO SD $ 902,176.22
SACRAMENTO COUNTY SACRAMENTO PD $ 480,926.62
SAN BENITO COUNTY HOLLISTER PD $ 28,000.00
SAN BENITO COUNTY SAN BENITO CO SO $ 37,912.46
SAN BERNARDINO COUNTY BARSTOW PD $ 28,000.00
SAN BERNARDINO COUNTY CHINO PD $ 77,931.18
SAN BERNARDINO COUNTY COLTON PD $ 37,210.38
December 12, 2022 5
72 COUNTY AGENCY NAME AWARD AMOUNT
SAN BERNARDINO COUNTY FONTANA PD $ 136,204.04
SAN BERNARDINO COUNTY MONTCLAIR PD $ 32,295.80
SAN BERNARDINO COUNTY ONTARIO PD $ 193,072.73
SAN BERNARDINO COUNTY REDLANDS PD $ 55,464.53
SAN BERNARDINO COUNTY RIALTO PD $ 78,633.26
SAN BERNARDINO COUNTY SAN BERNARDINO CO SD $ 1,347,296.63 SAN BERNARDINO COUNTY SAN BERNARDINO PD $ 172,010.25
SAN BERNARDINO COUNTY UPLAND PD $ 45,635.37
SAN DIEGO COUNTY CARLSBAD PD $ 84,952.00
SAN DIEGO COUNTY CHULA VISTA PD $ 163,585.26
SAN DIEGO COUNTY CORONADO PD $ 30,891.64
SAN DIEGO COUNTY EL CAJON PD $ 82,845.75
SAN DIEGO COUNTY ESCONDIDO PD $ 94,781.16
SAN DIEGO COUNTY LA MESA PD $ 42,124.96
SAN DIEGO COUNTY NATIONAL CITY PD $ 58,272.86
SAN DIEGO COUNTY OCEANSIDE PD $ 142,522.78
SAN DIEGO COUNTY SAN DIEGO CO SD $ 1,809,969.10
SAN DIEGO COUNTY SAN DIEGO PD $ 1,263,046.71
SAN FRANCISCO COUNTY SAN FRANCISCO CO SO $ 536,391.15
SAN FRANCISCO COUNTY SAN FRANCISCO PD $ 1,407,675.74
SAN JOAQUIN COUNTY ESCALON PD $ 15,000.00
SAN JOAQUIN COUNTY LODI PD $ 47,741.62
SAN JOAQUIN COUNTY MANTECA PD $ 51,252.03
SAN JOAQUIN COUNTY RIPON PD $ 20,000.00
SAN JOAQUIN COUNTY SAN JOAQUIN CO SO $ 223,262.29
SAN JOAQUIN COUNTY STOCKTON PD $ 275,918.49
SAN JOAQUIN COUNTY TRACY PD $ 73,718.68
SAN LUIS OBISPO COUNTY ARROYO GRANDE PD $ 20,000.00
SAN LUIS OBISPO COUNTY ATASCADERO PD $ 25,000.00
SAN LUIS OBISPO COUNTY GROVER BEACH PD $ 20,000.00
SAN LUIS OBISPO COUNTY MORRO BAY PD $ 15,000.00
SAN LUIS OBISPO COUNTY PASO ROBLES PD $ 28,000.00
SAN LUIS OBISPO COUNTY PISMO BEACH PD $ 20,000.00
SAN LUIS OBISPO COUNTY SAN LUIS OBISPO CO SO $ 216,943.54 SAN LUIS OBISPO COUNTY SAN LUIS OBISPO PD $ 42,124.96
SAN MATEO COUNTY ATHERTON PD $ 20,000.00
SAN MATEO COUNTY BELMONT PD $ 25,000.00
SAN MATEO COUNTY BRISBANE PD $ 15,000.00
SAN MATEO COUNTY BROADMOOR PD $ 15,000.00
SAN MATEO COUNTY BURLINGAME PD $ 28,000.00
SAN MATEO COUNTY COLMA PD $ 15,000.00
SAN MATEO COUNTY DALY CITY PD $ 63,889.52
SAN MATEO COUNTY EAST PALO ALTO PD $ 25,000.00
SAN MATEO COUNTY FOSTER CITY PD $ 28,000.00
SAN MATEO COUNTY HILLSBOROUGH PD $ 25,000.00
SAN MATEO COUNTY MENLO PARK PD $ 28,785.39
SAN MATEO COUNTY PACIFICA PD $ 25,000.00
SAN MATEO COUNTY REDWOOD CITY PD $ 56,166.61
SAN MATEO COUNTY SAN BRUNO PD $ 31,593.72
SAN MATEO COUNTY SAN MATEO CO SHERIFF'S OFFICE $ 202,199.81 SAN MATEO COUNTY SAN MATEO PD $ 75,122.84
SAN MATEO COUNTY SOUTH SAN FRANCISCO PD $ 53,358.28
December 12, 2022 6
73 COUNTY AGENCY NAME AWARD AMOUNT
SANTA BARBARA COUNTY GUADALUPE PD $ 15,000.00
SANTA BARBARA COUNTY LOMPOC PD $ 28,785.39
SANTA BARBARA COUNTY SANTA BARBARA CO SO $ 348,233.00
SANTA BARBARA COUNTY SANTA BARBARA PD $ 82,143.67
SANTA BARBARA COUNTY SANTA MARIA PD $ 83,547.84
SANTA CLARA COUNTY CAMPBELL PD $ 30,189.55
SANTA CLARA COUNTY GILROY PD $ 43,529.13
SANTA CLARA COUNTY LOS ALTOS PD $ 28,000.00
SANTA CLARA COUNTY LOS GATOS PD $ 28,000.00
SANTA CLARA COUNTY MILPITAS PD $ 60,379.11
SANTA CLARA COUNTY MORGAN HILL PD $ 28,000.00
SANTA CLARA COUNTY MOUNTAIN VIEW PD $ 57,570.78
SANTA CLARA COUNTY PALO ALTO PD $ 47,741.62
SANTA CLARA COUNTY SAN JOSE PD $ 758,951.36
SANTA CLARA COUNTY SANTA CLARA CO SO $ 841,095.03
SANTA CLARA COUNTY SANTA CLARA PD $ 98,291.57
SANTA CLARA COUNTY SUNNYVALE DPS $ 139,012.37
SANTA CRUZ COUNTY CAPITOLA PD $ 20,000.00
SANTA CRUZ COUNTY SANTA CRUZ CO SO $ 101,801.99
SANTA CRUZ COUNTY SANTA CRUZ PD $ 50,549.95
SANTA CRUZ COUNTY SCOTTS VALLEY PD $ 15,000.00
SANTA CRUZ COUNTY WATSONVILLE PD $ 47,039.54
SHASTA COUNTY ANDERSON PD $ 15,000.00
SHASTA COUNTY REDDING PD $ 72,314.51
SHASTA COUNTY SHASTA CO SO $ 82,845.75
SIERRA COUNTY SIERRA CO SHERIFF'S OFFICE $ 15,000.00
SISKIYOU COUNTY ETNA PD $ 15,000.00
SISKIYOU COUNTY LAKE SHASTINA DISTRICT PD $ 15,000.00
SISKIYOU COUNTY MOUNT SHASTA PD $ 15,000.00
SISKIYOU COUNTY SISKIYOU CO SD $ 45,635.37
SISKIYOU COUNTY TULELAKE PD $ 15,000.00
SISKIYOU COUNTY WEED PD $ 15,000.00
SISKIYOU COUNTY YREKA PD $ 15,000.00
SOLANO COUNTY BENICIA PD $ 28,000.00
SOLANO COUNTY DIXON PD $ 20,000.00
SOLANO COUNTY FAIRFIELD PD $ 82,143.67
SOLANO COUNTY SOLANO CO SO $ 120,056.14
SOLANO COUNTY SUISUN CITY PD $ 20,000.00
SOLANO COUNTY VACAVILLE PD $ 70,208.27
SOLANO COUNTY VALLEJO PD $ 61,783.27
SONOMA COUNTY CLOVERDALE PD $ 15,000.00
SONOMA COUNTY COTATI PD $ 15,000.00
SONOMA COUNTY HEALDSBURG PD $ 15,000.00
SONOMA COUNTY PETALUMA PD $ 46,337.46
SONOMA COUNTY ROHNERT PARK DPS $ 51,252.03
SONOMA COUNTY SANTA ROSA PD $ 117,247.80
SONOMA COUNTY SEBASTOPOL PD $ 15,000.00
SONOMA COUNTY SONOMA CO SHERIFF'S OFFICE $ 287,151.81
STANISLAUS COUNTY CERES DPS $ 32,997.89
STANISLAUS COUNTY MODESTO PD $ 127,779.04
STANISLAUS COUNTY NEWMAN PD $ 15,000.00
STANISLAUS COUNTY OAKDALE PD $ 20,000.00
December 12, 2022 7
74 COUNTY AGENCY NAME AWARD AMOUNT
STANISLAUS COUNTY STANISLAUS CO SD $ 369,997.56
STANISLAUS COUNTY TURLOCK PD $ 57,570.78
SUTTER COUNTY SUTTER CO SO $ 70,910.35
SUTTER COUNTY YUBA CITY PD $ 41,422.88
TEHEMA COUNTY CORNING PD $ 15,000.00
TEHEMA COUNTY RED BLUFF PD $ 20,000.00
TEHEMA COUNTY TEHAMA CO SO $ 47,039.54
TRINITY COUNTY TRINITY COUNTY SO $ 28,000.00
TULARE COUNTY DINUBA PD $ 28,000.00
TULARE COUNTY EXETER PD $ 15,000.00
TULARE COUNTY FARMERSVILLE PD $ 15,000.00
TULARE COUNTY LINDSAY DPS $ 15,000.00
TULARE COUNTY PORTERVILLE PD $ 46,337.46
TULARE COUNTY TULARE CO SO $ 358,062.16
TULARE COUNTY TULARE PD $ 46,337.46
TULARE COUNTY VISALIA PD $ 102,504.07
TULARE COUNTY WOODLAKE PD $ 15,000.00
TUOLUMNE COUNTY SONORA PD $ 15,000.00
TUOLUMNE COUNTY TUOLUMNE CO SO $ 65,293.69
VENTURA COUNTY OXNARD PD $ 152,351.94
VENTURA COUNTY PORT HUENEME PD $ 20,000.00
VENTURA COUNTY SANTA PAULA PD $ 25,000.00
VENTURA COUNTY SIMI VALLEY PD $ 77,229.09
VENTURA COUNTY VENTURA CO SO $ 503,393.27
VENTURA COUNTY VENTURA PD $ 95,483.24
YOLO COUNTY DAVIS PD $ 39,316.63
YOLO COUNTY WEST SACRAMENTO PD $ 47,741.62
YOLO COUNTY WINTERS PD $ 15,000.00
YOLO COUNTY WOODLAND PD $ 47,039.54
YOLO COUNTY YOLO CO SHERIFF'S OFFICE $ 54,060.37
YUBA COUNTY MARYSVILLE PD $ 15,000.00
YUBA COUNTY WHEATLAND PD $ 15,000.00
YUBA COUNTY YUBA CO SD $ 73,016.60
December 12, 2022 8
75 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1945 Agenda Date: 1/24/2023
Agenda #: G. Category: Consent Calendar
FROM:

Innovation & Technology
SUBJECT:

Award Center Stage Audio Visual System Update..End
RECOMMENDATION:

Award bid and authorize the City Manager to execute a contract with Matrix Audio Visual Designs to provide equipment and services to upgrade the audio and video technology located in the Center Stage Theater in the amount of $935,183.87 and a 6.5% Contingency in the amount of $60,786.96.

COUNCIL GOALS:
· Operate in a businesslike manner by creating a memorable customer experience with every interaction.
· Operate in a businesslike manner by improving services through the effective use of technology.
· Promote economic development by pursuing business attraction, retention, and expansion.
· Promote economic development by being business-friendly at all levels and striving to constantly improve the city's competitiveness.
· Practice sound fiscal management by emphasizing capital formation. · Increase citizen involvement by utilizing technology to promote communication and linkages in the community.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.

DISCUSSION:

The City of Fontana will be undertaking an expansive and comprehensive revitalization of Downtown Fontana. The specific geographic area to be targeted includes Upland Ave to the North, Orange Avenue to the South, Mango Ave to the East and Juniper Ave to the West. A significant part of this revitalization effort will be the creation of a sense of space in the area, a reason for people to visit the area and patronize the local businesses. To facilitate the implementation of this revitalization, staff has negotiated an agreement with Red Head Inc. whereby, in conjunction with the company’s professional branding team, the theater will be renovated and remarketed as the region’s premier intimate venue for live music and entertainment.

As part of the renovations to the Center Stage Theater, a new audio visual system is needed to meet City of Fontana Page 1 of 2 Printed on 1/19/2023
powered by Legistar™ 76
File #: 21-1945 Agenda Date: 1/24/2023
Agenda #: G. Category: Consent Calendar
the operations of the new venue for live music and entertainment. The current system is at end of life and was not designed to meet the needs and demands of the new venue. The analog based equipment has posed significant challenges in the area of operation for staff and outside parties. The system is no longer scalable and needs to be replaced. For this, the city issued an RFP seeking proposals from qualified audio visual contractors to lead renovations for an updated audio video system, lighting, and recording system for the technical aspects of the renovated venue.

Matrix Audio Visual Designs proposal has been selected from the proposals received. The vendor has the most comprehensive and overall best value proposed. The new system will address all audio, video, lighting, and control systems required to upgrade technologies located in the Center Stage Theater.

Proposal Cost
Matrix Audio Visual Design $935,183.87
EIDIM AV Technology $897,606.74
Procraft $992,736.50
FISCAL IMPACT:

Funds are available in Capital Improvement Fund #601 in the amount of $800,000 and City Technology Fund #102, Project 02621003-102 in the amount of $200,000.

MOTION:

Approve staff recommendation.

City of Fontana Page 2 of 2 Printed on 1/19/2023
powered by Legistar™ 77
Firms Total Score
Matrix Audio Visual Design
Burbank, CA 83%
Procraft
San Clemente, CA 61%
EIDIM AV Technology
Fullerton, CA 55%
Center Stage Audio Visual Update
SP-71-IT-23
78 Center Stage AV System Upgrade
PROJECT INFORMATION:

Revision:
1/12/2023
1 Modified: Technology . Service . Solutions®
PREPARED FOR:

Center Stage Theater
8463 Sierra Avenue
Fontana, CA 92335
City of Fontana
Project Number: P001029
Elia Alvarez
Date:
02/22/2023
Project Name:

Project Site Address:

Expires:
8353 Sierra Avenue
Fontana CA 92335
01/12/2023
79 Scope
of
Work
To the City of Fontana,
We sincerely appreciate the opportunity to provide you with the proposed solution to your AV needs at the Center Stage Theater. At Matrix AV, we pride ourselves on knowing that our priority is you, the customer. Service is the center point of our business. Technology Service Solutions is not just a slogan; it is our business.

The proposed solution is a turn key system that includes lighting, audio, video and streaming/recording solution. The intent of the design is to work with the City for a solution that meets the functional requirements of the theater as well as meeting the budget for the project. Rest assured Matrix AV is here to help achieve both, with utmost attention to detail, utilizing the latest technology to achieve your goal.

Matrix AV has reviewed the RFP and in response we are proposing the following audio, video, lighting and control system for the Center Stage Theater.

Cabling: The proposal includes cabling, termination, and testing.

Patch Panel: No patch panel is specified as the AV network will be direct connection from device to network switch.

Pathways: Provided by others with Matrix AV oversight.

After Hours and Shift Work: This proposal is based on work performed during regular hours (Straight time). This proposal does not include after-hours, shift work, and weekend work.

Job Site Hours: 8:00 AM - 4:30 PM
Patch and Paint: The project includes removing devices and installing new devices in the ceiling and/or on walls. Inevitably there may be the need for some patching and paint work. This effort is not included in our proposal.

Prevailing Wage: This proposal includes prevailing wage rates.

Electrical: The quote does not include electrical/conduits.

Permit: This proposal does not include a permit from the local authority. Matrix AV can obtain the permit with a 15% administration surcharge.

The proposal is a turn-key system. This includes furnishing all the equipment, installation, wiring, programming, and 80 The proposal is a turn-key system. This includes furnishing all the equipment, installation, wiring, programming, and testing the system. The proposal consists of system drawings, source code, and training.

Warranty: After substantial completion is achieved, Matrix AV shall include one year of warranty for parts and labor and includes the silver service maintenance. This warranty excludes batteries and other consumable items.

Extended Warranty: The City has the option of continuing the extended warranty with the Silver level, Gold level or Platinum level SLAs.

Supply Chain Issues: Please be advised that due to market conditions and supply chain issues, Matrix AV can not be held responsible for delays in delivery of products. Therefore Matrix AV can not be held liable for liquidated damages as stated on page 20 section 4.17 if it is related to delays in delivery.

Thank you, and we hope to be of service to you.
81 LOCATION DETAILS
Venue

1. Remove the projection screen at the stage.

2. Remove the existing projector.

3. Remove all theatrical lighting fixtures.

4. Remove ceiling and floor mounted loudspeakers.

5. Remove the equipment from the two racks located in the back of the stage. Keep the necessary amplifiers for reuse.

Updated Proposal - As requested the proposal was updated with the following:

1. A complete 4K production system with 6 X 4K cameras. This include removal of the entire Vaddio and Extron lines. The proposal now includes Blackmagic Design production and recording system with one 12G production switcher, 12G production router, 4K Hyper Deck recorder with 1TB memory, Hyper Deck Extreme controller, rack mounting hardware. The proposal now includes (1) 32" View Sonic 4K for multi-View and (2) Blackmagic 4K monitors.

To support the 4K production system the cabling system for the production side was upgraded to include Belden 1694A cable with the appropriate connectors.

2. Removed the Chamsys lighting controller and added Road Hog 4-21 lighting controller

3. Added additional three encoders to support the cable boxes. The system now includes (7) encoders and (12) decoders.

4. Added one more (48) port PoE++ network switch to address the additional network support needed

5. To support the system we upgraded the number and type of UPS. The system includes (4) rack mountable UPSs.

6. Added two additional 7" wall-mounted touch panels. Green Room and VIP Room Current Control Booth

1. Remove all existing equipment and stow away for the City of Fontana personnel to pick up.

2. Keep all equipment that may be used for the new AV system i.e. the video wall controller. Retain all equipment racks to use in the new AV system. Our assumption is that the video wall along with the controller is in working condition. Prior to removing the video wall controller (For construction purposes) Matrix AV will test the video wall to ensure proper operation. Any anomalies will be reported to the City.

3. Mark all conduits to extend to the new AV Control Booth. Conduits to the new AV booth by others. 82 New Control Booth
The new control booth shall include most of the AV equipment for the venue.

1. One D-Live S Class 5000 audio mixing console with one expansion module to provide 32 inputs by 16 outputs.

The expansion module shall be mounted in one of the existing racks.

Product Link: https://bit.ly/3jf5RDU

2. Four quad ULXD receivers with (2) remote antennas. This will provide (16) channels of wireless capability mounted in one of the existing racks. The system shall include an antenna distribution system.

Product link: https://bit.ly/3jpCw9N and https://bit.ly/3vfZOl7

3. Eight body pack transmitters with (8) over ear omni directional microphones.

Product link: https://bit.ly/3VjBCcl and https://bit.ly/3HUJVbl

4. Eight professional grade (KSM series) hand held wireless microphones.

Product link: https://bit.ly/3v9dPRL

5. A complete charging solution with batteries are also included in our proposal.

Product link: https://bit.ly/3WiIec6

6. Three two channel transmitter system for in ear monitor system with an antenna system for the transmission system.

Product link: https://bit.ly/3jlKdxQ and https://bit.ly/3PIZEMP and https://bit.ly/3vcJwK1 Why in-ear monitors are better than stage wedges: There are 10 reasons for why in-ear monitors are better and healthier for the artist. Please see this link: https://www.shure.com/en-US/performance-production/louder/10- reasons-why-in-ear-monitors-are-better-than-wedges
There is only one advantage that stage wedges have over in-ear monitor systems - They are less expensive to deploy.

All floor boxes shall include two audio outputs each. Should the theater need to use a wedge in future (Highly unlikely) Matrix AV has included the connection points in this proposal.

7. As requested we are including an Assistive Listening System for 450 patrons.

Product link: https://bit.ly/3WyXktV

8. One control system processor by Crestron with one 22" monitor and preview window programmed in the system. The ability to send any source to any or all destinations shall be programmed. The touch screen shall include a video window to preview the content before sharing with other destinations.

9. Six 4K cameras distributed strategically throughout the venue for proper coverage of the audience and stage.

The system shall include 4K professional grade production switcher including joystick control.

Product link:
4K Cameras: https://bit.ly/3W0yenb
Camera Controller - http://bit.ly/3Xm5lTq
4K Broadcast Switcher: https://bit.ly/3Zv1Z2g
Switcher Control Panel: https://bit.ly/3XohRBH
4K Monitors: https://bit.ly/3ZtCVJ4
Smart Duo Scope: https://bit.ly/3X7jSTk
Hyper Deck Extreme: https://bit.ly/3QBcoWb
83 LOCATION DETAILS
Hyper Deck Extreme: https://bit.ly/3QBcoWb
Hyper Deck Extreme Controller: https://bit.ly/3iBGxrW
32" Multi-View Monitor: https://bit.ly/3w1g8Xz
Stage Left
Audio: Refer To Exhibit B
The ceiling shall include the front left, center, right dual cabinet clusters two rear fill loudspeaker system with programmed delay.

Link to left, center right loudspeaker: https://bit.ly/3hwS9vS Link to the sub woofer: https://bit.ly/3HOWYez
Link to rear fills: https://bit.ly/3v3e28Y
In-Ear Personal Mixer:

Allen and Heath in ear personal mixer for the artists to control their personal mix.

Product link: https://bit.ly/3VbPTYH
Stage Center
Audio: Refer To Exhibit B
The ceiling shall include the front left, center, right dual cabinet clusters two rear fill loudspeaker system with programmed delay.

Link to left, center right loudspeaker: https://bit.ly/3hwS9vS Link to the sub woofer: https://bit.ly/3HOWYez
Link to rear fills: https://bit.ly/3v3e28Y
In-Ear Personal Mixer:

Allen and Heath in ear personal mixer for the artists to control their personal mix.

Product link: https://bit.ly/3VbPTYH
Stage Right
Audio: Refer To Exhibit B
The ceiling shall include the front left, center, right dual cabinet clusters two rear fill loudspeaker system with programmed delay.

Link to left, center right loudspeaker: https://bit.ly/3hwS9vS Link to the sub woofer: https://bit.ly/3HOWYez
Link to rear fills: https://bit.ly/3v3e28Y
In-Ear Personal Mixer:

Allen and Heath in ear personal mixer for the artists to control their personal mix.

Product link: https://bit.ly/3VbPTYH
84 LOCATION DETAILS
Stage Above
Chauvet Cyclorama fixtures: Eight Cyclorama fixtures for the stage to provide a homogeneous field of light with significant reach. Its sleek low profile blends discreetly into stage sets as either a cyc wash or footlight and pairs perfectly with the CYC 1 FC to easily extend coverage with seamless consistency in interchangeable configurations. Completely convection cooled, the unit is ideal for applications where silent operation is critical.

Product link: https://www.chauvetprofessional.com/products/ovation-cyc-3-fc/ Stage Under
Sub woofers:

Remove the existing (4) sub woofers and replace them with two Bose sub-woofers.

Stage Floor
Stage Floor Boxes:

The stage floor has (5) floor boxes. Our proposal includes removing the existing plates and installing two audio inputs and two audio outputs per floor box (Total of 5 dual I/O). Additionally, each floor box shall retain the existing electrical connections and shall include include one network connection to the AV system.

Product link: https://bit.ly/3jp0Ngs
Ceiling
Lighting: Refer to Exhibit A

1. The ceiling shall include (20) Chauvet Ovation Reve E3 light engines with 26 degree Ovation Ellipsoidal HD lens tubes pointing to the stage replacing D and E. Product link: https://bit.ly/3hFh1l0

2. Above the stage to wards front and rear Matrix AV is including (20) Ovation P-56FC with lenses. Replacing C and B. Product link: https://bit.ly/3FH7SQJ

3. Ten Chauvet Maverick Force S Profile moving fixtures distributed in the ceiling. Product link:
http://bit.ly/3jfDOnY

4. Matrix AV is also including (32) Chauvet Ovation B-565FC that provide mood lighting with different colors over the floor area. Replacing F, G, H, I, J, and K. Product link: https://bit.ly/3YNh3rV

5. Matrix AV is also including (14) COLORado Batten Q15 as wall washers replacing the existing wall washers.

No letters on Exhibit A but denoted in magenta rectangles. Product link: https://bit.ly/3CazQUn

6. Included in this proposal we are replacing the border lights A with (8) Ovation CYC 3FC CycloRama systems.

Replacing A. Product link: https://bit.ly/3ViNX0A

7. A MagicQ MQ70 compact console to control the lighting system including programming. Product link:
https://bit.ly/3YEhBzZ
Bar 2
Intercom System:

As requested, Matrix AV is including one wall-mounted intercom system.

Product link: https://bit.ly/3YzAyUw
85 LOCATION DETAILS
Amp Rack (Stage Left)
Matrix AV shall remove all the equipment from the amplifier racks behind stage. We will perform a thorough cleaning of the rack cabinet and will manage all the wiring. The new equipment such as the new processor and the amplifiers will be installed.

Bose amplifier links: https://bit.ly/3HRWUL1
Bose processor: Link to Processor: https://bit.ly/3WqDota Network switches: One 48 port enterprise managed network switch.

Kitchen
Intercom System:

As requested Matrix AV is including one wall-mounted Clearcom intercom system.

Product link: https://bit.ly/3YzAyUw
Ceiling Loudspeaker:

The kitchen does not have any ceiling mounted loudspeaker. The RFP does not state whether program loudspeaker is needed in this area. Matrix AV has not included a loudspeaker and the associated hardware.

Ticket Booth
Ceiling Loudspeaker:

The ticket booth does not have any ceiling mounted loudspeaker. The RFP does not state whether program loudspeaker is needed in this area. Matrix AV has not included a loudspeaker and the associated hardware.

Intercom System:

As requested Matrix AV is including one wall-mounted Clearcom intercom system.

Product link: https://bit.ly/3YzAyUw
Office Manager
Intercom System:

As requested, Matrix AV is including one wall-mounted intercom system.

Product link: https://bit.ly/3YzAyUw
Ceiling Loudspeaker:

The manager's office does not have any ceiling mounted loudspeaker. The RFP does not state whether program loudspeaker is needed in this area. Matrix AV has not included a loudspeaker and the associated hardware.

Lobby
Check and evaluate the loudspeaker system in this area and report any issues and a course of action for the City to review.

Television: Matrix AV as requested in the RFP is including one 43" television with a decoder to show any of the four sources in the system. Including: camera program out, PC, guest PC and one additional input. 86 LOCATION DETAILS
VIP Room
Ceiling Loudspeaker System:

The VIP room does not have any ceiling-mounted loudspeakers. Our proposal includes 6 ceiling mounted loudspeakers.

Intercom System:

As requested, Matrix AV is including one wall-mounted intercom system.

Television: Matrix AV as requested in the RFP is including two 75" television with two decoders to show any of the four sources in the system. Including: camera program out, PC, guest PC and one additional input.

Green Room
Ceiling Loudspeaker System:

The Green Room has an existing ceiling-mounted loudspeaker system. Matrix AV has included labor to test the system and report any issues with a solution.

Intercom System:

As requested, Matrix AV is including one wall-mounted intercom system.

Television: Matrix AV as requested in the RFP is including one 43" and one 65" television with one decoder (Each) to show any of the four sources in the system. Including: camera program out, PC, guest PC and one additional input.

Bar 1
Check and evaluate the loudspeaker system in this area and report any issues and a course of action for the City to review.

Television: Matrix AV as requested in the RFP is including one 43" and one 75" television with one decoder (Each) to show any of the four sources in the system. Including: camera program out, PC, guest PC and one additional input.

Gift Shop
Check and evaluate the loudspeaker system in this area and report any issues and a course of action for the City to review.

Television: Matrix AV as requested in the RFP is including one 75" television with a decoder to show any of the four sources in the system. Including: camera program out, PC, guest PC and one additional input.

Bathroom Men
Check and evaluate the loudspeaker system in this area and report any issues and a course of action for the City to review.

Bathroom Women
Check and evaluate the loudspeaker system in this area and report any issues and a course of action for the City to review.
87 LOCATION DETAILS
Second Floor Bathrooms
There are no ceiling-mounted loudspeakers in this area. We do not anticipate the need for a loudspeaker system in this area. However if the City sees the need, Matrix AV can assist in providing a quote. 88 PRICING
Center Stage Theater System
$11,600.00

MAVD MAT-MISC
Demolition Labor: Remove all existing equipment but leave the equipment rack in place. Remove theatrical lighting fixtures, cabling (Leave loudspeaker runs in place). Leave floor boxes in place Remove stage wall plates.

