Fontana City Council
August 11, 2026

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Canyon Specific Plan FEIR contain a complete and accurate reporting of all of the environmental impacts associated with the proposed project. The City Council further finds that the Addendum has been completed in compliance with the State CEQA Guidelines and Section 8.06 of the City of Fontana’s 2019 Local Guidelines for Implementing CEQA.

Section 3. Findings on the Necessity for a Subsequent or Supplemental Environmental Impact Report. Based on the substantial evidence set forth in the record, including but not limited to, the Ventana at Duncan Canyon Specific Plan FEIR, the Addendum, and all related information presented to the City Council, the City Council finds that the Proposed Project necessitates only minor modifications to the Ventana at Duncan Canyon Specific Plan FEIR. Therefore, pursuant to State CEQA section 15164 and Section 8.06 of the City of Fontana’s 2019 Local Guidelines for Implementing CEQA, an Addendum to the Ventana at Duncan Canyon Specific Plan FEIR is the appropriate document for the project.

The City Council further finds that the preparation of a subsequent or supplemental EIR is not required for the proposed projects because the projects:

A. Will not result in substantial changes that would require major revisions of the Ventana at Duncan Canyon Specific Plan FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and
B. Will not result in substantial changes with respect to the circumstances under which the roposed roject are developed that would require major revisions of the Ventana at Duncan Canyon Specific Plan FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects; and
C. Does not present new information of substantial importance that was not known and could not have been known with the exerci se of reasonable diligence at the time the Ventana at Duncan Canyon Specific Plan FEIR documents were certified showing any of the following:
(i) The proposed project would have one or more significant effects not discussed in the EIR;
(ii) That significant effects previously examined would be substantially more severe than shown in the EIR;
(iii) That mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the le ad agency declined to adopt such measures; and
(iv) That mitigation measures or alternatives considerably different from those analyzed would substantially reduce one or more significant effects on the environment, but which the lead agency declined to adopt.

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Section 4. Findings on Environmental Impacts. Having considered the Addendum, the administrative record, the Ventana Specific Plan FEIR and all written and oral evidence presented to the City Council, the City Council finds that all environmental impacts of the proposed project have been addressed wi thin the Ventana Specific Plan FEIR and the Addendum. The City Council finds that no new or additional mitigation measures or alternatives are required. The City Council further finds that there is no substantial evidence in the administrative record that the proposed project may result in any significant environmental impacts beyond those analyzed in the Ventana Specific Plan FEIR. The City Council finds that the Addendum contains a complete, objective, and accurate reporting of the environmental impacts associated with the proposed project and reflects the independent judgment and analysis of the City Council.

Section 5. Adoption of the Addendum to the Ventana at Duncan Canyon Specific Plan FEIR. The City Council hereby adopts the Addendum to the EIR for the Ventana at Duncan Canyon Specific Plan Program Environmental Impact Report (SCH No. 2021100400) and Mitigation, Monitoring, and Reporting Program (MMRP) that have been prepared pursuant State CEQA Guidelines Sections 15162 and 15164 along with the City of Fontana’s 2019 Local Guidelines for Implementing CEQA. The City Council further directs staff to file a Notice of Determination.

Section 6. Specific Plan Amendment Findings. The City Council hereby makes the following findings for Specific Plan Amendment No. 26-0001 in accordance with Section 30-67 “Purpose” of the Fontana Zoning and Development Code:

Finding: A Specific Plan may be amended by changing the development standards or zoning designation of any zone whenever such an amendment is deemed necessary to protect or promote the public's health, safety or general welfare or when modification is viewed as appropriate in the context of generally accepted planning principles, surrounding l and uses, and the General Plan.

Findings of Fact: The Ventana at Duncan Canyon Specific Plan was adopted March 27, 2007. The Applicant is proposing to add gas stations and drive - through uses as conditionally permitted uses within Planning Area 4.

Currently gas stations and drive-throughs are prohibited uses within Planning Area 4. Gas stations and drive -throughs are reasonable uses to add to Planning Area 4 because Planning Area 4 is located at the southwest corner of Duncan Canyon Road and John Previti Avenue—which is in close proximity to the freeway. This will attract residents and other visitors to the commercial center, which will include a gas station with a convenience store, generating additional revenue for the local economy and increasing customer traffic to surrounding businesses. Allowing gas stations and drive -throughs as conditionally permitted uses will enable the City to regulate the land uses by imposing conditions of approval to address site-specific 397
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operational and compatibility considera tions. Additionally, drive - through restaurants will be subject to the Special Use Regulations in Chapter 30.

Section 7. Approval. Based on the findings in Section 6, Specific Plan Amendment No. 26-0001 is hereby approved and the Ventana at Duncan Canyon Specific Plan is amended to modify the allowed land uses in the specific plan area as shown in Exhibit “A”, attached hereto and by this reference incorporated herein.

Section 8. Effective Date/Publication. This Ordinance shall take effect thirty (30) days after the date of the adoption and prior to the expiration of fifteen (15) days from the passage thereof, shall be published by the City Clerk at least once in the Fontana Herald News, a local newspaper of the general circulation, published and circulated in the City of Fontana, and henceforth and thereafter the same shall be in full force and effect.

Section 9. Custodian of Records. The documents and materials that constitute the record of proceedings on which this Ordinance is based are located at the City Clerk’s office located at 16860 Valencia Avenue, Fontana, CA 92335. The custodian or records is the City Clerk.

Section 10. Certification. The City Clerk of the City Council shall certify to the adoption of this Ordinance.

Section 11. Severability. If any provision of this Ordinance or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance that can be given effect without the invalid provision or application.

APPROVED AND ADOPTED this 11th day of August 2026.

READ AND APPROVED AS TO LEGAL FORM:

______________________________
City Attorney

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I, Germaine Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing Ordinance is the actual Ordinance adopted by the City Council and was introduced at a regular meeting on the 14th day of July 2026, and was finally passed and adopted not less than five days thereafter on the 11th day of August 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
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EXHIBIT “A”

400
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-1166 Agenda Date: 8/11/2026
Agenda #: E. Category: Consent Calendar
FROM:

Community Services
SUBJECT:

Approve the purchase order of Lakeshore Learning to support materials/supplies for the Fontana Expanded Learning Program’s school sites
RECOMMENDATION:

1. Authorize to procure Teaching Aids: Instructional and Classroom Supplies utilizing the Purchasing Policy and Procedure Manual Section 3.1.5 Non-Competitive Proposal - Purchased by Another Agency.

2. Authorize Purchasing Division to procure and use the Education Services Center, Region 2 Agency Contract 26-27 E000 to purchase the Instructional and Classroom Supplies.

3. Authorize the purchase order to Lakeshore Learning for FY 2026/2027 in the amount of $200,000 to support materials/supplies for the Fontana Expanded Learning Program’sschool sites.

COUNCIL GOALS:
· Improve public safety by combating gang and drug activity. · Practice sound fiscal management by living within our means while investing in the future.

DISCUSSION:

The City of Fontana is currently in its eighteenth year of collaboration with the Fontana Unified School District as the Fontana Expanded Learning Program (FELP) provider. FELP is an After School Education and Safety (ASES) grant and Expanded Learning Opportunities Program funded program.

FELP provides physical education, enrichment lessons, homework support and 21st Century Skill lessons to meet the program requirements as well as align with the districts’ efforts to prepare students to engage their world and make healthy choices.

To ensure the program is able to purchase and meet the need for materials and supplies at the FELP sites, staff is recommending purchase orders be established for Lakeshore Learning. Lakeshore will support the program needs for materials and supplies allowing program to access high quality academic/educational materials/supplies.

Lakeshore offers a wide range of materials, such as school furniture, educational materials, classroom organization and decoration materials, for a variety of ages and grades. Due to the various City of Fontana Printed on 8/6/2026Page 1 of 2
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File #: 26-1166 Agenda Date: 8/11/2026
Agenda #: E. Category: Consent Calendar
classroom organization and decoration materials, for a variety of ages and grades. Due to the various program material needs Lakeshore provides, staff is recommending the City to open a purchase order with Lakeshore.

Staff recommends utilizing the GoodBuy cooperative purchasing contract administered by Education Service Center (ESC) for the purchase of Lakeshore Learning educational materials. GoodBuy is a public cooperative purchasing program that competitively solicits and awards contracts on behalf of governmental entities. The contract with Lakeshore Learning was awarded through GoodBuy's competitive procurement process, providing pricing and terms available to participating agencies.

This procurement method is allowed per the City’s Purchasing Policies and Procedures Manual, Section 3.1.5 Non-Competitive Proposal when a product or service is being purchased was awarded a bid by another agency at the same or better price offered to the City of Fontana.

FISCAL IMPACT:

The program is budgeted in the adopted FY 2026/2027 Community Services Department operating budget as designed by the FUSD Operating Agreement. The cost of the curriculum is $200,000 and will be funded from Budget Unit #38624101 in the FELP Account # 8010.

Per the Operating Agreement with the Fontana Unified School District, the City will be reimbursed in an amount not to exceed $200,000 per year for services provided to the grant-funded after-school program.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 8/6/2026Page 2 of 2
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402
QUOTE 20165973
Lakeshore Learning Materials
2695 E. Dominguez St Carson, CA 90895
(310)537-8600 (800)421-5354
www.lakeshorelearning.com
T o contact your local representative,
please call (800) 421-5354
Bill to: Ship to:
100845

CITY OF FONTANA
8353 Sierra Ave
Fontana CA 92335-3528
100845

CITY OF FONTANA
8353 Sierra Ave
Fontana CA 92335-3528
Comments:

Please reference the quote number on your purchase order.

Verify shipping address
Discontinued: GM365
LM773 and KT39601GDE have limited stock
Verify color for LC1420BU, LC1435BU, LC1315MB, LC1325MB Please note store exclusive items cannot be shipped. These items are not included in your total Store exclusives: TC116, SCD168323, SCD168000, SKH1300, GM624, STE92917 Valid From:06/22/2026   Valid T o:09/21/2026   Sls: Your reference #:20165973 - 6/22/26 Line Item Out of Stock
Ship By
QtyDescription Net Price Ext Price Image
10  FF347  5 10-BIN MOBILE STORAGE CENTER$429.00 $2,145.00 Our mobile organizer really stores it all—and it’s a cinch to move anywhere in the classroom! The durable metal center features 5 rows of removable plastic trays in 2 different sizes, plus 6 locking casters that make it easy to set up the center in just the right spot—then roll it out of the way! Assembly required.

Item consists of
*11  FF347-1  5 BX 1 OF 2 FF347 STORAGE CTR10B$0.00 $0.00 *12  FF347-2  5 BX 2 OF 2 FF347 STORAGE CTR10B$0.00 $0.00 20  LX220  5 EASY-TOTE CLEAR-VIEW BINS-6EA$36.99 $184.95 From student supplies to teaching materials, these bins keep everything organized, in reach and in view! Plus, with easy-grip cutout handles, they’re a cinch to carry throughout the classroom. The bins even nest when not in use to save space! Set of 6 rugged plastic bins; each measures 6" x 6" x 5 3/4" high.

Item consists of
*21  LX221  15 EASY-TOTE CLEAR-VIEW BINS-2EA$0.00 $0.00 30  TT730X  5 NEON HEAVY-DTY BK BINS-ST 6$69.99 $349.95 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".

Item consists of
*31  TT729BL  5 NEON HEAVY-DUTY BIN - BRT PU$0.00 $0.00 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
*32  TT729BO  5 NEON HEAVY-DUTY BIN - BRT OR$0.00 $0.00 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
*33  TT729BB  5 NEON HEAVY-DUTY BIN - BRT BU$0.00 $0.00 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
*34  TT729GB  5 NEON HEAVY-DUTY BIN - BRT GR$0.00 $0.00

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Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
*35  TT729BY  5 NEON HEAVY-DUTY BIN - BRT YE$0.00 $0.00 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
*36  TT729BP  5 NEON HEAVY-DUTY BIN - BRT PK$0.00 $0.00 Our classroom-tough bins make it super-easy to store and organize books, supplies and more! The durable plastic bins have molded, easy-grip handles. Bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".
40  LC510X  5 UNBREAKBL CRFT JAR - LRG - 3$16.99 $84.95 Our big see-inside craft jars make it easy to keep supplies organized and in view! Each jar features an easy-on and -off lid, plus a super-wide opening that makes it a cinch to reach right in to grab yarn, beads, pom-poms and more.

You get a set of 3 unbreakable plastic jars; each measures 7 1/2" tall. Art supplies are not included.

Item consists of
*41  LC520  15 UNBREAKABLE CRAFT JAR - LARGE$0.00 $0.00 50  BX234  07/29/2026  5 STORE-ALL CRAFT CONTAINER-10$29.99 $149.95 Keep craft supplies neat and tidy with these extra-durable containers! The 10 plastic containers are perfect for storing loose craft items—from beads and buttons to feathers, gems and much more! Containers measure 6 1/4"l x 4"w x 2 1/2"h and include 10 colorful lids.
60  WT361  5 SMALL TUFF TOTE $14.99 $74.95
These sturdy storage totes are tough enough for even the busiest classrooms! Made of super-durable, heavy-duty plastic, each see-inside tote features molded handles, reinforced edges and a lid for easy stacking. Choose from 3 sizes.
70  WT363  5 MEDIUM TUFF TOTE $16.99 $84.95
These sturdy storage totes are tough enough for even the busiest classrooms! Made of super-durable, heavy-duty plastic, each see-inside tote features molded handles, reinforced edges and a lid for easy stacking. Choose from 3 sizes.
80  WT365  5 LARGE TUFF TOTE $21.99 $109.95
These sturdy storage totes are tough enough for even the busiest classrooms! Made of super-durable, heavy-duty plastic, each see-inside tote features molded handles, reinforced edges and a lid for easy stacking. Choose from 3 sizes.
90  BX700X  5 HEAVY-DTY BOOK BINS-SET OF 6$69.99 $349.95 Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4".

Item consists of
*91  BX708GR  5 STORAGE BIN - GREEN $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". *92  BX708BU  5 STORAGE BIN - BLUE $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". *93  BX708RD  5 STORAGE BIN - RED $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". *94  BX708RG  5 STORAGE BIN - ORANGE $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". *95  BX708VT  5 STORAGE BIN - PURPLE $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". *96  BX708YE  5 STORAGE BIN - YELLOW $0.00 $0.00
Big, brawny and a breeze to carry—our heavy-duty plastic bins provide convenient, easy-access storage for classroom books and supplies! Bins have molded handles for easy carrying. Lightweight bins measure 7 1/2" high; tops measure 11 3/4" x 14 1/4" and bottoms measure 10 1/4" x 12 1/4". 100  PX2128VT  5 LS WASHBL TEMPERA GAL-VIOLET$17.99 $89.95

404
This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 110  PX2128BU  5 LS WASHBL TEMPERA GAL-BLUE$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 120  PX2128TQ  5 LS WASHBL TEMPERA GAL-

TURQUOIS
$17.99 $89.95
This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 130  PX2128GR  5 LS WASHBL TEMPERA GAL-GREEN$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 140  PX2128YE  5 LS WASHBL TEMPERA GAL-YELLOW$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 150  PX2128RG  5 LS WASHBL TEMPERA GAL-ORANGE$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 160  PX2128RD  5 LS WASHBL TEMPERA GAL-RED$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 170  PX2128BR  5 LS WASHBL TEMPERA GAL-BROWN$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 180  PX2128WT  5 LS WASHBL TEMPERA GAL-WHITE$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 190  PX2128BK  5 LS WASHBL TEMPERA GAL-BLACK$17.99 $89.95 This bright, colorful liquid paint washes completely from skin and clothing…and has just the right consistency for smooth and easy painting! You get a big one-gallon bottle. Choose from a variety of colors. 200  KT35841  5 MINDFUL CLASSRM MANAGEMENT$319.00 $1,595.00 Developed in partnership with Breathe For Change—a movement to bring wellness, inspiration and community to every educator and student—this support kit is packed with everything you need to help children when their emotions overwhelm them! From a yoga kit for improving concentration to an expanding sphere designed to teach mindful breathing and self-regulation—these tools help build mental well-being to ensure students focus on their learning, feel grounded, find calm, practice loving kindness and more. Plus, the kit includes an activity card featuring ideas for using the materials! Yoga mats measure 23 1/2" x 55" x 1/4" thick.

Item consists of
*201 HH622  30 PEACEFUL KIDS YOGA MAT $0.00 $0.00
Young yogis stretch, pose, meditate and more—on an adorable mat perfectly sized for kids ages 3 to 8! The rugged mat is made from extra-thick, super-comfy NBR foam…and it’s textured on the underside for a secure, nonslip grip.

Plus, it features a wipe-clean surface for easy care! Mat measures 23 1/2" x 55" x 1/4" thick. *202 KT35841-1  5 BFC MINDFUL CLASS MGMT BOX$0.00 $0.00 210  LK244  5 FLX-SPC JR MOBILE BOOK CTR$999.00 $4,995.00 An easy-view, easy-reach book center—on wheels! Our mobile unit has 3 compartments on top that hold tons of books, plus 3 rows of angled shelves to display select titles right where children can see and reach them. On bottom, there are 3 roomy, extra-deep storage cubbies to organize everything from storytelling kits to puppets and props—with or without our Natural Color Big Bins (sold separately). The wipe-clean laminate center features a sturdy, full-steel frame for maximum stability and strength and rounded edges for safety. Plus, the four heavy-duty 4" locking casters make it a breeze to move the unit to rearrange your classroom for naptime or special events. Lifetime warranty.
220  LM520  5 ALL-PUR MOBILE TCHNG EASEL-EL$579.00 $2,895.00

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Our mobile easel is just right for elementary classrooms! The steel-frame easel has a magnetic write & wipe surface on each side: One is blank for drawing and demonstrating concepts, and one has permanent, 1 1/2" lines for writing.

Plus, it has a handy tray for displaying books...rings to hang charts and tablets...even a roomy shelf for supplies.

Best of all, the easel sits on 4 locking casters—so you can roll it anywhere! Easy assembly. 230  LM773  5 ALL-PUR TCHNG EASEL-LOCK CASTR$429.00 $2,145.00 The most versatile teaching tool ever! Our easel has a magnetic write & wipe surface on one side and a hook & loop-receptive board on the other. But that’s not all…it also has rings for hanging a pocket chart or chart tablet.

Plus, there’s a tray that can be placed on either side to hold a big book or markers! Easel has a sturdy steel frame and 4 locking casters for easy mobility. Easy assembly. 240  WE130  07/29/2026  5 SPRTS CLB MATRALS BUNDLE W-
CRT
$1,039.00 $5,195.00
Motivate children to run, jump, stretch and move with our Sports Club Activity Cart! This all-in-one mobile center is packed full of sports and fitness materials for tons of movement and coordination activities. Simply roll the cart anywhere you need it and select the materials to get children active, or choose one of the activities featured in the included guide…gather the materials…and follow the step-by-step instructions! The equipment cart measures 39 1/2"w x 23"d x 45 1/2"h and is easy to assemble.

Item consists of
*241 RA848  10 10IN RED PLAYGROUND BALL$0.00 $0.00
These popular all-purpose balls are perfect for dodgeball, four square and more…and come in a variety of sizes to suit every child—and every activity! Rugged balls have rubber sidewalls that resist punctures, a stippled finish for easy handling and valves for quick inflating. Balls come in red and require inflation upon arrival. *242 RA978RD  10 PLAYGROUND JUMP ROPE - RED$0.00 $0.00
*243 RA847  20 8.5IN RED PLAYGROUND BALL$0.00 $0.00
These popular all-purpose balls are perfect for dodgeball, four square and more…and come in a variety of sizes to suit every child—and every activity! Rugged balls have rubber sidewalls that resist punctures, a stippled finish for easy handling and valves for quick inflating. Balls come in red and require inflation upon arrival. *244 RR475  5 LKSHR INDOOR-OUTDR EQUIP CART$0.00 $0.00
Keep all of your playground equipment organized and portable! Our 2-tier metal cart has a bottom bin that holds up to 25 balls, with 3 baskets on top for smaller items. Plus, a built-in hook on back holds 12 game hoops! Comes with 4 locking casters. Easy assembly.
*245 WE130GDE  5 GUIDE FOR WE130 $0.00 $0.00
*246 UB80  20 BASKETBALL $0.00 $0.00
Our easy-grip basketball is perfect for a variety of indoor and outdoor activities! Heavy-duty ball has a pebble grip and is designed to withstand extra-tough wear, so it will last through years of dribbling, passing and shooting.

Basketball measures approximately 9 1/2" and requires inflation upon arrival. *247 UB66  20 SOCCER BALL $0.00 $0.00
Our easy-grip soccer ball is perfect for a variety of indoor and outdoor activities! Heavy-duty ball is designed to withstand extra-tough wear, so it will last through years of kicking and bouncing. Ball measures approximately 8 1/4" and requires inflation upon arrival.
*248 LA702  5 BEST-BUY COLOR CONES $0.00 $0.00
Set up an activity course—indoors or out! As kids maneuver around our colorful cones, on foot or on trikes, they learn about spatial relationships and gain muscle coordination. You get 10 plastic cones; each measures 9 1/4" tall. *249 CZ1226  5 24 INCH GAME HOOPS-SET OF 6$0.00 $0.00
*250 CW527  5 SWING AND CATCH CUPS-SET OF 6$0.00 $0.00
A fun and safe game of catch—that children can play on their own! Our rugged plastic cups have a fun lightweight ball attached by a long fabric cord. Children just swing the ball into the air, then catch it with the cup—and build eye/hand coordination as they go! Individual cups come in assorted colors. Cups measure 6 1/2". *251 FC589  07/29/2026  5 SOFT-SAFE COMET BALLS $0.00 $0.00 These soft and safe balls with comet-like tails add an extra level of excitement to every toss and catch activity! The 6 easy-grip, squeezable cotton balls are covered in durable fabric to retain their shape through years of tough outdoor play. Each measures 36" in length.
*252 FB188  30 SWIVEL-HANDLE JUMP ROPE-EACH$0.00 $0.00
This easy-to-use jump rope is specially designed for beginning jumpers! The super-durable nylon rope has sturdy, swiveling handles that turn with ease—so the rope stays tangle-free! Plus, the molded plastic handles provide a firm grip for little hands. Rope measures 7' in length.
*253 GG735  5 LETS GET MOVING ACTIVITY MATS$0.00 $0.00
Children skip, squat and stretch their way to coordination and physical fitness—with fun activity mats that are sure to get the whole class moving! You get 15 big, no-slip vinyl mats featuring 15 illustrated activities—perfect for indoor and outdoor games, music and movement activities, and more. Mats measure 9" x 9". *254 GG727  5 ACTIVITY BEANBAGS $0.00 $0.00
Our fun-to-toss beanbags are super-easy to catch and throw! The durable canvas beanbags are perfect for all kinds of skill-building activities—helping children improve their aim, develop motor skills and more! You get a set of 12 beanbags in 6 bright colors; each measures 4 1/2" x 4 1/2".

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*255 GM429  10 MINI BOWLING SET $0.00 $0.00
This action-packed set makes it super-safe—and tons of fun—to roll strike after strike! Just set up the 6 easy-to-carry foam pins…and have a blast rolling the squeezably soft foam ball to knock ’em down again and again! Pins measure 7" tall.
260  KT39601  08/05/2026  5 MOBILE CALMING CORNER CART$1,179.00 $5,895.00 Perfect for any classroom, after school program or library, our fully stocked Mobile Calming Corner Cart is easy to roll anywhere—instantly creating a safe, soothing space for children who are feeling overwhelmed or upset, or who simply need a break. Packed with fun-to-squeeze sensory beads, comfy Wobble Cushions and so much more, the cart helps children understand, manage and regulate their emotions. The GREENGUARD Gold® Certified cart measures 23 1/4"w x 14 1/2"d x 33 3/4"h, comes fully assembled and includes a lifetime warranty.

Item consists of
*261 LC449BU  5 WOBBLE CUSHION - BLUE $0.00 $0.00
Just place this handy cushion on the floor or on a chair—for flexible seating anywhere! Our super-durable vinyl cushion is specially designed to let children wiggle and wobble while they sit…helping kids focus as they move. It features large nubs on one side and small nubs on the other—children simply select the sensory surface they prefer! Cushion is easy to inflate and deflate with a standard ball pump (not included). *262 LC449GR  5 WOBBLE CUSHION - GREEN $0.00 $0.00
Just place this handy cushion on the floor or on a chair—for flexible seating anywhere! Our super-durable vinyl cushion is specially designed to let children wiggle and wobble while they sit…helping kids focus as they move. It features large nubs on one side and small nubs on the other—children simply select the sensory surface they prefer! Cushion is easy to inflate and deflate with a standard ball pump (not included). *263 LC449RD  5 WOBBLE CUSHION - RED $0.00 $0.00
Just place this handy cushion on the floor or on a chair—for flexible seating anywhere! Our super-durable vinyl cushion is specially designed to let children wiggle and wobble while they sit…helping kids focus as they move. It features large nubs on one side and small nubs on the other—children simply select the sensory surface they prefer! Cushion is easy to inflate and deflate with a standard ball pump (not included). *264 AA570  10 FIDGET MONSTER $0.00 $0.00
Kids can’t resist our friendly fidget monster! Packed with tons of fun features, the handheld, 6-sided monster captivates kids with its roll & click eyeballs, spinning tentacle, sensory mohawk and so much more. Fidget monster measures 2 1/2" tall.
*265 SE731  5 SENSORY RINGS $0.00 $0.00
T ouch ’em, twist ’em, squeeze ’em—our flexible, nubby rings are perfect for fidgety fingers! Great for stress relief or for providing sensory and tactile stimulation, the rings strengthen hand muscles and develop fine motor skills—all while focusing children’s attention. Set includes 6 dishwasher-safe rubber rings in 6 colors; each ring measures approximately 4 1/4" in diameter.
*266 PP504  5 GEL-BEAD SENSORY SHAPES$0.00 $0.00
Help children experience shapes, colors and textures at the same time—right in their own hands! Each squeezable vinyl shape is filled with colorful gel beads that engage kids’ senses—perfect for keeping fidgety fingers busy and building fine motor skills. Our 8-piece set highlights 4 fun shapes—each in a different vibrant color kids will love.

Square measures 5" x 5".
*267 CA312  5 CALMING CUDDLE BALL $0.00 $0.00
This soft, cozy ball provides tons of comfort and security—an ideal way for kids to calm themselves whenever they need it! Designed to give children a “hug,” the plush ball helps reduce anxiety and soothes the senses when kids slip in their arms and give it a little squeeze. Best of all, it’s machine-washable for super-easy care! Ball measures 11" in diameter.
*268 EE952  5 MINDFUL BREATHING BOARD$0.00 $0.00
Children master breathing techniques, learning to breathe deeply and mindfully, as they trace their way along our simple-to-use board! The board features easy-to-read printed directions alongside a smooth, grooved pathway that travels up and down three mountain peaks. As kids slowly move a finger over each mountain, they practice taking deep, calming breaths—and learn to regulate their emotions! You get a durable wooden breathing board and a guide; board measures 5 1/2" x 8 1/2".
*269 EE953  5 CALM DOWN CUBES $0.00 $0.00
Here’s a unique way to teach children calming strategies—and help them learn to regulate their emotions! When a child needs to relax and refocus, our cubes offer 12 different soothing activities to choose from, like “Build with blocks,” “Play with dough” and “Dance it out.” Plus, each fun-to-use cube has a helpful illustration kids can follow on their own to calm down independently. You get 12 durable plastic cubes and a guide; each cube measures 1 1/4". *270 FF796  5 SQUISH-SQUEEZE SENSORY BEADS$0.00 $0.00
This irresistible foam made of thousands of sticky beads is lots of fun to squish, squeeze…and mold! Best of all, the modeling material won’t dry out or harden—so kids can shape and build tons of creations again and again! You get 12 blocks of nontoxic foam in 6 colors; each block measures approximately 4 1/4"w x 2 3/4"d x 1 1/2"h. *271 VX272  20 LKSHR STANDARD CRAYONS-12PK$0.00 $0.00
Perfectly sized for older children, our top-quality, nontoxic crayons let children draw with no streaking or smearing— and no mess!
*272 TA4409  5 WHITE DRAWING PAPER 9X12 INCH$0.00 $0.00

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Let kids’ creativity soar with our versatile, multipurpose art paper! The thick, 50-pound paper is perfect for use with chalk, paints, markers and crayons. Choose from 2 different sizes; each pack includes 500 sheets. *273 LL424  08/05/2026  5 DSHWSHR-SAFE RND BASKET-ST 5$0.00 $0.00 Keep supplies and manipulatives in durable baskets that have a soft, natural look! Made of securely woven plastic, our no-fray baskets are built for years of classroom use…and designed to look like real wicker. You get 5 dishwasher- safe plastic baskets. Baskets measure 8" in diameter and 3 1/4" tall. *274 EA294  5 5-MINUTE GIANT SAND TIMER$0.00 $0.00
Our colorful sand timer provides a highly visual way to measure 5 minutes of time! Our timer has been tested for accuracy…and features a giant, easy-view design that’s ideal for classroom use. Timer measures 6 1/4" tall. *275 FD412  07/29/2026  5 NOISE-REDUCING EARMUFFS$0.00 $0.00 Use these earmuffs to decrease background noise and help students concentrate and focus! The comfy, nonelectric earmuffs feature a headband that adjusts for the perfect fit. Children just slip them over their ears to muffle unwanted, distracting sounds. Earmuffs include a cloth storage bag. *276 RE437  5 FEELINGS-EMOTIONS PB LIBRARY$0.00 $0.00
With simple, reassuring language, plus expressive photos and illustrations, this collection helps kids recognize a variety of emotions—and learn positive ways to express their own feelings! Each book focuses on a different topic— from feeling scared to being thankful—with inviting stories kids will love to hear again and again. Set includes 12 paperback books. Titles may vary.
*277 LC91  15 LAKESHR CLEAR-VIEW STORAGE
BOX
$0.00 $0.00
End the “What’s inside?” guessing game with this clear, stackable storage box! Constructed of unbreakable, heavy- duty plastic, the storage box measures a roomy 13 1/2"l x 8"w x 5"h. *278 LC673  5 FLX-SPC 12-BIN MOBL STRG-MAPLE$0.00 $0.00 Give students a central location to store supplies—with our durable center you can roll anywhere! Simply use the unit with our Flex-Space Student Storage Bins (sold separately) to keep books, folders, journals and tons of other classroom supplies organized and within easy reach. The heavy-duty laminate center features 3" locking casters. Lifetime warranty.
*279 KT39601GDE  5 MOBILE CALMING CORNER CART
GDE
$0.00 $0.00
280  PP107  5 MY FIRST WEAVING LOOM $49.99 $249.95
Weave your own high-fashion accessories—even if you’ve never sewn a stitch before! Our heirloom-quality wooden loom comes with everything you need to make a super-soft headband, a fun fringed scarf and a stylish fashion bag.

Step-by-step directions guide kids through all 3 projects—and give them lots of tips and tricks for mastering the art of weaving! Loom comes with weaving tools and enough soft chenille yarn for all 3 projects. Loom measures 12" x 16".
290  DD409  5 MY FIRST FASHION DESIGNER$21.99 $109.95
Unleash your inner fashion designer! Our kit lets you create outfits without sewing or cutting—so you can mix and match fabrics, ribbons and buttons again and again…creating tons of runway-ready styles. Just choose your fabrics…wrap the dress form…then use the super-safe buttons to hold each outfit in place. Kit comes with 30 pieces, a handy plastic dress form and a design booklet. Dress form measures 9 1/4" tall. 300  LC748  5 FLX-SPC DBL-SIDE TCHNG EASEL$579.00 $2,895.00 Our mobile easel is perfect for the 21st-century classroom! With 2 magnetic write & wipe surfaces—one blank for drawing and demonstrating concepts and one with permanent, 1 1/2" lines for writing—the versatile, multipurpose steel-frame easel also features a handy tray for displaying books…rings to hang charts and tablets…even a roomy shelf for supplies. Best of all, the sturdy easel rolls on 4 locking casters—for seamless mobility anywhere you need it! Easy assembly.
310  GM365  0 CRAZY CREATOR PUTTY KIT $0.00 $0.00
Kids make their own zany putty to squeeze, bounce, pop and sculpt—this kit comes with everything they need! Children just choose a color…add a special effect to make their putty shimmer, glow and more…and mix in everything from flower charms to emojis—for a one-of-a-kind, super-stretchy creation. Best of all, the putty never dries out, so the sensory fun lasts and lasts! Kit includes a total of 4 ounces of clear putty in 5 tins, 3 special effects, 9 packs of mix-ins, 3 primary colors for combining into different shades to dye the putty, and a guide.

Item is discontinued – Canceled.
320  TC116  0 JUMBO TACTILE TANGLE $0.00 $0.00
Our super-size fidget tangle is full of fun twists and turns! Featuring smooth and textured segments, the tangle slips through your fingers, knots in your hands and winds into countless shapes and designs…helping maintain focus while developing finger dexterity! T angle measures 19" in length.

Store Exclusive Item – can only purchase in store.
330  SE220  07/21/2026  5 SHAKE-SOOTHE SENSORY TUBES$59.99 $299.95 Create one-of-a-kind sensory tubes! Just fill the 3 clear tubes with any of the included materials—glitter, pom-poms and more—and water. Seal each with a twist-on top and cover with a sensory cap. Then kids give the tubes a shake and watch the contents whirl—a great way to help them calm down, self-soothe and regulate emotions! Dishwasher- safe plastic tubes measure 8 3/8" in length.

