Agenda — Norco City Council, October 15, 2025 (part 1 of 2)

AGENDA
City Council and
Successor Agency to the Norco
Community Redevelopment
Agency
Wednesday, October 15, 2025
City Council Chamber – Norco City Hall
2820 Clark Avenue, Norco, CA 92860
CALL TO ORDER 6:00 PM
ROLL CALL Greg Newton, Mayor
Robin Grundmeyer, Mayor Pro Tem
Kevin Bash, Council Member
Gregory Bowen, Council Member
Fia Sullivan, Council Member

CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: Silverlakes Sports Park - APNs 152060004; 152060011; 152070001; 152070002; and 152070011
Agency negotiator: City Manager
Negotiating parties: City of Norco and Balboa Management Group LLC.

REPORT OF ACTION(S) TAKEN IN CLOSED SESSION
PLEDGE OF ALLEGIANCE Mayor Pro Tem Robin Grundmeyer
INVOCATION Pastor Robert Vega
Beacon Hill Assembly of God
PRESENTATIONS National Fire Prevention Month
Red Ribbon Week

1. CITY COUNCIL REPORTS ON REGIONAL BOARDS

2. PUBLIC COMMENTS
City Council Agenda - October 15, 2025
This is the time when persons wishing to address the presiding governmental body regarding the Consent Calendar, Legislative Matters or items within the subject matter jurisdiction of the legislative body. Please submit a speaker card to the Meeting Clerk. Please limit comments to three minutes or less. The Ralph M. Brown Act limits the governmental body’s ability to respond to comments on non-agendized matters at the time such comments are made. The governmental body shall not discuss or act relative to any general public comment.

3. CONSENT CALENDAR
All items listed under the Consent Calendar are considered to be routine and may be enacted by one motion. Prior to the motion to consider any action by the presiding governmental body, any public comments on any of the Consent Items will be heard. There will be no separate action unless members of the governmental body request specific items be removed from the Consent Calendar. Items removed from the Consent Calendar will be separately considered under Item 4 of the Agenda.

3.A. Waive Reading of all Ordinance Adoptions on this Agenda and Read by Title Only
RECOMMENDATION:

Waive reading, by title only, of all Ordinances and Resolutions. Said Ordinances and Resolutions which appear on the agenda shall be determined to have been read by title and further reading waived.

Staff Report - Pdf

3.B. Approval of City Council Regular Meeting Minutes
RECOMMENDATION:

Approve the City Council Regular Meeting Minutes of October 1, 2025.

Staff Report - Pdf

3.C. Recap of Actions Taken by the Planning Commission at its Meeting Held on October 8, 2025
RECOMMENDATION:

Receive and file the recap of actions taken by the Planning Commission at its meeting held on October 8, 2025
Staff Report - Pdf
Planning Commission - Oct 08 2025 - Minutes Draft

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City Council Agenda - October 15, 2025

3.D. Approval of Agreement for Telephone System Upgrade and Migration to Zoom UCaaS
RECOMMENDATION:

1. Approve the agreement with Packet Fusion for the migration and implementation of the Zoom UCaaS hosted platform, including the procurement of associated licenses and hardware;

2. Authorize an annual change order of up to ten percent (10%) of the contract value to accommodate licensing adjustments and service needs; and

3. Authorize the City Manager to execute all necessary documents to complete the migration.

Staff Report - Pdf

3.E. Quarterly Purchase Orders Listing Between $25,000 to $49,999 RECOMMENDATION:

Receive and file the Quarterly Purchase Orders Listing for the Quarter Ended September 30, 2025.

Staff Report - Pdf

3.F. Approval of Supplemental Agreement for the use of 2025-26 Community Development Block Grant Funds for Project No. 2.NR.65-25 and Adoption of Resolution 2025-64
RECOMMENDATION:

Approve Supplemental Agreement for the use of 2025-26 Community Development Block Grant Funds for Project No. 2.NR.65-25 and Adopt Resolution 2025-64.

Staff Report - Pdf

3.G. Amendment for contractual legal services with Fitzgerald Kreditor Bolduc Risbrough LLP (FKBR) and Adoption of Resolution No. 2025-65 amending the FY 2025-26 Budget.

RECOMMENDATION:

Approve amendment for contractual legal services with Fitzgerald Kreditor Bolduc Risbrough LLP (FKBR) not-to-exceed $50,000 and Adopt Resolution No. 2025-65 amending the FY 2025-26 Budget to appropriate $50,000 from the General Fund for this agreement.

Staff Report - Pdf

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City Council Agenda - October 15, 2025

3.H. Acceptance of Pikes Peak Park Playground Replacement Project (Project No. 4407.8) as Complete
RECOMMENDATION:

Accept the Pikes Peak Park Playground Replacement Project (Project No. 4407.8) as complete, and Authorize the City Clerk to file a Notice of Completion with the County of Riverside.

Staff Report - Pdf

3.I. A request for approval of a Professional Services Agreement with Willdan Engineering for Community Development Department
Director/Management services.

RECOMMENDATION:

Approve a three-year Professional Services Agreement with Willdan Engineering to provide on-call Director/Management Services for the Community Development Department, as needed.

Staff Report - Pdf

3.J. The City of Norco and the Successor Agency of the Redevelopment Agency of the City of Norco Approval of an assignment of the May 22, 2007 Regulatory Agreement to Heritage Park Norco, LLC, a California limited liability company.

RECOMMENDATION:

That the City of Norco and Successor Agency of the Redevelopment Agency of the City of Norco approve an assignment of the May 22, 2007 Regulatory Agreement to Heritage Park Norco, LLC, a California limited liability company.