This is a labor item (Non-Taxable) - 5 days 2 technicians = 80 hours
1 $11,600.00
4 Optional SNMP Card for UPS units $1,785.60
SurgeX 3000L-01
$9,283.20
SurgeX UPS-2000-OL
3Ru, 2000 Va Online UPS, 4 Outlet, 20A; On-Line DoubleConversion UPS Technology4 $2,320.80 Center Stage Theater System Total $22,668.80 *
Cabling
$335.32
Fibercablesdirect.com FCDUS353v10234
OM4 LC LC Fiber Patch Cable | Armored 100G Duplex 50/125 LSZH Multimode
2 $167.66
$1,655.60
Liberty Wire & Cable 24-4P-L6SH-BLK
4000 Black Category 6 F/UTP EN series 23 AWG 4 pair Shielded Cable $0.41 $2,029.00
Belden 1694A 0101000
75 Ohm SDI Coax, RG-6, 18 AWG, Solid BC, Foil + 95% TC Braid, PVC Jkt, CMR - 1000 Feet
2000 $1.01
$216.00
Belden 1694ABHD1
50 CONN, 1PC, RG6 BNC HD - Chrome, Bright $4.32
89 $60.50
Liberty Wire & Cable 10-2C-EX+-WHT
500 White Extraflex 10 AWG 2 Conductor Heavy Duty Speaker Cable $0.12 $2,452.80
Liberty Wire & Cable 12-4C-BLK
Black Commercial Grade General Purpose 12 AWG 4 Conductor Cable
2000 $1.23
Cabling Total $6,749.22 *
Video System
$6,444.24
Visionary Solutions DuetE-2
A/V Encoder, 4K UHD over IP cinema quality ultra-low latency visually lossless switch matrix routable, with built-in video wall functionality, Expansion Ethernet Port; POE+; Single Port AES67/Dante
6 $1,074.04
$1,434.06
Visionary Solutions DuetE-WP-BT-WHITE
A/V Encoder (Wall Plate), 4K UHD over IP cinema quality ultralow latency visually lossless switch matrix routable, with built-in video wall functionality; POE; AES67/Dante, with Bluetooth Audio
1 $1,434.06
$96.00
Visionary Solutions X4x00 Rackmount
2 Rackmount Kit for up to 3 PacketAV Encoders and/or Decoders $48.00 Video System Total $7,974.30 *
Audio System: Intercom System
$1,215.04
Clearcom AC60
2 5-way Drop-in Battery and Beltpack Charger $607.52
$11,335.50
Clearcom ARCADIA-X4-16P
1 1RU IP-Based Central Station $11,335.50
$49.14
Clearcom BP-MOUNT
1 Universal Beltpack Mounting Kit $49.14
$2,349.09
Clearcom CC-110-X4
9 Single-ear Premium Light-weight Headset $261.01
$11,016.42
Clearcom FSII-BP19-X4-US
6 FreeSpeak II 1.9 GHz Wireless Beltpack $1,836.07
$9,153.36
Clearcom FSII-TCVR-IP-19-US
FreeSpeak II Transceiver: 1.9GHz, IP, US for (10) FSII-BP19 beltpacks. Requires AES67 Compliant
Switch/Network.
3 $3,051.12
$10,678.50
Clearcom HKB-2X
HelixNet Speaker Station: 2/4Ch, Program Audio, Flush Mount with 4 pin XLR-Male headset. Powered by PoE, Powerline or an optional 453G025/6 PSU.
7 $1,525.50
$171.05
Clearcom HS-6
1 Telephone-style Handset $171.05
90 $2,943.12
Clearcom HXII-BP-X4
The HelixNet HXII-BP beltpack is a two-channel intercom user station hosted by Arcadia® Central Station or HelixNet HMS4X(3) main station. 3 $981.04
Audio System: Intercom System Total $48,911.22 *
Audio System: Wireless Microphone System
$1,685.52
Shure MX153T/O-TQG
8 Wireless earset microphone, tan, omni, TQG connector $210.69 $243.29
Shure PA805SWB
1 Passive wide band directional antenna $243.29
$2,234.88
Shure SB900B
24 Shure Lithium-Ion Rechargeable Battery $93.12
$1,159.44
Shure SBC-AX
12 Axient charging module for SB900 rechargeable battery $96.62 $1,735.59
Shure SBRC-US
3 Battery rack charger $578.53
$145.51
Shure UA221
1 Passive antenna spliter/combiner kit $145.51
$67.52
Shure UA505
2 Antenna mounting bracket/bulkhead adapter $33.76
$97.78
Shure UA825
UHF Remote antenna extension cable, BNC-BNC, RG8X/U type, 25 feet
2 $48.89
$658.86
Shure UA874US
2 Active directional antenna with gain switch, 470-698 MHz $329.43 $3,512.24
Shure ULXD1=-G50
Digital Wireless Bodypack Transmitter with Miniature 4-Pin Connector
8 $439.03
$8,818.80
Shure ULXD2/KSM9=-G50
8 Handheld Transmitter with KSM9 Microphone (Black) $1,102.35 $19,980.40
Shure ULXD4Q=-G50
Quad Digital Wireless Receiver with Internal Power Supply, ½, Wave Antenna, Rack Mounting Hardware", Frequency G50
4 $4,995.10
Audio System: Wireless Microphone System Total $40,339.83 * Audio System: Loudspeakers
$5,366.62
Bose Professional 734302-0110
2 ShowMatch SMS118 DeltaQ Subwoofer $2,683.31
$9,551.19
Bose Professional 794042-6660
3 ArenaMatch AM20/80 Outdoor Loudspeaker $3,183.73
$15,918.00
Bose Professional 794042-8880
5 ArenaMatch AM40/100 Outdoor Loudspeaker $3,183.60
91 $417.60
Bose Professional 807140-0110
3 ArenaMatch AMMCPLAT module connect plate $139.20
$2,016.00
Bose Professional 808304-0110
5 ArenaMatch AMAPLONG Array Plates Long Kit $403.20
$1,297.80
JBL Professional CONTROL 47C/T
6 6.5'' 2 way in-ceiling loudspeaker (pair), 8 ohm $216.30 Audio System: Loudspeakers Total $34,567.21 *
Audio System: Amplifiers
$5,520.00
Biamp Systems AMP-4300R CV
2 Four Channel 70V/100V Amplifier $2,760.00
$12,984.52
Bose Professional 343546-1110
Powermatch PM8500N Configurable Amplifier Network Model 120V NA
4 $3,246.13
$566.44
Bose Professional 772238-0110
4 PowerMatch Amplink 24-Channel Card $141.61
Audio System: Amplifiers Total $19,070.96 *
Audio System: DSP
$990.04
Biamp Systems DAN-1
1 64x64 Dante module $990.04
$4,860.19
Biamp Systems SERVER-IO AVB
Digital audio network server, AVB (Audio Video Bridging) interface
1 $4,860.19
$2,426.50
Bose Professional 834317-1110
1 Controlspace EX1280 Processor $2,426.50
$3,209.25
Radio Design Labs (RDL) DD-RN42
5 Wall-Mounted Bi-Directional Mic/Line Dante Interface 4 x 2 $641.85 Audio System: DSP Total $11,485.98 *
Audio System: Mix Console & Expanders
$30,704.26
Allen-Heath AH-DLIVE-S5000
dLive S Class S5000 28 Fader Surface, Dual 12" Touchscreens, 2 Option I/O Port, Hot Swap PSU, 27 Soft Keys
1 $30,704.26
$5,887.18
Allen-Heath AH-DT164-W
16in x 4out Dante audio expander wall box, 100-230V AC / IEC or screw terminal blocks / 12V DC power options, 48kHz / 96kHz
2 $2,943.59
$4,501.54
Allen-Heath AH-DT168
16in x 8out Dante audio expander with dLive 96kHz mic
preamps, 48kHz / 96kHz
2 $2,250.77
92 $2,856.98
Allen-Heath AH-M-DL-DANTE128
Dante 128x128 networking card, AES67 compatible, DDM
ready, 96kHz/48kHz
1 $2,856.98
$13,545.49
Allen-Heath AH-DLIVE-DM32
dLive S Class MixRack 32x16 I/O, 128 x 64 FPGA, 3 Option I/O, ME-1 Port, Dual DX Expander Link, Hot Swap PSU
1 $13,545.49
Audio System: Mix Console & Expanders Total $57,495.45 * Audio System: In-Ear Monitor System
$4,676.28
Allen-Heath AH-ME-1
Personal Monitor Mixer, 42 channel, 16 scene recall memories, 3 band swept mid EQ, limiter, PoE powered, includes stand bracket and headphone hook
6 $779.38
$4,531.74
Shure P10R+=-G10
Diversity bodypack receiver for PSM 1000 personal monitor system
6 $755.29
$8,011.83
Shure P10T=-G10
3 PSM1000 dual rack unit transmitter $2,670.61
$3,837.86
Shure PA821B
1 Antenna combiner for PSM wireless systems, 470-865 MHz $3,837.86 $97.78
Shure UA825
UHF Remote antenna extension cable, BNC-BNC, RG8X/U type, 25 feet
2 $48.89
Audio System: In-Ear Monitor System Total $21,155.49 *
Audio System: Assistive Listening System
$325.83
Listen Technologies LA-381-01
Intelligent 12-unit charging tray (North America - Type B power supply)
1 $325.83
$200.28
Listen Technologies LA-401
12 Universal ear speaker $16.69
$107.40
Listen Technologies LA-430
2 Intelligent ear phone/neck loop lanyard $53.70
$1,915.68
Listen Technologies LR-4200-072
12 Intelligent DSP (Digital Signal Processing) RF receiver (72 MHz) $159.64 $2,002.04
Listen Technologies LS-55-072
1 Listen IDSP prime LEVEL III stationary RF system $2,002.04 Audio System: Assistive Listening System Total $4,551.23 * Display System
$1,313.35
Chief LTM1U
5 Large fusion micro-adjustable tilt wall mount $262.67 93 $502.77
Chief MTM1U
3 Medium fusion micro-adjustable tilt wall display mount $167.59 $1,298.40
LG Electronics 65UR640S9UD
65" 3840 x 2160 UHD Commercial Lite LED backlit LCD TV, Black (Ashed Blue)
The UR640S Series supports Crestron Connected for high
compatibility with professional AV controls to achieve seamless integration and automated control**, boosting business
management efficiency.
1 $1,298.40
$8,563.20
LG Electronics 75UR640S9UD
75" 3840 x 2160 UHD Commercial Lite LED backlit LCD TV, Black (Ashed Blue)
The UR640S Series supports Crestron Connected for high
compatibility with professional AV controls to achieve seamless integration and automated control**, boosting business
management efficiency.
4 $2,140.80
$6,426.00
Visionary Solutions D4100
A/V Decoder, 4K UHD over IP cinema quality ultra-low latency visually lossless switch matrix routable, with built-in video wall functionality; POE
9 $714.00
$714.00
LG Electronics 43UR640S9UD
43" UR640S Series UHD Signage TV with Slim Depth, LG
SuperSign CMS, and Embedded Content & Group Management
The UR640S Series supports Crestron Connected for high
compatibility with professional AV controls to achieve seamless integration and automated control**, boosting business
management
1 $714.00
$1,428.00
LG Electronics 43UR640S9UD
43" UR640S Series UHD Signage TV with Slim Depth, LG
SuperSign CMS, and Embedded Content & Group Management
The UR640S Series supports Crestron Connected for high
compatibility with professional AV controls to achieve seamless integration and automated control**, boosting business
management
2 $714.00
Display System Total $20,245.72 *
Control System
1 HDMI 2.0 Cable, 18G, Premium Certified, 3ft $8.05
Covid HDPR-03
$1,320.05
Crestron Electronics DGE-100
1 Digital Graphics Engine 100 $1,320.05
$3,762.15
Crestron Electronics PRO4
1 4-Series Control System $3,762.15
$120.00
FS.COM 12345
5 10GBASE-SR SFP+ 850nm Duplex LC MMF Transceiver $24.00 1 AVB License - M4250-40G8XF-POE+ $817.68
Netgear AVB4248PX-10000S
$2,726.85
Netgear GSM4248PX-100NA
1 M4250-40G8XF-PoE+ AV Line Managed Switch $2,726.85
94 1 ProSUPPORT OnCall 24x7 Tech Support - 1 Year - Service $208.30 Netgear PMB0313-10000S
1 10GBASE-SR SFP+ 850nm Duplex LC MMF Transceiver $24.00 FS.COM 12345
1 AVB License - M4250-40G8XF-POE+ $817.68
Netgear AVB4248PX-10000S
1 ProSUPPORT OnCall 24x7 Tech Support - 1 Year - Service $208.30 Netgear PMB0313-10000S
$2,726.85
Netgear GSM4248PX-100NA
1 M4250-40G8XF-PoE+ AV Line Managed Switch $2,726.85
1 HDMI 4K Goldplated Ethernet cable 3FT $3.42
Karbon K6201
$304.81
Planar PCT2235
Helium 22in wide black HID compliant projected capacitive multi-touch FHD IPS edge-lit LED LCD, USB controller, VGA, HDMI, DP, speakers, Helium stand supporting 15 to 70 tilt range and flat orientation.
1 $304.81
$954.04
Visionary Solutions D4200
A/V Decoder, 4K UHD over IP cinema quality ultra-low latency visually lossless switch matrix routable, with built-in video wall functionality; Expansion Ethernet Port; POE+; Upgradeable to AES67/Dante
1 $954.04
$2,376.00
Crestron Electronics TSW-770-B-S
2 7 in. Wall Mount Touch Screen, Black Smooth $1,188.00 1 AVB License - M4250-40G8XF-POE+ $817.68
Netgear AVB4248PX-10000S
1 ProSUPPORT OnCall 24x7 Tech Support - 1 Year - Service $208.30 Netgear PMB0313-10000S
$4,567.49
Netgear GSM4248UX-100NAS
1 40x1G PoE++ 2,880W and 8xSFP+ Managed Switch (Americas) $4,567.49 Control System Total $21,971.65 *
Video Production: Camera and Controller System
$4,554.00
Panasonic AW-RP150GJ5
1 Touchscreen Remote Camera Controller $4,554.00
$64,080.00
Panasonic AW-UE150KPJ
6 UHD 4K 20x PTZ Camera (Black) $10,680.00
Video Production: Camera and Controller System Total $68,634.00 * Video Production: Switching & Routing
$48.00
Visionary Solutions X4x00 Rackmount
1 Rackmount Kit for up to 3 PacketAV Encoders and/or Decoders $48.00 $163.15
Blackmagic Design CONVMSDIDA
1 Mini converter - Single SDI to 8 SDI $163.15
95 $212.59
Blackmagic Design CONVMSYNC
1 Mini converter - Sync Generator $212.59
$1,616.70
Blackmagic Design CONVNTRM/AA/SDIH
TERANEX MINI - SDI TO HDMI 12G Converter - 12G-SDI to
HDMI
3 $538.90
$1,077.84
Blackmagic Design CONVNTRM/AB/HSDI
2 Teranex Mini converter - HDMI to SDI 12G $538.92
$1,221.22
Blackmagic Design HDL-AUDMON1RU12G
1 Audio Monitor 12G $1,221.22
$2,501.76
Blackmagic Design HDL-SMTV4K12G2
Professional TFT LCD monitor, 15.6", 3840 x 2160 native resolution
2 $1,250.88
$875.12
Blackmagic Design HDL-SMTWSCOPEDUO4K2
1 SmartScope Duo 4K $875.12
$6,471.95
Blackmagic Design SWATEMRRW4ME4K
ATEM 4 M/E Broadcast Studio 4K - 4K Studio Broadcast
Switcher
1 $6,471.95
$3,041.53
Blackmagic Design SWPANELADV1ME10
1 ATEM 1 M/E Advanced Panel 10 - Controller $3,041.53
$4,939.25
Blackmagic Design VHUBSMARTE12G4040
Smart Videohub 12G 40x40 - Advanced 12G-SDI router
supports all SD, HD and Ultra HD SDI video formats
simultaneously. Includes spin knob or push button control, LCD monitoring and Ethernet router control.
1 $4,939.25
$955.39
ViewSonic VP3268A-4K
1 75'' Display, 3840 x 2160 Resolution, 350 cd/m2 Brightness $955.39 $2,148.08
Visionary Solutions DuetD-2
A/V Encoder, 4K UHD over IP cinema quality ultra-low latency visually lossless switch matrix routable, with built-in video wall functionality, Expansion Ethernet Port; POE+; Single Port AES67/Dante
2 $1,074.04
Video Production: Switching & Routing Total $25,272.58 * Video Production: Recording & Webcasting
$667.47
Blackmagic Design BDLKWEBPTR4K
1 Web Presenter 4K Ultra HD Live Streaming Encoder $667.47 1 HyperDeck Extreme Rack Kit $245.97
Blackmagic Design HYPERD/RSTEXRMK
1 1TB Essential Cfast 2.0 Memory Card $627.38
Exascend EXSD3X001TB
$2,961.46
Blackmagic Design HYPERD/RSTEX4KHDR
1 HyperDeck Extreme 4K HDR $2,961.46
$1,280.55
Blackmagic Design HYPERD/RSTEXCTR
1 HyperDeck Extreme Control $1,280.55
$245.97
Blackmagic Design HYPERD/RSTEXRMK
1 HyperDeck Extreme Rack Kit $245.97
96 Video Production: Recording & Webcasting Total $6,028.80 * Lighting System
$1,162.50
Chauvet Professional SC07
125 Safety Cable $9.30
$647.64
Rockville 12-RDX5M5
6 5' 5-Pin Male-Female DMX Lighting Cables $107.94
$5,250.00
Trusst CTC-50HCBLK
125 Half-Coupler $42.00
Lighting System Total $7,060.14 *
Lighting System: House Light - Audience
$31,681.28
Chauvet Professional OVATION B-565FC
Ovation B-565FC Includes: powerCON Power Cord, Color
Blending Filter Control: 3-pin DMX, 5-pin DMX, ArtNet, sACN, (NET)
32 $990.04
Lighting System: House Light - Audience Total $31,681.28 * Lighting System: House Light - Wall Wash
$19,656.84
Chauvet Professional COLORado Batten Q15
COLORado Batten Q15 Includes: Includes: IP PowerKon Power Cord, Floor Bracket, Glare Shield Control: 5-pin DMX, Artnet, sACN
14 $1,404.06
Lighting System: House Light - Wall Wash Total $19,656.84 * Lighting System: Stage Lights - Color LED
$47,401.90
Chauvet Professional MAVERICK FORCE S PROFILE
Maverick Force S Profile Includes: IP powerKON Power Cord, 2pc Omega Brackets Control: 3-pin DMX, 5-pin DMX, ArtNet, sACN, WDMX (NET)
10 $4,740.19
$5,040.00
Chauvet Professional OHDLENS26
20 Ovation Ellipsoidal HD Lens Tube - 26 Degree $252.00 $21,120.80
Chauvet Professional OVATION P-56FC
Ovation P-56FC Includes: Medium, and Wide Lenses,
powerCON Power Cord, Control: 3-pin DMX, 5-pin DMX (NET) 20 $1,056.04
$40,200.00
Chauvet Professional OVATION REVE E3
Ovation Rêve E-3Includes: Light Engine Only, IP PowerKON Power Cord - NO LENS TUBE Control: 3-pin DMX, 5-pin DMX (NET)
20 $2,010.00
97 Lighting System: Stage Lights - Color LED Total $113,762.70 * Lighting System: Stage - Cyclorama
$14,400.56
Chauvet Professional Ovation CYC 3FC
Low-profile and lightweight cyclorama wash or footlight fixture, in a 1m length. Display a full spectrum of hues with RGBAL LEDs for theatre, film, and production. Theatre-ready with 16- bit dimming of master dimmer and individual colors.
8 $1,800.07
Lighting System: Stage - Cyclorama Total $14,400.56 *
Lighting System: Lighting Board & DMX Expanders
$361.22
Chauvet DJ DATA STREAM 4
Universal DMX-512 optical splitter designed to distribute the incoming DMX signal, in daisy chain configurations, into four separate outputs with an additional “thru” port.
2 $180.61
$13,342.50
ETC Road Hog 4-21
Road Hog lighting control console in carton, US power cable What's included:
· One dimmable white/blue desk light
· Two USB flash drives for show storage and console recovery · Capture Lighting Design Software, Duet
· Dust cover
1 $13,342.50
Lighting System: Lighting Board & DMX Expanders Total $13,703.72 * * Subtotals do not include Tax, Shipping and Misc. charges. Refer to project summary 98 Equipment:

Project Summary
Miscellaneous:

Sales Tax:

Electronic Waste Fee:

Shipping:
$617,387.68
$18,173.69
$48,357.00
$80.00
$12,116.00
Labor: $239,069.50
Grand Total: $935,183.87
Sales tax is calculated based on the current sales tax and it is subject to change Payment Schedule Amount
Inital Deposit
Progress Payment - 50% progress
Progress Payment - 80% progress
Final Payment
$420,832.74
$233,795.97
$233,795.97
$46,759.19
Grand Total: Price includes SLA $935,183.87
Service Level Agreement Amount
MAVD MAT-SLA.SILVER
Silver SLA - Includes quarterly maintenance, cleaning, projector filter cleaning, checking all wires and connectors are snug, confirmation of system operation, performing major firmware updates, Minor repairs.

See our extended service level agreement detail. Period of performance:

One Year.
1 $11,760.00
99 Contractor: Matrix Audio Visual Designs, Inc. Date
CSLB #: 765990
Client: City of Fontana Date
Optional Service Level Agreements Amount
1 $47,039.00
MAVD MAT-SLA.GOLD
Gold SLA - Includes all the benefits of the Silver SLA with the added benefit of replacing parts should a failure occur. Period of performance:

One Year.

MAVD MAT-SLA.PLATINUM
Platinum SLA - Includes all the benefits of the Silver and Gold SLA with the added benefit of replacing parts and labor should a failure occur.

Period of performance: One Year.
1 $70,559.00
100
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1946 Agenda Date: 1/24/2023
Agenda #: H. Category: Consent Calendar
FROM:

Development Services
SUBJECT:

Temporary Reduction of Development Impact Fees
RECOMMENDATION:

Adopt Resolution No. 2023-004, a resolution of the City Council of the City of Fontana temporarily reducing existing development impact fees for residential construction within the City.

COUNCIL GOALS:
· To operate in a businesslike manner by correcting problems immediately. · To practice sound fiscal management by producing timely and accurate financial information. · To promote economic development by striving to constantly improve the city's competitiveness.
· To invest in the city's infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· To increase citizen involvement by informing the public about issues, programs and accomplishments.
· To preserve the local environment for generations to come and to create a healthy economic and environmental future by creating communities and neighborhoods that are attractive, safe, and convenient for walkers and bicyclists.

DISCUSSION:

Costs for developing property and purchasing residential real estate in the City of Fontana have increased as a result of inflation and rising interest rates. In an effort to encourage continued orderly residential development, the City is proposing a program to temporarily reduce development impact fees for residential development. The purpose of this program would be to reduce the upfront costs of residential real estate development within the City, to make housing more affordable and encourage ongoing residential development.

Development impact fees are adopted pursuant to the Mitigation Fee Act (Government Code section 66000 et seq.). The Mitigation Fee Act requires that all development impact fees be supported by a nexus study demonstrating, among other things, that the fees are reasonably related to the impacts of new development, and roughly proportional to the cost of mitigating such impact for each new development. Revenues generated by development impact fees must be spent on projects designed to mitigate impacts of new development. The reduction of development impact fees means the City City of Fontana Page 1 of 2 Printed on 1/19/2023
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File #: 21-1946 Agenda Date: 1/24/2023
Agenda #: H. Category: Consent Calendar
will have less revenue to offset the impacts of such development. As such, the City will need to establish a revenue backfill from unrestricted revenues.

The use of unrestricted revenues to cover the lost development impact fee revenues serves a public purpose because it encourages the continuation of orderly residential development within the City for purposes of providing needed housing and the economic benefits associated with residential development.

The development impact fee reduction is proposed to last for a total of 6 months, subject to extension by the City Council. Should the City no longer allocate or appropriate unrestricted revenues to fund the program, the program would cease immediately. To qualify for the program each developer will be required to enter into a developer agreement, which among other things, will require construction to begin within ninety (90) days from the date of the agreement. Additional program requirements include:
· completion of construction within 270 days of permit issuance · a program term of six (6) months, unless extended by the City Council thirty (30) days prior to expiration or terminated earlier due to lack of unrestricted revenues available to cover the shortfall;
· limitation to residential construction only;
· temporary reduction of development impact fees by fifty percent (50%); and · applicable to all residential permits obtained between January 30, 2023, and July 31, 2023.

FISCAL IMPACT:

Approval of staff recommendations will result in a reduction of fifty percent (50%) of projected residential development impact fee revenue over the next six (6) months. The total estimated lost revenue is estimated to be $4,500,000, which will be paid for from the city General Fund as well as state, federal, and regional grants and measures over the seven-year CIP period.

MOTION:

Adopt Resolution No. 2023-___ of the City Council of the City of Fontana temporarily reducing existing development impact fees for residential construction within the City.

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RESOLUTION NO. 2023-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,

CALIFORNIA, IMPLEMENTING A TEMPORARY REDUCTION TO

DEVELOPMENT IMPACT FEES FOR RESIDENTIAL DEVELOPMENT
PROJECTS AND TAKING OTHER ACTIONS RELATING THERETO.

WHEREAS, the City of Fontana (“City”), in response to current economic conditions negatively impacting residential construction within the City and in order to encourage orderly development of affordable residential units, wishes to implement a temporary reduction to the City’s Circulation, Active Transportation, Local Arterials, Traffic Signals, Landscape Median, Public Facilities, Police, Library, Fire Facilities, Park Development, and Municipal Services Fees (collectively, “DIF”); and WHEREAS, the Temporary Reduction to DIF program (“TRDIF”) will be limited in time and limited to residential development projects subject to the requirements set forth below; and
WHEREAS, the City has set aside unrestricted revenues from the City’s general fund to make up for the lost revenue resulting from the TRDIF; and WHEREAS, the City Council has determined the TRDIF serves a public purpose as it will encourage the continuation of orderly residential development within the City; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Fontana, California as follows:

Section 1. The Recitals set forth above are true and correct.

Section 2. The term of the TRDIF shall be for six (6) months from the date of adoption of this Resolution, unless extended by the City Council thirty (30) days prior to expiration of this initial six (6) month term, provided the TRDIF shall end immediately should the City no longer allocate or appropriate unrestricted revenues to cover the lost revenues resulting from the TRDIF.

Section 3. The TRDIF applies to residential construction only. Under no circumstances shall nonresidential construction be eligible to participate in the TRDIF.

Section 4. While the TRDIF is in effect, all DIFs applicable to residential construction shall be reduced by fifty percent (50%).

Section 5. This program will apply to all residential permits issued between the dates of January 30, 2023 and July 31, 2023, unless extended by the City Council or unless funding for the TRDIF shall be unavailable as provided for in Section 2 above.

Section 6. To qualify for the TRDIF, all residential construction applicants must sign a separate agreement confirming construction must begin within ninety (90) days 103
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Resolution No. 2023-___
2 from the date of the agreement and be completed within 270 days of issuance of permit.

A sample developer agreement is attached as Exhibit “A” and incorporated into this Resolution by this reference, and the form of such agreement is hereby approved with such changes as deemed necessary by the Deputy City Manager – Development Services.

Section 7. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

Section 8. This Resolution shall become effective immediately upon its adoption.

APPROVED AND ADOPTED this 24th day of January 2023.

READ AND APPROVED AS TO LEGAL FORM:
________________________________
Ruben Duran, City Attorney
I, Germaine McClellan Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing resolution is the actual resolution duly and regularly adopted by the City Council at a regular meeting on the 24th day of January, 2023, by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Germaine McClellan Key, City Clerk
________________________________
Acquanetta Warren, Mayor
ATTEST:
________________________________
Germaine McClellan Key, City Clerk
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Resolution No. 2023-___
3 Resolution No. 2023-______
Exhibit A
Form of Agreement
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Recording Requested By, and
When Recorded, Return to:

When Recorded Mail To:

City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
ATTN: City Manager
______________________________________________________________________________ Space Above this Line for Recorders Use
No Recording Fee Pursuant to Cal. Gov’t Code §27383

TEMPORARY DEVELOPMENT IMPACT FEE REDUCTION

PARTICIPATION AGREEMENT
This Temporary Development Impact Fee Reduction Program Participation Agreement (“Agreement”) is made and entered into as of ________________, 2023 (the “Effective Date”), by and between the CITY OF FONTANA, (“City”), a general law city, and _____________________________________________________________, (the “Developer”), as developer of that certain property located within the boundaries of the City and more particularly described in Exhibit A hereto (the “Property”). The City and Developer are sometimes referred to individually as “Party” and collectively as “Parties.”