Item consists of

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*331 SE222  5 SHAKE-SOOTHE SNSRY TUBE-BU$0.00 $0.00
*332 SE221  07/21/2026  5 SHAKE-SOOTHE SNSRY TUBE-LTBU$0.00 $0.00 *333 SE223  5 SHAKE-SOOTHE SNSRY TUBE-GR$0.00 $0.00
340  RE322  5 LAKESHORE SENSORY BALL SET$49.99 $249.95
Exciting textures and bright, eye-catching colors give kids a stimulating, hands-on sensory experience—with every toss! The 10 rugged balls feature enticing ridges, tiny nubs, giant bumps and more…and they’re all made of tough, flexible vinyl that’s super-easy for kids to grip. Largest ball measures 4 3/4" in diameter. Some balls require inflation upon arrival.
350  SE581  5 RAINBOW LIQUID SNSRY VIEWERS$39.99 $199.95 Captivate and soothe children with our liquid-filled sensory viewers! Simply place the vibrant viewers on a light table or in a science center and invite kids to watch the colored bubbles fall and dance. Then flip the viewers over to continue the spectacular show—for an endlessly calming sensory experience. You get a set of 5 durable plastic viewers in 5 colors; each viewer measures 5 3/4" tall.
360  FF796  5 SQUISH-SQUEEZE SENSORY BEADS$19.99 $99.95 This irresistible foam made of thousands of sticky beads is lots of fun to squish, squeeze…and mold! Best of all, the modeling material won’t dry out or harden—so kids can shape and build tons of creations again and again! You get 12 blocks of nontoxic foam in 6 colors; each block measures approximately 4 1/4"w x 2 3/4"d x 1 1/2"h. 370  PP478  5 ADVENTURE DRESS-UP TRUNK$239.00 $1,195.00 Add adventure to pretend play with realistic costumes fit for excitement and discovery! Our dress-up set invites children to role-play 3 different characters—an aviator, an outback explorer and an archaeologist—or mix and match to create countless looks. Plus, the costumes are designed with hook & loop closures, so they’re a cinch to put on and take off. You get 16 dress-up pieces, including a jacket, a vest, hats and accessories—all in a 17 1/2"l x 14"w x 13 1/8"h plastic storage trunk. Costumes fit ages 3 to 5. 380  TT622  5 COSMIC SPACE PROJECTOR $24.99 $124.95
Starry-eyed space enthusiasts get a rare glimpse of the cosmos with our cool projector! Just pop in a disk and view super-size, space-themed images on the ceiling. The projector comes with 4 disks, for a total of 32 spectacular photo images of the planets, a solar eclipse, galaxies and so much more. Projector measures 4" tall and can be used as a night-light. Requires 3 “AAA” batteries (not included). 390  RE738  5 NAT GEO SAFARI READ-ALONG$36.50 $182.50
Introduce nonfiction topics to early readers…with this exciting story about the amazing animals of the African savanna! This National Geographic Kids book has stunning photography and simple text—so it’s ideal for read- alongs! Kit includes 4 books and a read-along CD.
400  PP1107  5 SAFARI ANIMALS FLOOR PUZZLE$19.99 $99.95 Children go on an adventure-filled safari as they put together this giant floor puzzle! From lions and meerkats to zebras and elephants, the puzzle highlights a variety of beautiful creatures, encouraging children to identify and observe each one. The sturdy, 48-piece puzzle features bright, inviting details kids will love to complete, building fine motor control, concentration and problem-solving skills along the way. The self-correcting puzzle measures 2' x 3'.
410  GM832  5 REAL-ACTION BASEBALL GAME$44.99 $224.95
Little sluggers step up to the plate and swing for the fences…while the opposing pitcher throws fastballs, curveballs and more in this action-packed game! The stadium features a cool pitching lever to “throw” a variety of pitches...a spring-loaded bat for hitting home runs...plus 20 playing pieces, including runners, fielders, metal “baseballs” and more! Baseball field measures 16 3/4" x 16 3/4".
420  LL605  5 LIFE CYCLES SCIENCE VIEWER$24.99 $124.95
Full of incredibly lifelike photos, our kid-sized viewer gives little ones an up-close look at life cycles! Plus, the viewer is super-easy for kids to use: Children just slide a disk in…then pull the lever to switch from one fascinating photo to the next! Rugged plastic viewer comes with 35 photos on 5 disks. Viewer measures 4 1/2". 430  DD646  5 REAL BUGS DISCOVERY KIT $29.99 $149.95
Kids get an up-close look at 12 amazing bugs—from a leaf beetle to a lantern fly! Each real specimen is permanently encased in indestructible acrylic, so kids can safely explore them from every angle. Plus, you get a fascinating fact book and handy magnifier—all in a cute storage tray with labeled compartments for each bug. Tray measures 10 1/2".
440  TT914  5 INSECTS SPECIMEN SET $69.99 $349.95
Our durable, easy-view specimens provide a fascinating look at insects! The set includes 4 specimens encased in rugged, lightweight acrylic…with the name of each specimen silkscreened right on it for easy identification. You get a praying mantis, long-horned beetle, butterfly and rose chafer, plus a teacher’s guide. Largest specimen measures 3" x 3".
450  BK568  08/11/2026  5 FRM CATEPLLR TO BTTERFLY-BG BK$26.99 $134.95 This delightful big book explores the life of a caterpillar as it prepares to become a butterfly! Easy-to-follow text provides interesting facts about metamorphosis against a backdrop of school-age characters children can relate to.

Softcover big book by Deborah Heiligman measures approximately 22" and is 32 pages. 460  LM982  5 BUTTERFLY COUNTERS $39.99 $199.95
More hands-on manipulatives to enhance your math program! Math skills take flight with this collection of beautiful butterflies. You get 104 butterfly counters in 8 styles; each measures 2".

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470  CA242  5 CHESS TEACHER $16.99 $84.95
Now anyone can learn to play chess—quickly and easily! Our specially designed chess set has easy-to-follow diagrams printed right on the base of each piece, so kids learn the names of the pieces and how they move—at a glance! You get a chessboard, 32 plastic pieces and a guide. Chessboard measures 15" x 15". 480  LC956  5 THE ALLOWANCE GAME $19.99 $99.95
Wash the car and earn $1.30, but forget your helmet and lose a turn! In this fast-paced game, players race around the colorful board doing chores and collecting an allowance, then spend their earnings on the things they want.

Game board measures 18". For 2-4 players.
490  SCD168323  0 ADVENTURE VINYL STKR $0.00 $0.00
Add positive vibes and a sense of adventure to student work, school supplies and more with these vinyl stickers! Each unique design features nature-inspired artwork that is sure to motivate and inspire exploration. Use the nonremovable stickers for assignments, homework completion or incentive charts—or place them on water bottles, laptops, folders, cubbies, book bags and more! Pack includes 100 stickers; each measures 3" x 3".

Store Exclusive Item – can only purchase in store.
500  SCD168000  0 WILD ANIMAL PHOTO STKR $0.00 $0.00
From lions and rhinos to elephants and zebras—these fun, colorful stickers feature photographic safari animals! Pack includes 6 sheets, for a total of 84 die-cut, acid- and lignin-free stickers; each sticker measures approximately 1".

Store Exclusive Item – can only purchase in store.
510  SKH1300  0 FASHION PLATES DELUXE SET$0.00 $0.00
Creativity is all the fashion! Packed with double-sided Fashion Plates™ that kids can mix and match, this jam-packed set makes it easy to draw tons of stunning outfits. Children simply pop plates into the handy tablet, place paper on top…and rub the included crayon over the paper to create a detailed outline. Then kids color in the outfit and even flip the plates to add striking patterns! Plus, the set includes a paper folio for storing completed drawings…and a stylish carrying case that’s perfect for keeping materials organized—even on the go. You get a drawing tablet, 15 double-sided Fashion Plates, 20 sheets of paper, 8 colored pencils, 2 rubbing crayons and a crayon holder. Carrying case measures 6 1/4" x 10".

Store Exclusive Item – can only purchase in store.
520  GM624  0 CRAZY AARONS IRIDESCENT PUTTY$0.00 $0.00
You won’t believe your eyes! This enchanting putty is inspired by the color-shifting scarab of ancient Egypt— featuring sparkling tones of purple, blue, red and copper. Plus, this putty won’t dry out! You get 3.2 oz. of reusable putty—perfect for rolling, stretching, bouncing, popping, tearing, sculpting and more. Putty comes in a storage tin.

Store Exclusive Item – can only purchase in store.
530  STE92917  0 ANIMAL PRINT SCLPD BRDR VTY PK$0.00 $0.00 On-trend patterns right at your fingertips! Spruce up your spaces and rev up the fun with a convenient variety pack of durable and reusable borders. Vibrant, contemporary animal print designs create cheerful, inspiring classrooms… add pizzazz to parties and events…make for clever hats and crowns…adorn storage containers, cubbies and shelves…and more. Variety pack features 48 durable tagstock strips in 4 designs (leopard, zebra, giraffe and tiger); each strip measures 2 1/4" x 39", for a total length of 156'.

Store Exclusive Item – can only purchase in store.
540  LC995  4 36IN TODDLER OUTDOOR BENCH$429.00 $1,716.00 Great for use with our Outdoor T ables or all by themselves, these kid-sized benches offer tons of versatile outdoor seating options! The benches feature heavy-duty metal construction…woven, weather-tough plastic with the look of wicker…and adjustable feet for stability on any surface. Plus, the comfy, dense foam cushions are attached with hook & loop straps so they stay in place—and have fade-resistant, machine-washable covers. 550  AA917  4 UNDER SEA INF-TDL SENSORY COVE$1,299.00 $5,196.00 An ocean of discoveries and wonder awaits in this sensory cove sized just for little ones! Open on two sides so tots can crawl in and out, the smooth, sturdy birch unit has an arched, aquarium-inspired acrylic roof featuring illustrations of favorite animals. Plus, there are realistic-looking starfish and sea plants embedded in the inside walls —all with irresistible textures for children to touch and explore. There’s even a soft, wipe-clean vinyl cushion for added comfort!
Item consists of
*551 AA917-1  4 BX AA917 SENSORY COVE $0.00 $0.00
*552 AA917-2  4 CUSHION AA917 SENSORY COVE$0.00 $0.00
560  LC597  6 SOOTHING SENSORY ROCKER$499.00 $2,994.00
Children love to relax and lounge in this extra-comfy rocker designed to soothe the senses. The soft, cozy seat and high backrest feature rows of unique grooved contours that provide a calming sensory experience as kids quietly rock back and forth. The rocker even has gently curved armrests for added comfort and support—and durable vinyl upholstery that’s easy to wipe clean!
570  LC990  3 COLOR-CHANGING INFINITY MIRROR$599.00 $1,797.00 Reflection, light, color and more—kids explore them all with our innovative mirror! Filled with bright LED lights, the 3 mirror shapes invite children to observe their reflections within infinite glowing “tunnels.” Select one color in each mirror…or cycle through all 7 shades for a mesmerizing effect. The plug-in, laminated wood unit includes a locking mounting system for stability. Wall mounting required; hardware not included. 580  LE755  3 COLOR-CHANGING LIGHT CUBE$299.00 $897.00
This LED cube doubles as a light table for sensory exploration—while putting on a truly luminous show! Just place the lightweight cube anywhere in the room, then use the included remote to select a color and an effect—from flash

410
to fade—for a visual treat! The durable plastic cube includes a wall adaptor for charging and measures 15 1/2"w x 15 1/2"d x 15 1/2"h.
590  LE284  3 TAP-PLAY CLR-CHANGE LIGHT CTR$179.00 $537.00 T ake kids on a sensory adventure as they explore color, light, cause & effect and more with our interactive center! Place it on the floor or a table and invite kids to cycle through 8 colors—with the tap of their hands or feet! Or use the multifunction remote to flash or fade between colors. The plug-in unit features a plastic LED-illuminated surface that stays cool to the touch.
600  LL509X  4 LT TBL SENSORY PLAY MTRLS-ST$229.00 $916.00 T ake sensory play to another level with our play materials—designed to illuminate on light tables like our Space- Saver Color-Changing Light T able! The translucent materials include beads, rings and balls…creating unique textures that invite kids to explore light and color hands on. Plus, all 3 materials are washable! You get all 3 sets shown (light table and tray not included). Each set also available separately.

Item consists of
*601 LL540  4 TRANSLUCENT SENSORY RINGS$0.00 $0.00
T ake sensory play to another level with rings designed to illuminate on light tables! The set includes 5 pounds of rings in light and dark blue—perfect for exploring light, color and texture hands on. Plus, the durable plastic rings are fully washable. Tray sold separately.
*602 LL539  4 TRANSLUCENT SENSORY BALLS$0.00 $0.00
T ake sensory play to another level with balls designed to illuminate on light tables! The set includes 5 pounds of balls in light and dark green—perfect for exploring light, color and texture hands on. Plus, the durable plastic balls are fully washable. Tray sold separately.
*603 LL541  4 TRANSLUCENT SENSORY BEADS$0.00 $0.00
T ake sensory play to another level with beads designed to illuminate on light tables! The set includes 5 pounds of beads in pink and yellow—perfect for exploring light, color and texture hands on. Plus, the durable plastic beads are fully washable. Tray sold separately.
610  PP385X  07/23/2026  4 WASHABL SENSORY PLAY MTRLS-
SET
$229.00 $916.00
Kids will love to explore their tactile sense with our textured play materials! The complete set includes 3 different types of durable plastic materials—hard and bumpy, soft and pliable, sandy and smooth—perfect for use with our Sensory T ubs (not included). Best of all, each material is fully washable, so they can be reused for years to come! You get all 3 sets shown. Each set also available separately.

Item consists of
*611 PP386  4 WASHABLE SENSORY NOODLES$0.00 $0.00
Kids will love to explore their tactile sense with our washable sensory noodles! Set includes 5 pounds of noodles in orange and red. The durable plastic noodles easily store in our Sensory T ubs—and they’re fully washable, so they can be reused for years to come! T ubs sold separately. *612 PP270  4 WASHABLE SENSORY BALLS$0.00 $0.00
Kids will love to explore their tactile sense with our washable sensory balls! Set includes 1,100 balls in 2 shades of green. The durable plastic balls easily store in our Sensory T ubs—and they’re fully washable, so they can be reused for years to come! T ubs sold separately.
*613 PP269  07/23/2026  4 WASHABLE SENSORY BEADS$0.00 $0.00 Kids will love to explore their tactile sense with our washable sensory beads! Set includes 10 pounds of beads in 2 shades of blue. The durable plastic beads easily store in our Sensory T ubs—and they’re fully washable, so they can be reused for years to come! T ubs sold separately.
620  LC964  4 MBL 4-SHLF STORAG UNIT-MAPLE$1,599.00 $6,396.00 From supplies and books to teacher’s manuals, bins and so much more, our sturdy, versatile unit is perfect for storing all your materials—right within reach! The 4 roomy shelves keep everything super-organized…and the unit rolls on 4" locking casters, so it’s a cinch to move anywhere you need it. Plus, it’s made of wipe-clean melamine to withstand years of tough classroom use. Lifetime warranty. 630  LC239  4 FLEX-SPC 3-SHLF BNDR STR-MAPLE$399.00 $1,596.00 Here’s a space-saving way to store and organize tons of binders! Our rugged laminate center fits into any corner, and the unique curved design keeps every binder in view. Center holds up to 42 binders. Binders not included. Lifetime warranty.
640  LK398  4 FLX-SPC MBL LK MEDIA TOWER MPL$1,199.00 $4,796.00 Store and connect all your classroom media technology! Our space-saving unit features 2 locking compartments:

The handy top compartment is great for storing laptops, tablets and other compact devices—all atop a removable shelf that hides a power strip and HDMI and VGA ports below…while the spacious bottom compartment is ideal for teacher manuals, books and more. The exterior has 2 fold-up side shelves that lock in place to expand your work area…convenient cutouts for cable management…plus extra AC outlets and USB ports for charging even more devices. Laminate unit rolls on 4 locking casters.
650  LC543  5 FLX-SPC 4-SHELF STRGE CAB MPL$1,999.00 $9,995.00 Our functional storage cabinet locks to keep items secure—and easily rolls wherever you need it! The sleek, double- door unit has 4 ultra-sturdy shelves that are deep enough for all sorts of supplies, learning materials, media equipment and more. Plus, it’s made of rugged laminate that quickly wipes clean! Heavy-duty cabinet rolls on 4" locking casters. Lifetime warranty.
660  LC674  5 FLX-SPC 24-BIN MOBL STRG-MAPLE$999.00 $4,995.00

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Give students a central location to store supplies—with our durable center you can roll anywhere! Simply use the unit with our Flex-Space Student Storage Bins (sold separately) to keep books, folders, journals and tons of other classroom supplies organized and within easy reach. The heavy-duty laminate center features 3" locking casters. Lifetime warranty.
670  LK429  5 FLX-SPC MBL STDNT WK ORGZR-
MPL
$1,299.00 $6,495.00
It’s easy to keep students’ work organized…with individual cubbies for every member of the class! Our heavy-duty laminate unit features 36 compartments that are perfectly sized to hold assignments, school-to-home communication and more. Plus, the unit rolls on 4" locking casters, so you can set it up anywhere in the classroom— then roll it away when you’re done! Lifetime warranty.
680  LK469  5 FLX-SPC MBL 20-BIN STR CTR MPL$1,599.00 $7,995.00 This super-versatile unit makes it a cinch to store tons of classroom supplies—and keep them right within reach! Perfect alone or with our clear-view bins (sold separately), our heavy-duty laminate unit features 20 spacious cubbies to organize manipulatives, art materials and so much more. Plus, the center rolls on 4" locking casters, so you can move it anywhere you need it. Lifetime warranty. 690  LK426  3 FLX-SP 18 TRAY MBL STR CTR MPL$1,299.00 $3,897.00 From everyday supplies and materials to notebooks, school-to-home communication and more—our portable center provides convenient access to essential items anywhere in the classroom! The heavy-duty laminate center includes 18 handy removable storage trays that slide in and out easily, with built-in stoppers to prevent the trays from falling. Plus, the center rolls on four 4" locking casters—so it’s a cinch to move exactly where you need it! Durable plastic trays come in the 3 colors shown. Lifetime warranty. 700  LC1420BU  5 FLX-SPC READ-RESEARCH ZN-BU$5,559.00 $27,795.00 Books and materials stay right within reach as students dive deep into learning! The ideal space for reading and research, this inviting learning zone features 2 mobile storage centers, each filled with 12 colored bins—so you can store and organize tons of books and reference materials…and make them accessible to students. The 4 wipe-clean modular couches let up to 8 students work in comfort—and the pillows and plush, soil-resistant carpet keep students extra-cozy as they work. Pillows feature machine-washable covers for super-easy care. Storage centers measure 32"w x 14 1/2"d x 34 1/4"h, are GREENGUARD® Gold Certified and include a lifetime warranty. Carpet measures 9' x 12' and comes with a 10-year warranty. The two-person couches measure 35"w x 21"d x 25"h, and the curved couches measure 50"w x 21"d x 25"h—all with 14" seat heights. Pillows measure 17 3/4" square. Book bins measure 14" x 7" x 5" high.

Item consists of
*701 LC865  5 FLEX-SPC GRAY 9X12 RECT CRPT$0.00 $0.00
These rectangular, extra-plush carpets are made of thick, soil-resistant synthetic fiber?that’s incredibly cozy—yet rugged enough to withstand the toughest classroom use! Plus, the carpets feature rich, inviting colors that resist fading year after year…with a sturdy, flexible backing that provides superior support—so carpets lie flat. *702 TT836  10 FLEX-SPACE BK BINS-SET OF 12$0.00 $0.00
Made especially for books, these 12 plastic bins come in 3 bright colors. Bins measure 5" high; tops measure 7" x 14" and bottoms measure 5 3/4" x 11 1/2". Bins come with labels. *703 LC246BU  10 FLX-SPC MODULAR COUCH FOR 2-
BU
$0.00 $0.00
Make the most of your space with modular seating that’s effortless to arrange and rearrange to meet your classroom’s needs! Combine the couch with our other Flex-Space modular furniture—for endless seating possibilities! Plus, the seat and seat back are padded with high-density foam to provide extra support and comfort for up to 2 students at a time. And it couldn’t be easier to keep the couch looking like new—simply wipe the smooth, durable vinyl clean!
*704 LC348BU  10 FLX-SPC MODULAR CURVE COUCH-
BU
$0.00 $0.00
Make the most of your space with modular seating that’s effortless to arrange and rearrange to meet your classroom’s needs! Combine the couch with our other Flex-Space modular furniture—for endless seating possibilities! Plus, the seat and seat back are padded with high-density foam to provide extra support and comfort.

And it couldn’t be easier to keep the couch looking like new—simply wipe the smooth, durable vinyl clean! *705 LC298  10 FLX-SPC MOBL BK BIN STRG-MAPLE$0.00 $0.00 Our mobile center makes it easy to store tons of books in a minimum of space! The rugged laminate unit has 3" locking casters, so you can roll it anywhere. Plus, it has 3 shelves that are perfect for organizing materials and are big enough to hold a set of 12 book bins (sold separately)—just fill them with books! Lifetime warranty. *706 LC534  5 FLEX-SPCE COMFY PILLOWS-ST 6$0.00 $0.00
Make any space a cozy space with our super-soft pillows! Made of squeezable foam, the pillows feature wrinkle- resistant, machine-washable covers. You get 6 pillows in the 3 colors shown. 710  LC1435BU  5 ERGO CHAIR-TRAPEZOID TBL ZN-BU$2,449.00 $12,245.00 Flexible seating and convenient mobility—in one attractive space that facilitates learning and collaboration! This all- inclusive zone features 2 height-adjustable, trapezoid-shaped tables that can easily be pushed together in various configurations for small groups. You also get 6 ergonomic chairs, each with a seat back and a steel frame that offer the perfect balance of stability and spring—so students can sit forward or sideways and even bounce…however they feel most comfortable! The chairs come fully assembled, and the rugged, easy-to-assemble table is GREENGUARD® Gold Certified and measures 60"w x 30"d x 23"-34"h. Lifetime warranty.

412
Item consists of
*711 LCZ3060M  10 TABLE, BOX, GUIDE FOR LC641$0.00 $0.00 *712 LCL23344  10 4EA 23-34IN TABLE LEGS-CASTERS$0.00 $0.00 *713 LC767BU  30 FLX-SPC 17.5IN ERGO CHAIR-BU$0.00 $0.00 Our specially designed ergonomic chairs give kids the comfort they need as they sit the way that suits them! With a flexible seat back and a unique steel frame that provides both spring and stability, each molded chair allows children to sit forward and sideways…and even bounce. Plus, the sturdy plastic chairs feature a built-in handle for portability and non-marking glides to protect floors! Measurements given are for seat heights. For help choosing the right size chairs, please see the size chart.  Lifetime warranty. 720  LC1315MB  09/16/2026  5 MODERN EDGE LOUNGE SEAT ZN MB$3,229.00 $16,145.00 Make small-group and independent work flexible and comfortable with a fully mobile learning zone for up to four students! A streamlined alternative to traditional desk chairs, the 4 preassembled round lounge seats feature low- profile, smooth-rolling casters and are covered in attractive textured vinyl that effortlessly wipes clean. T o ensure quick transitions between collaborative and individual learning, we’ve paired the seats with 4 super-durable and height-adjustable mobile desks that roll right where you need them! The easy-to-assemble desks are GREENGUARD® Gold Certified, include a lifetime warranty, measure 30"w x 20"d and adjust from 22" to 34" high.

Lounge seats measure 18" in diameter and 18" high.

Item consists of
*721 LK584MB  09/16/2026  20 MDERN EGE MOBL ROUND LNG ST- MB
$0.00 $0.00
Our comfy, compact seat is the perfect addition to any learning space—just roll it wherever you need it! The seat includes heavy-duty, low-profile casters that make it a cinch for teachers and students to move throughout the classroom. Plus, it features high-density foam for comfort and is covered in a durable textured vinyl that wipes clean for extra-easy care.
*722 LKMH880DT  20 DESKTOP FOR 20X30 DESK-LK880$0.00 $0.00 *723 LKMH22344LG  20 4EA MSHS STANDARD LEGS $0.00 $0.00 730  LC1325MB  2 MODERN EDGE COUCH-TBL ZN-MB$3,449.00 $6,898.00 Create a functional workspace where up to six students can brainstorm, collaborate, connect and more! The 2 wipe- clean, modular couches are a cinch to arrange and configure into a setting kids will be eager to gather in. And the height-adjustable mobile table offers plenty of space to study, take notes and participate in group activities…while providing the durability needed to withstand years of classroom use. The easy-to-assemble table measures 60"w x 30"d, adjusts from 22" to 34" high, includes a lifetime warranty and is GREENGUARD® Gold Certified. The couches measure 60"w x 27"d x 34"h, with a seat height of 18", and come fully assembled.

Item consists of
*731 LC782MB  4 MODERN EDGE MODULAR COUCH-3
MB
$0.00 $0.00
Make student collaboration, group work and study time more inviting—with sophisticated yet comfy modular seating designed with older kids in mind! There are so many options…use the roomy couch alone or combine it with our other Modern Edge modular furniture to create custom learning areas. The seat and seat back are padded with high- density foam, so the couch is as supportive as it is soft—for up to 3 students at a time. Best of all, it’s covered in attractive textured vinyl that looks just like fabric but is a breeze to wipe clean! *732 LKMH3060TT  2 TABLETOP FOR LK829 $0.00 $0.00
*733 LKMH22344LG  2 4EA MSHS STANDARD LEGS $0.00 $0.00
750  LC1437  5 FLX-SPC CMFY CHAIR DESK-PWR ZN$5,089.00 $25,445.00 A cozy space where students can gather and work—with a high-tech element that’s perfect for today’s classroom! Each of the 4 innovative chairs includes 2 built-in AC outlets and USB-A ports for powering and charging students’ electronic devices. Plus, each chair has a heavy-duty, fully rotating laminate desk attached to the right-side armrest —creating an instant, at-your-seat workspace. The zone also comes with a coordinating ottoman that kids can use as a table or footrest…or even for additional seating. And the plush, soil-resistant carpet beautifully ties everything together into one inviting space. Carpet measures 9' and is guaranteed for 10 years. Chairs measure 29 1/4"w x 25 1/2"d x 31 3/4"h, with a 16"-high seat. Ottoman measures 20"w x 20"d x 14"h.

Item consists of
*751 LC854  5 FLEX-SPACE 9FT GRAY RND CRPT$0.00 $0.00
These round, extra-plush carpets are made of thick, soil-resistant synthetic fiber that’s incredibly cozy—yet rugged enough to withstand the toughest classroom use! Plus, the carpets feature rich, inviting colors that resist fading year after year...with a sturdy, flexible backing that provides superior support—so carpets lie flat. *752 LK102  20 FLX-SPC COMFY CHAIR DESK-PWR$0.00 $0.00
Super-comfy seating and a student work space—all in one! Our inviting chair features a heavy-duty laminate desk attached to the right-side armrest that rotates in and out 360 degrees so kids can read, write, study and more.

There’s even a built-in power module with 2 AC outlets and 2 USB-A charging ports for electronic devices—just plug the main power cord into any wall outlet. Plus, the chair has a durable wooden frame padded with high-density foam and covered in durable, wipe-clean vinyl!
*753 LC274BU  5 FLEX-SPACE MODULAR OTTMAN-BU$0.00 $0.00

413
Make the most of your space with modular seating that’s effortless to arrange and rearrange to meet your classroom’s needs! Use our multipurpose ottoman as a seat, table or footrest with our other Flex-Space modular furniture—the possibilities are endless! Plus, the ottoman is padded with high-density foam to provide extra support and comfort. And it couldn’t be easier to keep the ottoman looking like new—simply wipe the smooth, durable vinyl clean!
Subtotal:$183,892.80
Tax: $16,090.63
Discount: $0.00
Freight Amount: $0.00
Total: $199,983.43

414
Supplier Award
26-27 6E000
Teaching Aids: Instructional/Classroom
Supplies
Award Date: 4/16/26
Lakeshore Learning Materials LLC
Contact Information
Contact: Sherri Fitzpatrick
Address:GoodBuy Purchasing Cooperative
ESC Region 2
2-09
209 N. Water St.

Corpus Christi, TX 78401-2528
Phone: 1 (361) 561-8481
Fax: (361) 561-8535
Email: [email protected]
Vendor: Lakeshore Learning Materials LLC 26-27 6E000

Lakeshore Learning Materials LLC
Lakeshore Parent LLC
Contact: Eunice Peterson
Address:2695 E. Dominguez St.

Carson, CA 90895
Phone: (800) 421-5354
Fax: (310) 537-7990
Toll Free:(800) 421-5354
Email: [email protected]
Supplier Note
Lakeshore is pleased to offer Goodbuy Purchasing Cooperative and Education Service Center Region 2 a 5% discount on all nonsale items from Lakeshore's catalogs, website (www.LakeshoreLearning.com) and retail stores, as well as FREE shipping on all orders in the contiguous United States. Please reference "Per Bid #26- 27 6E000" on all purchase orders to receive these terms.

Award Lines
1 Please submit any discounts being offered to our members. You may add notes as needed.

Quantity: 1 UOM: EA Unit price: 5% Total: 5%
Item Note:

Enter the catalog title, or Universal Resource Locator (URL) if catalog is available online, for each catalog to be included in this bid along with the discount percentage from list price, if any. Catalog/Price list or URL MUST be included or proposal will not be considered.

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2 Please submit any discounts being offered to our members. You may add notes as needed.

Quantity: 1 UOM: EA Unit price: 5% Total: 5%
Item Note:

Enter the catalog title, or Universal Resource Locator (URL) if catalog is available online, for each catalog to be included in this bid along with the discount percentage from list price, if any. Catalog/Price list or URL MUST be included or proposal will not be considered.

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3 Please submit any discounts being offered to our members. You may add notes as needed.

Quantity: 1 UOM: EA Unit price: 5% Total: 5%
Item Note: Enter the catalog title, or Universal Resource Locator (URL) if catalog is available online, for each catalog to be included in this bid along with the discount percentage from list price, if any. Catalog/Price list or URL MUST be included or proposal will not be considered.

Vendor: Lakeshore Learning Materials LLC 26-27 6E000

City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-1167 Agenda Date: 8/11/2026
Agenda #: F. Category: Consent Calendar
FROM:

Housing
SUBJECT:

Acceptance of Homeless Housing, Assistance and Prevention (HHAP) Round-5 Funding.

RECOMMENDATION:

1. Accept the San Bernardino County Continuum of Care’s Homeless Housing, Assistance, and Prevention Round 5 (HHAP-5) funding in the amount of $500,000;

2. Authorize the City Manager, or designee, to enter into and transmit all necessary agreements, amendments, reporting and documentation to ensure the City’s timely submittal and execution of the Homeless Housing, Assistance, and Prevention Round 5 (HHAP-5) funding.

COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by promoting diverse range of housing projects and levels of affordability.
· Concentrate on Inter-governmental relations by pursuing financial participation from county, state and federal governments.

DISCUSSION:

The San Bernardino County Office of Homeless Services (OHS) released an RFA to implement eligible Homeless Housing, Assistance and Prevention Round 5 (HHAP-5) activities to support actionable, person-centered, regionally coordinated projects that reduce unsheltered homelessness.

The City submitted an application under the Rapid Rehousing, Prevention and Shelter Diversion, and Service Coordination categories and was awarded $500,000. The proposed program will provide housing navigation landlord engagement, move-in assistance, rental assistance, security deposits, and housing stabilization services to help individuals and families experiencing homelessness or at risk of homelessness to obtain or maintain housing. The City will also partner with River’s Edge Ranch, which operates a three-phase recovery program serving men and women experiencing addiction, homelessness, and justice-system involvement. Through this partnership, participants in the program will receive employment-readiness services support, vocational training, and coordinated support services. Because a significant portion of Rivers Edge Ranch participants have established ties to Fontana, the program helps ensure the needs of community are being addressed.

FISCAL IMPACT:

The fiscal impact associated with the approval of this item is an increase in Homeless Housing, Assistance, and Prevention Program funding in the amount of the $500,000 awarded. The required City of Fontana Printed on 8/6/2026Page 1 of 2
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417
File #: 26-1167 Agenda Date: 8/11/2026
Agenda #: F. Category: Consent Calendar
budget adjustments were included in the Q4 FY 2025-26 quarterly budget report in project 30200032- 301.

MOTION:

Approve Staff Recommendations
City of Fontana Printed on 8/6/2026Page 2 of 2
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418
419
BOS Standard Contract Page 1 of 55

THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY

Office of Homeless Services

Department Contract Representative Marcus Dillard
Telephone Number 909-501-0610

Contractor
Contractor Representative
Telephone Number
Contract Term June 9, 2026 – June 30, 2028
Original Contract Amount
Amendment Amount
Total Contract Amount
Cost Center 6210002901
Grant Number (if applicable)

IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS, the San Bernardino City and County Continuum of Care (SBC CoC) has been allocated funds by the State of California Interagency Council on Homelessness, in partnership with the Department of Housing and Community Development within the Business, Consumer Services and Housing Agency, hereinafter called State, under the Homeless Housing, Assistance and Prevention Round 5 (HHAP -5) Program authorized pursuant to Section 17 of Assembly Bill 129 (Chapter 40, Statutes of 2023; Health and Safety Code § 50230, et seq.), which was signed into law by Governor Gavin Newsom on July 10, 2023; and WHEREAS, the San Bernardino County (County) Office of Homeless Services, hereinafter referred to as OHS, is the Administrative Entity authorized to act on behalf of the County to administer HHAP-5 as designated by the SBC CoC, the eligible recipient of HHAP-5 funding; and
WHEREAS, the County conducted a competitive process to find [insert legal name of Contractor] (Contractor) to provide these services, and
WHEREAS, the County finds Contractor qualified to provide [enter service]; and WHEREAS, the County desires that such services be provided by Contractor and Contractor agrees to perform these services as set forth below;
NOW, THEREFORE, the County and Contractor mutually agree to the following terms and conditions:

Contract Number

SAP Number

420
Revised 10/17/2025 Page 2 of 55

TABLE OF CONTENTS

SECTION PAGE
A. DEFINITIONS 3
B. CONTRACTOR RESPONSIBILITIES 6
C. GENERAL CONTRACT REQUIREMENTS 7
D. TERM OF CONTRACT 15
E. COUNTY RESPONSIBILITIES 15
F. FISCAL PROVISIONS 15
G. INDEMNIFICATION AND INSURANCE REQUIREMENTS 16
H. RIGHT TO MONITOR AND AUDIT 19
I. CORRECTION OF PERFORMANCE DEFICIENCIES 19
J. NOTICES 19
K. ENTIRE AGREEMENT 20
L. ELECTRONIC SIGNATURES 20

ATTACHMENTS
EXHIBIT 1 – HHAP-5 AWARD BY CATEGORY
EXHIBIT 2 – FISCAL PROVISIONS
EXHIBIT 3 – SCOPE OF WORK
EXHIBIT 4 – HHAP MONTHLY EXPENDITURE REPORT CHECKLIST
EXHIBIT 5 – HMIS CLIENT DATA REPORT SAMPLE
EXHIBIT 6 – HMIS DATA QUALITY REPORT SAMPLE
EXHIBIT 7 –REQUEST FOR DISBURSEMENT FORM
EXHIBIT 8 – EXPENDITURE REPORT
EXHIBIT 9 – CALIFORNIA WELFARE AND INSTITUTIONS CODE SECTION 8255 ATTACHMENT A Prevailing Wage (For Contractors doing construction)

421
Revised 10/17/2025 Page 3 of 55

A. DEFINITIONS
A.1 Administrative Entity: A unit of general-purpose local government (city, county, or a city that is also a county) or nonprofit organization that has (1) previously administered federal Department of Housing and Urban Development (HUD) Continuum of Care (CoC) funds as the collaborative applicant pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations, and (2) been designated by the CoC to administer program funds.

A.2 Case Management: The coordination of community -based services by a professional team to ensure individuals receive quality support tailored to their unique setbacks or ongoing challenges, helping them progress toward stability and recovery. In addition, it can be defined as a collaborative process that assesses, plans, implements, coordinates, monitors, and evaluates the options and services required to meet a client’s overall needs.

A.3 Reserved.

A.5 Contractor: Any individual, company, firm, corporation, partnership or other organization to whom a contract award is made by the County.

A.6 Coordinated Entry System (CES): The CES is a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisf y this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool.

A.7 Emergency Aid: Any urgent and immediate services, which include housing that will be provided to homeless individuals. Broad categories of uses include, but are not limited to, shelters, shelter beds, public toilets, shower facilities, tiny-shed homes, etc.

A.8 Emergency Shelter: Housing with minimal supportive services for homeless persons that is limited to occupancy of six months or less by a homeless person as defined in subdivision (e) of Section 50801 of the Health and Safety Code.

A.9 General Service Area: The geographically defined area where a service entity provides outreach and direct services to homeless people.

A.10 Homeless: The same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019:
(1) An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
(i) An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; (ii) An individual or family living in a supervised publicly or privately operated she lter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, State, or local government programs for low-income individuals); or (iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution;
(2) An individual or family who will imminently lose their primary nighttime residence, provided that:
(i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
422
Revised 10/17/2025 Page 4 of 55
(iii) The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks, needed to obtain other permanent housing; (3) Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who:
(i) Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e–2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act o f 2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)), or section 725 of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a); (ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance;
(iii) Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and (iv) Can be expected to continue in such status for an extended period of time because of chronic disabilities; chronic physical health or mental health conditions; substance addiction; histories of domestic violence or childhood abuse (including neglect); the presence of a child or youth with a disability; or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment; or
(4) Any individual or family who:
(i) Is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made the individual or family afraid to return to their primary nighttime residence;
(ii) Has no other residence; and
(iii) Lacks the resources or support networks, e.g., family, friends, and faith -based or other social networks, to obtain other permanent housing.

