Organizational Conflicts of Interest.
An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.
The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52
The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices.
The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52
Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
Survivability.
Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.
Severability.
If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
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Exhibit C: Requirements
Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.
The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
Website.
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.
Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
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Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
EPEAT Registration.
Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Third-Party Products.
Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).
Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52
not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
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Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)
CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
1 1B-4 Displays 2.5%
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 2B-1 Commercial Chromebooks 15.0%
2 2B-2 Consumer Chromebooks 15.0%
2 2B-3 Projectors/Monitors/Other Electronics 2.5%
2 2B-4 Displays 2.5%
2 2B-5 Imaging 2.5%
2 2B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 2 2B-7 Spare Parts related to Band 2 0.5%
2 2B-8 Customer Kits 15.0%
2 2B-9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Bands 1 & 2
1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%
2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%
3. Other Discount(s)
Band 3
1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts
2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%
3. Other Discount(s)
Additional discount(s) available.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.
DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):
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Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.
• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.
• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercialand-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.
• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).
These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Quotation
22892 Mill Creek Drive Date: 11/20/25
Laguna Hills, CA 92653 Quotation #: SIDQ56202-01
Phone (949)748-8700; Fax (949)748-8706 www.sidepath.comValid Until: 12/20/25 Prepared By: Kristen Norem
Project ID: SIDPROJECT52680
Bill To: Ship To:
City of Fontana City of Fontana Attn: IT Billing Attn: Chris Beck 8353 Sierra Ave
Fontana, CA 92335-3528
8353 Sierra Ave
Fontana, CA 92335-3528
Phone: (909) 350-7600 Phone: (909) 350-6791
Email: [email protected] Email: [email protected] Qty Item Code Description Unit Price Ext. Price
NASPO Agmt 23026 | State Addendum #7-23-70-55-01
VSAN Ready Node R670 - PD
4 210-BQKF VSAN-RN R670 $3,537.43 $14,149.72
4 634-CGYJ vSAN Express Storage Architecture AF-0 $0.00 $0.00 4 350-BCBF NVMe, VSAN Ready Node $0.00 $0.00
4 350-BDDY IDM/Personality Module, VSAN-RN R670 $42.46 $169.84 4 321-BLND Chassis up to 16 E3.S NVMe Direct Drives $207.72 $830.88 4 338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $530.28 $2,121.12 Cache, Turbo, (190W) DDR5-6400
4 338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $530.28 $2,121.12 Cache, Turbo, (190W) DDR5-6400
4 379-BDCO Additional Processor Selected $0.00 $0.00
4 412-BCBS Heatsink for 2 CPU configuration (CPU less than 225W) $52.90 $211.60 4 370-AAIP Performance Optimized $0.00 $0.00
4 370-BCCX 6400MT/s RDIMMs $0.00 $0.00
64 370-BCCY 32GB RDIMM, 6400MT/s, Dual Rank $373.14 $23,880.96 4 780-BCDO C30, No RAID for NVME chassis $0.00 $0.00
4 405-AACD No Controller $0.00 $0.00
4 400-ABHL No Hard Drive $0.00 $0.00
4 345-BKLQ 1.6TB Data Center NVMe Mixed Use AG Drive E3s Gen5 with $1,011.35 $4,045.40 carrier
24 345-BKLR 3.84TB Data Center NVMe Read Intensive AG Drive E3s Gen5 $1,129.55 $27,109.20 with carrier 4 384-BBBL Performance BIOS Settings $0.00 $0.00
4 800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 $0.00 4 387-BBEY No Energy Star $0.00 $0.00
4 384-BDQL PowerEdge 1U High Performance Silver Fan $70.59 $282.36 4 450-BCXC Dual,Redundant(1+1),Hot-PlugMHSPowerSupply,1500WMM(100- $459.86 $1,839.44 240Vac)Titanium
If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 1 of 6 Qty Item Code Description Unit Price Ext. Price
8 492-BBDH Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, $1.42 $11.36 Guam, North Marianas, Philippines, Samoa)
4 330-BDCM Riser Config 8, Rear 3x16 LP (Gen5) Slots, 1x8/x16 OCP(Gen5) $150.29 $601.16 4 338-CRXF PowerEdge R670 Motherboard for RTS 1.2, DAO $0.00 $0.00 4 540-BCRX Broadcom 57504 Quad Port 10/25GbE, SFP28, OCP 3.0 NIC $169.68 $678.72 4 780-BCZQ No OCP Blanks or Cables Required $0.00 $0.00 4 470-AEYU No Cables Required $0.00 $0.00
4 321-BLHX PowerEdge 1U Standard Bezel $8.67 $34.68
4 350-BDDN Dell Luggage Tag for E3 Chassis for x16, x20 or No Backplane $0.00 $0.00 4 403-BDMC BOSS-N1 controller card + with 2 M.2 960GB (RAID 1) (22x80) $806.81 $3,227.24 16 470-ACET Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive Copper $20.35 $325.60 Twinax Direct Attach Cable, 2 Meter
4 611-BBBX No Operating System, No Utility Partition, BOSS $0.00 $0.00 4 605-BBFN No Media Required $0.00 $0.00
4 634-CSGX OpenManage Enterprise Advanced Plus $105.99 $423.96 4 634-CSHS Secure Enterprise Key Manager License 3.0 $44.06 $176.24 4 634-CSHT Secured Component Verification $17.52 $70.08 4 634-CSHY iDRAC10, Enterprise 17G $185.07 $740.28
4 350-BCYJ Blank Left Ear Module $3.54 $14.16
4 379-BETF iDRAC Legacy Password for OCP cards $0.00 $0.00 4 770-BECD ReadyRails Sliding Rails (A15) $21.38 $85.52 4 340-DNSW PowerEdge Shipping $8.67 $34.68
4 340-DSGB PowerEdge R670 Shipping $8.67 $34.68
4 340-DNSY PowerEdge 1U Shipping Material $17.52 $70.08 4 389-FHHY PowerEdge No CCC, No CE Label Marking $0.00 $0.00 4 817-BBBP None Required $0.00 $0.00
4 718-8209 Dell Hardware Limited Warranty Plus Onsite Service $0.00 $0.00 4 718-8243 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,129.75 $4,519.00 Emergency Dispatch 3 Years
4 718-8268 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,181.54 $4,726.16 Emergency Dispatch 2 Years Extended
4 718-8269 ProSupport Plus Mission Critical 7x24 Technical Support and $6,232.48 $24,929.92 Assistance 5 Years
4 951-2015 Thank you for choosing Dell ProSupport Plus. For tech support, $0.00 $0.00 visit //www.dell.com/contactdell
4 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s) $0.00 $0.00 4 900-9997 On-Site Installation Declined $0.00 $0.00
SubTotal $117,465.16
VSAN Ready Node R670 - City Hall
6 210-BQKF VSAN-RN R670 $3,540.39 $21,242.34
6 634-CGYJ vSAN Express Storage Architecture AF-0 $0.00 $0.00 If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 2 of 6 Qty Item Code Description Unit Price Ext. Price
6 350-BCBF NVMe, VSAN Ready Node $0.00 $0.00
6 350-BDDY IDM/Personality Module, VSAN-RN R670 $42.49 $254.94 6 321-BLND Chassis up to 16 E3.S NVMe Direct Drives $207.90 $1,247.40 6 338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $530.71 $3,184.26 Cache, Turbo, (190W) DDR5-6400
6 338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $530.71 $3,184.26 Cache, Turbo, (190W) DDR5-6400
6 379-BDCO Additional Processor Selected $0.00 $0.00
6 412-BCBS Heatsink for 2 CPU configuration (CPU less than 225W) $52.94 $317.64 6 370-AAIP Performance Optimized $0.00 $0.00
6 370-BCCX 6400MT/s RDIMMs $0.00 $0.00
96 370-BCCY 32GB RDIMM, 6400MT/s, Dual Rank $373.46 $35,852.16 6 780-BCDO C30, No RAID for NVME chassis $0.00 $0.00
6 405-AACD No Controller $0.00 $0.00
6 400-ABHL No Hard Drive $0.00 $0.00
6 345-BKLQ 1.6TB Data Center NVMe Mixed Use AG Drive E3s Gen5 with $1,012.20 $6,073.20 carrier
18 400-BOMO 7.68TB NVMe Read Intensive AG Drive E3s Gen5 with carrier $2,438.06 $43,885.08 6 384-BBBL Performance BIOS Settings $0.00 $0.00
6 800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 $0.00 6 387-BBEY No Energy Star $0.00 $0.00
6 384-BDQL PowerEdge 1U High Performance Silver Fan $70.65 $423.90 6 450-BCXC Dual,Redundant(1+1),Hot-PlugMHSPowerSupply,1500WMM(100- $460.23 $2,761.38 240Vac)Titanium
12 492-BBDH Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, $1.42 $17.04 Guam, North Marianas, Philippines, Samoa)
6 330-BDCM Riser Config 8, Rear 3x16 LP (Gen5) Slots, 1x8/x16 OCP(Gen5) $150.41 $902.46 6 338-CRXF PowerEdge R670 Motherboard for RTS 1.2, DAO $0.00 $0.00 6 540-BCRX Broadcom 57504 Quad Port 10/25GbE, SFP28, OCP 3.0 NIC $169.83 $1,018.98 6 780-BCZQ No OCP Blanks or Cables Required $0.00 $0.00 6 470-AEYU No Cables Required $0.00 $0.00
6 321-BLHX PowerEdge 1U Standard Bezel $8.68 $52.08
6 350-BDDN Dell Luggage Tag for E3 Chassis for x16, x20 or No Backplane $0.00 $0.00 6 403-BDMC BOSS-N1 controller card + with 2 M.2 960GB (RAID 1) (22x80) $807.49 $4,844.94 24 470-ACET Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive Copper $20.36 $488.64 Twinax Direct Attach Cable, 2 Meter
6 611-BBBX No Operating System, No Utility Partition, BOSS $0.00 $0.00 6 605-BBFN No Media Required $0.00 $0.00
6 634-CSGX OpenManage Enterprise Advanced Plus $106.07 $636.42 6 634-CSHS Secure Enterprise Key Manager License 3.0 $44.09 $264.54 6 634-CSHT Secured Component Verification $17.54 $105.24 If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 3 of 6 Qty Item Code Description Unit Price Ext. Price
6 634-CSHY iDRAC10, Enterprise 17G $185.23 $1,111.38
6 350-BCYJ Blank Left Ear Module $3.54 $21.24
6 379-BETF iDRAC Legacy Password for OCP cards $0.00 $0.00 6 770-BECD ReadyRails Sliding Rails (A15) $21.41 $128.46 6 340-DNSW PowerEdge Shipping $8.68 $52.08
6 340-DSGB PowerEdge R670 Shipping $8.68 $52.08
6 340-DNSY PowerEdge 1U Shipping Material $17.54 $105.24 6 389-FHHY PowerEdge No CCC, No CE Label Marking $0.00 $0.00 6 817-BBBP None Required $0.00 $0.00
6 718-8209 Dell Hardware Limited Warranty Plus Onsite Service $0.00 $0.00 6 718-8243 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,130.70 $6,784.20 Emergency Dispatch 3 Years
6 718-8268 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,182.52 $7,095.12 Emergency Dispatch 2 Years Extended
6 718-8269 ProSupport Plus Mission Critical 7x24 Technical Support and $6,237.64 $37,425.84 Assistance 5 Years
6 951-2015 Thank you for choosing Dell ProSupport Plus. For tech support, $0.00 $0.00 visit //www.dell.com/contactdell
6 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s) $0.00 $0.00 6 900-9997 On-Site Installation Declined $0.00 $0.00
SubTotal $179,532.54
VSAN Ready Node R670 - DMZ
4 210-BQKF VSAN-RN R670 $3,492.51 $13,970.04
4 634-CGYJ vSAN Express Storage Architecture AF-0 $0.00 $0.00 4 350-BCBF NVMe, VSAN Ready Node $0.00 $0.00
4 350-BDDY IDM/Personality Module, VSAN-RN R670 $41.93 $167.72 4 321-BLND Chassis up to 16 E3.S NVMe Direct Drives $205.09 $820.36 4 338-CTBF Intel Xeon 6 Performance 6515P 2.3G, 16C/32T, 24GT/s, 72M $313.91 $1,255.64 Cache, Turbo, (150W) DDR5-6400
4 338-CTBF Intel Xeon 6 Performance 6515P 2.3G, 16C/32T, 24GT/s, 72M $313.91 $1,255.64 Cache, Turbo, (150W) DDR5-6400
4 379-BDCO Additional Processor Selected $0.00 $0.00
4 412-BCBS Heatsink for 2 CPU configuration (CPU less than 225W) $52.23 $208.92 4 370-AAIP Performance Optimized $0.00 $0.00
4 370-BCCX 6400MT/s RDIMMs $0.00 $0.00
64 370-BCCY 32GB RDIMM, 6400MT/s, Dual Rank $368.41 $23,578.24 4 780-BCDO C30, No RAID for NVME chassis $0.00 $0.00
4 405-AACD No Controller $0.00 $0.00
4 400-ABHL No Hard Drive $0.00 $0.00
12 345-BKFR 1.92TB Data Center NVMe Read Intensive AG Drive E3s Gen5 $557.59 $6,691.08 with carrier If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 4 of 6 Qty Item Code Description Unit Price Ext. Price
4 384-BBBL Performance BIOS Settings $0.00 $0.00
4 800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 $0.00 4 387-BBEY No Energy Star $0.00 $0.00
4 384-BDQL PowerEdge 1U High Performance Silver Fan $69.70 $278.80 4 450-BDRS Dual,Redundant(1+1),Hot-PlugMHSPowerSupply,1100WMM(100- $436.36 $1,745.44 240Vac)Titanium
8 492-BBDH Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, $1.39 $11.12 Guam, North Marianas, Philippines, Samoa)
4 330-BDCM Riser Config 8, Rear 3x16 LP (Gen5) Slots, 1x8/x16 OCP(Gen5) $148.38 $593.52 4 338-CRXF PowerEdge R670 Motherboard for RTS 1.2, DAO $0.00 $0.00 4 540-BCRX Broadcom 57504 Quad Port 10/25GbE, SFP28, OCP 3.0 NIC $167.52 $670.08 4 780-BCZQ No OCP Blanks or Cables Required $0.00 $0.00 4 470-AEYU No Cables Required $0.00 $0.00
4 321-BLHX PowerEdge 1U Standard Bezel $8.57 $34.28
4 350-BDDN Dell Luggage Tag for E3 Chassis for x16, x20 or No Backplane $0.00 $0.00 4 403-BDMC BOSS-N1 controller card + with 2 M.2 960GB (RAID 1) (22x80) $796.57 $3,186.28 16 470-ACET Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive Copper $20.09 $321.44 Twinax Direct Attach Cable, 2 Meter
4 611-BBBX No Operating System, No Utility Partition, BOSS $0.00 $0.00 4 605-BBFN No Media Required $0.00 $0.00
4 634-CSGX OpenManage Enterprise Advanced Plus $104.64 $418.56 4 634-CSHS Secure Enterprise Key Manager License 3.0 $43.49 $173.96 4 634-CSHT Secured Component Verification $17.29 $69.16 4 634-CSHY iDRAC10, Enterprise 17G $182.72 $730.88
4 350-BCYJ Blank Left Ear Module $3.49 $13.96
4 379-BETF iDRAC Legacy Password for OCP cards $0.00 $0.00 4 770-BECD ReadyRails Sliding Rails (A15) $21.12 $84.48 4 340-DNSW PowerEdge Shipping $8.57 $34.28
4 340-DSGB PowerEdge R670 Shipping $8.57 $34.28
4 340-DNSY PowerEdge 1U Shipping Material $17.29 $69.16 4 389-FHHX PowerEdge CCC, No CE Label Marking $0.00 $0.00 4 817-BBBP None Required $0.00 $0.00
4 718-8209 Dell Hardware Limited Warranty Plus Onsite Service $0.00 $0.00 4 718-8243 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,115.41 $4,461.64 Emergency Dispatch 3 Years
4 718-8268 ProSupport Plus Mission Critical 4-Hour 7x24 Onsite Service with $1,166.54 $4,666.16 Emergency Dispatch 2 Years Extended
4 718-8269 ProSupport Plus Mission Critical 7x24 Technical Support and $6,153.36 $24,613.44 Assistance 5 Years
4 951-2015 Thank you for choosing Dell ProSupport Plus. For tech support, $0.00 $0.00 visit //www.dell.com/contactdell
If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 5 of 6 Qty Item Code Description Unit Price Ext. Price
4 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s) $0.00 $0.00 4 900-9997 On-Site Installation Declined $0.00 $0.00
SubTotal $90,158.56
Professional Services and Installation
1 SID-PS2-VMW-VCFCORE VCF Core $50,000.00 $50,000.00
Deployment of VMware Cloud Foundation (VCF), including ESXi, vSphere, vSAN, and VCF Operations. Provides a single management and workload domain integrated with existing network, DNS, NTP, and identity services. Includes configuration of vCenter, vSAN clusters, OMEVV, and delivery of standard Sidepath template "as-built" documentation with knowledge transfer. Excludes VM migrations, upgrades, and existing environment troubleshooting.
Sidepath implementation service provides a base-level
PowerEdge server deployment. Service includes installation of PowerEdge servers into compatible racks, integration with an existing network with appropriate labeling and cable management within the rack.
Sidepath ReadyCare is included as a one-time comprehensive update/upgrade engagement—covering planning, health checks, and execution—for all hardware and VMware components across the City Hall, Police Department, and DMZ clusters, and may be used within 12 months after all three clusters have been deployed.
SubTotal $50,000.00
Payment Terms from Ship Date: Net 30
Pricing does not include Sales Tax or Shipping/Handling unless specifically stated in quote. CA Shipments: CA Electronic Waste Recycling (eWaste) Fee will apply to monitors, laptops or tablets. Product Total $437,156.26 Taxes $23,444.29
Shipping $0.00
Grand Total $460,600.55
Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by Sidepath's Purchasing Terms and Conditions, which are located at: www.sidepath.com/terms. The Purchasing Terms and Conditions are incorporated herein by reference and available in hard copy upon your request.
Note: Sidepath will collect sales tax for orders shipped to these states: AZ, CA, GA, HI, MA, NV, NY, NC, TX, VA and WA. For orders shipped outside of these states, it will be the customer's responsibility to report the tax as Sales & Use Tax.
Please contact me if I can be of further assistance.
THANK YOU FOR YOUR BUSINESS!
Accepted by:_________________________________ Title:_______________________________ Date:___________ PO:_______________________ If you have any questions regarding this quotation, please contact: Krunal Patel | (949) 396-3743 | [email protected] This document is proprietary and confidential and is intended solely for the recipient. No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath - Fontana - Intel VSRN Solution PD and CH Page 6 of 6 City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0761 Agenda Date: 2/10/2026
Agenda #: E. Category: Consent Calendar
FROM:
Public Works
SUBJECT:
Award Bid for Auto Body Repair Services PW-26-67-SB
RECOMMENDATION:
Award bid and authorize the City Manager to enter into a contract with Inland Body and Paint Center, ProColor Collisions, and Gerber Collision Center, for autobody services (PW-26-27-SB), for a period of two (2) years, renewable for three (3) additional one (1) year increments at the City’s sole discretion.
COUNCIL GOALS:
· Operate in a businesslike manner by correcting problems immediately.
DISCUSSION:
The Public Works Department provides maintenance and repair services for the city’s fleet, comprised of over 485 vehicles and equipment. These vehicles are used by all city departments, including Police, Public Works, Community Services, Engineering, Building and Safety, Information Technology, Human Resources, City Clerk, Management Services, and Administration. In providing maintenance and repair services, the Department contracts for auto body repair. The general scope of body work for auto body repairs includes, but is not limited to, frame straightening, sheet metal work, installation of city-provided graphics and logos, removal of safety equipment, and paint work.