RECITALS
A. Developer is developing the Property, which is a residential real estate development consisting of ____________ (the “Project”) and is applying for permits that are subject to plan check number _______________.

B. Due to rising inflation, the cost of developing the Project has increased significantly. Additionally, homes have become less affordable due to rising interest rates.

C. The City charges development impact fees on new residential development pursuant to Government Code section 66000 et seq., including Circulation, Active Transportation, Local Arterials, Traffic Signals, landscape Median, Public Facilities, Police, Library, Fire Facilities, Park Development, and Municipal Services Fees (collectively, “DIFs”). Each DIF is designed to recover the proportional cost of mitigating impacts on City services and facilities attributable to each development.

D. In order to reduce the cost of developing the Project within the City, and to continue to provide affordable housing within the City, the City previously adopted the Temporary Reduction to DIF program (“TRDIF”) pursuant to Resolution No. _______. Pursuant to the TRDIF, the City Council reduced the DIFs by 50% for a period of 6 months, commencing January 30, 2023 and ending July 31, 2023, with the revenue shortfall paid from unrestricted revenues. The 106
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2 TRDIF is available to developers of residential real estate that enter into an agreement with the City pursuant to which the developer agrees to commence construction of a residential real estate development within 90 days of the date of the agreement.

E. Developer wishes to participate in the TRDIF, and is entering into this Agreement as required by the TRDIF.

F. This Agreement accomplishes a public purpose by encouraging orderly residential development within the City.

AGREEMENT
NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1. Mutual Agreement.

1.1 Subject to collection of a processing fee of $350.00 and to the standard terms and conditions of this Agreement, the City’s municipal code and any permit being requested, Developer agrees to pay, and City agrees to accept, the TRDIF rate for the permits noted below
Address or APN Permit No. Total DIF Rate TRDIF Rate
TOTAL:
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3 1.2 In exchange for participation in the TRDIF, Developer agrees to commence construction promptly within 90 days of the Effective Date hereof. Commencement of construction shall be defined as obtaining the first inspection for the building permit that is subject to this Agreement.

1.3 Subject only to Force Majeure events, Developer agrees to complete construction within 270 days of permit issuance.

2. Term.

If Developer fails to commence construction by _____________________________, which is the date that is 90 days after the Effective Date or fails to complete construction by ______________________________, this Agreement shall terminate automatically, and Developer shall be required to pay the Total DIF Rate, as noted above, prior to receiving an occupancy permit for the unit that fails to meet conditions noted above. Otherwise, this Agreement shall terminate upon completion of construction and satisfaction of all terms and conditions related to such permit (each a “Termination Date”).

3. Covenant; Recordation:

3.1 To participate in the TRDIF program, Developer covenants to comply with the terms and conditions of this Agreement.

3.2 Developer agrees that this Agreement and the conditions and obligations herein shall be binding on and shall inure to the benefit of City, and its successors, heirs, personal representatives, or assigns, and are intended to run with the land.

3.3 Developer agrees that, at the city’s discretion, this Agreement may be recorded against the Property.

4. Events of Default:

The following events shall each constitute an Event of Default hereunder:

4.1 Developer fails to commence construction of the Project by _____________________ or failure to complete construction by _________________________.

4.2 Developer transfers the Property, or any portion thereof, to any other person without obtaining prior written consent from the City to assign the rights of this Agreement.

4.3 Developer’s development of the Property, or any portion thereof, for anything other than residential use.

4.4 Failure to comply with any other provision hereunder.

5. Remedies:
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4 If an Event of Default occurs, Developer agrees and acknowledges that such a default shall be treated in the same way as a violation of the City’s Municipal Code, and all applicable remedies existing thereunder shall be available to the City in the enforcement of this Agreement. In addition, upon occurrence of an Event of Default, the City shall have the following additional remedies:

5.1 The City may terminate this Agreement.

5.2 Upon such termination, the City may revoke Developer’s building permits with respect to the Property, unless Developer first pays an additional $_____________, which represents the amount necessary when, taken together with the amount previously paid, equals the total DIFs owed for the Project (“Total DIF”).

5.3 The City may exercise any and all other remedies available to the City under law.

6. Laws, Venue, and Attorneys’ Fees:

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. In the event of any such litigation between the Parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney’s fees, as determined by the court.

7. Release and Termination of Covenant:

Upon satisfaction of the conditions and covenants set forth herein, or upon termination of this Agreement and either the revocation of building permits or Developer’s payment of the Total DIF, the Parties agree that the encumbrance on title to the Property created by this Agreement shall be released and terminated, and the City shall provide any assistance deemed necessary to terminate and release such covenant from title.

8. Incorporation of Recitals and Exhibits:

Each of the exhibits attached hereto (if any) is incorporated herein by this reference. The Parties hereby affirm the facts set forth in the Recitals, above, and agree to the incorporation of the Recitals as though fully set forth herein.

9. Entire Agreement:

This Agreement memorializes and constitutes a final expression and a complete and exclusive statement of the Agreement and understanding between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, whether written or unwritten.

Each of the Parties to this Agreement acknowledges that no other party, nor any agent or attorney of any party, has made any promise, representation or warning whatsoever, express or implied, which is not expressly contained in this Agreement.

10. Time is of the Essence:
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5 Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with diligence to complete all covenants and conditions.

11. Counterparts:

This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

12. No Third-Party Beneficiaries:

There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

13. Invalidity; Severability:

If any part of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

14. Authority to Enter Agreement:

Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party.

15. Waiver:

No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

16. Amendment; Modification:

No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
[SIGNATURES ON FOLLOWING PAGE]
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6 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement for Payment of Fees as of the Effective Date first above written.

Date: ____________
CITY:

City of Fontana, a general law city
By:

Name:

Its:

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 SAN BERNARDINO )
On ____________________, 2023 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: (seal)
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7 Date: ____________
DEVELOPER:

By:

Name:

Its:

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 SAN BERNARDINO )
On ____________________, 2023 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: (seal)
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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
[TO COME]
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1952 Agenda Date: 1/24/2023
Agenda #: I. Category: Consent Calendar
FROM:

Police Department
SUBJECT:
2021 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 2021 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $54,155;

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2021 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award;

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

4. Increase revenues in the amount of $51,447; and appropriate $51,447 in Grant Fund #301, Project #40200004-301-A.

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 2021. 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 City of Fontana Page 1 of 2 Printed on 1/19/2023
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File #: 21-1952 Agenda Date: 1/24/2023
Agenda #: I. Category: Consent Calendar
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 2021 JAG Grant funds to purchase radio equipment.

Due to available supplies and time constraints, if items are 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 $54,155.

The County will retain a 5% administration fee in the amount of $2,708, and therefore the City of Fontana will receive $ $51,447.

FISCAL IMPACT:

The City of Fontana will increase revenues in the amount of $51,447; and increase appropriations for expenditures in the amount of $51,447 in Grant Fund #301, Project #40200004-301-A. Budget change forms to appropriate funds will be included with the 2022-2023 mid-year adjustments.

MOTION:

Approve staff recommendation.

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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1953 Agenda Date: 1/24/2023
Agenda #: J. Category: Consent Calendar
FROM:

Police Department
SUBJECT:
2022 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 2022 Edward Byrne Memorial Justice Assistance Grant (JAG) in the amount of $54,036;

2. Authorize the City Manager to sign the Interlocal Agreement on behalf of the City of Fontana for the 2022 Justice Assistance Grant and any other documents and/or amendments required to comply with this grant award;

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

4. Increase revenues in the amount of $51,334 and appropriate $51,334 in Grant Fund #301, Project #40300007-301-A.

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 2022. 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 City of Fontana Page 1 of 2 Printed on 1/19/2023
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File #: 21-1953 Agenda Date: 1/24/2023
Agenda #: J. Category: Consent Calendar
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 2022 JAG Grant funds to purchase various equipment. Equipment to be purchase include communication headsets, drone, rifle accessories, explosive storage, optics accessories various teams. Due to supply and 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 $54,036.

The County will retain a 5% administration fee in the amount of $2,702, and therefore the City of Fontana will receive $ $51,334.

FISCAL IMPACT:

The City of Fontana will increase revenues in the amount of $51,334; and increase appropriations for expenditures in the amount of $51,334 in Grant Fund #301, Project #40300007-301-A. Budget change forms will be included with the 2022-2023 mid-year adjustments.

MOTION:

Approve staff recommendation.

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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1955 Agenda Date: 1/24/2023
Agenda #: K. Category: Consent Calendar
FROM:

Human Resources
SUBJECT:

Approve Resolution Authorizing the City of Fontana to pick-up certain Employee Contributions to the City’s PTS-OBRA Plan pursuant to IRS Code Section 414(h)(2) RECOMMENDATION:

1. Adopt Resolution No. 2023-005, for the employer pick-up of certain employee contributions to the City’s PTS-OBRA Plan pursuant to Internal Revenue Code section 414(h)(2).

2. Authorize the City Manager and appropriate members of City staff to execute any and all plan documents, subsequent agreements and any other related items, and to take all reasonable and necessary actions, on behalf of the City to carry out and implement the resolution COUNCIL GOALS:
· To operate in a businesslike manner by becoming more service oriented. · To practice sound fiscal management by living within our means while investing in the future.

DISCUSSION:

The City currently maintains a Social Security replacement plan for its eligible part-time and seasonal employees (the “PTS-OBRA Plan”).

The City Council, pursuant to its Resolution No. 2022 - 127, previously authorized the migration of recordkeeping services for the PTS-OBRA Plan from Public Agency Retirement Services to Bencor.

Because the Bencor recordkeeping arrangement only supports pre-tax employee contributions (i.e., employee contributions that have been picked-up pursuant to Internal Revenue Code section 414(h) (2)) and the pick-up of employee mandatory contributions to the PTS-OBRA Plan will result in a modest savings of taxes for participants, with no negative fiscal impact upon the City, the Human Resource Department is recommending Council adoption of the attached resolution.

FISCAL IMPACT:

Adoption of the pick-up resolution should have little or no fiscal impact on the City’s finances.

MOTION:

Approve staff recommendation.

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RESOLUTION NO. 2023 - xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,

CALIFORNIA, FOR EMPLOYER PICK-UP OF CERTAIN EMPLOYEE
CONTRIBUTIONS TO THE CITY’S PTS-OBRA PLAN PURSUANT TO
INTERNAL REVENUE CODE SECTION 414(h)(2)
WHEREAS, the City currently maintains a Social Security replacement plan for its eligible part-time and seasonal employees (the “PTS-OBRA Plan”); and WHEREAS, the City Council, pursuant to its Resolution No. 2022 – 127, previously authorized the migration of recordkeeping services for the PTS-OBRA Plan from Public Agency Retirement Services to Bencor; and
WHEREAS, in connection with this migration it will be necessary to amend and restate the PTS-OBRA Plan onto a new plan document supported and provided by Bencor; and
WHEREAS, the Bencor arrangement only supports pre-tax employee contributions (i.e., employee contributions that have been picked-up pursuant to Internal Revenue Code section 414(h)(2)); and
WHEREAS, the pick-up of employee mandatory contributions to the PTS-OBRA Plan will result in a modest savings of taxes for participants and will have no negative fiscal impact upon the City.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana, California, as follows:

Section 1. Pursuant to IRC Section 414(h)(2), the City Council hereby elects to implement an employer pick-up of mandatory employee contributions to the City’s PTS-OBRA Plan.

Section 2. Picked up contributions, although designated as employee contributions, will be picked up on a pre-tax basis in lieu of employee contributions so that such contributions are treated for income tax purpose as employer contributions.

Section 3. Employees shall not have the option of choosing to receive the picked up contribution amounts directly instead of having them paid by the City to the PTS-OBRA Plan.

RESOLVED, FURTHER, that the appropriate members of the City’s staff are hereby authorized and directed to take all reasonable and necessary actions, including 174
16498.00411\40897208.1 Page 2 of 2
the execution of a new Bencor-provided PTS-OBRA plan document and additional documents, to carry out and implement this resolution.

PASSED AND ADOPTED: 24th day of January, 2023.

ATTEST: CITY OF FONTANA
Germaine Key Acquanetta Warner
City Clerk Mayor
APPROVED AS TO FORM:

Ruben Duran,
City Attorney
175
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1958 Agenda Date: 1/24/2023
Agenda #: L. Category: Consent Calendar
FROM:

Finance
SUBJECT:

City of Fontana's Single Audit Report (SAR) for Fiscal Year ended June 30, 2021.

RECOMMENDATION:

Receive and File the City of Fontana’s Single Audit Financial Report for Fiscal Year ended June 30, 2021.

COUNCIL GOALS:
· Practice sound fiscal management by producing timely and accurate financial information.

DISCUSSION:
2 Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) requires that all nonFederal agencies expending Federal awards of $750,000 or more during the Fiscal Year must have a single or program specific audit conducted in that year. Accordingly, the City’s Fiscal Year 2020- 2021 audit was completed by the accounting firm Davis Farr LLP with the compliance requirements described in the OMB Compliance Supplement.

It was Davis Farr LLP’s opinion that the schedule of expenditure of federal awards was fairly stated in all material aspects in relation to the financial statements and an unmodified opinion was issued.

The SAR, (Attachment 1), includes a report on Internal Controls in accordance with General Auditing Standard, a report/notes on compliance for each Major Federal Program, and a schedule of findings and questions costs.

Copies of the SAR have been made available to the public at the City Clerk’s Office.

FISCAL IMPACT:

None.

MOTION:

Approve Staff Recommendation.

City of Fontana Page 1 of 1 Printed on 1/19/2023
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CITY OF FONTANA
Single Audit Report on
Federal Awards
Year Ended June 30, 2021
177

CITY OF FONTANA
Single Audit Report on Federal Awards
Year ended June 30, 2021

TABLE OF CONTENTS
Page
Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Report on Compliance for Each Major Federal Program, Report on Internal Control over Compliance and Report on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance
Schedule of Expenditures of Federal Awards
Notes to the Schedule of Expenditures of Federal Awards Schedule of Findings and Questioned Costs
Summary Schedule of Prior Audit Findings
1 3
6 7
9 14
178
1 City Council
City of Fontana
Fontana, California
Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards
Independent Auditors’ Report
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Fontana (the “City”) as of and for the year ended June 30, 2021, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated June 9, 2022.

Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of the internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. However, as described in the accompanying schedule of schedule of findings and questioned costs we identified certain deficiencies as items 2021-001 through 2021-004 that we consider to be material weaknesses.
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2 City of Fontana
City Council
Page Two
Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instance of noncompliance or other matters that is required to be reported under Government Auditing Standards, in the Schedule of Findings and Questioned Costs.

City of Fontana’s Response to Findings
The City of Fontana’s response to the findings identified in our audit is described in the accompanying schedule of audit findings and questioned costs. The City of Fontana’s responses were not subjected to the auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the responses.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Irvine, California
June 9, 2022
180
3 City Council
City of Fontana
Fontana, California
Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance
Independent Auditors’ Report
Report on Compliance for Each Major Federal Program
We have audited the City of Fontana’s (City) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs for the year ended June 30, 2021. The City’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs.

Management’s Responsibility
Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs.

Auditors’ Responsibility
Our responsibility is to express an opinion on compliance for each of the City’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirement of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the City’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the City’s compliance.
181
4 City of Fontana
City Council
Page Two
Opinion on Each Major Federal Program
In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2021.

Report on Internal Control Over Compliance
Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control over compliance.

A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did identify a deficiency in internal control over compliance, as described in the schedule of findings and questioned costs as 2021-005, that we consider to be a material weakness.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose.
182
5 City of Fontana
City Council
Page Three
Report on Schedule of Expenditures of Federal Awards Required by Uniform Guidance
We have audited the financial statements of the City as of and for the year ended June 30, 2021, and have issued our report thereon dated June 9, 2022, which contained an unmodified opinion on those financial statements. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements.

The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditure of federal awards is fairly stated in all material respects in relation to the financial statements as a whole.

Irvine, California
September 30, 2022, except for the Schedule of Expenditures of Federal Awards, which is dated June 9, 2022
183
Federal
Domestic Program Amount
Assistance Identification Program Provided to
Number Number Expenditures Subrecipients
U.S. Department of Housing and Urban Development
Direct Assistance:

Community Development Block Grant/Entitlement Grants Cluster 14.218 B-20-MC-06-0565 $ 1,936,174 - B-20-MW-06-0565 909,380 -
B-08-MN-06-0507 359,772 -
B-11-MN-06-0507 321,930
Subtotal Community Development Block Grant/Entitlement Grants Cluster 3,527,256 Emergency Shelter Grant Program 14.231 E-20-MC-06-0565 176,383

14.231 E-20-MW-06-0566 359,688
HOME Investment Partnerships Program 14.239 M-19-MC-06-0548 50,661 - Total U.S. Department of Housing and Urban Development 4,113,988 - U.S. Department of Justice
Direct Assistance:

COVID-19 Coronavirus Emergency Supplemental Funding Program 16.034 2020-VD-BX-1282 4,514 - Equitable Sharing Program 16.922 n/a 2,524,054 -
Total U.S. Department of Justice 2,528,568 -
U.S. Department of Transportation
Passed through the State of California, Office of Traffic Safety:

State and Community Highway Safety Cluster 20.600 PT20046 87,099 - PT21134 156,078 -
Subtotal State and Community Highway Safety Cluster 243,177 Passed-through the State of California, Department of Transportation:

Highway Planning & Construction Cluster:

Highway Planning and Construction 20.205 HSIPL-5307 (021) 65,227 - CAT-16-098 976,022 -
Recreational Trails Program 20.219 RT-36-012 257,698 -
Subtotal Highway Planning & Construction Cluster 1,298,947 - Total U.S. Department of Transportation 1,542,124 -
U.S. Department of Homeland Security
Passed through the San Bernardino County Fire Protection District:

Homeland Security Grant Program 97.067 2018-0054 37,757 - 2019-0035 34,243 -
Passed through the CA Governor's Office of Emergency Services:

Disaster Grants - Public Assistance (Presidentially Declared Disasters) 97.036 FEMA-4482-DR-CA 95,735 - * Disaster Grants - Public Assistance (Presidentially Declared Disasters) FEMA-4482-DR-CA 275,418 - Direct Assistance:

Assistance to Firefighters Grant 97.044 EMW-2018-FO-04186 301,362 - EMW-2019-FG-04251 66,239 -
Total U.S. Department of Homeland Security 810,754 -
U.S. Department of Treasury
Passed through the County of San Bernardino:

Coronavirus Relief Fund (Pass-through from SB County) 21.019 CARES21-ALLC-FON 644,701 - * Coronavirus Relief Fund (Pass-through from SB County) CARES20-ALLC-FON 1,985,238 - Passed through the State of California, Dept of Finance:

Coronavirus Relief Fund (Pass-through from State) 21.019 CRF Allocation to Cities 2,330,370 - * Coronavirus Relief Fund (Pass-through from State) 21.019 CRF Allocation to Cities 299,569 - Direct Assistance:

Emergency Rental Assistance Program - 1 21.023 ERA0150 6,378,855 - Total U.S. Department of Treasury 11,638,733 -
U.S. Department of Justice
Direct Assistance:

Public Safety Partnership and Community Policing Grants (COPS Grant) 16.710 Grant13025283 84,371 - Total U.S. Department of Agriculture 84,371 -
Total Federal Expenditures $ 20,718,538 -
* FY 2020 expenditures
n/a - not available
Federal Grantor/Pass-Through Grantor Program Title

CITY OF FONTANA
Schedule of Expenditures of Federal Awards
For the Fiscal Year ended June 30, 2021
See accompanying notes to the schedule of expenditures of federal awards 6 184
7 CITY OF FONTANA
Notes to the Schedule of Expenditures of Federal Awards Year Ended June 30, 2021
(1) Summary of Significant Accounting Policies Applicable to the Schedule of Expenditures of Federal Awards
(a) Scope of Presentation
The accompanying schedule presents only the expenditures incurred by the City that are reimbursable by agencies providing federal assistance. For the purposes of this schedule, federal financial assistance includes both federal financial assistance received directly from a federal agency, as well as federal funds received indirectly from a non-federal agency or other organization. Only the portion of program expenditures reimbursable with such federal funds are reported in the accompanying schedule. Program expenditures in excess of the maximum federal reimbursement authorized or the portion of the program expenditures that were funded with state, local or other non-federal funds are excluded from the accompanying schedule. The City did not use the 10% de minimis indirect cost rate covered in section 200.414 of the Uniform Guidance. (b) Basis of Accounting
The expenditures included in the accompanying schedule were reported on the accrual basis of accounting. Under the accrual basis of accounting, expenditures are recognized when incurred. Expenditures reported include any property or equipment acquisitions incurred under the federal program. 185
8 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Section I - Summary of Auditors’ Results
Financial Statements

1. Type of auditors’ report issued on whether the
financial statements audited were prepared in
accordance with GAAP: Unmodified

2. Internal control over financial reporting:
a. Material weakness(es) identified? 2021-001
2021-002
2021-003
2021-004
b. Significant deficiency(ies) identified? None reported

3. Noncompliance material to the financial
statements noted? None reported
Federal Awards

1. Internal control over major programs:
a. Material weakness(es) identified? 2021-005
b. Significant deficiency(ies) identified? None reported

2. Type of auditors’ report issued on
compliance for major programs: Unmodified

3. Any audit findings disclosed that are
required to be reported in accordance
with 2 CFR 200.516 (a)? No

4. Identification of major programs:

CFDA Number Name of Federal Program or Cluster

20.205/20.219 Highway Planning and Construction
and Recreational Trails Cluster

21.023 Emergency Rental Assistance Program

21.019 Coronavirus Relief Fund

5. Dollar threshold used to distinguish
between Type A and Type B programs: $750,000

6. Auditee qualified as a low risk auditee? No
186
9 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Section II - Financial Statement Findings
2021-001 Journal Entries Detected During the Audit
Certain audit schedules were received after the start of the audit, resulting in delays and journal entries provided to the auditor after the scheduled timing of the audit. As a result of audit procedures and the City’s review of financial information for the fiscal year ended June 30, 2021, there were six material audit adjustments.

The auditing standards acknowledge that the auditor should not be part of the City’s system of internal control because adjusting material transactions in the financial statements creates an independence threat and reduces auditor transparency. An important element of controls over financial reporting is for management to identify adjustments necessary for financial statements to be fairly stated.

Recommendation
An important element of controls over financial reporting is for management to identify adjustments necessary for financial statements to be fairly stated.

Whenever possible, adjustments should be reflected in the accounting records prior to the start of the audit. When this is not possible, management should identify and communicate to the auditors the potential areas of adjustment that may need to be addressed during the audit process. This will help to reduce the risk of material misstatement.

Management Response
Management acknowledges the importance of making any adjustment, material and/or immaterial, prior to the start of the audit. The City’s fiscal year-end closing process for June 30, 2021, was significantly delayed and was directly related to inadequate available staffing resources mainly due to staff turnover. The Finance Department has recently undergone a reorganization and as part of its restructuring and in agreement with the recommendation, will thoroughly reconcile accounts, additions, deletions, and other adjustments prior to the start of fieldwork. Any adjustments that occur during the audit process will be communicated to the auditors.
2021-002 Reconciliation of Investments
During our review cash and investments, we noted the amounts recorded in the trial balance did not agree with amounts reported per the bank statements.

Accordingly, there was not a reconciliation performed over this particular investment account as of the start of the audit.
187
10 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Recommendation
We recommend all cash and investments recorded in the trial balance be reconciled to amounts reported in the bank statements prior to the start of the audit.

Management Response
Management recognizes the risk in not reconciling all cash related items prior to the start of the audit. The City’s timely reconciliation of investments was directly related to inadequate available staffing resources mainly due to staff turnover. The Finance Department has recently undergone a reorganization and as part of its restructuring and in agreement with the recommendation, has since allocated additional professional accounting staff to the Accounting Division and is implementing a monthly close process which will ensure timely reconciliation of all bank accounts and investments along with the recording of the proper adjustments.
2021-003 Capital Assets
A significant amount of time was spent by the City after the start of the audit to update the year end capital asset records and reconcile those updated records to the general ledger. To ensure a timely completion of these significant transactions at year end, the City should perform and update reconciliations throughout the year which would ease the effort needed at year end. In addition, there were several adjustments recorded by the City during the course of the audit that affected this area and resulted in updates to the accounting schedules. Adjustments included property sold but not reflected in the accounting schedules and property constructed by developers and paid for by City that was not reflected in the accounting schedules.

Recommendation
We recommend that the City consider performing quarterly updates of its capital assets listings to ease the burden at year end. Instead of having to perform a full year’s worth of updates, the effort needed at year end would be reduced due to the periodic reconciliations performed during the year. This would also help identify errors in a timely manner and give the City an opportunity to correct them prior to the start of the audit.

In addition, the preparer of the capital asset schedule relies on external department notification of sales, disposals and acquisition of capital assets. The City should develop controls to mitigate the reliance on notification when such transactions have occurred.
188
11 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Management Response
Management recognizes the importance of recording transactions involving capital assets accurately and timely. To avoid adjustments and misstatement to the capital asset schedule, the Finance department will be performing quarterly reconciliations of Capital Asset related schedules and transactions. Finance will also be attending regular CIP meetings to discuss work in progress, completed projects, and acquisition/disposal/sale of assets. The Accounting Division is also implementing new internal procedures to ensure that information about capital assets is collected in a timely manner for proper recording. This includes reviewing all accounts related to capital activity, scheduling regular meetings with our departments to ensure flow of communication, and reviewing council meeting minutes to ensure all capital related activity is captured.
2021-004 Payroll
During our review of internal controls for payroll, we noted that payroll employees have access to modify and change employee information and pay rates. We noted that although payroll change reports were generated, they were not reviewed by someone independent of the payroll process.

Recommendation
We recommend that a payroll change report be reviewed by Finance or Human Resources for each payroll period to ensure all changes are authorized.

Management Response
Management agrees with the recommendation and has implemented an additional step to the payroll procedure which includes the monthly review of any payroll changes in the previous month changes by the human resources department. This will mitigate the risk of having any unauthorized transactions processed through the payroll process.
189
12 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Section III - Federal Award Findings and Questioned Costs (2021-005) Employee Timecards
Federal Agency: Department of Transportation
CFDA Cluster Nos.: 20.205 and 20.219
Federal Program Cluster: Highway Planning and Construction and Recreational Trails Program
Compliance Requirement: Allowable Costs - Payroll
Type of Finding: Material Weakness
Questioned Costs: $0
Criteria: 2 CFR 200.430(i)(1)(vii) Standards for Documentation of Personnel Expenses
(1) Charges to Federal awards for salaries and wages must be based on records that accurately reflect the work performed. These records must: (vii) Support the distribution of the employee's salary or wages among specific activities or cost objectives if the employee works on more than one Federal award; a Federal award and non-Federal award; an indirect cost activity and a direct cost activity; two or more indirect activities which are allocated using different allocation bases; or an unallowable activity and a direct or indirect cost activity.

Condition: Of the 40 sample selections of payroll costs, the City was not able to provide timecards for 28 of the employees to support the time charged to the program.

Cause: Due to a change in software, the City was unable to generate time cards of the time charged within the former accounting system.

Effect: Supporting employee timecards are not available to support the allocation of payroll costs.

Recommendation: We recommend timecards be retained in a secure IT environment to support payroll costs.
190
13 CITY OF FONTANA
Schedule of Findings and Questioned Costs
Year ended June 30, 2021
Management Response
Management acknowledges and agrees with the importance of maintaining source documents used to charge salaries and benefits to Federal awards to accurately reflect the work performed. Fiscal Year 2020-21 was the implementation year of the City’s new payroll system. As such, it was determined that some of the new payroll system settings were implemented in error and resulted in additional charges to Federal awards that were not based upon detailed timecards, personnel activity reports, or equivalent documentation. This programming issue was fully corrected in Fiscal Year 2022-23 and staff is working diligently to reconcile both 2020-21 and 2021-22 fiscal years.
191
14 CITY OF FONTANA
Summary Schedule of Prior Audit Findings
Year ended June 30, 2021
Section IV – Summary of Prior Audit Findings and Current Status The following is the status of prior audit findings for the year ended June 30, 2021:
(2020-001) Journal Entries Detected During the Audit
This finding has been repeated as item 2021-001
(2020-002) Delinquent Loan Status
This finding has been resolved
(2020-003) Capital Assets
This finding has been repeated as item 2021-003
(2020-004) Investment Compliance
This finding has been resolved
(2020-005) Written Purchasing Policy
This finding has been resolved
192
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1960 Agenda Date: 1/24/2023
Agenda #: M. Category: Consent Calendar
FROM:

Economic Development
SUBJECT:

Pre-Paid Card Marketing and Processing Agreement - FiCentive, Inc.

RECOMMENDATION:

To approve the card processing vendor agreement for the Fontana Eats resident grant program and assign delegation authority to the City Manager and appointee for program implementation.