A.11 Homeless Management Information System (HMIS): A web-enabled database used by homeless service providers to capture information about the San Bernardino County persons they serve. The database tracks services provided to homeless individuals and families by the collaborative agencies. Services tracked include: emergency, transitional, and permanent housing bed usage, employment, veteran’s status, as well as referrals to health and human service providers, or other relevant supportive service agencies. As required by the U.S.

Department of Housing and Urban Development, the Continuum of Care utilizes the captured information to make informed decisions in planning, homeless advocacy, and policy development that result in target services. HMIS also includes that use of a comparable database by a victim services provider or legal services provider that is permitted under Part 576 of Title 24 of the Code of Federal Regulations.

A.12 Homeless Youth: An unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection (2) of Section 725 of the federal McKinney-Vento Homeless Assistance Act [42 U.S.C. Sec. 11434a(2)]; includes unaccompanied youth who are pregnant or parenting.

A.13 Housing First: has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein.

A.14 Housing Search and Placement: Services to assist clients to locate, secure, and navigate the rental market. Housing Search and Placement activities include, but are not limited to, unit identification, unit inspection, determining rent reasonableness, contracts, advocating for households, landlord/tenant mediation, and any other housing requirements. 423
Revised 10/17/2025 Page 5 of 55

A.15 Navigation Center: A Housing First, low-barrier, service-enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing.

A.16 Office of Homeless Services (OHS): The lead agency for the San Bernardino County Continuum of Care (SBC CoC). The SBC CoC coordinates services with the San Bernardino County Homeless Partnership consisting of community and faith -based organizations, educational institutions, non-profit organizations, private industry, and Federal, State and local governments. OHS is the Administrative Entity for the HUD Continuum of Care Homeless Assistance Grant, and serves as the coordinator and administrator for grant submissions to the State Homeless Coo rdinating Finance Council, with focused administrative effort to support people experiencing or at risk of homelessness and the connections to housing, supportive services, case management, and mainstream services to assist with housing stability and self-sufficiency. OHS now serves as the administrator of the Housing Homelessness Incentive Program contract, taking over this responsibility from the Community Development and Housing Department (CDH). OHS coordinates HHAP-5 services on behalf of the County an d oversees contractor performance, compliance, and reporting. OHS and County are used interchangeably in this Agreement.

A.17 Permanent Housing – A structure or set of structures with subsidized or unsubsidized rental housing units subject to applicable landlord-tenant law, with no limit on length of stay and no requirement to participate in supportive services as a condition of access to or continued occupancy in the housing. Permanent Housing includes Permanent Supportive Housing.

A.18 Permanent Supportive Housing (PSH): Low-barrier permanent housing with services. The type of services depends on the needs of the residents. Services may be short-term, sporadic, or ongoing indefinitely. PSH units are for individuals and families who are homeless or chronically homeless. PSH is housing combined with services, which may include mental health and health services, drug and alcohol treatment, education and job training.

A. 19 Personally Identifiable Information (PII) – Any representation of information that permits the identity of an individual to whom the information applies, to be reasonably inferred by either direct or indirect means.

A.20 Point-in-Time Count (PITC): means the most recently available point-in time count data as reflected in the Annual Homeless Assessment Report released by the United States Department of Housing and Urban Development.

A.21 Program: The Homeless Housing, Assistance, and Prevention Program Round 5, is a state- funded initiative designed to support local jurisdictions and community partners in addressing homelessness through coordinated, data-driven strategies.

A.22 Rapid Re-Housing (RRH): An intervention designed to help individuals and families quickly exit homelessness and return to permanent housing. Using the Housing First model, move families and individuals into permanent affordable housing as quickly as possible with minimal barriers, assist with move-in costs such as security and utility deposits and short-medium term declining rental subsidies, and provide intensive social services while families or individual’s stability and equip them with skills and resources they need to susta in and thrive in housing and avoid future homelessness.

A.23 San Bernardino City and County Continuum of Care (SBC CoC): The group organized to carry out the responsibilities required under this part and that is composed of representatives of organizations, including nonprofit homeless providers, victim service providers, faith-based organizations, governments, businesses, advocates, public housing agencies, school districts, 424
Revised 10/17/2025 Page 6 of 55
social service providers, mental health agencies, hospitals, universities, affordable housing developers, law enforcement, organizations that serve homeless and formerly homeless veterans, and homeless and formerly homeless persons to the extent these groups are represented within the geographic area and are available to partici pate. Provides leadership in creating a comprehensive countywide network of service delivery to homeless individuals and families and those at-risk of becoming homeless.

A.24 San Bernardino City and County Continuum of Care (CoC) Service Providers: A network of Community Based Organization partnered with the SBC CoC to provide services to homeless individuals and families.

A.25 San Bernardino City and County Continuum of Care (SBC CoC) Board: The policy making body for the San Bernardino County Homeless Partnership. SBC CoC Board works to ensure that the recommendations listed in the County’s 10-Year Strategy to End Homelessness are realized. SBC CoC Membership is composed of elected officials, state and local representatives, community and faith-based organizations, and corporate advocates.

A.26 Subcontractor: An individual, company, firm, corporation, partnership or other organization, not in the employment of or owned by Contractor, who is performing services on behalf of Contractor, under a separate contract with or on behalf of Contractor.

A.27 Target Population: Any person who is Homeless as defined in this Agreement.

A.28 Transitional Housing: A short-term, service-oriented housing program that provides temporary residential stability and intensive support to help people experiencing homelessness successfully transition into permanent housing.

A.29 United States Department of Housing and Urban Development (HUD): A Federal agency established in 1965, HUD’s mission is to increase homeownership, support community development, and increase access to affordable housing free from discrimination. To fulfill this mission, HUD will embrace high standards of ethics, management and accountability and forge new partnerships, particularly with faith -based and community organizations, that leverage resources and improve HUD’s ability to be effective on the community level.

A.30 Youth Set-Aside: The minimum requirement that at least 10% of HHAP 5 funds be used for housing and services that directly serve homeless youth ages 12 -24, including pregnant or parenting youth, in compliance with HHAP 5 eligible uses and reporting requirements.

B. CONTRACTOR RESPONSIBILITIES

B.1 The project description for services to be provided by Contractor under this Contract are identified in Exhibit 3 - SCOPE OF WORK.

B.2 Contractor shall be in compliance with all applicable Federal, State, and local laws, required to perform this Contract. Contractor shall be required to repay the County in the event of non - compliance with any applicable law if the County is required to repay any amount of funds to the State as a result of Contractor’s non-compliance.

B.3 Contractor and its Subcontractors shall perform the work in accordance with Federal, State and local housing and building codes, as applicable.

B.4 Contractor shall be responsible to accomplish the levels of performance as set forth in EXHIBIT 1 – HHAP-5 AWARD BY CATEGORY for the services outlined in EXHIBIT 2 – FISCAL PROVISIONS and report such measures quarterly to the County with each monthly expenditure report as directed in EXHIBIT 3 – SCOPE OF WORK . The County will review Contractor performance to assess expenditure and performance progress. If Contractor is not meeting 425
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expenditure and performance measures, the County will work with Contractor to identify strategies and remediate performance issues.

B.5 Contractor shall ensure that all staff, volunteers and/or Subcontractors performing Services under this Contract or receiving PII data as outlined in this contract, comply with the terms and conditions as set forth in the Human Services Information Privacy and Security Requirements specified at http://hss.sbcounty.gov/Privacy prior to providing any Services. Contractor shall immediately notify the County of any suspected or actual breach of confidential information as further detailed in the requirements. These requirements specified at http://hss.sbcounty.gov/Privacy are hereby incorporated by this reference.

B.6 Contractor’s obligation to the County shall not end until all closeout requirements are completed.

Activities during closeout period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent funds, and accounts receivable to the County), and determining the custodianship of records.

C. GENERAL CONTRACT REQUIREMENTS
C.1 Recitals
The recitals set forth above are true and correct and incorporated herein by this reference.

C.2 Contract Amendments
Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract and approved by the person(s) authorized to do so on behalf of Contractor and County.

C.3 Contract Assignability
Without the prior written consent of the County, the Contract is not assignable by Contractor either in whole or in part.

C.4 Contract Exclusivity
This is not an exclusive Contract. The County reserves the right to enter into a contract with other contractors for the same or similar services. The County does not guarantee or represent that the Contractor will be permitted to perform any minimum amount of work, or receive compensation other than on a per order basis, under the terms of this Contract.

C.5 Attorney’s Fees and Costs
If any legal action is instituted to enforce any party’s rights hereunder, each party shall bear its own costs and attorney’s fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney ’s fees directly arising from a third -party legal action against a party hereto and payable under Indemnification and Insurance Requirements.

C.6 Background Checks for Contractor Personnel
Contractor shall ensure that its personnel (a) are authorized to work in the jurisdiction in which they are assigned to perform Services; (b) do not use legal or illegal substances in any manner which will impact t heir ability to provide Services to the County ; and (c) are not otherwise disqualified from performing the Services under applicable law. If requested by the County and not in violation of applicable law, Contractor shall conduct a background check , at Contractor’s sole expense, on all its personnel providing Services. If requested by the County, Contractor shall provide the results of the background check of each individual to the County. Such background check shall be in the form generally used by Cont ractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, have been performed within the preceding 12-month period. Contractor personnel who do not meet the County’s hiring criteria, in County’s sole discretion, shall not be assigned to work on County property or Services, and County shall have the right, at its sole option, to refuse access to any Contract personnel to any County facility.

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C.7 Change of Address
Contractor shall notify the County in writing, of any change in mailing address within ten (10) business days of the change.

C.8 Choice of Law
This Contract shall be governed by and construed according to the laws of the State of California.

C. 9 Compliance with County Policy
In performing the Services and while at any County facilities, Contractor personnel (including subcontractors) shall (a) conduct themselves in a businesslike manner; (b) comply with the policies, procedures, and rules of t he County regarding health and safety, and personal, professional and ethical conduct; (c) comply with the finance, accounting, banking, Internet, security, and/or other applicable standards, policies, practices, processes, procedures, and controls of the County; and (d) abide by all laws applicable to the County facilities and the provision of the Services, and all amendments and modifications to each of the documents listed in subsections (b), (c), and (d) (collectively, “County Policies”). County Policies, and additions or modifications thereto, may be communicated orally or in writing to Contractor or Contractor personnel or may be made available to Contractor or Contractor personnel by conspicuous posting at a County facility, electronic posting, or ot her means generally used by County to disseminate such information to its employees or contractors. Contractor shall be responsible for the promulgation and distribution of County Policies to Contractor personnel to the extent necessary and appropriate.

County shall have the right to require Contractor’s employees, agents, representatives and subcontractors to exhibit identification credentials issued by County in order to exercise any right of access under this Contract.

C.10 Confidentiality
Contractor shall protect from unauthorized use or disclosure the names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any purpose other than carrying out the Contractor's obligations under this Contract, except as may otherwise be required by law. This provision will remain in force even after the termination of the Contract.

C.11 Primary Point of Contact
Contractor will designate an individual to serve as the primary point of contact for the Contract.

Contractor or designee must respond to County inquiries within two (2) business days. Contractor shall not change the primary contact without written acknowledgement to the County. Contractor will also designate a back-up point of contact in the event the primary contact is not available.

C.12 County Representative
The Chief of Homeless Services of his/her designee shall represent the County in all matters pertaining to the services to be rendered under this Contract, including termination and assignment of this Contract, and shall be the final authority in all matters pertaining to the Services/Scope of Work by Cont ractor. If this contract was initially approved by the San Bernardino County Board of Supervisors, then the Board of Supervisors must approve all amendments to this Contract, unless otherwise delegated.

C.13 Damage to County Property
Contractor shall repair, or cause to be repaired, at its own cost, all damages to County vehicles, facilities, buildings or grounds caused by the willful or negligent acts of Contractor or its employees 427
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or agents. Such repairs shall be made immediately after Contractor be comes aware of such damage, but in no event later than thirty (30) days after the occurrence.

If the Contractor fails to make timely repairs, the County may make any necessary repairs. The Contractor, as determined by the County, shall repay all costs inc urred by the County for such repairs, by cash payment upon demand, or County may deduct such costs from any amounts due to the Contractor from the County, as determined at the County’s sole discretion.

C. 14 Debarment and Suspension
Contractor certifies that neither it nor its principals o r subcontract ors is presently debarred , suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov).

Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

C.15 Drug and Alcohol Free Workplace
In recognition of individual ri ghts to work in a safe, healthful and productive workplace, as a material condition of this Contract, the Contractor agrees that the Contractor and the Contractor’s employees, while performing service for the County, on County property, or while using County equipment:

C.15.1 Shall not be in any way impaired because of being und er the influence of alcohol or an illegal or controlled substance.

C.15.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance.

C.15.3 Shall not sell, offer, or provi de alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor’s employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.

The Contractor shall inform all employees that are performing service for the County on County property, or using County equipment, of the County’s objective of a safe, healthful and productive work place and the prohibition of drug or alcohol use or impairment fro m same while performing such service for the County.

The County may terminate for default or breach of this Contract and any other Contract the Contractor has with the County, if the Contractor or Contractor’s employees are determined by the County not to be in compliance with above.

C.16 Duration of Terms
This Contract, and all of its terms and conditions, shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties, provided no such assignment is in violation of the provisions of this Contract.

C.17 Employment Discrimination
During the term of the Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status.

Contractor s hall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VI and Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act and other applicable Federal, State and County laws and regulations an d policies 428
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relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.

C.18 Environmental Requirements
In accordance with County Policy 11 -08, the County prefers to acquire and use products with higher levels of post-consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price. The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable.

To assist the county in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB 939), Contractor must be able to annually report the County’s environmentally preferable purchases. Contractor must also be able to report on environmentally preferable goods and materials used in the provision of their service to the County, utilizing a County approved form.

C.19 Improper Influence
Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of the Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

C.20 Improper Consideration
Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate this Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contra ct has been awarded.

Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or mana ger charged with supervision of the employee or the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

C.21 Informal Dispute Resolution
In the event the County determines that service is unsatisfactory, or in the event of any other dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement.

To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

C.22 Legality and Severability
The parties’ actions under the Contract shall comply with all applicable laws, rules, regulations, court orders and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect.

C.23 Licenses, Permits and/or Certifications
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Contractor shall ensure that it has all necessary licenses, perm its and/or certifications required by the laws of Federal, State, County, and municipal laws, ordinances, rules and regulations. The Contractor shall maintain these licenses, permits and/or certifications in effect for the duration of this Contract. Cont ractor will notify County immediately of loss or suspension of any such licenses, permits and/or certifications. Failure to maintain a required license, permit and/or certification may result in immediate termination of this Contract.

C.24 Material Misstatement/Misrepresentation
If during the course of the administration of this Contract, the County determines that Contractor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is terminated according to this provision, the County is entitled to pursue any available legal remedies.

C.25 Mutual Covenants
The parties to this Contract mutually covenant to perform all of their obligations hereunder, to exercise all discretion and rights granted hereunder, and to give all consents in a reasonable manner consistent with the standards of “good faith” and “fair dealing”.

C.26 Nondisclosure
Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor’s agent in connection with this Contract; or, (2) acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is not limited to, technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.

C.27 Notice of Delays
Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, that party shall, within twenty-four (24) hours, give notice thereof, including all relevant information with respect thereto, to the other party.

C.28 Ownership of Documents
All documents, data, products, graphics, computer programs and reports prepared by Contractor pursuant to the Contract shall be considered property of the County upon payment for services (and products, if applicable). All such items shall be delivered to County at the completion of work under the Contract, subject to the requirements of Section IV –Term of the Contract. Unless otherwise directed by County, Contractor may retain copies of such items.

C.29 Reserved

C.30 Air, Water Pollution Control, Safety and Health
Contractor shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, which apply to the work performed pursuant to this Contract.

C.31 Records
Contractor shall maintain all records and books pertaining to the delivery of services under this Contract and demonstrate accountability for contract performance. All records shall be complete and current and comply with all Contract requirements. Failure to maintain a cceptable records shall be considered grounds for withholding of payments for invoices submitted and/or termination of the Contract.
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All records relating to the Contractor’s personnel, consultants, subcontractors, Services/Scope of Work and expenses pertaining to this Contract shall be kept in a generally acceptable accounting format. Records should include primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. Fiscal records must comply with the appropriate Office of Management and Budget (OMB) Circulars, which state the administrative requirements, cost principles and other standards for accountancy.

C.32 Relationship of the Parties
Nothing contained in this Contract shall be construed as creating a joint venture, partnership, or employment arrangement between the Parties hereto, nor shall either Party have the right, power or authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto.

C.33 Release of Information
No news releases, advertisements, public announcements or photographs arising out of the Contract or Contractor’s relationship with County may be made or used without prior written approval of the County.

C.34 Representation of the County
In the performance of this Contract, Contractor, its agents and employees, shall act in an independent capacity and not as officers, employees, or agents of the San Bernardino County.

C.35 Strict Performance
Failure by a party to insist upon the strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Contract thereafter.

C.36 Subcontracting
Contractor shall obtain County’s written consent, which County may withhold in its sole discretion, before entering into Contracts with or otherwise engaging any subcontractors who may supply any part of the Services to County. At County’s request, Contractor shall provide information regarding the subcontractor’s qualifications and a listing of a subcontr actor’s key personnel including, if requested by the County, resumes of proposed subcontractor personnel. Contractor shall remain directly responsible to County for its subcontractors and shall indemnify County for the actions or omissions of its subcontractors under the terms and conditions specified in Section G. All approved subcontractors shall be subject to the provision s of this Contract applicable to Contractor Personnel.

For any subcontractor, Contractor shall:

36.1 Be responsible for subcontractor compliance with the Contract and the subcontract terms and conditions; and

36.2 Ensure that the subcontractor follows County’s reporting formats and procedures as specified by County.

36.3 Include in the subcontractor’s subcontract substantially simi lar terms as are provided in Sections B. Contractor Responsibilities and C. General Contract Requirements.

Upon expiration or termination of this Contract for any reason, County will have the right to enter into direct Contracts with any of the Subcontractors. Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such Subcontractors from entering into direct Contracts with County.

C. 37 Subpoena
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In the event that a subpoena or other legal process commenced by a third party in any way concerning the Goods or Services provided under this Contract is served upon Contractor or County, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and County further agree to cooperate with the other party in any lawful effort by such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for County.

C.38 Termination for Convenience
The County reserves the right to terminate the Contract, for its convenience, with or without cause, with a thirty (30) day written notice of termination. Such termination may include all or part of the services described herein. Upon such termination, payment will be made to the Contractor for services rendered and expenses reasonably incurred prior to the effective date of termination.

Upon receipt of termination notice Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.

C.39 Time of the Essence
Time is of the essence in performance of this Contract and of each of its provisions.

C.40 Venue
The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue . If any action or claim concerning this Contract is brought by any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District.

C.41 Conflict of Interest
Contractor shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or subcontractors and the County. Contractor shall make a reasonable effort to prevent employees, Contractor, or members of governing bodies from using their positions for purposes that are, or give the appearance of being motivated by a desire for private gain for themselves or others such as those with whom they have family business, or o ther ties.

Officers, employees, and agents of cities, counties, districts, and other local agencies are subject to applicable conflict of interest codes and state law. In the event the County determines a conflict of interest situation exists, any increase in costs, associated with the conflict of interest situation, may be disallowed by the County and such conflict may constitute grounds for termination of the Contract. This provision shall not be construed to prohibit employment of persons with whom Contractor’s officers, employees, or agents have family, business, or other ties so long as the employment of such persons does not result in increased costs over those associated with the employment of any other equally qualified applicant.

C.42 Former County Administrative Officials
Contractor agrees to provide, or has already provided information on former San Bernardino County administrative officials (as defined below) who are employed by or represent Contractor.

The information provided includes a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of Contractor. For purposes of this provision, “County administrative official” is defined as a member of the Board of Supervisors or such officer’s staff, County Executive Officer or member of such officer’s staff, County department or group head, a ssistant department or 432
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group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

C.43 Disclosure of Criminal and Civil Procedures
The County reserves the right to request the information described herein from the Contractor.

Failure to provide the information may result in a termination of the Contract . The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The Contractor also may be requested to provide information to clarify initial responses. Negative information discovered may result in Contract termination.

Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm’s business, or whether the firm, or any of its partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Contractor will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition, the Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. “Legal proceedings” means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Contractor will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

For purposes of this provision “key employees” includes any individuals providing direct service to the County. “Key employees” do not include clerical personnel providing service at the firm’s offices or locations.

C.44 Reserved

C.45 Reserved

C.46 Iran Contracting Act
IRAN CONTRACTING ACT OF 2010, Public Contract Code sections 2200 et seq. (Applicable for all Contracts of one million dollars ($1,000,000) or more). In accordance with Public Contract Code section 2204(a), the Contractor certifies that at the time the Contract is signed, the Contractor signing the Contract is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2 203 as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code section 2202.5, as applicable.

Contractors are cautioned that making a false certification may subject the Contractor to civil penalties, termination of existing contract, and ineligibility to bid on a contract for a period of three (3) years in accordance with Public Contract Code section 2205.

C.47 *if applicable Prevailing Wage Laws
By its execution of this Contract, Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq. as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Section 1720 of the California Labor Code states in part: “For purposes 433
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of this paragraph, ‘construction’ includes work performed during the design , site assessment, feasibility study, and other preconstruction phases of construction including, but not limited to, inspection and land surveying work…” If the Services/Scope of Work are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall make copies of the prevailing rates of per diem wages for each craft, cla ssification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor will also adhere to any other applicable requirements, including but not limited to, those regarding the employment of apprentices, travel and subsistence pay, retention and inspection of payroll records, workers compensation and forfeiture of penalties prescribed in the Labor Code for violations. Contractor shall defend, indemnify and hold the County, its elected 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 Prevailing Wage Laws. See Attachment A, which is attached and incorporated by reference, for additional information regarding Prevailing Wage Laws. Contractor shall comply with all applicable terms and conditions in Attachment A. The applicable general prevail ing wage determinations are on file with the County and are available to any interested party on request.

Contractor shall post a copy of the applicable prevailing wage determinations at the job site.

C.48 Reserved

C. 49 Executive Order N-6-22 Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country- information/ukraine-russia-related-sanctions), as well as any sanctions imposed under state law (https://www.dgs.ca.gov/OLS/Ukraine-Russia). The EO directs state agencies and their contractors (including by agreement or receipt of a grant) to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should it be determined that Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. Contractor shall be provided advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response.

Termination shall be at the sole discretion of the County.

C.50 Reserved

C.51 Reserved

C.52 Reserved

C.53 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (FAR 52.203-18).

In compliance with Federal Acquisition Regulation 52.203 -18, Contractor shall not require employees or subcontractors of Contractor seeking to report waste, fraud, or abuse, to sign internal confidentiality agreements or statement prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. To the extent Contractor has required employees or subcontractors to sign internal confidentiality agreements or statements in the past, Contractor shall notify current employees and subcontractors that those prohibitions and restrictions are no longer in effect.

Contractor shall include this clause in all subcontracts.

C.54 Use of Biobased Products (FAR 52.223-1)
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Contractor certifies that to the extent biobased products are purchased using Contract funds, Contractor shall comply with Federal Acquisition Regulation 52.223-1.

C.55 Service Contract Labor Standards (FAR 52.222-52, 52.222-53, 22.1003-4) To the extent applicable, Contractor agrees to comply with and to provide any information necessary for the County to comply with Federal Acquisition Regulations 52.222 -52, 52.222-53, and 22.1003-4.

C.56 Reserved

D. TERM OF CONTRACT
This Contract is effective as of June 9, 2026 and expires June 30, 2028, but may be terminated earlier in accordance with provisions of this Contract.

E. COUNTY RESPONSIBILITIES
E.1 OHS shall provide technical assistance to Contractor.

E.2 OHS shall participate in evaluating the progress of the overall program.

E.3 OHS shall monitor Contractor on a regular basis in regard to compliance with contractual requirements.

E.4 The County agrees to establish mutually satisfactory methods for the exchange of information as may be necessary, including information regarding participants enrolled or are involved in a program which is receiving HHAP 5 funding. The exchange of information is necessary to allow each party to perform its duties and functions under this agreement, and fulfill deliverables as outlined in Exhibit 4, HHAP Deliverable Checklist. Appropriate procedures must be adhered to, to ensure information is safeguarded from improper disclosure in accordance with applicable state and federal laws and regulations. No identifying information shall be disclosed by any pa rty for any purpose other than carrying out the disclosing party’s responsibilities under this agreement, except as may be otherwise required by law.

F. FISCAL PROVISIONS
F.1 The maximum amount of disbursement under this Contract shall not exceed $[ indicate total amount of Contract], as budgeted in EXHIBIT 1 – AWARD BY CATEGORY and shall be subject to availability of HHAP 5 funds to the County. The consideration to be paid to Contractor, as provided herein, shall be full payment for all Contractor’s services and expenses incurred in the performance hereof, including travel and per diem.

F.2 The Contractor shall submit itemized monthly invoices to the County, in arrears, in a format acceptable to the County, for services performed under this Contract. Invoices must be submitted within twenty (20) working days following the end of the month in which the services were provided. All invoices will be reviewed by the County for compliance with the terms of this Contract. The County will reconcile each invoice within thirty (30) working days of receipt, or within thirty (30) working days after resolution of any billing dispute.

F.3 Contractor shall accept all payments from County via electronic funds transfer (EFT) directly deposited into the Contractor’s designated checking or other bank account. Contractor shall promptly comply with directions and accurately complete forms provided by County required to process EFT payments.

F.4 County is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on Contractor or on any taxes levied on employee wages. The County shall 435
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only pay for any State or local sales or use taxes on the services rendered or equipment and/or parts supplied to the County pursuant to the Contract.

F.5 Costs for services under the terms of this Contract shall be incurred during the contract period except as approved by County. Contractor shall not use current year funds to pay prior or future year obligations.

F.6 Funds made available under thi s Contract shall not supplant any federal, state or any governmental funds intended for services of the same nature as this Contract. Contractor shall not claim disbursement or payment from County for, or apply sums received from County with respect to th at portion of its obligations that have been paid by another source of revenue.

Contractor agrees that it will not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for purposes of obtaining funds from another revenue source without prior written approval of the County.

F.7 Contractor shall adhere to the County’s Travel Management Policy (8 -02 and 08-02SP1) when travel is pursuant to this Contract and for which disbursement is sought from the C ounty. In addition, Contractor is encouraged to utilize local transportation services, including but not limited to, the Ontario International Airport.

G. INDEMNIFICATION AND INSURANCE REQUIREMENTS
G.1 Indemnification
The Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of t he existence or degree of fault of indemnities. The Contractor indemnification obligation applies to the County’s “active” as well as “passive” negligence but does not apply to the County’s “sole negligence” or “willful misconduct” within the meaning of Civil Code section 2782.

G.2 Additional Insured
All policies, except for Worker’s Compensation, Errors and Omissions and Professional Liability policies shall contain additional endorsements naming the County and its officers, employees, agents and volunt eers as additional named insured with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for the County to vicarious liability but shall allow coverage for the County to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.

G.3 Waiver of Subrogation Rights
The Contractor shall require the carriers of required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors.

All general or auto liability insurance coverage provided shall not prohibit the Contractor and Contractor’s employees or agents from waiving the right of subrogation prior to a loss or claim.

The Contractor hereby waives all rights of subrogation against the County.

G.4 Policies Primary and Non-Contributory
All policies required herein are to be primary and non -contributory with any insurance or self - insurance programs carried or administered by the County.

G.5 Severability of Interests
The Contractor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage 436
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for suits between the Contractor and the County or between the County and any other insured or additional insured under the policy.

G.6 Proof of Coverage
The Contractor shall furnish Certificates of Insurance to the County Department administering the Contract evidencing the insurance coverage at the time the Contract is executed, additional endorsements, as required shall be provided prior to the commencement of performan ce of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Department, and Contractor shall maintain such insurance from the time Contractor commences performance of services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this contract, the Contractor shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request.

G.7 Acceptability of Insurance Carrier
Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum “Best” Insurance Guide rating of “A- VII”.

G.8 Deductibles and Self-Insured Retention
Any and all deductibles or self -insured retentions in excess of $10,000 shall be declared to and approved by Risk Management.

G.9 Failure to Procure Coverage
In the event that any policy of insurance required under this contract does not comply with the requirements, is not procured, or is canceled and not replaced, the County has the right but not the obligation or duty to cancel the contract or obtain insurance if it deems necessary and any premiums paid by the County will be promptly reimbursed by the Contractor or County payments to the Contractor will be reduced to pay for County purchased insurance.

G.10 Insurance Review
Insurance requirements are subject to periodic review by the County. The Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the County. In addition, if the Department of Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such chan ge is reasonable in light of past claims against the County, inflation, or any other item reasonably related to the County’s risk.

Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this contract. Contractor agrees to execute any such amendment within thirty (30) days of receipt.

Any failure, actual or alleged, on the part of the County to monitor or enforce compliance with any of the insurance and indemnification requirements will not be de emed as a waiver of any rights on the part of the County.

G.11 The Contractor agrees to provide insurance set forth in accordance with the requirements herein.

If the Contractor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Contractor agrees to amend, supplement or endorse the existing coverage to do so.

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Without in anyway affecting the indemnity herein provided and in addition thereto, the Contractor shall secure and maintain throughout the contract term the following types of insurance with limits as shown:

G.11.1 Workers’ Compensation/Employer’s Liability – A program of Workers’ Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer’s Liability with $250,000 limits covering all persons including volunteers providing services on behalf of the Contractor and all risks to such persons under this contract.

If Contractor has no employees, it may certify or warrant to the County that it does not currently have any employees or in dividuals who are defined as “employees” under the Labor Code and the requirement for Workers’ Compensation coverage will be waived by the County’s Director of Risk Management.

With respect to Contractors that are non-profit corporations organized under California or Federal law, volunteers for such entities are required to be covered by Workers’ Compensation insurance.

G.11.2 Commercial/General Liability Insurance – The Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000 ,000), per occurrence. The policy coverage shall include:
a. Premises operations and mobile equipment.
b. Products and completed operations.
c. Broad form property damage (including completed operations). d. Explosion, collapse and underground hazards.
e. Personal injury.
f. Contractual liability.
g. $2,000,000 general aggregate limit.

G.11.3 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non -owned automobiles or symbol 1 (any auto). Th e policy shall have a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per occurrence.

If the Contractor is transporting one or more non -employee passengers in performance of contract services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000) for bodily injury and property damage per occurrence.

If the Contractor owns no autos, a non -owned auto endorsement to the General Liability policy described above is acceptable.

G.11.4 Umbrella Liability Insurance – An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property d amage, personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability.

G.11.5 Professional Liability – Professional Liability Insurance with limits of not less than one million ($1,000,000) per claim and two million ($2,000,000) aggregate limits or
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Errors and Omissions Liability Insurance – Errors and Omissions Liability Insurance with limits of not less than one million ($1,000,000) and two million ($2,000,000) aggregate limits
or

Directors and Officers Insurance coverage with limits of not less than one million ($1,000,000) shall be req uired for Contracts with charter labor committees or other not-for-profit organizations advising or acting on behalf of the County.

If insurance coverage is provided on a “claims made” policy, the “retroactive date” shall be shown and must be before the d ate of the state of the contract work. The claims made insurance shall be maintained or “tail” coverage provided for a minimum of five (5) years after contract completion.

G.11.6 Reserved

G.11.7 Cyber Liability Insurance - Cyber Liability Insurance with limits of no less than $1,000,000 for each occurrence or event with an annual aggregate of $2,000,000 covering privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion and network security. The policy shall protect the involved County entities and cover breach response cost as well as regulatory fines and penalties.

G.11.8 Abuse/Molestation Insurance – Contractor shall have abuse or molestation insurance providing coverage for all employees for the actual or threatened abuse or molestation by anyone of any person in the care, custody, or control of any insured, including negligent employment, investigation and supervision. The policy shall provide coverage for both defense and indemnity with liability limits of not less than one million dollars ($1,000,000) with a two million dollars ($2,000,000) aggregate limit.

H. RIGHT TO MONITOR AND AUDIT
H.1 The County, State and Federal government shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested, and shall have absolute right to monitor the performance of Contractor in the delivery of services provided under this Contract. Contractor shall give full cooperation, in any auditing or monitoring conducted. Contractor shall cooperate with the County in the implementation, monitoring, and evaluation of this Contract and comply with any and all reporting requirements established by the County.

H.2 Contractor shall maintain all records and books pertaining to the delivery of Services under the Contract and demonstrate accountability for Contract performance. All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable re cords shall be considered grounds for withholding of payments for invoices submitted and/or termination of Contract.

H.3 All records pertaining to services delivered and all fiscal, statistical and management books and records shall be available for examination and audit by County representatives for a period of five years after final payment under this Contract or until all pending County, State and Federal audits are completed, whichever is later.

I. CORRECTION OF PERFORMANCE DEFICIENCIES
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I.1 Failure by Contractor to comply with any of the provisions, covenants, requirements or conditions of this Contract shall be a material breach of this Contract.

I.2 In the event of a non-cured breach, County may, at its sole discretion and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Afford Contractor thereafter a time period within which to cure the breach, which period shall be established at the sole discretion of County; and/or b. Discontinue disbursement to Contractor for and during the period in which Contractor is in breach, which disbursement shall not be entitled to later recovery; and/or c. Withhold funds pending duration of the breach; and/or d. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to Item “b” of this paragraph; and/or e. Terminate this Contract immediately and be relieved of the payment of any consideration to Contractor. In the event of such termination, the County may proceed with the work in any manner deemed proper by the County. The cost to the County shall be deducted from any sum due to the Contractor under this Contract and the balance, if any, shall be paid by the Contractor upon demand.

J. NOTICES
All written notices provided for in this Contract or which either party desires to give to the other shall be deemed fully given, when made in writing and either served personally, or by facsimile, or deposited in the United States mail, postage prepaid, and addressed to the other party as follows:

San Bernardino County
Office of Homeless Services
560 E Hospitality Lane, Suite 200
San Bernardino, CA 92415-0044
Contractor
Address

Notice shall be deemed communicated two (2) County working days from the time of mailing if mailed as provided in this paragraph.

K. ENTIRE AGREEMENT
This Contract, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations or representations relating to the subject matter of this Contract not expressly set forth herein are of no force or effect. This Contract is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Contract and signs the same of its own free will.

L. ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request.

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IN WITNESS WHEREOF, San Bernardino County and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers, on its behalf.

FOR COUNTY USE ONLY
Template Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department

Suzanne Bryant, Deputy County Counsel
Date Date Date

SAN BERNARDINO COUNTY
(Print or type name of corporation, company, contractor, etc.) B
y

Marcus Dillard, Chief of Homeless Services (Authorized signature - sign in blue ink) Dated:

Name

(Print or type name of person signing contract)

Title
(Print or Type)
Dated:

Address

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EXHIBIT 1
HHAP-5 AWARD BY CATEGORY
Project Component Type

Funding Costs for
Population Focus

Eligible Use
Category
Description of
Services Cost Award /
Allocation Service Unit
Number
Expected to be
Served

Total Award

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EXHIBIT 2

FISCAL PROVISIONS
A. Method, Time, and Conditions of Payment
CONTRACTOR shall be reimbursed by COUNTY, for an amount not to exceed [insert amount]. Said funds shall be allocated pursuant to the Budget shown below.