Staff Report - Pdf

3.K. Waive Reading of all Ordinance Adoptions on this Agenda and Read by Title Only
RECOMMENDATION:

Waive reading, by title only, of all Ordinances and Resolutions. Said Ordinances and Resolutions which appear on the agenda shall be determined to have been read by title and further reading waived.

Staff Report - Pdf

4. ITEM(S) PULLED FROM CONSENT CALENDAR

5. DISCUSSION / ACTION ITEM(S)

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City Council Agenda - October 15, 2025

5.A. Adopt Resolution 2025-66, Establishing Update to the Annual Salary Ranges and Benefits for Management Classification of the City of Norco for Fiscal Year 2025-26
RECOMMENDATION:

Adopt Resolution 2025-66, Establishing Update to the Annual Salary Ranges and Benefit for the Management Classification of the City of Norco for Fiscal Year 2025-26.

Staff Report - Pdf

6. PUBLIC HEARING(S)
Order of Presentation for Public Hearing Items:

1. Staff Report Presentation

2. Council Questions of Staff

3. Open Public Hearing
a. Public Comment

4. Close Public Hearing

5. Council Discussion and Action

6.A. Consider Adoption Resolution No. 2025-67 Establishing Certain New User Fees and Increasing Certain Existing User Fees for Various Services and Acceptance of Comprehensive Fee Study and Cost Allocation Plan RECOMMENDATION:
1) Adopt Resolution No. 2025-67, updating and adjusting the City’s General Fee Schedule for Fiscal Year 2025-26; and
2) Receive and file the Fee Study and Cost Allocation Plan Staff Report - Pdf

6.B. Second Reading, Ordinance 1134 (City of Norco): An Ordinance of the City Council of the City of Norco, California, adopting the 2025 California Building Standard Codes, to amend Norco Municipal Code Title 15 “Buildings and Construction”. Code Amendment 2025-05
RECOMMENDATION:

Approve the Second Reading of Ordinance 1134, adopting the 2025 California Building Standard Codes, to amend Norco Municipal Code Title 15 “Buildings and Construction”. Code Amendment 2025-05 .

Staff Report - Pdf

7. CITY COUNCIL / STAFF COMMUNICATIONS

8. ADJOURNMENT

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City Council Agenda - October 15, 2025
In compliance with the Americans with Disabilities Act, any person who requires a modification or accommodation in order to participate in this meeting is encouraged to contact the City Clerk’s Office at (951) 270-5623 or [email protected] at least 48 hours prior to the meeting so that reasonable arrangements can be made to ensure accessibility. Staff reports are on file in the City Clerk’s Office.

Any writings or documents provided to a majority of the presiding governmental body regarding any item on this agenda will be available for public inspection at the City Clerk’s Office during normal business hours at Norco City Hall, located at 2870 Clark Avenue in Norco. The meeting is recorded.

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.A.

To: Honorable Mayor and City Council Members
From: Dana Roa, City Clerk
Prepared By: Dana Roa, City Clerk
Department: City Clerk
SUBJECT:

Waive Reading of all Ordinance Adoptions on this Agenda and Read by Title Only RECOMMENDATION:

Waive reading, by title only, of all Ordinances and Resolutions. Said Ordinances and Resolutions which appear on the agenda shall be determined to have been read by title and further reading waived.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.B.

To: Honorable Mayor and City Council Members
From: Dana Roa, City Clerk
Prepared By: Dana Roa, City Clerk
Department: City Clerk
SUBJECT:

Approval of City Council Regular Meeting Minutes
RECOMMENDATION:

Approve the City Council Regular Meeting Minutes of October 1, 2025.

REVIEWED AND APPROVED BY:

Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

City Council - Oct 01 2025 - Minutes DRAFT

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DRAFT - MINUTES
City Council
Wednesday, October 1, 2025
City Council Chamber – Norco City Hall
2820 Clark Avenue, Norco, CA 92860
CALL TO ORDER 6:00 PM
ROLL CALL Greg Newton, Mayor
Robin Grundmeyer, Mayor Pro Tem
Kevin Bash, Council Member
Gregory Bowen, Council Member
Fia Sullivan, Council Member

CLOSED SESSION
Mayor Newton Adjourned to Closed Sessions at 6:01 p.m.

City Attorney Burns read Closed Sessions into the record.

Under negotiation: Price and Terms
CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (2 potential cases)
CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (1 potential case)
RECONVENE PUBLIC SESSION Mayor Newton reconvened the Public Session at 7:08 p.m.

REPORT OF ACTION(S) TAKEN IN CLOSED SESSION
City Attorney Burns reported that there were no reportable actions on the first two items on the Closed Session Calendar. He announced that the City Council will adjourn to Closed Session at the end of the meeting to hear last item.

PLEDGE OF ALLEGIANCE Mayor Greg Newton

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City Council Minutes - October 1, 2025
INVOCATION Pastor Daniel Kitheka
Beacon Hill Assembly of God

INTRODUCTION
CAL FIRE/Riverside County Fire Department Chief William Otterman introduced Norco Fire Station 47 new Battalion Chief Tim Anderson

1. CITY COUNCIL REPORTS ON REGIONAL BOARDS
The Mayor, Mayor Pro Tem and Council Members provided reports on their recent individual participation in committees, commissions, regional boards, and community organizations.

2. PUBLIC COMMENTS
There was no public comment at this time.

3. CONSENT CALENDAR
a) Approval of Consent Calendar as presented.

Council Member Bowen pulled Item 3.E. for discussion.