COUNCIL GOALS:
· Promote economic development by pursing economic resiliency through community programs.

DISCUSSION:

On October 25, 2022, the City Council approved the Fontana Eats food assistance program to provide a direct benefit to eligible households impacted by Covid 19, to be funded through the American Rescue Plan Act. Staff conducted a competitive search of vendors to provide funding distribution through pre-paid card services for the program. Additional services include card purchasing monitoring, and complete cardholder customer service. USIO/FiCentive Inc. was selected.

FiCentive will only bill once applications are processed for pre-paid use. The attached credit card processing and marketing agreement provides the city with a direct vendor to process secure payments to residents through pre-paid credit cards.
- Costs include
o $2.50 per card processing fee
o $1,500 Custom Card Design Fee (one-time fee)
o Postage is to be billed based on postage rates
- Services include:
o Credit Card Purchase Monitoring Dashboard
o Purchase allowance to Merchant Category Codes
o Card Services Assistance for cardholders
o Flexibility to use for future programs
The pre-paid amount will be loaded onto cards based on the approved grant amount. Economic Development will process grant approvals monthly, for the duration of the program, for immediate distribution to residents. Processing time is estimated at 6-8 weeks.

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File #: 21-1960 Agenda Date: 1/24/2023
Agenda #: M. Category: Consent Calendar
FISCAL IMPACT:

All costs and pre-payments issued credit cards will record and are budgeted in Project #10500001- 302-A-8028 and will not exceed the $3,000,000 Fontana Eats program. Monthly allocations will cover USIO/FiCentive processing fees, design fees, and postage are not to exceed $10,000 per month, costs are included in the operational expense of the $3,000,000 allocated to the Fontana Eats program.

MOTION:

Approve staff recommendation.

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99999.91910\40919720.1

PREPAID CARD MARKETING AND PROCESSING AGREEMENT
This PREPAID CARD MARKETING AND PROCESSING AGREEMENT (this “Agreement”) is made and entered into as of _____________________ (the "Effective Date") by and between FiCentive, Inc., a Nevada corporation (“FiCentive”), whose principal business address is 3611 Paesanos Parkway Suite 300, San Antonio, Texas 78231 and the City of Fontana, a California municipal company (hereinafter “CLIENT”), whose principal business address is 8353 Sierra Avenue Fontana, CA 92335 (each a “Party”, collectively the “Parties”).

RECITALS
A. FiCentive, through a network of affiliate banking and processing relationships (the “FiCentive Prepaid Partners”), distributes, manages, and processes prepaid stored value cards (collectively, the “Cards”) issued by Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing (the “Issuing Bank”) that are sold through various channels to consumers and businesses (collectively, the “Cardholders”); and
B. CLIENT has relationships with various entities and individuals that may desire Prepaid Card Account (as defined below) products and services such as those offered by FiCentive (although CLIENT makes no representation or warranty regarding such willingness); and C. CLIENT also desires to sell and/or distribute Prepaid Cards and FiCentive is willing to grant to CLIENT certain rights to use, distribute, market, promote and/or sell Prepaid Cards directly to consumers and through and with various affiliates or partners of CLIENT (“CLIENT Partners”) in exchange for certain compensation, under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, based on the foregoing and the mutual and dependent promises contained herein, the parties hereto agree as follows:

DEFINITIONS
The following definitions apply to the terms set forth below when used in this Agreement:

1.01 ACH means Automated Clearing House which consists of a collection of electronic interbank networks used to process transactions electronically.

1.02 Acquirer means the financial institution that establishes and maintains the merchant account, receives transactions from the merchant and initiates the interchange via the Visa, MasterCard and Discover networks and ATM/debit networks.

1.03 Account or Card Account means a Cardholder account or CLIENT account, as applicable, that is a virtual or pseudo deposit account within an aggregate or pooled account held at one or more financial institutions and which is serviced under this Agreement.

1.04 ATM means Automated Teller Machine.

1.05 Card, Prepaid Card or Stored Value Card means a plastic magnetic stripe card, or a virtual or hosted representation or emulation of a plastic magnetic stripe card, which is issued to a person by the Issuer that is associated with and contains information pertinent to an Account.

1.06 CLIENT Cards means a Prepaid Card sold, distributed, or used by CLIENT or a CLIENT Partner 195
99999.91910\40919720.1 Page 2 Usio, Inc. Confidential October 2022 under the terms of this Agreement.

1.07 Cardholder means the person (or entity) to whom a Card has been issued; the owner of the Card.

1.08 Cardholder Funds means the funds or monies held in or made available to the Cardholder’s Account or on the Cardholder’s Card.

1.09 CLIENT Cardholder means the person (or entity) to whom a CLIENT Card has been issued; the owner of the CLIENT Card and associated Account.

1.10 Cardholder Agreement means the agreement between Issuing Bank and a Cardholder governing the terms and conditions applicable to use of a Card.

1.11 Card Package means a packet that generally includes a Card in a Card carrier, an explanation of the services available to the Cardholder; an activation label with the IVR number that the Cardholder can call to activate the Card; additional disclosures including but not limited to the current version of the Cardholder Agreement; and the fees and charges that apply to use of the Card, as may be amended from time to time.

1.12 Issuer or Issuing Bank means Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing that issues the Card to the individual.

1.13 Merchant means a retailer, or any other person, firm, or corporation that, by agreement, accepts Stored Value Cards when properly presented.

1.14 A Merchant Identification Numbers (“MID”) is a unique code provided to merchants by their payment processor or acquirer. This code is transmitted along with cardholder information to involved parties for transaction reconciliation. The MID can help identify a merchant when communicating with their processor and other parties. The Merchant’s credit card processor is ultimately responsible for assigning each of the codes to a business or merchant.

1.15 Merchant Category Codes (“MCCs”), or merchant classification codes, are four-digit numeric codes that described the types of goods or services a business provides. The codes, their meanings and classification are set by the Payment Brands. Credit card processors, however, are the ones responsible for assigning each of the codes to a business or merchant. Payment brands, issuers and acquirers can use MCCs to categorize, track, and restrict transactions. MCCs can be used for tax reporting, interchange promotion and gathering information about cardholder purchasing behavior. Often, MCCs are recognized by all payment brands; however, not all codes are recognized by all brands. Payment brands frequently add, eliminate, or change the MCCs with regularly- scheduled enhancements.

1.16 Operating Rules means the rules and business practices established by FiCentive (the “Rules” as defined below), Payment Networks and Issuer and provided to CLIENT by FiCentive, which are meant to increase consistency and interoperability among the various financial service providers that interact with each other and the end-users including the Payment Networks and the Issuer. Operating Rules include, but are not limited to, authorization procedures, settlement timing requirements, and audit and accounting rules.

1.17 Payment Brands means the respective financial institutions (i.e., “Visa® or MasterCard® or other payment networks that act as a gateway between acquirers and issuers for authorizing and funding transactions and whose brands appear on the back of a Card to indicate where a Card is accepted”), responsible for advancing and promoting the actual Payment Card Industry Data Security Standards.

1.18 Payment Network means Visa® or MasterCard® or other payment networks that act as a gateway between Acquirers and Issuers for authorizing and funding transactions and whose brands appear on the 196
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1.19 Personal Identification Number (PIN) means the code that assists an Issuer to authenticate the Cardholder for the purpose of approving a Card transaction. PINs may or may not be used in association with a Card, based upon the Program details.

1.20 FiCentive Customer Data means any and all data and information about FiCentive customers or clients provided to FiCentive by FiCentive customers or otherwise acquired by FiCentive from any source.

1.21 CLIENT Customer Data means any and all data and information about CLIENT customers provided to CLIENT by CLIENT customers or clients or otherwise acquired by CLIENT from any source.

1.22 Program means the type of Prepaid Card (e.g. consumer, corporate, gift, etc.) and associated fees and functionality of the Prepaid Cards CLIENT will distribute or sell under this Agreement, as well as CLIENT’s plan for offering, marketing and/or loading CLIENT Cards, including the specific development, design and implementation requirements.

1.23 Program Manager means the owner of a prepaid stored value card Program. Typically, Program Managers are responsible for establishing relationships with processors, financial institutions, Issuers and Payment Networks. For the purpose of this Agreement, FiCentive will also act as the Program Manager.

1.24 Rules or Processor Rules mean those certain rules and regulations promulgated by FiCentive from time to time that govern access to and use of the System. The Processor Rules are meant to increase consistency and interoperability among the various financial services providers including financial institutions, the Issuer and the Payment Networks that interact with each other and the end-users. FiCentive may, from time to time, modify the Rules in which event FiCentive shall provide written notice to CLIENT of said changes. However, in no case will CLIENT be required to operate under amended Rules which CLIENT has not agreed to in writing unless such changes are as a result of requirements imposed by the Issuer, a Payment Network, or government laws or regulations.

1.25 Settlement means the movement of funds between CLIENT and FiCentive or Issuing Bank in accordance with the Operating Rules and Processor Rules.

1.26 Prefunding Account means the account maintained by FiCentive or Issuer used for Settlement of all CLIENT funded or facilitated loads to a Card Account.

1.27 The System means the computer equipment, computer software and related proprietary technology, equipment, business methods and documentation used at any time and from time to time by FiCentive to provide the services contemplated by this Agreement. The System is a real-time, host-based processing system that operates 24 hours a day, 7 days a week. Among other things, the System serves to effectuate the simultaneous electronic transfer of funds between various financial accounts including Card Accounts.

Based upon the Program description, loading funds to a Card Account may occur electronically through an account-to-account transfer, through a bank, retailers or others who provide loading services and by direct payroll deposit. Based upon the Program description, funds in Accounts may be removed through an electronic account-to-account transfer, through use of a Card at an ATM to withdraw cash, through use of a Card to make purchases from Merchants who participate in a Payment Network that is authorized for the Program and through the utilization of ACH transactions or other services.

1.28 Transaction means activities related to a Cardholder’s Account including, but not limited to, when a Cardholder makes a purchase, conducts a balance inquiry, or withdraws cash. 197
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1.29 External Authorization refers to any Transaction on a Cardholder Account that is authorized by the CLIENT or a CLIENT-controlled system via a webservice, Application Programming Interface (API) or similar interface. FiCentive refers to this process as “external authorization” or “pseudo-gateway”.

1.30 Settled Transaction or Posted Transaction from the Payment Network refers to the final amount debited from the card account, including any gratuity or additions to the initial related External Authorization. The Settled Transaction amount may differ from the amount provided in the associated External Authorization that is sent originally to the CLIENT or CLIENT-controlled system. This difference is commonly attributable to an uncertain final debit amount at the time of the initial authorization. Any claim or dispute relating to or arising out of a difference between the Settled Transaction and the External Authorization will be the sole responsibility of FiCentive.

1. APPOINTMENT OF CLIENT AS DISTRIBUTOR

1.1 Appointment. FiCentive hereby grants to CLIENT a non-exclusive right to distribute, market, promote, use and/or sell Prepaid Cards that are managed and processed by FiCentive and issued by the Issuing Bank under the terms and conditions specified in this Agreement.

1.2 Addition or Deletion of CLIENT Partners. CLIENT agrees to submit all required paperwork required by FiCentive to approve or deny all CLIENT Partners. New CLIENT Partners may only be added with the prior written consent of FiCentive and Issuing Bank and CLIENT will not provide CLIENT Partners the rights or ability to distribute, market, promote or sell CLIENT Cards, until approval is received.

1.3 Limited Agency; Regulatory and Other Inspections. FiCentive hereby appoints CLIENT as its sales representative with the authority to distribute and/or sell CLIENT Cards on behalf of FiCentive.

CLIENT shall be deemed an agent/ sales representative of FiCentive, for the limited sole purpose of distributing and/or selling CLIENT Cards. Neither FiCentive nor CLIENT may authorize subrepresentatives or CLIENT Partners to sell or market CLIENT Cards except in compliance with applicable requirements of MasterCard, Visa, Discover, Maestro, Cirrus, Interlink, Plus, STAR, PULSE and any other card association that is applicable (collectively the “Payment Networks”) and the Issuing Bank.

FiCentive and CLIENT may be subject to supervision, examination and regulation as provided by applicable federal and state law and regulations, as well as the requirements of the Issuing Bank and the Payment Networks. CLIENT hereby consents to inspections by federal and state authorities of its books and records relating to FiCentive and the Issuing Bank. CLIENT is under a duty to act only as authorized under this Agreement, and if CLIENT exceeds such authority, this Agreement may be terminated, and CLIENT may be subject to disciplinary action by federal and state authorities.

2. GENERAL REQUIREMENTS FOR PROMOTION OF THE CARDS

2.1 Distribution and Marketing. CLIENT will distribute or enable the purchase of the CLIENT Cards directly to individuals or businesses or through CLIENT Partners as set forth on Schedule A attached hereto, as well as with certain additional methods or through additional CLIENT Partners that CLIENT may serve in the future, as mutually agreed upon by the Parties in accordance with Section 1.2 of this Agreement. CLIENT agrees that all marketing materials developed by it that mention, promote, or are associated with the CLIENT Cards or otherwise contain FiCentive’s, the Issuing Bank’s, or the Payment Network’s tradename, trademarks or other intellectual property rights must be approved in writing by FiCentive prior to use. Failure to comply with this provision will be deemed a material breach of the Agreement.
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2.2 Marketing Expenses. CLIENT will be responsible for payment of any marketing materials, technology, equipment, supplies and the like developed by it and used in connection with the sale of the CLIENT Cards.

2.3 Covenants. Each Party covenants that it will: (a) conduct business in a manner that reflects favorably at all times on the CLIENT Cards and the good name, goodwill and reputation of the other Party; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other Party or the CLIENT Cards; (c) make no false or misleading representations with regard to the other Party or the CLIENT Cards; (d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the other Party or the CLIENT Cards; and (e) make no representations, warranties or guarantees with respect to the CLIENT Cards that are inconsistent with literature or language distributed or approved by FiCentive, Issuing Bank or the Payment Networks.

2.4 Card Package. CLIENT, with FiCentive’s assistance, if requested, and at no extra cost to the CLIENT other than those quoted in Schedule B, shall design the CLIENT Card and Card Package, including any Card mailers, promotional inserts and Card mailing envelopes (the “Related Mailing Pieces”) for mailing the CLIENT Cards to Cardholders. CLIENT shall design the CLIENT Card and the Related Mailing Pieces using the standard design and materials all in accordance with the Payment Networks’ Regulations, which design, and materials must be approved by FiCentive, the Payment Networks, and the Issuing Bank; provided that FiCentive shall assist CLIENT to obtain from the Payment Network and Issuing Bank the requisite approvals for the design of the CLIENT Card. CLIENT shall permit FiCentive to brand all CLIENT Cards on the front or reverse side, at FiCentive’s discretion, with the FiCentive logos and trademarks. CLIENT shall also permit FiCentive to brand all CLIENT Cards on the reverse side with a customer service toll-free number and the name of the Issuing Bank. At CLIENT’s option, CLIENT may design and create the Related Mailing Pieces using custom materials selected by CLIENT at CLIENT’s sole cost and expense; provided, however, that CLIENT shall pay any incremental increase in costs for production in advance to FiCentive. All promotional inserts shall be provided by CLIENT at its sole cost and expense and shall be subject to the prior written approval of FiCentive, which approval shall not be unreasonably withheld.

2.5 Marketing Plan and Material Approval and Penalties. All marketing materials, activities, plans or proposals of CLIENT or CLIENT Partners that contain, in whole or in part, the CLIENT Card or Prepaid Card name or brand, or otherwise mention, promote or are associated with the CLIENT Card, FiCentive, Payment Network, or Issuing Bank’s name, tradename or trademark, must be submitted to FiCentive and approved in writing prior to use in the marketplace by CLIENT. CLIENT agrees and acknowledges that FiCentive reserves the right to reject any marketing activities, plans or proposals that do not comply with its Rules and business practices or the rules or business practices of the Payment Networks or Issuing Bank. Notwithstanding the foregoing, if CLIENT fails to obtain FiCentive’s prior approval of the marketing plan or materials as set forth in this paragraph, the following penalties shall be assessed by FiCentive in its sole discretion:
1st offense Warning
2nd offense Warning or Termination of Agreement
3rd offense Termination of Agreement

2.6 Applicable Laws and Regulations. CLIENT acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to the operation of its business and interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state 199
99999.91910\40919720.1 Page 6 Usio, Inc. Confidential October 2022 and federal laws, and maintaining an ongoing compliance program. Consequently, CLIENT agrees that FiCentive has no responsibility to monitor or interpret laws applicable to CLIENT's business.

2.7 Expenses. CLIENT shall be solely responsible for any and all costs incurred by it in performing its obligations hereunder.

2.8 CLIENT Payments. CLIENT shall be responsible for payment to FiCentive for all fees listed in Schedule B (“CLIENT Fees”).

2.9 CLIENT Partner Payments. CLIENT shall be responsible for (i) billing and collecting from its CLIENT Partners all amounts due for any FiCentive services utilized by such CLIENT Partners pursuant to a Program and shall bear the loss of any uncollectible amounts (except for any uncollectible amounts that arise out of or as a result of any act, omission, breach or failure to perform by FiCentive) and (ii) deducting any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property tax) from revenues received as a result of its resale of the CLIENT Cards and shall pay the same to the appropriate authorities.

2.10 CLIENT Partners. CLIENT shall make each CLIENT Partner aware of any rights and obligations that are applicable to such CLIENT Partner under this Agreement with respect to a Program implemented by FiCentive for such CLIENT Partner. CLIENT shall be responsible for ensuring and enforcing that CLIENT Partners are acting in accordance with the terms of this Agreement.

2.11 Background Checks. CLIENT authorizes FiCentive and Issuer to obtain consumer and business credit reports and background reports on CLIENT and CLIENT Partners, as well as each owner or principal of CLIENT and CLIENT Partners.

3. REVENUE; CONSUMER FEES

3.1 CLIENT Card Fees. The Manufacturer’s Suggested Retail Price (“MSRP”) for new CLIENT Cards will be determined by CLIENT and CLIENT may also request additional Card fees to be assessed; provided, however, that FiCentive shall have the absolute discretion to reject the pricing requested by CLIENT for the MSRP and any transaction and other fees for the CLIENT Cards. All fees that are assessed in conjunction with CLIENT Cards or CLIENT Card Accounts must be disclosed in the Cardholder Agreement, regardless of whether CLIENT or FiCentive assess and/or collects the fees. All fees assessed and collected by FiCentive on behalf of CLIENT will be paid to CLIENT according to Schedule B attached hereto.

3.2 Processor Fees to Cardholders. FiCentive reserves the right to charge Card consumers certain fees, which are assessed against the Card’s balance as such fees are accrued. Such fees will be fully disclosed to the consumer by FiCentive in accordance with applicable laws. These fees are assessed outside of, and are not governed by, this Agreement. FiCentive will handle all consumer complaints arising out of its fee assessments outside of this Agreement.

4. COLLECTION; COMMISSIONS PAYABLE TO CLIENT

4.1 Commissions. Commissions shall not be paid as part of this Agreement.

5. FICENTIVE RESPONSIBILITIES

5.1 General. FiCentive agrees that it will: (a) be responsible for compliance with all laws relating to the provision of CLIENT Cards, including applicable data privacy laws including, but not limited to, the 200
99999.91910\40919720.1 Page 7 Usio, Inc. Confidential October 2022 California Consumer Privacy Act and/the California Privacy Rights Act; (b) use commercially reasonable efforts to maintain its relationship with the Issuing Bank and the Payment Networks to ensure the Program’s continued operation; (c) not charge the Prefunding Account (as defined in Section 7.1 below) for any fees assessed to Cardholders outside of this Agreement; (d) act to ensure that each legitimate and verified consumer who purchases or receives a CLIENT Card from CLIENT or CLIENT Partner receives credit for the amounts loaded onto the CLIENT Card and shall have the right to utilize those amounts subject to the terms and conditions of the Cardholder Agreement between the Issuing Bank and the Cardholder; and (e) support, maintain, and/or develop the services as defined in Schedule D subject to any service level agreements as may also be defined in Schedule D.

5.2 Fraud Recovery. In the event that CLIENT discovers that a CLIENT Funded Load was processed to a CLIENT Card in error or as a result of consumer or employee fraud, CLIENT may communicate to FiCentive via fax, email, phone or overnight mail information about such fraudulent transaction and FiCentive will use commercially reasonable efforts to attempt to deactivate the affected CLIENT Card, recover funds loaded to such CLIENT Card and refund such recovered funds to CLIENT.

The parties agree that time is of the essence in such a situation, and that should such a request for fraud recovery occur after the perpetrator of the fraud has spent the funds in question, FiCentive will have no ability and no obligation to refund or recover such funds. FiCentive will cooperate fully with CLIENT personnel in an effort to locate and prosecute the perpetrator of such fraud.

5.3 Records and Inspection. CLIENT and FiCentive shall keep accurate records of transactions relating to the CLIENT Card sales and reloads. Upon the request of either Party, the other Party shall verify any records maintained by it in connection with the sale or reload of CLIENT Cards by affidavit and shall permit the requesting Party and its duly authorized representatives to examine and inspect the responding Party’s records relating to such transactions during said Party’s normal business hours.

FiCentive will only process transactions in accordance with the Approved Merchant Identification numbers (MIDs) as denoted in Schedule F and the Approved Merchant Category Codes (MCCs) in Schedule G.

6. CLIENT RESPONSIBILITIES

6.1 General. CLIENT agrees that it will: (a) be responsible for compliance with all laws relating to the origination and loading of CLIENT Funded Loads onto CLIENT Cards; and (b) provide accurate customer information (“Cardholder Information”) to FiCentive for the purposes of issuing a Card to a Cardholder. CLIENT warrants it has the appropriate authorizations from CLIENT customers to provide Cardholder Information to FiCentive.

6.2 Data Transmission. FiCentive is bound by the requirements of the Payment Card Industry-Data Security Standards (PCI-DSS) as well as other requirements for the safeguarding of cardholder and consumer information. As such, FiCentive must encrypt the transmission of data to CLIENT. If CLIENT handles any Cardholder Account data, including the Primary Account Number (PAN), CLIENT shall also implement policies and procedures to ensure that it adheres to PCI-DSS requirements and procedures.

CLIENT shall comply with the data transmission and encryption protocol established and modified from time to time by the PCI-DSS without the need for approval of CLIENT for such modifications. FiCentive shall use its reasonable best efforts to give CLIENT timely notice of all changes to the System or the Program which are being made to comply with any known changes related to PCI-DSS.

6.3 Data Security. CLIENT and its CLIENT Partners and service providers will have access to sensitive cardholder data which shall be treated as confidential. CLIENT acknowledges that it is responsible for securing and for the security of any and all cardholder data and consumer information in its possession or to which it has access. CLIENT further acknowledges that it shall implement policies 201
99999.91910\40919720.1 Page 8 Usio, Inc. Confidential October 2022 and procedures to manage CLIENT Partners and service providers, ensure that CLIENT Partners and service providers adhere to the PCI-DSS requirements and procedures which can be found at https://www.pcisecuritystandards.org/, shall conduct due diligence as required by FiCentive on each CLIENT Partner and service provider prior to connecting to any CLIENT Partner or service provider and shall implement policies and procedures for disconnecting from said CLIENT Partners and service providers. If required by a Payment Network or Issuer, CLIENT will allow for security and usage audits performed by approved card forensics auditor and provide them full cooperation and access to conduct such audits, in the event of a cardholder data compromise. Regardless of contract termination, CLIENT will continue to treat cardholder data as confidential.

6.4 Fraud, Loss, and or Compromise. Card Accounts that are loaded prior be being registered, issued, distributed, should be treated as cash, regardless of the recipient. FiCentive is not responsible for cards not issued to the intended recipient. CLIENT agrees that they are solely responsible for any loss resulting from fraud, negligence, or compromise to such Card Accounts resulting from CLIENT’s sole negligence.

7. PREFUNDING REQUIREMENTS AND SETTLEMENT PROCEDURES

7.1 Prefunding Account. CLIENT acknowledges and agrees that the Issuing Bank is the distributor of funds to Cardholders in accordance with various Cardholder Agreements between the Issuing Bank and the Cardholders. CLIENT further acknowledges and agrees that all card loads initiated by CLIENT to CLIENT Cards (“CLIENT Funded Loads”) must be prefunded or deposited to a bank account specified by FiCentive (“Prefunding Account”) in advance of initiating CLIENT Funded Loads. Deposits made by CLIENT to the Prefunding Account will be made available for CLIENT Funded Loads on the next business day. The total dollar amount available for CLIENT Funded Loads (“Prefunding Available Balance”) will be calculated as the total deposits made by CLIENT to the Prefunding Account through the previous business day minus the aggregate dollar amount of all initiated CLIENT Funded Loads and all requested withdrawals from the Prefunding Account per Section 7.2. The Prefunding Available Balance may also be reduced by the dollar amount of any delinquent balance owed to FiCentive as determined by the invoice terms set forth in Section 11.2. CLIENT will only be able to initiate CLIENT Funded Loads, in the aggregate, up to the dollar amount of the Prefunding Available Balance.

The Cardholder Funds shall be the sole property of Cardholders after the time CLIENT Funded Loads have posted to the Card Account, unless otherwise specified in the Cardholder Agreement. CLIENT agrees that Cardholder Funds will not be subject to creditors (whether secured or unsecured) of CLIENT or its affiliates, whether in connection with any bankruptcy proceeding filed by or against CLIENT, its affiliates or otherwise, unless the funds are specified as corporate owned in the Cardholder Agreement.

7.2 Prefunding Account Refunds and Withdrawals. CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales.

CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.

7.3 Fraud Limitations. FiCentive shall not be held responsible for any losses due to fraudulent CLIENT Funded Loads initiated using CLIENT’s electronic credentials (e.g., username, password) through a web portal or web service (API) provided by FiCentive. Please see Section 5.2 for information about Fraud Recovery.
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8. INTELLECTUAL PROPERTY

8.1 Intellectual Property Ownership. Each Party shall retain all right, title and interest, including all copyrights, patent rights, and rights in trademarks, service marks, logos and commercial symbols as well as all other intellectual property rights as listed on Schedule E attached hereto and incorporated herein by reference, and all goodwill associated therewith (collectively, “Intellectual Property”). Neither Party shall acquire any interest in the other Party’s Intellectual Property or any other products, services or materials, or any copies or portions thereof, provided by such Party pursuant to this Agreement, and any commercial use of the Intellectual Property other than pursuant to this Agreement is strictly prohibited.

8.2 License of Trademarks. No Intellectual Property owned by either Party or licensed to either Party by any third party may be used or reproduced by the other Party in any manner, shape or form without the prior written permission of the Party owning the Intellectual Property rights.

8.3 Reservation of Rights in Trademarks. All rights not expressly granted herein with respect to either Party's Intellectual Property are reserved to that Party. Nothing contained herein shall limit either Party’s right to license its Intellectual Property to any third party. It is expressly understood and agreed that, as between the Parties, that each Party’s Intellectual Property, and all rights, title and interest therein are and shall remain the sole and exclusive property of the Party initially owning said Intellectual Property.

9. CUSTOMER INFORMATION

9.1 FiCentive Owned Customer Information. FiCentive owns and will own any and all FiCentive Customer Data. Except as expressly provided for in this Agreement, CLIENT will not obtain or claim any right to FiCentive Customer Data (although such could be included in CLIENT Customer Data).

9.2 CLIENT Owned Customer Information. CLIENT owns and will own any and all CLIENT Customer Data. Except as expressly provided for in this Agreement, FiCentive will not obtain or claim any right to CLIENT Customer Data (although such could be included in FiCentive Customer Data).

9.3 Participant Data. To the extent permitted by relevant consumer privacy and other regulations, FiCentive and CLIENT will provide suitable customer data to the other Party to support CLIENT Cards and the operation and management of CLIENT Cards as defined in this Agreement.

9.4 FiCentive Data Collection and Use Limitations.

9.4.1 Privacy-Related Issues. FiCentive will not collect any information from CLIENT Cardholders without their express permission and will provide the ability for such CLIENT Cardholders to opt-out of FiCentive’s further use of such information. FiCentive agrees to use data collected from CLIENT Cardholders subject to FiCentive’s privacy policies, which will be consistent with industry standards and be adequately displayed and which will at all times comply with all applicable federal and state consumer privacy laws and regulations currently in effect or which may subsequently become effective during the Term of this Agreement.

9.4.2 No Targeted Solicitations. FiCentive will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of CLIENT Cardholder as a result of their status as CLIENT Cardholder.

9.4.3 No Sale or Lease of Data. Without CLIENT’s prior express written consent, FiCentive will not, during and after the Term (as defined in Section 12.1 below), sell, lease, or otherwise 203
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9.5 CLIENT Data Collection and Use Limitations.

9.5.1 Privacy-Related Issues. CLIENT will not collect any information from FiCentive customers or users without their express permission and will provide the ability for such FiCentive users to opt-out of CLIENT’s further use of such information. CLIENT agrees to use data collected from FiCentive users subject to CLIENT’s privacy policies.