Agency: [Insert Name]
Budget
June 9, 2026 through June 30, 2028
Eligible Use Category Award/Allocation Service Unit

Average Cost per
service unit

Total Award
Eligible Use Category Award/Allocation Service Unit

Average Cost per
Household

Total
Total Award
Note: The table above may be changed (without changing the Total amount) with prior written approval from OHS.
a. CONTRACTOR’s expenses will only be utilized for eligible costs. CONTRACTOR shall submit Expenditure Reports of eligible costs on a monthly basis no la ter than thirty (30) days after the end of each month in which the costs were incurred. Each claiming period shall consist of a calendar month. b. With each Expense Report of eligible costs, CONTRACTOR shall submit:

1. All general and approved activity for eligible expenses.

2. If the required supporting documentation is not provided, COUNTY may delay disbursements until the documentation is received by COUNTY. COUNTY reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Contract.

3. The following items shall be submitted for Case Management and Service Coordination:
i. Cost allocation reports covering the month claimed for the HHAP-5 program.

4. The following must be submitted for employee wages and fringe benefits claimed:
i. Employee Time and Activity Logs for each employee that includes date work was performed, description of work, notes, eligible activity, hours worked for the day, total number of hours worked related to project worked and signed by employee and supervisor. 443
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ii. Time sheet that details all hours worked, including holiday, vacation, sick and any other time charged to contract.
iii. Proof of direct deposit which includes employee’s full name, hourly rate, taxes, benefits, total amount that was deposited into the employee’s account.
iv. Payroll Registers for the pay periods included in the claim. v. Proof of payment for all fringe benefits premiums claimed for disbursement.

5. At least once per fiscal year provide:
vi. Worker’s Compensation Insurance rates for each class of employee charged to the program. vii. Fringe benefits premium rates with a breakdown of the employee and employer’s contributions. Contractor will not be compensated for the employee’s contribution to fringe benefits premiums (if applicable).
viii. Rate of employer’s contribution to employee retirement accounts (if applicable).

6. For all non-payroll related expenses submit copies of receipts, invoices, or bill expenses with disbursement for this category along with proof of payments, (i.e., copy of canceled check/EFT with bank statements or credit card) and proof that the credit card was paid, if a credit card was used.

7. The following items shall be submitted for Rapid Rehousing and Rental Assistance:
ix. Submit copies of leases, rental assistance agreements, receipts, invoices, or bill expenses with disbursement for this category along with proof of payments, (i.e., copy of canceled check/EFT with bank statements or credit card) and proof that the credit card was paid, if a credit card was used.

8. Travel expenses must be kept in a mileage log and have maps associated with each of the trips. The log should maintain a start and end vehicle mileage with the total number of miles traveled and for what purpose. All travel claimed must be associated with the HHAP-5 program.
d. All approved, complete reports submitted in a timely manner shall be processed/paid within thirty (30) calendar days.
e. All HHAP-5 funds shall be expended by the termination date of this Contract. f. Expenditure Deadlines:

Percentage of HHAP-5
Award That Must be
Expended
Milestone Deadlines
50% 364 Days after Execution of Contract
75% 183 Days Prior to the Expenditure Deadline

g. CONTRACTOR must expend:

1. No less than fifty percent (50%) of HHAP-5 funds by April 17, 2027.

2. One hundred percent (100%) of HHAP-5 funds by June 30, 2028. 444
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3. “Expend” means all HHAP-5 funds obligated under this Contract or subcontracts have been fully paid and receipted, and no invoices remain outstanding.

Reports submitted by the CONTRACTOR will be used to ensure that CONTRACTOR is on track to expend fifty percent (50%) of HHAP-5 funds by April 17, 2027, and one hundred percent (100%) of HHAP-5 funds by June 30, 2028 . CONTRACTOR may submit a request to OHS prior to April 17, 2027, if CONTRACTOR is not on track to expend 50% of the HHAP -5 funds by April 17, 2027 , proposing an alternative expenditure rate to meet the June 30, 2028, 100% expenditure deadline with justification. The Chief of Homeless Services may approve, modify, or deny such request.

If, by December 31, 2027, CONTRACTOR has not submitted reports showing an expenditure of at least seventy five percent (75%) of the HHAP-5 funds, the remaining twenty five percent (25%) may be reallocated.
h. HHAP-5 funds may not be obligated and expended prior to the effective date of this Contract. “Obligate” means that CONTRACTOR has placed orders, entered into sub-contracts, received services, or entered into similar transactions that require payment from the Contract award. i. All proceeds from any interest -bearing account established by the CONTRACTOR for the deposit of HHAP-5 funds must be used for HH AP-5 eligible activities. Documentation of all expend itures and accrued interest shall be reported on the forms provided by OHS (see EXHIBIT 8 – EXPENDITURE REPORT).
j. Any housing-related activities funded with HHAP-5 funds, including but not limited to, emergency shelter, rapid-rehousing, rental assistance, transitional housing and permanent supportive housing must be in compliance or otherwise aligned with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255(b).
k. CONTRACTOR confirms that rental assistance will be issued directly to a property owner, or an agent authorized to act on behalf of a property owner.
l. For all programs and services for which there are sources of funds in addition to COUNTY funds as provided under this Contract, CONTRACTOR shall provide proof of such funding. CONTRACTOR must be able to account for the receipt, obligation and expenditure of funds.

1. The COUNTY shall NOT pay for any services provided by CONTRACTOR which are funded by other sources. All restrictions and/or requirements provided in this Contract relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources. m. The COUNTY reserves the right to reduc e the Contract award when the COUNTY’s fiscal monitoring indicates that CONTRACTOR’s rate of expenditure will result in unspent funds at the end of the Contract term or if it is determined that costs incurred are not in conformance with HHAP 5 eligible costs. Changes in the Contract award will be done after consultation with CONTRACTOR. Such changes shall be incorporated into this Contract by written amendment(s). n. CONTRACTOR shall accept all payments from COUNTY via electronic funds transfer (EFT) direct ly deposited into the CONTRACTOR’s designated checking or other bank account. CONTRACTOR shall promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments.
o. COUNTY is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on CONTRACTOR or on any taxes levied on employee wages. The County shall only pay for any state or local sales or use taxes on the services rendered or equipment and/or parts supplied to the COUNTY pursuant to the Contract.

P. Costs for services under the terms of this Contract shall be incurred during the contract period 445
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p. except as approved by C OUNTY. CONTRACTOR shall not use current year funds to pay prior or future year obligations. Disbursements to Contractor are Net 30. q. CONTRACTOR shall adhere to the C OUNTY’s Travel Management Policy (8 -02 and 08 -02SP1) when travel is pursuant to this Contract and for which disbursement is sought from the C OUNTY.

In addition, CONTRACTOR is encouraged to utilize local transportation services, including but not limited to, the Ontario International Airport.

A.1 Documentation of Costs and Other Financial Reporting a. CONTRACTOR will be required to maintain books, records, documents, and other evidence directly related to the performance of work in accordance with Generally Acceptable Accounting Procedures.

Costs shall be supported by properly executed payrolls, time records, inv oices, receipts, vouchers or other official documentation, as evidence of the nature and propriety of the charges. b. The CONTRACTOR shall retain all documentation related to the services provided and all financial records associated with this Agreement for a period of five (5) years following the termination of this contract. Such records shall be made available for inspection upon reasonable request by the COUNTY during this retention period.
c. All accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible, and upon reasonable notice, the COUNTY shall have the right to audit the records of the CONTRACTOR as they relate to the Contract and the activities and services described herein.

CONTRACTOR shall also:

1. Maintain an effective system of internal fiscal control and accountability for all HH AP-5 funds and property acquired or improved with HH AP-5 funds, and make sure the same are used so lely for authorized purposes.

2. Keep a continuing record of all disbursements by date, payment method, amount, vendor, description of items purchased and line item from which the money was expended, as reflected in the CONTRACTOR’s accounting records.

3. Maintain payroll, financial, and expense disbursement records for a minimum period of five (5) years after the termination of this Contract.

4. Permit inspection and audit of its records with respect to all matters authorized by this Contract by representatives of the County at any time during normal business hours and as often as necessary.

5. Inform the COUNTY concerning any funds allocated to CONTRACTOR, that the CONTRACTOR anticipates will not be expended during the term of this Contract.

6. Repay the COUNTY any funds in its possession at the time of the termination of this Contract that may be due to the COUNTY (e.g., ineligible costs, unexpended funds, etc.).

A.2 Funding
a. This Contract is valid and enforceable only if sufficient funds are made available to COUNTY by legislative appropriation. In addition, this Contract is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether Federal or those of the State, or of any agency, department, or any p olitical subdivision of Federal or the State governments, which may affect the provisions, terms or funding of this Contract in any manner.

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b. CONTRACTOR must establish and maintain effective internal controls over all funding awarded to CONTRACTOR by the COUNTY to provide reasonable assurance that CONTRACTOR complies with Federal, State, and COUNTY statutes, regulations, and terms and conditions of the Contract. c. COUNTY may base funding for CONTRACTOR upon positive performance outcomes, which OHS will monitor throughout the year.
d. CONTRACTOR must be able to demonstrate that H HAP-5 funds were expended for eligible uses to benefit members of the Target Population.
e. Funds allocated pursuant to this Contract shall be used exclusively for costs included in CONTRACTOR’s program budget (see EXHIBIT 1 – HHAP-5 AWARD BY CATEGORY). Contract funds shall not be used as security or to guarantee payments for any non -program obligations nor as loans for non -program activities.
f. CONTRACTOR certifies and agrees that it will not use funds provided through this Contract to pay for entertainment, gifts, or fundraising activities.

A.3 Ineligible Costs
a. HHAP-5 funds shall not be used for costs associated with activities in violation of any l aw or for any activities not consistent with the intent of HHAP-5 and the eligible uses identified in California Health and Safety Code Sections 50218 et seq.
b. The COUNTY or the State reserves the right to request additional information and clarificatio n to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Contract. If CONTRACTOR or its Sub contractors use HH AP-5 funds to pay for ineligible activities, Contractor shall be required to reimburse these fu nds to the COUNTY within thirty (30) days of the request.

1. An expenditure which is not authorized by this Contract, or which cannot be adequately documented, shall be disallowed and will not be reimbursed to the CONTRACTOR by COUNTY.

2. The State, at its sol e and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HHAP-5 funds.

3. Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. HH AP-5 funds cannot replace local funds that are committed to an existing or developing homeless assistance program. However, if funds previously supporting a service or project end or are reduced for reasons beyond the control of CONTRACTOR and services or housing capacity will be lost as a result of these funds ending, HH AP-5 funds may be used to maintain the service or program and are not considered supplanting [examples include, but are not limited to, a time-limited city and/or county tax or one -time block g rant, such as Homeless Emergency Aid Program (HEAP) grant].

A.4 Withheld Payments
Payments to CONTRACTOR may be withheld by COUNTY if CONTRACTOR fails to comply with any provision of this Contract.

A.5 Disallowance
a. If CONTRACTOR receives payment under this Contract which is later disallowed by COUNTY for nonconformance with this Contract, CONTRACTOR shall be required to promptly reimburse these funds to COUNTY and shall be prohibited from submitting to COUNTY disbursement requests for subsequent HHAP-5 funds until COUNTY is fully reimbursed or, at its option, COUNTY may offset the amount disallowed from any payment due to CONTRACTOR.
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If it is determined that a CONTRACTOR falsified any certification, RFA information, financial, or contract report, CONTRACTOR shall be required to reimburse the full amount of HHAP-5 award to COUNTY, and may CONTRACTOR be prohibited from any further participation in HHAP-5. COUNTY may impose any other actions permitted under 24 CFR 576.501 (c).

A.6 Fiscal Accountability
a. CONTRACTOR agrees to manage funds received through COUNTY in accordance with sound accounting policies; incur and claim only eligible costs for disbursement; and adhere to a ccounting standards established in 2 CFR Part 200.
b. CONTRACTOR must establish and maintain on a current basis an accrual accounting system in accordance with generally accepted accounting principles and standards. Further, CONTRACTOR must develop an acc ounting procedure manual. Said manual shall be made available to COUNTY upon request or during fiscal monitoring visits.

A.7 Financial Management
a. Review, understanding, and certification that quarterly disbursement reports submitted to the COUNTY meet eligible expenses under HHAP-5 and State requirements. The COUNTY shall have no obligation to reimburse CONTRACTOR with any funds other than HH AP-5 funds the COUNTY receives from the State.
b. CONTRACTOR attests that by s ubmitting a monthly expenditures report to OHS, it has completed all due diligence necessary and verified eligibility for HHAP-5 funding. CONTRACTOR shall be required to repay COUNTY for non-eligible expenditures that may inadvertently be processed by the COUNTY. c. Subsequent disbursements after the firs t disbursement, are dependent upon CONTRACTOR properly documenting the expenses/expenditure reports to cover the previous disbursement.

A.8 Budget Changes
a. CONTRACTOR agrees that no changes shall be made to CONTRACTOR’s HHAP-5 budget without first obtaining prior approval. No more than the amounts specified in EXHIBIT 1 – HHAP-5 AWARD BY CATEGORY may be spent for the separate cost categories specified in the budget su mmary. Any changes to this Contract must be requested by CONTRACTOR in writing through OHS. Changes must be approved by the COUNTY and/or the State.

A.9 Budget Amendments
a. CONTRACTOR shall make no changes to the budget without first obtaining written approval from the COUNTY. Any budget amendments must be requested by the CONTRACTOR in writing within 180 days of the contract expiration.

A.10 Equipment and Other Property
a. All equipment, materials, supplies or property of any kind (including vehicles, publications, copyrights, etc.) purchased with HHAP-5 funds received under the terms of this Contract which has a life expectancy of one (1) year or more shall be the property of the COUNTY and shall be subject to the provisions of this paragraph. The disposition of equipment or property of any kind shall be determined by the COUNTY when the Contract is terminated. Additional terms are as follows:

1. The purchase of any furniture or equipment which was not included in CONTRACTOR’s approved budget, shall require the prior written approval of the COUNTY, and shall fulfill the provisions of this Contract which are appropriate and directly related to CONTRACTOR’s services or activities under the terms of the Contract. The COUNTY may refuse approval for any cost resulting from such items 448
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purchased, which are incurred by CONTRACTOR, if prior written approval has not been obtained from the COUNTY.

2. Before equipment purchases made by CONTRACTOR are approved by the COUNTY, CONTRACTOR must submit paid vendor re ceipts identifying the purchase price, description of the item, serial numbers, model number and location where equipment will be used during the term of this Contract.

3. CONTRACTOR shall submit an inventory of equipment purchased under the terms of this Con tract as part of the expenditures report for the month in which the equipment is purchased. CONTRACTOR must also maintain an inventory of equipment purchased that, at a minimum, includes the description of the property, serial number or other identification number, title holder, acquisition date, cost of the equipment, location, use and condition of the property, and ultimate disposition data. A physical inventory of the property must be reconciled annually. Equipment should be adequately maintained and a c ontrol system in place to prevent loss, damage, or theft. Equipment with cost exceeding COUNTY’s capitalization threshold of $5,000 must be depreciated.

4. No costs incurred prior to the Contract commencement date shall be eligible for reimbursement with HHAP-5 funds.

5. Upon termination of this Contract, CONTRACTOR will provide a final inventory to the COUNTY and shall at that time query the COUNTY as to requirements, including the manner and method in returning equipment to the COUNTY. Final disposition of such equipment shall be in accordance with instructions from the COUNTY.

A.11 Final Advance
Unless approved by OHS in writing, all final requests for disbursement of authorized HHAP-5 expenditures under this Grant must be submitted to OHS no later than December 31, 2027.

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EXHIBIT 3

SCOPE OF WORK

A. GENERAL REQUIREMENTS
CONTRACTOR shall carry out the following responsibilities between June 9, 2026, to June 30, 2028:

A.1 Service Requirements
[Enter Service Requirements Here]
A.2 Project Detail
Project Component Type Services
Funding Costs
Population Focus

A.3 Presentation of Services
CONTRACTOR shall:
a. Provide effective administrative management of the budget, staffing, recording, and reporting portion of the Contract with the COUNTY. If administrative responsibilities are delegated to Subcontractors, the CONTRACTOR must ensure that any Subcontractor(s) possess the qualifications and capacity to perform all delegated responsibilities. Responsibilities include but are not limited to the following:

1. Designate the responsible position(s) in your organization for managing the funds allocated to this program.

2. Maximize the use of the allocated funds.

3. Ensure timely and accurate reporting.

4. Maintain appropriate staffing levels.

5. Ensure staff possess the qualification and capacity to perform responsibilities tied to the staff’s position.

6. Effectively communicate and monitor the program for its success.

7. Maintain communication between the CONTRACTOR and OHS.

8. Act quickly to identify and solve problems.
b. Ensure that all program sites are well maintained.
c. Provide one (1) or more staff will work with the participants to apply for available housing units.

The staff should work closely with any Housing Navigators working and collaborate with existing systems to ensure maximum utilization of services and reduce duplicative efforts. This includes, but is not limited to, assistance with all issues related to securing housing such as developing housing leads, identifying landlords willing to work with the population, creating suitable housing 450
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plans from available stock, working with landlords to develop positive relationships, assisti ng participants to be document ready for housing interviews, and assisting with transportation for housing search purposes. Staff will meet with property managers, coach residents to be successful when meeting with potential property managers and prepare t hem for moving into a unit. Staff may also work to develop shared housing options for residents. Staff will work in collaboration with the participant’s case manager to ensure both parties are aware of one another’s efforts and progress. Caseloads should b e limited to fifteen (15) participants at any given time.
d. Provide one (1) or more staff will assist the participants with linkage to supportive services if participants are not connected to supportive services in order to receive needed services. Staff will also assist with all housing search activities as described above. e. CONTRACTOR shall, at a minimum, provide the following staffing pattern expressed in Full-Time Equivalents (FTEs) continuously throughout the term of the Contract. One (1) FTE shall be equal to an average of forty (40) hours work per week.

PROGRAM FTEs
Case Manager (Enter Correct Title)
Total FTEs
f. CONTRACTOR shall maintain personnel files for each staff member, which will include, but not be limited to, an application for employment, qualifications for the position, documentation of bicultural/bilingual capabilities (if applicable), pay rate and evaluations justifying pay increases.

B. PROGRAM REQUIREMENTS
Contractor shall adhere to the following:

B.1 Coordinated Entry System (CES)
a. The CES is a referral process that currently coordinates with the SBC CoC. All those participating with CES will need to apply to participate with the Homeless Management Information System (HMIS).
b. CONTRACTOR must notify the CES within 10 days of award of the HHAP-5 funding by utilizing the online 211 Registration form located at: 211 Registration Form (wufoo.com) c. CONTRACTOR must work in collaboration with CES and SBC CoC to ensure the screening, assessment, and referral of HHAP-5 participants are consistent with the eligible uses under HHAP-5.
d. CONTRACTOR agrees to receive referrals from CES prior to providing services with the exception of individuals receiving emergency assistance. In such cases, immediate services can be provided, but individuals and/or families must be referred by Contractor to CES for assessment and prioritization within seventy -two (72) hours. CONTRACTOR understands that individuals and/or families may not be referred to CONTRACTOR and may be referred to another service provider based upon the CES assessment.

B.2 Data Reporting
a. CONTRACTOR will submit to OHS detailed reports containing information listed in EXHIBIT 3 – SCOPE OF WORK, Section C.
b. A report will be due forty -five (45) days after the date of expiration of this Contract or upon completion of Contract services. Reports should be submitted via File Transfer Program (FTP). 451
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c. CONTRACTOR shall submit additional reports as required by the State or COUNTY.

B.3 Monitoring
a. The COUNTY has the right to monitor the Contract during the Contract period to ensure accuracy of expenditure reports and compliance with applicable laws and regulations. b. CONTRACTOR agrees to furnish duly authorized representatives from the COUNTY and the State access to all financial records necessary to review or audit Contract services and to evaluate the cost, quality, and appropriateness of services.
c. If the State o r the COUNTY determines that all, or any part of, the payments made by the COUNTY to CONTRACTOR pursuant hereto are not eligible expenses in accordance with this Contract, said funds will be repaid by CONTRACTOR to the COUNTY. In the event such payment is not made on demand, the COUNTY may withhold future disbursements to CONTRACTOR until such disallowances are paid by CONTRACTOR. If disallowable expenses are not reimbursed within thirty (30) days of demand, the Contract will terminate without consultation at the COUNTY’s sole and absolute discretion.
d. If there is a conflict between a State audit of this Contract and a COUNTY audit of this Contract, the State audit shall take precedence.

B.4 Closeout
a. CONTRACTOR shall submit a closeout report including a narrative of the project outcomes, an inventory of all equipment and property acquired or improved by HHAP-5 funds, and a final financial report, upon termination or completion of the services specified in this Contract. b. CONTRACTOR agrees to adhere to and comply with all the closeout procedures detailed below; including, but not limited to the following:

1. Disposition of program assets shall be determined by the COUNTY when the Contract is terminated.

2. CONTRACTOR shall submit within forty-five (45) days after the date of expiration of this Contract, all financial, performance, and other reports required by this Contract; and in addition, will cooperate in a program audit by the COUNTY.

3. Any unobligated/unexpended funds disbursed in advance to CONTRACTOR shall be returned to the COUNTY within thirty (30) days after the expiration of the Contract term, or in accordance with Section Exhibit 2, Section A.1 , whichever occurs first. This obligation shall survive the termination of the Contract.

4. CONTRACTOR must account for any real and personal property acquired with HHAP-5 funds.

5. Closeout will remain pending until all requirements are met and all outstanding issues with the CONTRACTOR have been resolved to the satisfaction of the COUNTY.

B.5 Homeless Management Information System
The HMIS is a local database application used to collect client -level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness in the COUNTY.

CONTRACTOR must ensure that data on all persons served are entered into the countywide HMIS. HMIS is managed and operated by OHS. HMIS technical and data standards are set forth in the Final 2024 HMIS Data Standards, on file with OHS.

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a. CONTRACTOR shall enter into a Memorandum of Understanding (MOU) with the HMIS Lead Agency where the CONTRACTOR agrees to share HMIS data with other HHAP-5 funded agencies, unless prohibited by law.
b. CONTRACTOR is required to work with OHS staff to ensure the timely and accurate set -up of their HMIS program profile and to ensure the HMIS program profile is setup in a manner that accurately captures the data pertinent to CONTRACTOR’s program. CONTRACTOR’s program profile must be setup prior to CONTRACTOR submitting their first HHAP-5 disbursement request (see EXHIBIT 7 – HHAP-5 EXPENDITURES AND REQUEST FOR DISBURSEMENT FORM). c. CONTRACTOR shall submit a copy of HMIS reports (see EXHIBIT 5 – HMIS CLIENT DATA REPORT SAMPLE) with the quarterly disbursement reports. In the case of Domestic Violence service providers or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the CONTRACTOR is using a comparable database shall be delivered to the COUNTY. The contact information for the "HMIS Lead Agency" is:

Christopher Salazar, HMIS Lead
San Bernardino County
Office of Homeless Services
560 E. Hospitality Ln., Ste. 200
San Bernardino CA 92415-0044
[email protected]
Phone: 909-501-0610
d. CONTRACTOR must ensure all required data elements, as listed below, are entered into the HMIS system for HHAP-5 participants, in a timely manner, and is inputted no later than two (2) working days after program entry. Services rendered to clients must be entered into HMIS no later than two (2) working days from date of service(s). All clients who exit the program must have an updated status in HMIS within two (2) working days from actual exit date. Failure to meet the above data inputting requirements will constitute a violation of the terms and conditions of this Contract. CONTRACTOR will be notified by OHS, and i f not rectified, the Contract may be terminated at the COUNTY’s sole and absolute discretion. e. In addition to the timely entry of HMIS data, CONTRACTOR is required to enter accurate and complete data. The COUNTY will ensure CONTRACTOR adheres to Data Quality Standards, as established by HUD, and data entry requirements, as set forth in the HMIS MOU and the OHS Policy Handbook. The Data Quality Standards assess the data quality and completeness of the following Data Elements entered:

1. Client Demographic Data
i. Name
ii. Social Security Number
iii. Date of Birth
iv. Race
v. Ethnicity
vi. Gender
vii. Veteran Status

2. Universal Data
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i. Disabling Condition
ii. Project Start Date
iii. Project Exit Date
iv. Destination
v. Relationship to Head of Household
vi. Client Location
vii. Housing Move-in Date
viii. Living Situation

3. Common Program Specific Data Elements
i. Income and Sources
ii. Non-Cash Benefits
iii. Health Insurance
iv. Disability Elements
v. Physical Disability
vi. Developmental Disability
vii. Chronic Health Condition
viii. HIV/AIDS
ix. Mental Health Problem
x. Substance Abuse
xi. Domestic Violence
xii. Contact
xiii. Date of Engagement
xiv. Bed-Night Date
xv. Housing Assessment Disposition

4. Data Timeliness
i. Entry Timeliness
ii. Exit Timeliness
f. According to Data Quality Standards, CONTRACTOR is required to have a five-percent (5%) or less error rate to ensure data accuracy and less than a five -day lapse in timeliness for entry of data at time of client entry, services are rendered, and client exit. Any performance benchmarks not meeting these standards will be captured on CONTRACTOR’s HMIS Data Quality Report 454
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f. Sample (see EXHIBIT 6 – HMIS DATA QUALITY REPORT) . The report will be generated by CONTRACTOR and submitted quarterly with expenditure reports. OHS will review reports and data deficienci es, if any, will be identified and discussed with CONTRACTOR to determine methods to remediate and/or improve data quality scores. g. If CONTRACTOR continues to not meet data entry and data quality benchmarks, as established by HUD and set forth in the HMIS MOU and the OHS Policy Handbook, COUNTY may terminate Contract as set forth in Section I - CORRECTION OF PERFORMANCE DEFICIENCIES. h. CONTRACTOR agrees to provide the COUNTY and/or the State access to HMIS data collected and entered into HMIS, upon request, and to participate in any statewide data initiative as directed by the State including, but not limited to, a statewide data integration environment.

B.6 Housing First
The methodology of providing services will follow the Housing First policy. This is an approach that offers permanent, affordable housing as quickly as possible for individuals and families experiencing homelessness, and then provides the supportive services and connections to the community-based supports people need to avoid returning to homelessness. HHAP-5 projects must align and comply with the core components of Housing First as defined in California Welfare and Institutions Code Section 8255(b) (see Exhibit 9 – CALIFORNIA WELFARE AND INSTITUTIONS CODE SECTION 8255).

B.7 Program Participant Eligibility
CONTRACTOR shall ensure that:
a. HHAP-5 participants meet the Homeless definition as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019:

1. An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
i. An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground;
ii. An individual or family living in a supervised publicly or privately -operated shelter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitabl e organizations or by Federal, State and local government programs for low-income individuals); or iii. An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution.

2. An individual or family who will imminently lose their primary nighttime residence, provided that:
i. The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
ii. No subsequent residence has been identified; and
iii. The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks, needed to obtain other permanent housing; 455
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3. Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who:
i. Are defined as homeless under Section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), Section 637 of the Head Start Act (42 U.S.C. 9832), Section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2), Section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), Section 3 of the Food and Nutrition Act of 2008 (7 U.S.C. 2012), Section 17(b) o f the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)), or Section 725 of the McKinney -Vento Homeless Assistance Act (42 U.S.C. 11434a);
ii. Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days imm ediately preceding the date of application for homeless assistance;
iii. Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and iv. Can be expected to continue in such status for an extended period of time because of chronic disabilities; chronic physical health or mental health conditions; substance addiction; histories of domestic violence or childhood abuse (including neglect); the presence of a chil d or youth with a disability; or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment; or

4. Any individual or family who:
i. Is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made the individual or family afraid to return to their primary nighttime residence; ii. Has no other residence; and
iii. Lacks the resources or support networks, e.g., family, friends, and faith -based or other social networks, to obtain other permanent housing.
b. HHAP-5 participants are referred by CES to CONTRACTOR. c. CONTRACTOR coordinates program enrollment and services in collaboration with CES.

B.8 Job Training and Employment
CONTRACTOR agrees to refer HHAP-5 clients that are eligible for job training and employment services to the County of San Bernardino Workforce Development Department (WDD). Number of participants who have been referred to WDD will be reported on a quarterly basis by CONTRACTOR.

B.9 Staffing Requirements
CONTRACTOR shall provide the necessary professional staff to meet the needs of the homeless population following the Housing First mode l (e.g. Case managers, Clinicians, medical staff, peer advocates, employment specialists, and eligibility specialists). CONTRACTOR must have the readiness capacity to immediately perform and administer homeless efforts through HHAP-5 funding.

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B.10 Non-Discrimination Requirements
CONTRACTOR and its subcontractors shall not deny the HHAP-5 contract’s benefits to any Person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONTRACTOR shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. CONTRACTOR and Subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article.

CONTRACTOR shall permit access by representatives of the Civil Rights Department and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. CONTRACTOR and its Subcontractors shall gi ve written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) C. HHAP-5 REPORTING REQUIREMENTS
C.1 Detailed reports
a. CONTRACTOR shall submit reports containing, at minimum, the following information:

1. Amount awarded to CONTRACTOR with activity(ies) identified.

2. Contract expenditures.

3. Unduplicated number of homeless persons and households served by HHAP-5 funds.

4. Unduplicated number of persons and households at imminent risk of homelessness served by HHAP-5 funds.

5. Number of instances of service.

6. Increases in capacity for new and existing programs.

7. Number of unsheltered homeless persons and homeless households becoming sheltered.

8. Number of homeless persons and homeless households entering permanent housing.

9. Number of homeless persons and households successfully exited from HHAP-5 (i.e., in permanent housing) that remain in permanent housing 12 months post-exit from HHAP-5.

10. Number of persons and households at imminent risk of homelessness successfully exited from HHAP-5 (i.e., in permanent housing) that remain in permanent housing 12 months post -exit from HHAP-5.

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C.2 Reporting Breakdown by Activity
a. CONTRACTOR will provide reports with a breakdown for each activity (i.e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re - housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable. The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development (HUD):

1. Chronically homeless

2. Homeless veterans

3. Unaccompanied homeless youth

4. Homeless persons in families with children
Note: Counts by subpopulation will not be required in cases where that information is unavailable but is expected in cases where client information is entered in the Homeless Management Information System (HMIS).

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EXHIBIT 4

HHAP MONTHLY EXPENDITURE REPORT CHECKLIST
I. General HHAP Eligible Cost
☐ 1. Staff Salaries and Benefits
 ☐Payroll Calculation Worksheet for HHAP
o ☐Showing all calculations charged for HHAP and supports the amount specified in the expenditure report.  ☐Paystub / Payroll Summary
 ☐Timesheet and Time Activity report indicating staff performed HHAP eligible activity o ☐Timesheet / Time Activity report must include:
 ☐Employee Name
 ☐Job title/position and description
 ☐Time Period Covered
 ☐Start and end dates for the reporting period (e.g., weekly, bi-weekly, or monthly)  ☐Daily Time Entries
 ☐Time worked each day (in hours)
 ☐Specific start and end times (optional but recommended for accuracy)  ☐Task/Activity Details
 ☐Description of the work performed, or tasks completed  ☐Allocation of time to specific programs or activities o ☐If the employee’s time is split between multiple funding sources or programs, clearly indicate the percentage or hours allocated to each program.  ☐Use a percentage breakdown or specific hours (e.g., 50% HHAP 1, 25% ESG, 25% HHAP 2)
 ☐ Use a percentage breakdown for each category of HHAP  ☐Certification and Approval
 ☐Employee signature and date, certifying the accuracy of the time reported.  ☐Supervisor or manager signature and date, approving and verifying the report.  ☐Employee Benefits
o ☐Employer paid benefits such as Health Insurance (Medical, Dental, Vision), Social Security and Medicare Contributions, Retirement Plans and Pension Contributions, Workers’ Compensation Insurance, Paid Leave (Vacation, Sick, Holiday), Life and Disability Insurance, Fringe Benefits etc.  ☐Proof of employer contributions (invoices, payroll deductions)  ☐Bank Statement that the benefits are paid.
 ☐Proof of payment that the salary is paid
o ☐If paystub is printed using the providers payroll system, this is acceptable as proof of payment.

☐ 2. Insurance
 ☐ Invoice or premium billing statement or official receipt from the insurance provider showing the amount paid, date, and coverage period.
 ☐ Proof of payment that the insurance is paid.

☐ 3. Mileage log (approved and signed)
 ☐ Start and End Odometer
 ☐ Activity / Purpose
 ☐ Total Mileage
 ☐ Destination
 ☐ Map

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HHAP MONTHLY EXPENDITURE REPORT CHECKLIST

☐ 4. Eligible Use (HHAP Categories)
a. Rapid Rehousing (RRH)
☐ Complete and signed lease agreement between tenant and landlord including the copies of addendum house ins
☐ Rental Assistance agreement - a contract between a service provider (like a nonprofit or government agency) and a landlord. It outlines how rent payments will be made on behalf of a tenant who needs housing support. The agreement specifies the payment amount, duration, and responsibilities of both the landlord and the service provider to ensure the tenant can stay in the rental unit. ☐ Client eligibility documentation (Literally Homeless) ☐ Proof of Payment (Please see Section I item 6)

b. Prevention and Shelter Diversion
☐ Client eligibility documentation (risk of homelessness) ☐ Eviction Notice / Disconnection notice for utility bills ☐ Rental Assistance agreement - a contract between a service provider (like a nonprofit or government agency) and a landlord. It outlines how rent payments will be made on behalf of a tenant who needs housing support. The agreement specifies the payment amount, duration, and responsibilities of both the landlord and the service provider to ensure the tenant can stay in the rental unit. ☐ Proof of Payment (Please see Section I item 6)

c. Operating Subsidies
☐ Operating expense is aligned with the scope of work in the contract. ☐ Monthly expense reports / General Ledger (utilities, maintenance costs, operating expense) ☐ Invoices / receipts
☐ Proof of Payment (Please see Section I item 6)

d. Street Outreach
☐ Log of street outreach activities (date, location, staff involved) ☐ Intake forms for clients engaged
☐ Expense receipts for supplies and transportation (e.g., fuel, public transport) ☐ Proof of Payment (Please see Section I item 6)

e. Service Coordination
☐ Client intake and assessment forms
☐ Documentation of services provided (case notes, service plans) ☐ Receipts for any client-related expenses (transport, supplies) ☐ TARs for coordinators and case managers
☐ Salary and benefits documentation for service coordination staff ☐ Proof of Payment (Please see Section I item 6)
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HHAP MONTHLY EXPENDITURE REPORT CHECKLIST
f. Systems Support
☐ Proof of system implementation (software invoices, maintenance records) ☐ Invoices and payment proof for administrative expenses ☐ TARs for staff managing the system or providing oversight g. Permanent Housing
☐ Complete and signed lease agreement between tenant and landlord including the copies of addendum house ins
☐ Rental Assistance agreement - a contract between a service provider (like a nonprofit or government agency) and a landlord. It outlines how rent payments will be made on behalf of a tenant who needs housing support. The agreement specifies the payment amount, duration, and responsibilities of both the landlord and the service provider to ensure the tenant can stay in the rental unit. ☐ Client eligibility documentation (Literally Homeless) ☐ Lease agreements for clients housed under permanent housing ☐ Assessment forms
☐ Payment records for rent, utilities, and other housing expenses ☐ Staff involved in Permanent Housing (please see section II item 1. ☐ Proof of Payment (Please see Section I item 6)

h. Interim Sheltering
☐ Client intake forms and eligibility documentation
☐ Shelter occupancy logs and proof of client stay
☐ Invoice and proof of payment (Please see Section I item 6) ☐ Staff involved in Interim Sheltering (please see section II item 1.

i. Emergency Shelters
☐ Client intake and assessment forms
☐ Occupancy records showing duration of client stay
☐ Invoice and proof of payment (Please see Section I item 6) ☐ Staff involved in Emergency Shelter (please see section II item 1).

j. Homelessness Youth Set Aside
☐ Client intake and assessment forms
☐ Occupancy records showing duration of client stay
☐ Invoice and proof of payment (Please see Section I item 6) ☐ Staff involved in Homelessness Youth Set Aside (please see section II item 1

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EXHIBIT 5

HMIS CLIENT DATA REPORT SAMPLE

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EXHIBIT 6

HMIS DATA QUALITY REPORT SAMPLE

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EXHIBIT 7

DISBURSEMENT REQUEST

EXHIBIT 8
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EXPENDITURE REPORT

EXHIBIT 9
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CALIFORNIA WELFARE AND INSTITUTIONS CODE SECTION 8255

State of California

WELFARE AND INSTITUTIONS CODE
Section 8255

8255.