The Purchasing Office Staff has completed the formal bidding process for auto body repair services.
One hundred and fifty-one (151) bidders were notified of the bid. Bid packets were downloaded/received by twelve (12) vendors and there were seven (7) bid responses. Twenty-three (23) Fontana vendors were notified. Five (5) Fontana vendor responses were received. After evaluating the vendor responses, the Purchasing Division is recommending the top three (3) ranking businesses. Inland Body & Paint Center located in Fontana, CA, ProColor Collision located in Fontana, CA and Gerber Collision Center located in San Bernardino, CA as they are the lowest, most responsive, and responsible bidder. The Public Works Department concurs with the Purchasing Offices recommendation.
FISCAL IMPACT:
Funds have been budgeted in the current Fiscal Year 2025/2026 operating budget specifically in the Fleet Operations Fund 751, Org 75137305. Existing purchase orders will be disencumbered to cover the cost of the new vendors, not to exceed $200,000 for the remainder of the fiscal year. The total annual expenditures are estimated at $365,000.
City of Fontana Page 1 of 2 Printed on 2/3/2026
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File #: 26-0761 Agenda Date: 2/10/2026
Agenda #: E. Category: Consent Calendar
MOTION:
Approve staff recommendation.
City of Fontana Page 2 of 2 Printed on 2/3/2026
powered by Legistar™
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
City of Fontana
Auto Body Repair Services (PW-26-67-SP), bidding on 11/06/2025 2:00 PM (PST)
Printed 01/29/2026
PlanetBids
1 16498.00150\32126437.1
CITY OF FONTANA
PROFESSIONAL SERVICES AGREEMENT
PW-26-67-SP
This Agreement is made and entered into as of February10, 2026 by and between the City of Fontana, a public agency organized and operating under the laws of the State of California with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335 (“City”), and Gerber Collision and Glass, a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at 1790 South E Street, San Bernardino, CA 92408 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Auto Body Repair Services
(hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ [Insert amount of compensation]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following 2 16498.00150\32126437.1
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term.
The term of this Agreement shall be from February 10, 2026, to February 9, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
3 16498.00150\32126437.1
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
4 16498.00150\32126437.1
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall 5 16498.00150\32126437.1
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General 6 16498.00150\32126437.1
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is 7 16498.00150\32126437.1
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, 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 Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total 8 16498.00150\32126437.1
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved
16. Laws and Venue.
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. 17 Termination or Abandonment
9 16498.00150\32126437.1
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign _________________________ as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: Eric Ninemire
CONSULTANT:
Gerber Collision and Glass
1790 South E Street
San Bernardino, CA 92408
Attn: Ron Miller
and shall be effective upon receipt thereof.
10 16498.00150\32126437.1
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
11 16498.00150\32126437.1
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]
12 16498.00150\32126437.1
CITY OF FONTANA
SIGNATURE PAGE
PW-26-67-SP
CITY OF FONTANA
By:
City Manager
VENDOR NAME.
By:
[INSERT NAME]
[INSERT TITLE]
Attest:
By:
City Clerk’s Office
By:
[INSERT NAME]
[INSERT TITLE]
By:
Deputy City Manager
Approved as to form:
Best Best & Krieger LLP
City Attorney
By: _____________________________
Public Works Director/City Engineer
IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: ______________________________
Human Resources & Risk Management Director
IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES ___________________________________
Chief Financial Officer
Purchasing Office
13 16498.00150\32126437.1
EXHIBIT “A”
SCOPE OF SERVICES
A per terms, conditions, and specifications of PW-26-67-SP 14 16498.00150\32126437.1
EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
CITY OF FONTANA LABOR RATES
BODY LABOR RATES: $55.00
PAINT LABOR RATES: $55.00
MECHANICAL: $120.00
FRAME: $75.00
MATERIAL PER HOUR: $55.00
SUBLET: PER INVOICE PLUS 20%
1 16498.00150\32126437.1
CITY OF FONTANA
PROFESSIONAL SERVICES AGREEMENT
PW-26-67-SP
This Agreement is made and entered into as of February10, 2026 by and between the City of Fontana, a public agency organized and operating under the laws of the State of California with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335 (“City”), and Inland Body and Paint, a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at 15445 Valencia Avenue, Fontana, CA 92335 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Auto Body Repair Services
(hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ [Insert amount of compensation]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following 2 16498.00150\32126437.1
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term.
The term of this Agreement shall be from February 10, 2026, to February 9, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
3 16498.00150\32126437.1
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
4 16498.00150\32126437.1
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall 5 16498.00150\32126437.1
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General 6 16498.00150\32126437.1
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is 7 16498.00150\32126437.1
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, 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 Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total 8 16498.00150\32126437.1
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved
16. Laws and Venue.
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. 17 Termination or Abandonment
9 16498.00150\32126437.1
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign _________________________ as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: Eric Ninemire
CONSULTANT:
Inland Body & Paint Center
5445 Valencia Avenue
Fontana, CA 92335
Attn: Frank Montes
and shall be effective upon receipt thereof.
10 16498.00150\32126437.1
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
11 16498.00150\32126437.1
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]
12 16498.00150\32126437.1
CITY OF FONTANA
SIGNATURE PAGE
PW-26-67-SP
CITY OF FONTANA
By:
City Manager
VENDOR NAME.
By:
[INSERT NAME]
[INSERT TITLE]
Attest:
By:
City Clerk’s Office
By:
[INSERT NAME]
[INSERT TITLE]
By:
Deputy City Manager
Approved as to form:
Best Best & Krieger LLP
City Attorney
By: _____________________________
Public Works Director/City Engineer
IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: ______________________________
Human Resources & Risk Management Director
IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES ___________________________________
Chief Financial Officer
Purchasing Office
13 16498.00150\32126437.1
EXHIBIT “A”
SCOPE OF SERVICES
A per terms, conditions, and specifications of PW-26-67-SP 14 16498.00150\32126437.1
EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
1 16498.00150\32126437.1
CITY OF FONTANA
PROFESSIONAL SERVICES AGREEMENT
PW-26-67-SP
This Agreement is made and entered into as of February10, 2026 by and between the City of Fontana, a public agency organized and operating under the laws of the State of California with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335 (“City”), and ProColor Collision Fontana, a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at 17855 Foothill Blvd., Fontana, CA 92335 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Auto Body Repair Services
(hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ [Insert amount of compensation]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following 2 16498.00150\32126437.1
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term.
The term of this Agreement shall be from February 10, 2026, to February 9, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
3 16498.00150\32126437.1
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
4 16498.00150\32126437.1
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall 5 16498.00150\32126437.1
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General 6 16498.00150\32126437.1
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is 7 16498.00150\32126437.1
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, 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 Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total 8 16498.00150\32126437.1
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved
16. Laws and Venue.
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. 17 Termination or Abandonment
9 16498.00150\32126437.1
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign _________________________ as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: Eric Ninemire
CONSULTANT:
ProColor Collision Fontana
17855 Foothill Blvd.
Fontana, CA 92335
Attn: Jimmy Hassan
and shall be effective upon receipt thereof.
10 16498.00150\32126437.1
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
11 16498.00150\32126437.1
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]
12 16498.00150\32126437.1
CITY OF FONTANA
SIGNATURE PAGE
PW-26-67-SP
CITY OF FONTANA
By:
City Manager
VENDOR NAME.
By:
[INSERT NAME]
[INSERT TITLE]
Attest:
By:
City Clerk’s Office
By:
[INSERT NAME]
[INSERT TITLE]
By:
Deputy City Manager
Approved as to form:
Best Best & Krieger LLP
City Attorney
By: _____________________________
Public Works Director/City Engineer
IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: ______________________________
Human Resources & Risk Management Director
IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES ___________________________________
Chief Financial Officer
Purchasing Office
13 16498.00150\32126437.1
EXHIBIT “A”
SCOPE OF SERVICES
A per terms, conditions, and specifications of PW-26-67-SP 14 16498.00150\32126437.1
EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
Firms Ranking
Inland Body and Paint 1
Fontana, CA
ProColor Collisions 2
Fontana, CA
Gerber Collision Center 3
San Bernardino, CA
Banh Collision Center 4
Fontana, CA
TEC Equipment 5
Fontana, CA
All Magic Paint and Body 6
Fontana, CA
MaCray Enterprises 7
San Bernardino, CA
Evaluation
PROJECT
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0768 Agenda Date: 2/10/2026
Agenda #: F. Category: Consent Calendar
FROM:
Engineering
SUBJECT:
Accept the 2025 TDA Article 3 Grant Awards for the Randall Pepper (O'Day Short) Elementary Safe Routes to School Sidewalk Gap Closure Project, Ted J. Porter Elementary Safe Routes to School Sidewalk Gap Closure Project, Fontana Middle School Safe Routes to School Sidewalk Gap Closure Project, and Citywide Transit Stop Improvements Project RECOMMENDATION:
1. Accept the 2025 Transportation Development Act (TDA) Article 3 Grant Award approved by San Bernardino County Transportation Authority (SBCTA) for the Randall Pepper (O'Day Short) Elementary Safe Routes to School (SRTS) Sidewalk Gap Closure Project in the amount of $250,000.
2. Accept the 2025 Transportation Development Act (TDA) Article 3 Grant Award approved by San Bernardino County Transportation Authority (SBCTA) for the Ted J. Porter Elementary Safe Routes to School (SRTS) Sidewalk Gap Closure Project in the amount of $250,000.
3. Accept the 2025 Transportation Development Act (TDA) Article 3 Grant Award approved by San Bernardino County Transportation Authority (SBCTA) for the Fontana Middle School Safe Routes to School (SRTS) Sidewalk Gap Closure Project in the amount of $475,000.
4. Accept the 2025 Transportation Development Act (TDA) Article 3 Grant Award approved by San Bernardino County Transportation Authority (SBCTA) for the Citywide Transit Stop Improvements Project in the amount of $149,400.
5. Adopt Resolution No. 2026-002, a Resolution of the City Council of the City of Fontana, authorizing the submittal of Claim Forms and Reimbursement Request Forms, and designating the City Engineer to certify project completions for the Randall Pepper (O'Day Short) Elementary Safe Routes to School (SRTS) Sidewalk Gap Closure Project, Ted J. Porter Elementary Safe Routes to School (SRTS) Sidewalk Gap Closure Project, Fontana Middle School Safe Routes to School (SRTS) Sidewalk Gap Closure Project, and the Citywide Transit Stop Improvements Project related to TDA Article 3 Grant Awards.
COUNCIL GOALS:
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File #: 26-0768 Agenda Date: 2/10/2026
Agenda #: F. Category: Consent Calendar
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by utilizing Measure-I Funds wisely.
DISCUSSION:
In August 2025, the City submitted four (4) grant applications to SBCTA for TDA Article 3 for the Randall Pepper (O'Day Short) Elementary Safe Routes to School Sidewalk (“SRTS”) Gap Closure Project, Ted J. Porter Elementary SRTS Gap Closure Project, Fontana Middle School SRTS Sidewalk Gap Closure Project, and the Citywide Transit Stop Improvements Project.
The grant request for the Randall Pepper (O'Day Short) Elementary SRTS Gap Closure Project was in the amount of $250,000 with a local fund match of $383,660. The project will construct missing sidewalks, ADA compliant curb ramps, and ADA compliant driveways along the north side of Filbert Street and the west side of Lemon Street. This will close the missing sidewalk gaps for students attending at least three (3) different schools: Randall Pepper Elementary, Citrus Elementary, and Fontana High School.
The grant request for the Ted J. Porter Elementary SRTS Gap Closure Project was in the amount of $250,000 with a local fund match of $225,061. The project will install new sidewalks, ADA compliant curb ramps, and ADA compliant driveways that will close existing gaps along the south side of Upland Avenue. This will close the missing sidewalk gaps for students attending Ted J. Porter Elementary School.
The grant request for the Fontana Middle School SRTS Sidewalk Gap Closure Project was in the amount of $475,000 with a local fund match of $246,745. The project will construct missing sidewalks, ADA compliant curb ramps, and ADA compliant driveways that will close existing gaps along the south side of Valencia Avenue between Mango Avenue and Palmetto Avenue. This will close the missing sidewalk gaps for students attending Fontana Middle School.
The grant request for the Citywide Transit Stop Improvements Project was in the amount of $149,400 with a local fund match of $48,171.45. The improvements will consist of installing concrete bus pads at seven (7) existing bus stops throughout the City. These locations were identified in Omnitrans’ 2025 accessibility survey as needing improvements to meet Americans with Disabilities Act (ADA) requirements. At these bus stops, the curb is separated from the sidewalk by a strip of grass, landscape, or other non-ADA compliant material, thereby limiting access to and from the bus for persons with disabilities. Concrete bus pads will be constructed at each identified location, improving accessibility for all ridership.
On November 5, 2025, SBCTA Board of Directors approved funding for the four (4) Fontana projects in the amount of $975,000 from the TDA Article 3 Bicycle and Pedestrian Facilities Program and $149,400 from the TDA Article 3 Transit Stop Access Improvements Program.
As part of the TDA Article 3 Grant Requirements for both programs, a resolution by the City Council is required which authorizes the submittal of claims and reimbursements to SBCTA and designates the City of Fontana Page 2 of 3 Printed on 2/5/2026
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File #: 26-0768 Agenda Date: 2/10/2026
Agenda #: F. Category: Consent Calendar
individual authorized to certify project completion. SBCTA has authorized the use of one resolution which identifies the four (4) projects to meet this requirement.
FISCAL IMPACT:
Revenues in Fund 303 (Grants) will be increased by $1,124,400 and appropriations for expenditures in Fund 303 will increase by $1,124,400. The four (4) new projects are included in the mid-year budget adjustments.
The Randall Pepper (O'Day Short) Elementary SRTS Sidewalk Gap Closure Project allocates $250,000 in Fund 303 (Grants) and $383,660 in Fund 241 (AQMD) for the local match.
The Ted J. Porter Elementary SRTS Sidewalk Gap Closure Project allocates $250,000 in Fund 303 (Grants) and $225,061 in Fund 246 (Local Measure I) for the local match.
The Fontana Middle School SRTS Sidewalk Gap Closure Project allocates $475,000 in Fund 303 (Grants) and $246,745 in Fund 246 (Local Measure I) for the local match.
The Citywide Transit Stop Improvements Project allocates $149,400 in Fund 303 (Grants) and $48,171.45 in Fund 241 (AQMD) for the local match.
MOTION:
Approve staff recommendation.
City of Fontana Page 3 of 3 Printed on 2/5/2026
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RESOLUTION NO. 2026-002
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,
CALIFORNIA, AUTHORIZING SUBMITTAL OF A CLAIM TO THE SAN
BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR
TRANSPORTATION DEVELOPMENT ACT 3 FUNDS FOR THE
RANDALL PEPPER (O'DAY SHORT) ELEMENTARY SAFE ROUTES TO
SCHOOL SIDEWALK GAP CLOSURE PROJECT, TED J. PORTER
ELEMENTARY SAFE ROUTES TO SCHOOL SIDEWALK GAP
CLOSURE PROJECT, FONTANA MIDDLE SCHOOL SAFE ROUTES TO
SCHOOL SIDEWALK GAP CLOSURE PROJECT AND CITYWIDE
TRANSIT STOP IMPROVEMENTS PROJECT IN THE CITY OF
FONTANA.
WHEREAS, the Mills-Alquist-Deddeh Act (SB 325) was enacted by the California Legislature to improve existing public transportation services and encourage transportation coordination. Known as the Transportation Development Act (TDA) of 197, this law provides funding to be allocated to transit and non-transit related purposes that comply with regional transportation plans; and
WHEREAS, TDA provides two funding sources, the Local Transportation Fund (LTF) and State Transit Assistance fund (STA); and
WHEREAS, LTF is derived from a ¼ cent of the general sales tax collected statewide and apportioned by population to areas within the county; and WHEREAS, STA is derived from the statewide sales tax on diesel fuel, plus an additional vehicle registration fee authorized under Senate Bill 1, referred to as the State of Good Repair, and both are apportioned by the State Controller’s Office 50% by population and 50% by transit operator revenues; and WHEREAS, the San Bernardino County Transportation Authority (SBCTA) authorizes funding for a wide variety of transportation programs in San Bernardino County, including planning and program activities pedestrian and bicycle facilities, community transit services, public transportation, and bus and rail projects to local transportation agencies through annual apportionment and allocation processes, and approves payment periodically throughout the year; and
WHEREAS, SBCTA awarded the City of Fontana TDA Article 3 grant funds in the amount of $250,000 for development of the Randall Pepper (O'Day Short) Elementary Safe Routes to School (SRTS) Sidewalk Gap Closure Project, $250,000 for the development of the Ted J. Porter Elementary SRTS Sidewalk Gap Closure Project, $475,000 for the development of the Fontana Middle School SRTS Sidewalk Gap Closure Project and $149,400 for the development of the Citywide Transit Stop Improvements Project within the City of Fontana jurisdiction through a competitive “Call Resolution No. 2026-002
for Projects”; and
WHEREAS, TDA Article 3 grant funds are provided on a reimbursement basis; and
WHEREAS, SBCTA requires the City of Fontana to submit a claim and request(s) for reimbursement; and
WHEREAS, submittal of the claim for TDA Article 3 funds must be first authorized by the City Council; and
WHEREAS, the Randall Pepper (O'Day Short) Elementary (SRTS) Sidewalk Gap Closure Project award is over $200,000, and is eligible for progress reimbursement; and
WHEREAS, the Ted J. Porter Elementary SRTS Sidewalk Gap Closure Project award is over $200,000, and is eligible for progress reimbursement; and WHEREAS, the Fontana Middle School SRTS Sidewalk Gap Closure Project award is over $200,000, and is eligible for progress reimbursement; and WHEREAS, the Citywide Transit Stop Improvements Project awards are under $200,000 respectively and eligible for reimbursement at project completion; and WHEREAS, SBCTA requires the designation of individuals authorized to certify Project Completion; and
WHEREAS, the Public Works Director/City Engineer or their designee, is authorized to certify project completion, and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Fontana hereby authorizes submittal of a claim and request for reimbursement(s) for TDA Article 3 funds for the Randall Pepper (O'Day Short) Elementary (SRTS) Sidewalk Gap Closure Project in the amount of $250,000, the Ted J. Porter Elementary SRTS Sidewalk Gap Closure Project in the amount of $250,000, the Fontana Middle School SRTS Sidewalk Gap Closure Project in the amount of $475,000, and the Citywide Transit Stop Improvements Project in the amount of $149,400 and that the Public Works Director/City Engineer is authorized to certify project completion.
Resolution No. 2026-002
APPROVED AND ADOPTED this 10
th day of February, 2026.
READ AND APPROVED AS TO LEGAL FORM:
____________________________________
City Attorney
I, Germaine 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 10 th day of February,
2026, by the following to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
City Clerk of the City of Fontana
Mayor of the City of Fontana
ATTEST:
City Clerk
CITRUS AVE
RANDALL PEPPER ELEMENTARY STRS PROJECT
0 800 1600
SCALE 1:800
PROJECT LOCATION
N
November 6, 2025
Jeffrey Kim
Transmitted via email to: [email protected]
RE: Fontana Randall Pepper (O’Day Short) Elementary SRTS Sidewalk Gap Closure (SRTS) Dear Jeffrey Kim,
It is our pleasure to inform you that on November 5, 2025, the San Bernardino County Transportation Authority (SBCTA) Board of Directors (Board) approved funding in the amount of $250,000 from the Transportation Development Act (TDA) Article 3 Bicycle and Pedestrian Facilities Program for the Randall Pepper Elementary SRTS Sidewalk Gap Closure Project. The SBCTA Board set the period of time for completion of your project to comply with TDA provisions, therefore this project must be completed by June 30, 2029.