9.5.2 No Targeted Solicitations. Without FiCentive’s prior express written consent, CLIENT will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of FiCentive customers as a result of their status as FiCentive customer or users. For purposes of clarification, the foregoing restriction does not prohibit CLIENT or a third party working with CLIENT from marketing products or services to such FiCentive customers or users as part of a general offering of such services not targeted solely to FiCentive customers or users.

9.5.3 No Sale or Lease of Data. Without FiCentive’s prior written consent, CLIENT will not, during and after the Term, sell, lease, or otherwise use or transfer any data collected from FiCentive customers or users that does not constitute CLIENT Customer Data.

10. WARRANTIES AND DISCLAIMER

10.1 No Conflict. Each Party represents and warrants to the other Party that it is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest, concerning the performance to be rendered hereunder or the rights and licenses granted herein.

10.2 Intellectual Property Warranty. Each Party represents and warrants to the other that it has full and sufficient right, title and authority to grant the rights and/or licenses granted to the other under this Agreement.

11. EXCLUSIVITY, INVOICES AND TAXES

11.1 Non-Exclusive Provider. During the Term of this Agreement, CLIENT shall utilize the payment processing and prepaid card services of FiCentive on a non-exclusive basis.

11.2 Invoice. FiCentive shall submit an invoice to CLIENT each month, covering charges for the previous month. CLIENT shall have thirty (30) days after Provider submits an invoice to provide notice to FiCentive of any disputes regarding that invoice. If there is no dispute regarding an invoice, CLIENT agrees to allow FiCentive to draft from CLIENT’s designated bank account for all fees invoiced. If payment is not received by FiCentive by such date, the delinquent balance shall bear interest at the rate of one and one-half percent (1½%) per month. Nothing herein shall be construed to constitute a waiver of Provider’s right to declare a default by CLIENT under this Agreement on account of such delinquency, to terminate this Agreement and to exercise any other rights under this Agreement or at law or in equity.

All card printing and setup and applications fees are due and payable upon execution of this Agreement.

All fees associated with this agreement are to be paid in US dollars.

11.3 Expenses of CLIENT.

CLIENT shall be solely responsible for the following:
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99999.91910\40919720.1 Page 11 Usio, Inc. Confidential October 2022 (a) Advertising and other expenses associated with the marketing of cards to potential cardholders.
(b) All CLIENT Fees and expenses as detailed in Schedule B (c) All fines and penalties assessed by any Payment Network, Issuer, relevant financial institution or government agency limited solely to CLIENT's actions, inactions, or omissions.
(d) Any fees charged by a System or Payment Network in relation to CLIENT’s registration, as applicable, as a marketing representative or service provider of FiCentive or FiCentive’s Issuing Bank.
(e) All fees charged by a System or Payment Network for any purpose specifically related to or incurred because of CLIENT Cards or the Program created for CLIENT, not including typical switch and settlement fees that are charged for standard payment transaction processing and settlement.
(f) Any pass-through fees assessed to Ficentive by the Issuing Bank, including passthrough legal or compliance fees related to or incurred because of CLIENT Cards or the Program created for CLIENT.
(g) All expense associated with completing a due diligence review for any third party vendor or contractor relationship contemplated in this Agreement.

11.4 Taxes. CLIENT is responsible for the payment of any and all foreign, federal, state, county and local taxes and fees applicable to transactions under this Agreement and invoiced to CLIENT by FiCentive. CLIENT shall be responsible for the collection of all applicable end-user taxes and fees and the remittance of such taxes and fees to the relevant governmental authority.

12. TERM AND TERMINATION

12.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the first anniversary of the Effective Date (the “Initial Term”). The CLIENT may renew for four (4) additional twelve (12) month terms, by providing written notice to FiCentive.

12.2 Termination. If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the nonbreaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day cure period. This Agreement shall terminate immediately upon notice if either Party (a) becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due); (b) makes an assignment for the benefit of creditors; (c) commences, or has commenced against it, a proceeding under any bankruptcy, insolvency or debtor’s relief law; (d) has a receiver appointed over it; or (e) has ceased its ongoing business operations. In any event, FiCentive will be fully responsible to continue to fund any and all Card sales and reloads that are processed after this Agreement’s termination.

Sections 4, 5, 7, 8, 9, 11, 12, 13, 14, and 15 will survive termination or expiration of this Agreement for any reason. Either Party may cancel this Agreement for any reason by providing 30 days’ written notice to the other Party.
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12.3 Section 365(n) of Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that each Party as licensee of such rights and licenses shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code, provided such licensee Party abides by the terms of this Agreement.

12.4 Effect of Termination. Upon termination or expiration of this Agreement (i) any licenses granted hereunder shall terminate; (ii) each Party shall return to the other all copies of any Confidential Information (as defined below), and all documents, content or other materials provided to such Party by the other hereunder; (iii) CLIENT shall immediately cease the sale of all CLIENT Cards in its possession and shall immediately cease all use of the Intellectual Property of FiCentive; (iv) all payments of fees then due shall be paid upon such termination; and (v) each Party's rights and obligations with respect to fees payable hereunder, in accordance with Section 4 of this Agreement, and such other provisions that by their nature are intended to survive termination, shall survive the termination of this Agreement.

12.5 Violation of Rules. In the event that a Payment Network, Issuer, relevant financial institution, or government agency shall notify FiCentive of any violation of its laws, rules or regulations relating to CLIENT or transactions processed for CLIENT, FiCentive shall have the right, without liability to CLIENT, to terminate processing services on behalf of CLIENT under this Agreement until such time as FiCentive shall have been notified by the Payment Network, Issuer, financial institution, or government agency that the material violation has been corrected.

12.6 Emergency Suspension. Upon fax or written notice to CLIENT by FiCentive, CLIENT agrees to immediately (within 24 hours, or, if the day of such notice falls on a Saturday, Sunday or a holiday, on CLIENT’s next business day) halt the sale and/or reload of CLIENT Cards by CLIENT and all CLIENT Partners selling or reloading the CLIENT Cards. CLIENT represents that it owns the technology necessary, or has the contractual ability through a third party, to halt sales and reloads of CLIENT Cards at all CLIENT Partners without regard to whether the CLIENT Partners are cooperative in halting such sales or reloads. Reasons for invoking an “emergency suspension” may include (a) a regulatory change; (b) the need to protect or preserve property; (c) the failure to fund any shortfall of the Prefunding Account; or (d) any other reason, determined by FiCentive using commercially reasonable judgment, that constitutes an immediate need to halt Card sales and reloads. In the event of such emergency suspension, FiCentive and CLIENT will have fifteen (15) days from the date of such emergency termination notice to mutually decide whether to resume Card sales and/or reloads. If the parties fail to mutually agree to resume Card sales and/or reloads during this 15-day period, this Agreement shall be terminated solely with respect to those CLIENT Partners at which Card sales and reloads were suspended on the earlier of either (a) the date upon which one or both parties determine(s) that Card sales and/or reloads shall not be resumed at such CLIENT Partners; or (b) the close of business on the 15th day following the date of the emergency suspension notice. CLIENT will provide FiCentive with the name and 24-hour contact information of an emergency CLIENT contact with the authority and ability to immediately halt all Card sales and reloads at CLIENT Partners.

12.7 Association and Bank Approval. All facets of this Agreement are subject to approval by the Acquirer and the Issuing Bank. Should the Acquirer or the Issuing Bank not approve the Program for whatever reason, or once approved, rescind such prior granted approval, then this Agreement will terminate subject to the provisions of Section 12.4 herein. 206
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13. INDEMNIFICATION

13.1 To the fullest extent permitted by law, FiCentive shall defend (with counsel of CLIENT’s choosing), indemnify and hold the CLIENT, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of FiCentive, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the FiCentive’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses.

FiCentive's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by FiCentive, the CLIENT, its officials, officers, employees, agents, or volunteers.

14. DAMAGES AND INJUNCTIVE RELIEF

14.1 Limitation on Damages. The parties to this Agreement each waive any right to recover, and any rights to make claims for, punitive, exemplary, multiple, pain-and-suffering, mental distress, incidental, indirect, consequential, special, and/or similar damages under any theory whatsoever, even if the Party from whom such damages are sought is aware of the possibility of such damages. FiCentive's maximum liability to CLIENT shall be limited to an amount equal to the total costs and damages incurred by CLIENT, during the 180 day period prior to FiCentive's receipt of written notice of the alleged breach. CLIENT's maximum liability will be limited to an amount equal to the total CLIENT Fees paid by CLIENT and CLIENT Partners to FiCentive, less any one-time or setup fees, during the 180-day period prior to CLIENT’sreceipt of written notice of the alleged breach. The parties have agreed on this limitation in recognition of the fact that the calculation of any actual damages would be exceedingly difficult and subject to speculation and possible abuse and that the foregoing compromises benefit both parties equally. The limitation of liability set forth in this Section 14.1 shall not apply to any data breach or unauthorized dissemination of information, whether unintentional, negligent, willful or otherwise, which was gathered or transferred pursuant to or arising out of this Agreement.

14.2 Injunctive Relief. The parties agree that in the event of a breach of Section 15 below, the disclosing Party could suffer irreparable harm for which monetary damages would be inadequate, and therefore, in addition to any other remedy that the disclosing Party might have at law or in equity, injunctive relief may be appropriate. Neither Party will be required to post a bond in order to obtain any injunctive nor other equitable relief and that a Party's only remedy, if an injunction or other equitable relief is entered against it, will be to obtain dissolution of such injunction or other order.

15. CONFIDENTIALITY

15.1 Confidential Information. Each Party acknowledges and agrees that, in the course of this Agreement and the Parties’ relationship, it may be given access to or otherwise obtain such information of the other Party as such other Party reasonably considers confidential or proprietary (“Confidential Information”). Without limitation of the foregoing, all unique and original ideas, concepts, marketing plans, research results, business plans, Intellectual Property, and this Agreement, shall be considered Confidential Information.

15.2 Exceptions. The obligations set forth herein shall not apply to the extent that information: (i) is now in, or subsequently enters through no fault of the receiving Party, the public domain; (ii) is known to the receiving Party without restriction, prior to receipt from the disclosing Party; (iii) is received from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; (iv) is independently developed by the 207
99999.91910\40919720.1 Page 14 Usio, Inc. Confidential October 2022 receiving Party's employees or agents provided that the receiving Party can show that those same employees or agents had no access to the Confidential Information received hereunder; or (v) is required to be disclosed under applicable law or in a judicial or other governmental investigation or proceeding, provided the disclosing Party has been given prior notice and opportunity to contest the need for such disclosure or to seek a protective order therefore.

15.3 Use of Confidential Information. Each Party hereby agrees to hold the other Party’s Confidential Information in strict confidence, and shall not disclose such Confidential Information, or any part thereof, to any third-party, except those of its officers, employees, consultants, or professional advisors on a need to know basis in order for the receiving Party to perform its obligations hereunder, provided that such officers, employees, consultants, or professional advisors shall, prior to any disclosure, have expressly agreed to be bound to confidentiality obligations no less strict than those described herein. Each Party shall remain solely responsible to the other Party for the conduct of its employees and agents with respect to the Confidential Information. FiCentive acknowledges that the CLIENT is a governmental entity, and that California law limits the ability of the CLIENT to shield from public disclosure any information given to the CLIENT in a tangible format. Accordingly, the Parties agree to work together to avoid disclosures to CLIENT by FiCentive of confidential information that would result in economic loss or damage to FiCentive if such information were to be disclosed to third persons by Customer pursuant to a request submitted under the California Public Records Act, California Government Code §§ 6250 – 6276.48, or other similar public disclosure law.

15.4 Public Announcements. Neither FiCentive nor CLIENT will make any announcement of this Agreement, or any commercial relationship between the two Parties, or make any announcement containing product names, brand names or trademarks of the other Party without prior written approval of the other Party. In addition, CLIENT will not make any announcement that discusses Prepaid Cards that are supported or managed by FiCentive without prior written approval of FiCentive. The foregoing shall not restrict in any respect either Party’s ability to communicate information concerning this Agreement and the transactions contemplated hereby to such Party’s affiliates’, officers, directors, employees and professional advisers.

16. INSURANCE REQUIREMENT

16.1 Insurance. FiCentive agrees to purchase and maintain at all times, during the term of this Agreement: 1) a Professional Liability Insurance policy with coverage limits of at least $2,000,000; and 2) Cyber Liability Insurance policy with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by FiCentive in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 17 MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. However, no consent shall be required for either Party to assign this Agreement, along with such Party’s rights and obligations hereunder, in connection with the merger, consolidation or acquisition of such Party or the sale of all or substantially all of its assets. Any attempted assignment in violation of this Section 16.1 shall be void.
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17.2 Notices. Any notices and other communications required or permitted under this Agreement shall be effective if in written form and delivered personally or sent by Federal Express or other generally recognized overnight carrier or by First Class U.S. Mail, with postage prepaid, addressed to the parties at the addresses set forth on the signature page to this Agreement. Unless otherwise specified herein, such notices or other communications shall be deemed effective (and to have been received) (a) on the date delivered, if delivered personally; (b) one (1) business day after being sent, if sent by Federal Express or other generally recognized overnight carrier; (c) one (1) business day after being sent, if sent by fax with confirmation of good transmission and receipt; or (d) three (3) business days after being deposited in the U.S. Mail, First Class, with postage prepaid. Each of the parties hereto shall be entitled to specify another address for receiving notices by giving notice thereof to the other Party as set forth herein.

17.3 Relationship of the Parties. Other than the limited agency set forth in Section 1.3 of this Agreement, FiCentive and CLIENT are independent parties, and nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and neither Party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant, or employee of the other. Neither Party nor any officer or employee thereof shall, in any event, have any right collectively or individually to bind the other Party, to make any representations or warranties, to accept service of process, to receive notice, or to perform any act or thing on behalf of the other Party, except as authorized in writing by such other Party in its sole discretion.

17.4 Force Majeure. Neither Party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the control and without the fault or negligence of such Party. Such causes may include, without limitation, acts of God, acts of local, state or national governments or public agencies, acts of public enemies, acts of civil or military authority, labor disputes, material or component shortages, embargoes, rationing, quarantines, blockades, sabotage, utility or communication failures or delays, earthquakes, fire, flood, epidemics, riots or strikes. The time for performance of any act delayed by any such event may be postponed for a period equal to the period of such delay.

17.5 Time. Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor.

17.6 Cumulative Remedies. Unless expressly set forth herein to the contrary, all remedies set forth herein are cumulative and are in addition to any and all remedies provided either Party at law or in equity.

17.7 Waiver and Modification. No purported waiver by either Party of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or of any subsequent breach of the same or any other provision hereof, nor shall either Party’s continued dealing with the other Party following a breach of any provisions hereof be deemed to be a waiver of such or any other breach.

No change in, modification of, or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and signed by each of the parties hereto.

17.8 Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

17.9 Applicable Law. This Agreement shall be in all respects governed by and construed in accordance with the laws of either the State of California or the State of Texas depending on and consistent with the jurisdiction and venue provisions below, including all matters of construction, validity and performance. Any action brought by CLIENT to enforce or interpret the terms of this Agreement shall be instituted and maintained in the District Courts of Bexar County, Texas. Any action brought by FiCentive to enforce or interpret the terms of this Agreement shall be instituted and maintained in the Superior Courts 209
99999.91910\40919720.1 Page 16 Usio, Inc. Confidential October 2022 of San Bernardino County, California. Each party hereby consents to the jurisdiction and venue of such courts set forth above and waives any objections to such jurisdiction.

17.10 Entire Agreement. This Agreement, inclusive of all schedules attached hereto, sets forth the entire agreement between the Parties hereto, and supersedes all prior agreements or understandings between the Parties pertaining to the subject matter hereof.

17.11 Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding on the Parties hereto and enforceable in accordance with their terms, as though the invalid or unenforceable provision (or portion thereof) was not contained in this Agreement.

17.12 Compliance with Federal Funding Requirements Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. As applicable, FiCentive shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
• Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (“ARPA”);
• CSLFRF Final Rule, codified at 31 CFR Part 35;
• CSLFRF Guidance on Recipient Compliance and Reporting Requirement, the most current version; • 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of Treasury. • Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; • The Federal Funding Requirements attached hereto as Schedule “H” and herein incorporated by reference; and
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between the Federal Contract Provisions and the Agreement and/or the provisions of state law and, except as otherwise required under federal law or regulation, the Federal Contract Provisions shall control. [Signature Page Follows]
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99999.91910\40919720.1 Page 17 Usio, Inc. Confidential October 2022 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and first year above written.

FiCentive, Inc. City of Fontana (“CLIENT”)
a Nevada corporation a California municipal corporation By: ___________________________ By: ___________________________ Kyle Ruschman, VP, Business Development __________________, ____________ Approved as to Form City Attorney:

By: ___________________________
Ruben Duran
211
99999.91910\40919720.1 Page 18 Usio, Inc. Confidential October 2022 Schedule A
CLIENT Partners
CLIENT Partners Relationship To CLIENT
(Include name of partner, website, and physical address)

212
99999.91910\40919720.1 Page 19 Usio, Inc. Confidential October 2022 Schedule B
CLIENT Fees
Card Program Branding and Setup
Note: All “S” items below are OPTIONAL.

Item Description Cost
S.1 Basic Client Setup and Implementation
- Akimbo Branded Card and Card Package Design
- Merchant Category Code (MCC) Restriction Management
- Distributor Setup and Administrative Web Portal “DCP” Access
No Charge
S.2 Branded Card and Card Package Design and Setup
- Branded Card and Card Package Design
- Branding on Cardholder web app
(Note: Login page, collection page, enrollment/order page, and mobile app branding not included.)
- Distributor Setup and Administrative Web Portal “DCP” Access
$2,500.00
(per Branded
Card Design /
Card Package
Design)
S.3 Package Updates and Changes
- Includes any updates to card art, card carrier, activation label, terms and conditions, and other card package inserts. This charge is assessed each time a card package is updated, not for each individual update or change request
$750 per
package update
S.4 Custom Development
- Scope and estimate agreed upon in writing
$225.00 / hr.

S.5 Pre-Load Payment
- City of Fontana to determine eligibility of each cardholder based on program criteria and provide to Ficentive pre-load payment processing to each individual card.
not to exceed
$400 per card
for Impacted
Households
not to exceed
$600 per card
for
Disproportionate
Households
[continued on the following page]
213
99999.91910\40919720.1 Page 20 Usio, Inc. Confidential October 2022 Card Package and Production Fees
Item Service Cost Notes
P.1 Akimbo or
CLIENTCobranded,
Mastercard
(printing and
fulfillment for
Incentive
Cards)
$2.50 per physical
Mastercard
Does NOT include shipping/postage costs.

Cardholder funds DO NOT EXPIRE.

Inactivity fee of $6.95 per month beginning
on the 13th month without any cardholder
activity.

Inactivity fees are always refunded at the
request of the cardholder.

EMV Cards (optional) are assessed an
additional $0.85 per card charge (> 3 weeks
lead time required).

P.2 Virtual
Incentive
MasterCard
(Akimbo Now,
or CLIENTCobranded)
$0.50 per virtual Mastercard
sent by email or text (SMS).

Note: Cardholders receiving a virtual
MasterCard may be given the option to order
a physical, plastic MasterCard. If a plastic
MasterCard is requested by cardholder,
CLIENT will be charged for the printing and
fulfillment of physical card according to
Item P.1, including shipping/postage cost.

Card Reload Processing Fees
Note: These fees only apply to incentive cards that are reloaded. They are not charged on the first load.

Item Service Cost Notes
L.1 Reload / Unload
Incentive and
Disbursement
Cards
Waived Applies to all Client-funded card reloads and
unloads to prepaid MasterCard accounts.

This applies to loads from the Client
Prefunding Account, or any custom funds
flow as defined by the Client.

Card reloads can be initiated through the
Administrative Web Portal (DCP), API or by
batch file submission.
214
99999.91910\40919720.1 Page 21 Usio, Inc. Confidential October 2022 Schedule C
CLIENT Commissions
[Intentionally Omitted - No commission are paid under this Agreement] 215
99999.91910\40919720.1
Schedule D
FiCentive Services
1) Support and manage all aspects of the Akimbo Now Mastercard, Akimbo Now Incentive Mastercard, Akimbo Now Promotional Mastercard or CLIENT-Cobranded Akimbo Now Mastercard program (the “Incentive Card”), including:
a. Hosting and maintaining an Akimbo-branded website or landing page with links to cardholder login, card registration, and terms and conditions for the Incentive Card. b. Hosting and maintaining an Akimbo-branded registration page where cardholders may register Incentive Cards for online access and update address information. c. Hosting and maintaining an Akimbo-branded cardholder web application and mobile application where cardholders can securely login and manage their Incentive Card, including:
i. Viewing balances and transactions
ii. Registering an address to an Incentive Card
d. Supporting all transaction processing for Incentive Cards, including:
i. Signature- and PIN-based purchase transactions, ATM and cash withdrawal transactions (Cash Access only available on programs that require KYC verification), and transaction reversals and purchase returns over the MasterCard®, Cirrus®, and Accel® Payment Networks
e. Supporting all non-financial processing activities for Incentive Cards, including:
i. Card number and Card Account creation
ii. Card activation
iii. Set and reset Card PIN
iv. Address and phone number changes
f. Providing customer support, including:
i. Cardholder website help pages
ii. Telephone, Interactive Voice Response (IVR) services, providing cardholders the ability to activate card and get card balance 24/7
iii. Live agent telephone support, based in the U.S. available, at a minimum, on Monday through Friday between 8am and 5pm Central Time, excluding bank holidays
iv. Email customer support
v. Reg E-compliance dispute handling for all cardholder-initiated transaction disputes
2) Provide CLIENT with the ability to create, order, sell, and distribute Incentive Cards. This includes creating a unique distributor ID and access to an administrative web portal. 3) Provide CLIENT with secure access to an administrative web portal where CLIENT can:
a. Review basic reports, including load activity and volume, card enrollment data, KYC results, and transaction reports
b. Order, create and/or register Incentive Cards
c. Load Incentive Cards
d. Process CLIENT Funded Loads (Reload cards)
4) Provide CLIENT with access to webservices/API (if setup fee paid) where CLIENT can:
a. Send virtual prepaid cards by email
b. Load existing, reloadable Incentive Cards
c. Retrieve balance and transaction data on Incentive Cards 216
99999.91910 Page 2\40919720.1 Usio, Inc. Confidential October 2019 Schedule E

TRADEMARKS
FiCentive
FiCentive
Payment Data Systems
Zbill
Billx
Akimbo
Stream
Usio
CLIENT
_____________________
217
99999.91910 Page 3\40919720.1 Usio, Inc. Confidential October 2019 Schedule F
218
99999.91910 Page 4\40919720.1 Usio, Inc. Confidential October 2019 Schedule G
APPROVED MERCHANT CATEGORY CODES (“MCCs”) LIST
219
99999.91910 Page 5\40919720.1 Usio, Inc. Confidential October 2019 Schedule H
Federal Contract Provisions
During the performance of this Agreement, the FiCentive shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Schedule.

1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
(a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Agreement include remedies for breach and termination for cause and convenience.
(b) Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, if this Agreement meets the definition of a “federally assisted construction contract” in 41 C.F.R. § 60-1.3, then FiCentive shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:
(i) FiCentive will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. FiCentive will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. FiCentive agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(ii) FiCentive will, in all solicitations or advertisements for employees placed by or on behalf of the FiCentive, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) FiCentive will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the FiCentive's legal duty to furnish information. (iv) FiCentive will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the FiCentive's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 220
99999.91910 Page 6\40919720.1 Usio, Inc. Confidential October 2019 (v) FiCentive will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) FiCentive will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(vii) In the event of the FiCentive's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the FiCentive may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) FiCentive will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. FiCentive will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a FiCentive becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the FiCentive may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to 221
99999.91910 Page 7\40919720.1 Usio, Inc. Confidential October 2019 which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. (c) Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
(d) Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
(e) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) If this Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, FiCentive shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(ii) Overtime Requirements. No contractor or subcontractor contracting for any part of the Agreement work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(iii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the FiCentive and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such FiCentive and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iv) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the FiCentive or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.
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99999.91910 Page 8\40919720.1 Usio, Inc. Confidential October 2019 (v) Subcontracts. FiCentive or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. FiCentive shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
(f) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:
(i) If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Federal awarding agency.
(ii) The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.
(g) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this Agreement is in excess of $150,000, FiCentive shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
(i) Pursuant to the Clean Air Act, (1) FiCentive agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) FiCentive agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) FiCentive agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) FiCentive agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) FiCentive agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) FiCentive agrees to include these requirements in each subcontract exceeding $150,000. (h) Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
223
99999.91910 Page 9\40919720.1 Usio, Inc. Confidential October 2019 (i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such FiCentive is required to verify that none of the FiCentive, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) FiCentive must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that FiCentive did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) FiCentive warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. FiCentive also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. FiCentive further agrees to notify the City in writing immediately if FiCentive or its subcontractors are not in compliance during the term of this Agreement.
(i) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this Agreement is in excess of $100,000, FiCentive shall have submitted and filed the required certification pursuant to the Byrd AntiLobbying Amendment (31 U.S.C. § 1353). If at any time during the Agreement term funding exceeds $100,000.00, FiCentive shall file with the City the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” FiCentives that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. (j) Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) FiCentive shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.
(ii) In the performance of this Agreement, the FiCentive shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price. 224
99999.91910 Page 10\40919720.1 Usio, Inc. Confidential October 2019 (iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) FiCentive also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
(k) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(i) FiCentive shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(2) Telecommunications or video surveillance services provided by such entities or using such equipment.
(3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (l) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(i) FiCentive shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts
(ii) For purposes of this section:
(1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 225
99999.91910 Page 11\40919720.1 Usio, Inc. Confidential October 2019

2. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS

STATE AND LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS (a) Maintenance of and Access to Records. FiCentive shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of ARPA, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. FiCentive agrees to provide the CITY, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the FiCentive which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by FiCentive for a period of five (5) years after completion of the project.
(b) Compliance with Federal Regulations. FiCentive agrees to comply with the requirements of section 603 of ARPA, regulations adopted by Treasury pursuant to section 603(f) of ARPA, and guidance issued by Treasury regarding the foregoing. FiCentive also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
(ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
(iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
(c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination. FiCentive agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
226
99999.91910 Page 12\40919720.1 Usio, Inc. Confidential October 2019 (iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. (d) False Statements. FiCentive understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. (e) Hatch Act. If FiCentive is a public agency, FiCentive agrees to comply, as applicable, with the requirements of the Hatch Act (5 U.S.C. section 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. (f) Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, FiCentive may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
(1) A member of Congress or a representative of a committee of Congress; (2) An Inspector General;
(3) The Government Accountability Office;
(4) A Treasury employee responsible for contract or grant oversight or management;
(5) An authorized official of the Department of Justice or other law enforcement agency;
(6) A court or grand jury; or
(7) A management official or other employee of FiCentive, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. 227
99999.91910 Page 13\40919720.1 Usio, Inc. Confidential October 2019 (g) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), FiCentive is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
(h) Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), FiCentive should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and FiCentive should establish workplace safety policies to decrease accidents caused by distracted drivers.
(i) Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Agreement, including, but not limited to, the following:
(i) FiCentive ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.
(ii) FiCentive acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. FiCentive understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, FiCentive shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. FiCentive understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project.
(iii) FiCentive agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) FiCentive acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon FiCentive and FiCentive’s successors, transferees and assignees for the period in which such assistance is provided. (v) FiCentive agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the FiCentive and the FiCentive’s subcontractors, successors, transferees and assignees:

The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). 228
99999.91910 Page 14\40919720.1 Usio, Inc. Confidential October 2019 Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement).
(vi) FiCentive understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the FiCentive, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the FiCentive for the period during which it retains ownership or possession of the property.
(vii) FiCentive shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. FiCentive shall comply with information requests, on-site compliance reviews, and reporting requirements.
(viii) FiCentive shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. FiCentive must also inform the Department of the Treasury if FiCentive has received no complaints under Title VI.
(ix) FiCentive must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the FiCentive and the administrative agency that made the finding.

If the FiCentive settles a case or matter alleging such discrimination, FiCentive must provide documentation of the settlement. If FiCentive has not been the subject of any court or administrative agency finding of discrimination, please so state.
(x) If FiCentive makes sub-awards to other agencies or other entities, FiCentive is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.

3. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S
BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (a) FiCentive shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
(b) Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
229
99999.91910 Page 15\40919720.1 Usio, Inc. Confidential October 2019 (ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
(iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

FiCentive shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
230
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1965 Agenda Date: 1/24/2023
Agenda #: N. Category: Consent Calendar
FROM:

Development Services
SUBJECT:

Adding Eligible Capital Improvement Project to Development Impact Fee Project List K
RECOMMENDATION:

Adopt Resolution No. 2023-006, a resolution of the City Council of the City of Fontana delegating authority to the City Manager or their designee to add eligible Capital Improvement Projects (CIP) to the Development Impact Fee Project List (DIF LIST) and taking other actions relating thereto.