M/S BASH/GRUNDMEYER Approve remainder of Consent Calendar as Presented. The Motion was carried by the following roll call vote:

AYES: NEWTON, GRUNDMEYER, BASH, BOWEN, AND SULLIVAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

3.A. Waive Reading of all Ordinance Adoptions on this Agenda and Read by Title Only
Action: Waived reading, by title only, of all Ordinances and Resolutions. Said Ordinances and Resolutions which appear on the agenda shall be determined to have been read by title and further reading waived.

3.B. Approval of City Council Regular and Special Meeting Minutes

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City Council Minutes - October 1, 2025
Action: Approved the City Council Regular Meeting and Special Meeting Minutes of September 11, and 17, 2025.

3.C. Acceptance of the Citywide FY 2024-25 Slurry Seal and Veterans Way Improvement Project as Complete
Action: Accepted the Citywide FY 2024-25 Slurry Seal and Veterans Way Improvement Project as complete and authorized the City Clerk to file the Notice of Completion with the County of Riverside.

3.D. A request for approval of an amended three-year Professional Services Agreement with Willdan for the Community Development Division for contractual services.

Action: Approved an amendment to the Professional Service Agreement with Willdan to provide contractual services for Community Development Division for the City of Norco.

3.F. Adoption of Resolution 2025-62 to Authorize Participation in the National Opioid Settlements
Action: Adopted Resolution 2025-62 to Authorize Participation in the National Opioid Secondary Manufacturers Settlements.

3.G. Adopt Resolution 2025-63, Establishing Update to the Annual Salary Ranges and Benefits for Classification in the Middle Management, Professional and Confidential Services of the City of Norco for Fiscal Year 2025-26 Action: Adopted Resolution 2025-63, Establishing Update to the Annual Salary Ranges and Benefits for Classification in the Middle Management, Professional and Confidential Services of the City of Norco for Fiscal Year 2025-26.

3.H. Approval of Amendment No.1 to Extend the Professional Services Agreement with Civic Solutions, Inc. to Provide Professional Planning Services.

Action: Approved Civic Solutions, Inc. Contract Amendment No.1, in an amount not to exceed $300,000, authorizing continued professional planning support services.

4. ITEM(S) PULLED FROM CONSENT CALENDAR

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City Council Minutes - October 1, 2025

3.E. Adopt of Resolution No. 2025-61 Amending the City of Norco's Personnel Policies and Procedures Manual

Council Member Bowen had questions and concerns with Personnel Policies regarding employee hair color and code of conduct for staff treating volunteers with respect.

Council Member Bowen made a motion to relook at the Code of Conduct and make changes as appropriate.

There was no second to motion, motion died.

Mayor Pro Tem Grundmeyer asked for clarification about if changes are made would the Personnel Manual need to go back to Unions for approval. She stated the last revision was done in 1990 and would not want to see delays due to employee hair color issue.

City Attorney Burns discussed that section 18.4 regarding employee attire would address this issue.

Council Member Bowen again discussed the poor treatment of volunteers and should be addressed in the Code of Ethics.

Following further discussion, motion was made to approve the City's Personnel Policies and Procedures Manual and directed staff to review Admin Policies to address Council Member Bowen's concerns.

M/S NEWTON/GRUNDMEYER Adopt Resolution No. 2025-61 Amending the City's Personnel Policies and Procedures Manual and direct staff to review Administration Policies to address employee attire and code of conduct. The Motion was carried by the following roll call vote:

AYES: NEWTON, GRUNDMEYER, BASH, BOWEN, AND SULLIVAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5. DISCUSSION / ACTION ITEM(S)

5.A. Discussion and Provide Direction on City's Weed Abatement Program

City Manager Free presented report.

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City Council Minutes - October 1, 2025
Facilities and Maintenance Director Hamilton gave an update on the California Rehabilitation Center.

Mayor Newton opened public comment.

There was no public comment at this time.

Mayor Newton closed public comment.

Council Member Bash discussed that Code Enforcement is reactive, not proactive, which causes problems with neighbors.

Mayor Pro Tem Grundmeyer clarified that the home had a slope with natural vegetation that has to be cleared. She stated she has concerns with wind, rain and erosion. She stated that the Municipal Code is not clear and review is needed. She stated that if vegetation is a fire hazard it should be cut down and controlled but should not be completely removed.

Council Member Bash asked if certain plants can be approved that are not fire hazards and drought tolerant.

Mayor Pro Tem Grundmeyer discussed that native vegetation is approved.

Council Member Bash asked which department would review for revisions.

Mayor Newton asked about the cost impacts to the LMD Areas to irrigate slopes.

Facilities Director Hamilton answered questions and addressed concerns.

Mayor Newton discussed that staff could look into this with Code Enforcement and make modifications as appropriate.

Mayor Pro Tem Grundmeyer asked clarifying questions regarding public nuisance.

Code Enforcement Supervisor Holtzen discussed the spirit or letter of the law, complaints are fire fear driven, and Code will address other nuisances they see while responding to a code complaint when applicable.

Mayor Newton asked for clarification from Code Enforcement.

Code Enforcement Supervisor Holtzen clarified duties and response from Code to being proactive and reactive.

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City Council Minutes - October 1, 2025
Mayor Pro Tem Grundmeyer asked if every complaint is valid or can some be unfounded.

Mayor Newton asked about areas with fuel modifications, do we set standards, Facilities Director Hamilton stated that dead material is removed but the vegetation is left to stabilize the slopes.

Code Enforcement Supervisor Holtzen agreed that fuel modification could be the standard.

Mayor Newton asked that staff look at the fuel modification in the Municipal Code.

Following discussion, motion was made to receive and file.