Please note the following important funding requirements:
• A (1) signed Claim Form and (2) and Authorizing Resolution Authorized Resolution must be submitted within six months (by May 7, 2026) of project award notification, or prior to requesting reimbursement of funds, whichever comes first. A sample resolution can be found at www.gosbcta.com/tda3 under the Claims section.
• Completion of an Annual Proof of Progress Report (Annual Report) must be submitted on the FIRST anniversary of award notification AND by June 30 for all subsequent years thereafter. The annual report must include:
o A description of the work completed during the year,
o An estimate of the total project percent completed, and o An estimate of the amount spent to-date.
• Funds will be rescinded if no progress has been made within ONE year of award notification or if, where appropriate, a construction contract has not yet been awarded within THREE years of award notification.
Additionally, the TDA Article 3 award is paid through a reimbursement process. The award is for a maximum reimbursable amount. Should your project exceed the maximum reimbursable amount, SBCTA will not provide any additional reimbursement. For projects completed under the awarded amount, the local match percentage of 60.55% ($383,660) as identified in your grant application will apply to the adjusted total.
Sponsor agencies receiving an allocation of $200,000 or less shall be reimbursed in arrears and upon proof of satisfactory project completion. Agencies receiving an allocation of $200,000 or more may request progress payments for a minimum of 20% of the award total; however, 20% of the awarded funds shall be held by SBCTA until proof of satisfactory project completion.
Congratulations on submitting a successful grant application. We look forward to the timely completion of your project. Should you have any questions please contact me at (909) 884-8276 or [email protected].
Sincerely,
Ginger Koblasz
Data & Analytics Program Manager
TED J. PORTER ELEMENTARY STRS PROJECT
0 SCALE 1:600
600 1200
PROJECT LOCATION
N
November 06, 2025
Jeffrey Kim
Transmitted via email to: [email protected]
RE: Ted J. Porter Elementary SRTS Sidewalk Gap Closure Project Dear Jeffrey Kim,
It is our pleasure to inform you that on November 5, 2025, the San Bernardino County Transportation Authority (SBCTA) Board of Directors (Board) approved funding in the amount of $250,000 from the Transportation Development Act (TDA) Article 3 Bicycle and Pedestrian Facilities Program for the Ted J.
Porter Elementary SRTS Sidewalk Gap Closure Project. The SBCTA Board set the period of time for completion of your project to comply with TDA provisions, therefore this project must be completed by June 30, 2029.
Please note the following important funding requirements:
• A (1) signed Claim Form and (2) and Authorizing Resolution Authorized Resolution must be submitted within six months (by May 07, 2026) of project award notification, or prior to requesting reimbursement of funds, whichever comes first. A sample resolution can be found at www.gosbcta.com/tda3 under the Claims section.
• Completion of an Annual Proof of Progress Report (Annual Report) must be submitted on the FIRST anniversary of award notification AND by June 30 for all subsequent years thereafter. The annual report must include:
o A description of the work completed during the year,
o An estimate of the total project percent completed, and o An estimate of the amount spent to-date.
• Funds will be rescinded if no progress has been made within ONE year of award notification or if, where appropriate, a construction contract has not yet been awarded within THREE years of award notification.
Additionally, the TDA Article 3 award is paid through a reimbursement process. The award is for a maximum reimbursable amount. Should your project exceed the maximum reimbursable amount, SBCTA will not provide any additional reimbursement. For projects completed under the awarded amount, the local match percentage of 47.38% ($225,061) as identified in your grant application will apply to the adjusted total.
Sponsor agencies receiving an allocation of $200,000 or less shall be reimbursed in arrears and upon proof of satisfactory project completion. Agencies receiving an allocation of $200,000 or more may request progress payments for a minimum of 20% of the award total; however, 20% of the awarded funds shall be held by SBCTA until proof of satisfactory project completion.
Congratulations on submitting a successful grant application. We look forward to the timely completion of your project. Should you have any questions please contact me at (909) 884-8276 or [email protected].
Sincerely,
Ginger Koblasz
Data & Analytics Program Manager
FONTANA MIDDLE SCHOOL SRTS PROJECT
0 SCALE 1:600
600 1200
PROJECT LOCATION
N
November 06, 2025
Jeffrey Kim
Transmitted via email to: [email protected]
RE: Fontana Middle School SRTS Sidewalk Gap Closure
Dear Jeffrey Kim,
It is our pleasure to inform you that on November 5, 2025, the San Bernardino County Transportation Authority (SBCTA) Board of Directors (Board) approved funding in the amount of $475,000 from the Transportation Development Act (TDA) Article 3 Bicycle and Pedestrian Facilities Program for the Fontana Middle School SRTS Sidewalk Gap Closure Project. The SBCTA Board set the period of time for completion of your project to comply with TDA provisions, therefore this project must be completed by June 30, 2029.
Please note the following important funding requirements:
• A (1) signed Claim Form and (2) and Authorizing Resolution Authorized Resolution must be submitted within six months (by May 07, 2026) of project award notification, or prior to requesting reimbursement of funds, whichever comes first. A sample resolution can be found at www.gosbcta.com/tda3 under the Claims section.
• Completion of an Annual Proof of Progress Report (Annual Report) must be submitted on the FIRST anniversary of award notification AND by June 30 for all subsequent years thereafter. The annual report must include:
o A description of the work completed during the year,
o An estimate of the total project percent completed, and o An estimate of the amount spent to-date.
• Funds will be rescinded if no progress has been made within ONE year of award notification or if, where appropriate, a construction contract has not yet been awarded within THREE years of award notification.
Additionally, the TDA Article 3 award is paid through a reimbursement process. The award is for a maximum reimbursable amount. Should your project exceed the maximum reimbursable amount, SBCTA will not provide any additional reimbursement. For projects completed under the awarded amount, the local match percentage of 34.19% ($246,745) as identified in your grant application will apply to the adjusted total.
Sponsor agencies receiving an allocation of $200,000 or less shall be reimbursed in arrears and upon proof of satisfactory project completion. Agencies receiving an allocation of $200,000 or more may request progress payments for a minimum of 20% of the award total; however, 20% of the awarded funds shall be held by SBCTA until proof of satisfactory project completion.
Congratulations on submitting a successful grant application. We look forward to the timely completion of your project. Should you have any questions please contact me at (909) 884-8276 or [email protected].
Sincerely,
Ginger Koblasz
Data & Analytics Program Manager
CITYWIDE (TRANSIT STOP IMPROVEMENT)
TDA 2025 PROJECT
PROJECT LOCATION #2
N PROJECT LOCATION #1
PROJECT LOCATION #3
PROJECT LOCATION #5 PROJECT LOCATION #7
PROJECT LOCATION #4
PROJECT LOCATION #6
1. CITRUS AVE @ MUIRFIELD LN (NORTHBOUND)
2. CITRUS AVE @ MILLER AVE (SOUTHBOUND)
3. CITRUS AVE @ FONTANA AVE (SOUTHBOUND)
4. CITRUS AVE @ SAN BERNARDINO AVE (SOUTHBOUND)
6. SAN BERNARDINO AVE @ TAMARIND AVE (WESTBOUND)
5. CITRUS AVE @ SAN BERNARDINO AVE (NORTHBOUND)
7. SAN BERNARDINO AVE @ TANGELO AVE (EASTBOUND)
November 18, 2025
Mr. Jeffrey Kim, Engineering Manager
Transmitted via Email to: [email protected]
Re: 2025 TDA Article 3 Award – City of Fontana
Dear Mr. Kim,
Congratulations! It is our pleasure to inform you that on October 4th, 2023, the San Bernardino County Transportation Authority (SBCTA) Board of Directors (Board) approved funding in the amount of $149,400 from the Transportation Development Act (TDA), Article 3 Transit Stop Access Program, for your Bus Stop Project(s):
Citywide Transit Stop Improvements for the City of Fontana (Match 48,171.45) For your convenience, attached is the Award List presented to the Board.
Within six months (before May 5, 2026) of funding award notification, or prior to requesting reimbursements of funds, whichever comes first, a one-time submittal of a (1) Claim Form and (2) Authorizing Resolution is required. Forms and a sample resolution can be found at www.gosbcta.com/tda3 under the section title Claims. Additionally, once all required forms are completed, they should be submitted at www.gosbcta.com/tda3 under the section title Claims by clicking on the Submit Claim Form & Resolution button.
Please note that the TDA Article 3 award is considered a grant and is paid through a reimbursement process.
Progress payments may be requested for project awards over $200,000. The award is for a maximum reimbursable amount. Additionally, please ensure that your agency has read through the TDA Guidelines specifically, Award Requirements. Failure to meet them could result in your award being rescinded. This is important as there are other requirements that will be due within the year. The SBCTA Board set the period of time for completion of your project to comply with TDA provisions, therefore this project must be completed by June 30, 2029.
Again, congratulations on being successful with your project. We look forward to the completion of your project. Should you have any questions please contact me at (909) 884-8276 or [email protected].
Sincerely,
Nancy Strickert
Transit Manager
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0785 Agenda Date: 2/10/2026
Agenda #: G. Category: Consent Calendar
FROM:
Administrative Services
SUBJECT:
Adopt Resolution No. 2026-003, Declaring that City owned real property identified with Assessor’s Parcel Numbers 0228-051-14-0000 and 0228-051-15-0000 (collectively the “Property”) as exempt surplus land pursuant to the Surplus Land Act, Government Code section 54220, et seq.; authorizing the City Manager and his designee(s) to take all actions necessary to comply with the Surplus Land Act pursuant to State California Environmental Quality Act (“CEQA”) Guidelines section 15312; and Authorize the City Manager to enter into a Purchase and Sale Agreement regarding the Property, conditioned on compliance with CEQA pursuant to CEQA Guidelines section 15004(b)(2); and directing staff to issue a notice of exemption.
RECOMMENDATION:
1. Adopt Resolution No. 2026-003, Declaring that City owned real property identified with Assessor’s Parcel Numbers 0228-051-14-0000 and 0228-051-15-0000 (collectively the “Property”) as exempt surplus land as exempt surplus land pursuant to the Surplus Land Act, Government Code section 54220, et seq.; and authorize the City Manager and his designee(s) to take all actions necessary to comply with the Surplus Land Act pursuant to State California Environmental Quality Act (“CEQA”) Guidelines section 15312.
2. Authorize the City Manager to enter into a Purchase and Sale Agreement regarding the Property, conditioned on compliance with CEQA pursuant to CEQA Guidelines section 15004(b) (2); and directing staff to issue a notice of exemption.
COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by construction of affordable high-quality multi-family housing.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
DISCUSSION:
The City of Fontana acquired these parcels in 1997. Staff has been unable to determine the purpose of buying these parcels. There was an attempt to sell these parcels in 2019 but that transaction was not completed. In 2003, Resolution No. 2003-55, the City declared portions of these city owned parcels as right of way for street and public utility purposes.
The two parcels (collectively referred to as the “Property”), which together total 16,812 square feet, City of Fontana Page 1 of 3 Printed on 2/5/2026
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File #: 26-0785 Agenda Date: 2/10/2026
Agenda #: G. Category: Consent Calendar
The two parcels (collectively referred to as the “Property”), which together total 16,812 square feet, less than one-half of an acre, are no longer needed for the City’s uses or purposes and provide no direct benefit to the City in their current condition. The Property is adjacent to land owned by a school district and that land is vacant and not currently being used by the school district. Staff believes it will provide a great opportunity for development by a private company and therefore, is recommending that the City declare the property as exempt surplus.
By adopting the attached Resolution, the City would declare these properties as “exempt surplus land,” under the Surplus Land Act and Government Code section 54221, and these parcels are no longer necessary for the City’s use.
The City also has reporting and compliance obligations to the Department of Housing and Community Development (“HCD”), who can impose penalties based on the ultimate sales price of the parcel, if the Surplus Land Act is not followed prior to disposition. A copy of this Resolution will be submitted to HCD.
Adoption of the attached Resolution will comply with the Surplus Land Act process and substantiate that this Property is exempt surplus land that may be disposed without any additional disposition procedures under the Act. The disposition of these properties will contribute to the City’s goals to encourage new development.
In connection with the declaration of the Property as exempt surplus land, staff has negotiated a proposed Purchase Sale Agreement. The proposed buyer is Fontana Investment 2023 LLC, a Delaware limited liability company. The terms of the Purchase Sale Agreement include the following:
· Purchase Price: $225,000
· Deposit: $5,000
· Due Diligence Period: 45 days
· Closing Date: 15 days from Satisfaction of Buyer's conditions, or 2 years from Buyer's delivery that it has completed inspections.
· Conditions Regarding FUSD Properties: Buyer is seeking to acquire adjacent properties from the Fontana Unified School District, which would occur concurrently with acquisition of the City Property. Acquisition of the FUSD properties is a condition for benefit of the Buyer. · Conditions Regarding Entitlements and CEQA Review: The disposition of the City Property is conditioned upon the Buyer submitting a project application and obtaining entitlements for a project that involves the development of residential housing. The City's review and approval of the entitlements, and any required environmental review under the California Environmental Quality Act ("CEQA"), is a condition precedent for the City's obligation to close escrow.
CEQA:
Pursuant to the California Environmental Quality Act (Public Resources Code section 21000, et seq.) (“CEQA”), staff has determined that the potential actions contemplated involve the sale of exempt surplus government property, which is exempt from environmental review under CEQA pursuant to State CEQA Guidelines section 15312, as the Property is not located in an area of statewide, regional or area-wide concern per CEQA Guidelines Section 15206(b)(4). Further, the terms of the proposed Purchase Sale Agreement impose, as a condition precedent for the City's obligation to City of Fontana Page 2 of 3 Printed on 2/5/2026
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File #: 26-0785 Agenda Date: 2/10/2026
Agenda #: G. Category: Consent Calendar
close escrow, the requirement that the Buyer submit a project application and obtain entitlements from the City for a development that involves a residential housing pursuant the City’s completion of any required environmental review pursuant to CEQA such that, per CEQA Guidelines section 15004 (b)(2), the approval of the Purchase and Sale Agreement is not the approval of a “project” under CEQA.
FISCAL IMPACT:
This completion of this transaction will result in revenue for the City in the amount of $225,000 for the General Fund.
MOTION:
Approve staff recommendation.
City of Fontana Page 3 of 3 Printed on 2/5/2026
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RESOLUTION NO. 2026-003
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA, CALIFORNIA PURSUANT TO GOVERNMENT CODE SECTION 54221
DECLARING CITY OWNED REAL PROPERTY IDENTIFIED WITH
ASSESSOR’S PARCEL NUMBERS 0228-051-14-0000 AND 0228-051- 15-0000 AS EXEMPT SURPLUS LAND PURSUANT TO THE SURPLUS
LAND ACT, GOVERNMENT CODE SECTION 54220, ET SEQ.;
AUTHORIZING THE CITY MANAGER AND HIS DESIGNEE(S) TO TAKE
ALL ACTIONS NECESSARY TO COMPLY WITH THE SURPLUS LAND
ACT PURSUANT TO STATE CALIFORNIA ENVIRONMENTAL QUALITY
ACT (“CEQA”) GUIDELINES SECTION 15312; AUTHORIZING THE CITY
MANAGER TO ENTER INTO A PURCHASE SALE AGREEMENT
REGARDING THE PROPERTY, CONDITIONED ON COMPLIANCE WITH
CEQA PURSUANT TO CEQA GUIDELINES SECTION 15004(b)(2); AND DIRECTING STAFF TO ISSUE A NOTICE OF EXEMPTION.
WHEREAS, the City of Fontana owns the fee simple interest in real property, consisting of two adjacent parcels of land located at 6578 Knox Ave, identified with Assessor’s Parcel No. 0228-051-14-0000 (“Parcel 1”) and 6616 Knox Avenue, identified with Assessor’s Parcel No. 0228-051-15-0000 (“Parcel 2”), and as identified and depicted in Exhibit A, attached hereto and by this reference incorporated herein (Parcel 1 and Parcel 2 are collectively referred to as the “Property”); and WHEREAS, the Property is no longer necessary for the City’s use and may be disposed of as “surplus land” pursuant to the Surplus Land Act, Government Code sections 54220, et seq. (the “Act”); and
WHEREAS, the Act applies when a local agency disposes of “surplus land,” which is defined in the Act as “land owned in fee simple by any local agency for which the local agency’s governing body takes formal action in a regular public meeting declaring that the land is surplus and is not necessary for the agency’s use.” (Gov. Code § 54221(b)(1)); and
WHEREAS, the Act expressly does “not apply to the disposal of exempt surplus land” under Government Code section 54222.3; and
WHEREAS, under the Act, the Property may be declared as exempt surplus land pursuant to Government Code section 54221, subdivision (f)(1)(B), if the surplus land is less than one-half acre in area (21,780 square feet) and is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes; and
WHEREAS, the Property may be declared as exempt surplus land consistent with Government Code section 54221(f)(2) of the Act because the Property is not: within a Resolution No. 2026-003
coastal zone; adjacent to a historical unit of the State Parks System; listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places; or, within the Lake Tahoe region as defined in Government Code section 66905.5; and
WHEREAS, the Act requires local agencies to declare certain real property that it owns in fee as either “surplus land” or “exempt surplus land,” as supported by written findings, prior to any disposition of the real property; and WHEREAS, the City Council has reviewed this Resolution and now desires to declare the Property as exempt surplus land under the Act, based on the findings and justifications contained in this Resolution; and
WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000, et seq.) (“CEQA”), staff has determined that the potential actions contemplated involve the sale of exempt surplus government property, which is exempt from environmental review under CEQA pursuant to State CEQA Guidelines section 15312, as the Property is not located in an area of statewide, regional or areawide concern per CEQA Guidelines Section 15206(b)(4).
WHEREAS, in connection with the declaration of the Property as exempt surplus land, staff has negotiated a proposed Purchase Sale Agreement with Fontana Investment 2023 LLC, a Delaware limited liability company (“Buyer”); and WHEREAS, the terms of the proposed Purchase Sale Agreement impose, as a condition precedent for the City's obligation to close escrow, the requirement that the Buyer submit a project application and obtain entitlements from the City for a development that involves a residential housing pursuant the City’s completion of any required environmental review pursuant to CEQA such that, per CEQA Guidelines section 15004(b)(2), the approval of the Purchase and Sale Agreement is not the approval of a “project” under CEQA; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana, California as follows:
Section 1. The above recitals are true and correct and are a substantive part of this Resolution and findings of the City Council of the City of Fontana.
Section 2. The City Council finds and declares that the Property (Assessor’s Parcel Numbers 0228-051-14-0000 and 0228-051-15-0000) is exempt surplus land, in accordance with the California Surplus Land Act (Government Code section 54220, et seq.). The City Council bases this declaration on the following findings:
• The City currently owns the fee interest in the Property located at 6578 and 6616 Knox Avenue, identified with Assessor’s Parcel Numbers 0228-051-14-0000 (“Parcel 1”) and 0228-051-15-0000 (“Parcel 2”), respectively, south of South Highland Avenue in the City of Fontana, California.
Resolution No. 2026-003
• The Property consisting of Parcel 1 is approximately 2,327 square feet in size and Parcel 2 is approximately 14,485 square feet in size, and all together the size of both parcels is 16,812 square feet, which is less than one-half acre or 21,780 square feet.