COUNCIL GOALS:
· To operate in a businesslike manner by correcting problems immediately. · To practice sound fiscal management by producing timely and accurate financial information. · To promote economic development by striving to constantly improve the city's competitiveness.
· To invest in the city's infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· To increase citizen involvement by informing the public about issues, programs and accomplishments.
· To preserve the local environment for generations to come and to create a healthy economic and environmental future by creating communities and neighborhoods that are attractive, safe, and convenient for walkers and bicyclists.

DISCUSSION:

City staff recently reviewed the City’ s Development Impact Fee (DIF) schedule and DIF LIST. As a part of this review, staff found that the current DIF LIST lacked certain improvements that are necessary to support new development within the City. As a result, staff recommends delegating the authority to the City Manager or their designee to supplement eligible City’s approved Capital Improvement Projects to DIF LIST as necessary for, or as mitigation for, ongoing growth.

By way of example, staff proposed, and the City Council previously approved, the addition of a tree lined median on Jurupa Avenue. The improvement was proposed as an air quality mitigation measure to offset the direct impacts of new and ongoing industrial development in the surrounding area.

Adding this improvement to the DIF LIST will enable DIF funds to be used for construction. Although these projects can be added administratively, staff is requesting formal approval of the administrative process outlined above. Any project additions that are made administratively in the future under this process will be added to the seven-year CIP to be formally approved by the City Council each new City of Fontana Page 1 of 2 Printed on 1/19/2023
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File #: 21-1965 Agenda Date: 1/24/2023
Agenda #: N. Category: Consent Calendar
process will be added to the seven-year CIP to be formally approved by the City Council each new fiscal year.

This action will not result in a DIF rate increase, or otherwise impact the nexus analysis supporting the existing DIF schedule. The purpose of this resolution is to ensure that DIF funds can be spent on projects necessary to mitigate impacts of new development.

FISCAL IMPACT:

None.

MOTION:

Adopt Resolution No. 2023-___ of the City Council of the City of Fontana delegating authority to the City Manager or their designee to add eligible CIP to the DIF LIST and taking other actions relating thereto.

City of Fontana Page 2 of 2 Printed on 1/19/2023
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16498.00503\40965021.1
RESOLUTION NO. 2023-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,

CALIFORNIA, DELEGATING AUTHORITY TO THE CITY MANAGER OR

THEIR DESIGNEE TO ADD ELIGIBLE CAPITAL IMPROVEMENT

PROJECTS TO THE DEVELOPMENT IMPACT FEE APPROVED

PROJECT LIST AND TAKING OTHER ACTIONS RELATING THERETO
WHEREAS, the City of Fontana (“City”) provides public services and improvements, and establishes a capital improvement plan (“CIP”) in order to ensure new development pays for their share of such public services and improvements; and WHEREAS, the City recently reviewed its development impact fee schedule and approved development impact fee project list (DIF LIST), and determined that DIF LIST lacks certain improvements deemed necessary to support, or mitigate impacts of, new development within the City; and
WHEREAS, the City may, from time to time, add such projects to the DIF LIST in order to allow for use of development impact fee revenues for such projects; and WHEREAS, this action shall not constitute an annual update to the CIP as provided for in Government Code section 66002;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Fontana, California as follows:

Section 1. The Recitals set forth above are true and correct.

Section 2. The City Manager or their designee is authorized and directed to periodically review and provide updates to the DIF LIST when appropriate.

Section 3. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

Section 4. This Resolution shall become effective immediately upon its adoption. 233
Resolution No. 2023-___
2 APPROVED AND ADOPTED this 24th day of January, 2023.

READ AND APPROVED AS TO LEGAL FORM:
________________________________
Ruben Duran, City Attorney
I, Germaine McClellan Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing resolution is the actual resolution duly and regularly adopted by the City Council at a regular meeting on the 24th day of January, 2023, by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Germaine McClellan Key, City Clerk
________________________________
Acquanetta Warren, Mayor
ATTEST:
________________________________
Germaine McClellan Key, City Clerk
234
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1964 Agenda Date: 1/24/2023
Agenda #: O. Category: Consent Calendar
FROM:

Administrative Services
SUBJECT:

Purchase and Sale agreement for Parcels 0232-201-012 and 0232-201-013 RECOMMENDATION:

1. Approve a Purchase & Sale Agreement for the purchase of vacant land located South of Arrow Blvd between Tokay Avenue and Citrus Avenue in the city of Fontana, more specifically described as APNs #0232-201-012, 0232-201-013 in the amount of $3,040,000 plus interest.

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

3. Authorize the City Manager, in coordination with the City Attorney, to make nonmaterial, clarifying and conforming changes as needed to complete signing.

COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by acquisition, substantial rehabilitation, and professional management of selected multi-family properties to provide more affordable units and reduce crime and code enforcement activity.
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by address Homelessness through proactive programs, including the efforts of the COAST and MET teams.

DISCUSSION:

The City of Fontana began a partnership with Water of Life church in 2009 to provide services to lowincome residents and homeless in Fontana. That service was established as CityLink and is housed in a city owned property at 8440 Nuevo Ave near Spring St. The city intends to redevelop this area and has a need to clear these properties. The city owns property south of Arrow Blvd. between Tokay Ave and Citrus Ave, which, if sold to Water of Life Church, would allow CityLink to build new facilities and expand services to homeless and low-income individuals in Fontana. The property is currently undeveloped and is 4.2 acres across two parcels - 0232-201-012 and 0232-201-013. This property was acquired through eminent domain condemnation and has completed the Surplus Land Act process. CityLink intends to build new food storage and distribution, administration, and homeless housing facilities on this site.

The project will be built in three phases:
· Phase 1 - Food pantry storage, distribution, and offices City of Fontana Page 1 of 2 Printed on 1/19/2023
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File #: 21-1964 Agenda Date: 1/24/2023
Agenda #: O. Category: Consent Calendar
· Phase 2 - Multipurpose room, child play area
· Phase 3 - Low Income and homeless housing
The City has been negotiating on this property sale since June 2022. CityLink currently has a license agreement with the City on this property with a monthly rent payment of $10,133. This sale will supersede the license agreement and payments made on the license agreement will be credited to this purchase agreement.

Due to the state of emergency declared by the State of California and City of Fontana for the duration of the COVID pandemic, plus 9 months after the end of that state of emergency, the lease payments from Water of Life/CityLink on the Nuevo property has been in forbearance. This agreement and payment will supersede the lease payment for Nuevo and will be the only regular payments made to the city.

The agreed upon terms are as follows:
· The selling price is $3,040,000 which is the price the city paid for the land based on an appraisal.
· The city will provide the loan at a 10-year fixed rate of 4%. · The interest only payments will be $10,133 a month.
· After 10 years buyer will make a $3,040,000 balloon payment. · Closing costs will be split evenly between the buyer and seller.

The project is fully entitled, and the buyer is ready to begin construction immediately. The benefits to the city in completing this sale include allowing the city to continue to implement its vision to revitalize the downtown area as well as dramatically improving the services available to low-income Fontana residents and homeless.

FISCAL IMPACT:

The fiscal impact associated with the approval of the purchase and sale agreement is monthly interest income in the amount of $10,133 for the next ten years (based upon an interest rate of 4% per annum) with a balloon principal payment of $3,040,000 due on or before the maturity date of March 1, 2033. The fiscal impact for the remainder of 2022-23 is $40,532 or $10,133 per month in interest revenue for March through June.

MOTION:

Approve staff recommendation
City of Fontana Page 2 of 2 Printed on 1/19/2023
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JANUARY 19, 2023

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made and entered into as of __________________, 2023 for reference purposes only, by and between the City of Fontana, a California municipal corporation (“Seller”), and Water of Life Community Church, a California nonprofit religious corporation (“Buyer”). The date upon which both Buyer and Seller have executed this Agreement and delivered the same to one another, shall hereinafter be referred to as the “Effective Date”.

IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and Buyer hereby agree as follows:

1. Purchase and Sale of Property. Seller hereby agrees to sell “AS-IS” and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following (collectively, the “Property”):

That certain vacant real property consisting of approximately 4.2 acres of land located at Etiwanda Vineyard, and on Arrow Route [Boulevard], between Tokay Avenue and Citrus Avenue, in the City of Fontana, County of San Bernardino, State of California, commonly referred to as Assessor's Parcel Numbers 0232-201-12 and 0232-201-013, all as more fully described in Exhibit A (the “Land”), together with all rights, privileges, easements or appurtenances to or affecting the Land (collectively, the “Appurtenances”). Buyer has access rights to the Property under that certain License Agreement dated November 9, 2022 between Buyer, as “Licensee”, and Seller, as “City” (the “License”). The term of the License shall expire concurrently with Close of Escrow.

2. Purchase Price.
(a) The purchase price for the Property (“Purchase Price”) shall be Three Million and Forty Thousand Dollars ($3,040,000.00).
(b) The Purchase Price shall be paid as follows:
(i) Within three (3) days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“Escrow”) at ________________________ (“Escrow Holder”), and Buyer shall deposit into Escrow the amount of One Hundred Dollars ($100) (“Initial Deposit”) in cash or other immediately available funds. (ii) The Initial Deposit shall be held by Escrow Holder in an interestbearing account for the benefit of Buyer in accordance with this Agreement. Notwithstanding anything herein to the contrary, the Initial Deposit shall be non-refundable, independent consideration (“Independent Consideration”) and paid to Seller within 3 days of the Effective Date. The Independent Consideration shall serve as consideration for the granting of the time periods herein contained for Buyer to exercise Buyer's right to satisfy and approve all of Buyer's conditions herein contained.
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2 (iii) After the Closing, if this Agreement has not been terminated earlier, Buyer shall pay the remainder of the Purchase Price according to the terms and conditions set forth in the Promissory Note (“Note”) and Deed of Trust attached hereto as Exhibits C and D, respectively, which provide: Buyer shall pay Seller monthly interest-only payments in the amount of Ten Thousand One Hundred and Thirty Three Dollars ($10,133/month) for a period of ten (10) years until the Maturity Date, defined in the Note as March 1, 2033, at which point the Purchase Price (less any amount prepaid towards the principal) shall be due and payable in full.

3. Title to the Property. At the Closing, Seller shall cause to be conveyed to Buyer fee simple title to the Property by duly executed and acknowledged grant deed substantially in the form attached hereto as Exhibit E and incorporated herein by this reference (the “Grant Deed”) as well as a duly executed Bill of Sale for the Personal Property, if any. As used in this Agreement, Closing (the “Closing”) shall be deemed to occur upon the recording of the Grant Deed. Evidence of delivery of fee simple title shall be the issuance by Escrow Holder to Buyer of an ALTA standard coverage owner's policy of title insurance in the amount of the Purchase Price, or an extended coverage owner’s policy if requested by Buyer, insuring fee simple title to the Property in Buyer, subject only to such exceptions as Buyer shall have approved as provided below (the “Title Policy”). The Title Policy shall provide full coverage against mechanics' and materialmen's liens and shall contain such special endorsements as Buyer may reasonably require, including, without limitation, any endorsements required as a condition to Buyer's approval of any title exceptions (the “Endorsements”). Within five (5) business days following the opening of Escrow, Seller shall order the issuance of a preliminary title report with respect to the Property, together with copies of all underlying documents referenced therein and a map containing a plotting of all easements capable of being plotted (collectively, the “Preliminary Report”), to be prepared by the Escrow Holder and delivered to Buyer. No later than two (2) business days after receipt of the Preliminary Report (“Title Review Period”), Buyer shall give written notice to Seller of any items contained in the Preliminary Report which Buyer disapproves (“Buyer's Disapproval Notice”).

Failure of Buyer to notify Seller of Buyer's disapproval of all or any item on the Preliminary Report shall be deemed to be an approval by Buyer of such item(s). In any event, and without necessity of listing on Buyer’s Disapproval Notice, Seller covenants to remove as exceptions to title prior to the Closing, any mortgages, deeds of trust, and other monetary encumbrances (collectively, “Disapproved Liens”) shown on the Preliminary Report except for real property taxes not delinquent or any lien or encumbrance arising from Buyer’s use, occupation or activities on the Property under the License. Seller shall notify Buyer no later than five (5) business days after receipt of Buyer's Disapproval Notice whether it elects to remove such other items disapproved by Buyer. If Seller fails to timely respond to Buyer’s Disapproval Notice, then Seller will be deemed to have elected not to cure any objections listed in Buyer’s Disapproval Notice, except that Seller shall continue to be obligated to remove Disapproved Liens. If by the proposed Closing Date, there remain exceptions to title which have not been modified to the satisfaction of Buyer and/or removed prior to the Closing Date, then Buyer may elect to do either of the following: (i) accept such exceptions and proceed to take title to the Real Property subject to such exception(s); or (ii) this Agreement may be terminated in accordance with Section 4(b). In the event Buyer elects to terminate this Agreement pursuant to this Section 3, neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement which specifically state that they survive termination).
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3 4. Feasibility.
(a) From and after the Effective Date until the Closing or earlier termination of this Agreement, Seller shall afford authorized representatives of Buyer access to the Property, upon reasonable prior notice to Seller, and so long as such access does not unreasonably interfere with the conduct of business on or use of the Property, for purposes of conducting such physical inspections and investigations of the Property as Buyer deems necessary (the “Inspections”).

Seller's representative shall be present with Buyer or Buyer's representative for any access to the Property. The Inspections and investigations may include, without limitation, (i) a review of existing zoning, entitlement, planning or similar issues applicable to the Property; (ii) a review of the physical condition of the Property and the systems serving the Property; (iii) a review of the environmental condition of the Property, including a Phase I environmental site assessment and any proposal regarding a Phase II environmental site assessment. Buyer agrees not to conduct or cause to be conducted a Phase II environmental site assessment without the prior written consent of Seller. Buyer's Inspections and investigations shall be governed by Section 14. (b) As used herein, the term (“Feasibility Period”) shall refer to a period of time to expire at 5:00 p.m., California time, on the fifteenth (15th) calendar day following the expiration of the Title Review Period; provided, however, that if the 15th day is a Saturday, Sunday or holiday on which banking institutions are closed in the State of California, then the Feasibility Period shall expire on the following business day. Buyer may elect, by written notice to Seller at any time prior to the expiration of the Feasibility Period, to terminate this Agreement, which election shall be in Buyer's sole and absolute discretion. If Buyer desires to terminate this Agreement pursuant to this Section 4(b) then before the expiration of the Feasibility Period, or under Section 3 above, Buyer shall deliver written notice to Seller of Buyer's election to terminate (the “Buyer's Notice to Terminate”). If Buyer desires to proceed with the purchase of the Property subject to the remaining conditions set forth in this Agreement, then on or before the expiration of the Feasibility Period, Buyer shall deliver written notice to Seller of such election to proceed (the “Buyer's Notice to Proceed”), electing to waive Buyer's right of termination pursuant to this Section 4(b) and proceed with the Closing subject to the remaining conditions set forth in this Agreement. If Buyer fails to deliver either Buyer's Notice to Terminate or Buyer's Notice to Proceed to Seller prior to the expiration of the Feasibility Period, then Buyer shall be deemed to have elected to proceed with this Agreement and the Closing. In the event of the termination of this Agreement pursuant to this Section 4(b), neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement which specifically state that they survive termination).
(c) In the event Buyer elects to terminate this Agreement pursuant to Section 4(b), or pursuant to Section 3, or if Closing does not occur for any reason except for a Seller default, Buyer shall return all Seller's Deliveries to Seller. Buyer further agrees that prior to Closing, Buyer shall provide Seller with copies of all studies, reports, appraisals and other materials commissioned by or prepared for Buyer relating to or regarding the Property (“Buyer's Reports”), at no cost to Seller.

5. Seller's Deliveries. Within five (5) business days following the Effective Date, Seller shall deliver to Buyer, whether electronically or otherwise, the materials described on Exhibit F, which shall contain copies of documents in Seller's possession or control, or to which 239
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4 Seller has access (collectively, the “Seller's Deliveries”). Seller makes no representation whatsoever about the content, accuracy, completeness or value of any of Seller's Deliveries, except as set forth in this Agreement. All Seller's Deliveries will be provided to Buyer without warranty from Seller regarding the accuracy or completeness of the information contained therein except as expressly set forth in this Agreement, and such documents may or may not be assignable to Buyer.

The delivery of such reports and studies shall be subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations on use imposed by them. Buyer assumes all risk of reviewing and understanding any and all information contained in Seller's Deliveries. Seller shall deliver a Natural Hazards Disclosure Report with Seller's Deliveries.

6. Conditions to Seller's Obligations. Seller's obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction of each of the following conditions, each of which is for the sole benefit of Seller and may be waived by Seller in writing in Seller’s sole and absolute discretion:
(a) Buyer shall not be in default under this Agreement beyond applicable notice and cure periods, or if no such period is provided, then if there is any default that extends more than ten days after Buyer’s receipt of written notice; provided if such default cannot be cured with reasonable diligence within ten days.
(b) Each representation and warranty made in this Agreement by Buyer shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.
(c) Seller is duly authorized to execute the Grant Deed, Note, and Deed of Trust, and, if necessary, obtained final approval of the sale of surplus land by the California Department of Housing and Community Development (“HCD”). . (d) Buyer shall execute and deliver the Note and Deed of Trust, in the form approved by Seller, to Escrow Holder.
(e) Buyer shall execute and deliver the affordable housing covenant, based substantially on the draft attached hereto, as Exhibit G (“Affordability Covenant”), to be recorded against the Property.
(f) Buyer shall execute and deliver a Declaration and Use Covenant, agreeable to Seller, based substantially on the draft attached hereto as Exhibit H (“Use Covenant”), to be recorded against the Property.
(g) Delivery of a binding commitment by a title insurance company acceptable to the Seller to issue a lender’s policy of Title Insurance with any endorsements the Seller may reasonably require, insuring the City in the principal amount of the Purchase Price, of the validity and priority of the Deed of Trust upon the Property, subject only to liens and matters of record approved by the Seller in writing.
(h) Buyer shall have provided the Seller with a copy of a resolution of the Buyer approving and authorizing execution of this Agreement and all documents contemplated hereby 240
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5 on behalf of Buyer and with such other documentation required by the Seller regarding Buyer’s creation, status and authority to enter into this transaction.

7. Conditions Precedent to Closing. The following are conditions precedent to Buyer's obligation to purchase the Property (the “Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, subject to the provisions of Section 8.
(a) Buyer's inspection, review and approval, within the Feasibility Period, of all of the following:
(i) The physical characteristics and condition of the Property (including without limitation the condition of the soils);
(ii) Seller's Deliveries; and,
(b) Escrow Holder shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided in Section 3 above. (c) Seller shall have complied with all of Seller's duties and obligations contained in this Agreement and all of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.

8. Default. If the sale of the Property pursuant to this Agreement is not consummated, then Seller shall retain the Initial Deposit and Buyer shall provide Seller with copies of all reports prepared in connection with this Agreement. Buyer and Seller retains and reserves all remedies at law and equity for a breach of this Agreement.

9. Escrow; Closing, Prorations.
(a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) The Closing shall take place (the “Closing Date”) on or before the date that is twenty-five (25) days following the expiration of the Feasibility Period or approval from HCD, if necessary, whichever is later, or as may be extended by mutual written agreement of the Parties. 241
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6 (c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) the duly executed and acknowledged Grant Deed for the Property and the duly executed Bill of Sale;
(ii) Seller’s duly executed and acknowledged Note;
(iii) Seller’s duly executed and acknowledged Deed of Trust; (iv) a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 in the form attached as Exhibit I and incorporated herein by this reference together with a duly executed non-foreign person affidavit and evidence that Seller is exempt from the withholding obligations imposed by California Revenue and Taxation Code Sections 18805, 18815, and 26131; (v) evidence reasonably acceptable to Escrow Holder that the documents delivered by Seller have been duly authorized and executed on behalf of Seller and constitute valid and binding obligations of Seller.
(vi) any other documents which the Escrow Holder may reasonably require from Seller in order to close Escrow which do not increase Seller's liability or obligations hereunder;
(vii) a closing statement in form and content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; and (viii) any other instruments, records or correspondence called for hereunder which have not previously been delivered.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) the Closing Statement, duly executed by Buyer;
(ii) Buyer’s executed and duly acknowledged Note;
(iii) Buyer’s executed and duly acknowledged Deed of Trust; and (iv) Buyer’s executed and duly acknowledged Affordability Covenant; (v) Buyer’s executed and duly acknowledged Use Covenant; (vi) Proof of insurance required by this Agreement or the Deed of Trust; and
(vii) evidence reasonably acceptable to Escrow Holder that the documents delivered by Buyer have been duly authorized and executed on behalf of Buyer and constitute valid and binding obligations of Buyer.
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7 (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof. (f) The following are to be paid by Buyer or Seller or apportioned as of the Closing Date, as follows:
(i) General real property taxes for the year in which Closing occurs together with assessments, property operating expenses, utilities and other recurring costs relating to the Property shall be apportioned as of the Closing Date on the basis of a thirty (30)-day month. (ii) Seller and Buyer shall each pay one-half (1/2) of all Costs and expenses of Escrow incurred in this transaction, including:
(1) All sales, use and documentary transfer taxes ;
(2) the lender’s Title Insurance policy with any endorsements Seller shall reasonably require;
(3) The Escrow fees, recording fees and related expenses; (4) all other costs of escrow shall be paid equally by Buyer and Seller.
(iii) Seller shall pay the premium for a standard ALTA coverage owner's policy of title insurance and Buyer shall pay the premium in excess of the standard coverage for any extended ALTA coverage if desired, and
(iv) The provisions of this Subparagraph (f) shall survive the Closing.

10. Representations, Warranties and Covenants of Seller. As of the date hereof and again as of Closing, Seller represent and warrants to Buyer as follows:
(a) Seller is a California municipal corporation, duly organized, validly existing and in good standing under the laws of the State of California. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms. Seller has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) No Action. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending against Seller, nor are any such proceedings contemplated by Seller; (c) No Representations as to Property. There are no representations, agreements, arrangements, or circumstances, oral or written, between the parties relating to the 243
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8 subject matter contained in this Agreement that are not fully expressed in the Agreement, and Seller has not made and does not make any representation or warranty, express or implied, concerning any matter or thing affecting or relating to the Property, including but not limited to its fitness for a particular use, its physical condition or any other matter; and (d) Sale “AS-IS”. Subject to Seller's representations and warranties contained herein, Buyer's election to purchase the Property will be based upon and will constitute evidence of Buyer's knowledge of the Property from use and occupation under the License, and Buyer’s independent investigation of the Property, its use, development potential and suitability for Buyer's intended use, including (without limitation) the following: the feasibility of developing the Property for the purposes intended by Buyer and the conditions of approval for any subdivision map; the size and dimensions of the Property; the availability, cost and adequacy of water, sewerage and any utilities serving or required to serve the Property; the presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Property; any surface, soil, subsoil, fill or other physical conditions of or affecting the Property, such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any existing or proposed development thereof including but not limited to zoning, building, subdivision, environmental or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, requirements of any improvement agreements; requirements of the California Subdivision Map Act, and any other governmental permits, approvals or acts (collectively “Permits”); the necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required Permits; the presence of endangered plant or animal species upon the Property; and all of the matters concerning the condition, use, development or sale of the Property. Seller will not be liable for any loss, damage, injury or claim to any person or property arising from or caused by the development of the Property by Buyer.

Except with respect to a default by Seller hereunder (including a breach of Seller's warranties and representations), Buyer at the Close of Escrow expressly waives its rights granted under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.”
Buyer's Initials: ________ Seller's Initials: ________. (e) To the actual knowledge of the person most knowledgeable for the Seller, which is Ray Ebert, Deputy City Manager/ Administrative Services, who under no circumstance has been or will be under a duty to investigate, Seller represents and warrants:
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9 (i) Except for the License, there are no agreements, contracts or leases affecting the Property (including, without limitation, any contracts for the use, occupancy, license, sale or lease of the Property or any portion thereof, or any brokerage, management agreement, utility or service contracts), (ii) Seller has not granted, and has no knowledge of, any rights of first refusal, options to purchase, or rights to lease, license, use or occupy the Property (or any portion thereof), and (iii) Seller shall, on or before the Closing, at its sole expense, terminate any and all agreements, contracts and leases (if any)(including, without limitation, all contracts to which Seller or any of its affiliates is a party) that in any manner affect or pertain to the Property unless and to the extent that Buyer notifies Seller in writing that it has expressly agreed to assume a particular contract.(ii) Seller has received no notice of any violations of any laws, rules, regulations, codes or ordinances of any governmental authority with respect to the Property (including, without limitation, any laws, rules, regulations, codes or ordinances pertaining to environmental matters or conditions) that have not been cured.
(iii) Seller acknowledges that Buyer intends to redevelop the Property. Seller agrees to reasonably cooperate with Buyer, in connection with Buyer’s pursuit of any entitlements or other governmental or quasi-governmental approvals with respect to the Property, which cooperation, shall include Seller’s execution of such applications and other instruments requested by Buyer and acceptable to Seller, in Seller’s reasonable discretion, in connection with Buyer’s efforts to pursue entitlements or other governmental or quasi-governmental approvals.

11. Representations, Warranties and Covenants of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is a nonprofit religious corporation duly organized, validly existing and in good standing under the laws of the State of California. This Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Buyer, are and at the time of Closing will be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is subject. Buyer has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) Buyer warrants that Buyer is a sophisticated owner and buyer of real property, familiar and experienced with requirements for the development of real property. Buyer has examined the Property or will have done so by Closing, is or will be familiar with its physical condition, and accepts the Property in an “AS-IS” condition. (c) Buyer acknowledges that it is presently has access to the Property in accordance with the License and has knowledge about the conditions of the Property. (d) Buyer has conducted or will conduct an independent investigation with respect to zoning and subdivision laws, ordinances, resolutions, and regulations of all 245
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10 governmental authorities having jurisdiction over the Property, and the use and improvement of the Property and is, or at Closing will be, satisfied with the results of such investigation. (e) Buyer has obtained Conditional Use Permit #22-014 and approval of Design Review #22-024 regarding potential development of the Property. Buyer understands, agrees, represents and warrants that this Agreement does not constitute approval by Seller, the City of Fontana, or any of its officers, employees, or agents, of any additional development or activities on the Property. Any future activities on or development of the Property will be subject to all necessary approvals, review, and process, including any environmental review under the California Environmental Quality Act (“CEQA”). Except for the conditional use permit and approval of design review referenced herein, Buyer agrees and acknowledges that Seller, the City of Fontana, and its officers, employees or agents, have not made and specifically disclaim any representation or warranty, express or implied, about the approval of any such activities or development or the suitability of the Property for any particular purpose. (f) Buyer agrees to all covenants, conditions, and restrictions set forth in Paragraph 6(e)-(f) and the Affordability Covenant attached as Exhibit G and the Use Covenant attached as Exhibit H.
(g) The Property is being sold “AS-IS” and with all faults.

12. Environmental Matters/Release. As used in this Agreement, “Hazardous Materials” includes petroleum, asbestos, radioactive materials or substances defined as '“hazardous substances,” “hazardous materials” or “toxic substances” (or words of similar import) in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C.

Section 6901, et seq.), and under the applicable laws of California. Buyer must rely on its own investigation and not on any representation by Seller regarding Hazardous Materials. Buyer shall rely solely upon its own investigation and inspection of the Property and the improvements thereon and upon the aid and advice of Buyer's independent expert(s) in purchasing the Property, and shall take title to the Property without any warranty, express or implied, by Seller or any employee or agent of Seller. Buyer acknowledges that this Agreement allows Buyer, or its employees or agents, to make any such investigation and perform any appropriate environmental site assessment of the Property, subject to Seller’s consent, which shall not be unreasonably withheld. Seller makes no representations regarding Hazardous Materials in, on or under the Property, except as expressly set forth below. Seller's knowledge and disclosures regarding Hazardous Materials are limited to the contents of Seller's Deliveries and the following representation and warranty: To the actual knowledge of the person most knowledgeable for the Seller, which is Ray Ebert, Deputy City Manager/Administrative Services, who under no circumstance has been or will be under a duty to investigate, Seller has not used, generated, manufactured, stored or disposed any hazardous materials, hazardous substances or other environmental contaminants in, at, on, under or about the Property or transported any Hazardous Materials to or from the Property in violation of any applicable environmental laws, and there has been no discharge, migration or release of any Hazardous Materials from, into, on, under or about the Property in violation of any applicable environmental laws.
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11 Accordingly, except for a breach of the representation and warranty set forth above, Buyer hereby expressly waives and relinquishes any and all rights and remedies Buyer may now or hereafter have against Seller, whether known or unknown, with respect to any past present, or future presence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereinafter enacted, regulating or governing use, handling, storage or disposable of Hazardous Materials, including, without limitation (i) any and all remedies Buyer may now or hereafter have under the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended, and any similar law, rule or regulation, (ii) any and all rights Buyer may now or hereafter have against Seller under the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code, Section 25300 et seq.), as amended and any similar law, rule or regulation, and (iii) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S.