M/S BASH/NEWTON Receive and File The Motion was carried by the following roll call vote:

AYES: NEWTON, GRUNDMEYER, BASH, BOWEN, AND SULLIVAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5.B. Discussion on the Concerns of the Lack of a Minimum Setback Requirements for Uncovered Horse Corrals/Corral Fencing from Side and Rear Property Lines in Zones that Allow for the Keeping of Large Animals
City Manager Free presented report on 5-foot setbacks on uncovered corrals.

Mayor Newton opened public comment.

Bonnie Slager spoke regarding stallions that were hurt without 5-foot setbacks from property lines, animals are spreading diseases nose to nose, and horses to close to the neighbors fencing are getting hurt. She asked Council to please consider the Planning commission recommendations.

Bill Naylor spoke regarding non-conforming properties, that the setbacks will cut down on areas for our animal keeping and horse owners do their own setbacks to protect their own animals. He stated that if we do this restriction for horses, what about dogs or other animals.

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City Council Minutes - October 1, 2025
Mayor Newton closed public comment.

Mayor Newton discussed setbacks for uncovered corrals and asked about covered corrals.

Council Member Bash discussed the covered corrals set backs were to prevent water running off roof to next house, property common fences used as fourth walls, and keeping stallions. He stated he was unsure how this could be enforced if implemented.

Council Member Sullivan stated she understands the intent and feels it will be hard to enforce. She stated utilizing the public nuisance code if the situation calls for it. She stated that the 5 foot setbacks are not reasonable and could be a hardship.

Council Member Bowen stated that putting 5-foot setbacks will take away to much property on the smaller lots. He stated that this would run horse people out of Norco and that it is not Norco's Mission to be so restrictive.

Mayor Pro Tem Grundmeyer stated she is not in favor of 5-foot setbacks and that property owners are responsible for their animals.

Mayor Newton stated it would be best to enforce neighborliness and being good neighbors/property owners. He stated that there will be specific cases where there is discretion allowed, and those conditions will be added to the CUP.

Council Member Bowen discussed the larger commercial lots could be more enforceable.

Mayor Newton stated that should we consider this on CUP approvals along with arena covers.

Council Member Bash stated it goes back to the neighbors working with each other. He stated it is their responsibility to protect their animals and property and work with their neighbors. He also discussed that equine special insurance which will not cover certain issues like this.

Mayor Pro Tem Grundmeyer reiterated that Conditional Use Permits are discretionary.

Following discussion, City Council took no action.

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M/S NEWTON/BASH Take no action on minimum setback requirements for uncovered horse corrals/corral fencing. The Motion was carried by the following roll call vote:

AYES: NEWTON, GRUNDMEYER, BASH, BOWEN, AND SULLIVAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

6. PUBLIC HEARING(S)

6.A. First Reading, Ordinance No.1135 (City of Norco): An Ordinance of the City Council of the City of Norco, California, amending Norco Municipal Code Title 15 “Buildings and Construction”, Chapter 15.09 “Fire Code”, to adopt the California Fire Code and California Wildland-Urban Interface Code (WUI). Code Amendment 2025-06

Deputy Fire Marshall Michelle Starkey presented report regarding the update to the Fire Code.

Mayor Pro Tem Grundmeyer asked questions regarding resale fireworks in Riverside County, what the rollout period will be, the urban interface, and enforcement.

Deputy Fire Marshall Starkey answered questions and addressed concerns.

Council Member Bowen discussed the plant and tree growth around the powerlines on Edison property.

Deputy Fire Marshall Michelle Starkey stated that the County cannot enforce Edison property.

Council Member Bash had questions about mulch.

Mayor Newton asked for protected habitat clarification.

Deputy Fire Marshall Michelle Starkey answered questions and discussed concerns.

Mayor Newton opened the public hearing.

There were no public comments at this time.

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City Council Minutes - October 1, 2025
Mayor Newton closed the public hearing.

Council Member Sullivan stated that the words "mentally retarded" be removed from the language to be appropriate with the 2023 Dignity for All Act.

Following discussion, motion was made.

M/S NEWTON/BASH Approve the introduction and first read of Ordinance 1135, adoption the 2025 California Fire Code and Wildland-Urban Interface Code (WUI) to amend Norco Municipal Code Title 15 "Buildings and Construction", Chapter

15.09 "Fire Code". with recommended language change to be compliant with 2023 Dignity for All Act. Code Amendment 2025-06. The Motion was carried by the following roll call vote:

AYES: NEWTON, GRUNDMEYER, BASH, BOWEN, AND SULLIVAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

7. CITY COUNCIL / STAFF COMMUNICATIONS
Public Works Director Nelson reminded the community of the Community Clean Up Event Saturday October 4, 2025 at 8 a.m.

Council Member Bash thanked Facilities and Maintenance Director Hamilton for the excellent Gold Star Blue Star Event.

Mayor Newton adjourned to Closed Session at 8:46 p.m.

Mayor Newton reminded the community to attend the State of the City scheduled for Thursday October 9, 2025 at 6 p.m.

8. ADJOURNMENT
Mayor Newton reconvened the Public Session at 9:32 p.m.

City Attorney Burns reported that there were no reportable actions taken in Closed Session.

Mayor Newton adjourned the meeting at 9:32 p.m.

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City Council Minutes - October 1, 2025
_________________________________
Dana Roa, CMC
City Clerk

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.C.