• There is no land contiguous to the Property that is being used for open-space or low- and moderate-income housing purposes.
• The vacant land on the western side of the Property is owned by a school district and such land is not currently being used; the land on the south side of the Property is privately owned and has a single family residence situated thereon and streets are located on the other sides of the Property.
• Furthermore, none of the characteristics listed under Government Code section 54221(f)(2) apply to the Property.
Section 3. The City Council finds and determines, after independent review and consideration, that pursuant to the California Environmental Quality Act (Public Resources Code section 21000, et seq.) (“CEQA”) that the authorization of the Purchase Sale Agreement and potential sale of the Property according to the terms and conditions thereof is exempt from further environmental review pursuant to State CEQA Guidelines section 15312 as the Property is not located in an area of statewide, regional or areawide concern per CEQA Guidelines section 15206(b)(4) and directs staff to issue a Notice of Exemption regarding this determination.
Section 4. The City Council authorizes the City Manager or his designee(s) to take all actions necessary to comply with the Act, including but not limited to directed to send a copy of this Resolution to the California Department of Housing and Community Development in accordance with the requirements of Section 400(e) of the Act Guidelines.
Section 5. The City Council finds that the terms of the proposed Purchase Sale Agreement impose, as a condition precedent for the City's obligation to close escrow, the requirement that the Buyer submit a project application and obtain entitlements from the City for a development that involves a residential housing pursuant the City’s completion of any required environmental review pursuant to CEQA such that, per CEQA Guidelines section 15004(b)(2), the approval of the Purchase and Sale Agreement is not the approval of a “project” under CEQA and directs staff to issue a Notice of Exemption regarding this determination.
Section 6. The City Council approves the Purchase Sale Agreement and authorizes the City Manager and/or his designee(s) to take all actions necessary or appropriate to complete the disposition of the Property pursuant its terms and conditions.
Section 7. If any section, subsection, paragraph, sentence, clause or phrase of this Resolution is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Resolution.
Resolution No. 2026-003
Section 8. The City Clerk shall attest and certify to the passage and adoption of this Resolution, and it shall become effective immediately upon its approval.
APPROVED AND ADOPTED this 10th day of February 2026.
READ AND APPROVED AS TO LEGAL FORM:
______________________________
City Attorney
I, Germaine 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 10th day of February, 2026, by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
City Clerk of the City of Fontana
______________________________
Mayor of the City of Fontana
ATTEST:
______________________________
City Clerk
EXHIBIT “A”
LEGAL DESCRIPTION AND DEPICTION OF PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THE EAST ½ OF THE SOUTH ½ OF LOT 26 OF THE PRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF HAPS, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA IN THE CITY OF FONTANA’ COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA’ ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN.
THE NORTHEAST 1/4 OF LOT 25 OF THE FRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF MAPS, RECORDS OF SAN
BERNARDINO COUNTY, STATE OF CALIFORNIA, IN THE CITY OF FONTANA,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST SAN BERNARDINO BASE AND MERIDIAN.
APNS: 0228-051-14; 0228-051-15
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
dated
, 202_
by and between
CITY OF FONTANA,
a municipal corporation
as SELLER,
and
FONTANA INVESTMENT 2023 LLC,
a Delaware limited liability company
as BUYER
i
TABLE OF CONTENTS
Page
1. Purchase and Sale. ...............................................................................................................1
2. Purchase Price......................................................................................................................1
2.1 Deposit ...................................................................................................................2
2.2 Balance...................................................................................................................2
3. Escrow..................................................................................................................................2
3.1 Opening of Escrow ................................................................................................2
3.2 Escrow Instructions................................................................................................3
3.3 Termination/Cancellation ......................................................................................3
4. Actions Pending Closing......................................................................................................3
4.1 Due Diligence. .......................................................................................................3
4.2 Title........................................................................................................................5
4.3 Entitlements. ..........................................................................................................6
4.4 Acquisition of Fee Title to Adjacent Properties ....................................................7
4.5 Constuction Access Area .......................................................................................7
5. Description of Property........................................................................................................7
5.1 The Real Property ..................................................................................................7
5.2 The Intangible Property .........................................................................................8
6. Conditions To Closing. ........................................................................................................8
6.1 Buyer's Closing Conditions ...................................................................................9
6.2 Failure of Buyer's Closing Conditions.................................................................10
6.3 Seller's Closing Conditions..................................................................................10
6.4 Failure of Seller's Closing Conditions.................................................................10
7. Closing. ..............................................................................................................................10
7.1 Closing Date.........................................................................................................11
7.2 Deliveries by Seller..............................................................................................12
7.3 Deliveries by Buyer .............................................................................................12
7.4 Actions by Escrow Agent ....................................................................................12
7.5 Prorations/Apportionment....................................................................................14
7.6 Closing Costs.......................................................................................................15
7.7 Closing Statement ................................................................................................15
7.8 Deliveries Outside of Escrow ..............................................................................16 ii
8. Seller's Representations And Warranties...........................................................................15
8.1 Seller's Authority; Validity of Agreement...........................................................15
8.2 Litigation..............................................................................................................16
8.3 Due Execution; No Breach ..................................................................................16
8.4 No Indebtedness...................................................................................................16
8.5 No Violations of Environmental Laws................................................................16
8.6 No Other Commitments.......................................................................................16
8.7 No Default............................................................................................................16
8.8 Property Materials................................................................................................16
8.9 Third-Party Rights ...............................................................................................16
8.10 Taxes and Special Assessments...........................................................................16
8.11 Endangered Species/Archaeological Resources..................................................17
8.12 Survival................................................................................................................17
8.13 Seller's Knowledge ..............................................................................................17
9. Buyer's Representations And Warranties. .........................................................................18
9.1 Due Organization.................................................................................................20
9.2 Buyer's Authority; Validity of Agreements.........................................................20
9.3 Survival................................................................................................................20
10. As-Is...................................................................................................................................18
11. Risk of Loss. ......................................................................................................................19
11.1 Condemnation......................................................................................................19
11.2 Casualty................................................................................................................19
12. Remedies............................................................................................................................20
12.1 Default by Seller ..................................................................................................20
12.2 Default by Buyer..................................................................................................21
13. Broker and Consultant Fees...............................................................................................22
14. Miscellaneous Provisions...................................................................................................22
14.1 Governing Law; Jurisdiction................................................................................22
14.2 Entire Agreement.................................................................................................24
14.3 Modification; Waiver...........................................................................................24
14.4 Notices .................................................................................................................25
14.5 Expenses ..............................................................................................................26
14.6 Severability ..........................................................................................................26
14.7 Successors and Assigns........................................................................................26
14.8 Counterparts.........................................................................................................26
14.9 Multiple Parties....................................................................................................26
14.10 Headings ..............................................................................................................26 iii
14.11 Time of Essence...................................................................................................26
14.12 Further Assurances...............................................................................................26
14.13 Construction.........................................................................................................27
14.14 Attorneys' Fees.....................................................................................................27
14.15 Business Days......................................................................................................27
14.16 Assignment ..........................................................................................................25
14.17 Confidentiality .....................................................................................................26
14.18 No Partnership .....................................................................................................27
14.19 Limited Liability ..................................................................................................27 1 Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this "Agreement") is dated for reference purposes only as of _____________, 2025 (the "Effective Date"), by and between the CITY OF FONTANA, a municipal corporation ("Seller"), and FONTANA INVESTMENT 2023 LLC, a Delaware limited liability company ("Buyer"), for the purpose of setting forth the agreement of the parties and to provide instructions to Escrow Agent with respect to the transaction contemplated by this Agreement.
R E C I T A L S
A. Seller is the owner of approximately 0.35 acres of real property located in the City of Fontana (the "City"), County of San Bernardino (the "County"), State of California, as more particularly described on Exhibit "A" attached hereto (the "Land"). The Land is included within the definition of the "Real Property", as defined in Section 5.1. The Real Property, together with the "Improvements" and the "Intangible Property" (each as hereinafter defined), are sometimes collectively referred to in this Agreement as the "Property".
B. Seller has made the determination that the Land, being surplus land less than one half acre in area and not contiguous to any property owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes, is exempt from compliance with the California’s Surplus Land Act (“SLA”) pursuant to Government Code Section 54221(f)(1)(B).
The sale of the Property pursuant to this Agreement is subject to approval by the California Department of Housing and Community Development (“HCD”) of such determination and Seller having received a determination from HCD that the Land is exempt surplus land under Government Code Section 54221, Subdivision (f)(1)(B) that may be disposed under this Agreement in compliance with the SLA.
C. Seller desires to sell, transfer, and convey the Property to Buyer, and Buyer desires to purchase and acquire the Property from Seller, upon and subject to the terms and conditions set forth in this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree and instruct Escrow Agent, as follows:
1. Purchase and Sale. Subject to and in accordance with all of the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and take from Seller, fee simple interest in the Property.
2. Purchase Price. The purchase price of the Property is Two Hundred Twenty Five Thousand Dollars ($225,000.00) (the "Purchase Price").
2 Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 2.1 Deposit. Within three (3) Business Days following the "Opening of Escrow" (as hereinafter defined), Buyer shall deposit into "Escrow" (as hereinafter defined) in immediately available funds the sum of Five Thousand Dollars ($5,000) (which amount, together with any and all interest earned thereon, shall hereinafter be referred to as the "Deposit"). If Buyer fails to deliver the Deposit as and when required, Buyer shall not be deemed in default, but this Agreement shall automatically terminate, and the parties hereto shall have no further obligation to one another with respect to this Agreement, except with respect to such provisions which by their terms survive the termination of this Agreement. The Deposit shall be fully refundable through the Due Diligence Termination Date. From and after the delivery by Buyer of the Feasibility Notice, the Deposit shall become non-refundable, except as specifically provided otherwise herein, and shall be credited against the Purchase Price at the Closing.
2.1.1 Refundability of Deposit. In the event that Buyer delivers its Feasibility Notice, but subsequently elects to terminate this Agreement due to (a) a Seller default hereunder, (b) a failure of a Buyer's Condition to Closing, or (c) the occurrence of any other event which by the terms of this Agreement gives rise to Buyer's right to terminate this Agreement and receive a refund of the Deposit, then (i) the Deposit shall be returned by Escrow Agent to Buyer, or to the extent previously released to Seller, refunded to Buyer by Seller, (ii) this Agreement and the Escrow shall terminate, and (iii) the parties shall have no further obligation to one another with respect to this Agreement, except with respect to such provisions which by their terms survive the termination of this Agreement. Except as otherwise provided in the previous sentence, the Deposit shall be nonrefundable after the Deposit is released to Seller in accordance with this Agreement.
2.1.2 Interest. The Deposit and any other cash held by Escrow Agent for the benefit of Buyer shall be, at the election of Buyer, held in a federally insured interest-bearing account, and the interest shall accrue to Buyer's benefit.
2.1.3 Independent Consideration. That portion of the Deposit in the amount of One Hundred Dollars ($100.00) (the "Independent Consideration") shall be nonrefundable to Buyer as independent consideration for the rights extended to Buyer hereunder, including the right to terminate this Agreement as provided herein. If Buyer elects to terminate this Agreement for any reason other than Seller's default, Seller shall retain the Independent Consideration. The Independent Consideration shall be applicable towards the Purchase Price.
2.2 Balance. At the Closing (as defined in Section 7.1), Buyer shall deposit into Escrow the balance of the Purchase Price, as provided in Section 2, over and above the Deposit by wire transfer or deposit of immediately available federal funds, net of all prorations and adjustments as provided in this Agreement.
3. Escrow.
3.1 Opening of Escrow. Within one (1) Business Day (as hereafter defined) following the mutual execution hereof by Seller and Buyer, Buyer and Seller shall cause an escrow ("Escrow") to be opened with Sandra Arellano, Ticor Title Company, Ticor Title Company, 3500 Porsche Way, Ontario, California 91764 ("Escrow Agent") by delivery to Escrow Agent of a fully executed copy of this Agreement. Escrow Agent shall promptly deliver to Buyer and Seller written 3 Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 notice of the date of the "Opening of Escrow." As used herein, the term "Opening of Escrow" means the day on which Escrow Agent receives a fully executed copy of this Agreement and has notified each party in writing of such receipt.
3.2 Escrow Instructions. This Agreement shall constitute escrow instructions to Escrow Agent as well as the agreement of the parties. If required by Escrow Agent, Buyer and Seller shall execute mutually acceptable additional instructions prepared by Escrow Agent. In the event that any other printed escrow instructions are requested of the parties and the terms thereof conflict or are inconsistent with any provision of this Agreement or any deed, instrument, or document executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement, or such deed, instrument, or document shall control. Escrow Agent is hereby appointed and designated to act as Escrow Agent and instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into Escrow as herein provided.
3.3 Termination/Cancellation. Upon any termination or cancellation (the terms being used interchangeably herein) by either of the parties hereto as expressly allowed under this Agreement (including, without limitation, any deemed termination or cancellation), (a) the Deposit shall be delivered to the party that this Agreement specifies is entitled thereto; (b) all other documents, instruments, and funds delivered into Escrow shall be returned to the party that delivered the same into Escrow, and (c) the parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement. A copy of any notice of termination allowed under this Agreement shall be sent to Escrow Agent by the party electing to terminate.
4. Actions Pending Closing.
4.1 Due Diligence.
4.1.1 Within five (5) days following the Effective Date, Seller shall deliver to Buyer or provide Buyer access to all materials in Seller's possession or control relating to the Property including, but not limited to: (i) copies of the most recent property tax bills and assessments for the Property; (ii) copies of all documents evidencing interests not shown on the Title Report, if any, (iii) a copy of any and all leases, service contracts, easements, licenses, development approvals and/or other agreements related to the Property including, without limitation, contracts for design work on the Property; (iv) any and all existing surveys of the Property; (v) any and all soils reports, reports pertaining to hazardous materials or other environmental conditions or other reports relating to the physical condition of the Real Property; (vi) any and all proposed or existing community facilities, assessment or special district(s), homeowner’s association(s), subdivision improvement agreements and bonds, letters of credit or cash deposits to be assigned to or assumed by Buyer at Closing; (vii) any and all cost information associated with the Property, including all in-tract and off-site improvements, connections, and permit/fee information; (viii) any and all engineering documents relating to the Property including, without limitation, plans and specifications prepared for Seller in connection with the development of the Property (the “Plans and Specifications”); (ix) any and all other correspondence, reports, studies, permits, approvals or documents relating to the Property, except for (A) Seller’s internal 4 Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 materials, documents, correspondence, and/or analysis (including financial reports) that Seller has determined to be confidential or proprietary in nature, and (B) other information which Seller has determined, in its reasonable discretion, to be confidential or proprietary in nature (collectively, the “Property Materials”). In addition, Seller shall promptly deliver to Buyer or provide Buyer access to such other information relating to the Property that is specifically and reasonably requested by Buyer of Seller in writing to the extent such information is in the possession or control of Seller. Notwithstanding anything to the contrary herein, Seller shall only be obligated to provide documents that it knows are within its possession, custody, or control, and Seller shall not have a duty to investigate for purposes of providing Plans and Specifications or Property Materials.
4.1.2 Buyer's Diligence Tests.
4.1.2.1. At all reasonable times from the date of this Agreement to the Closing (or earlier termination of this Agreement), upon delivery to Seller of twenty-four (24) hours prior written notice, Buyer, Diversified Pacific Development Group, LLC, a California limited liability company, Cayman Construction, Inc., a California corporation, and any Permitted Assignee (as defined in Section 14.16 below) and their respective employees, agents, consultants, and contractors (collectively, "Buyer Permitted Parties") shall be entitled, at Buyer's sole cost and expense, to: (a) enter onto the Real Property to perform any inspections, investigations, studies, and tests of the Real Property (including, without limitation, physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable; (b) review all Property Materials; and (c) investigate such other matters pertaining to the Property as Buyer may desire.
Any entry by Buyer onto the Real Property shall be subject to, and conducted in accordance with, all applicable laws. Upon completion of any such testing, Buyer shall immediately restore the Property to substantially the same condition as it existed prior to Buyer's entry under this Section 4.1.2.1. During the term of Escrow, Buyer shall have the right to meet with representatives the governmental agencies having jurisdiction over the Property. Seller shall have the right to have a representative attend each and every meeting with representatives of the governmental agencies having jurisdiction over the Property. Seller shall cooperate with Buyer in its investigation of the Property.
4.1.2.2 Buyer shall indemnify, protect, defend, and hold Seller and Seller's elected officials and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") harmless from and against any and all claims (including, without limitation, claims for mechanic's liens or materialman's liens), causes of action, suits, debts, duties, demands, obligations, losses, damages, liabilities, judgments, costs, fees and expenses (including, without limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") to the extent arising out of any inspections of the Real Property carried on by or on behalf of Buyer pursuant to the terms hereof; provided, however, that Buyer shall have no responsibility or liability for (a) any adverse condition or defect on or affecting the Property not caused by Buyer or any Buyer Permitted Parties but discovered or impacted during their inspections including, without limitation, the pre-existing presence or discovery of any matter (such as, but not limited to, any "Hazardous Materials" (as hereinafter defined)), other than to the extent Buyer negligently exacerbates any such Hazardous Materials; (b) the results or findings of any inspection or any Claims arising therefrom, including, without limitation, any diminution in value in the Property arising from or relating to matters discovered during Buyer's or any Buyer 5 Purchase and Sale Agreement
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4.25.25 Permitted Parties' inspections; (c) Buyer's election to terminate this Agreement as a result of any inspection pursuant to this Agreement; and/or (d) any Claims arising (directly or indirectly) from the gross negligence or willful misconduct of any of the Indemnified Parties.
4.1.2.3 Before any entry onto the Land by Buyer and any Buyer Permitted Parties, Buyer and/or any Buyer Permitted Parties shall secure and maintain, at no expense to Seller, a commercial liability insurance policy with a financially responsible insurance company, covering (a) the activities of Buyer and the Buyer Permitted Parties on or upon the Land, and (b) Buyer's indemnity obligations set forth in this Section 4.1.2. Such certificate shall evidence that such insurance policy has a per occurrence limit of at least One Million Dollars ($1,000,000), shall name the Indemnified Parties as additional insureds, shall be primary and non-contributing with any other insurance available to Seller, shall be issued on an "occurrence" basis, shall contain a full waiver of subrogation cause, and shall not be cancelable or subject to reduction in coverage except on at least thirty (30) days' prior written notice to Seller as an additional party insured.
Buyer and/or the Buyer Permitted Parties shall maintain such insurance coverage in force at all times from the Effective Date to the Closing. In addition, Buyer shall obtain and provide proof of insurance for workman's compensation as required by state law.
4.1.2.4 The provisions of this Section 4 shall survive the Closing or the earlier termination of this Agreement.
4.1.3 Buyer's Termination Right. Buyer shall have the right at any time on or before the date which is forty five (45) days following the Opening of Escrow (the "Due Diligence Termination Date"), to terminate this Agreement by delivering a written notice of such termination to Seller and Escrow Agent if Buyer determines, in its sole and absolute discretion, that the Property is not acceptable to Buyer for any reason. Buyer shall indicate its satisfaction and/or waiver of the Due Diligence condition described in this Section 4.1 by delivering written notice of such satisfaction and/or waiver ("Feasibility Notice") to Seller and Escrow Agent on or prior to the Due Diligence Termination Date. In the event Buyer fails to timely deliver a Feasibility Notice, then this Agreement and the Escrow shall be automatically deemed terminated. In the event this Agreement is terminated in accordance with this Section, then the Deposit shall be immediately returned to Buyer and the parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement. If the Agreement is not terminated on or before the Due Diligence Termination Date, then the Deposit shall be paid to Seller, except to the extent the Buyer is entitled to a refund of the Deposit for an Event of Default by Seller.