C.A. § 9607).

BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW
“A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS WHICH THE CREDITOR DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH

IF KNOWN BY HIM MUST HAVE MATERIALLY

AFFECTED HIS SETTLEMENT WITH THE
DEBTOR”

BY INITIALING BELOW, BUYER HEREBY WAIVES THE
PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH

THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING
WAIVERS AND RELEASES.
_______________
(Buyer's Initials)

13. Continuation and Survival. All representations, warranties and covenants by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Grant Deed and the Closing.

14. Prevailing Wage.

Buyer, for itself, its successors, and assigns, agrees, covenants, and warrants that the development of the Property, if any, shall comply with all applicable federal and state labor laws (including, without limitation, the requirement under California law to pay prevailing wages and hire apprentices), and all obligations as set forth herein. 247
16498.10023\40972400.1
12 City makes no representations concerning prevailing wages in compliance with California Labor Code Section 1770 et seq.

Buyer acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations with respect to the payment of prevailing wages and complying therewith. Buyer shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Property by Buyer, its successors or assigns. Buyer shall be solely responsible for determining and effectuating compliance with such laws.

BUYER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES

AND RELEASES SELLER FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO BUYER PURSUANT TO LABOR CODE SECTION 1781 OR THE DAVIS BACON ACT.

RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 14, BUYER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

INITIALS. BY INITIALING BELOW, BUYER KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY WITH THE

MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
_______________
(Buyer's Initials)

15. Indemnity.

Buyer agrees to indemnify Seller and the Property against, and to hold and save Seller and the Property harmless from, all claims, demands, suits, actions, damages, obligations, liabilities, losses, costs and expenses, including but not limited to attorneys' fees and court costs, related to the implementation of this Agreement; provided, however, that Buyer will not be obligated to indemnify Seller with respect to its own negligence. The foregoing indemnity shall survive termination of this Agreement. Buyer shall not suffer or permit any mechanic's or materialmen's or other lien to stand against the Property in connection with any labor, materials or services furnished or claimed to have been furnished by or on behalf of Buyer in connection with or as a result of any Inspections. If any such lien shall be filed against the Property, Buyer shall cause such lien to be discharged or bonded within thirty (30) days after such filing. Following any 248
16498.10023\40972400.1
13 Inspections Buyer shall restore the Property to substantially its physical condition as existed prior to such inspection (except for any changes to the Property caused by Seller, or its agents or employees). Prior to Buyer allowing any agent or consultant on the Property in accordance with this Agreement, Buyer or its consultant shall at its sole cost obtain a policy of liability insurance with a combined single limit in an amount not less than One Million Dollars ($1,000,000); Seller shall each be named an additional insured on said policy; and Buyer or its consultants shall furnish to Seller a certificate of insurance confirming such coverage. This indemnity shall be in addition to any indemnity obligation under the License.

16. Insurance. For the term of the Note, Borrower shall maintain the following insurance coverage:
(a) Comprehensive General Liability Insurance endorsed for propertyoperations, products/completed operations and contractual liability, in the amount of at least $1,000,000 for any occurrence, $2,000,000 annual aggregate and $1,000,000 property damage. (b) Comprehensive Auto Liability Insurance endorsed for all owned and nonowned vehicles with a combined single limit of at least $1,000,000 per occurrence. (c) Workers Compensation Insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services on behalf of Buyer, its employees, agents, or its affiliates under this Agreement and all risks to such persons and employer's liability insurance with a limit of no less than $1,000,000 per employee and $1,000,000 per occurrence. (d) Professional Liability Errors & Omissions in the amount of $1,000,000 for any occurrence and $1,000,000 aggregate.
(e) Property insurance covering the development of the Property in a manner consistent with the Use Covenant, in a form appropriate for the nature of such property and any improvements, covering all risks of loss, excluding earthquake, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the City, naming the City as an additional insured, as its interests may appear. Flood insurance shall be obtained if required by applicable federal regulations.
(f) The Borrower shall cause any general contractor, agent, or subcontractor working on the Property to maintain insurance of the types and in at least the minimum amounts described in subsections (a), (b), and (c) above, except that the limit of liability for comprehensive general liability insurance for subcontractors shall be Two Million Dollars ($2,000,000), and shall require that such insurance shall meet all of the general requirements of subsections (f) and (g), below. Liability and Comprehensive Automobile Liability insurance to be maintained by such contractors and agents pursuant to this subsection shall name as additional insureds the City, its officers, agents, employees and members of the City Council (g) The required insurance shall be provided under an occurrence form, and Borrower shall maintain the coverage described in subsections (a) through (d) continuously so long as the Note is outstanding. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal 249
16498.10023\40972400.1
14 defense costs be included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above.
(h) Comprehensive General Liability, Comprehensive Automobile Liability, Workers Compensation, and Professional Liability Errors & Omissions, and Property insurance policies shall be endorsed to name as an additional insured the City, and its officers, agents, employees and members of the City Council.

All policies and bonds shall (i) be endorsed to provide thirty (30) days prior written notice of cancellation (including without limitation for non-payment of premium), reduction in coverage, any material change in said policy, or intent not to renew to the address established for notices to the City, (ii) contain an agreement that such policies are primary and non-contributing with any insurance that may be carried by City, (iii) contain a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of loss sustained, and (iv) contain a waiver by the insurer of all rights of subrogation against City and its authorized parties in connection with any loss or damage thereby insured against.

17. Condemnation.
(a) In the event a governmental entity commences eminent domain proceedings to take any portion of the Property after the date hereof and prior to the Closing, then Buyer shall have the option to terminate this Agreement by written notice to Seller within ten (10) business days after Buyer first learns of such commencement. In the event of any such termination, the Earnest Money, together with all interest, shall be returned to Buyer. Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement.
(b) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing and this Agreement is not terminated pursuant to Section 17(a), then the Closing shall occur as scheduled notwithstanding such proceeding; provided, however, that Seller's interest in all awards arising out of such proceedings (except for any award attributable to the loss of Seller's business or income, Seller's personal property, or the property of any tenant of the Property) shall be assigned to Buyer as of the Closing or credited to Buyer if previously received by Seller. Seller's obligations pursuant to this Section 15(b) shall survive the Closing.

18. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date free of any occupant or property not being conveyed to Buyer as provided hereunder.

19. Seller's Cooperation with Buyer. At no cost to Seller, Seller shall cooperate and do all acts as may be reasonably required or requested by Buyer, at no additional cost to Seller, with regard to the fulfillment of any Condition Precedent. Seller hereby authorizes Buyer and its agents to make all inquiries with and applications to any third party, including any governmental authority, as Buyer may reasonably require to complete its due diligence and satisfy the Conditions Precedent.

20. No Brokers and Finders. Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, 250
16498.10023\40972400.1
15 through any real estate broker or other person who can claim a right to a commission or finder's fee in connection with the sale contemplated herein. In the event that any such broker or finder claims a commission or finder's fee based upon any contact, dealings or communication, the party through whom the broker or finder makes its claim shall be responsible for said commission or fee and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the other party in defending against the same. The party through whom any such other broker or finder makes a claim shall hold harmless, indemnify and defend the other party hereto, its successors and assigns, agents, employees, officers and directors, and the Property from and against any and all obligations, liabilities, claims, demands, liens, encumbrances and losses (including, without limitation, attorneys' fees), arising out of, based on, or incurred as a result of such claim. The provisions of this Section 20 shall survive the Closing or termination of this Agreement.

21. Professional Fees. In the event legal action is commenced to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in such action shall be entitled to an award of reasonable attorney's fees and costs incurred in connection with the prosecution or defense of said action. In addition, the prevailing party shall be entitled to recover any actual accounting, engineering or other professional fees reasonably incurred in said action or proceeding.

22. Publicity and Confidentiality. Buyer acknowledges that Seller is a public entity and that this Agreement shall be a matter of public record and available to the public under the Public Records Act.

23. Miscellaneous.
(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, (iii) upon facsimile transmission (except that if the date of such transmission is not a business day or if such transmission is made after 5:00 p.m. on a business day, then such notice shall be deemed to be given on the first business day following such transmission), or (iv) two business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or such other address as either party may from time to time specify in writing to the other in accordance herewith):

If to Seller: The City of Fontana
Attn: Matt Ballantyne, City Manager
8353 Sierra Avenue
Fontana, CA 92335
Phone: (909) 350-7654
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran, City Attorney
2855 E. Guasti Rd.,Suite 400
251
16498.10023\40972400.1
16 Ontario, CA 91761
Phone: (213) 787-2569
E-Mail: [email protected]
If to Buyer: Water of Life Community Church
Attn: Jim Kensinger
14418 Miller Avenue, Suite K
Fontana, CA 92336
Phone: (909) 463-0103 x4162
Email [email protected]
With a copy to: The Opus Law Firm
Attn: Justin White
514 Via de la Valle, Suite 203
Solana Beach, CA 92075
Phone: 877.885.4564 ext. 101
Email [email protected]
To Escrow Holder: _______________________________
Attn: __________________________
_______________________________
_______________________________
Phone: _________________________
Email ___________________________
(b) Successors and Assigns. Buyer shall have the right to assign this Agreement to any entity controlling, controlled by or under common control with Buyer without Seller's consent or approval, and otherwise Buyer shall have the right to assign this Agreement to any entity subject to Seller's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any such assignee shall assume all obligations of Buyer hereunder; however, Buyer shall remain liable for all obligations hereunder. Seller shall have the right to assign this Agreement. Except as otherwise permitted by this paragraph, neither this Agreement nor the rights of either party hereunder may be assigned by either party. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns.
(c) Amendments. This Agreement may be amended or modified only by a written instrument executed by Seller and Buyer.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
(e) Construction. Headings at the beginning of each Section and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties 252
16498.10023\40972400.1
17 had prepared the same. Unless otherwise indicated, all references to Sections and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference.
(f) No Joint Venture. This Agreement shall not create a partnership or joint venture relationship between Buyer and Seller.
(g) Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement and all documents referenced herein and made part of this transaction, and that in signing this Agreement and any other related document, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters relating to this Agreement, or have knowingly chosen not to consult legal counsel as to this Agreement or any related matter; and, they have freely signed this Agreement, the Note, Deed of Trust, Covenant, and all related documents, without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth herein, and without duress or coercion, whether economic or otherwise. (h) Merger of Prior Agreements. This Agreement and the exhibits attached hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation, any letters of intent previously executed or submitted by either or both of the parties hereto, which shall be of no further force or effect upon execution of this Agreement.

Notwithstanding the foregoing, the License will continue in effect until Closing, at which point the License will be terminated, except any obligations surviving expiration of the License shall continue unless contrary to this Agreement.
(i) Time of the Essence. Time is of the essence of this Agreement. As used in this Agreement, a “business day” shall mean a day which is not a Saturday, Sunday or recognized federal or state holiday. If the last date for performance by either party under this Agreement occurs on a day which is not a business day, than the last date for such performance shall be extended to the next occurring business day.
(j) Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (k) Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties.
(l) Exhibits. All exhibits attached hereto and referred to herein are incorporated herein as though set forth at length.
(m) Captions. The captions appearing at the commencement of the sections and paragraphs hereof are descriptive only and for convenience in reference. Should there be any 253
16498.10023\40972400.1
18 conflict between any such caption and the section at the head of which it appears, the section and paragraph and not such caption shall control and govern in the construction of this Agreement. (n) No Obligation To Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than each other. (o) Waiver. The waiver by any party to this Agreement of the breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach, whether of the same or another provision of this Agreement. (p) Interpretation. This Agreement has been negotiated at arm's length and between persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. (q) Counterparts/Facsimile/.PDF Signatures. This Agreement may be executed in counterparts and when so executed by the Parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the Parties, notwithstanding that the Parties may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.

SELLER:

CITY OF FONTANA.
a California municipal corporation
By:_______________________________________
Name: ___________________________________
Its: ______________________________________
Date: ____________________________________
254
16498.10023\40972400.1
19 Approved as to Form
City Attorney:_________________________
Date:_________________________________
BUYER:

WATER OF LIFE COMMUNITY CHURCH,
a California nonprofit religious corporation
By:_______________________________________
Name: ___________________________________
Its: ______________________________________
Date: ____________________________________
Approved as to Form
Buyer’s Attorney:_________________________
Date:_________________________________
255
16498.10023\40972400.1

EXHIBIT A

LEGAL DESCRIPTION
256
16498.10023\40972400.1

EXHIBIT B

PERSONAL PROPERTY
257
16498.10023\40972400.1

EXHIBIT C

PROMISSORY NOTE
$3,040,000.00 _______________, 2023
___________, California
THIS SECURED PROMISSORY NOTE (“Note”) is made on January ___, 2023 by WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation (“Borrower”) to CITY OF FONTANA, a California municipal corporation (“Lender”), to evidence a loan made by Lender to Borrower in the principal amount of Three Million and Forty Thousand Dollars ($3,040,000.00) (“Principal Amount”) The entire amount of unpaid principal, plus all accrued and unpaid interest and any costs or fees owing under this Note shall be due and payable in full on March 1, 2033 (“Maturity Date”). This Note is made in connection with a Purchase and Sale Agreement and Joint Escrow Instructions dated _______, 2023 (“PSA”), a “Deed of Trust” dated _________, 2023 (“Deed of Trust”), Declaration and Use Covenant dated _________, 2023 (“Use Covenant”), and Affordability Covenant dated ________, 2023 (“Covenant”).

This Note shall be subject to the following additional provisions:

1. Payment Covenant. For value received, Borrower promises to pay Lender, in legal tender of the United States of America, or at such other place as may be designated in writing by Lender, the Principal Amount, together with interest as set forth below.

2. Interest. Interest shall be computed based on a thirty (30) day month and a three hundred sixty (360) day year. Commencing on the date of this Note, interest on the outstanding principal balance due under this Note shall accrue at the rate of four percent (4%) per annum.

3. Payment.
(a) Interest Only Payments for Ten Years. Beginning March 1, 2023, and continuing on the first day of each month thereafter for a period of ten (10) years, Borrower shall make monthly interest only payments, based on an interest rate of four percent (4%) per annum, in the amount of Ten Thousand One Hundred and Thirty Three Dollars ($10,133). (b) BALLOON PAYMENT. THIS NOTE REQUIRES A BALLOON
PAYMENT OF THREE MILLION AND FORTY THOUSAND DOLLARS ($3,040,000.00) ON OR BEFORE MARCH 1, 2033 (“MATURITY DATE”), PLUS ANY ACCRUED INTEREST THEREON, WHICH IS DUE ON THE MATURITY DATE OF THIS NOTE. THE AMOUNT

OF THE BALLOON PAYMENT IS SUBJECT TO REDUCTION IN THE EVENT BORROWER PREPAYS ANY PRINCIPAL DUE UNDER THIS NOTE. LIKEWISE, THE

AMOUNT OF THE BALLOON PAYMENT IS SUBJECT TO INCREASE IN THE EVENT BORROWER BECOMES DELINQUENT IN BORROWER’S PAYMENTS UNDER THIS NOTE. CAUTION: LENDER SHALL GIVE BORROWER WRITTEN NOTICE, ACCORDING 258
16498.10023\40972400.1 2
TO THE TERMS OF CIVIL CODE SECTION 2966, AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE THE BALLOON PAYMENT IS DUE. LENDER AND BORROWER ARE

AWARE THAT REFINANCING OF THE BALLOON PAYMENT MAY BE DIFFICULT OR

IMPOSSIBLE, DEPENDING ON CONDITIONS IN THE CONDITIONAL MORTGAGE MARKETPLACE AT THAT TIME. THERE ARE NO ASSURANCES THAT NEW

FINANCING OR A LOAN EXTENSION WILL BE AVAILABLE WHEN THE BALLOON PREPAYMENT IS DUE. IN THE EVENT OF DEFAULT BY BORROWER: (A) LENDER

MAY HAVE TO REINSTATE AND/OR MAKE MONTHLY PAYMENTS ON ANY AND ALL

SENIOR ENCUMBRANCES (INCLUDING REAL PROPERTY TAXES) IN ORDER TO PROTECT LENDER’S SECURED INTEREST; (B) LENDER’S RIGHTS ARE GENERALLY

LIMITED TO FORECLOSURE ON THE PROPERTY, PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 580b; AND (C) THE PROPERTY MAY LACK SUFFICIENT EQUITY TO PROTECT LENDER’S INTERESTS IF THE PROPERTY DECREASES IN VALUE.

THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CIVIL CODE, WHICH

PROVIDES THAT THE LENDER OF THIS NOTE SHALL GIVE WRITTEN NOTICE

TO THE TRUSTOR, OR HIS SUCCESSOR IN INTEREST, OF PRESCRIBED INFORMATION AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE ANY BALLOON PAYMENT IS DUE.

4. Default. The occurrence of any of the following shall constitute an event of default under this Note:
(a) Borrower fails to pay any amount due hereunder within thirty (30) days of its due date and receipt of written notice; or
(b) Any default by Borrower under this Note, the Purchase and Sale Agreement, the Deed of Trust, or the Covenant which extends beyond applicable notice and cure periods, or if no such period is provided, then if there is any default that extends more than ten days after Borrower’s receipt of written notice; provided if such default cannot be cured with reasonable diligence within ten days; or
(c) Any default by Borrower under any other material obligation of Borrower recorded against the Property after the expiration of all applicable cure periods, which if uncured would result in a claim against the Property superior to the Deed of Trust.

Borrower shall not be considered in default under this Note until the expiration of all notice and cure periods provided to Borrower.

Upon the occurrence of any uncured event of default, or at any time thereafter, at the option of the Payee hereof, the entire unpaid principal and interest owing on this Note shall become immediately due and payable. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of Payee’s option. Payee’s failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. Payee’s failure in the exercise of any other right or remedy 259
16498.10023\40972400.1 3
hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

5. Default Interest Rate. At all times when Borrower is in default hereunder by reason of Borrower’s failure to pay principal due under this Note within applicable cure periods, the interest rate on the sums as to which Borrower is in default (including principal, if Payee has elected to declare it immediately due and payable), shall be the highest rate then allowed by law as of the date of the default or 10% whichever is lower.

6. Waivers. Borrower and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without any way affecting or discharging this liability.

7. Security. Borrower's obligations under this Note are secured by that certain Deed of Trust with Assignment of Rents, of even date herewith, made by Borrower in favor of Lender (the “Deed of Trust”), granting Lender a first priority lien against the fee interest in that certain real property described in the Deed of Trust (the “Property”).

8. Prepayment. Borrower may prepay the entire amounts outstanding hereunder without penalty or premium.

9. Application of Payments. Any payments made under this Note shall be applied in the following order: (a) to the repayment of expenses advanced by Lender under this Note or under the Deed of Trust; (b) to accrued interest payable under this Note; and (c) to principal payable under this Note.

10. Legal Costs. If any party to this Note shall take any action to enforce this Note or bring any action or commence any proceeding for any relief against any other party, declaratory or otherwise, arising out of this Note, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in taking such action, bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys' and experts' fees and costs incurred in enforcing such judgment. The amount of attorneys' and experts' fees and costs due hereunder shall be determined by a court of competent jurisdiction and not by a jury. For the purposes of this Section 16, attorneys' and experts' fees and costs shall include, without limitation, fees and costs incurred in the following: (a) post-judgment motions; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations; (d) discovery; and (e) bankruptcy litigation; and (f) appeals.

11. Dates. In the event that any date specified in this Note falls on Saturday, Sunday or other day on which public agencies and major banks are not open for business (each a “Non260 16498.10023\40972400.1 4
Business Day”), such date shall be deemed to be the succeeding business day. For purposes of this Note, a “business day” shall mean a day other than a Non-Business Day.

12. Notice. Any notice required to be provided in this Note shall be given in writing and shall be sent (a) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made; (b) by first-class certified United States mail, postage prepaid, return receipt requested; or (c) by a nationally recognized overnight courier service, marked for next day business delivery. All notices shall be addressed to the party to whom such notice is to be given at the address stated in this Note or to such other address as a party may designate by written notice to the other. All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery; (c) if sent by certified mail, the third day on which regular United States mail delivery service is provided after the day of mailing or, if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending. All notices to Borrower shall be sent to the address set below Borrower's signature. All notices sent to Lender shall be sent to:

Water of Life Community Church
ATTN:

ADDRESS
With a copy to:

The Opus Law Firm
Attn: Justin White
514 Via de la Valle, Suite 203
Solana Beach, CA 92075

13. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Note and all documents referenced herein and made part of this transaction, and that in signing this Note and any other related document, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters relating to this Note, or have knowingly chosen not to consult legal counsel as to this Note or any related matter; and, they have freely signed this Note, and all related documents, without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth herein, and without duress or coercion, whether economic or otherwise.

14. Interpretation. This Note has been negotiated at arm's length and between persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this Note.

Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Note shall be interpreted in a reasonable manner to effect the purpose of the parties and this Note. 261
16498.10023\40972400.1 5

15. Governing Law; Venue. This Note shall be construed and enforced in accordance with the laws of the State of California, without regard to without regard to principles of conflict of laws. Venue for any action relating to this Note, shall be in San Bernardino County.

LENDER
CITY OF FONTANA.
a California municipal corporation
_____________________________
By:

Name:

Its:

Date:

Approved as to Form
City Attorney:_________________________
Date:_________________________________

BORROWER

WATER OF LIFE COMMUNITY CHURCH,
a California nonprofit religious corporation
__________________________________
_______________________, Member
Address: _______________________
Approved as to Form
Buyer’s Attorney:_________________________
Date:_________________________________
262
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\40972400.1
6 263
16498.10023\40972400.1

EXHIBIT D

DEED OF TRUST

RECORDING REQUESTED BY
When Recorded Mail To:

SPACE ABOVE THIS LINE FOR RECORDER'S USE

DEED OF TRUST AND ASSIGNMENT OF RENTS
This DEED OF TRUST AND ASSIGNMENT OF RENTS, made January __, 2023, between WATER OF LIFE COMMUNITY CHURCH, ____________________________, herein called TRUSTOR, whose address is: _________________________________. __________________________________, a California corporation, herein called TRUSTEE, and
CITY OF FONTANA, a California municipal corporation, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property described in Exhibit A, attached hereto, together with the rents, issues, and profits thereof.

For the Purpose of Securing (1) Payment of the sum of Three Million and Forty Thousand Dollars ($3,040,000.00) with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein, (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

BALLOON PAYMENT: The note securing this Deed of Trust is subject to Section 2966 of the Civil Code which provides that the holder of the note shall give written notice to the Trustor, or his successor in interest, of prescribed information at least 90 and not more than 150 days before any balloon payment is due.

A. To protect the security of this Deed of Trust, Trustor agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and 264
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do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration's herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary all insurance required under the Purchase and Sale Agreement and Joint Escrow Instructions, dated on or about __________, 2023, and, as applicable, any fire and extended coverage property insurance covering all improvements on the property against loss or damage in an amount equal to not less than one hundred percent (100%) of the replacement cost, with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. All policies required hereunder shall be with companies having a Best's A-VIII rating (and if Best's no longer exists, an equivalent rating). Copies of all policies of insurance or certificates thereof shall be delivered to Beneficiary. As often as any such policies shall expire or terminate, renewal or additional policies shall be procured and maintained in like manner and to like extent. All policies of insurance must contain a provision that the company writing such policy will give both parties thirty (30) days' advance written notice of any cancellation or lapse of the effective date or any reduction in the amounts of insurance, unless such cancellation or lapse is as a result of failure to pay premiums, in which event written notice shall be given at least ten (10) days in advance. If Borrower fails to purchase, renew or maintain any insurance policies required herein, Beneficiary shall have the right to so purchase any such insurance and the amount of any such advance by Beneficiary shall constitute additional loan amounts as described in Section A(5) below. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs; fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:
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(1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided or disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.
(3) That at any time or from time to time, without liability therefor and without notice, upon written request of beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating all sums secured hereby have been paid, and surrender of this Deed and said Note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and placed fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale.

Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(6) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties.

Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 266
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(7) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (8) That Trustee Accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

Signature of Trustor:

WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation __________________________________
________________, Member
Address: ________________________
Approved as to Form
Buyer’s Attorney:_________________________
Date:_________________________________
Signature of Beneficiary:

CITY OF FONTANA. a California municipal corporation
_____________________________
By:

Name:

Its:

Date:

Approved as to Form
City Attorney:_________________________
Date:_________________________________
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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 before me,
, Notary
Public
(insert name and title of the officer)
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 (Seal)
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
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REQUEST FOR FULL RECONVEYANCE
TO ESCROW HOLDER, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. You are hereby requested and directed to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust.

Dated
Please mail Deed of Trust,
Note and Reconveyance to: _____________________________________________________ Do not lose or destroy this DEED OF TRUST or the NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. 270
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EXHIBIT E

FORM OF GRANT DEED

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:
[buyer address or attorney]
__________________________________________________________________________ A.P.N.: _________________________ (Space Above Line for Recorder's Use Only) The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $________; CITY TRANSFER TAX $________; SURVEY MONUMENT FEE $ ________ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area; [ ] City of __________________, and

GRANT DEED
FOR VALUE RECEIVED, _______________________________________ (“Grantor”), grants to ____________________________ (“Grantee”), all that certain real property situated in the County of ________________, State of California, described on Schedule 1 attached hereto and by this reference incorporated herein (the “Property”).

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ________________, 20__.

GRANTOR:
__________________________________________
By:_______________________________________
Name: ___________________________________
Its: ______________________________________
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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 ___________________, before me, _____________________________, a 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 _____________________________ (Seal)
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EXHIBIT F

SELLER DELIVERIES
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EXHIBIT G

FORM OF AFFORDABILITY COVENANT

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:
[buyer address or attorney]
__________________________________________________________________________ A.P.N.: _________________________ (Space Above Line for Recorder's Use Only) The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $________; CITY TRANSFER TAX $________; SURVEY MONUMENT FEE $ ________ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area; [ ] City of __________________, and Affordability Covenant to be Recorded
(per Government Code Section 54233 and/or 54233.5)
If ten (10) or more residential units are developed on the Property described in Exhibit A, not less than 15 percent of the total number of residential units developed on the property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code.

Date: ______________________
WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation, 274
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By: ____________________________
Name: __________________________
Title: ___________________________
Approved as to Form
Attorney:_________________________
Date:_________________________________
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EXHIBIT H

FORM OF USE COVENANT

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:
[buyer address or attorney]
__________________________________________________________________________ A.P.N.: _________________________ (Space Above Line for Recorder's Use Only) The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $________; CITY TRANSFER TAX $________; SURVEY MONUMENT FEE $ ________ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area; [ ] City of __________________, and

DECLARATION AND USE COVENANT
Whereas, Water of Life Community Church, a California nonprofit religious corporation, (“Owner”) submitted an application to the City of Fontana (“City”) for a conditional use permit and design review regarding the constructing and use of a community facility on approximately

4.2 acres of land located at Etiwanda Vineyard, and on Arrow Route [Boulevard], between Tokay Avenue and Citrus Avenue, in the City of Fontana, County of San Bernardino, State of California, commonly referred to as Assessor's Parcel Numbers 0232-201-12 and 0232-201-013, more particularly described in the legal descriptions attached as Exhibit A and Exhibit B, incorporated herein (the “Property”);
Whereas, the City is the beneficiary of a Promissory Note (“Note”) made by Owner in the principal amount of $3,040,000, and such Note includes, among other items, terms for repayment of Note by Borrower on or before ____________, 2033;
Whereas, the Property encompasses multiple separate parcels (as shown in Exhibit A and Exhibit B) and Owner’s application for a conditional use permit sought permission for the following: Constructing a facility on the Property which shall include offices and office storage space, food pantry operation space, classrooms, restrooms, a small kitchen, reception area with counseling rooms, and a multi-purpose space for small community gatherings. Once completed, Owner, directly or through its partner entity CityLink, or any other successor or assignee, shall provide community services and programs including food distribution, homeless services including provision of hygiene kits, clothing, blankets, and other necessities, skills and other classes, counseling and referrals for Rapid Rehousing and Homeless Prevention, mobile medical 276
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clinics, CityLink Boutique, Mechanics Ministry, and other similar programming. In addition to the ongoing services (food pantry, job location services, parenting skills, etc.), Owner may host events for holidays and special events. Services and events will be planned and coordinated in a manner that will not overwhelm the project site or the surrounding area. Owner shall employ invitations, timeslot scheduling, and the use of security to ensure that events do not unnecessarily impact the area surrounding the project site;
Whereas, the City of Fontana granted to Owner Conditional Use Permit (“CUP”) No. 22- 014 and Design Review No. 22-024, because the programs and services that will be provided are vital to the community and represent an unquantifiable community and financial benefit to the City of Fontana, subject to the condition that Owner record a covenant restricting the development and use of the Property for purposes stated in the CUP and Design Review; and Whereas, Owner is executing and recording in the office of the San Bernardino County Recorder this Declaration and Use Covenant (“Covenant”) for the purpose of compliance with the above-stated conditions of approval.