To: Honorable Mayor and City Council Members
From: Alma Robles, Community Development Director
Prepared By: Sophia Mathiesen, Deputy City Clerk
Department: Planning
SUBJECT:

Recap of Actions Taken by the Planning Commission at its Meeting Held on October 8, 2025
RECOMMENDATION:

Receive and file the recap of actions taken by the Planning Commission at its meeting held on October 8, 2025
REVIEWED AND APPROVED BY:

Approved by: Lisette Free, City Manager
ATTACHMENT(S):

Planning Commission - Oct 08 2025 - Minutes Draft

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DRAFT - MINUTES
Planning Commission
Wednesday, October 8, 2025
City Council Chamber – Norco City Hall
2820 Clark Avenue, Norco, CA 92860
CALL TO ORDER 7:00 PM
City Clerk administered the Oath of Office
to new Member Dennis Hutnik.

ROLL CALL Patricia Hedges, Chair
Jeff Shyu, Member
Shannon Chudzicki, Member
Catherine Fiore, Member
Dennis Hutnik, Member
Sarah Langlois, Youth Commissioner

PLEDGE OF ALLEGIANCE
Interim Community Development Director Tomich read the appeal notice process into the record.

APPEAL NOTICE: In the event that you disagree with the action taken by the Planning Commission in regards to your application, or with any condition for approval of the application which is not a specific requirement of the Norco Municipal Code, you are entitled to appeal such determination or conditions to the Norco City Council, provided that such appeal is filed with the Norco City Clerk within ten calendar days after the requirements for appeals, inclusive of payment of an appeal fee.

1. PUBLIC COMMENTS
Bonnie Slager invited the community to the Thursday October 16th Norco Horseman's Association meeting, and the speaker is Greg Lansing.

2. CONSENT CALENDAR

2.A. Approval of Planning Commission Regular Meeting Minutes M/S SHYU/LANGLOIS Approve the Planning Commission Meeting Minutes of September 10, 2025. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, AND LANGLOIS
NOES: NONE

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Planning Commission Minutes - October 8, 2025
ABSENT: NONE
ABSTAIN: HUTNIK

3. ITEM(S) PULLED FROM CONSENT CALENDAR
There were no items pulled from the Consent Calendar.

4. DISCUSSION / ACTION ITEM(S)

4.A. CONTINUED ITEM: Accessory Building Use Permit 2024-12 (Rico): A request to legalize a 3,229 square foot six-stall horse barn with supported overhang and feed area, and to legalize a detached 800 square foot storage garage at 310 Filly Lane, within the A-1-20 (Agricultural, Low-Density) Zone. APN: (153- 051-004).

Member Fiore recused herself from the item at this time and left the dais.

Associate Planner Woods-Diaz presented report related to Accessory Building Use Permit 2024-12.

Member Hutnik had questions related to the structure on site, if it was inspected for durability to hold the upgrades.

Vice Chair Shyu requested that the date be corrected to 9/17/2025 in the determination and had question related to construction without permit penalties.

Associate Planner Woods-Diaz answered questions and addressed concerns.

Chair Hedges opened public comments.

There was no public comment at this time.

Chair Hedges closed public comments.

Following discussion, motion was made.

M/S SHYU/LANGLOIS Approve Accessory Building Use Permit 2024-12 subject to the attached Conditions of Approval on Resolution 2025-20 with amendments as discussed by the Planning Commission. The Motion was carried by the following roll call vote:

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Planning Commission Minutes - October 8, 2025
AYES: HEDGES, SHYU, CHUDZICKI, AND HUTNIK
NOES: NONE
ABSENT: NONE
ABSTAIN: FIORE

4.B.

CONTINUED ITEM: Accessory Building Use Permit 2025-05 (Estrada): A request to allow a 1,000 square-foot RV garage with an attached 400 squarefoot shop area at 2890 Shadow Canyon Circle, within the A-E (Agricultural Estate) Zone. APN: 130-312-007.

Consultant Michael Martin presented report regarding 2890 Shadow Canyon Circle.

Chair Hedges asked for clarification on conditions.

Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comment.

Vice Chair Shyu discussed the view obstruction.

Consultant Martin addressed questions and discussed concerns.

Vice Chair Shyu discussed education about the process and why this was put into the Municipal Code.

Following discussion, motion was made.

M/S SHYU/HEDGES Approve Accessory Building Use Permit 2025-05 subject to the attached Conditions of Approval on Resolution 2025-19 for APN 130-312-007 with amendments as discussed by the Planning Commission. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

4.C. CONTINUED ITEM: Site Plan 2023-16 (Ho): A request to allow an 861 squarePage 22 of 349 Planning Commission Minutes - October 8, 2025
foot garage with storage area at 4057 Temescal Avenue, within the A-1-20 (Agricultural, Low-Density) Zone. APN: 133-101-006.

Member Fiore and Chair Hedges recused themselves from this item and left the dais at this time.

Associate Planner Woods-Diaz stated that the applicant is asking that this item be continued to November 12, 2025, as the applicant is out of state.

Vice Chair Shyu and Commissioners Chudzicki and Hutnik agreed to continue to the item in the best interest of making a clear decision.

Following discussion, motion was made.

M/S SHYU/LANGLOIS Continue item regarding Site Plan 2023-16 and Conditions of Approval on Resolution 2025-15 to November 12, 2025, Planning Commission Meeting. The Motion was carried by the following roll call vote:

AYES: SHYU, CHUDZICKI, HUTNIK, AND LANGLOIS
NOES: NONE
ABSENT: NONE
ABSTAIN: HEDGES AND FIORE

4.D. Site Plan 2023-10 (Albalos): A request to construct a detached 880 square-foot large vehicle garage with an attached 360 square-foot workshop at 1041 Canyon View Place, within the Norco Hills Specific Plan Zone. (APN 122-600- 002).

Associate Planner Woods-Diaz presented report regarding 1041 Canyon View Place.

Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comment.

Member Hutnik discussed the property.

Youth Commission Langlois discussed a building already located in the area requested for new build.

Vice Chair Shyu discussed the chicken coop, location of the animal keeping

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Planning Commission Minutes - October 8, 2025
area and impact if an ADU is added to property.

Following discussion, motion was made.

M/S SHYU/FIORE Approve Site Plan 2023-10 subject to the attached Conditions of Approval in Resolution 2025-23 with additional condition regarding exposed fasteners. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5. PUBLIC HEARING(S)

5.A. CONTINUED ITEM: Vesting Tentative Parcel Map 39067 (Lewis): A request to subdivide an existing 2.223-acre lot into 2 lots located at the southwest corner of River Road and Corydon Street, within the Commercial General (CG) Zone (APN:121-560-002).

Associate Planner Woods Diaz presented report regarding Tentative Parcel Map 39067.

Vice Chair Shyu had questions regarding parking.

Applicant spoke regarding this project and clarified about parking, Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comments
Member Fiore discussed the parking agreement and the business center parking reciprocal.

Following discussion, motion was made.

M/S SHYU/HEDGES Adopt Resolution 2025-22, recommending that the City Council approve Vesting Tentative Parcel Map No. 39067, subject to the findings and conditions outlined in the Resolution with amendments as discussed by the Commission. The Motion was carried by the following roll call vote:

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AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5.B. CONTINUED ITEM: Conditional Use Permit 2025-04 (JNP Realty): A proposal to allow the construction of a 10,550 square-foot childcare building with outdoor play area at 2490 River Road located within the Commercial General (C-G) zone (APN 121-560-002)
Consultant Michael Martin presented the report regarding CUP 2025-04 JNP Realty.

Member Fiore asked that a typo be corrected on the Resolution. She discussed issue with addresses and had parking questions.

Vice Chair Shyu had questions regarding the site behind the grocery store, the perimeter fencing, landscaping throughout the project, and the grading on the perimeter.

Mike Johnston on behalf of the applicant gave the Commissioners an overview of the business going on the property and answered questions.

Vice Chair Shyu asked questions regarding the drop off and pick up area and asked if a condition for no curbside pick-up would be agreeable with the applicant.

Member Hutnik discussed fencing issue and security for children.

Chair Hedges opened public comment.

Timothy Reeves representing the applicant discussed the fence issue and is looking forward to moving forward with the project.

Chair Hedges closed public comment.

Chair Hedges agreed with the changes to the Conditions that Member Shyu had recommended.

Following further discussion, motion was made.

M/S SHYU/FIORE Adopt Resolution 2025-24, approving Conditional Use Permit 2025-04. with amendments as requested by the Commission. The Motion was

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Planning Commission Minutes - October 8, 2025
carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5.C. Conditional Use Permit 2024-01, Mod.#1: A request to amend Condition No. 5 (sunset clause) and Condition No. 13 (extend alcohol sales hours) for 3481 Hamner Avenue (TruHotel) located within the C-G zone.

Following discussion, motion was made.

M/S SHYU/LANGLOIS Continue item to the meeting of November 12, 2025. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5.D. Zone Code Amendment 2025-01 (City of Norco): A City Initiated Amendment to Norco Municipal Code Title 18 - "Zoning", Chapter 18.68 - "Accessory Building Use Permits" to: Amend the Provisions/Regulation for Large Vehicle Parking Building by Reducing the Provisions for Size and Specifying Size Dimensions; to Amend the Findings for the Approval of Accessory Buildings; and to Specify the Number of Accessory Buildings Allowed under Chapter 18.68.

Associate Planner Woods-Diaz presented report regarding Zone Code Amendment 2025-01.

Vice Chair Shyu asked about the habitation in process being handled.

Associate Planner Woods-Diaz answered the questions.

Member Fiore had questions and concerns about the size of the Large Vehicle Parking Buildings as listed in the amendment.

Vice Chair Shyu clarified why the size was as it was in the Municipal Code.

Chair Hedges opened public comment.

Bill Naylor discussed the square footage in question, limiting buildings in the

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Planning Commission Minutes - October 8, 2025
code and his concerns that Norco animal owners need more than one type of building or barn on their property.

Chair Hedges closed public comment.

Chair Hedges had clarifying questions as to the structures allowed.

Youth Commissioner Langlois asked for clarification on the structures allowed on a property.

Vice Chair Shyu clarified what the Code allows for structures on a property.

Member Fiore stated she does not support having only one structure. She stated that we are Norco and animal keeping will require different structures for different animals.

Vice Chair Shyu concerned with variance has a cost and stated to leave animal keeping out of the Code.

Following discussion, motion was made.

M/S SHYU/FIORE Approved Resolution 2025-26, recommending approval of Zone Code Amendment 2025-01 to the City Council, with removing animal keeping structures from this amendment. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

6. COMMISSION / STAFF COMMUNICATIONS
Chair Hedges reminded the community that the Combat Cancer Walk sponsored by the Support Sisters is October 18, 2025, at Dos Lagos Corona.

7. ADJOURNMENT
Chair Hedges adjourned the meeting at 9:00 p.m.

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ROLL CALL Patricia Hedges, Chair
Jeff Shyu, Member
Shannon Chudzicki, Member
Catherine Fiore, Member
Dennis Hutnik, Member
Sarah Langlois, Youth Commissioner

PLEDGE OF ALLEGIANCE
Interim Community Development Director Tomich read the appeal notice process into the record.

1. PUBLIC COMMENTS
Bonnie Slager invited the community to the Thursday October 16th Norco Horseman's Association meeting, and the speaker is Greg Lansing.