4.2 Title.
4.2.1 Deliveries by Seller. Prior to the execution of this Agreement, Ticor Title Company ("Title Insurer") issued and delivered to Buyer (a) a preliminary title report for a standard coverage ALTA owner’s policy of title insurance for the Real Property (the "Title Report"), (b) a map plotting all locatable easements and (c) legible copies of all documents referenced therein (collectively with the Title Report, the "Title Documents").
4.2.2 Buyer's Review of Title. Buyer shall have until the date which is thirty (30) days following the Opening of Escrow (the "Title Approval Date") to notify Seller in 6 Purchase and Sale Agreement
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4.25.25 writing of any objection (the "Disapproved Exceptions") that Buyer may have to any matters reported or shown in any survey or the Title Documents or any amendments or updates thereof (a "Buyer's Objection Letter") (provided, however, that if any such amendments or updates are received by Buyer after the Title Approval Date, Buyer shall have an additional five (5) days following Buyer's receipt of such amendment(s) or update(s) and copies of all documents referenced therein to notify Seller of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered survey or Title Documents). Matters shown as exceptions to coverage in the Title Report (or any amendment(s) or update(s) thereof) that are approved in writing by Buyer, and matters which are not timely objected to by Buyer as provided above, which shall be deemed approved, shall collectively be referred to as "Permitted Exceptions". On or before the fifth (5th) day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to remove or insure over any matters objected to in Buyer's Objection Letter. If Seller fails to deliver Seller's Response within the period set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove or insure over such objections. If Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) day following the date on which Seller shall have been deemed to have responded, as provided above, to: (i) terminate this Agreement, in which case the Deposit shall be immediately returned to Buyer; or (ii) proceed with this transaction, in which event those Disapproved Exceptions that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions, except those Disapproved Exceptions that Seller has agreed to cure and the ones described in the last sentence of this Section, which Seller shall have a continuing obligation to remove or eliminate from title as of the Closing. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with the preceding clause (i).
4.2.3 Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer, and convey to Buyer fee simple title to the Real Property by a duly executed and acknowledged grant deed in the form of Exhibit "B" attached hereto (the "Grant Deed"), subject only to the Permitted Exceptions.
4.3 Entitlements.
4.3.1 Buyer is purchasing the Property for the purpose of constructing single-family homes and has submitted a development application to the City of Fontana, including Tentative Tract Map No. 20712 (hereafter, the "Project"). Seller and Buyer understand and agree that the lead agency for development entitlements for the Project shall be the City.
4.3.2. Buyer shall, prior to the Close of Escrow, seek and use its commercially reasonable efforts to obtain development entitlements for Buyer’s intended Project on the Property, which may include, without limitation, a general plan amendment, specific plan, zone change, tentative tract map(s), final map(s), one or more community facilities district or other 7 Purchase and Sale Agreement
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4.25.25 financing districts (collectively, the “Entitlements”). Buyer shall have the sole responsibility to secure the Entitlements at Buyer’s sole cost and expense. Notwithstanding the foregoing, Buyer shall not have the right to record any documents against or impose any liabilities, liens or other monetary encumbrances on the Property and bind Seller or the Property, without Seller’s prior written consent, in its sole discretion.
4.3.3. Buyer acknowledges that Seller has not committed itself to the approval of the Project or any related Entitlements, as a whole or to any particular features thereof, whether occurring on or off of the Property, and that Seller retains discretion to consider feasible mitigation measures and alternatives related to the Project and any requested Entitlements (including a “no project” alternative), or impose conditions or disapprove of proposed Entitlements altogether. This Agreement is not intended to be approval of a "project" under the California Environmental Quality Act, Cal. Public Resources Code § 32000 et seq. ("CEQA"). Any project is subject to CEQA review as part of the entitlement process required under Seller’s conditions to Closing, as further set forth below. Buyer acknowledges and assumes the foregoing risk, including but not limited to the fact that Seller is not bound or committed to any definite course of action with respect to the Project or any related Entitlements or any other approvals from the City of Fontana that may be associated therewith.
4.4 Acquisition of Fee Title to Adjacent Properties.
4.4.1 Walnut Property. Buyer and the Fontana Unified School District, a public school district duly organized and existing under the laws of the State of California (“FUSD”), as the “District”, are parties to that certain Exchange Agreement and Joint Escrow Instructions dated April 21, 2023 (as assigned and amended, the “Exchange Agreement”) whereby Buyer and FUSD agreed, among other things, to exchange certain real property, a portion of which is located to the north of Walnut Street and the south of South Highland Avenue at Knox Avenue in the City of Fontana, as more particularly described on Exhibit “E” attached hereto (the “Walnut Property”). The Walnut Property is directly adjacent to the Property, and Buyer’s obligation to close under this Agreement is contingent upon the transfer of the Walnut Property to Buyer in accordance with the Exchange Agreement.
4.4.2 Gomez Property. Daniel Gomez, as “seller”, and Buyer, as “buyer”, are parties to that certain Residential Purchase Agreement and Joint Escrow Instructions executed October 31, 2024 (the “Gomez Purchase Agreement”) for the purchase of certain real property located directly adjacent to the Property, as more particularly described on Exhibit “F” attached hereto (the “Gomez Property”). Buyer’s obligation to close under this Agreement is contingent upon the transfer of the Gomez Property to Buyer in accordance with the Gomez Purchase Agreement.
4.5 Construction Access Area. Seller owns certain real property known as Assessor’s Parcel No. 0228-052-24 as depicted on Exhibit “G” attached hereto (the “Construction Access Area”), which is not being transferred as part of this Agreement. Buyer is currently processing Tentative Tract Map No. 20712 for the development of the Walnut Property (as described in Section 4.4.1 above), which is near the Construction Access Area. To minimize disruption to neighboring properties and reduce interference with vehicular traffic during Buyer’s 8 Purchase and Sale Agreement
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4.25.25 development, Buyer desires to obtain from Seller the right to use the Construction Access Area for various purposes, which may include, but are not limited to, construction activities, temporary storage of equipment and materials, staging, mobilization, and the relocation of a public utility easement currently used by AT&T, as shown on Exhibit “G”. The parties agree to work in good faith during the Escrow period to negotiate and execute a written agreement granting Buyer nonexclusive access to the Construction Access Area for the purposes set forth above. Seller shall have sole and absolute discretion to determine the final Construction Access Area and the terms and conditions for access by Buyer.
5. Description of Property.
5.1 The Real Property. As used in this Agreement, the term "Real Property" shall mean, collectively: (a) all those certain lots, tracts or parcels of real estate lying and being in the City and being more particularly described on Exhibit "A" attached hereto, together with all plants, shrubs and trees located thereon, and together with all rights, ways and easements appurtenant thereto, including, without limitation, all of Seller's right, title and interest in and to the land underlying and the air space overlying any public or private ways or streets crossing or abutting said real estate (herein collectively called the "Land"); (b) all, if any, buildings, structures, and other improvements of any and every nature on the Land and all fixtures attached or affixed, actually or constructively, to the Land or to any such buildings, structures or other improvements thereon (collectively called the "Improvements"); and (c) all, if any, of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and/or any of the Improvements, including, without limitation, all, if any, (i) development rights and credits, air rights, water, water rights, and water stock relating to the Land, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Land, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land.
5.2 The Intangible Property. As used in this Agreement, the term "Intangible Property" shall mean all of Seller's right, title, interest, powers, privileges, benefits and options in and to that certain intangible property (if any) owned by Seller or used by Seller in connection with all or any portion of the Real Property, including, without limitation, all of Seller's right, title, interest, powers, privileges, benefits and options if any, in and to: (a) all plats, improvement plans, drawings and specifications (including, without limitation, CAD files), (b) any impact fee credits with, or impact fee payments to, any city, county or municipality in which the Land is located arising from any construction of improvements, or dedication or contribution of property, by Seller, or its predecessor in title or interest, related to the Land or Improvements, (c) any development rights, allocations of development density or other similar rights allocated to or attributable to the Land or the Improvements, and (d) any utility capacity allocated to or attributable to the Land or the Improvements, whether the matters described in the preceding clause (b), (c) and (d) arise under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties; (e) all reports, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property; (f) all transferable site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property; and 9 Purchase and Sale Agreement
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4.25.25 (g) all transferable guarantees, warranties, and utility contracts relating to all or any portion of the Real Property.
6. Conditions to Closing.
6.1 Buyer's Closing Conditions. The obligation of Buyer to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by Seller at the Closing) (the "Buyer's Closing Conditions"), which conditions may be waived by Buyer only in a writing executed by Buyer:
6.1.1 Title. Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to Buyer a standard coverage ALTA owner’s policy of title insurance ("Standard ALTA Policy") in favor of Buyer for the Real Property to be acquired by Buyer at the Closing (a) showing fee title to the subject Real Property vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer (provided that such endorsements are available in the State of California and are paid for in accordance with the terms in this Agreement), and (d) containing no exceptions other than the Permitted Exceptions (the "Owner's Title Policy"). Notwithstanding the foregoing, Buyer shall have the right to obtain an extended coverage ALTA owner’s policy of title insurance (“Extended ALTA Policy”) provided (i) Buyer pays the additional premium for such policy (ii) Buyer, at its sole cost and expense, obtains any survey, express map or other such instrument as required by Title Insurer for the issuance of extended coverage policy or Buyer agrees to accept Title Insurer's standard survey exception, and (iii) the issuance of the Extended ALTA policy shall not constitute a condition precedent to the Closing and shall not delay the Closing.
6.1.2 Seller's Due Performance. All of the representations and warranties of Seller set forth in this Agreement shall be true, correct, and complete in all material respects as of the Closing Date, and Seller, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing.
6.1.3 No Leases. At the Closing, all lessees, tenants, and occupants, if any, must have vacated the Real Property so that sole and exclusive possession of the Real Property being conveyed at the Closing can be provided to Buyer.
6.1.4 No Moratorium. There shall be no moratorium, prohibition, or any other measure, rule, regulation, restriction or limitation imposed by any governmental authority or private entity, restricting the availability of gas, sanitary sewer, water, electricity, telephone or cable television to the Property or restricting or precluding any inspections, or the issuance of any building or other permits, certificates of occupancy or other right or entitlement whose effect would be to preclude the construction, sale and occupancy of single-family homes on the Property as contemplated by Buyer; and
6.1.5 No Changes. The Property shall be in substantially the same physical condition on the Closing Date as existed on the Opening of Escrow, ordinary wear and tear excepted.
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4.25.25 6.1.6 New Encumbrances. Seller shall not have encumbered or granted any interest in or to the Property to any party for any reason whatsoever, include the grant or dedication of any easements, any security interest or otherwise burden the title or use of the Property after the Opening of Escrow.
6.1.7 Feasibility Notice. Buyer shall have delivered the Feasibility Notice pursuant to Section 4.1.3.
6.1.8 Acquisition of Fee Title to the Adjacent Properties. Buyer shall either be prepared to concurrently acquire, or shall have acquired, fee title to the entirety of the Walnut Property and the Gomez Property, as defined in and pursuant to Section 4.4.
6.1.9 Exemption from SLA. Receipt by Seller of a determination from HCD that the Land is exempt surplus land under Government Code Section 54221, Subdivision (f)(1)(B) that may be disposed under this Agreement in compliance with the SLA.
6.1.10 Environmental Review. Seller’s completion of the necessary environmental review in accordance with the CEQA for the Project or any Entitlements in connection with Buyer's acquisition of the Property.
6.1.11 Entitlements. Buyer shall have received all discretionary approvals and assurances from all appropriate governmental entities, including but not limited to the City of Fontana, for the Project and any related Entitlements.
6.2 Failure of Buyer's Closing Conditions. If any of Buyer's Closing Conditions described in Section 6.1 above have not been fulfilled within the applicable time periods, Buyer may:
6.2.1. Waive the unfulfilled Buyer's Closing Condition and close Escrow in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or
6.2.2 Terminate this Agreement by written notice to Seller and Escrow Agent, in which event (a) unless the failure of any applicable Buyer's Closing Condition is caused by a Buyer default, in which event Seller shall be entitled to pursue its rights and remedies pursuant to the terms of Section 12.2, the Deposit shall be immediately returned to Buyer; provided, however, the Deposit shall be paid to Seller if the close of Escrow does not occur on or before Outside Closing Date solely on the basis of the failure of the condition set forth in Section 6.1.8, and (b) to the extent that the failure of any applicable Buyer's Closing Condition is caused by a Seller default, Buyer shall be entitled to pursue its rights and remedies pursuant to the terms of Section 12.1.
6.3 Seller's Closing Conditions. The obligation of Seller to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by Buyer at the Closing) (the "Seller's Closing Conditions"), which conditions may be waived by Seller only in a writing executed by Seller:
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4.25.25 6.3.1 Buyer's Due Performance. All of the representations and warranties of Buyer set forth in this Agreement shall be true, correct, and complete in all material respects as of the applicable Closing Date, and Buyer, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Buyer to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing.
6.3.2 Exemption from SLA. Receipt by Seller of a determination from HCD that the Land may be disposed as "exempt surplus" under Government Code Section 54221, Subdivision (f)(1)(B).
6.3.3 Government Code § 65402 Compliance. The Planning Commission for the City of Fontana shall have determined that the disposition is consistent with the general plan, as required by Government Code § 65402.
6.3.4 Environmental Review. Seller’s completion of the necessary environmental review in accordance with the CEQA for the Project or any Entitlements in connection with Buyer's acquisition of the Property.
6.3.5. Entitlements. Buyer shall have received all discretionary approvals and assurances from all appropriate governmental entities, including but not limited to the City of Fontana, for the Project and any related Entitlements.
6.3.6 Acquisition of Fee Title to the Adjacent Properties. Buyer shall have acquired fee title to the entirety of the Walnut Property and the Gomez Property, as defined in and pursuant to Section 4.4.
7. Closing.
7.1 Closing Date. Subject to the terms and provisions of this Agreement, the Closing shall occur on or before the earlier of (i) fifteen (15) days following the satisfaction or written waiver of each of Buyer’s and Seller's Closing Conditions described in Section 6 or (ii) twenty four (24) months following Buyer’s delivery of its Feasibility Notice (the “Outside Closing Date”). Notwithstanding the foregoing, Buyer shall have the right to extend the Outside Closing Date for up to two (2) additional periods of six (6) months each, in each case by delivering to Escrow Agent and Seller, at least thirty (30) days prior to the previously scheduled Outside Closing Date, written notice of such extension (each, an “Extension Notice”) and delivering to Escrow Agent in immediately available funds the additional sum of Five Thousand Dollars ($5,000) (which amount, together with any and all interest earned thereon, shall hereinafter each be referred to an “Extension Deposit”, and collectively, the “Extension Deposits”). Each Extension Deposit, when made, shall become part of the Deposit, shall be nonrefundable except in the event of a Seller default, and shall be applicable to the Purchase Price at Closing. As used herein, the following terms shall have the following meanings: the "Closing" shall mean the recordation of the Grant Deed for the Property in the official records of the County (the "Official Records"); and the "Closing Date" shall mean the date upon which the Closing actually occurs. In the event Escrow has failed to close by the Outside Closing Date, any party not then in default under the terms of this Agreement may terminate this Agreement upon written notice to the other party and Escrow 12 Purchase and Sale Agreement
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4.25.25 Agent, whereupon, subject to the terms of Sections 12.1 and 12.2, as may be applicable, the Deposit shall be returned to Buyer and neither party shall have any further obligation to the other except for such obligations under this Agreement which by their terms survive such termination.
The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent.
7.2 Deliveries by Seller. On or before one (1) Business Day prior to the Closing Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording:
7.2.1 Grant Deed. The Grant Deed conveying the Real Property to Buyer in the form attached hereto as Exhibit "B" (the "Grant Deed");
7.2.2 Non-Foreign Affidavit. A Non-Foreign Affidavit in the form attached hereto as Exhibit "C" (the "Non-Foreign Affidavit");
7.2.3 State Affidavit. A California Franchise Tax Board Form 593 (the "State Affidavit");
7.2.4 General Assignment. A general assignment to Buyer of the Intangible Property in the form attached hereto as Exhibit "D" (the "General Assignment");
7.2.5 Owner's Affidavit. Any reasonable owner's affidavits and/or indemnification agreements and/or seller's certificate duly executed by Seller in the form customarily required by title insurance companies in the County, in connection with the issuance of title insurance, to remove standard exceptions for mechanic's, laborer's or materialman's liens, the gap period from the latest title update of Buyer's title insurance commitment and parties in possession;
7.2.6 Proof of Authority. Such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller, in a form and substance as may be reasonably required by Title Insurer or Escrow Agent; and
7.2.7 Other. Such other items, documents, and instruments as may be reasonably required by Buyer, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Seller at the Closing pursuant to this Agreement.
7.3 Deliveries by Buyer. On or before one (1) Business Day prior to the Closing Date, Buyer, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds and the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording:
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4.25.25 7.3.1 Purchase Price. Cash or other immediately available funds in an amount equal to the unpaid sum of the Purchase Price, as set forth in Section 2, less the Deposit as set forth in Section 2.1 and all of Buyer's share of the Closing Costs (and otherwise sufficient to close the transaction contemplated herein);
7.3.2 Proof of Authority. Such proof of Buyer's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents, or certificates on behalf of Buyer to act for and bind Buyer, in a form and substance as may be reasonably required by Title Insurer or Escrow Agent; and
7.3.3 Other. Such other items, documents, and instruments as may be reasonably required by Seller, Title Insurer, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement.
7.4 Actions by Escrow Agent. Provided that Escrow Agent shall not have received written notice from Buyer or Seller of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when Buyer and Seller have deposited into Escrow the documents and funds required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the terms hereof, Escrow Agent shall, in the order and manner herein below indicated, take the following actions:
7.4.1 Recording. Cause the Grant Deed and any other documents customarily recorded and/or that the parties hereto may mutually direct to be recorded in the Official Records and obtain conformed copies thereof for distribution to Buyer and Seller.
7.4.2 Funds. Disburse all funds as follows:
7.4.2.1 Pursuant to the "Closing Statement" (as hereinafter defined), retain for Escrow Agent's own account all escrow fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any other persons or entities entitled thereto the amount of any other Closing Costs;
7.4.2.2 Disburse to Seller an amount equal to the Purchase Price less an amount equal to that portion of the Deposit released to Seller, less or plus the net debit or credit to Seller by reason of the prorations and allocations of Closing Costs provided for in this Agreement; and
7.4.2.3 Disburse to the party who deposited the same any remaining funds in the possession of Escrow Agent after the payments pursuant to Sections 7.5 and 7.6 have been completed.
7.4.3 Delivery of Documents. Deliver: (a) to Seller (i) one original of all documents deposited into Escrow (other than the Grant Deed, the other documents recorded pursuant to the terms of this Agreement, the Non-Foreign Affidavit, the State Affidavit and the 14 Purchase and Sale Agreement
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4.25.25 General Assignment), (ii) one copy of the Non-Foreign Affidavit, the State Affidavit and the General Assignment, and (iii) one conformed copy of each document recorded pursuant to the terms of this Agreement; and (b) to Buyer, (i) one original of all documents deposited into Escrow (other than the Grant Deed and the other documents recorded pursuant to the terms of this Agreement, but including, without limitation, the General Assignment, Non-Foreign Affidavit and the State Affidavit), and (ii) the one conformed copy of each document recorded pursuant to the terms of this Agreement. Originals of any documents recorded at Closing shall be delivered after such recording as indicated thereon.