For purposes of this chapter:

(a) “Council” means the California Interagency Council on Homelessness, formerly known as the Homeless Coordinating and Financing Council established pursuant to Section 8257.

(b) “Core components of Housing First” means all of the following:
(1) Tenant screening and selection practices that promote accepting applicants regardless of their sobriety or use of substances, completion of treatment, or participation in services. (2) Applicants are not rejected on the basis of poor credit or financial history, poor or lack of rental history, criminal convictions unrelated to tenancy, or behaviors that indicate a lack of “housing readiness.” (3) Acceptance of referrals directly from shelters, street outreach, drop-in centers, and other parts of crisis response systems frequented by vulnerable people experiencing homelessness. (4) Supportive services that emphasize engagement and problem solving over therapeutic goals and service plans that are highly tenant-driven without predetermined goals. (5) Participation in services or program compliance is not a condition of permanent housing tenancy. (6) Tenants have a lease and all the rights and responsibilities of tenancy, as outlined in California’s Civil, Health and Safety, and Government codes.
(7) The use of alcohol or drugs in and of itself, without other lease violations, is not a reason for eviction. (8) In communities with coordinated assessment and entry systems, incentives for funding promote tenant selection plans for supportive housing that prioritize eligible tenants based on criteria other than “first-come- first-serve,” including, but not limited to, the duration or chronicity of homelessness, vulnerability to early mortality, or high utilization of crisis services. Prioritization may include triage tools, developed through local data, to identify high-cost, high-need homeless residents. (9) Case managers and service coordinators who are trained in and actively employ evidence-based practices for client engagement, including, but not limited to, motivational interviewing and client-centered counseling.
(10) Services are informed by a harm-reduction philosophy that recognizes drug and alcohol use and addiction as a part of tenants’ lives, where tenants are engaged in nonjudgmental communication regarding drug and alcohol use, and where tenants are offered education regarding how to avoid risky behaviors and engage in safer practices, as well as connected to evidence-based treatment if the tenant so chooses. (11) The project and specific apartment may include special physical features that accommodate disabilities, reduce harm, and promote health and community and independence among tenants. (c) “Homeless” has the same definition as that term is defined in Section 91.5 of Title 24 of the Code of Federal

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(d) (1) “Housing First” means the evidence-based model that uses housing as a tool, rather than a reward, for recovery and that centers on providing or connecting homeless people to permanent housing as quickly as possible. Housing First providers offer services as needed and requested on a voluntary basis and that do not make housing contingent on participation in services.

(2) (A) “Housing First” includes time-limited rental or services assistance, so long as the housing and service provider assists the recipient in accessing permanent housing and in securing longer term rental assistance, income assistance, or employment.
(B) For time-limited, supportive services programs serving homeless youth, programs should use a positive youth development model and be culturally competent to serve unaccompanied youth under 25 years of age. Providers should work with the youth to engage in family reunification efforts, where appropriate and when in the best interest of the youth. In the event of an eviction, programs shall make every effort, which shall be documented, to link tenants to other stable, safe, decent housing options.

Exit to homelessness should be extremely rare, and only after a tenant refuses assistance with housing search, location, and move-in assistance.
(e) “State programs” means any programs a California state agency or department funds, implements, or administers for the purpose of providing housing or housing-based services to people experiencing homelessness or at risk of homelessness, with the exception of federally funded programs with requirements inconsistent with this chapter.

(f) “Council staff” means the individuals who work for the California Interagency Council on Homelessness and who are overseen by the executive officer of the California Interagency Council on Homelessness.

(g) “Executive council” means the California Interagency Executive Council on Homelessness created pursuant to Section 8257 and consisting of the members identified in subdivision (c) of Section 8257.

(Effective July 5, 2025)

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ATTACHMENT A

PREVAILING WAGE REQUIREMENTS
A. All or a portion of the Scope of Work in the Contract requires the payment of prevailing wages and compliance with the following requirements:

1. Determination of Prevailing Rates:

Pursuant to California Labor Code sections 1770, et seq., the County has obtained from the Director of the Department of Industrial Relations (DIR) pursuant to the Labor Code, the general prevailing rates of per diem wages and the prevailing rates for holiday and overtime work in the locality in which the Scope of Work is to be performed. Copies of said rates are on file with the County, will be made available for inspection during regular business hours, may be included elsewhere in the specifications for the Scope of Work, and are also a vailable online at https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm . The wage rate for any classification not listed, but which may be required to execute the Scope of Work, shall be commensurate and in accord with specified rates for similar or comparable classifications for those performing similar or comparable duties. In accordance with Labor Code section 1773.2, the Contractor shall post, at appropriate and conspicuous locations on the job site, a schedule showing all applicable prevailing wage rates and shall comply with the requirements of Labor Code sections 1773, et seq.

2. Payment of Prevailing Rates
Each worker of the Contractor, or any subcontractor, engaged in the Scope of Work, shall be paid not less than the general prevailing wage rate, regardless of any contractual relationship which may be alleged to exist between the Contractor or any subcontractor, and such worker.

3. Prevailing Rate Penalty
The Contractor shall, as a penalty, forfeit two hundred dollars ($200.00) to the County for each calendar day or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of the DIR for such work or craft in which such worker is employed by the Contractor or by any subcontractor in connection with the Scope of Work. Pursuant to Labor Code section 1775, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

4. Ineligible Contractors:

Pursuant to the provisions of Labor Code section s 1777.1 and 1771.1(o), the Labor Commissioner publishes and distributes a list of contractors ineligible to perform work as a contractor or subcontractor on a public works project. This list of debarred contractors is available from the DIR website at https://www.dir.ca.gov/dlse/debar.html. Any contract entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract, and any public money that may have been paid to a debarred subcontractor by a contractor on the project shall be returned to the County. The Contractor shall be responsible for the payment of wages to workers as a debarred subcontractor who has been allowed to work on the Scope of Work.

5. Payroll Records:
a. Pursuant to Labor Code section 1776, the Contractor and each subcontractor, shall keep accurate certified payroll records, showing the name, ad dress, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by them in connection with the Scope of Work. The payroll records enumerated herein shall be verified by a written declaration made under penalty of perjury that the information contained in the payroll record is true and correct and that the Contractor or subcontractor has complied with the requir ements of the Labor Code sections 1771, 1811, and 1815 for any Scope of Work performed by his or her employees. The payroll records shall be available for inspection at all reasonable hours at the principal office of the Contractor on the following basis:
i. A certified copy of an employee's payroll record shall be made available for inspection or furnished to such employee or his/her authorized representative on request; ii. A certified copy of all payroll records shall be made available for inspection or furnis hed upon request to the County and the Division of Labor Standards Enforcement of the DIR; iii. A certified copy of payroll records shall be made available upon request to the public for inspection or copies thereof made; provided, however, that a request by th e public shall be made through 469
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either the County or the Division of Labor Standards Enforcement. If the requested payroll records have not been previously provided to the County or the Division of Labor Standards Enforcement, the requesting party shall, prior to being provided the records, reimburse the cost of preparation by the Contractor, subcontractor and the entity through which the request was made; the public shall not be given access to such records at the principal office of the Contractor; iv. The Contractor shall file a certified copy of the payroll records with the entity that requested such records within ten (10) days after receipt of a written request; and v. Copies provided to the public, by the County or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of the Contractor or any subcontractor, performing a part of the Scope of Work shall not be marked or obliterated. The Contractor shall inform the County of the location of payroll records, including the street address, city and county and shall, within five (5) working days, provide a notice of a change of location and address. b. The Contractor shall ha ve ten (10) days from receipt of the written notice specifying in what respects the Contractor must comply with the above requirements. In the event Contractor does not comply with the requirements of this section within the ten (10) day period, the Contractor shall, as a penalty to the County, forfeit one-hundred dollars ($100.00) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Labor Standards Enforcement, such penalty shall be withheld from progress payments then due to the Contractor. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. c. At least monthly (at least once every 30 days), the Contractor and all subcontractors must submit electronic certified payroll records online to the Labor Commissioner, in a format prescribed by the Labor Commissioner. The County reserves the right to require Contractor and all subcontractors to submit certified payroll to the Labor Commissioner more frequently than monthly. i. A contractor or subcontractor who fails to furnish electronic certified payroll records to the Labor Commissioner as required by Labor Code section 1771.4 , is subject to a penalty by the Labor Commissioner of one hundred dollars ($100) per day , until such payroll records are furnished, not to exceed a total penalty of five thousand dollars ($5,000) per project. ii. This requirement does not apply to public works p rojects $25,000 or less when the project is for construction, alteration, demolition, installation or repair work, or if the public works project is $15,000 or less when the project is for maintenance work. However, the Contractor must still keep accurate certified payroll records and retain those records, as specified in Labor Code section 1776, for at least three years after completion of the work.

6. Limits on Hours of Work:

Pursuant to Labor Code section 1810, eight (8) hours of labor shall constitute a le gal day's work. Pursuant to Labor Code section 1811, the time of service of any worker employed at any time by the Contractor or by a subcontractor, upon the Scope of Work or upon any part of the Scope of Work, is limited and restricted to eight (8) hours during any one calendar day and forty (40) hours during any one calendar week, except as provided for under Labor Code section 1815. Notwithstanding the foregoing provisions, work performed by employees of Contractor or any subcontractor, in excess of ei ght (8) hours per day and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay.

7. Penalty for Excess Hours:

The Contractor shall pay to the County a penalty of twenty -five dollars ($25.00) for each worker employed on the Scope of Work by the Contractor or any subcontractor, for each calendar day during which such worker is required or permitted to work more than ei ght (8) hours in any calendar day and forty (40) hours in any one calendar week, in violation of the provisions of the Labor Code, unless compensation to the worker so employed by the Contractor is not less than one and one -half (1½) times the basic rate o f pay for all hours worked in excess of eight (8) hours per day.

8. Jobsite Notices
This project is subject to compliance, monitoring, and enforcement by the DIR. As required by the DIR, Contractor is required to post jobsite notices, as prescribed by regulation, regarding compliance monitoring and enforcement by the DIR.

9. Registration with the DIR (Labor Code section 1725.5) a. Contractor must be registered with the DIR to bid or submit a proposal on this project, unless the public works project is $25,000 or less when the project is for construction, alteration, demolition, installation or repair work, or if the public works pro ject is $15,000 or less when the project is for maintenance work. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the DIR pursuant to Labor Code section 1725.5, with limited exceptions from t his requirement for bid purposes only as allowed under Labor Code sections 1771.1(a) and 1725.5(f). 470
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i. An inadvertent error in listing a subcontractor who is not registered pursuant to Labor Code section 1725.5 in a bid proposal shall not be grounds for fili ng a bid protest or grounds for considering the bid nonresponsive, provided that any of the following apply:
1) The subcontractor is registered prior to the bid opening. 2) Within 24 hours after the bid opening, the subcontractor is registered and has paid the penalty registration fee.
3) The subcontractor is replaced by another registered subcontractor pursuant to Section 4107 of the Public Contract Code.
b. Contractor must be registered with the DIR (unless an exception applies) to be awarded a contract or perform any work on this project. No contractor or subcontractor may be awarded a contract for a public work project or perform work on a public works project unless registered with the DIR pursuant to Labor Code section 1725.5 (unless an exception applies).
i. A contract entered into with any contractor or subcontractor in violation Labor Code section 1725.5 shall be subject to cancellation.
ii. If the Labor Commissioner determines that a contractor or subcontractor engaged in the performance of any public work contract without having been registered in accordance with Labor Code section 1771.1 , the contractor or subcontractor is subject to civil penalties of one hundred dollars ($100) for each day of work performed in violation of the registration requirement, not to excee d an aggregate penalty of eight thousand dollars ($8,000) , payable to the state. Contractor may also be subject to additional penalties, up to an additional $10,000, for entering into a contract with an unregistered subcontractor. iii. Where a contractor or su bcontractor engages in the performance of any public work contract without having been registered with the DIR, the Labor Commissioner shall issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on all public work s until they are registered. The stop order shall not apply to work by registered contractors or subcontractors on the public work. Any employee of an unregistered contractor or subcontractor who is affected by a work stoppage ordered by the commissioner shall be paid at their regular hourly prevailing wage rate by that employer for any hours the employee would have worked but for the work stoppage, not to exceed 10 days. Failure of a contractor or subcontractor to observe a stop order issued and served upon them is guilty of a misdemeanor punishable by imprisonment in county jail up to 60 days or by a fine of up to ten thousand dollars ($10,000), or both. c. To qualify for registration with the DIR, Contractor must meet all requirements listed in Labor Code Section 1725.5.
d. Registration with the DIR is not required if the public works project is $25,000 or less when the project is for construction, alteration, demolition, installation, or repair work, or if the public works project is $15,000 or less when the project is for maintenance work.

B. STATE PUBLIC WORKS APPRENTICESHIP REQUIREMENTS

1. State Public Works Apprenticeship Requirements:
a. The Contractor is responsible for compliance with Labor Code section 1777.5 and the California Code of Regulations, title 8, sections 230 – 230.2 for all apprenticeable trades or crafts (denoted with “#” symbol next to craft name in DIR Prevailing Wage Det ermination), whether employed by the Contractor, subcontractor, vendor or consultant. Included in these requirements is (1) the Contractor’s requirement to provide notification (i.e. DAS -140) to the appropriate apprenticeship committees; (2) pay training contributions for each apprenticeable hour employed on the Contract to either the local training fund or the California Apprenticeship Council ; and (3) utilize apprentices in a minimum ratio of not less than one apprentice hour for each five journeyman hou rs by completion of Contract work (unless an exe mption is granted in accordance with Labor Code section 1777.5) or request for the dispatch of apprentices. b. Any apprentices employed to perform any of the Scope of Work shall be paid the prevailing rate of per diem wages for apprentices in the craft or trade for which such apprentice is employed, and such individual shall be employed only for the work of the craft or trade to which such individual is registered. Unless otherwise provided by a collective bargaining agreement, when the Contractor requests the dispatch of an apprentice to perform work on a public works project and requires the apprentice to fill out an application or undergo testing, training, an examination, or other preemployment process as a c ondition of employment, the apprentice shall be paid for the time spent on the required preemployment activity, including travel time to and from the required activity, if any, at the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered. Unless otherwise provided by a collective bargaining agreement, Contractor is not required to compensate an apprentice for the time spent on preemployment activities if the apprentice is required to take a preemployment drug or alcohol test and he or she fails to pass that test. c. Only apprentices, as defined in Labor Code section 3077, who are in training under apprenticeship standards and written apprenticeship agreements under Labor Code sections 3070 et seq. are eligible to 471
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be em ployed for the Scope of Work. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and apprentice agreements under which such apprentice is training, or the rules and regulations of the California Apprenticeship Council.

2. Compliance with Labor Code section 1777.5 requires all public works contractors to:
a. Submit Contract Award Information (DAS -140) to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted must include the contractor's name, address, telephone number and state license number; the full name and address of the public w ork awarding body; the exact location of the public work site; the date of the contract award; an estimate of journeyman hours to be performed under the contract; the number of apprentices proposed to be employed; and the approximate dates the apprentices would be employed. b. Although there are a few exemptions (identified below), all Contractors, regardless of union affiliation, must submit contract award information when performing on a California public works project. c. The DAS-140 is a notification “announcement” of the Contractor’s participation on a public works project— it is not a request for the dispatch of an apprentice (to do this use DAS Form 142). d. Contractors shall submit the contract award information (you may use form DAS 140) within 10 days of the execution of the prime contract or subcontract, but in no event later than the first day in which the Contractor has workers employed on the public work.
e. Contractors who are already approved to train apprentices (i.e. check “Box 1” on the DAS -140) shall only be required to submit the form to their approved program. f. Contractors who are NOT approved to train apprentices (i.e. those that check either “Box 2” or “Box 3” on the DAS-140) shall submit the DAS -140 TO EACH of the apprenticeship program sponsors in the area of your public works project. For a listing of apprenticeship programs see http://www.dir.ca.gov/Databases/das/pwaddrstart.asp.
g. Employ Registered Apprentices
i. Labor Code section 1777.5 requires that a contractor performing work in an “apprenticeable” craft or trade must employ one (1) hour of apprentice work for every five (5) hours performed by a journeyman, not including overtime hours . If Contractor has agreed to be covered by an apprenticeship program's standards , Contractor must employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards , which cannot be less than the 1 to 5 ratio required above.
ii. Contractor must attempt, to the greatest extent possible, to employ apprentices during the same time period that the journeyman in the same craft or trade are employed at the jobsite. This ratio shall be met prior to the Contractor’s completion of work on the projec t. “Apprenticeable” crafts or trades are denoted with a pound symbol “#” in front of the craft or trade name on the prevailing wage determination.
iii. All Contractors who do not fall within an exemption category (see below) must request for dispatch of an apprentice from an apprenticeship program (for each apprenticeable craft or trade) by giving the program actual notice of at least 72 hours (business days only) before the date on which apprentices are required.
iv. Contractors may use the “DAS-142” form for making a request for the dispatch of an apprentice. v. Contractors who are participating in an approved apprenticeship training program and who did not receive sufficient number of apprentices from their initial request must request dispatch of apprentices from ALL OTHER apprenticeship committees in the project area in order to fulfill this requirement.
vi. Contractor should maintain and submit proof (when requested) of its DAS -142 submittal to the apprenticeship committees (e.g. fax transmittal confirmation). A Contractor has met its requirement to employ apprentices only after it has successfully made a dispatch request to all apprenticeship programs in the project area.
vii. Apprentices employed to fulfill the requirements of Labor Code section 1777.5 must be registered apprentices who are training under apprenticeship standards that include the work processes that the Contractor will perform on the project. Where a Contractor employs apprentices under the rules and regulations of the California Apprenticeship Council, apprentices must, at all times work under the direct supervision of a Journeyman (Cal. Code Regs., tit 8, § 230.1). h. Make Training Fund Contributions
i. Contractors performing in apprenticeable crafts or trades on public works projects, must make training fund contributions to the California Apprenticeship Council, in the amount established by the Director of the Department of Industrial Relations as the prevailing amount for apprenticeship training contributions in the area of the public works site. ii. Contractors may use the “CAC-2” form for submittal of their training fund contributions. iii. Contractors may take as a credit for payments to the Council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project.
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iv. Training fund contributions are due and payable on the 15th day of the month for work performed during the preceding month.
i. Submit a Verified Statement within 60 Days of Conclusion of Work Under the Contract i. Each contractor and subcontractor must submit a verified statement of the journeyman and apprentice hours performed on the contract, which information shall be public and retained by the apprenticeship programs for 12 months.

3. Exemptions to Apprenticeship Requirements:
a. The following are exempt from having to comply with California apprenticeship requirements. These types of contractors do not need to submit a DAS -140, DAS -142, make training fund contributions, or utilize apprentices:
i. Contractors performing in non -apprenticeable crafts. “Apprenticeable” crafts are denoted with a pound symbol “#” in front of the craft name on the prevailing wage determination. ii. When the Contractor has a direct contract with the public agency that is under $30,000. iii. When the project is 100% federally-funded and the funding of the project does not contain any city, county, and/or state monies (unless the project is administered by a stat e agency in which case the apprenticeship requirements apply).
iv. When the project is a private project not covered by the definition of public works as found in Labor Code section 1720 et seq.

4. Exemption from Apprenticeship Ratios:
a. The Administrator of Apprenticeship may grant a certificate exempting the Contractor from the 1 -to-5 ratio set forth in this Section if Contractor can show that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen b. An apprenticeship program has the discretion to grant a certificate to a participating contractor or contractor association which shall be subject to the approval of the Administrator of Apprenticeship, exempting the Contractor from the 1-to-5 ratio set forth in this Section when it finds that any one of the following conditions are met:
i. Unemployment for the previous three -month period in such area exceeds an average of fifteen percent (15%); or
ii. The number of apprentices in training in such area exceeds a ratio of 1 -to-5 in relation to journeymen; or
iii. There is a showing that the apprenticeable craft or trade is replacing at least one-thirtieth (1/30) of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis; or
iv. Assignment of an apprentice to any work performed under the Contract documents would create a condition which would jeopardize such apprentice's life o r the life, safety or property of fellow employees or the public at large, or if the specific task to which the apprentice is to be assigned is of such a nature that training cannot be provided by a journeyman. c. When an exemption from subsection b. above is granted to an organization which represents contractors in a specific trade on a local or statewide basis, the member contractors will not be required to submit individual applications for approval to local joint apprenticeship committees, provided they are already covered by the local apprenticeship standards.

5. Contractor’s Compliance:
a. The responsibility for compliance with this Section for all apprenticeable trades or crafts is solely and exclusively that of the Contractor. Violations of Labor Code section 1777.5 are subject to penalties pursuant to Labor Code section 1777.7, as determined by the Labor Commissioner.

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ANTI- LOBBYING CERITIFICATION
The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agenc y, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under g rants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

4. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

5. The Contractor, _______________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

________________________________________
Signature of Contractor’s Authorized Official

________________________________________
Name and Title of Contractor’s Authorized Official

_____________________
Date

474
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-0973 Agenda Date: 8/11/2026
Agenda #: G. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Termination of Solar Power Purchase Agreement with Fontana Solar Project 2019, LLC for Assessor Parcel Number 0192-031-23
RECOMMENDATION:

1. Terminate the solar Power Purchase Agreement (PPA) with Fontana Solar Project 2019, LLC for Assessor Parcel Number 0192-031-23.

2. Authorize the City Manager to enter into all documents to satisfy the termination on behalf of the City of Fontana.

3. Remit a termination payment in the amount of $490,019.00 to Fontana Solar Project 2019, LLC.

COUNCIL GOALS:
· 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.

DISCUSSION:

In January 2019, the City of Fontana (“City”) entered a twenty-five-year solar power purchase agreement (with the option of an additional two five-year terms) with General Electric International, Inc. (“GE”) for the purchase of electric energy via solar panels at several City properties including the City Hall and Development Services Office (DSO) buildings, located at 8353 Sierra Avenue. In July 2019, the agreements were subsequently assigned to Fontana Solar Project 2019, LLC, which is now the Seller under the Power Purchase Agreement (PPA) and the Tenant under the Site Lease. The Commercial Operation Date for the procured equipment was in December 2019. Recently, the City demolished the existing City Hall building and awarded contract to replace it with a two-story building to encompass additional parking and municipal office space.

In anticipation of the aforementioned renovation, City staff contacted the Seller and informed it of the City’s plans that it would no longer be conducting business at the City Hall building, and confirmed with staff that the solar equipment used for the existing building would not be of adequate size for the new structure and thus could not be relocated to the renovated City Hall building. As a result of this, the Seller recommended a Mutual Termination Agreement. The Purchaser’s Termination Payment City of Fontana Printed on 8/6/2026Page 1 of 2
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File #: 26-0973 Agenda Date: 8/11/2026
Agenda #: G. Category: Consent Calendar
amount was mutually agreed to be based on the PPA’s ‘Termination Payment Schedule - Exhibit 5’.

The City is in its 6th year of operation, therefore the City must render a termination payment in the amount of $490,019.00.

FISCAL IMPACT:

The fiscal impact associated with the approval of this item is $490,019.00 for the termination payment. The termination amount is included in the FY 2026-27 budget in the City Hall Renovation Project # 37600012-601-A-8320.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 8/6/2026Page 2 of 2
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System Included in Mutual Termination Agreement
for City Hall & DSO

NOT TO SCALE
EXHIBIT A – LOCATION MAP
477

MUTUAL TERMINATION AGREEMENT
City Hall / Development Services Office Solar PPA
8353 Sierra Avenue / 3528 Sierra Avenue, Fontana, California This Mutual Termination Agreement (this “Agreement”) is entered into as of August __, 2026 (the “Effective Date”), by and between the City of Fontana, a California municipal corporation (the “City”), and Fontana Solar Project 2019, LLC, a Delaware limited liability company (“Seller”). The City and Seller are referred to collectively as the “Parties” and individually as a “Party.”

RECITALS
A. The City and General Electric International Inc. entered into that certain Solar Power Purchase Agreement dated January 31, 2019 (the “PPA”), and a related Solar Energy System Lease Agreement on January 11, 2019 (the “Site Lease,” and together with the PPA and any related easements, license, or access agreements entered into in connection therewith, the “Agreements”), each relating to the solar photovoltaic system installed at 8353 Sierra Avenue and 3528 Sierra Avenue (hereinafter, the (“City Hall” or the “Property”), Fontana, California (the “System”).

B. On July 10, 2019, the Agreements were subsequently assigned to Fontana Solar Project 2019, LLC, which is now the Seller under the PPA and the Tenant under the Site Lease. Such assignment was made in accordance with the assignment provisions of the Agreements as Fontana Solar Project 2019, LLC is a successor entity and qualified solar operator with comparable experience in operating and maintaining photovoltaic system solar systems and the financial capability to perform the obligations contemplated under the Agreements.

C. The City has vacated or is vacating the Property, demolition activities have commenced and are being performed by the City or its contractors, and the City has elected to retain the canopy/carport portion of the System at the Property.

D. The Parties agree that the applicable Purchaser’s Termination Payment under Exhibit 5 of the PPA, based on termination in Contract Year 6, is Four Hundred Ninety Thousand Nineteen Dollars ($490,019).

E. The Parties desire to mutually terminate the Agreements and document the disposition of the System at the Property on the terms set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Termination. Effective as of August __, 2026 (the “Termination Effective Date”), the Agreements are mutually terminated and shall be of no further force or effect, except for the obligations under this Agreement and any provisions of the Agreements that by their terms expressly survive termination.

2. Termination Payment. Within thirty (30) days after the Termination Effective Date, and subject to the City’s receipt of the fully executed and recordable instruments described in Section 8 and written lender releases/lien waivers in a form reasonably acceptable to the City, the City shall pay Seller Four Hundred 478

Ninety Thousand Nineteen Dollars ($490,019) by wire transfer in immediately available funds to the account designated by Seller in writing. The Termination Payment is paid under the PPA for early termination and does not, by itself, transfer title to any portion of the System. Notwithstanding the foregoing, the Parties acknowledge and agree that the Termination Payment, together with the Parties’ mutual agreements and obligations under this Agreement, constitutes good and valuable consideration for the transactions contemplated herein, including the transfer of the retained equipment under Section 3.

3. Canopy/Carport Transfer. Effective upon Seller’s receipt of the Termination Payment, Seller gives, grants, remises, releases, quitclaims, and surrenders to the City all of Seller’s right, title, and interest in and to the canopy/carport portion of the System, including all associated equipment, components, improvements, and related rights AS IS, WHERE IS, WITH ALL FAULTS, and without representation or warranty of any kind, except as expressly provided herein. Seller represents and warrants that as of the transfer date, the canopy/carport portion of the System is free and clear of all liens, mortgages, security interests, and encumbrances attributable to Seller or its lenders. Furthermore, Seller hereby assigns and transfers to City all of Seller’s right, title, and interest in and to any existing, unexpired third-party manufacturer, installer, or equipment warranties, guarantees, operating manuals, as-built drawings relating to the canopy/carport equipment. Seller shall execute any documentation reasonably requested by the City or applicable manufactures to effectuate such assignment. From and after the Termination Effective Date, the City assumes all ownership, operation, maintenance, safety, utility, interconnection, warranty, tax, environmental attribute, and liability obligations relating to the canopy/carport equipment, including obtaining or modifying any Southern California Edison permission-to-operate, interconnection, metering, or closeout documentation in the City’s name.

4. Rooftop Equipment; City-Performed Demolition. The Parties acknowledges that demolition of the Property and removal of the rooftop portion of the System is being performed by the City or its contractors without Seller’s involvement. The Seller hereby abandons, releases and relinquishes to the City all of Seller’s right, title, and interest in and to the rooftop portion of the System equipment, and the City accepts such rooftop System equipment solely for the removal, demolition, scrapping, and disposal of such System equipment. The City waives any roof restoration, roof warranty inspection, patching, or similar restoration obligations that would otherwise apply following System removal.

Notwithstanding anything in Section 4 or Section 7 to the contrary, and surviving the Termination Effective Date and mutual release herein, Seller shall defend, indemnify, and hold harmless the City from and against any third-party claims, mechanic’s liens, stop notices, or encumbrances filed against or affecting the rooftop System or City property arising out of or related to work, equipment, or agreements performed or entered into by or on behalf of Seller prior to the Termination Effective Date.

5. Utility Closeout; Cooperation. The Parties shall cooperate to terminate or transfer the existing Southern California Edison permission-to-operate and interconnection arrangements as appropriate for the retained canopy/carport equipment and the abandoned rooftop equipment, including providing reasonable access and information as needed. Seller shall execute and deliver to City all required SCE interconnection transfer, cancellation, or closeout forms within ten (10) days following the Termination Effective Date.

The City shall be responsible for any utility costs associated with transfer or termination of the interconnection for retained equipment. The obligations set forth in this Section shall survive the termination of this Agreement and Seller shall defend, indemnify, and hold harmless the City from and 479

against any utility penalties, lost credits, or third-party fees resulting directly from Seller’s failure to timely perform its obligations hereunder.

6. Final Reconciliation. The Parties confirm that, to the best of their knowledge, all amounts due under the PPA through the Termination Effective Date have been paid in full.

7. Mutual Release and Waiver of Section 1542.
(a) Effective upon Seller’s receipt of the Termination Payment and completion of the canopy/carport transfer under Section 3, each Party releases the other Party, together with its affiliates, officers, directors, employees, agents, successors, and assigns, from all claims arising out of or relating to the Agreements and occurring on or before the Termination Effective Date. This release does not apply to: (a) obligations under this Agreement (including, without limitation, Seller’s warranty provisions in Section 3 and indemnity obligations under Section 4) ; (b) any indemnification, confidentiality, or other obligation of the Agreements that survives by its terms; (c) fraud or intentional misconduct; (d) third- party claims; or (e) any claim that cannot be released by law. (b) Waiver of Section 1542. Each Party hereby states that it is such Party’s intention in executing this Agreement that the same shall be effective as a bar to each and every claim, demand, cause of action, obligation, damage, liability, charge, attorneys’ fees and costs herein above released. The Parties hereby expressly waive and relinquish all rights and benefits, if any, arising under the provisions of Section 1542 of the Civil Code of the State of California which provides:

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.

8. Recorded Instruments. If any memorandum of lease, easement, non-disturbance agreement, fixture filing, or other instrument was recorded or filed in connection with the Agreements, the Parties shall cooperate to execute and record an appropriate termination or release instrument promptly following the Termination Effective Date. The obligations set forth in this Section shall survive the termination of this Agreement until they have been fully performed.

9. Authority. The City represents that it has obtained or will obtain before execution all approvals required to enter into this Agreement, including any City Council authorization required for the canopy/carport transfer, and that the City signatory is authorized to bind the City. Seller represents that Fontana Solar Project 2019, LLC is the current Seller and Tenant under the Agreements and the authorized payee for the Termination Payment, and that the Seller signatory is authorized to execute this Agreement.

10. Miscellaneous. This Agreement is governed by the laws of the State of California, without regard to conflicts-of-law principles. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures and delivery by PDF or DocuSign are effective as originals. This Agreement constitutes the Parties’ entire agreement regarding the termination of the Agreements and disposition of the System, and supersedes the City’s termination notice dated April 20, 2026 and any prior informal correspondence regarding termination. Seller shall 480

provide written wire instructions within ten (10) days after the Effective Date, and such written wire instructions are administrative in nature and do not amend or modify this Agreement. [SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

CITY OF FONTANA
a California municipal corporation
By: ______________________________
Name: Matthew Ballantyne
Title: City Manager

Attest:

_________________________________
Germaine Key, City Clerk

Approve As to Form

__________________________________
Ruben Duran, City Attorney

FONTANA SOLAR PROJECT 2019, LLC
a Delaware limited liability company
By: ______________________________
Name: Eric Pollock
Title: President

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This Solar Power Purchase Agreement (this “Agreement”) is entered into by the parties listed below (each a “ Party” and collectively the “Parties”) as of the date signed by Seller below (the “Effective Date”).

Purchaser: City of Fontana Seller: General Electric International Inc.

Name
and
Address
City of Fontana
8353 Sierra Ave.

Fontana, CA 92372 Attn: Chuck Hays
Name
and
Address
General Electric International Inc.
1 River Road, Bldg 66
Schenectady, NY 12345 Attn: Eric Schiemann
Phone (909) 350-6760 Phone (518) 742-6863
Fax (909) 350-6755 Fax (518) 677-4804
E-mail [email protected] E-mail [email protected]
Facility
Ownership
Purchaser [X] owns [_] leases the
Facility.

List Facility Owner, if different from
Purchaser: __________
Additional
Seller
Information
This Agreement sets forth the terms and conditions of the purchase and sale of solar generated electric energy from the solar panel system described in Exhibit 2 (the “System”) and installed at Purchaser’s facility and/or surrounding property described in Exhibit 4 (collectively, the “Facility”).

The exhibits listed below are incorporated by reference and made part of this Agreement.

Exhibit 1 Basic Terms and Conditions
Exhibit 2 System Description
Exhibit 3 General Terms and Conditions
Exhibit 4 Facility Real Property Description
Exhibit 5 Purchaser’s Termination Payment Schedule
Exbibit 6 Production Guarantee Schedule
Exhibit 7 Portfolio Projects Schedule
Purchaser:

Signature:

Printed Name: Kenneth R. Hunt
Title: City Manager
Date:

Seller:

Signature:

Printed Name: Erik Schiemann
Title: General Manager
Date: 1/31/2019
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Exhibit 1
Basic Terms and Conditions

1. Initial Term: Twenty-five (25) years, beginning on the Commercial Operation Date.

2. Additional Terms: Two [five (5) year] periods following the end of Initial Term.

3. Environmental Attributes: Accrue to Purchaser.

4. Energy Rate:

For the Initial Term: Commencing on the Commercial Operation Date, Purchaser shall pay to Seller monthly an amount for each kWh of electricity multiplied by the prices as shown on Exhibit 3, Attachment A for each respective calendar Year.

For each Additional Term: For each Additional Term that the Parties opt to exercise, the price for each kWh of electricity will be determined by mutual agreement.

5. Outside Installation Commencement Date: 11/7/2019, which is the outside date by which the conditions (listed in Section

6.a of the General Terms and Conditions) to Seller installing the System and selling electricity to Purchaser must be satisfied.

6. Anticipated Commercial Operation Date: 12/15/2019

7. Purchaser Options to Purchase System: As set forth in Section 18.b of the General Terms and Conditions.

8. Portfolio Projects: The Purchaser and the Seller are entering into seven (7) separate solar power purchase agreements as described on the Portfolio Project Schedule Exhibit 7 (each a “Portfolio Project” and together the “Portfolio”).

9. System Installation:

Includes: [X] System design, engineering, permitting, installation, utility interconnection, monitoring and rebate application paperwork (if applicable). All work will be done in accordance with prevailing wage requirements in the State of California applicable to solar projects located on public property. [_] Any like substantive equipment, in the sole discretion of Seller. [_] State or Utility Rebate, if any. Describe: __________________ Excludes: • Unforeseen groundwork (including, but not limited to, excavation/circumvention of underground obstacles), upgrades or repair to the Facility or utility electrical infrastructure, payment bonds, performance bond(s), tree removal, or tree trimming;
• Storm water drainage issues and or new storm water management systems; and • Temporary Site lighting.