2. CONSENT CALENDAR

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, AND LANGLOIS
NOES: NONE

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Planning Commission Minutes - October 8, 2025
ABSENT: NONE
ABSTAIN: HUTNIK

3. ITEM(S) PULLED FROM CONSENT CALENDAR
There were no items pulled from the Consent Calendar.

4. DISCUSSION / ACTION ITEM(S)

Member Fiore recused herself from the item at this time and left the dais.

Associate Planner Woods-Diaz presented report related to Accessory Building Use Permit 2024-12.

Member Hutnik had questions related to the structure on site, if it was inspected for durability to hold the upgrades.

Vice Chair Shyu requested that the date be corrected to 9/17/2025 in the determination and had question related to construction without permit penalties.

Associate Planner Woods-Diaz answered questions and addressed concerns.

Chair Hedges opened public comments.

There was no public comment at this time.

Chair Hedges closed public comments.

Following discussion, motion was made.

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Planning Commission Minutes - October 8, 2025
AYES: HEDGES, SHYU, CHUDZICKI, AND HUTNIK
NOES: NONE
ABSENT: NONE
ABSTAIN: FIORE

4.B.

Consultant Michael Martin presented report regarding 2890 Shadow Canyon Circle.

Chair Hedges asked for clarification on conditions.

Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comment.

Vice Chair Shyu discussed the view obstruction.

Consultant Martin addressed questions and discussed concerns.

Vice Chair Shyu discussed education about the process and why this was put into the Municipal Code.

Following discussion, motion was made.

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

4.C. CONTINUED ITEM: Site Plan 2023-16 (Ho): A request to allow an 861 squarePage 30 of 349 Planning Commission Minutes - October 8, 2025
foot garage with storage area at 4057 Temescal Avenue, within the A-1-20 (Agricultural, Low-Density) Zone. APN: 133-101-006.

Member Fiore and Chair Hedges recused themselves from this item and left the dais at this time.

Associate Planner Woods-Diaz stated that the applicant is asking that this item be continued to November 12, 2025, as the applicant is out of state.

Vice Chair Shyu and Commissioners Chudzicki and Hutnik agreed to continue to the item in the best interest of making a clear decision.

Following discussion, motion was made.

AYES: SHYU, CHUDZICKI, HUTNIK, AND LANGLOIS
NOES: NONE
ABSENT: NONE
ABSTAIN: HEDGES AND FIORE

Associate Planner Woods-Diaz presented report regarding 1041 Canyon View Place.

Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comment.

Member Hutnik discussed the property.

Youth Commission Langlois discussed a building already located in the area requested for new build.

Vice Chair Shyu discussed the chicken coop, location of the animal keeping

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Planning Commission Minutes - October 8, 2025
area and impact if an ADU is added to property.

Following discussion, motion was made.

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

5. PUBLIC HEARING(S)

Associate Planner Woods Diaz presented report regarding Tentative Parcel Map 39067.

Vice Chair Shyu had questions regarding parking.

Applicant spoke regarding this project and clarified about parking, Chair Hedges opened public comment.

There was no public comment at this time.

Chair Hedges closed public comments
Member Fiore discussed the parking agreement and the business center parking reciprocal.

Following discussion, motion was made.

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Planning Commission Minutes - October 8, 2025
AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

Member Fiore asked that a typo be corrected on the Resolution. She discussed issue with addresses and had parking questions.

Vice Chair Shyu had questions regarding the site behind the grocery store, the perimeter fencing, landscaping throughout the project, and the grading on the perimeter.

Mike Johnston on behalf of the applicant gave the Commissioners an overview of the business going on the property and answered questions.

Vice Chair Shyu asked questions regarding the drop off and pick up area and asked if a condition for no curbside pick-up would be agreeable with the applicant.

Member Hutnik discussed fencing issue and security for children.

Chair Hedges opened public comment.

Timothy Reeves representing the applicant discussed the fence issue and is looking forward to moving forward with the project.

Chair Hedges closed public comment.

Chair Hedges agreed with the changes to the Conditions that Member Shyu had recommended.

Following further discussion, motion was made.

M/S SHYU/FIORE Adopt Resolution 2025-24, approving Conditional Use Permit 2025-04. with amendments as requested by the Commission. The Motion was

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Planning Commission Minutes - October 8, 2025
carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

Following discussion, motion was made.

M/S SHYU/LANGLOIS Continue item to the meeting of November 12, 2025. The Motion was carried by the following roll call vote:

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

Associate Planner Woods-Diaz presented report regarding Zone Code Amendment 2025-01.

Vice Chair Shyu asked about the habitation in process being handled.

Associate Planner Woods-Diaz answered the questions.

Member Fiore had questions and concerns about the size of the Large Vehicle Parking Buildings as listed in the amendment.

Vice Chair Shyu clarified why the size was as it was in the Municipal Code.

Chair Hedges opened public comment.

Bill Naylor discussed the square footage in question, limiting buildings in the

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Planning Commission Minutes - October 8, 2025
code and his concerns that Norco animal owners need more than one type of building or barn on their property.

Chair Hedges closed public comment.

Chair Hedges had clarifying questions as to the structures allowed.

Youth Commissioner Langlois asked for clarification on the structures allowed on a property.

Vice Chair Shyu clarified what the Code allows for structures on a property.

Member Fiore stated she does not support having only one structure. She stated that we are Norco and animal keeping will require different structures for different animals.

Vice Chair Shyu concerned with variance has a cost and stated to leave animal keeping out of the Code.

Following discussion, motion was made.