7.4.4 Owner's Title Policy. Cause Title Insurer to issue or be irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy to Buyer.
7.5 Prorations/Apportionment.
7.5.1 Method of Proration. All state, city and county taxes and assessments levied or imposed upon or assessed against the Property for the year in which the Closing occurs shall be prorated between Buyer and Seller as of the Closing Date based on a 365- day year. In the event Seller has paid only a portion of the taxes billed for the year in which Closing occurs due to the pendency of a protest of such taxes, then, in connection with Closing, Seller shall deposit with Escrow Agent an amount equal to Seller's pro rata share of the resulting underpayment. Any such deposit with Escrow Agent shall be held in escrow by Escrow Agent pending final resolution of such protest, pursuant to escrow instructions reasonably acceptable in form and substance to Buyer, Seller, Escrow Agent and their respective counsel. All nondelinquent real estate taxes and assessments levied or imposed upon or assessed against the Property shall be prorated based on the actual current tax bill, but if such tax bill has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto within ten (10) days following delivery of written demand therefor by the requesting party to the other party together with a copy of such tax bill so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing.
7.5.1.1 If any expenses attributable to the Property and allocable to the period prior to a Closing are discovered or billed after such Closing, the parties shall, working cooperatively and in good faith, make any necessary adjustment after the Closing by cash payment to the party entitled thereto within ten (10) days following delivery of written demand therefor by the requesting party to the other party together with copies of invoices for such expenses so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. However, in all instances the parties shall make all such adjustments not later than one hundred and eighty (180) days after the Closing.
7.5.1.2 In the event that the amount of any item to be prorated is not determinable at the time of the Close of Escrow, such proration shall be made on the basis of the best available information, and the parties shall re-prorate such item, subject to the time limitations 15 Purchase and Sale Agreement
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4.25.25 set forth in Section 7.5.1.1 above, promptly upon receipt of the applicable bills therefor and shall make between themselves any equitable adjustment required by reason of any difference between the estimated amount used as a basis for the proration at the Close of Escrow and the actual amount subject to proration. In the event any prorated item is due and payable at the time of the Close of Escrow, the same shall be paid at the Close of Escrow. If any prorated item is not paid at the Close of Escrow, Seller shall deliver to Buyer the bills therefor promptly upon receipt thereof and Buyer shall be responsible for the payment in full thereof within the time fixed for payment thereof and before the same shall become delinquent. In making the prorations required by this paragraph, the economic burdens and benefits of ownership of the Property for the Closing Date shall be allocated to Buyer.
7.5.2 Survival. The obligations under this Section 7.5 shall survive the Closing and the delivery and recordation of the Grant Deed for the Property.
7.6 Closing Costs. Each party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the parties as follows:
7.6.1 Seller shall pay the cost of any transfer tax required to be paid pursuant to this transaction;
7.6.2 Escrow Agent's escrow fees and costs shall be paid one-half by Seller and one-half by Buyer;
7.6.3 The cost of the Owner's Title Policy attributable to the standard coverage portion of the ALTA owner’s policy of title insurance shall be paid by Seller;
7.6.4 The cost of the Owner's Title Policy attributable to the extended coverage portion of the ALTA owner’s policy of title insurance, if any, shall be paid by Buyer;
7.6.5 The cost of any endorsements to the Owner's Title Policy shall be paid by Buyer or Seller if Seller has agreed to provide any endorsements in accordance with this Agreement; and
7.6.6 All recording fees and other closing fees and costs shall be charged to and paid by Seller and Buyer in accordance with customary practices in the County.
7.7 Closing Statement. Five (5) days prior to the Closing Date, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") setting forth: (a) the proration amounts allocable to each of the parties pursuant to Section 7.5.1; and (b) the Closing Costs allocable to each of the parties pursuant to Section 7.6. Based on each of the party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the parties at the Closing (the "Closing Statement").
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4.25.25 7.8 Deliveries Outside of Escrow. Upon the Closing, Seller shall deliver sole and exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions.
Further, Seller hereby covenants and agrees to deliver to Buyer, upon the Closing, the Intangible Property, including, without limitation, the original Property Materials. This Section 7.8 shall survive the Closing.
8. Seller's Representations and Warranties. Seller represents and warrants to and agrees with Buyer, as of the Effective Date and as of the Closing Date, as follows:
8.1 Seller's Authority; Validity of Agreements. Seller has full lawful right, power, capacity and authority to sell the Property to Buyer in accordance with the terms, provisions and conditions of this Agreement and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller has/have the legal power, right, and actual authority to bind Seller to the terms hereof and thereof. This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Seller in connection with this Agreement shall be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not result in any violation of, or conflict with, or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller or the Property.
8.2 Litigation. There is no litigation, arbitration, actions, suits or proceedings pending or to Seller's actual knowledge threatened against, by or affecting Seller or any of its officers, directors, trustees, executors or beneficiaries which affect title to the Property, or which will result in a lien, charge, encumbrance or judgment against any part of or any interest in the Property, or which question the validity or enforceability of this Agreement or of any action taken by Seller or any of its officers, directors or beneficiaries under this Agreement, in any court or before any governmental authority, domestic or foreign.
8.3 Due Execution; No Breach. The execution of and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Closing Date, and the performance by Seller of Seller's duties and obligations under this Agreement and of all other acts of Seller necessary and appropriate for the full consummation of the purchase and sale of the Property as contemplated by and provided for in this Agreement, are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, any judicial order or judgment of any nature by which Seller is bound, or the organizational documents of Seller; and this Agreement, and the covenants and agreements of Seller under this Agreement, are the valid and binding obligations of Seller, enforceable in accordance with their terms.
8.4 No Indebtedness. On the Closing Date, there will be no indebtedness to any contractor, laborer, mechanic, materialman, architect, engineer or any other person for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the 17 Purchase and Sale Agreement
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4.25.25 Property for which any such person could claim a lien against the Property. In furtherance hereof, Seller agrees to pay in full any contractors, subcontractors, consultants, engineers, architects, authorities or others who performed work for or on behalf of Seller in connection with the Property.
8.5 No Violations of Environmental Laws. To Seller’s knowledge and except as disclosed in the Property Materials: (a) the Property is not in, nor has it been or is it currently under investigation for violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under, or about the Property, including, but not limited to, soil and groundwater conditions ("Environmental Laws"); (b) the Property has not been subject to a deposit of any Hazardous Substance; (c) neither Seller nor any third Party has used, generated, manufactured, stored, or disposed in, at, on, or under the Property any Hazardous Substance; and (d) there is not now in, on, or under the Property any underground or above ground storage tanks or surface impoundments, any asbestos containing materials, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other equipment. Seller hereby assigns to Buyer as of the Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to any other applicable federal, state or other laws that Seller may have against any third-party or parties relating to the existence or presence of any Hazardous Substance in, at, on, under, or about the Property. For purpose of this Agreement, the term "Hazardous Substance" shall be deemed to include any wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws including, without limitation, per- and polyfluoroalkyl substances (PFAS).
8.6 No Other Commitments. Except as may be disclosed in the Title Report, Seller has not made any commitment or representation to any governmental authority, or any adjoining or surrounding property owner, that would in any way be binding on Buyer or would interfere with Buyer’s ability to develop and improve the Property, and Seller shall not make any such commitment or representation that would affect the Property or any portion thereof, without Buyer’s written consent.
8.7 No Default. Seller is not aware of any default under the provisions of any deed of trust, mortgage, or other encumbrances, liens, or restrictions that affect the Property. Seller shall pay all amounts when due with regard to the Property until Closing.
8.8 Property Materials. Seller is not aware of any material defects, deficiencies, or inaccuracies in any of the Property Materials.
8.9 Third-Party Rights. Seller has not entered into any agreements currently in effect pursuant to which Seller has granted any rights of first refusal to purchase all or any part of the Property, options to purchase all or any part of the Property or other rights whereby any individual or entity has the right to purchase all or any part of the Property.
8.10 Taxes and Special Assessments. To the Seller’s knowledge, except as set forth in the preliminary title report or the Property Materials, the Property is not within an assessment district, communities facilities district or any other special taxing district, nor has any application been made or submitted for the creation of any special taxing district with respect to the Property or the annexation of the Property thereto. To the Seller’s knowledge, the Seller has not received notice, either oral or written, and has no knowledge that any governmental authority 18 Purchase and Sale Agreement
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4.25.25 or quasi-governmental authority intends to commence construction of any special or off-site improvements affecting the Property or impose any special or other assessment against the Property in connection therewith. To the Seller’s knowledge, the Seller has not received any oral or written notification from any governmental authority or quasi-governmental authority having jurisdiction over the Property requiring any work to be done on or affecting the Property.
8.11 Request for Approval of SLA Exempt Surplus Land Declaration. Following the declaration of the Property as exempt surplus land, Seller will submit the approved resolution to HCD for approval.
8.12 Survival. All of the representations, warranties, and agreements of Seller set forth in this Agreement shall be true upon the Effective Date, shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Grant Deed and the Closing for a period of twelve (12) months. Prior to a termination of this Agreement, Seller shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Seller's representations or warranties to become untrue. From and after the Effective Date, Buyer and Seller shall advise the other in writing of any information it receives which indicates that a representation or warranty made by Seller in this Section 8 is, or has become, untrue in any material respect. Seller shall have up to thirty (30) days from receipt of Buyer's written notice to attempt to remedy the breach or inaccuracy in such representation or warranty, or such additional period as is reasonably necessary to effect such remedy, provided Seller commences such remedy within such thirty (30) day period and diligently pursues the same to completion. In the event Seller is unwilling or unable to remedy such inaccuracy within such period, Buyer shall have the right, exercisable by giving written notice to Seller and Escrow Agent within five (5) Business Days after the expiration of Seller's cure period, either (i) to terminate this Agreement, receive the return of the entire Deposit (including any amounts which would otherwise have been nonrefundable), or (ii) to consummate the transaction contemplated by this Agreement, provided that if the breach or inaccuracy of Seller's representation or warranty is due to Seller's breach or default, then Buyer shall also have the rights and remedies set forth in Section 12.1.
8.13 Seller's Knowledge. For purposes of this Section 8, Seller's knowledge shall mean the actual knowledge of Ray Ebert, Deputy City Manager ("City's Representative"), personally, or their replacement in the event they are no longer employed by Seller, as of the Effective Date and as of the Closing Date, without duty of inquiry or investigation. Seller represents and warrants that City's Representative is the representative of Seller with the most knowledge of the Property and the subject matter of Seller's representations and warranties set forth in this Section 8.
8.14 Prevailing Wages.
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4.25.25 8.14.1 Buyer acknowledges that the City has not made any representation, express or implied, to Buyer or any person associated with Buyer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Sections 1720, et seq. Buyer shall assume the responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.
8.14.2 Buyer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. Buyer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 8.14, 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 AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”
BY INITIALING BELOW, BUYER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION.
_________________
Buyer’s Initials
8.15 Indemnity. In addition to any other specific indemnification or defense obligations of Buyer set forth in this Agreement, except for (i) Seller’s breach of this Agreement, (ii) the untruth or inaccuracy of any of Seller’s express representations, (iii) the gross negligence or willful misconduct of Seller or any Indemnified Parties, (iv) any personal injury or tort claims brought by any third parties arising or occurring prior to the Closing, provided such personal injury or tort does not arise from and is not caused by the acts or omissions of Buyer or its agents or contractors; (v) any matter relating to hazardous substances located on the Land prior to the Closing unless caused by Buyer (collectively, the “Excluded Claims”), Buyer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney’s fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of Buyer or Buyer’s officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by Buyer related to this Agreement, the Property, or the 20 Purchase and Sale Agreement
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4.25.25 Project, or any authority or obligation exercised or undertaken by Buyer under this Agreement.
Without limiting the generality of the foregoing, Buyer’s obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers’ compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Project or the Property on behalf of Buyer by any person or entity
9. Buyer's Representations and Warranties. Buyer represents and warrants to and agrees with Seller, as of the Effective Date and as of the Closing Date, as follows:
9.1 Due Organization. Buyer is a Delaware limited liability company duly organized, validly existing, authorized to do business in the State of California, and in good standing under the laws thereof.
9.2 Buyer's Authority; Validity of Agreements. Buyer has full lawful right, power, capacity and authority to purchase and acquire the Property from Seller in accordance with the terms, provisions and conditions of this Agreement and to carry out its obligations hereunder.
The individual(s) executing this Agreement and the instruments referenced herein on behalf of Buyer has/have the legal power, right, and actual authority to bind Buyer to the terms hereof and thereof. This Agreement is, and all other instruments, documents, and agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by Buyer and the valid, binding, and enforceable obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate any provision of any law, statute, ordinance, rule, regulation, agreement or judicial order to which Buyer is a party or to which Buyer is subject.
9.3 Survival. All of the representations, warranties, and agreements of Buyer set forth in this Section 9 shall be true upon the Effective Date, shall be deemed to be repeated at and as of the Closing Date and shall survive the delivery of the Grant Deed and the Closing for a period of twelve (12) months (the "Limitation Period"). Prior to a termination of this Agreement, Buyer shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Buyer's representations or warranties to become untrue. The Limitation Period shall apply to known and unknown breaches of such obligations of Seller. Buyer specifically acknowledges that such termination of liability at the expiration of the Limitation Period represents a material element of the consideration to Seller under this Agreement.
10. AS-IS. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS
FOLLOWS: (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THIS TYPE OF PROPERTY AND, SPECIFICALLY, THIS PROPERTY; (B) EXCEPT AS MAY BE
SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE GRANT DEED, AND/OR ANY
OTHER DOCUMENT OR INSTRUMENT DELIVERED BY SELLER AT THE CLOSING (THE "EXPRESS REPRESENTATIONS"), NEITHER SELLER NOR ANY OF ITS
RESPECTIVE AGENTS, REPRESENTATIVES, ELECTED OFFICIALS OR EMPLOYEES
HAS MADE OR WILL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH 21 Purchase and Sale Agreement
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4.25.25 RESPECT TO THE PROPERTY; AND (C) THE PROPERTY IS BEING SOLD TO BUYER IN ITS PRESENT "AS IS" CONDITION SUBJECT TO THE EXPRESS REPRESENTATIONS AND SELLER'S COVENANTS IN THIS AGREEMENT. SUBJECT TO THE EXPRESS
REPRESENTATIONS AND THE TERMS HEREOF, BUYER WILL BE AFFORDED THE
OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND
SUCH RELATED MATTERS AS BUYER MAY REASONABLY DESIRE AND,
ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS AND SELLER'S
COVENANTS IN THIS AGREEMENT, BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN PURCHASING THE PROPERTY.
11. RISK OF LOSS.
11.1 Condemnation. If, prior to the Closing, all or any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer in writing of such fact.
In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) Business Days after receipt of such notice from Seller, in which event the Deposit shall be returned to Buyer. Notwithstanding the foregoing, Buyer's failure to provide written notice of Buyer's election to terminate within such ten (10) Business Day period shall be deemed Buyer's election to terminate this Agreement. Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate in any proceedings and negotiations with respect to the taking and any transfer in lieu of taking (and Seller shall not consummate any transfer in lieu of taking without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed). If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at, and as a condition precedent to Buyer’s obligation to proceed with, the Closing, must: (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of all awards for the taking (and any consideration for any transfer in lieu of taking) actually received by Seller; and (ii) assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to any future awards for the taking (and any consideration for any transfer in lieu of taking); and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement.
11.2 Casualty. Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole, contamination by hazardous materials or other casualty shall be borne and assumed by Seller. If, prior to the Closing, any portion of the Property is damaged as a result of any earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, contamination by hazardous materials or other casualty, Seller shall immediately notify Buyer in writing of such fact. In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within ten (10) Business Days after receipt of any such notice from Seller, in which event the Deposit shall be returned to Buyer. Notwithstanding the foregoing, Buyer's failure to provide written notice of Buyer's election to terminate within such ten (10) Business Day period shall be deemed Buyer's election to terminate this Agreement. Prior to any termination or deemed termination of this Agreement, Buyer shall have the right to participate in any adjustment of the insurance claim. If Buyer waives the right to terminate this Agreement and elects to proceed with 22 Purchase and Sale Agreement
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4.25.25 the Closing, then (a) Seller, at, and as a condition precedent to Buyer’s obligation to proceed with, the Closing, must either: (i) pay to Buyer (or direct Escrow Agent to credit Buyer against the Purchase Price for) the amount of any insurance proceeds actually received by Seller plus the amount of any deductible under Seller’s insurance; or (ii) if no insurance proceeds have been received by Seller, assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller’s insurance policy; and (b) the Parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement.
12. Remedies.
12.1 Default by Seller. IF ESCROW FAILS TO CLOSE DUE TO SELLER'S
DEFAULT UNDER THIS AGREEMENT, THE PARTIES AGREE THAT BUYER'S SOLE AND EXCLUSIVE REMEDIES SHALL BE:
(a) TO TERMINATE THIS AGREEMENT UPON
DELIVERY OF WRITTEN NOTICE TO THE SELLER AND ESCROW AGENT (IN WHICH
CASE, EXCEPT AS OTHERWISE SET FORTH HEREIN AS EXPRESSLY SURVIVING A
TERMINATION OF THIS AGREEMENT AND THE PARTIES' DUTIES UNDER THIS
SECTION, THE RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF BUYER AND
SELLER UNDER THIS AGREEMENT SHALL FORTHWITH TERMINATE WITHOUT FURTHER LIABILITY) AND RECOVER THE DEPOSIT. SELLER SHALL PAY ANY CANCELLATION CHARGES DUE TO ESCROW AGENT AND THE TITLE INSURER. IN
NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES AND BUYER HEREBY WAIVES ANY AND ALL RIGHT TO PURSUE SUCH DAMAGES; OR
(b) BUYER MAY INSTITUTE AN ACTION (WITHOUT
THE NECESSITY OF PROVING IRREPARABLE HARM OR POSTING SECURITY) (A "SPECIFIC PERFORMANCE ACTION") SEEKING SPECIFIC PERFORMANCE OF
SELLER'S OBLIGATIONS UNDER THIS AGREEMENT AND RECORD AND MAINTAIN
AGAINST THE PROPERTY A NOTICE OF LIS PENDENS IN ACCORDANCE WITH
APPLICABLE LAW SO LONG AS BUYER SHALL HAVE FILED THE SPECIFIC PERFORMANCE ACTION WITHIN NINETY (90) DAYS OF THE DATE THE CLOSING WAS TO HAVE OCCURRED. NOTWITHSTANDING THE FORGOING, IF SPECIFIC
PERFORMANCE IS NOT AVAILABLE TO BUYER DUE TO THE INTENTIONAL
ACTIONS OF THE SELLER OR ANY PARTY ACTING ON BEHALF OF OR WITH
AUTHORITY OF THE SELLER THEN BUYER MAY SEEK ANY REMEDIES AVAILABLE
AT LAW OR IN EQUITY AND TO RECOVER ITS ACTUAL, OUT-OF-POCKET DAMAGES FROM SELLER EXERCISING ALL AVAILABLE REMEDIES.