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Exhibit 2
System Description

1. System Location (“Delivery Point”): 3528, 8353 Sierra Ave, Fontana, CA 92335

2. System Size (DC kW): 246.16 kW DC
a. Based on the final design and engineering process, Seller shall have the right to increase or decrease the size of a System by up to three percent (3%) without Purchaser’s approval.

3. Expected First Year Energy Production (kWh): 399,025 a. Subject to change based on final design and engineering.

4. Expected Structure: [ ] Ground Mount [X] Roof Mount [X] Parking Structure [ ] Other

5. Expected Module(s):

Manufacturer/Model Quantity
SERAPHIM 340W 724

6. Expected Inverter(s):

Manufacturer/Model Quantity

SOLAREDGE-SE20KUS

SOLAREDGE-SE66.6KUS

4 2

7. Facility and System Layout: See Exhibit 2, Attachment A

8. Utility: Southern California Edison

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Exhibit 2
Attachment A:

Facility and System Layout

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Exhibit 3
Solar Power Purchase Agreement
General Terms and Conditions

1. Definitions and Interpretation : Unless otherwise defined or required by the context in which any term appears: (a) the singular includes the plural and vice versa; (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to time; and (d) the words “include,” “includes” and “including” mean include, includes and including “without limitation.” The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreeme nt.

2. Purchase and Sale of Electricity . Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric energy generated by the System during the Initial Term and each Additional Term ( each as defined in Exhibit 1 , and collectively the “ Term”), regardless of Purchaser’s ability to use such energy . The size of the System has been designed by Seller to ensure that Purchaser will be able to make beneficial use of all electricity that is produced by the System based on Purchaser provided projected energy requirements over the Term. Electric energy generated by the System will be delivered to Purchaser at the Delivery Point identified on Exhibit 2. Purchaser shall take title to the electric energy generated by the System at the Delivery Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser acknowledges that Purchaser’s electric energy requirements at the Facility may exceed the output of the System, and in such event Purchaser may purcha se electric energy for the Facility from other sources. Any purchase, sale and/or delivery of electric energy generated by the System prior to the Commercial Operation Date shall be treated as purchase, sale and/or delivery of limited amounts of test energy only and shall not indicate that the System has been put in commercial operation by the purchase, sale and/or delivery of such test energy. Purchaser may not resell any of the electrical energy generated by the System. For purposes of this Agreement, engaging in net metering is not deemed to be resale of energy.

3. Term and Termination.
a. Initial Term. This Agreement is effective as of the Effective Date. The initial term of this Agreement shall commence on the Commercial Operation Date (as defined below) and continue for the length of time specified in Exhibit 1, unless earlier terminated as provided for in this Agreement (“Initial Term”). The “Commercial Operation Da te” is the date Seller gives Purchaser written notice that the System is mechanically complete and capable of delivering electric energy to the Delivery Point. Such notice shall be deemed effective unless Purchaser reasonably objects within five (5) days of the date of such notice. Upon Purchaser’s request, Seller shall give Purchaser copies of certificates of completion or similar documentation from Seller’s contractor and the interconnection or similar agreement with the entity authorized and required under applicable law to provide electric distribution service to Purchaser at the Facility (the “Utility”), as set forth on Exhibit 2.
b. Additional Terms. If Purchaser (i) has not exercised its option to purchase the System prior to the end of the Initial Term or each Additional Term and (ii) desires to extend this Agreement on the terms and conditions set forth herein, Purchaser shall notify Seller at least ninety (90) days and not more than one hundred eighty (180) days prior to the expiration of the I nitial Term or any Additional Term , as applicable, of its desire to extend this Agreement for the number and length of any Additional Terms specified in Exhibit 1 (each, an “ Additional Term”)(such notice, an “Extension Notice”). Seller and Purchaser will negotiate an Energy Rate for such Additional Term . If the Parties agree to an Energy Rate, the Additional Term shall begin immediately upon the conclusion of the Initial Term or the then current Additional Term on the same terms and conditions as set forth in this Agreement except at the new agreed- upon Energy Rate. If the Parties do not agree on a new Energy Rate within thirty (30) days of notification to Seller of Purchaser’s desire to extend the Agreement , this Agreement shall terminate at the end of the Initial Term (if the same has not been extended) or the then current Additional Term.

4. Billing and Payment.
a. Monthly Charges. Purchaser shall pay Seller on a monthly basis for the electric energy generated by the System and delivered to the Delivery Point at the $/kWh rate for the applicable Contract Year (as defined below) as shown in this Exhibit 3, Attachment A (the “Energy Rate”). Purchaser shall make monthly payments for energy equal to the applicable Energy Rate multiplied by the aggregate number of kWh of energy delivered by the System during the applicable month, as measured by the System meter. Purchaser acknowledges that Seller shall have the right for accounting convenience to apply the amount of Rent (as such term is defined in the Lease) then owed by Seller (as Tenant) to Purchaser (as Premises Owner) under the lease of the portions of the Facility necessary to install, operate 487

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and maintain the System (the “Lease”) as a credit off-set against the monthly payments payable by Purchaser pursuant to this Section 4.a or any other amounts payable by Purchaser under this Agreement. “Contract Year” means the twelve (12) month period beginning at 12:00 AM on the Commercial Operation Date, and at 12:00 AM on each subsequent anniversary of the Commercial Operation Date, and ending at one past 11:59 PM on the day immediately preceding the next anniversary of the Commercial Operation Date ; provided that the first Contract Year shall begin on the Commercial Operation Date.
b. Monthly Invoices. Seller shall invoice Purchaser monthly, either manually or through Automated Clearing House (“ACH”) as determined by Seller . Such monthly invoices shall state ( i) the amount of electric energy produced by the System and delivered to the Delivery Point, (ii) the Energy Rate applicable thereto, and other charges incurred by, Purchaser under this Agreement and (iii) the total amount due from Purchaser. The Energy Ra te includes ACH invoicing.
c. Taxes. Purchaser is a public agency which is tax-exempt. To the extent that there are any taxes assessed against the property or the value of the System as a result of this Agreement, Seller will be responsible for the paymen t of such taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation, sale, delivery or consumption of electric energy produced by the System . Purchaser will be responsible for any taxes assessed as a result of the interconnection of the System to the Utility’s electric distribution system. “ Taxes” means any federal, state and local tax, including ad valorem, property (real and personal) , occupation, generation, privilege, sales, use, consumption, excise, tran saction, and other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes or similar taxes imposed on Seller’s revenues due to the sale of energy under this Agreement, which shall be Seller’s responsibility. Seller shall further be responsible for taxes and duties related to purchase and importation of materials and components necessary to construct the System, taxes based on or related to income, receipts, capital or net worth of the Seller, Seller’s contractors’, or its subcontractors’ labor and income. d. Payment Terms. All amounts due under this Agreement shall be due and payable by Purchaser to Seller on the date that is thirty (30) days from Purchaser’s receipt of Seller’s invoice. Any undisputed portion of the invoice amount not paid within the thirty (30) day period shall accrue interest at the annual rate of two and one -half percent (2.5%) over the Prime rate, as published in the Wall Street Journal, but not to exceed the maximum rate permitted by law.

5. Environmental Attributes.

Purchaser is the owner of all Environmental Attributes (each as defined below) and Seller is entitled to the benefit of all Tax Incentives (as defined below) . Except for the Environmental Attributes, Purchaser’s purchase of electri city under this Agreement does not include the right to Tax Incentives or any other attributes of ownership and operation of the System, all of which shall be retained by Seller. Seller shall cooperate with Purchaser in obtaining, securing and transferrin g all Environmental Attributes and Purchaser shall cooperate with Seller in obtaining, securing and transferring the benefit of all Tax Incentives or any other attributes of ownership and operation of the System. Each party shall bear the out–of–pocket costs or expenses in connection with the rights held by such party. If any Environmental Attributes are paid directly to Seller, Seller shall immediately pay such amounts over to Purchaser. If any Tax Incentives or any other attributes of ownership and operation of the System are paid directly to Purchaser, Purchaser shall immediately pay such amounts over to Seller. Purchaser shall further be entitled to participate in and retain any benefits from any net metering program of the Utility. “Environmental Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventiona l energy generation, including (a) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; and (c) the reporting rights to any Governmental Authority related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits. Green Tag Reporting Righ ts are the right of a party to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party, and include Green T ag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not inclu de Tax Incentives. Purchaser and Seller shall file all tax returns in a manner consistent with this Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credi ts, renewable energy credits or certificates, emissions reduction credits, investment credits, emissions allowances, green tags, tradeable renewable credits and Green -e® products.
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“Governmental Authority ” means any national, state or local government (wh ether domestic or foreign), any political subdivision thereof or any other governmental, quasi -governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or any state public utility commission or governmental body with equivalent jurisdiction to regulate sales of electric power in connection with the System) , or any arbitrator with authority to bind a party at law.
“Tax Incentives” means any and all (a) depreciation benefits, (b) investment tax credits, ( c) production tax credits and ( d) similar tax credits or grants under federal, state or local law relating to the construction, ownership or production of ener gy from the System.

6. Conditions to Obligations.
a. The Parties are aware there will be separate projects, consisting of [solar and] battery energy storage systems, being developed concurrently with this System (the “Microgrid Project”). As a pre -condition to the Seller commencing on the Conditions set forth in Section 6.b below; Purchaser shall Seller with detailed information of the Microgrid Project and its impact on the System including but not limited to System size, interconnection points, metering and operation. b. Conditions. Seller’s obligation to install the System and sell electric energy generated by the System to Purchaser are conditioned on the completion of the following conditions to Seller’s satisfa ction on or before the Outside Installation Commencement Date (as defined on Exhibit 1):
i. Seller shall have completed a physical inspection of the Facility including, if applicable, structural engineering, suitability of electrical subsystems and transform ers and or geotechnical reviews as necessary to confirm the suitability of the Facility for the System; (1) If subsurface excavation is necessary for the System, Seller shall have completed environmental due diligence with respect to the applicable site;

(2) If Seller determines that it will incur additional cost that is not included in the current scope of work and pricing as a result of the due diligence investigation described in this Section 6(a), then Seller may request an equitable adjustment to the pric ing, schedule and other terms of this Agreement to compensate Seller for the costs incurred for such work in excess of normally expected work required to be performed by Seller arising from such inspection . If Purchaser agrees to such modifications, then Seller and Purchaser will execute a written amendment to this Agreement . If Purchaser does not agree to the proposed modifications, then the Parties shall negotiate in good faith to an equitable solution within thirty (30) days. If, after thirty (30) days, the Parties cannot agree then either Seller or Purchaser may terminate this Agreement and Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and or installation work on the System through the date of termination.
ii. Seller shall have received the Lease and any additional documents required thereunder (such documents together with the Lease, the “ Real Property Do cuments”) duly executed and delivered by Purchaser and any applicable third parties;
iii. Seller shall have received approval from Seller’s Financing Parties (as defined in Section 23.b) of Purchaser and each of (A) this Agreement, (B) the Real Property Documents and (C) the Construction Agreement (if any) for the System . “Construction Agreement” as used in this subsection means an agreement between Seller and any contractor or subcontractor to install the System; iv. Seller shall have received results, satisfactory to Seller, of a recent search of Purchaser’s jurisdiction of all effective UCC fixture and real property filings that have been made with respect to the Facility; v. Seller shall have obtained confirmation from the applicable Governmental Authority that Seller will receive all applicable Tax Incentives;
vi. Seller shall have obtained all necessary zoning, land use, environmental, building and other permits from the applicable Governmental Authority necessary for Seller to perform its obligations under this Agreement ; 489

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vii. Seller shall have executed all necessary agreements with the Utility for interconnection of the System to the Facility electrical system and/or the Utility’s electric distribution system; and viii. Seller shall have received:
(1) Purchaser’s approval , in accordance with Section 8.b, of material changes, if any, to the System design specifications set forth on Exhibit 2;
(2) Proof of insurance for all insurance required to be maintained by Purchaser under this Agreement ; and
(3) Written confirmation from any person holding a mortgage, lien or o ther encumbrance over the Facility, or any portion thereof, that such person will recognize Seller’s rights to the System and under this Agreement.
c. Purchaser Conditions. Purchaser shall have entered into that certain Energy Services Agreement with Alli ance Building Solutions, Inc., and all conditions precedent to the implementation of such agreement shall have been satisfied.
d. Failure of Conditions. If any of the conditions listed in subsection (a.i through a.vii) above are not satisfied by the Outside Installation Commencement Date, the Parties shall attempt in good faith to negotiate new dates for the satisfaction of the failed conditions, or, if the Parties are unable to negotiate such new dates within thirty (30) days of the Outside Installation Commencement Date, either Party may terminate this Agreement upon ten (10) days written notice to the other Party without any liability to the other Party. Seller has the right but, not the obligation, to terminate if the Purchaser fails to provide documents by the Outside Installation Commencement Date in subsection a.ii and a.viii.1-3 and Purchaser shall pay actual direct costs incurred by Seller. e. Notice to Proceed. At such time as all of the foregoing conditions precedent have been satisfied and Seller is ready to proceed, Seller will provide Purchaser with written notice of such fact and within five (5) days thereof, Purchaser will provide Seller with a written Notice to Proceed.
f. Portfolio. In the event one Portfolio Project fails to meet conditions or Purchaser does not provide Seller with a written Notice to Proceed on a Portfolio Project or Purchaser terminates or Defaults on any Portfolio Project; the Seller may terminate the Portfolio without any liability or obligation to Purchaser exc ept for System removal.

Purchaser shall pay to Seller actual direct costs incurred by the Seller on the Portfolio.

7. Seller’s Rights and Obligations.
a. System Design and Finalization. Seller shall design and engineer the System (i) taking into consideration Purchaser’s historical electrical generation requirements, (ii) based on inspections of the Facility and studies undertaken by Seller, and (iii) in compliance with any laws, governmental approvals or roof warranty provided by Purchaser to Seller. Seller shall prepare and submit to Purchaser the draft final specifications for the System, including product data on all equipment proposed for installation, as soon as possible following the Effective Date. The description of the System design shall be incorporated into Exhibit 2. The Purchaser shall review and provide comments or approve within ten (10) business days. If Seller is required to make material changes to the System design specifications set forth on Exhibit 2 , then Purchaser shall have the right to review and approve such material changes prior to Seller’s commencement of construction of the System ; provided that Purchaser’s consent to such changes will not be unreasonably withheld or delayed . If solar energy panels and other System assets documented in Exhibit 2 (such panels and System assets, “System Equipment”) are not readily available when Seller installs the System, Seller may make substitutions of such System Equipment which is of the same or better quality and provides the same or be tter warranty coverage; provided Seller shall obtain Purchaser’s prior consent for System Equipment substitutions that would materially affect the appearance or capacity of the System , or require a change to the Energy Rate. Upon the completion of System installation, Seller shall provide Purchaser with “as-built” drawings setting forth in detail the location of all components of the System. Purchaser and Seller agree to treat such plans and specifications as well as the “as-built” drawings as Confidential Information of Seller, in accordance with Section 24.a. b. Permits and Approvals. Seller shall use commercially reasonable efforts to obtain, at its sole cost and expense:
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i. any zoning, land use, environmental, building and other permits required to construct, install and operate the System; and
ii. any agreements and approvals from the Utility necessary in order to interconnect the System to the Facili ty electrical system and/or the Utility’s electric distribution system. c. System Construction, Installation Repair and Maintenance . Seller shall provide notice to Purchaser when the conditions to Seller’s obligations set forth in Section 6.a have been satisfied or waived by Seller and Seller is prepared to engage the EPC Contractor (as defined below) to commence installing the System (the “ Conditions Satisfaction Date”). Seller or one of its affiliates (the “EPC Contractor”) shall construct and install the System at the Facility in accordance with Good Solar Industry Practices . During the Term, Seller shall operate and perform all routine and emergency repairs to, and maintenance of, the System at its sole cost and expense, except for any repairs or maintenance resulting from Purchaser’s or its contractor’s negligence or breach of this Agreement or the Lease (if applicable). Seller shall not be responsible for any work done by parties not engaged or hired by Seller on any part of the System unless Seller authorizes that work in advance in writing. Seller shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental controls or improper operation or maintenance of the System by anyone other than Seller or Seller’s contractors. If the System requires repairs for which Purchaser is responsible, Purchaser shall pay Seller for diagnosing and correcting the problem at Seller or Seller’s contractors’ then current standard rates. Seller shall provide Purchaser with reasonable notice prior to accessing the Facility to make standard repairs.
“Good Solar Industry Practices” means, with respect to the services being provided by Seller or its affiliate, or any other contractor or subcontract pursuant to this Agreement, those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are commonly provided for solar photovoltaic energy systems of a type and size similar to the System and in the same geographic region as the System that, at a particular tim e, in the exercise of reasonable judgment in light of the facts known at the time a decision was made, would be expected to accomplish the desired result in a manner consistent with law, regulations, codes, standards, equipment manufacturer’s recommendatio ns, reliability, safety, environmental protection, economy and expedition.
d. Net Metering. The provisions in this Section only apply if net metering is permitted by the Utility at the site. Seller shall use its commercially reasonable efforts to support Purchaser's delivery and resale to the Utility of electri cal energy through net metering in accordance with applicable laws. e. System Construction and Installation Progress Reports . Seller shall cause the EPC Contractor to keep Purchaser informed on the progress of System construction and installation in a manner and on a schedule mutually agreed upon by Seller and Purchaser.
f. Costs Due to Unexpected Site or Facility Conditions, Hazardous Materials or Changes Requested by Purchaser.

If, after Seller has conducted the due diligence and inspection of the Facility pursuant to Section 6(a) and the Notice to Proceed has been given, Seller incurs material additional costs to re-design, construct, install or maintain the System due to (i) unforeseen conditions at the Facility, (ii) unforeseen groundwork at the site (including, but not limited to, artifacts, trash pits, boulders, excavation/circumvention of underground obstacles), (i ii) the existence of Hazardous Substances at the site or Facility (as defined in Section 19.c.i), or (iv) the inaccuracy of any information provided by Purchaser and relied upon by Seller, (v) electrical engineering site visits will be performed. Site visits will determine if the existing equipment is satisfactory from a rating standpoint. But the condition of the equipment and functionality of the equipment will not be determined until the construction phase. Any upgrades required for faulty equipment will require a change order, (vi) structural engineering site visits will be performed. During these sites visits, not all areas of the roof are accessible. Thus areas that are not acceptable would be subject to change orders, should issue arise, or (vii) the request by Purchaser to make additional changes or modification to the System that were not contemplated as of the Notice to Proceed (“Unanticipated Conditions ”), then Seller may make an equitable adjustment to the pricing, schedule and other terms of this Agreement to compensate Seller for the actual additional costs incurred by the Seller as a result of such conditions or modifications. Following receipt from Seller of a requested adjustment for a change or modification, Purchaser may elect to proceed with or withdraw such request. Upon termination Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and or installation work on the System through the date of termination.
g. Breakdown Notice. Seller shall notify Purchaser within twenty -four (24) hours following Seller’s discovery of (i ) any material malfunction in the operation of the System or (ii) an interruption in the supply of electrical energy from 491

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the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of s uch conditions requiring Seller’s repair or alteration at all times, twenty -four (24) hours per day, including weekends and holidays.
h. Suspension. Notwithstanding anything to the contrary herein (and without limiting Seller’s remedies under Section

15.b.i), Seller shall be entitled, in its sole discretion, to suspend delivery of electricity from the System to the Delivery Point (i) in the event of an emergency , including the presence of Hazardous Substances , (ii) for the purpose of maintaining and repairing the System or (iii) at the request of the Utility and, in each case of (i) through (iii) above, (a) such suspension of service shall not constit ute a breach of this Agreement , (b) Seller shall have no liability for Purchaser to obtain electricity from other sources for the duration of such suspension, (c) Seller shall use commercially reasonable efforts to minimize any interruption in service to P urchaser, and (d) Purchaser will not be required to pay for any Deemed Delivered Energy during such suspension. i. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement, provided, however, that such contractors and subcontractors shall (i) be duly licensed and provide any work in accordance with Good Solar Industry Practices and (ii) use commercially reasonable efforts to perform obligations under this Agreement while minimizing disruption to Purchaser’s business and operations. Notwithstanding the foregoing, Seller shall continue to be responsible for the quality of the wor k performed by its contractors and subcontractors.
j. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep the Facility free and clear of any liens related to such charges, except for those liens which Seller is permitted by law to place on the Facility following non -payment by Purchaser of amounts due under this Agreement. Seller shall indemnif y Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against the Facility or any portion thereof in connection with such charges; provided, however, that Seller shall have the right to contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either remove such lien from title to the Facility or that assure that any adverse judgment with respect to such lien will be paid without affecting title to the Facility.
k. Production Guarantee: The Purchaser acknowledges and understands that solar power is an intermittent resource and that the Actual kWh Production of the System, which is dependent on the sun and other factors, will constantly vary.

Upon the third anniversary of the Commercial Operation Date and then every three (3) calendar years thereafter (each, a “triennial period”) and two (2) years for the final period, the Seller guarantees that the total Actual kWh Production plus any Excused Production Losses, as defined herein, (the “Adjusted Production”), of such five (5) calendar year period will be greater than or equal to ninety-five percent (95%) of the Estimated Period Production, defined in Exhibit 6, for the corresponding triennial period and subject to downward adjustment for weather conditions (the “Guaranteed Production”). To the extent that the System output is negatively impacted by casualty, government regulation and or restriction that is beyond the Seller’s control to remedy within a reasonable time period, the Parties shall negotiate in good faith a modification of the Guaranteed Production.

Credit
If, at the end of any triennial period, the Actual kWh Production plus the Excused Production Losses for such triennial period is less than the Guaranteed Production for the corresponding triennial period, the Seller shall credit the Purchaser, on the next invoice, an amount equal to the average variable utility rate of electricity paid by Purchaser to the Utility during such triennial period (“AUR”) minus the average Energy Rate paid by Purchaser to Seller during such triennial period (“AER”) multiplied by the Guaranteed Production minus the Adjusted Production, all for such triennial period. For clarity the credit shall equal (AUR-AER) x (Guaranteed Production – Adjusted Production).

Weather Adjustment: Adjustment to the Guaranteed Production values, provided in Exhibit “6”, for weather shall use local weather data as recorded during the corresponding triennial period in descending order of preference: (i) satellite data provided by a third-party vendor of Seller; or (ii) available data from a locally installed weather station at the premises of the System. The adjustment for each triennial period shall be determined by calculating the ratio of solar insolation (in kWh/m2) recorded during the triennial period divided by three (3) the annual solar insolation given in the meteorological weather file provided as input to the model used to generate the Estimated Per iod Production values. If this ratio is less than one, the Guaranteed Production values shall be adjusted by multiplying by this ratio. Otherwise, the Guaranteed Production shall not be modified. The solar insolation used for this calculation shall be plane-of-array insolation if the PV system has a single array plane and both measured and modeled values of plane-of-array insolation are available. Otherwise, global horizontal insolation shall be used. 492

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Excused Production Losses:

Force Majeure Events: lost production from the beginning of a Force Majeure Event until production limiting factors caused by the Force Majeure Event have been remedied.

Grid Event: lost production when a fluctuation in the Grid frequency or voltage causes the inverters or the System to disconnect from the Grid. The “Grid” is defined to be the system receiving power exported from the System.

Grid Outage: lost production when a failure in the grid or Interconnection Infrastructure prevented energy from being exported from the solar facility. “Interconnection Infrastructure” means that utility-owned and maintained interconnection equipment (the substation including but not limited to transformers, switches, and protective relays) that is used to connect the Facility to the utility grid. Grid operator/owner ordered curtailments for any reason, other than an issue in the System, is a Grid Outage. Weather Events: lost production from weather that limits or prevents safe operation of the solar facility including floods, snow, hurricanes, tornadoes, insolation-limiting wild fires and volcanic activity.

Purchaser Caused: Lost production when System dc capacity is off-line due to outages attributable to Purchaser’s and or site owner’s decision to perform or cause to be performed, any investigations, studies, operations, construction, installation and maintenance work or other activities deemed appropriate by Owner in its sole discretion.
l. Warranty Disclaimer. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL,

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY. THE WARRANTY SET FORTH IN THIS A GREEMENT SHALL BE PURCHASER’S SOLE AND EXCLUSIVE RE MEDY FOR ANY CLAIM REGARDING DEFECTS IN

WORKMANSHIP, ANY SYS TEM EQUIPMENT, WHETH ER ARISING IN CONTRA CT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

8. Purchaser’s Rights and Obligations.
a. Notice to Proceed; System Design and Finalization. In accordance with Section 7.a, Purchaser shall have the right to review and approve (i) material changes, if any, to the System design specificatio ns set forth on Exhibit 2 prior to Seller’s commencement of System construction and (ii) all System Equipment substitutions . With respect to (i) and (ii) in the preceding sentence, Purchaser shall promptly review the applicable information and respond to Seller. b. Cooperation. Purchaser shall (i) provide Seller and its subcontractors, consultants, agents and representatives with reasonable access to the Facility for the purpose of designing the System, including conducting related ins pections and studies, and accessing relevant documents, materials and records of Purchaser in conjunction with such activities, (ii) cooperate with Seller’s reasonable requests for information and access to the Facility for purposes of designing and installing the System and (iii) cooperat e with all of Seller’s requests to assist Seller in obtaining any necessary agreements, permits and approvals pursuant to Section 7.b. Purchaser’s failure to provide such cooperation shall be a default under this Agreement subject to Section 15.c. c. Maintenance of Facility . Purchaser shall, at all times at Purchaser’s sole cost and expense, maintain the Facility (including, without limitation, the applicable portions of the roof and ra ceways and risers of the Facility) in good condition and repair and in a manner sufficient to support the System. Regardless of whether maintenance and repairs are made in the ordinary course or in an emergency, all maintenance and repairs shall be carrie d out in a manner that minimizes the impact on the System. Purchaser is fully responsible for the maintenance and repair of the Facility’s electrical system and of all of Purchaser’s equipment that utilizes the System’s outputs . Except in the event of Scheduled Outages below, a failure of the Facility to accept energy produced by the System (whether due to a failure in Purchaser’s electrical system, maintenance or otherwise) will not excuse Purchaser from paying Seller for the energy production of the System that, in Seller’s reasonable estimation as provided below, would have been delivered to Purchaser from the operation of the System in the absence of a failure of the Facility to accept the energy produced and delivered by the System (“Deemed Delivered Energy”) and compensating Seller at the current Energy Rate and any lost Tax Incentives from such Deemed Delivered Energy . Notwithstanding the foregoing, Seller agrees that Purchaser will need to do maintenance from time to time that may result in System down time and that Purchaser will have the right to schedule five (5), twelve (12) hour periods (”Scheduled Outages”) of maintenance time during the life of the Term without incurring any additional charge for Deemed Delivered Energy. However, Purchaser maintenance scheduled and performed concurrently when Seller shuts down the System for Seller maintenance shall not be consid ered a Scheduled Outage. Seller shall not be obligated to delay System start -up for Purchaser maintenance. Seller’s estimation of Deemed Delivered Energy will be based on (a) past energy output delivery by the 493

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System during a similar period and under similar conditions if such information is available or (b) if such information is not available, based upon any other relevant information or bases which may reasonably be available to Seller and used for such purpose in the circumstance s and consistent with Good Solar Industry Practices . Purchaser shall promptly notify Seller of any condition at the Facility of which it is aware pertaining to any damage to or loss of use of the System or that could reasonably be expected to adversely affect the System. d. No Alteration of Facility. Purchaser will have the right to undertake periodic alterations and upgrades of the Facility as necessary to keep the Facility in good condition as requirement pursuant to sub-section (c) above. In the event the Purchaser makes any alterations or repairs to the Facility that could adversely affect the operation , capacity and or maintenance of the System, Purchaser shall pay to Seller direct cost and expenses associated with such event including compensation for any Deemed Delivered Energy and lost Tax Incentives. Furthermore, in the event of a reduction in capacity, Purchaser shall compensate Seller for Deemed Delivered Energy plus lost Tax Incentives for the balance of the then current Term. If Purchaser wishes to make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System, but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by Purchaser ’s or its contractor ’s negligence or breach of this Agreement or the Lease . To the extent that temporary disconnection or removal of the System is necessary for Purchaser to perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser’s alterations and repairs, shall be done by Seller or its contractors at Purchaser’s cost , and Purchaser shall pay Seller for Deemed Delivered Energy and revenues or other benefits from Tax Incentives that Seller would have received from the Deemed Delivered Energy of the System during any time that the System is not operating due to such disconnection in excess of the Scheduled Outages specified in sub -section (c) above . All of Purchaser’s alterations and repairs shall be done in a good and workmanlike manner and in compliance with all applicable laws, codes and permits. e. Interconnection and Net Metering. Purchaser shall be entitled to participate in and retain any benefits from any net metering program of the Utility. If Purchaser elects to participate in a net metering program, Purchaser shall (i) sign all documentation required for net metering , (ii) ensure that the Facility remains interconnected to the Utility grid at all times to maintain net metering, (iii) not take any action, or fail to take any action, which prevents net metering, and (iv) comply with all applicable laws required for net metering. f. Liens. Except in accordance with Section 23.a, Purchaser shall not directly or indirectly cause, create, incur, assume or allow to exist any mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and released of record without cost to Seller, and shall indemn ify Seller against all costs and expenses (including reasonable attorneys’ fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim.
g. Security. Purchaser shall provide such security for the Facility as it deems reasonable and necessary, but shall not be required to provide any additional security in connection with the System. Purchaser shall avoid conducting activities on, in or about the Facility that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. Purchaser shall be responsible for all damage to the System caused by Purchaser’s activities and or negligence.
h. Tenant Purchaser Notices. If Purchaser is a lessor of the Facility (including any ground lease underlying a Facility), Purchaser shall provide to Seller immediate written notice of (i) receipt of notice of eviction from the Facility, (ii) termination of Purchaser’s lease of the Facility , and (iii) a breach of any of the Real Property Documents that could reasonably be expected to lead to an eviction if such breach was not cured. i. Insolation. Purchaser understands that unobstructed access to sunlight (“ Insolation”) is essential to Seller’s performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and, where possible, shall not in any way permit any interference with the System’s Insolation and shall not construct or install, or knowingly permit to be constructed or installe d, any alterations, modifications or improvement to the Facility or any other property owned or controlled by Purchaser or an affiliate of Purchaser that interferes with or blocks the System’s Insolation. In addition to the foregoing, Purchaser shall not permit the growth of foliage that interferes with or blocks System’s Insolation . If Purchaser becomes aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller immediately and shall cooperate with S eller in preserving the System’s existing Insolation levels. The Parties agree that (i) reducing Insolation would irreparably injure Seller, (ii) 494

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such injury may not be adequately compensated by an award of money damages, and (iii) Seller is entitled to seek specific enforcement of this Section 8.i against Purchaser. j. Data Line. Purchaser shall provide Seller a high speed internet data line that meets Seller’s minimum performance requirements during the Term to enable Seller to receive and monitor data regarding electric energy generation and other System information, including site level energy load data. If Purchaser fails to provide such high speed internet data line, or if such line ceases to function and is not repaired, Seller may reasonably estimate the amount of electric energy that was generated and invoice Purchaser for such amount in accordance with Section 4. k. Breakdown Notice. Purchaser shall notify Seller within twenty-four (24) hours following the discovery by Purchaser of (i) any material malfunction in the operation of the System; or (ii) any occurrences that could reasonably be expected to adversely affect the System. Purchaser shall notify Seller promptly following discovery upon (i) an interruption in the supply of electrical energy from the System; or (ii) the discovery of an emergency condition respecting the System.

Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty -four (24) hours per day, including weekends and holidays.
l. OSHA Compliance. Purchaser will ensure that all applicable OSHA requirements and other similar applicable safety laws or codes are adhered to in its performance under this Agreement.

9. Change in Law.

“Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation); or (iii) a change in any Utility rate schedule or tariff approved by any Governmental Authority which, in the case of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or maintaining the System, or other performance of Seller’s obligations hereunder and which has a material adverse effect on the cost to Seller of performing such obligations.

Purchaser and Seller will coope rate to modify the System or the operation thereof to mitigate the impacts of any Change in Law. In the event that there is a Change in Law that has a material adverse effect on the cost to Seller of performing its obligations under this Agreement, then Seller may propose an equitable adjustment to the Energy Rate over the remainder of the Term. If such change is not acceptable to the Purchaser, then Seller will have the option to terminate this Agreement at no cost or expense to Purchaser.

10. Relocation of System.

If Purchaser ceases to conduct business operations at the Facility, or otherwise vacates the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable substitute premises located wit hin the same Utility district as the terminated System or in a location with similar Utility rates and Insolation , in each case reasonably acceptable to Seller . Purchaser shall provide written notice to Seller at least sixty (60) days but not more than on e hundred eighty (180) days prior to the date that it wants to make this substitution. The Parties shall negotiate in good faith the terms and conditions of such System relocation, including the costs of relocation and any necessary adjustments to the Energy Rate for redesign or Insolation. Purchaser will further have the right, after year ten (10), to purchase the System in accordance with the terms set forth in Section 18. Purchaser’s inability to provide a substitute facility for relocation of the System on terms acceptable to Seller will be treated as a Default Event by Purchaser pursuant to Section 15.a.iv.

11. Disruption of Delivery. The duration of any maintenance, repair, or upgrade of the Site Electrical System that disrupts System output will constitute a Disruption of Delivery; provided, however, that if the need for any such repair or maintenance is caused by the n egligence or intentional misconduct of the Seller, then the period required for such maintenance or repair will not constitute a Disruption of Delivery. Purchaser and the Seller will coordinate such activities so as to minimize disruption to the System. In no event shall repairs, maintenance or replacement undertaken by Purchaser pursuant to this section and constituting a Disruption of Delivery on the part of Purchaser’s impact or impair the Seller’s ability to operate the System in accordance with the Interconnection Agreement at the conclusion of such a Disruption of Delivery.

13. Removal of System at Expiration.
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Upon the expiration or earlier termination of the Lease (provided Purchaser does not exercise its purchase option), Seller shall, at its expense, remove all of its tangible property comprising the System from the Facility on a mutually convenient date, bu t in no event later than one hundred and eighty (180) da ys after the expiration of the Term ; provided, however, Purchaser shall bear all costs and expenses of Seller’s removal of the System i f removal is necessary due to a Default Event of Purchaser.

Excluding ordinary wear and tear, the Facility shall be retu rned to its original condition including the removal of the System; provided, however, Seller shall not be required to remove ( i) any supports, canopies, anchors, penetrations, conduits or other similar ancillary equipment which were installed by Seller if , in Seller’s reasonable judgment, the removal of such supports, anchors, penetrations, conduits or other similar ancillary equipment would cause harm and damage to the Facility, and (ii) any underground foundations or underground or buried conduits and cabling installed by Seller on or about the Facility. In no case shall Seller’s removal of the System affect the integrity of Purchaser’s roof, which shall be as leak proof as it was prior t o removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have the right, at its option, to remove the Syste m to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Seller’s cost. Purchaser shall provide sufficient space at no expense to Seller for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal.

14. Metering, Measurement and Ownership of Data.
a. Metering and Measurement . Seller shall install one or more revenue grade bidirectional meter(s) (the “ Seller Meter”), as Seller deems appropriate, at or immediately before the Delivery Point to measure the output of the System.