Now, therefore, Owner declares and covenants that:

1. Declaration and Covenant. Until _____________, 2033, or until City receives full and final payment of the Note, whichever occurs first (the “Expiration Date”), Owner shall only use the Property in accordance with the approved CUP No. 22-014 and Design Review No. 22- 024, as granted from City to Owner, and attached hereto as Exhibit C and Exhibit D, respectively, or as may be modified by City through a written agreement.

2. Covenant Runs With The Land. The Property shall be sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the restrictions, covenants, conditions and equitable servitudes set forth in this Covenant, all of which are for the benefit of the City and shall run with the land and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns, subject to termination on the Expiration Date. Other than termination in accordance with Section 1 above, this Covenant shall not be released or modified without the express written consent of the City, which City shall not unreasonably deny in the event of a discontinuance of the use permitted in CUP 22-014 and a proposed change in use of or a new development of the Property.

3. City Enforcement. The City is not a party to this Declaration and Covenant but shall have the beneficial right to enforce the restrictions, covenants, conditions and equitable servitudes contained herein. City’s right to enforce may include but is not limited to the right to withhold or revoke, after giving notice of violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or entity. In an action to enforce City’s rights herein, the prevailing party shall be entitled to its attorney’s fees and costs.

4. No Limitation On City. Any enforcement rights of the City are in addition to and not instead of rights of the City regarding enforcement of City codes and regulations. The failure or refusal of the City to exercise any of its rights or powers will not result in any liability to the City and shall not give rise to a cause of action against the City, its officers and employees, on the 277
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part of any person. Owner shall comply with all City’s ordinances, regulations and standards (as adopted by the City), as may be applicable to the Property, including but not limited to the conditions of approval stated in CUP No. 22-014 and Design Review No. 22-024.

5. This Agreement shall be recorded in the real property records of the Clerk and Recorder for San Bernardino County, California, and shall serve as notice to and shall be binding upon and inure to the benefit of, as applicable, Developer, City and the successive owners of the Property.

6. Notice. Any notice to City shall be delivered to [INSERT CITY INFO].

WATER OF LIFE COMMUNITY CHURCH, a California nonprofit religious corporation __________________________________
________________, Member
Address: ________________________
Approved as to Form
Attorney:_________________________
Date:_________________________________
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EXHIBIT I

TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
This form is provided so that the Buyer and/or Seller in this transaction can certify compliance with the Foreign Investment in Real Property Tax Act to the Escrow Agent and/or Buyer. Buyer (“Transferee”) must retain a copy of this document until after the fifth taxable year following the transfer.

Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform Transferee that withholding of tax is not required upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of _________________________________ (“Transferor”):

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder).

2. The Transferor is not a disregarded entity as defined in Income Tax Regulation Section 1.1445-2(b)(2)(iii).

3. The Transferor's U.S. employer or tax identification number is ______________.

4. The Transferor's office address is
The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

Date:______________, 20__ TRANSFEROR:
__________________________________________
By:_______________________________________
Name: ___________________________________
Its: ______________________________________
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1899 Agenda Date: 1/24/2023
Agenda #: A. Category: Public Hearing
FROM:

Development Services
SUBJECT:

Resolution Establishing Cannabis Fees
RECOMMENDATION:

Adopt Resolution No. 2023-001, Establishing Cannabis Fees; and Find that the activity is not a project subject to the California Environmental Quality Act (CEQA).

COUNCIL GOALS:
· Promote economic development by concentrating on job creation. · Promote economic development by pursuing business attraction, retention, and expansion. · Promote economic development by striving to constantly improve the city’s competitiveness. · Promote economic development by developing regulations for retail cannabis operations.

DISCUSSION:

Background
On July 26, 2022, the City Council approved Ordinance 1899 which added Chapter 33 - “Cannabis Businesses and Activities” to the Code of the City of Fontana (“Code”) and modified existing Chapter 30 - “Zoning and Development Code” to provide for limited retail sales of commercial cannabis.

Minor amendments were approved on October 25, 2022, to rename “commercial cannabis” to “cannabis retailer-storefront” and reference special regulations for same and to make minor modifications to Chapter 33 related to phasing, authorization letters, and locations for permit applications along with limiting the number of permits to be issued to any applicant to one.

In approving the new cannabis regulations, the City Council approved the establishment of a maximum of three (3) Permits. The Permits will be issued for one of each of three designated areas within the City (i.e., North, Central, and South). Within each of those designated areas, Permits may be issued in the following zone districts: C-1 (Community Commercial), C-2 (General Commercial), and Specific Plan areas designated in the proposed Ordinance No. 1899. In addition to all other applicable zoning regulations, no permit would be issued for a business located within a 600-foot radius of a school, a day care center, park, a youth and recreation center, or city boundaries.

Additionally, neither the Planning Commission, nor the City Council would play a role in the evaluation and scoring of applications for Permits, nor would either play a role in the permit issuance.

The parameters and criteria for the issuance of a permit is set out in specific detail in Ordinance No.

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File #: 21-1899 Agenda Date: 1/24/2023
Agenda #: A. Category: Public Hearing
The parameters and criteria for the issuance of a permit is set out in specific detail in Ordinance No. 1899 and includes a rigorous five-phase application process, the implementation of which is wholly administrative.

Analysis:

Ordinance No. 1899 established the requirements for engaging in a commercial cannabis business within the City. The ordinance identified multiple steps that the city must complete prior to opening the application process. As part of the ordinance the City Council must establish certain requirements by resolution; these include: establishing fees, hours of operation, and process integrity standards.

Additionally, the City Council must approve an operating agreement for each permit issued prior to commencement of business.

Consideration of new fees by the City Council requires a public hearing. Staff proposes that the City Council approve the attached resolution containing various fees related to cannabis applications, permitting, and operations for the City Council’s consideration.

The fees to be established are:
· Cannabis Application Fee (Sec. 33-8(a)(12).) $17,500.00 · Cannabis Zoning Request Letter $ 300.00
· Background Check Fee (Sec. 33-7(b)(1) $ 300.00
· Cannabis Permit Fee (Sec. 33-9(l).) $ 9,100.00
· Cannabis Permit Renewal Fee (Sec. 33-12.) $ 2,300.00
· Change in Ownership Fee (Sec. 33-18.) $ 3,600.00
· Change in Name Only Fee (Sec. 33-19.) $ 2,300.00
· Cannabis Appeal Deposit (Sec. 33-14(2)(f).): $ 5,000.00 The adoption of the fees and charges do not qualify as a “project” subject to the California Environmental Quality Act (CEQA) because the adoption of the fees and charges will not result in a direct or reasonably foreseeable indirect physical change in the environment. Further, under State CEQA Guidelines section 15378(b)(4), the creation of government funding mechanisms like the fees and charges at issue here are excluded from the definition of a “project” subject to CEQA.

FISCAL IMPACT:

The anticipated application and background fee revenue is unknown at this time and will be dependent upon the number of applications received. Successful applicants will be required to pay the Cannabis Permit Fee and as a result it is anticipated that the City will receive $27,300.00 in permit fee revenue.

With approval of the attached Resolution, the City will recoup costs associated with accepting and reviewing applications for Cannabis Business Permits, permit issuance, and post-Cannabis Business City of Fontana Page 2 of 3 Printed on 1/19/2023
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File #: 21-1899 Agenda Date: 1/24/2023
Agenda #: A. Category: Public Hearing
Permit issuance business inspections and ongoing monitoring of Cannabis retailers.

MOTION:

Approve staff recommendation.

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RESOLUTION NO. 2023-001

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF FONTANA, CALIFORNIA, ESTABLISHING

FEES FOR CANNABIS RELATED BUSINESS AND

ACTIVITIES, PERMIT AND REGULATORY FEES

AND FINDING THAT THE ACTIVITY IS NOT A

PROJECT SUBJECT TO THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT.

WHEREAS, on September 13, 2016, the City Council adopted Ordinance No. 1747 prohibiting all marijuana uses in the City to the extent allowed under California, and included a provision requiring a Residential Indoor Marijuana Cultivation (“RIMC”) permit for any individual who desires to grow up to six (6) marijuana plants in their private residence;
WHEREAS, on November 8, 2016, California voters approved Proposition 64, titled the “Adult Use of Marijuana Act” (the “AUMA”) and enacted a state statutory scheme legalizing, controlling, and regulating the cultivation, processing, manufacturing, distribution, testing, and sale of nonmedical (“adult-use“ or “recreational”) cannabis, including cannabis products, for use by adults twenty-one (21) years of age and older;
WHEREAS, on June 27, 2017, Governor Brown signed Senate Bill 94, the “Medicinal and Adult-Use Cannabis Regulation and Safety Act” (“SB 94” or the “MAUCRSA”). SB 94 creates one state regulatory structure for medical and adultuse cannabis use and commercial cannabis activities, reconciling AUMA, with Proposition 215 and MAUCRSA. SB 94 continues to provide that a state license will not be approved for a business to engage in Commercial Cannabis Activity if the business activity violates any local ordinance or regulation; WHEREAS, the three State licensing authorities charged with licensing and regulating commercial cannabis activities in California, the Bureau of Cannabis Control (“BCC”), the California Department of Food and Agriculture (“CDFA”), and the California Department of Public Health (“CDPH”), commenced releasing emergency regulations, outlining the standards and licensing procedures for both medicinal and adult-use commercial cannabis, and began issuing licenses for such activities on January 1, 2018;
WHEREAS, on January 24, 2017, the City Council adopted Ordinance No. 1758 amending the Zoning and Development Code by adding a new Section 30- 7(b) entitled “Residential Indoor Marijuana Cultivation” to regulate indoor cultivation of marijuana and adoption of Resolution No. 2017-05 establishing fees for a RIMC permit;
WHEREAS, a Petition for Writ of Mandate was filed against the City to prohibit the enforcement of Ordinance No. 1758 (“Petition”), and on November 2, 2018, a court issued a ruling granting the Petition;
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WHEREAS, on March 12, 2019, the City council adopted Ordinance No. 1794 amending Section 30-7(B)(c) and 30-7(b)9f) to address the court’s ruling, and bring the City Municipal Code into conformance with the court’s ruling and amending the RIMC fee amount;
WHEREAS, having banned commercial cannabis citywide so as to monitor continuous developments with state law and how neighboring cities would regulate cannabis, the City Council has developed an approach to regulating cannabis businesses within the City which will increase the likelihood of high quality and successful businesses and minimize potential adverse secondary impacts; WHEREAS, the City Council finds and declares that this Ordinance constitutes a valid exercise of police power in accordance with Article XI, Section 7 of the California Constitution, is consistent with the language and intent of the AUMA, MAUCRSA, and related laws regulations, and policies issued by the state, consistent with the General Plan, and furthers the health, safety, and general welfare of the residents of the City of Fontana;
WHEREAS, on July 26, 2022, the City Council adopted Ordinance No. 1899 adding Chapter 33 to the Fontana Municipal Code (“FMC”) to regulate commercial cannabis businesses within the City;
WHEREAS, on October 25, 2022, the City Council adopted Ordinance No. 1906 amending Chapter 30 and Chapter 33 to rename “commercial cannabis” to “cannabis retailer-storefront” and reference special regulations for same and to make minor modifications to Chapter 33 related to phasing, authorization letters, and locations for permit applications along with limiting the number of permits to be issued to any applicant to one;
WHEREAS, the City, under various statutory provisions under the California Government Code, may set and collect fees for the costs of providing various public services to the community;
WHEREAS, notice of a public hearing regarding all matters related to this resolution was mailed, published, posted and distributed in accordance with the provisions of the California Government Code;
WHEREAS, pursuant to FMC Section 33-27(a), the City Council, by resolution, may establish various fees and charges associated with the operation of a commercial cannabis business as referenced or determined;
WHEREAS, the City Council finds that fees for cannabis-related services subject to the Mitigation Fee Act and proposed for adoption by this Resolution, will not exceed the actual cost of providing the services for which the fees are collected; WHEREAS, the City Council further finds that City revenues from the effective date of this Resolution, from fees for cannabis-related services subject to the FMC Chapter 33, and reflected in the fee schedule adopted pursuant to this 284
Resolution, will not exceed the estimated amount of funds required to provide the services for which they will be charged;
WHEREAS, on January 24, 2023, at a duly noticed public meeting, the City Council considered establishment of various fees arising from and relating to commercial cannabis businesses and activities;
WHEREAS, the City Council has considered any verbal and/or written testimony, and has reviewed and considered the information in the fee study and supporting data presented in support of this Resolution, together with information provided at the public hearing by staff and the public; WHEREAS, the City Council finds that the fees established by this Resolution are based upon the reasonable cost or providing the administrative and regulatory services that necessarily arise from and relate to cannabis businesses and activities in the City; and
WHEREAS, the City Council now approves the adoption of the fees reflected in the schedule attached hereto as Exhibit "A;" NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana, as follows:

SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis and foundation for the City's adoption of this Resolution.

SECTION 2. The adoption of the fees and charges reflected in the schedule attached hereto, and incorporated by this reference herein as Exhibit “A,” do not qualify as a “project” subject to the California Environmental Quality Act (CEQA) because the adoption of the fees and charges will not result in a direct or reasonably foreseeable indirect physical change in the environment. (State CEQA Guidelines, § 15060(c)(2).) Moreover, under State CEQA Guidelines section 15378(b)(4), the creation of government funding mechanisms like the fees and charges at issue here are excluded from the definition of a “project” subject to CEQA. Alternatively, the imposition of fees is subject to the “common sense” exemption set forth in State CEQA Guidelines section 15061(b)(3), because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

SECTION 3. Commencing on the effective date of this Resolution, and established under FMC Chapter 33 Cannabis Business and Activities, the fees and charges reflected in the schedule attached hereto, and incorporated by this reference herein as Exhibit "A," are adopted.

SECTION 4. The fees and charges reflected in Exhibit"A," all of which are new, and established under FMC Chapter 33 Cannabis Business and Activities, shall be effective not earlier than sixty (60) days after the adoption of this Resolution. 285
SECTION 5. Pursuant to the terms under which they applied for their respective permits, all applicants for permits to engage in cannabis business and activities in the City prior to the effective date of this Resolution will have the duty to pay the City's cannabis businesses and activities permit application fee as now adopted. Future applicants will pay the entire application fee at the time when they file their applications with the City.

SECTION 6. The Director of Finance is hereby authorized and directed to incorporate the fees and charges documented in Exhibit "A" into the City's Comprehensive Fee Schedule.

SECTION 7. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it shall become effective immediately upon its approval.

ADOPTED by the City Council of the City of Fontana, California, at a regular meeting of the City Council held on the 24th day of January, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

City of Fontana
________________________________
Acquanetta Warren, Mayor
ATTEST:
________________________________
Germaine McClellan Key, City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
________________________________
Ruben Duran, City Attorney
286
EXHIBIT "A"
The following fees are established for and applicable to City services arising from and related to cannabis businesses and activities, as described in Chapter 33 of the Fontana Municipal Code:
 Cannabis Application Fee (Sec. 33-8(a)(12).) $17,500.00  Cannabis Zoning Request Letter $ 300.00
 Background Check Fee (Sec. 33-7(b)(1) $ 300.00
 Cannabis Permit Fee (Sec. 33-9(l).) $ 9,100.00
 Cannabis Permit Renewal Fee (Sec. 33-12.) $ 2,300.00
 Change in Ownership Fee (Sec. 33-18.) $ 3,600.00
 Change in Name Only Fee (Sec. 33-19.) $ 2,300.00
 Cannabis Appeal Deposit (Sec. 33-14(2)(f).): $ 5,000.00 287
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1924 Agenda Date: 1/24/2023
Agenda #: B. Category: Public Hearing
FROM:

Development Services
SUBJECT:

Adoption of a Resolution of the City Council of the City of Fontana Discontinuing and Abandoning Certain Parkland to Allow for the Conveyance of Park Property in Exchange for Privately Owned Property (Government Code Section 38440 et seq.)
-ORAdoption of a Resolution of the City Council of the City of Fontana Terminating Proceedings to Discontinue and Abandon Certain Parkland (Government Code Section 38440 et seq.) Determination that the City Council’s actions are exempt from CEQA.

RECOMMENDATION:

Conduct Public Hearing, Hear and Pass on Protests, Determine Whether to Discontinue and Abandon Certain Parkland or to Terminate Discontinuance Proceedings COUNCIL GOALS:
· Practice sound fiscal management by living within our means while investing in the future. · Invest in the City's infrastructure (streets, sewers, parks, etc.) by improving the aesthetics of the community.
· 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.

DISCUSSION:

Background
On September 23, 1997, Ten-Ninety, LTD quit-claimed the deed of an approximately 9.96 acre parcel of vacant land identified as APN 0237-411-13 (the “City Property”) to the City, which was formally accepted by the City on May 2, 1999.

NH Southridge LLC has a contractual right to acquire property neighboring the City Property and approached the City with an offer to purchase the City Property and thereafter dedicate to the City approximately five (5) acres of adjacent property, including three-and-a-half acres of open space and trails, and one-and-a-half acres of a proposed “Trailhead Park,” which would include a passive park.

In order to facilitate that transaction, on February 22, 2022, the City Council adopted Resolution No. 2022-013, a Resolution of Intention describing the City Property to be abandoned and ordered a City of Fontana Page 1 of 5 Printed on 1/19/2023
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2022-013, a Resolution of Intention describing the City Property to be abandoned and ordered a public hearing on the proposed abandonment be set for April 12, 2022.

On April 12, 2022, a public hearing was held by the City Council regarding the proposed abandonment of the City Property. During the public hearing, members of the public spoke regarding their desire to ensure biking activities on or near the City Property could still occur.

Following a public hearing, the City Council adopted Resolution No. 2022-027, a Resolution abandoning the Property pursuant to the Municipal Park Abandonment Law of 1939 (Government Code sections 38501 et seq.) and directed staff to work with the groups heard during the public hearing to find a resolution to their concerns.

On June 14, 2022, the City Council approved an Option to Purchase Agreement with NH Southridge LLC for the City Property (“Original Option to Purchase Agreement”).

Subsequent to that approval, the City has continued to work with NH Southridge and the biking community to ensure continued access to mountain biking trails in the vicinity of the City Property. In the meantime, a group of individuals who are not associated with the biking community brought a lawsuit against the City, seeking a writ of mandate directing the City to vacate the actions taken on April 12 and June 14, 2022 related to the City Property.

NH Southridge LLC thereafter approached the City with an alternative proposal regarding the City Property and its adjacent property. This alternative proposal became possible due to NH Southridge LLC’s recent expansion of its contractual right to acquire additional property in the vicinity.

As explained in the November 16, 2022 correspondence from NH Southridge LLC entitled “Revised Offer to Swap and Improve Property for Bird Farm Parcel,” the revised proposal (“Revised Offer”) would provide members of the public, including mountain bikers and hikers, with permanent access to the City’s Southridge Village Open Space Reserve (the “Reserve”), and would entail the following:

1. NH Southridge LLC would exchange approximately 10.3 acres of property (“Exchange Property”) for the City Property, which would create circulation, connectively, and access to the Reserve to and from the City Property.

2. NH Southridge LLC would pay the City $1,000,000.

3. NH Southridge LLC would construct an approximately 1.6 acre public park at the corner of Live Oak Avenue and Village Drive, at an estimated cost of $950,000. As currently envisioned, this proposed park would have a new parking lot, passive play area, pickleball courts, trailhead entrances, and related improvements. All expenses related to the proposed park would be paid by NH Southridge LLC, not the City.

4. NH Southridge LLC would also remove boulders and rocks hanging from the face of the old granite quarry and install a rockfall protection barrier on nearby City-owned property to increase the safety of that property. This work is estimated to cost $1,700,000.

The Revised Offer would provide permanent legal access to the Reserve (currently members of the public have been trespassing through privately-owned property to access the Reserve) and create City of Fontana Page 2 of 5 Printed on 1/19/2023
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more than 700 acres of contiguous parkland and open space owned by the City.

Based on the facts of the Revised Offer, the most appropriate process for discontinuing use of the City Property is set forth in Government Code section 38441, which applies to an “exchange for an equal or greater area or value of privately owned land contiguous to the park.” As set forth below, staff believes that all necessary findings can be made to support the transaction.

In order to consider the Revised Offer, on December 12, 2022, the City Council (i) approved the termination of the Original Option to Purchase Agreement; (ii) adopted Resolution 2022-141, vacating its action in Resolution 2022-027 abandoning undeveloped City-owned parkland; and (iii) adopted Resolution 2022-142 declaring its intent to discontinue and abandon use of a portion of a public park and convey that minor portion of park area. (Attachment 1).

As the next steps in the process of considering the Revised Offer, the City must conduct a public hearing to meet, hear, and pass on any written or oral protests against the proposed discontinuance or the extent thereof. If the City Council sustains the protests against the proposed discontinuance, the proceedings would terminate. Alternatively, the City Council may sustain protests as to one portion, and overrule them as to another portion of the City Property by a two-thirds vote. Finally, the City Council may overrule all protests by a two-thirds vote, and then may order the City Property to be discontinued as a park and exchanged pursuant to Government Code section 38441.

Government Code section 38441 authorizes the City to convey a minor portion of a park in exchange for an equal or greater area or value of privately owned land contiguous to the park after: (a) notice and a public hearing, (b) a determination that the exchange is in the public interest, and (c) adoption of a resolution of discontinuance. As set forth below, the Revised Offer appears to satisfy all requirements for such an exchange.

Minor Portion of the Park
The portion of the park under consideration is an approximately 9.96 acre parcel of vacant land identified as APN 0237-411-13 (defined above as the “City Property”) within the boundaries of the park known as Southridge Park, located at 14501 Live Oak Avenue, Fontana, California. Southridge Park is approximately 25.9 acres. Portions of Southridge Park not proposed to be abandoned and exchanged are used as active and passive parkland, with maintained landscaping, mature trees, ball fields, barbecue areas, basketball court, picnic tables, playground equipment, snack bar, soccer field, tennis courts, and restrooms. These improved portions of Southridge Park are heavily used by City residents and visitors. In contrast, the City Property, as defined above, is unimproved vacant land, seldom used by City residents and visitors. Further, as indicated above, the proposed exchange would link Southridge Park with the Reserve, thereby creating more than 700 acres of contiguous parkland and open space owned by the City. Taking into account relative size, improvements, and use, the City Property is a minor portion of Southridge Park. (Attachment 2).

Exchange for Equal or Greater Area or Value
The City Property is approximately 9.96 acres. The Exchange Property is approximately 10.3 acres.

Therefore, under the Revised Offer, the portion of the park that would be exchanged for privately owned land is of greater area. (Attachment 2).

Privately Owned Land is Contiguous to the Park
The Exchange Property is contiguous to Southridge Park. (Attachment 2). The exchange would City of Fontana Page 3 of 5 Printed on 1/19/2023
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The Exchange Property is contiguous to Southridge Park. (Attachment 2). The exchange would provide members of the public, including mountain bikers and hikers, with permanent access to the Reserve and would create circulation, connectively, and access to the Reserve to and from Southridge Park.

Compliance with Notice and Public Hearing Requirements
On December 21, 2022, a Notice of Proposed Discontinuance of Public Park Land was posted at three locations, no more than 300 feet apart, along exterior boundaries of the City Property (Attachment 4). The Notices included copies of Resolution 2022-142. The Notices were printed on 11x17 paper, laminated, and stapled onto stakes. All Notices were still in place when City staff returned to the City Property on January 3, 2023. (Attachment 4).

Resolution 2022-142 was published in the San Bernardino Sun on December 23, 2022, and December 30, 2022. (Attachment 4).

The City Council is scheduled to hold a public hearing on January 24, 2023. A public hearing was noticed in the San Bernardino Sun on January 14, 2023. (Attachment 4.) The City is in compliance with all notice and public hearing requirements.

The Exchange is in the Public Interest
The exchange of the City Property for the Exchange Property will result in more total acreage of parkland. The exchange will provide members of the public, including mountain bikers and hikers, with permanent access to the Reserve and create more than 700 acres of contiguous parkland and open space owned by the City.

Additionally, the City would receive a 1.6 acre public park at the corner of Live Oak Avenue and Village Drive, at an estimated cost of $950,000. As currently envisioned, this proposed park would have a new parking lot, passive play area, pickleball courts, trailhead entrances, and related improvements. All expenses related to the proposed park would be paid by NH Southridge LLC, not the City. The City Property is currently unimproved vacant land, so the inclusion of nearby improved parkland is a benefit to the public.

Further, as part of the exchange, NH Southridge LLC would also remove boulders and rocks hanging from the face of the old granite quarry and install a rockfall protection barrier on nearby City-owned property to increase the safety of that property. Increased safety of City-owned property is in the public interest.

Overall, based on the entirely of the Revised Offer, the exchange is in the public interest.

Surplus Land Act
The Surplus Land Act (Government Code section 54220 et seq.) requires local agencies to formally declare land “surplus land” or “exempt surplus land” before taking action to “dispose” of the land. The City is not proposing to dispose of the City Property under the Surplus Land Act, however, but rather, as described above, is proceeding under a separate statute that specifically authorizes the exchange of certain park property under specified circumstances. Accordingly, the Surplus Land Act is inapplicable. Moreover, even if the Surplus Land Act applied, the City Property would qualify as City of Fontana Page 4 of 5 Printed on 1/19/2023
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inapplicable. Moreover, even if the Surplus Land Act applied, the City Property would qualify as “exempt surplus land” under the Act, i.e., as land that a local agency is exchanging for another property necessary for the local agency’s use (Government Code sections 54221(f)(1)(C) and 54222.3).

ENVIRONMENTAL REVIEW:

Should the City Council determine to move forward with the proposed discontinuance/exchange, the contemplated exchange of property would be contingent upon the City’s approval of entitlements, after compliance with CEQA. Public agencies are permitted to enter into preliminary agreements regarding the disposition and/or development of property prior to CEQA compliance, so long as such agreements are conditioned on future CEQA compliance in such a way that the agency has not committed itself to a definite course of action regarding a project. (See, e.g., Cedar Fair, L.P. v. City of Santa Clara (2011) 194 Cal.App.4th 1150; Delaware Tetra Technologies, Inc. v. County of San Bernardino (2016) 247 Cal.App.4th 352; Bridges v. Mt. San Jacinto Community College Dist. (2017) 14 Cal.App.5th 104.) Accordingly, a decision by the City to move forward with the proposed contingent exchange under Government Code section 38441 would not commit the City to any definite course of action and does not constitute approval of any “project” for purposes of CEQA.

FISCAL IMPACT:

None.

MOTION:

Should the City Council desire to overrule all protests and discontinue and abandon the City Property, a motion could be made as follows: “Motion to Approve Resolution No. 2023-XX.” This motion must be approved by a 2/3 vote pursuant to Government Code 38450 in order for the protests to be overruled.

Should the City Council desire to sustain the protests and terminate proceedings to discontinue and abandon the City Property, a motion could be made as follows: “Motion to Approve Resolution No. 2023-XX.”
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-1915 Agenda Date: 12/12/2022
Agenda #: A. Category: Consent Calendar
FROM:

Development Services
SUBJECT:

Termination of the Option to Purchase Agreement with NH Southridge LLC for Assessor Parcel Number 0237-411-13 that was approved by the City Council on June 14, 2022.

RECOMMENDATION:

Approve Termination of the Option to Purchase Agreement with NH Southridge LLC for Assessor Parcel Number 0237-411-13; and
Adopt Resolution No. 2022-141, of the City Council of the City of Fontana Vacating Its Action in Resolution 2022-027 Abandoning Undeveloped City-Owned Parkland; and Adopt Resolution No. 2022-142, of the City Council of the City of Fontana Declaring Its Intent to Discontinue and Abandon Use of a Portion of a Public Park and Convey that Minor Portion of Park Area.

Determination that the City’s Actions are Exempt from CEQA COUNCIL GOALS:

Practice sound fiscal management by living within our means while investing in the future.

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 improving the aesthetics of the community.

DISCUSSION:

Background
On September 23, 1997, Ten-Ninety, LTD quit-claimed the deed of an approximately 9.96 acre parcel of vacant land identified as APN 0237-411-13 (the “City Property”) to the City, which was formally accepted by the City on May 2, 1999.

NH Southridge LLC owns property neighboring the City Property and approached the City with an offer to purchase the City Property and thereafter dedicate to the City approximately five (5) acres of adjacent property, including three-and-a-half acres of open space and trails, and one-and-a-half City of Fontana Page 1 of 4 Printed on 12/10/2022
powered by Legistar™ ATTACHMENT NO. 1