IF BUYER RECOVERS LIQUIDATED DAMAGES IN ACCORDANCE
WITH SECTION 12.1(a), SUCH AMOUNTS SHALL BE DEEMED TO CONSTITUTE A
REASONABLE ESTIMATE OF BUYER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND SHALL CONSTITUTE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR SELLER'S FAILURE TO CLOSE ESCROW. 23 Purchase and Sale Agreement
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4.25.25 THE FOREGOING SHALL NOT LIMIT BUYER'S RIGHTS OR
REMEDIES (WHETHER ARISING AT LAW OR IN EQUITY) TO RECEIVE
REIMBURSEMENT FOR REASONABLE ATTORNEYS' FEES AND COSTS IN
ACCORDANCE WITH THIS AGREEMENT OR FOR ANY CLAIMS RELATING TO
SELLER'S WILLFUL MISCONDUCT OR FRAUD, NOR WAIVE OR AFFECT BUYER'S
RIGHTS AND SELLER'S OBLIGATIONS UNDER ANY SECTION HEREIN WHICH
STATES THAT AN OBLIGATION ON THE PART OF SELLER TO INDEMNIFY AND/OR DEFEND BUYER.
BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE AND
AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR
UNKNOWN, IT WOULD BE EXTREMELY DIFFICULT, COSTLY AND IMPRACTICAL TO ESTABLISH DAMAGES FOR EITHER PARTY. ACCORDINGLY, BOTH BUYER AND
SELLER, BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, DO HEREBY ACKNOWLEDGE AND AGREE THAT TERMS SET FORTH IN THIS SECTION 12.1 ARE NEGOTIATED AND REASONABLE.
Buyer's Initials ________ Seller's Initials __________
12.2 Default by Buyer. IF BUYER SHALL BREACH ANY OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT OR OTHERWISE FAIL TO PERFORM ANY OF
BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, AND IF SUCH FAILURE CONTINUES FOR TEN (10) BUSINESS DAYS AFTER SELLER PROVIDES BUYER AND
ESCROW AGENT WITH WRITTEN NOTICE THEREOF (EXCEPT THAT THIS NOTICE AND OPPORTUNITY TO CURE SHALL BE FIVE (5) BUSINESS DAYS WITH RESPECT
TO BUYER'S FAILURE TO TIMELY MAKE ANY CLOSING DELIVERIES PURSUANT TO SECTION 7.3 HEREOF), THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY FOR
SUCH DEFAULT, CANCEL THIS AGREEMENT AND RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS
AGREEMENT AND FOR TAKING THE PROPERTY OFF THE MARKET, AND NOT AS A PENALTY. BUYER AND SELLER HAVE DETERMINED AND HEREBY AGREE THAT IT
WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO
ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT
WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ANY OF ITS
OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND
THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN AMOUNT EQUAL TO THE DEPOSIT. ACCORDINGLY,
BUYER AND SELLER AGREE THAT IF BUYER BREACHES ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT OR OTHERWISE DEFAULTS HEREUNDER, SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. SELLER AGREES THAT THESE
LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR
OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TO
WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. THE PAYMENT AND RETENTION OF THE DEPOSIT TOGETHER WITH SELLER’S ENTITLEMENT COSTS INCURRED BY SELLER AS OF THE DATE OF
SUCH TERMINATION AS LIQUIDATED DAMAGES IS NOT INTENDED AS A 24 Purchase and Sale Agreement
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4.25.25 FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE
FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS PARAGRAPH IN THE APPROPRIATE SPACES PROVIDED BELOW:
Seller's Initials Buyer's Initials
13. Broker and Consultant Fees. Each of Buyer and Seller hereby represents and warrants to and agrees with each other that it has not had, and shall not have, any dealings with any third party to whom the payment of any broker's fee, finder's fee, commission, or other similar compensation shall or may become due or payable in connection with the transaction contemplated hereby. Seller shall indemnify, defend, protect, and hold Buyer harmless for, from, and against any and all Claims incurred by Buyer by reason of any breach or inaccuracy of the representation, warranty, and agreement of Seller contained in this Section. Buyer shall indemnify, defend, protect, and hold Seller harmless from and against any and all Claims incurred by Seller by reason of any breach or inaccuracy of the representation, warranty, and agreement of Buyer contained in this Section. The provisions of this Section shall survive the Closing or earlier termination of this Agreement and shall not merge therein.
14. Miscellaneous Provisions.
14.1 Governing Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts-of-laws principles that would require the application of any other law. Each party hereby consents to the exclusive jurisdiction of any court of competent jurisdiction in San Bernardino County, California in any action related to or arising under this Agreement.
14.2 Entire Agreement. This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations, or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically set forth herein or in the documents delivered pursuant hereto or in connection herewith.
14.3 Modification; Waiver. No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Failure by any party to complain of any action, nonaction or breach of any other party shall not constitute a waiver of any aggrieved party's rights hereunder. Waiver by any party of any right arising from any breach of any other party shall not constitute a waiver of any other right arising from a subsequent breach of the same obligation or for any other default, past, present or future.
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4.25.25 14.4 Notices. All notices, consents, requests, reports, demands or other communications hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered or certified mail, by courier, or by Federal Express (or other reputable overnight delivery service) for overnight delivery, as follows:
To Buyer: Fontana Investment 2023 LLC
10621 Civic Center Drive
Rancho Cucamonga, CA 91730
Attn: Matthew A. Jordan
Telephone: (909) 481-1150
Email: [email protected]
With a copy to: Randall Coffee & Humphrey LLP
3200 Park Center Drive, Suite 950
Costa Mesa, CA 92626
Attn: Timothy L. Randall, Esq.
Telephone: (949) 757-1600
Email: [email protected]
To Seller: City of Fontana
City Hall
8353 Sierra Avenue
Fontana, CA 92335
Attn: City Manager
Telephone: (909) 350-7600
With copies to: Best, Best & Krieger LLP
2855 E. Guasti Road, Suite 400
Ontario, CA 91761
Attn: Ruben Duran
Telephone: (909) 989-8584
To Escrow Agent: Sandra Arellano
Ticor Title Company
2500 Porsche Way
Ontario, California 91764
Telephone: (909) 579-1515
Email: [email protected]
or to such other address or such other person as the addressee party shall have last designated by Notice to the other party and Escrow Agent. All Notices shall be deemed to have been given delivery or first attempted delivery if delivered by United States Postal Service (postage prepaid) or by overnight delivery service, courier, electronic mail (so long as receipt is acknowledged or otherwise confirmed), or personally delivered. Notice to a party shall not be effective unless and until each required copy of such Notice is given. The inability to deliver a Notice because of a changed address of which no Notice was given or an inoperative email address for which no Notice 26 Purchase and Sale Agreement
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4.25.25 was given of a substitute email address, or any rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept. Any Notice to be given by any party hereto may be given by legal counsel for such party. Telephone numbers are provided herein for convenience only and shall not alter the manner of giving Notice set forth in this Section 16.4. The parties expressly acknowledge and agree that, notwithstanding any statutory or decisional law to the contrary, the printed product of an electronic mail transmittal shall be deemed to be "written" and a "writing" for all purposes of this Agreement.
14.5 Expenses. Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 7.6 of this Agreement and of any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in connection with this Agreement shall be borne by such party.
14.6 Severability. Any provision or part of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction.
14.7 Successors and Assigns. Subject to the terms of Section 14.16, all of the parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective successors and assigns.
14.8 Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. In addition, if any party uses signed documents which have been electronically scanned and transmitted by electronic mail, Escrow Agent and the other party are authorized to rely upon such documents as if they bore original signatures.
14.9 INTENTIONALLY DELETED
14.10 Headings. The Section headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or interpretation of any provision hereof.
14.11 Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement.
14.12 Further Assurances. At the Close of Escrow, and from time to time thereafter, Buyer and Seller shall do all such additional and further acts, and shall execute and deliver all such additional and further deeds, affidavits, instruments, certificates and documents, as either party, Escrow Agent or the Title Insurer may reasonably require to fully effectuate the terms and conditions of this Agreement, including, without limitation, to vest in and assure to 27 Purchase and Sale Agreement
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4.25.25 Buyer full right, title and interest in and to the Property to the full extent contemplated by this Agreement and otherwise to effectuate the purchase and sale of the Property as contemplated by and provided for in this Agreement.
14.13 Construction. As used in this Agreement, the masculine, feminine, and neuter gender and the singular or plural shall each be construed to include the other whenever the context so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning, without regard to any presumption or rule of construction causing this Agreement or any part of it to be construed against the party causing the Agreement to be written. The parties acknowledge that each has had a full and fair opportunity to review the Agreement and to have it reviewed by counsel. If any words or phrases in this Agreement have been stricken, whether or not replaced by other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous) as if the stricken matter never appeared and no inference shall be drawn from the former presence of the stricken matters in this Agreement or from the fact that such matters were stricken.
14.14 Attorneys' Fees. In the event that either party hereto brings any legal action or proceeding against the other party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing party in such action or proceeding shall be awarded reasonable costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees, charges, disbursements, and the fees and costs of expert witnesses. If any party secures a judgment in any such action or proceeding, then any reasonable costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing party in enforcing such judgment, or any reasonable costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment. The phrase "prevailing party" shall mean the party who receives substantially the relief desired, whether by dismissal, summary judgment, judgment, settlement, or otherwise. The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment. This Section shall survive the Closing and any earlier termination of this Agreement.
14.15 Business Days. As used herein, the term "Business Day" shall mean a day that is not a Friday, Saturday, Sunday, or legal holiday. In the event that the date for the performance of any covenant or obligation under this Agreement shall fall on a Saturday, Sunday, or legal holiday, the date for performance thereof shall be extended to the next Business Day.
Similarly, in the event that the day for the performance of any covenant or obligation under this Agreement involving Escrow Agent shall fall on a Business Day on which Escrow Agent is closed for business to the public, the date for performance thereof shall be extended to the next Business Day on which Escrow Agent is open for business to the public.
14.16 Assignment. Except as provided below, Buyer's rights and obligations hereunder shall not be assignable without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer shall have the right to assign all or a portion of its rights and obligations hereunder without the prior written consent of Seller to (i) any Buyer Affiliate, (ii) a limited liability company in which Buyer is one of the managers or managing members, (iii) a 28 Purchase and Sale Agreement
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4.25.25 successor by way of merger or consolidation or the acquisition of all or substantially all of Buyer's assets, or (iv) an entity formed by Buyer for the purpose of acquiring title to all or a portion of the Property pursuant to the terms of this Agreement. For purposes of this Agreement, "Buyer Affiliate(s)" means any person or entity that controls, is controlled by or is under common control with Buyer, with "control" for purposes of this sentence meaning the possession of the power to direct or cause the direction of the management and policies, whether through ownership of voting securities or otherwise, in the controlled entity In the event of any assignment by Buyer, the assignee will be and become: (a) the grantee of the Grant Deed for the Property; (b) the insured owner under the Owner's Title Policy for the Property; and (c) the person(s) having the right or obligation to (1) deliver statements, (2) deliver documents, (3) give approvals, (4) waive conditions, or (5) make demands, all as may be permitted or required by this Agreement and not then already accomplished by Buyer or another approved assignee, provided that such assignee shall also expressly assume all obligations of "Buyer" under this Agreement. Subject to the provisions of this Section, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Any assignment made in violation of this Section shall be deemed null, void and of no force or effect.
14.17 Confidentiality. Except as otherwise expressly permitted in this Section and as may be reasonably necessary to consummate the purchase and sale herein provided, the parties hereto, and each of them, shall not disclose or release, and shall exercise commercially reasonable efforts not to permit to be disclosed or released by any of their agents, attorneys or employees, to any person, directly or indirectly, by themselves or any of their respective employees, attorneys or agents, orally or in writing, either this Agreement or any of its terms, conditions or covenants, and shall take all steps reasonably necessary or appropriate to preserve the confidentiality thereof, and to prevent any unauthorized duplication, distribution, or release thereof, or of any summary thereof. Notwithstanding any provision to the contrary herein contained, the parties hereto shall not be prohibited by this Section from disclosing or releasing a copy of this Agreement or a summary of its terms, conditions or covenants (i) to any accountant or auditor retained by either party, to examine and report on the books and records and/or the financial condition of the parties hereto, (ii) if the Seller determines, in its reasonable discretion, that disclosure is required pursuant to applicable law, rule, regulation, valid and effective subpoena or order or other compulsory instrument issued by or under the authority of a court of competent jurisdiction, by a governmental agency, or other legal requirement, (iii) in the case of Buyer, to Buyer Affiliates, lenders, attorneys, accountants, consultants, advisers and any Permitted Assignee and in connection therewith Buyer shall exercise its best efforts to have such Buyer Affiliates, lenders, attorneys, accountants, consultants, advisers and Permitted Assignee agree to maintain the confidentiality of this Agreement and the transaction contemplated herein, and (iv) in the event an action is commenced by Buyer or Seller against the other concerning this Agreement. The foregoing covenants shall not apply to any document or the contents thereof which may be (a) disclosed in any public records of any kind or otherwise in the public domain, (b) available on a nonconfidential basis prior to its disclosure by any of the parties hereto, (c) available to a party hereto on a nonconfidential basis from a person who is not otherwise known by such party to be bound by a confidentiality agreement with the disclosing party, or (d) independently developed by a party hereto without reliance on information provided by the disclosing party. The confidentiality obligations under this Section 14.17 will terminate upon the earlier of (1) the Close of Escrow or (2) one (1) year after the termination of this Agreement.
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4.25.25 14.18 No Partnership. Nothing in this Agreement shall be deemed in any way to create between the parties any relationship of partnership, joint venture or association, and the parties disclaim the existence thereof.
14.19 Limited Liability. Seller, on its own behalf and on behalf of the past, present and future officers, elected officials, employees, agents, and representatives, hereby agrees that in no event shall Buyer or any of any of the past, present and future officers, directors, partners, members, shareholders, employees, agents, representatives and Buyer Affiliates, and their respective successors and assigns, have any personal liability under this Agreement to Seller or to any of Seller's creditors. Buyer, on its own behalf and on behalf of the past, present and future officers, directors, partners, members, shareholders, employees, agents, managers, representatives and Buyer Affiliates, and their respective successors and assigns, hereby agrees that in no event shall Seller or any of its past, present and future officers, elected officials, employees, agents, and representatives have any personal liability under this Agreement to Buyer, the Buyer Affiliates, or to any of Buyer's creditors.
[Signatures appear on the following page]
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.
SELLER:
CITY OF FONTANA, a municipal
corporation
By:___________________________
BUYER:
FONTANA INVESTMENT 2023 LLC,
a Delaware limited liability company
By: Diversified Pacific Development Group,
LLC, a California limited liability company
Its: Manager
By:______________________________________
Matthew A. Jordan,
Its: Co-Managing Member
APPROVED AS TO FORM:
By:___________________________
APPROVED AS TO FORM:
RANDALL, COFFEE & HUMPHREY, LLP
By:___________________________
Timothy L. Randall
Attorney for Fontana Investment 2023 LLC
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4.25.25 ESCROW AGENT:
The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions, agrees to act as Escrow Agent under this Agreement in strict accordance with its terms and conditions which are applicable to Escrow Agent, agrees to insert as the "Effective Date" on page 1 hereof, if not otherwise dated, the latest date this Agreement was signed by Seller and Buyer and delivered to Escrow Agent, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby.
TICOR TITLE COMPANY
By:
Name: ______________________________
Title: _______________________________
LIST OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT “B” GRANT DEED
EXHIBIT "C" NON-FOREIGN AFFIDAVIT
EXHIBIT "D" GENERAL ASSIGNMENT
EXHIBIT “E” LEGAL DESCRIPTION OF THE WALNUT PROPERTY
EXHIBIT “F” LEGAL DESCRIPTION OF THE GOMEZ PROPERTY
EXHIBIT “G” DEPICTION OF CONSTRUCTION ACCESS AREA
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4.25.25 EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THE EAST ½ OF THE SOUTH ½ OF LOT 26 OF THE PRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF HAPS, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA IN THE CITY OF FONTANA’ COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA’ ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN.
THE NORTHEAST 1/4 OF LOT 25 OF THE FRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF MAPS, RECORDS OF SAN BERNARDINO
COUNTY, STATE OF CALIFORNIA, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST SAN BERNARDINO BASE AND MERIDIAN.
APNS: 0228-051-14; 0228-051-15
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4.25.25 EXHIBIT “B”
GRANT DEED
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
DOCUMENTARY TRANSFER TAX $ (Space Above For Recorder’s Use) Computed on the consideration or value of property
conveyed; OR
Computed on the consideration or value less liens
or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax–Firm Name APNS: 0228-051-14; 0228-051-15
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the CITY OF FONTANA, a municipal corporation (“Grantor”), grants to FONTANA INVESTMENT 2023 LLC, a Delaware limited liability company, all that certain real property situated in the City of Fontana, County of San Bernardino, State of California, described in Exhibit “A” attached hereto and incorporated herein by this reference.
SUBJECT TO all matters of record.
[Signature Page Follows]
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4.25.25 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of ____________, _____.
GRANTOR:
CITY OF FONTANA
By:
Name:
Title:
ATTEST:
By:
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4.25.25 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 )
) ss.
COUNTY OF )
On , 202_, 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.
Notary Public
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4.25.25 EXHIBIT “A” TO GRANT DEED
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THE EAST ½ OF THE SOUTH ½ OF LOT 26 OF THE PRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF HAPS, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA IN THE CITY OF FONTANA’ COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA’ ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN.
THE NORTHEAST 1/4 OF LOT 25 OF THE FRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF MAPS, RECORDS OF SAN BERNARDINO
COUNTY, STATE OF CALIFORNIA, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST SAN BERNARDINO BASE AND MERIDIAN.
APNS: 0228-051-14; 0228-051-15
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4.25.25 EXHIBIT “C”
NON-FOREIGN AFFIDAVIT
STATE OF )
) ss.
County of )
The undersigned, as authorized agent of the CITY OF FONTANA, a municipal corporation (“Transferor”), after being duly sworn upon his oath deposes and says that:
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform FONTANA INVESTMENT 2023 LLC, a Delaware limited liability company (“Transferee”), that withholding of tax is not required upon the disposition of Transferor’s interest in a U.S. real property interest, the undersigned hereby certifies the following:
1. Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust, foreign estate, or other foreign person within the meaning of § 1445 and § 7701 of the Internal Revenue Code and the treasury regulations promulgated thereunder;
2. Transferor is not a disregarded entity as defined in Treas. Reg. § 1.1445-2(b)(2)(iii);
3. Transferor’s U.S. taxpayer identification number is: ;
4. Transferor’s business address is: ________________________________ .
Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete. The undersigned agent declares that he has the authority to sign this document on behalf of Transferor.
SELLER:
CITY OF FONTANA, a municipal
corporation
By:___________________________
ATTEST:
By: _____________________________
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4.25.25 EXHIBIT “D”
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this “Assignment”) is executed as of the ___ day of ______________, 20__, by the CITY OF FONTANA, a municipal corporation (“Assignor”), to and for the benefit of FONTANA INVESTMENT 2023 LLC, a Delaware limited liability company (“Assignee”).