The Seller Meter shall (i) meet the general commercial standards of the solar photovoltaic industry or the required standard of the Utility and (ii) provide and preserve a continuous flow of data to Seller twenty-four (24) hours per day through the data line provided by Purchaser pursuant to Section 8.j. Seller shall maintain the Seller Meter in accordance with industry standards. Seller will provide Purchaser with access to data from the System on a real time basis. If the Seller Meter’s operation is interrupted at any time for any reason, or is found to be inaccurate and in need of repair or replacement, Purchaser will pay invoices to Seller using the Deemed Delivered Energy estimation process for such period of interruptio n, or for the period from the last test of the affected Seller Meter that shows it to have been operating properly through the date upon which the Seller Meter is corrected . b. Ownership of Meter Data. Seller shall own all data generated by the Seller Meter (the “Meter Data”). Purchaser acknowledges that Seller may copy, reproduce, alter, aggregate, use, distribute and make available to third parties Meter Data to perform its obligations hereunder and otherwise to further its business purposes, including for research and development, data analysis, marketing, and to improve upon, develop and offer new products and service offerings, provided that if Seller distributes or makes available Meter Data to third parties that are not affiliates of Seller, such Meter Data shall be in a format that is aggregated and anonymized and does not directly or indirectly identify Purchaser or the Facility.

15. Default, Remedies, Damages and Termination.
a. Default. Any Party, or the Party specifically indicated below, as applicable, that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below shall be deemed a “ Defaulting Party” and each event of default shall be a “Default Event”:
i. failure of a Party to pay any amount du e and payable under this Agreement, other than an amount that is subject to a good faith dispute, within ten (10) days following receipt of written notice from the other Party (the “Non-Defaulting Party”) of such failure to pay;
ii. failure of a Party to subst antially perform any other material obligation under this Agreement within thirty (30) days following receipt of written notice from the Non-Defaulting Party demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not be yond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (A) the Defaulting Party initiates such cure with in the thirty (30) day period and continues such cure to completion and (B) there is no material adverse effect on the Non-Defaulting Party resulting from the failure to cure the Default Event; iii. if any representation or warranty of a Party proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated her eby, if the effect of such incorrectness is not cured within thirty (30) days following receipt of written notice from the Non -Defaulting Party demanding such cure;
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iv. Purchaser loses its rights to occupy the Facility;
v. Purchaser ceases to conduct business operations at the Facility unless Purchaser and Seller agree on terms of a relocation of the System pursuant to Section 10;
vi. a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding -up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrange ment or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect; vii. Purchaser prevents Seller from installing the System or Purchaser otherwise performs or fails to perform in a way that prevents the delivery of electric energy from the System. Such Default Event shall not excuse Purchaser’s obligations to make payments that otherwise would have been due under this Agreement ; or viii. the Lease is terminated for any reason other than the election by Seller (exercised in Seller’s sole discretion) or Seller otherwise loses its rights to occupy the Premises (as defined in the Lease) or any of the easements granted pursuant to the Lease.
ix. Purchaser fails to provide Seller with access to, on, over, under and across the Facility for the purposes of (a) installing, constructing, operating, owning, maintaining, accessing, removing and replacing the System; or (b) performing all of Seller’s other obligations under this Agreement and exercising any rights under the Lease.
b. Remedies.
i. Remedies for Defaults . On the occurrence of a Default Event, the Non -Defaulting Party may pursue any remedy under this Agreement, at law or in equity, including an action for damages and termination of this Agreement or suspension of perfo rmance of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting Party following the occurrence of the Default Event. If Purchaser is the Defaulting Party, then Seller may, in its sole discretion and upon not less than ten (10) days written notice to Purchaser, cease providing electric energy generated from the System to Purchaser Nothing herein shall limit either Party’s right to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event.
ii. Seller Remedies Upon Termination for Purchaser Default. If Purchaser is the Defaulting Party and Seller terminates this Agreement, Seller may, in its sole discretion and upon not less than ten (10) days prior written notice to Purchaser, cease providing electric energy generated from the System to Purchaser and request that Purchaser pay a termination payment to Seller (the “Purchaser’s Termination Payment”). The Purchaser’s Termination Payment shall be in accordance with Purchaser’s Termination Payment schedule in Exhibit “5”, plus Seller’s costs for System removal . The Parties agree that actual damages to Seller in the event this Agreement terminates prior to the expiration of the Term as the result of a Default Event by Purchaser would be difficult to ascertain, and the Purchaser’s Termination Payment is a reasonabl e approximation of the damages suffered by Seller as a result of early termination of this Agreement. The Purchaser’s Termination Payment shall not be less than zero.
iii. Purchaser Remedies Upon Termination for Seller Default. If Seller is the Defaulting Pa rty and Purchaser terminates this Agreement, then Seller shall remove the System within one hundred eighty (180) days of the termination date.
c. Purchaser Default Prior to Commercial Operation Date . If Purchaser fails to perform its obligations under this Agreement, including Purchaser’s cooperation obligations under Section 8.b, prior to the Commercial Operation Date and such failure continues for ten (10) days af ter notice thereof by Seller to Purchaser then, without limiting any remedy Seller may have under this Agreement or at law or in equity, Seller may terminate this Agreement upon notice to Purchaser and Purchaser shall pay to Seller all of Seller’s costs an d expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility , designing the System and any procurement and installation work on the System through the date of termination. d. Early Termination for Excessive Cost . If a change in the Energy Rate or other form of compensation related to additional cost that will be incurred by Seller as a result of structural upgrade, utility system upgrades and or Unanticipated Conditions cannot be mutually agreed upon without thirty (30) days of the date of the request, then 497

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either Party will have the right to terminate this Agreement . Upon termination Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and or installation work on the System through the date of termination. e. Early Termination after the Outside Commercial Operation Date. If the System has not achieved its Commercial Operation Date within one hundred eighty (180) days of (as extended by Force Majeure events or as mutually agreed by the Parties) 6/15/2020 (the “Outside Commercial Operation Date”) then either Party may terminate this Agreement upon ten (10) days written notice to the other Party and without any liability for such termination. Upon such event, Seller will remove the System and return the Facility to its original condition in accordance with Section 13 of this Agreement.
f. Seller Termination. Prior to the Commercial Operation Date (including any time prior to the Outside Installation Commencement Date), Seller may terminate this Agreement upon written notice to Purchaser. Seller shall not have any liability for such termin ation, except that no such termination shall act to relieve Seller from any obligation hereunder regarding the removal of the System. Portfolio. In the event one Portfolio Project fails to (i) meet conditions set forth in Section 6.b; (ii) Purchaser does not provide Seller with a written Notice to Proceed on a Portfolio Project; or (iii) Purchaser terminates or Defaults on any Portfolio Project; the Seller may ter minate the Portfolio without any liability or obligation to Purchaser except for System removal. Upon termination Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and or installation work on the System through the date of termination.

16. Representations and Warranties.
a. General Representations and Warranties . Each Party represents and warrants to the other the following as of the Effective Date and the Conditions Satisfaction Date:
i. Organization; Authority; Enforceability. Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; the execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do es not violate any law; and this Agreement is a valid obligation of such Par ty, enforceable against such Party in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights generally).
ii. Approvals; Compliance with Laws . Such Party has obtained all permits, licenses, authorizations, consents and approvals required by any Governmental Authority or other third party and necessary for such Party to own its assets, carry on its business and to execute and deliver this Agreement; and such Party is in compliance with all laws (including Environmental Laws) that relate to this Agreement in all material respects.
b. Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller the following as of the Effective Date and the Conditions Satisfaction Date:
i. Ownership of Facility and O ther Agreements . Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of any of its obligations under this A greement conflicts with or will result in a breach or default under any agreement or obligation to which Purchaser is a party or by which Purchaser or the Facility is bound.
ii. Accuracy of Information . Purchaser will not have knowingly have made an inaccura te or misleading statement with respect to the information provided by Purchaser to Seller, as it pertains to the Facility’s physical configuration, Purchaser’s planned use of the Facility, and Purchaser’s estimated electricity requirements. Purchaser warrants that it has provided accurate copies of all utility bills and other information requested by Seller.
iii. Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. iv. No Pool Use. No electricity generated by the System will be used to heat a swimming pool. 498

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v. Hazardous Substances. Except as disclosed to Seller, there are no Hazardous Substances that exist in the areas on or near the Facility where Seller or its subcontractors will undertake to install, operate, maintain or repair the System.

17. System and Facility Damage and Insurance.
a. System and Facility Damage.
i. Seller’s Obligations. If the System is damaged or destroyed by casualty of any kind or any other occurrence other than by Force Majeure (as defined in Section 22.a) or Purchaser’s gross negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre -existing condition; provided, however, that (A) if the System is damaged or destroyed as a result of Purchaser’s or its contractor’s negligence or breach of this Agreement, such repair and restore of the System shall be at Purchaser’s cost as provided in Section Error! Reference source not found. and (B) if more than fifty percent (50%) of the System is destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller shall not be required to restore the System, but may instead terminate this Agreement, unless Purchaser agrees (i) to pay for the cost of such restoration of the System or ( ii) to purchase the System “AS -IS” at the Fair Market Value (as defined in Section 18.c) of the System. ii. Purchaser’s Obligations . If the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Seller’s negligence or willful misconduct, such that the operation of the System and/or Purchaser’s ability to accept the electric energy produced by the System are materially impaired or prevented, Purchaser shall promptly repair and restore the Facility to its pre-existing condition; provided, however, that if more than fifty percent (50%) of the Facility is destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser may elect either (A) to restore the Facility or (B) to pay the Purchaser’s Termination Payment and all other costs previously accrued but unpaid under this Agreement and thereupon terminate this Agreement.
b. Insurance Coverage. At all times during the Term, Seller and Purchaser shall maintain the following insurance:
i. Seller’s Insurance. Seller shall maintain (A) property insurance on the System covering “All Risks” perils for the full replacement cost of the System, except the perils of flood, earthquake and Windstorms (as defined in Seller’s insurance policy), which will be s ubject to annual aggregates applying to the System in amounts to be determined by Seller , (B) commercial general liability insurance with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (C) where applicable, employer’s liability insurance with coverage of at least $1,000,000 and ( D) where applicable, workers’ compensation insurance as required by law.
ii. Purchaser’s Insurance. Purchaser shall maintain (A) commercial general liability insurance for the Facility with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (B) property insurance on the Facility covering “All Risks” perils in an amount equal to the full replacement cost of the Facility; (C) business interruption insurance covering Purchaser’s operations at the Facility; and ( D) workers’ compensation insurance covering all employees of Purchaser, as required by the laws of the State in which the Facility is located, and employers’ liability coverage subject to a limit of no less than $500,000 for bodily injury by accident per accident/$500,000 for bodily injury by disease per employee/$1,000,000 for bodily injury by disease policy limit. As a public agency, Purchaser may provide the foregoing insurance through a risk pool or self-insured retention program.
c. Policy Provisions. All insurance policies provided hereunder shall (i) contain a provision whereby the insurer agrees to give the Party not providing the insurance (A) not less than ten (10) days written notice before the insurance is cancelled or terminated as a result of non -payment of premiums, or (B) not less than thirty (30) days written notice before the insurance is otherwise cancelled or terminated, (ii) be written on an occurrence basis, and (iii) be maintained with companies either ra ted no less than A -VII as to Policy Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the other Party. Each party shall name the other party as additional insured as respects commercial general lia bility and employers liability. Each party shall waive its rights of subrogation against the other party on all required policies including workers compensation where allowable by law.
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d. Certificates. Upon the other Party’s request each Party shall deliver to the other Party certificates of insurance evidencing the above required coverage. A Party’s receipt, review or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. e. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles.

18. Ownership; Option to Purchase.
a. Ownership of System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all times, including all Environmental Attributes, and Seller shall be entitled to the benefit of all Tax Incentives of the System, and the System shall remain the personal property of Seller and shall not attach to or be deemed a part of, or fixture to, the Facility notwithstanding that certain portions of the System may otherwise qualify as fixtures due to the manner of installation of the System . Each of Seller and Purchaser agree that Seller (or the designated assignee of Seller permitted under Section 23) is the tax owner of the System and all tax filin gs and reports will be filed in a manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code . Purchaser covenants that it shall use commercial ly reasonable efforts to place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on the Facility on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Facility which could reasonably be construed as prospectively attaching to the System as a fixture of the Facility, Purchaser shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Facility, Purchaser consents to the filing of a disclaimer of the System as a fixture of the Facility in the office where real estate records are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser shall obtain such consent from such owner. Without limiting the generality of the foregoing, Purchaser hereby waives any statutory or common law lien that it might otherwise have in or to the System or any part thereof and agrees that, notwithstanding the occurrence of a Default Event by Purchaser under this Agreement beyond all applicable notice and cure periods (including those granted to Financing Parties), Seller or any Financing Party (or its designee) shall own and may remove the System from the Facility at any time.
b. Option to Purchase. At the end of the tenth (10th) Contract Year and at the end of the Initial Term or each Additional Term (each such date a “ Purchase Option Date ”), so long as Purchaser is not in default under this Agreement, Purchaser may purchase the System from Seller for a purchase price equal to the Fair Market Value (as defined in Section 18.c) of the System as of the Purchase Option Date . Purchaser must provide a notification to Seller of its intent to purchase at least ninety (90) days and not more than one hundred eighty (180) days prior to the Purchase Option Date, and the purchase shall be completed on or before the Purchase Option Date. c. Determination of Fair Market Value . “Fair Market Value ” means the great est of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, p rovided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, taking into account the present value of all associated future income streams expected to arise from the operation of the System for the remaining useful life of the System, including but not limited to the expected price of electricity, Environmental Attributes, and Tax Incentives and factoring in future avoided costs and expenses associated with the System and assuming the System is able to generate revenue for the then-remaining term of the Agreement at a price equal to the then -applicable Energy Rate and thereafter for the remaining useful life of the System at a price equal to the then fair market price for energy and (ii) Purchaser’s Termination Payment . The Parties shall select a mutually acceptable nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industr y to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purcha se of the System, Purchaser shall assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Seller shall have no further liabilities or obligations hereunder.

19. Indemnification.
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a. General. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and the directors, officers, shareholders, partners, members, agents and employees of such other Party, and the respective affiliates of each thereof (coll ectively, the “ Indemnified Parties ”), from and against all loss, damage, expense, liability and other claims, including court costs and reasonable attorneys’ fees (collectively, “ Liabilities”) resulting from any third party actions relating to the breach of any representation or warranty set forth in Section 15.c and from injury to or death of persons, and damage to or loss of property to the extent caused by or aris ing out of the gross negligent acts or omissions of, the willful misconduct of, fraud by, or criminal by the Indemnifying Party (or its contractors, agents or employees); provided, however, that nothing herein shall require the Indemnifying Party to indemnify the Indemnified Party for any Liabilities to the extent caused by or arising out of the gross negligent acts or omissions of, the willful misconduct of, fraud by, or criminal acts by the Indemnified Party ; provided further , however, that nothing in this Section is intended to modify the limitations of Seller’s liability set forth in Section 20.

This Section 19.a however, shall not apply to liability arising from any form of Hazardous Substances or other environmental contamination, such matters being addressed exclusively by Section 19.c. b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a “ Claim”), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 19.b unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonabl y withheld or delayed. The Indemnifying Party shall have no liability under this Section 19.b for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party. c. Environmental Indemnification. Seller shall indemnify, defend and ho ld harmless all of Purchaser’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance (as defined in Section 19.c.i) to the extent deposited, spilled or otherwise caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend and hold harmless all of Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance, except to the extent deposited, spilled or otherwise caused by Seller or any of its contractors or agents. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Facility generally or any deposit, spill or release of any Hazardous Substance. i. “Hazardous Substance” means any chemical, waste or other substance (A) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “polluti on,” “pollutants,” “regulated substances,” or words of similar import under any Environmental L aws, (B) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (C) exposure to which is now or hereafter prohibited, limited or r egulated by any Governmental Authority, (D) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (E) for which remediation or cleanup is required by any Governmental Authority.
ii. “Environmental Law” means any applicable federal, state, municipal or local law, statute, rule, regulation, ordinance, code, judgment, decree or decision implementing any of the foregoing by any Governmental Authority relating to (A) the protection of the air, water, land or natural resources or (B) the generation, use, handling, treatment, storage, disposal and transportation of Hazardous Substances.

20. Limitations of Liability.
a. No Consequential Damages . EXCEPT WITH RESPECT TO PAYMENT OF A SELLER’S TERMINATION PAYMENT OR A PURCHASER’S TERMINATION PAYMENT, OR IN CONNECTION WITH THIRD -PARTY

INDEMNIFICATION CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY

SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.
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b. Actual Damages . Seller’s aggregate liability under this Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed an amount equal to the total monthly payments made by Purchaser to S eller under this Agreement in the two (2) years prior to a claim (such amount, the “ Seller Liability Cap”). The provisions of this Section Error! Reference source not found. shall apply whether such liability arises in contract, tort (including negligence), strict liability or otherwise. Any action against Seller must be brought within two (2) years after the cause of action accrues. Any proceeds of insurance required to be maintained by Seller pursuant to Section 15.b that Seller actually receives from the same claim giving rise to a Purchaser claim under this agreement shall not reduce the Seller Liability Cap. The Seller Liability Cap shall not apply to the aggregate credit for Production Guarantee outlined in Section 7.k.

21. Dispute Resolution.
a. Negotiation. The Parties, through their respective senior management, shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) within twenty (20) business days after the date that a Party gives written notice of such Dispute to the other Party. b. Arbitration. In the event any Dispute is not settled to the mutual satisfaction of the Par ties pursuant to Section 21.a above, the Dispute shall then be settled by final, binding arbitration pursuant to the U.S. Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in accordance with the Judicial Arbitration and Mediation Services Rules. The Parties shall mutually select one arbitrator. In the event the Parties a re unable to agree on an arbitrator, an arbitrator will be appointed by the American Arbitration Association in accordance with its rules. All arbitration proceedings will take place Los Angeles, California. The arbitrator will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 21.b, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrator. The Parties agree that the arbitrator will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator determines that either ( i) the non-prevailing Party did not act in good faith when disputing its liability hereunder to the prevailing Party or when initiating a claim against the prevailing Party; or (ii) the prevailing Party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party’s compliance with this Section 21.b, such proceedings will be brought in accordance with Section 26.a below. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys’ fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party.

22. Force Majeure.
a. “Force Majeure ” means any event or circumstances beyond the rea sonable control of and without the fault or negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war (declared or unde clared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or action s of the elements; hurricane; flood; lightning; wind; the binding order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the Utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failu re of the Party claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the Party claiming Force Majeure. b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Party shall be excused from the performance affected by the Force Majeure event (but only to the extent so affec ted) and the time for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure event. 502

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c. Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement shall not be excused by a Force Majeure event that solely impacts Purchaser’s ability to make payme nt. d. If a Force Majeure event continues for a period of one hundred and eighty (180) days or more within a twelve (12) month period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force Majeure event shall have the right to terminate this Agreement without fault or further liability to either Party (except with respect to amounts accrued but unpaid prior to termination).

23. Assignment and Financing.
a. Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, mortgage , pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Seller, (iii) assign this Agreement and the System to any entity through which Seller is obtaining financing or capital for the System (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Seller (provided that Seller shall be released from li ability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Seller’s obligations hereunder by the assignee) and (v) assign this Agreement and the System to any assignee that (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement, or will contract with parties who have such experience and (y) has the financial capability to maintain the Syst em and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any such assignment, Seller shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Seller’s rights and/or obligations under this Agreement shall not result in any change to Purchaser’s rights and obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. Seller agrees to assign this Agreement only as part of an assignment of the Portfolio to a single assignee. b. Financing. The Parties acknowledge that Seller may obtain construction and long -term financing or other credit support from one or more Financing Parties. “Financing Parties” means a person or persons providing construction or permanent financing to Seller in connection with construction, ownership, operation and maintenance of the System or, if applicable, any person to whom Seller has transferred the ownership interest in the System. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 23.a, and within five (5) business days after receipt of a written request by Seller, Purchaser agrees to execute any reasonable consent, estoppel or acknowledgement in form and substance reasonably acceptable to such Financing Parties. c. Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Seller or its affiliates by Financing Parties, that such Financing Parties may require that Seller or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement (the “ Successor Provider”). Purchaser agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement.

24. Confidentiality and Publicity.
a. Confidentiality. If either Party provides confidential information, including this Agreement, business plans, strategies, financial information, proprietary, patented, li censed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other Party or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other Party, the receiving Party shall ( i) protect the Confidential Information from disclosure to third parties with the same degr ee of care accorded its own confidential and proprietary information, and ( ii) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, (A) a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, potential lenders and purchas ers, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information), and (B) Meter Data shall be considered Confidential Information of Seller and not Purchaser, subject to 503

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Seller’s obligations with respect to Meter Data as set forth in Section 14.b. Any recipient of Confidential Information pursuant to clause ( A) above shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by the se provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 24.a, except as set forth in Section 24.b. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 24.a by the receiving Party or its Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of this Section 24.a. To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 24.a, but shall be in addition to all other remedies available at law or in equity. b. Permitted Disclosures. Notwithstanding any other prov ision in this Agreement, neither Party shall be required to hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is required to be disclosed to a Governmental Authority under applicable law or p ursuant to a validly issued subpoena or pursuant to the California Public Records Act or Brown Act, (iii) is independently developed by the receiving Party or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent permitted by law.

25. Goodwill and Publicity. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party. Neither Party shall make any pres s release or public announcement of the specific terms of this Agreement (except for filings or other statements or release s as may be required by applicable law) without the specific prior written consent of the other Party. Without limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties under this Agr eement, including the ownership of Environmental Attributes and any related reporting rights. Notwithstanding the foregoing, Purchaser may, without Seller’s consent, issue promotional or advertising materials regarding Purchaser’s use of solar or renewable energy that do not identify Seller or any of its affiliates.

26. Miscellaneous Provisions
a. Choice of Law . This Agreement will be governed by the laws of the State of California, without giving effect to conflict of laws principles that would cause the laws of another jurisdiction to apply to this Agreement. b. Attorneys’ Fees. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.
c. Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, or overnight courier, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, or the promised delivery date after deposit with overnigh t courier. Notices shall be sent to the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either Party may specify in writing. Each Party shall deem a document faxed, emailed or electronically sent in PDF form to it as an original document.
d. Further Assurances . Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by th e other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.
e. Right of Waiver . Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time (other than with respect to and/or relating to the obligation to make any payment due under this Agreement); provided, however that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. No waiver will b e implied by any usage of trade, course of dealing or course of performance. A 504

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Party’s exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future performance. f. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the other Party, or other Party’s facilities or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party’s performance under this agreement. If Seller is reasonably likely to become subject to regulation as a public utility, then the Parties shall use all reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative eco nomic interests while ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Seller shall have the right to terminate this Agreement without further liability , and Seller shall remo ve the System in accordance with Section 11 of this Agreement.
g. Service Contract . The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986. Purchaser shall not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of electricity from the System. h. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither shall be considered the agent of the other. i. Full Agreement, Modification, Invalidity, Counterparts, Captions . This Agreement, together with any Exhibits, completely and exclusively states the agr eement of the Parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the Parties, oral or written, regarding its subject matter. This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as t o best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement.
j. Forward Contract. The transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code. k. No Third Party Beneficiaries . Except for assignees, Financing Parties, and Successor Providers permitted under Section 23, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person. l. Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section 7.l (Warranty Disclaimer), Section 11 (Removal of System at Expiration), Section 15.b (Remedies), Section 15.c (Representations and Warranties), Section 17.b (Insurance Coverage), Section 19 (Indemnification), Section 20 (Limitations of Liability), Section 21 (Dispute Resolution), Section 24 (Confidentiality and Publicity), Section 26.a (Choice of Law), Section 26.b (Attorneys’ Fees), Section 26.c (Notices), Section 26.f (Non-Dedication of Facilities), Section 26.g (Service Contract), Section 26.h (No Partnership) , Section 26.i (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 26.k (No Third Party Beneficiaries). The Parties acknowledge that if the Lease continues to be in full force and effect after the termination of this Agreement, the provisions of this Agreement that are cross-referenced in the Lease shall survive termination of this Agreement.

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Exhibit 3
Attachment A
Prices for Initial Term

Contract Year $ per kWh
1 $0.0978
2 $0.0998
3 $0.1018
4 $0.1038
5 $0.1059
6 $0.1080
7 $0.1101
8 $0.1123
9 $0.1146
10 $0.1169
11 $0.1192
12 $0.1216
13 $0.1240
14 $0.1265
15 $0.1290
16 $0.1316
17 $0.1343
18 $0.1369
19 $0.1397
20 $0.1425
21 $0.1453
22 $0.1482
23 $0.1512
24 $0.1542
25 $0.1573

End of Exhibit 3
506

25 © 2019 – General Electric International, Inc. – Strictly Confidential

Exhibit 4
Facility Real Property Description

507

26 © 2019 – General Electric International, Inc. – Strictly Confidential

Exhibit 5

Purchaser’s Termination Payment Schedule

Year Termination
Payment
1 $795,808
2 $742,944
3 $667,394
4 $604,190
5 $547,986
6 $490,019
7 $474,656
8 $464,610
9 $453,311
10 $440,668
11 $412,378
12 $398,085
13 $382,229
14 $364,698
15 $345,376
16 $324,136
17 $300,844
18 $275,359
19 $247,528
20 $217,189
21 $204,630
22 $170,075
23 $132,544
24 $91,836
25 $47,731

508

27 © 2019 – General Electric International, Inc. – Strictly Confidential

Exhibit 6

Production Guarantee Schedule

Guarantee
Period
Contract
Years
Estimated Period
Production (kWhr)
Guaranteed Production
(kWhr)
1 1-3 1,191,101 1,131,546
2 4-6 1,173,323 1,114,657
3 7-9 1,155,811 1,098,021
4 10-12 1,138,561 1,081,633
5 13-15 1,121,568 1,065,489
6 16-18 1,104,828 1,049,587
7 19-21 1,088,338 1,033,921
8 22-23 716,520 680,694
9 24-25 709,372 673,904

509

28 © 2019 – General Electric International, Inc. – Strictly Confidential

Exhibit 7

Portfolio Projects Schedule

Project Address System Size (kW DC)
City Hall & DSO 3528, 8353 Sierra Ave, Fontana, CA 92335 246.16 Community Senior Center 16710 Ceres Ave, Fontana, CA 92335 183.60 Community Services 16860 Valencia Ave, Fontana, CA 92335 30.60 Heritage Community 16860 Valencia Ave, Fontana, CA 92335 76.50 Police Department 17005 Upland Ave, Fontana, CA 92335 777.92 Police Annex 14501 Live Oak Ave, Fontana, CA 92337 39.44 Public Works 16489 Orange Way, Fontana, CA 92335 185.64

510
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-1119 Agenda Date: 8/11/2026
Agenda #: H. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Final Acceptance for the Construction of the First Responders Memorial Monument Project (DE-25- 76-SB)
RECOMMENDATION:

Accept as complete the work performed by Jergensen Construction, Inc. for the construction of the First Responders Memorial Monument Project (No. 37600009).

COUNCIL GOALS:
· 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 creating and promoting community through people, parks, and programs.

DISCUSSION:

On March 11, 2025, the City Council awarded a construction contract to Jergensen Construction, Inc. in the amount of $1,209,000.00 and authorized a contingency amount of $120,900.00, for a total contract authorization amount of $1,329,900.00 for the construction of the First Responders Memorial Monument Project.

The monument is located along Sierra Avenue adjacent to the existing Development Services Building within the Civic Center Campus. The monument features a beam from the World Trade Center debris, specifically Tower 2, and incorporates different materials and symbolism from the 9/11 Memorial in New York. While the monument honors all affected by the 9/11 tragedy, the Fontana monument was specifically designed to emphasize all First Responders within San Bernardino County and their daily commitment and sacrifice for the community. The monument features the badge images from each Fire Agency and Law Enforcement Agency within San Bernardino County and honors by name Fallen Heroes from each agency.

Construction began on June 9, 2025, and was deemed complete on July 9, 2026. The project was completed for the final amount of $1,284,439.63, a decrease of 3.4% from the original total contract authorization.

FISCAL IMPACT:

With acceptance of the First Responders Memorial Monument Project (No. 37600009) as complete, City of Fontana Printed on 8/6/2026Page 1 of 2
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File #: 26-1119 Agenda Date: 8/11/2026
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the City will assume maintenance of the monument. Funding for these activities is included in the FY 2026-27 budget under Public Works & Engineering, Parks and Landscape Division.

MOTION:

Approve staff recommendation.

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FIRST RESPONDERS MEMORIAL MONUMENT PROJECT
0SCALE 1:6001200600

PROJECT LOCATION
N
513
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-1152 Agenda Date: 8/11/2026
Agenda #: I. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Award a Task Order for Geotechnical Engineering Services for the West End Regional Navigation Center Project (Request for Proposals DE-24-195-SQ-17)
RECOMMENDATION:

1. Award and authorize the City Manager to enter into a Task Order in the amount of $218,348.00 with Geocon West, Inc. for the Regional Navigation Center Tenant Improvements Project (Request for Proposals DE-24-195-SQ-17).

2. Approve and authorize the City Manager to enter into any future amendments to the Task Order with a not-to-exceed amount of $50,000.00.

COUNCIL GOALS:
· To provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by promoting diverse range of housing projects and levels of affordability.
· To provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by address Homelessness through proactive programs, including the efforts of the COAST and MET teams.
· 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 creating and promoting community through people, parks, and programs.

DISCUSSION:

The City of Fontana’s Capital Improvement Program Budget includes the Regional Navigation Center Tenant Improvements Project (“Project”). The proposed tenant improvements will provide for conversion of the existing industrial facility located at 11109 Jasmine St., Fontana, CA 92337 into a Regional Navigation Center, which is intended to house chronically homeless individuals in small dormitory-style living quarters, as well as provide individual living units for those that require less intensive care. Improvements to the facility will consist of the construction of meeting and office spaces for the general use of the occupants and for counseling services, group and individual living spaces, a reception lobby, a commercial kitchen, food storage, restrooms, showers/baths, laundry rooms, a dining hall, recreation areas, and all associated electrical, plumbing, HVAC, technology, and City of Fontana Printed on 8/6/2026Page 1 of 2
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site improvements required. It is estimated that the facility will house up to two hundred (200) chronically homeless individuals in small dormitory-style living quarters and provide individuals living units for those that require less intensive care.

Staff released a Request for Proposals (RFP) for Geotechnical Services to the firms that are on the City’s pre-qualified Engineering List (DE-24-195-SQ) by notifying firms through the City’s online bid system. One (1) prospective bidder downloaded the RFP documents. On July 2, 2026, a proposal was received from one (1) firm interested in providing Geotechnical Services for the project. The proposal cost is $218,348.00.

As a result, staff is recommending the award of the Task Order to Geocon West, Inc. for Geotechnical Services, which is based on being the best value to the City.

FISCAL IMPACT:

The fiscal impact associated with the approval of this item is $218,348.00. Funds are included in the Fiscal Year 2026-27 budget in Project No. 37600084-601-A-8130, funded by Capital Reinvestment Fund (Fund 601).

MOTION:

Approve staff recommendation.

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REGIONAL NAVIGATION CENTER TENANTIMPROVEMENT PROJECT
0 1600800SCALE 1:800

PROJECT LOCATION
N

CITY LIMIT
117
Docusign Envelope ID: 1900F14C-830C-4A8C-8254-284BF5287E32516

1 EXHIBIT A

EXHIBIT “A”

SCOPE OF WORK

Reference is made to the attached Statement of Qualifications and Cost Proposal delineating services anticipated during the course of construction of the Regional Navigation Center Tenant Improvements Project. The attached are a representation of Geocon West, Inc.’s Scope of Work and Fee submitted for the July 2, 2026 submittal deadline, in the amount of $218,348.00.

517

24711 Redlands Blv d, Unit A ■ Loma Linda , California 92354 ■ P| 909.894.2175 ■ F| 909.283.7160

COVER LETTER
July 2, 2026 Proposal Number RD-26-0408-P-MT
Steve McGuffey
City of Fontana, Purchasing Division
8353 Sierra Avenue
Fontana, CA 92335
Subject: GEOTECHNICAL OBSERVATION, MATERIALS TESTING, AND SPECIAL INSPECTION SERVICES REGIONAL NAVIGATION CENTER TENANT IMPROVEMENTS PROJECT – DE-24-195-SQ-17 Dear Mr. McGuffey:

Geocon West, Inc. (Geocon) welcomes the opportunity to submit this proposal to the City of Fontana for geotechnical observation, materials testing, and special inspection s ervices for the Regional Navigation Center Tenant Improvements Project. We have the demonstrated technical expertise, project management approach, integrity, and responsiveness necessary to successfully support this important project. For more than 55 years, Geocon has provided geotechnical engineering, engineering geology, materials testing, and special inspection services to public agencies and municipalities throughout Southern California.

Our local Loma Linda office will manage this assignment and partner with the City to provide geotechnical observation, materials testing, and special inspection services during the tenant improvements and adaptive reuse of the existing industrial facility located at 11109 Jasmine Street in Fontana. We understand the project will transform the existing 35,000-square-foot building into a Regional Navigation Center through interior renovations, supporting infrastructure improvements, and associated site work to serve individuals experiencing homelessness.

Our team has successfully provided geotechnical observation, materials testing, laboratory testing, and special inspection services for a wide range of City, County, and special district clients , delivering responsive construction support from site preparation through final project closeout. With experienced project management, accredited laboratory services, and multi-certified inspectors, Geocon is well-positioned to provide the responsive, high-quality support necessary to help keep the project on schedule and in compliance with project requirements.

CONSULTANT INFORMATION:

GEOCON WEST, INC.
24711 Redlands Blvd., Unit A, Loma Linda, CA 92354
T | 909.894.2175 F | 909.283.7160 | www.geoconinc.com
AUTHORIZED NEGOTIATOR:

Neal Berliner, GE
President & Principal Engineer
PROJECT MANAGER / CONTACT DURING EVALUATION:

Michael A. Cazeneuve, GE, CEG, Senior Engineer / Geologist T | 909.894.2175 M | 626.623.2074 E | [email protected]

Geocon appreciates the opportunity to submit this proposal to the City of Fontana and acknowledges receipt of Addendum No. 1. Upon award, our team will be fully dedicated to supporting the City by providing responsive service, technical expertise, and high-quality deliverables throughout the project. This proposal shall remain valid for ninety (90) days from the proposal due date. Thank you for your consideration.

Sincerely,
Geocon West, Inc.

Neal Berliner, GE Michael A. Cazeneuve, GE, CEG
President & Principal Engineer Senior Engineer / Geologist

518

Geocon Proposal No RD-26-0408-P-TT Page - 2 - July 2, 2026 City of Fontana
Regional Navigation Center Tenant Improvements Project DE-24-195-SQ-17 Geotechnical Testing, Observation and/or Special Inspections

PROPOSED TEAM
Geocon's experienced project team combines engineering, geology, laboratory, and special inspection professionals dedicated to supporting the City of Fontana throughout the construction of the Regional Navigation Center Tenant Improvements Project. Our Project Manager will serve as the City's primary point of contact, coordinating field personnel, laboratory services, reporting, and communication to ensure responsive service and consistent project oversight from preconstruction through final project closeout.

The organization chart below identifies our proposed team and each member's area of responsibility. Geocon will perform the requested services using experienced in -house personnel, providing continuity, efficient communication, and quality control throughout the duration of the project.

STAFFING APPROACH
Geocon's staffing approach is designed to provide continuous support throughout active construction. Personnel will be assigned based on their certifications, experience, and the specific inspection requirements of each phase of work. Our team includes licensed engineers, engineering geologists, ICC-certified special inspectors, ACI-certified concrete technicians, AWS -certified welding inspectors, and experienced field technicians, supported by our accredited in -house laboratory. This approach allows Geocon to efficiently respond to changing construction activities while maintaining consistent communication, timely reporting, and quality assurance.