WHEREAS, contemporaneously herewith, Assignee is acquiring from Assignor certain real property described in Exhibit “A” attached hereto (the “Land”), together with all of Assignor’s right, title, interest, powers, privileges, benefits and options if any, in and to: (a) all, if any, buildings, structures, and other improvements of any and every nature on the Land and all fixtures attached or affixed, actually or constructively, to the Land or to any such buildings, structures or other improvements thereon (collectively called the “Improvements”); and (b) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and/or any of the Improvements, including, without limitation, all (i) development rights and credits, air rights, water, water rights, and water stock relating to the Land, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Land, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land (collectively, the “Real Property”); WHEREAS, in connection with the foregoing acquisition, Assignor desires to transfer and assign to Assignee all of Assignor’s right, title, and interest in and to certain items and rights applicable or relating thereto, all as hereinafter provided.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby quitclaims, remises, delivers, conveys, grants, sells, transfers, and assigns to Assignee all of Assignor’s right, title, and interest in and to that certain tangible or intangible property owned by Assignor or used by Assignor in connection with all or any portion of the Real Property, including, without limitation, all of Assignor’s right, title, and interest, if any, in and to: (a) all plats, improvement plans, drawings and specifications, land use entitlements, sewer capacity, trip generation rights, density allocations, development rights and credits, and other rights or approvals relating to or authorizing the development of the Real Property; (b) all non-proprietary and non-privileged reports, tests, studies, contracts, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property; (c) on a non-exclusive basis, all causes of action and their proceeds for any damage or injury to the Property or the other property described above or any part of them, or breach of warranty in connection with the construction of any Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact; (d) all transferable site, landscaping or other permits, licenses, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property whether approved or in process; (f) all transferable warranties, and utility contracts relating to all or any portion of the Real Property, and Assignor agrees not to release, waive, or alter the liability of any persons providing D-2
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4.25.25 such warranties from and after the date of this Assignment; and (g) all proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the foregoing.
The enumeration of any of the foregoing categories of personal property shall not be deemed a representation of warranty by Assignor as to the existence of any such property.
However, to the extent any such property exists, Assignor represents and warrants that Assignor is the owner of all rights, title, interest, powers, privileges, benefits and options inuring or intended to inure to the owner of the Property.
This Assignment is binding upon the heirs, executors, administrators, successors and assigns of Assignor and will inure to the benefit of the heirs, executors, administrators, successors and assigns of Assignee.
Assignor hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, and its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to evidence the assignment contained herein.
This Assignment may be executed in counterparts, each of which shall constitute an original, but all of which shall collectively constitute one assignment.
This Assignment shall be governed by and interpreted under the laws of the State of California, without regards to its principles of conflict of laws.
ASSIGNOR:
CITY OF FONTANA, a municipal corporation
By:
Name:
Title:
ATTEST:
By: _________________________________
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4.25.25 EXHIBIT “A” TO GENERAL ASSIGNMENT
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THE EAST ½ OF THE SOUTH ½ OF LOT 26 OF THE PRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF HAPS, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA IN THE CITY OF FONTANA’ COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA’ ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN.
THE NORTHEAST 1/4 OF LOT 25 OF THE FRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066 AS FILED IN BOOK 30 PAGE 10 OF MAPS, RECORDS OF SAN BERNARDINO
COUNTY, STATE OF CALIFORNIA, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ALSO BEING WITHIN SECTION 36, TOWNSHIP 1 NORTH, RANGE 6 WEST SAN BERNARDINO BASE AND MERIDIAN.
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4.25.25 EXHIBIT “E”
LEGAL DESCRIPTION OF THE WALNUT PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL 1: (APN 0228-061-16-0-000, 17, 18, 20, 23, AND 24) LOTS 18, 19, 20, 21 AND 22 OF TRACT NO. 2066, OF FRANK C. PLAT HIGHLAND
AVENUE ACRES, IN THE CITY OF FONTANA, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 30, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: (APN 0228-061-02-0-000)
THE NORTHWEST ¼ OF LOT 14 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”,
IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3: (APN 0228-061-03-0-000)
THE NORTHEAST ¼ OF LOT 14 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN
THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 4: (APN 0228-061-04-0-000)
SOUTHEAST ¼ OF LOT 14 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 5: (APN 0228-061-05-0-000)
THE SOUTHWEST ¼ OF LOT 14 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”,
IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 6: (APN 0228-061-06-0-000)
THE NORTHWEST ¼ OF LOT 15 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”,
IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, E-2
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 7: (APN 0228-061-07-0-000)
THE NORTHEAST ¼ OF LOT 15 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN
THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 8: (APN 0228-061-09-0-000)
THE SOUTHWEST ¼ OF LOT 15 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”,
IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 9: (APN 0228-061-10-0-000)
LOT 16 OF TRACT NO. 2066, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 30, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 10: (APN 0228-061-11-0-000)
THE NORTH ½ OF THE NORTHEAST ¼ OF LOT 17 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 11: (APN 0228-061-12-10-000)
THE NORTHWEST ¼ OF LOT 17 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”,
IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 12: (APN 0228-061-14-0-000)
THE SOUTH ½ OF LOT 17 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 13: (APN 0228-061-25-0-000)
BEING A PORTION OF THE NORTH-HALF OF SECTION 36, TOWNSHIP I NORTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY E-3
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 OF SAN BERNARDINO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF TRACT 3348 HIGHLAND HAVEN AS RECORDED IN BOOK 47 OF MAPS, PAGES 14 THROUGH 16, INCLUSIVE, RECORDS OF SAID COUNTY; THENCE SOUTH 89°59’12” WEST, ALONG THE SOUTH LINE OF THE NORTH HALF OF SAID SECTION 36, 537.38 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 36; THENCE CONTINUING ALONG SAID SOUTH LINE SOUTH 89°59’38” WEST, 248.84 FEET TO THE SOUTHEAST CORNER OF TRACT 15655-21, AS RECORDED IN BOOK 273 OF MAPS, PAGES 38 THROUGH 41, INCLUSIVE, RECORDS OF SAID COUNTY; THENCE NORTH 00°01’00” WEST, ALONG THE EASTERLY LINE OF SAID TRACT 15655-21, 424.45 FEET TO THE SOUTHWEST CORNER OF TRACT NO. 2066, FRANK C. PLATT HIGHLAND AVENUE ACRES, AS RECORDED IN BOOK 30 OF MAPS, PAGE 10, RECORDS OF SAID COUNTY; THENCE SOUTH 89°55’47” EAST, ALONG THE SOUTHERLY LINE OF SAID TRACT 2066, 786.12 FEET TO THE SOUTHEAST CORNER OF SAID TRACT 2066 AND THE WESTERLY LINE OF SAID TRACT 3348; THENCE SOUTH 00°01’50” EAST, ALONG SAID WESTERLY LINE, 423.34 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM, THAT PORTION WITHIN WALNUT AVENUE DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF TRACT 3348 HIGHLAND HAVEN AS RECORDED IN BOOK 47 OF MAPS, PAGES 14 THROUGH 16, INCLUSIVE, RECORDS OF SAID COUNTY; THENCE SOUTH 89°59’12” .WEST, ALONG THE SOUTH LINE OF THE NORTH HALF OF SAID SECTION 36, 537.38 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 36; THENCE CONTINUING ALONG SAID SOUTH LINE SOUTH 89°59’38” WEST, 248.84 FEET TO THE SOUTHEAST CORNER OF TRACT 15655-21, AS RECORDED IN BOOK 273 OF MAPS, PAGES 38 THROUGH 41, INCLUSIVE, RECORDS OF SAID COUNTY; THENCE NORTH 00°01’00” WEST, ALONG THE EASTERLY LINE OF SAID TRACT 15655-21, 46.21 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 782.00 FEET; THENCE EASTERLY ALONG SAID CURVE, 68.95 FEET, THROUGH A CENTRAL ANGLE OF 05°03’06”; THENCE NORTH 79°44’48” EAST, 93.81 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 868.00 FEET; THENCE EASTERLY ALONG SAID CURVE, 155.13 FEET, THROUGH A CENTRAL ANGLE OF 10°14’25”; THENCE NORTH 89°59’12” EAST, PARALLEL WITH SAID SOUTH LINE, 471.28 FEET TO THE WEST LINE OF SAID TRACT 3348 HIGHLAND HAVEN; THENCE SOUTH 00°01’50” EAST ALONG SAID WEST LINE, 86.00 FEET TO THE POINT OF BEGINNING.
PARCEL 14: (APN 0228-061-21-0-000)
THE NORTH ½ OF LOT 13 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
E-4
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 PARCEL 15: (APN 0228-061-22)
THE SOUTH ½ OF LOT 13 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 16: (APN 0228-051-17-0-000)
THE NORTH ½ OF LOT 24 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 17: (APN 0228-051-16-0-000)
THE SOUTH ½ OF LOT 24 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE
CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 18: (APN 0228-051-01-0-000)
LOT 23 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE CITY OF
FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 19: (APN 0228-051-21-0-000)
THE SOUTH ½ OF LOT 25 OF TRACT NO. 2066, IN THE CITY OF FONTANA, COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 30, PAGE 10, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE EAST 150.00 FEET THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID LAND BELOW A DEPTH OF 500.00 FEET WITHOUT THE RIGHT OF
ENTRY UPON THE SURFACE THEREOF, AS RESERVED BY EQUITABLE SAVINGS AND LOAN ASSOCIATION IN DEED RECORDED MAY 29, 1970 IN BOOK 7451, PAGE 808, OFFICIAL RECORDS.
PARCEL 20: (APN 0228-052-01-0-000)
THE SOUTHWEST ¼ OF LOT 12 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES” IN
THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
E-5
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 PARCEL 21: (APN 0228-052-25-0-000)
THE NORTHEAST ¼ OF LOT 12 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN
THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 21A:
AN EASEMENT FOR INGRESS AND EGRESS OVER THE SOUTH 20 FEET OF THE NORTHWEST ¼ OF SAID LOT 12.
PARCEL 22: (APN 0228-052-26-0-000 AND 0228-052-27-0-000) THE SOUTHEAST ¼ OF LOT 12, TRACT NO. 2066, AS PER MAP RECORDED IN BOOK 30, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 23: (APN 0228-061-08- 0-000)
THE SOUTHEAST ¼ OF LOT 15 OF TRACT NO. 2066, IN THE CITY OF FONTANA,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 30 PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 24: (APN 0228-061-13-0-000)
THE SOUTH ½ OF THE NORTHEAST ¼ OF LOT 17 OF TRACT NO. 2066, “HIGHLAND AVENUE ACRES”, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 30, PAGE 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 25: (APN 0228-051-19-0-000)
THE NORTHWEST ¼ OF LOT 25 OF FRANK C. PLATT HIGHLAND AVENUE ACRES, TRACT 2066, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS FILED IN BOOK 30, PAGE 10 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
F-1
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 EXHIBIT “F”
LEGAL DESCRIPTION OF THE GOMEZ PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
THE EAST 150 FEET OF THE SOUTH ONE-HALF OF LOT 25, OF TRACT NO. 2066, IN
THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 30, PAGE(S) 10 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF ENTRY UPON THE SURFACE
THEREOF, AS RESERVED BY EQUITABLE SAVINGS AND LOAN ASSOCIATION, IN THE DEED RECORDED MAY 29, 1970 IN BOOK 7451, PAGE(S) 808, OFFICIAL RECORDS.
G-1
Purchase and Sale Agreement
City of Fontana – Fontana Investment 2023
4.25.25 EXHIBIT “G”
DEPICTION OF CONSTRUCTION ACCESS AREA
[To be inserted]
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0790 Agenda Date: 2/10/2026
Agenda #: H. Category: Consent Calendar
FROM:
Administrative Services
SUBJECT:
Temporary Exemption from Municipal Code Section 20-43 43 and Purchasing Policy Section 7.0 Surplus Property to Allow Disposal of Surplus City Property at City Hall Prior to Demolition RECOMMENDATION:
Approve a temporary exemption to Municipal Code Section 20-43 and Purchasing Policy Section 7.0 Surplus Property for the limited purpose of allowing the City Manager to dispose of surplus city property from City Hall in a cost-effective manner prior to demolition, including permitting City employees and members of the public to acquire certain items for reuse at no cost or nominal consideration.
COUNCIL GOALS:
· Practice sound fiscal management by producing transparent information in a timely matter. · Enhance the local environment for future generations and create a healthy economic and environmental future by encouraging conservation, waste reduction, and recycling in the community.
DISCUSSION:
The City is preparing to demolish the existing City Hall building. A third party appraiser has been retained to assess value and remove items considered to have market value for disposition through public auction or other appropriate resale methods.
Following this process, a significant quantity of remaining City property will remain on site, including but not limited to light fixtures, door hardware, office furniture, filing cabinets, chairs, and landscaping materials such as plants. The cost of cataloging, storing, transporting, or disposing of these items through formal surplus processes is expected to exceed their remaining market value.
Municipal Code Section 20-43 prohibits City officers and employees from bidding on, purchasing, or otherwise acquiring City property, whether by purchase or gift. Purchasing Policy Section 7.0 stipulates the methods of disposition of surplus city property. While these provisions are intended to prevent conflicts of interest and misuse of public assets, their strict application in this circumstance would require the City to incur unnecessary costs to dispose of items with minimal or no resale value.
Allowing a specific and temporary exemption to Section 20-43 and Purchasing Policy Section 7.0 will enable the City Manager to dispose of remaining City Hall property in a manner that is fiscally responsible, efficient, and environmentally beneficial. Permitting City staff and members of the public to take certain items for reuse reduces disposal and hauling costs, minimizes waste, and expedites City of Fontana Page 1 of 2 Printed on 2/3/2026
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File #: 26-0790 Agenda Date: 2/10/2026
Agenda #: H. Category: Consent Calendar
site clearance in advance of demolition.
This exemption is:
· Limited in scope to city property located within or associated with City Hall · Temporary in duration, terminating upon demolition of the building · Discretionary, with authority vested solely in the City Manager · Non-precedential, applying only to this specific circumstance High-value items will continue to be disposed of through auction or other appropriate means, and no items will be transferred in a manner that confers preferential treatment or financial benefit beyond nominal value.
FISCAL IMPACT:
The fiscal impact associated with the approval of this item will result in no cost to the City but savings will be realized in both disposal and hauling costs.
MOTION:
Approve recommendation.
City of Fontana Page 2 of 2 Printed on 2/3/2026
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City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0792 Agenda Date: 2/10/2026
Agenda #: I. Category: Consent Calendar
FROM:
Administrative Services
SUBJECT:
Proposed Business License Penalty Fee Waiver for The Previti Group.
RECOMMENDATION:
Consider proposal to waive delinquency fee ..End
COUNCIL GOALS:
· Operate in a businesslike manner by ensuring that the public debate is based on accurate information.
· Operate in a businesslike manner by correcting problems immediately.
DISCUSSION:
In compliance with the City’s Business License program the City mails annual Business License renewal notifications via the US Postal Service to the mailing address on file as provided by the business.
On May 29, 2025, the City sent a Business License renewal letter to The Previti Group (Business), at the Fontana business address on file, via the US Postal Service, as their business license was due to expire June 30, 2025. This letter was returned to the City and staff followed up via email to the email address on file on June 12, 2025, also provided by the Business. The business tax amount, as calculated by the Business, per City Business License tax calculation formula was $25,715.33.
On September 10, 2025, after identifying an alternate address originally provided by the Business, a second renewal letter was sent to an alternate address in Ontario, CA, also through the US Postal Service.
City renewal letters are a courtesy and due to the City of Fontana’s online Business License portal a business can renew their Business License at any time they become aware the current license is expiring and needs to be renewed.
Per Fontana Municipal Code section 15-45. - Delinquency, the City shall add a penalty of 20% of the full tax amount due for each month the renewal payment is delinquent, up to a maximum penalty of 100%. Renewal letters, as well as the online Business License portal, note the penalty rate of 20% per month. The Business License for the Business expired on June 30, 2025. On August 1, 2025, penalty fees in the amount of 20% began to accrue.
On December 31, 2025, a representative of the business began creating an account in the City’s online Business License portal, presumably to pay the Business License fee. By this date the total City of Fontana Page 1 of 2 Printed on 2/5/2026
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File #: 26-0792 Agenda Date: 2/10/2026
Agenda #: I. Category: Consent Calendar
late penalty had reached 100% of the actual Business License tax of $25,715.33, as five months had passed since the expiration, making the total now due $51,449.66.
Once communication was established with the Business, they stated there were errors or issues with the addresses on file, however after being provided an opportunity to update or correct any address errors, no changes were made to mailing addresses provided by the Business.
The Business is now requesting a penalty fee waiver. Per Fontana Municipal Code, staff does not have authority to waive penalty fees for late payment on business licenses.
The total amount of the penalty fee requested to be waived is $25,715.33.
FISCAL IMPACT:
Reduction in late penalty revenue in the amount of $25,715.33 MOTION:
Approve request to waive delinquency fee
City of Fontana Page 2 of 2 Printed on 2/5/2026
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City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0804 Agenda Date: 2/10/2026
Agenda #: J. Category: Consent Calendar
FROM:
Development Services
SUBJECT:
A Resolution of the City Council of the City of Fontana Approving A Development Impact Fee Deferral Agreement Between the City of Fontana and SA Golden Investments Inc. for a Multi-Family Residential Housing Apartment Complex Project and Authorizing the City Manager to enter into the Agreement and take certain actions to complete the transaction.
RECOMMENDATION:
Adopt Resolution No. 2026-004, Approving a Development Impact Fee Deferral Agreement Between the City of Fontana and SA Golden Investments Inc. for a Multi-Family Residential Housing Apartment Complex Project and Authorizing the City Manager to enter into the Agreement and take certain actions to complete the transaction.
COUNCIL GOALS:
· To promote affordable housing by construction of high-quality multi-family housing which also serves to address the affordability needs of this community. · To promote affordable housing by acquisition, substantial rehabilitation, and professional management of selected multi-family properties as a vehicle to reduce crime and code enforcement activity and to address the affordability needs of this community. · To preserve the local environment for generations to come and to create a healthy economic and environmental future by adopting policies that promote compact and efficient development in new and existing communities.
· To assure that the Project is financially feasible, and that the Owner is able to deliver the needed affordable housing and supportive services.
DISCUSSION:
SA Golden Investments Inc. (“Owner”) is the owner of a multi-family residential development at the location of 8153 Banana Ave, Fontana, California, 92335 (“Property”). The Property is an apartment complex that consists of a three-story apartment building with a total of 24 units and associated amenities, on approximately 27,172 square feet of land. Owner has requested for a deferment of the development impact fees from the City and the City is willing to defer the payment of City development impact fees pursuant to the terms and conditions of the Development Impact Fee Deferral Agreement (“DIF Deferral Agreement”). The impact fees deferred are only those impact fees imposed or levied by the City upon the development of the Property, but such deferment does not apply to other fees imposed by the City, nor shall it apply to fees levied by the County, School Districts, or any other public agency. The key terms of the DIF Deferral Agreement and for the City of Fontana Page 1 of 2 Printed on 2/5/2026
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File #: 26-0804 Agenda Date: 2/10/2026
Agenda #: J. Category: Consent Calendar
deferment of the impact fees are as follows:
1. This deferral shall only apply to development impact fees levied by the City. It shall not apply to any other fees levied by the City, nor shall it apply to fees levied by the County, School District, or any other public entity.
2. The fees deferred by the City shall accrue interest at a rate of 10% simple interest annually if not paid by the Maturity Date.
3. Owner shall pay the principal sum of the Deferred Fees 1) within ninety (90) days of the date of issuance of the final occupancy clearance (the “Certificate of Occupancy” or “COO”) for Building, Permit Nos. BLD-24-01341, or 2) the close of escrow date if the Property or the Project is sold, whichever is earlier, but in no event shall the Deferred Fees for the Project be paid later than May 28, 2026.
4. Owner shall enter into a Development Impact Fee Deferral Agreement with the City to provide the terms and conditions for the deferral of the development impact fees.
5. City shall record this Agreement against the Property upon full execution by the City and Owner and will file a release of lien when the Deferred Fees plus any interest, charges and fees have been fully paid and satisfied.
FISCAL IMPACT:
The deferment of the impact fees will mean that the City will not receive the impact fees up to 90 days after the date of issuance of the final certificate of occupancy for the project described above, or the close of escrow date if the Property or Project is sold, but not later than May 28, 2026.
MOTION:
Approve staff’s recommendation
City of Fontana Page 2 of 2 Printed on 2/5/2026
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