519

Geocon Proposal No RD-26-0408-P-TT Page - 3 - July 2, 2026 City of Fontana
Regional Navigation Center Tenant Improvements Project DE-24-195-SQ-17 Geotechnical Testing, Observation and/or Special Inspections

PROJECT UNDERSTANDING
Geocon understands the Regional Navigation Center Tenant Improvements Project involves the adaptive reuse of an existing 35,000 -square-foot industrial building located at 11109 Jasmine Street in Fontana. The proposed improvements will convert the facility into a Regional Navigation Center through interior renovations and supporting site improvements, including offices, counseling and meeting spaces, commercial kitchen facilities, dining and recreation areas, dormitory -style living quarters, individual livin g units, restrooms, laundry facilities, secured access, and associated mechanical, electrical, plumbing, and HVAC improvements. Exterior improvements include utility, paving, and other site-related work necessary to support the completed facility.

We understand Geocon will serve as the Geotechnical Engineer of Record (GEOR) during construction, providing geotechnical observation, materials testing, special inspection, laboratory testing, and reporting services to support compliance with the project specifications and applicable California Building Code requirements. Services will include earthwork observation and testing, reinforced concrete inspection, masonry inspection, structural steel inspection, welding and bolting inspection, post -installed an chors, laboratory testing, daily reporting, and preparation of final documentation.

Geocon recognizes that tenant improvement projects require close coordination among City staff, the contractor, and the design team, particularly as construction activities evolve and unforeseen field conditions are encountered.

Our project team is committed to providing responsive scheduling, timely communication, accurate reporting, and practical recommendations to quickly address changing site conditions while minimizing delays and maintaining compliance with the project requirements. Through proactive coordination and dependable field support, Geocon will help keep construction on schedule while delivering high-quality testing and inspection services throughout the project.

PROJECT APPROACH
Geocon has extensive experience providing geotechnical observation, materials testing, special inspection, and construction support services for municipal facilities, tenant improvement projects, adaptive reuse developments, and other public agency projects throughout Southern California. Our team is experienced in coordinating field and laboratory testing, construction observation, and reporting from initial site preparation through final project closeout.

Our in -house accredited laboratory supports efficient sample processing, quality control, and timely reporting throughout construction. By integrating field and laboratory services under one team, Geocon provides responsive communication, consistent documentation, and reliable project support while helping maintain the construction schedule.

STAFFING RESOURCES AND AVAILABILITY : Our staffing approach is structured to provide continuous coverage throughout active construction, with personnel assigned based on certifications, experience, and the specific inspection requirements of each phase of work. This approach allows Geocon to m aintain schedule alignment, respond quickly to changing project needs, and provide reliable inspection and testing services throughout construction.

The key personnel identified in this proposal will remain actively involved throughout the project, providing consistent project management, field oversight, and quality assurance. Supported by Geocon's network of experienced inspectors, technicians, and laboratory personnel, our team has the resources and flexibility to respond to multiple activities occurring simultaneously without impacting responsiveness or quality.

INSPECTION PROCESS: Our Project Manager coordinates directly with the City's representatives, contractor, and project team to schedule inspection and testing services in accordance with the construction schedule. Qualified personnel are assigned based on the work being perfor med and the certifications required for each inspection activity.
520

Geocon Proposal No RD-26-0408-P-TT Page - 4 - July 2, 2026 City of Fontana
Regional Navigation Center Tenant Improvements Project DE-24-195-SQ-17 Geotechnical Testing, Observation and/or Special Inspections Inspection and testing are performed in accordance with the project specifications and applicable codes and standards. Field personnel document observations and testing activities daily, while samples are collected, tracked, and transported to Geocon's acc redited laboratory for testing as required. Any nonconforming conditions are promptly communicated to the appropriate project representatives and documented through resolution.

LABORATORY TESTING AND REPORTING : Laboratory testing is performed in accordance with applicable ASTM, AASHTO, Caltrans, and project -specific requirements. Inspection reports, laboratory results, and project documentation are reviewed by the Project Manager and Geocon's quality control personnel before submission to ensure accuracy, completeness, and consistency.

Geocon will provide timely reporting throughout construction, including daily field reports, laboratory test results, and final project documentation to support successful project completion.

PROJECT SCHEDULE: Geocon understands construction is currently anticipated to begin in August 2026 and continue for approximately eight months. Our team will coordinate closely with the City's representatives and contractor to schedule inspection and testing services in accordance with the approved construction schedule.

Geocon's experienced staff and in -house laboratory resources provide the flexibility to respond to changing construction activities while maintaining timely reporting, consistent communication, and reliable project support throughout construction. Inspection and testing requests will be scheduled promptly in coordination with the City's project team and contractor to support construction activities and help maintain the overall project schedule.

SCOPE OF SERVICES
Geocon will provide Geotechnical Engineer of Record (GEOR) services, construction observation, materials testing, laboratory testing, and special inspection services throughout the construction of the Regional Navigation Center Tenant Improvements Project. Services will be performed in accordance with the project specifications, applicable California Building Code requirements, and the City's standards.

GEOTECHNICAL OBSERVATION AND TESTING SERVICES
• Observation and testing of earthwork, engineered fill, trench backfill, aggregate base, and pavement subgrade. • Evaluation of foundation excavations and subgrade conditions. • Field density testing and collection of samples for laboratory testing. • Laboratory testing of soil, aggregate, asphalt, concrete, grout, mortar, masonry, and other construction materials as required.
• Review of concrete mix designs and construction materials for project compliance.

SPECIAL INSPECTIONS & TESTING SERVICES
Provide certified special inspectors to perform inspections of:
• Reinforcing steel and cast-in-place concrete
• Structural masonry
• Structural steel, welding, and high-strength bolting
• Post-installed anchors
• Concrete placement and sampling
• Other special inspections required by the California Building Code and project specifications

LABORATORY TESTING & REPORTING
Geocon's accredited in -house laboratory will perform testing in accordance with applicable ASTM, AASHTO, Caltrans, and project -specific requirements. Inspection reports, laboratory test results, and supporting documentation will be reviewed by the Project Manager and quality control personnel prior to submission.

Throughout construction, Geocon will provide daily field reports, laboratory test results, and final project documentation to support project compliance and successful closeout. 521

Geocon Proposal No RD-26-0408-P-TT Page - 5 - July 2, 2026 City of Fontana
Regional Navigation Center Tenant Improvements Project DE-24-195-SQ-17 Geotechnical Testing, Observation and/or Special Inspections

REFERENCES
CITY OF REDLANDS – POLICE DEPARTMENT SAFETY HALL
Geocon is serving as the Geotechnical Engineer of Record (GEOR) for the City of Redlands Police Department Safety Hall, providing ongoing geotechnical engineering and construction support for the new municipal public safety facility. Services include review of geotechnical reports, structural and civil plans, project specifications, response to City plan review comments, and development of supplemental geotechnical recommendations. Geocon also provides engineering support for ground improvement, engineered fill, foundation design, settlement evaluation, and construction-phase geotechnical consultation to support successful project implementation.

Reference: Trish Munoz, MBA, Project Manager | 909.335.4958 Key Personnel: Neal Berliner, GE | Michael Cazeneuve, GE, GEG | Kai Parker SAN BERNARDINO COUNTY – ANIMAL CARE CENTER
Geocon is providing geotechnical observation, materials testing, laboratory testing, and special inspection services during the construction of the new San Bernardino County Animal Care Center. Services include grading observation, excavation bottom approval, field density testing, laboratory testing, verification of imported fill materials, and technical reporting for multiple building pads supporting the new facility. During grading, Geocon evaluated unexpected subsurface conditions, including seepage pits, provided recommendations for corrective measures, and observed the implementation of engineered fill to support the proposed structures. Geocon also provides ongoing construction support and documentation to verify compliance with County requirements and the California Building Code.

Reference: Vladimer Reyes | 909.386.8846
Key Personnel: Neal Berliner, GE | Harry Derkalousdian, PE | Michael Cazeneuve, GE, CEG | Phillip Stephens CITY OF EASTVALE – FIRE STATION NO. 2
Geocon provided geotechnical observation, materials testing, laboratory testing, and special inspection services during the construction of the City of Eastvale Fire Station No. 2, including both the station facility and associated off-site street improvem ents. Services included earthwork observation and compaction testing; observation and testing of utility trench backfill; subgrade, aggregate base, asphalt concrete, curb and gutter, and paving evaluations; laboratory testing of soils, aggregate base, conc rete, masonry, and asphalt materials; and special inspection of reinforced concrete, masonry, structural wood, torque testing, and post -installed anchors. Geocon also prepared final compliance documentation summarizing geotechnical observation, special ins pection, and materials testing performed throughout construction.

Reference: Yurhi Choi, Principal Engineer | 951.703.4471 Key Personnel: Neal Berliner, GE | Lisa Battiato, CEG | Kai Parker

522

2 EXHIBIT B
EXHIBIT “B”

DELIVERABLES

In accordance with the Scope of Work for this task order, the following deliverables are required:

1. Attend virtual meeting held by City of Fontana.

2. Copies of reports of every site visit for the technical tasks performed for each day of occurrence. The reports are required to be transmitted to the Inspector on-site on the day of the site visit. Reports may be submitted directly to the Engineer via email if the Inspector is not on-site.

3. Data sheets reflecting all results for any tests performed. Copies of test results which are a result of the laboratory testing can be transmitted via email, to the City of Fontana Engineering Department, Attention: Tristen Cruz ( [email protected] ) and Christopher Smethurst ( [email protected] )

4. Test Results summary Report for all tests performed on the project. This report may be submitted directly to the Engineer via email.

523
Geotechnical Observation and Testing Rate Units / Hours Total Observation & Testing of Earthwork (Observation &
Testing of Subgrades, Compaction Testing of Soils, Base, Asphalt, Underground Utility Shading & Backfill)
$187.73 224 $42,052
Foundation Observations $187.73 40 $7,509
$49,561
Laboratory Testing & Engineering
Maximum Density Testing for Soils (ASTM D1557) $250.00 2 $500 Maximum Density Testing for Base (ASTM D1557) $250.00 2 $500 Imported Fill Material Testing & Approval (Per Source) $725.00 2 $1,450 A/C Paving - HVEEM Stability Test for Asphalt $200.00 2 $400 Combined Aggregate Gradation of Asphalt Concrete
(AC) Laboratory $150.00 2 $300
Asphalt Binder Content/ Gradation $150.00 2 $300
Concrete Compression Strength Testing (Each test shall
include four 6"x12")
$30.00 80 $2,400
Tension Rebar (#11 Bar & Smaller) $100.00 12 $1,200
Bend Rebar (#11 Bar & Smaller) $50.00 12 $600
Prestressing Wire and Tendon Tests Laboratory $175.00 12 $2,100 Post Installed Anchors $50.00 12 $600
Welding - High Strength Bolt, Nut, Washer Testing $350.00 4 $1,400 Masonry - Block (ASTM C90) $195.00 1 $195
Masonry - Mortar Compression Test $30.00 15 $450
Masonry - Grout Compressive Testing $35.00 15 $525
Masonry - Core (Shear) $195.00 1 $195
Masonry - Core (Compression) $195.00 1 $195
Masonry Prism Assemblage Laboratory $200.00 1 $200
Nondestructive Testing - UT $200.00 8 $1,600
Design Mix Verification (Periodic) $350.00 5 $1,750
Verification of In-Situ Concrete Strength (Periodic) $350.00 4 $1,400 $18,260
Special Inspection Services
Special Inspection (Rebar, Tendon, Masonry, Structural
Steel, Welding, Structural Wood)
$188.65 496 $93,570
Special Inspection - Concrete $188.65 160 $30,184
Steel - Shop Inspection $188.65 12 $2,264
Special Inspection - Soils $187.73 40 $7,509
$133,527
Office
Project Management (Duration for the entire project) $14,000.00 1 $14,000 Prepare Test Results Summary Report (Separate from
onsite summary report)
$1,500.00 2 $3,000
$17,000
TOTAL BUDGET: $218,348
Laboratory
Laboratory
SUBTOTAL:

COST ESTIMATE SHEET
City of Fontana Regional Navigation Center Tenant Improvement Project - DE-24-195-SQ-17 11109 Jasmine Street, Fontana, California
Personnel
Field Technician*
Senior Field Technician*
Task No.

SPECIAL INSPECTION, OBSERVATION, MATERIALS TESTING, GEOTECHNICAL OBSERVATION AND TESTING SERVICES SUBTOTAL:

SUBTOTAL:
* Prevailing Wage Rates; includes nuclear density gauge, special inspection equipment, and vehicle charges (as applicable) SUBTOTAL:

Special Inspector*
Special Inspector*
Engineering Field Technician*
Laboratory
Laboratory
Special Inspector*
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
Geocon Project Team
Geocon Project Team
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
Laboratory
524

3 EXHIBIT C
EXHIBIT “C”

SCHEDULE OF SERVICES
- ATTACHED BEHIND THIS PAGE -

525
2015 W. Park Avenue, Suite 1 Redlands, California 92373 Telephone 909.894.2175 Fax 909.283.7160

SCHEDULE OF FEES FOR CITY OF
FY2024/25

PROFESSIONAL SERVICES
FY2024/25
7/1/24 to 6/30/25
Loaded Rates
Principal Engineer .............................................................................................. . $ 266.07 Senior Engineer .................................................................................................. . $ 249.44 Sr. Project Engineer............................................................................................. $ 194.57 Project Engineer .................................................................................................. $ 142.45 Staff Engineer...................................................................................................... $ 105.20 Senior Geologist .................................................................................................. $ 212.59 Sr. Project Geologist ........................................................................................... $ 166.30 Staff Geologist .................................................................................................... $ 94.79 Senior Field Technician ...................................................................................... $ 109.69 Senior Field Technician - Prevailing Wage ......................................................... $ 167.73 Field Technician .................................................................................................. $ 82.05 Field Technician - Prevailing Wage .................................................................... $ 167.73 Special Inspection ............................................................................................... $ 91.06 Special Inspection - Prevailing Wage .................................................................. $ 173.65 Draftsman ............................................................................................................ $ 83.15 Word Processing ................................................................................................ . $ 77.33 Overtime/Saturday Rate/Night Rate (7pm – 6am w/ 8-Hr minimum per call out) ................................................... 1.5 X Regular Hourly Rate Sunday and Holiday Rate .............................................................................................................................................. 2 X Regular Hourly Rate Minimum Field Services Fee (per day or per call-out) ............................................................................................................................... 4 Hours Short-Notice Cancellation (after 4 pm of the day prior to the scheduled inspection time) ......................................................................... 4 Hours Short-Notice Cancellation (upon or after arrival at jobsite) ........................................................................................................................ 4 Hours *Prevailing Wage (PW) California Labor Code §1720, et. Seq add $50/hr TRAVEL
Personnel................................................................................................................................................................................... Regular Hourly Rate Subsistence (Per Diem) ................................................................................................................................................................................ $200/day Vehicle Mileage ......................................................................................................................................................................................... 0.60/mile

EQUIPMENT, MATERIALS, & ANALYTICAL TESTS
Nuclear Density Gauge ............................................................... $10/hr 55-Gallon Drum ............................................................................ 65/ea Sand Cone Testing Equipment...................................................... 10/hr Visqeen (6 mil 20X100’) .......................................................... 135/roll Vehicle .......................................................................................... 10/hr Traffic Cones/Barricades ........................................................... 35/day Special Inspection Equipment ........................................................ 5/hr TPHg(EPA 8015B) ...................................................................... 70/ea Asphalt Cold Patch/Concrete (60-lb.), Cement (94-lb.) ..............20/bag TPHd/TPHmo........................................................(EPA 8015M) 75/ea GPS Unit ...................................................................................160/day TPH Carbon Chain Breakdown ..........................(EPA 8015M) 110/ea Pick-up Truck ...........................................................................125/day Direct-Push Rig/Operator........................................... 165/190(PW)*/hr Direct-Push Sample Liner ............................................................. 10/ea Methanol and/or Ethanol (EPA 8015M) .................................... 110/ea Volatile Organic Compounds ............................. (EPA 8260B) 110/ea Semi-Volatile Organic Compounds ....................... (EPA 8270) 180/ea Hand-Auger ................................................................................40/day PAHs (EPA 8270SIM) .............................................................. 160/ea Soil Sample Tube (Brass or Stainless) ......................................... 10/ea Bailer (Reusable) ........................................................................33/day CAM 17 Metals (EPA 6010B) ................................................... 170/ea Single Metal ..........................................................(EPA 6010B) 20/ea Bailer (Disposable) ....................................................................... 15/ea Hexavalent Chrome (EPA 7199) ................................................. 60/ea Stainless Sampling Pump ....................................................... $150/day Battery-Powered Pump ..............................................................75/day Organochlorine Pesticides (EPA 8081) ..................................... 110/ea Organophosphorus Pesticides (EPA 8141) ................................ 125/ea Water Level Indicator ................................................................ 40/day Interface Probe ........................................................................... 85/day Photo-Ionization Meter ............................................................ 125/day Combustible Gas Meter ........................................................... 125/day Chlorinated Herbicides (EPA 8151) .......................................... 125/ea PCBs (EPA 8082) ........................................................................ 75/ea Soil pH (EPA 9045C) ................................................................... 20/ea WET or TCLP Extraction ............................................................ 75/ea pH/Conductivity/Temperature Meter .........................................50/day Turbidity Meter .......................................................................... 80/day Air Sampling Pump .................................................................... 80/day Level D PPE/Decon Rinse Equipment ....................................... 50/day Concrete Coring Equipment ..................................................... 165/day Generator or Air Compressor ................................................... 100/day Distilled Water (5-gallon) ............................................................ 15/ea EPA 5035 Sample Kits ................................................................ 25/ea Asbestos (PLM) ........................................................................... 20/ea Asbestos (400-point count) ........................................................... 45/ea Sample Compositing ....................................................... 20/composite 48-hour Turnaround Time ............................................ 60% surcharge 72-hour Turnaround Time ............................................ 40% surcharge Accounting Code: SOF HES25 / LAB GW20
EXHIBIT "B"
Docusign Envelope ID: 6FC4DE44-CE49-4A9C-96B9-E6E7F247BBAE 526
- 2 -

LABORATORY TESTS*

COMPACTION CURVES SOIL AND AGGREGATE PROPERTIES
(D698/D1557/T99/T108) 4-inch mold ...................................... $250/ea (D422/T88) Particle Size, Hydrometer w/out Sieve ................. $210/ea (D698/D1557/T99/T108) 6-inch mold........................................ 250/ea (C136/D6913/T27) Sieve, Coarse to Fine w/ #200 Wash .......... 150/ea (CT 216) California Impact ........................................................ 250/ea (C136/D6913/T27) Sieve, Coarse or Fine w/ #200 Wash .......... 125/ea Check Point ................................................................................ 100/ea (C136/D6913/T27) Sieve, Coarse or Fine No #200 Wash ......... 100/ea (D1632/CT312) Soil Cement Cyl. Fabrication (Set of 3) ......... 150/set (C117/D1140/T11) Materials Finer than #200 ............................. 90/ea (D1632/CT312) Soil Cement Cyl. Fabrication (Addtl. Spec.) ..... 50/ea (D2216/T265/CT226) Moisture Content ...................................... 30/ea (D1633/CT312) Soil Cement Comp. Strength (Set of 3) .......... 300/set (D2487/D2488) Visual Soil Classification ................................... 30/ea (D1633/CT312) Soil Cement Comp. Strength (Addtl. Spec.) .... 100/ea (D2937) Density of In-Place Soil, Drive-Cyl. Method................. 45/ea SOIL AND AGGREGATE STABILITY (D4943) Shrinkage Factors of Soils, Wax Method ....................... 55/ea (D2844/CT301) Resistance Value ............................................$285/ea (C131/C535/CT211) L.A. Abrasion Resistance ....................... $200/ea (D2844/CT301) Resistance Value, Treated ................................290/ea (C142/T112) Clay Lumps and Friable Particles ......................... 170/ea (D1883) California Bearing Ratio ..............................................530/ea SOIL AND AGGREGATE PROPERTIES (CONTD.) (C977) Stabilization Ability of Lime ..........................................185/ea (C123/T113) Light Weight Particles .......................................... 245/ea (D1883) Calif. Bearing Ratio (Army Corp of Engineers) ..........105/ea (D3744/CT229/T210) Durability Index Fine ............................. 165/ea CHEMICAL ANALYSIS (D3744/CT229/T210) Durability Index Coarse ......................... 165/ea (G187/CT643/T288) pH and Resistivity ................................... $150/ea (CT227) Cleanness Value .......................................................... 165/ea (D4972/T289) pH Only ................................................................ 50/ea (D4791) Flat & Elongated Particles ........................................... 150/ea (CT417) Sulfate Content............................................................. 100/ea (D693/CT205) Percent Crushed Particles .................................. 145/ea (CT422) Chloride Content .......................................................... 100/ea (D5821) Percent. of Fractured Particles, Coarse Aggregate ....... 140/ea (D2974) Organic Content ............................................................. 75/ea (C40/CT213/T21) Organic Impurities .......................................... 75/ea PERMEABILITY, CONSOLIDATION AND EXPANSION (C235) Soft Hardness (Scratch Hardness) ................................. 100/ea (D5084) Permeability, Flexible Wall ........................................ $270/ea (C88/CT214/T104) Sulfate Soundness ....................................... 410/ea (D5856) Permeability, Rigid Wall .............................................. 260/ea (C1252/T304) Uncompact. Void Content, Fine Aggregate ........ 150/ea (D2434) Permeability, Constant Head ........................................ 280/ea (C127/CT206/T85) Coarse Specific Gravity .............................. 125/ea (D2434) Permeability, FHA Slab-on-Grade ............................... 110/ea (C128/CT207/T84) Fine Specific Gravity .................................. 150/ea (D2434) Permeability, Hourly ...................................................... 55/ea (D854/CT209/T100) Specific Gravity of Soil ............................ 150/ea (D2435/T216) Consolidation (6 pts. w/ Unload) ........................ 350/ea (C29/CT212/T19) Unit Weight & Percent Voids......................... 90/ea (D2435/T216) Consolidation Additional Point w/ Unload ........... 65/ea (D2419/CT217/T176) Sand Equivalent...................................... 110/ea (D4546) Swell/Compression Testing & Density ........................ 125/ea (D4318/CT204/T89/T90) Plastic Index (Plastic/Liq. Limit) ..... 200/ea (D4546) Swell/Settlement Testing & Density (ea. addtl. pt.) ...... 85/ea (D4318/CT204/T89) Liquid Limit ............................................. 100/ea (D4546) Swell/Settlement Testing & Density (County) ............. 100/ea (D4318/CT204/T90) Plastic Limit ............................................. 100/ea (D4546) Swell/Settlement Testing & Density (FHA) .................. 90/ea (C330) Spec. for Lightweight Aggregates, Struc. Concrete ........ Quote (D4829) Expansion Index of Soils .............................................. 225/ea SHEAR STRENGTH STEEL TESTING (D2166) Unconfined Compression ........................................... $100/ea Reinforcing Steel Tests: (D3080/T236) Direct Shear (3 points) .......................................325/set (A370) Tensile Strength & Elongation (D3080/T236) Direct Shear Addtl. Points/ea. residual pass ....... 100/ea #11 Bar & Smaller ....................................................$100/ea (D2850) Unconsolidated-Undrained Triaxial Shear ................... 115/ea #14 Bar .......................................................................125/ea (D2850) Unconsolidated-Undrained Triaxial Staged ................. 160/ea #18 Bar (Proof Test) .................................................. 150/ea (D4767) Consolidated-Undrained Triaxial Shear....................... 265/ea (A370) Bend Test (D4767) Consolidated-Undrained Triaxial Staged ..................... 340/ea #11 Bar & Smaller ......................................................$50/ea (EM1110) Consolidated-Drained Triaxial Shear ........................ 375/ea #14 & #18 Bar...............................................................70/ea (EM1110) Consolidated-Drained Triaxial Staged ...................... 480/ea (A370) Tensile - Mechanically Spliced Bar MASONRY**
#11 Bar & Smaller ....................................................$150/ea Concrete Block Test (Sets of 3 Required):
#14 Bar & Larger........................................................190/ea (C140) Unit Weight Moisture Content & Absorption .............. $195/ea (A370) Tensile – Electric Resist. Butt Splice w/ Control ...........150/ea (C140) Moisture Content/Absorption (ea. addtl. specimen) ........ 65/ea (A370) Straightening of bar (if required) ......................................25/ea (C140) Compression Test ........................................................... 195/ea Structural Steel Tests: (C140) Compression Test (ea. addtl. specimen) .......................... 65/ea (A370) Machining & Prep of Test Specimen .....................Cost + 20% (C426) Linear Drying Shrinkage ................................................ 285/ea (A370) Tensile Strength & Elongation (C109/UBC 21-16) Mortar Cylinder (2”x4”) .............................. 30/ea Up to 200,000 lbs ......................................................$100/ea (C942) Grout Prism (3”x3”x6”), trimming included .................... 35/ea 200,000 – 300,000 lbs.................................................125/ea Masonry Prism (Assemblage):
300,000 – 400,000 lbs.................................................................150/ea (C1314) 8”x8”x16” – 8”x12”x16” .......................................... $200/ea Pre-stressing Wire & Tendon Tests: (C1314) 8”x16”x16” – 10”x12”x16” ........................................ 225/ea (A421) Tensile Strength, Single Wire .......................................$150/ea (C1314) 12”x12”x16” – 12”x16”x16” ...................................... 250/ea (A416) Tensile Strength, 7-Wire Strand .....................................175/ea (C1314) Larger than 12”x16”x16” ............................................. Quote

EXHIBIT "B"
Docusign Envelope ID: 6FC4DE44-CE49-4A9C-96B9-E6E7F247BBAE 527
- 3 -
LABORATORY TESTS* (CONTINUED)
High Strength Bolt, Nut, & Washer Tests: Brick Test (Set of 5 Specimens):
(A325/A490) Tensile Test on Bolts ..........................................$100/ea (C67) 24-Hour Absorption, Cold Water ...................................$225/set (A563) Proof Load Test on Nuts ................................................100/ea (C67) 5-Hour Absorption, Boiling Water.................................$225/set (A325/A490) Hardness Test on Bolts ...........................................50/ea (C67) Compression Test or Modulus of Rupture .....................$255/set (A536) Hardness Test on Nuts......................................................50/ea (C67) Each Additional Specimen................................................. 45/ea (F436) Hardness Test on Washers ................................................50/ea CONCRETE** Weld Specimen Tests:

Mix Designs:
(E164) Ultrasonic Examination....................................Quote (ACI211/ACI214) Concrete Mix Design ................................. $350/ea Machining & Prep of Test Specimen ..................................Cost + 20% (ACI211/ACI214) Review of Concrete Mix Design .................. 350/ea (E381) Macrotech Test (3 Faces) ................................................. $355 (C192) Concrete Trial Mix (includes equipment & labor) ......... 495/ea ASPHALT TESTING Concrete Properties:

Asphalt Properties: (C39/CT521/T22) Comp. Strength, Concrete Cyl...................... $30/ea (D2726/CT308/T166) Bulk Spec. Grav. Compacted HMA ......$100/ea (C42/CT521/T22) Comp. Strength, Concrete/Gunite Core.......... 60/ea (D1560/CT366) Stabilometer Value (HVEEM) ........................200/ea (C78/CT523) Flex. Strength of 6”x6”x21” Concrete Beam ....... 125/ea (D2041) Theoretical Max Specific Gravity ................................175/ea (C174) Length Measuring of Drilled Cores.................................. 75/ea (D5444) Sieve Analysis of Extracted Asphalt ............................215/ea (C1140) Shotcrete Panel-Coring & Testing (Set of 3)................290/set (D6307/CT382) Percent Asphalt, Ignition Method.....................150/ea (C1140) Shotcrete Panel (each addtl. specimen).......................... 90/ea (D1188) Unit Weight of Asphalt Core .......................................... 65/ea (C496) Static Modulus of Elasticity ........................................... 200/ea MISCELLANEOUS TESTING SERVICES (C496) Drying Shrinkage (Set of 3, up to 28 days) ....................395/set Calibration of Hydraulic Ram: (C642) Spec. Gravity, Absorp., Voids in Hardened Concrete...... 95/ea 100 Ton & Under ...................................................................... $200/ea (F1869) Vapor Emission Rate, Concrete Subfloor ....................... 50/ea 101 Tons – 200 Tons .................................................................. 300/ea Use of Universal Testing Machine:

UTM with One Operator .......................................................... $320/ea Additional Technician ............................................ Regular Tech Rate Spray Applied Fireproofing:
(E605/E736) Fireproofing Oven Dry Density/Thickness ........... $90/ea *2X Surcharge on rush turn-around for laboratory testing. **Fee applies for sample storage, testing, or disposal.

1. Listed are typical charges for the services most frequently performed by Geocon. Prices for unlisted services as well as special quotations for programs involving volume work will be provided upon request. Laboratory test prices shown are for laboratory work only, and include reporting of routine results not calling for comments, recommendations or conclusions.

2. Sampling and testing is conducted in substantial conformance with the latest applicable or designated specifications of the American Society for Testing and Materials, Caltrans, American Association of State Highway and Transportation Officials, or other pertinent agencies.

3. Saturday, night work, and overtime hours are charged at time and one-half; Sundays and holidays at double time. Per diem is $155.00 per day when location of work dictates.

4. Equipment and materials will be billed at cost plus 15%. Outside services including subcontractors and rental of special equipment are billed at cost plus 15%. Hourly services are billed portal to portal from closest office in accordance with the stated hourly rates herein, with a minimum two-hour charge

5. Invoices will be submitted at four-week intervals. Terms of payment are met upon presentation of invoice. Invoices become delinquent thirty (30) days from invoice date and subject to one and one-half percent (1-1/2%) service charge per month, or the maximum rate allowed by law, whichever is lower. If Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. Payment on delinquent invoices will first be applied to accrued interest and then to the principal amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any delinquent amount will be paid by Client to Geocon per Geocon's current fee schedule.

6. Client and Geocon shall allocate certain of the risks so that, to the fullest extent permitted by law, Geocon’s (the term “Geocon” includes Geocon’s partners, officers, directors, employees, agents, affiliates, subcontractors and subconsultants) total aggregate liability to Client is limited to the greater of $50,000 or the total compensation received from Client by Geocon for services rendered on this project, for any and all of Client’s injuries, damages, claims, losses, expenses, or claim expenses arising out of this Agreement from any cause or causes, including attorneys’ fees and costs which may be awarded to the prevailing party, and Client agrees to indemnify and hold harmless Geocon from and against all liabilities in excess of the monetary limit established above.

7. Client and Geocon shall allocate certain of the other risks so that, to the fullest extent permitted by law, Client shall limit Geocon’s total aggregate liability to all third parties, including contractors, subcontractors of all tiers, materialmen, and others involved in Client’s project, as well as persons and other entities not involved in the project, to the greater of $100,000 or the total compensation received from Client by Geocon for services rendered on this project, for any and all injuries, damages, cause or causes, including attorneys’ fees and costs which may be awarded to the prevailing party, and Client agrees to indemnify and hold harmless Geocon from and against all liabilities in excess of the monetary limit established above, including all liability incurred by Geocon for acts, errors, or omissions, pursuant to entering into agreements with third parties on behalf of Client in order to obtain access or entry onto property not owned by Client. Client agrees to notify all contractors and subcontractors of any limitation of Geocon’s liability to them, and require them to abide by such limitation for damages suffered by any contractor or subcontractor arising from Geocon’s actions or inactions. Neither the contractor nor any subcontractor assumes any liability for damages to others which may arise on account of Geocon’s actions or inactions.

EXHIBIT "B"
Docusign Envelope ID: 6FC4DE44-CE49-4A9C-96B9-E6E7F247BBAE 528
City of Fontana
Action Report
City Council Meeting
8437 Sierra Avenue
Fontana, CA 92335
File #: 26-1157 Agenda Date: 8/11/2026
Agenda #: J. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Award a Construction Contract for the Etiwanda Avenue at Slover Avenue/Airport Drive Intersection Improvement Project (DE-26-220-SB)
RECOMMENDATION:

1. Award bid and authorize the City Manager to enter into a construction contract with CT&T Concrete Paving Inc. for the Etiwanda Avenue at Slover Avenue/Airport Drive Intersection Improvement Project in the amount of $11,000,774.00 and authorize a 10% contingency in the amount of $1,100,077.40 (DE-26-220-SB).

2. Approve and authorize the City Manager to enter into any and all utility agreements, utility easements, and subsequent agreements on behalf of the City of Fontana for the Etiwanda Avenue at Slover Avenue/Airport Drive Intersection Improvement Project (DE-26-220-SB).

COUNCIL GOALS:
· 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 focusing on relief of traffic congestion.
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by utilizing Measure-I Funds wisely.

DISCUSSION:

This project is a cooperative effort between the City of Fontana and the City of Ontario. The project will improve overall traffic circulation through the intersection of Etiwanda Avenue at Slover Avenue/Airport Drive. The project scope also includes modification to the at-grade rail crossing improvements at the Union Pacific Rail crossing approximately 600 feet of the intersection on Slover Avenue. The City of Fontana is the lead on the project as outlined in a Cooperative Agreement with the City of Ontario approved by the City Council on December 11, 2018.

On July 23, 2026, at 2:00pm, the bids for this contract were opened. A total of seven (7) bids were received ranging from $11,000,774.00 to $15,247,239.53. CT&T Concrete Paving, Inc. is the lowest bidder in the amount of $11,000,774.00. The Engineer’s estimate was $13,500,000.00. After reviewing the proposed bid documents, Purchasing and Engineering staff have determined CT&T Concrete Paving, Inc. to be the lowest responsive and responsible bidder.

City of Fontana Printed on 8/6/2026Page 1 of 2
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File #: 26-1157 Agenda Date: 8/11/2026
Agenda #: J. Category: Consent Calendar
FISCAL IMPACT:

The fiscal impact associated with the approval of this item is $12,100,851.40 for the full term of the construction contract and is included in FY 2026-27 Budget in the Etiwanda/Slover Arterial Project #37603350 in the following project accounts: 37603350-602-B-8330, 37603350-602-C-8330, 37603350-245-D-8330, 37603350-630-D-8330, 37603350-602-B-8331, 37603350-602-C-8331, 37603350-245-D-8331 and 37603350-630-D-8331. City of Ontario will reimburse 27.65% of construction costs, up to a total of $3.3 Million, at project completion with their Measure I Funds. All future costs will be included in subsequent fiscal year budgets.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 8/6/2026Page 2 of 2
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N01 inch = 600 feet1200600
PROJECT LOCATIONETIWANDA AVENUE AT SLOVER AVENUE/AIRPORT DRIVESCE UNDERGROUNDING PROJECT SB-02-DE-22

INTERSECTION WIDENING PROJECT
531
Bid Results
Etiwanda Ave. at Slover Ave./Airport Drive Intersection Improvement Project
DE-26-220-SB

1. CT&T Concrete Paving Inc. $11,000,774.00
Diamond Bar, CA

2. Van Engineering Inc. $12,435,174.50
Willdomar, CA

3. Riverside Construction Company, Inc. $13,866,114.90 Riverside, CA

4. Toro Enterprises, Inc. $13,885,158.50
Oxnard, CA

5. Vido Samarzich, Inc. $14,878,780.00
Santa Ana, CA

6. Hillcrest Contracting, Inc. $15,201,991.65
Corona, CA

7. Alfaro Communications
Construction, Inc. $15,247,239.53
Compton, CA

532
City of Fontana
Etiwanda Ave. to Slover Ave./Airport Drive Intersection Improvement Project (DE-26-220-SB), bidding on 07/23/2026 2:00 PM (PDT)