AYES: HEDGES, SHYU, CHUDZICKI, FIORE, HUTNIK, AND LANGLOIS NOES: NONE
ABSENT: NONE
ABSTAIN: NONE

6. COMMISSION / STAFF COMMUNICATIONS
Chair Hedges reminded the community that the Combat Cancer Walk sponsored by the Support Sisters is October 18, 2025, at Dos Lagos Corona.

7. ADJOURNMENT
Chair Hedges adjourned the meeting at 9:00 p.m.

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City Council

STAFF REPORT
Date: Agenda Item:

3.D.

To: Honorable Mayor and City Council Members
From: Lisette Free, City Manager
Prepared By: Matt Boudreaux, IT Manager
Department: IT
SUBJECT:

Approval of Agreement for Telephone System Upgrade and Migration to Zoom UCaaS RECOMMENDATION:

1. Approve the agreement with Packet Fusion for the migration and implementation of the Zoom UCaaS hosted platform, including the procurement of associated licenses and hardware;

2. Authorize an annual change order of up to ten percent (10%) of the contract value to accommodate licensing adjustments and service needs; and

3. Authorize the City Manager to execute all necessary documents to complete the migration.

SUMMARY:

The City’s ShoreTel/MiVoice Connect system, installed in 2013, is nearing end-of-life.

Mitel has announced that operating system updates, patches, and security fixes will be discontinued after December 31, 2025, creating significant reliability and security risks.

To address this, IT staff worked with Packet Fusion and All Covered to evaluate three UCaaS solutions: Zoom, RingCentral, and Cisco Webex. The evaluation considered cost, features, reliability, scalability, implementation, and ease of use.

Zoom UCaaS emerged as the preferred solution, offering a free year of service, scalability for future growth, and strong vendor support through Packet Fusion. Staff familiarity with the platform will ease migration, with implementation led by Packet Fusion and ongoing support provided through their CloudCare service.

BACKGROUND:

To protect the integrity of the City’s telecommunications and information systems, this staff report has been intentionally generalized. In accordance with established security protocols and to mitigate the risk of compromising the City’s IT and communications

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infrastructure, all information related to phone system hardware, configurations, and network design will remain confidential and will not be disclosed publicly. Unauthorized disclosure of such sensitive information could expose the City to security vulnerabilities and potential exploitation.

The City’s ShoreTel/MiVoice Connect telephone system was installed in 2013 and has served reliably for more than a decade. The system relies on outdated analog technology and is billed on a per-minute basis under the California Department of Technology’s CALNET agreement, which allows local governments to utilize statewide contracts. Today, the platform supports about 140 direct-inward-dialing (DID) numbers, 130 handsets, integrations with facility announcement systems, voicemail, call accounting, and several call tree groups.

Until 2024, the City’s voice calls ran over a T1 connection, a legacy service that AT&T no longer supports. Failures became increasingly difficult to repair due to limited parts and service technician knowledge. To stabilize telecommunications, IT staff migrated the City’s circuits to AT&T’s BVoIP digital voice service in 2024. While this improved reliability, it also underscored the limits of the ShoreTel platform.

In 2017, ShoreTel was acquired by Mitel, and in 2022 Mitel announced a phased retirement of the MiVoice Connect product line. To provide context, Mitel published the following schedule for the phase-out of the system:

The most immediate concern is the December 31, 2025 End of Design & Development milestone, when the system will no longer receive operating system updates, security patches, or bug fixes. This leaves the City open to security issues and compliance risks, making it necessary to migrate to a modern UCaaS platform.

To evaluate replacements, IT staff worked with the City’s current ShoreTel/Mitel provider, Packet Fusion, and All Covered, another vendor the City currently utilizes for technology projects. In selecting a replacement, staff prioritized maintaining the core features currently used across the City’s system.

Packet Fusion presented Zoom and RingCentral, while All Covered presented Cisco Webex. Each solution was reviewed using the following evaluation criteria:
 Total Cost of Ownership

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 Functionality & Features
 Reliability & Support
 Scalability & Flexibility
 Implementation & Migration
 Ease of Management and Administration
 Ease of Use
The evaluation showed that Zoom UCaaS scored highest overall, offering strong functionality, scalability, and ease of use while also aligning with the City’s budget and support requirements.

Zoom provides the following advantages:
 Cost advantage: One year of free service included in the agreement.  Features: Nearly all the functionality staff identified as essential.  Scalability: Licensing that can expand as the City grows.  Support: Implementation and ongoing support through Packet Fusion and Zoom Support.
 Ease of transition: Staff familiarity with the platform reduces training needs.

As part of the project, staff also reviewed options to replace the City’s remaining POTS (Plain Old Telephone Service) lines that support alarm systems, fax machines, and other legacy equipment requiring analog connections. Staff evaluated MetTel’s POTS replacement solution, which was identified as the preferred option. The MetTel solution is vendor-agnostic, works with all existing systems, and uses a digital conversion device to keep these services operational without relying on traditional copper infrastructure.

To save time and comply with the City’s purchasing ordinance, contract negotiations were completed under the NASPO ValuePoint Cooperative Contract (AR2472), which allowed the City to use pre-negotiated pricing and terms. The State of California participates in this agreement through an approved addendum, ensuring the contract meets state procurement standards and is available for use by local government agencies.

Zoom UCaaS provides the City with a cost-effective, scalable, and user-friendly replacement for its legacy ShoreTel/MiVoice Connect system, while MetTel ensures continued support for legacy equipment requiring analog connectivity.

FISCAL IMPACT:

This agenda item will result in a total estimated cost of $235,070 over a four-year period for the Telephone System Upgrade and Migration Project (CIP No. 54303.26). Funding for the one-time implementation and equipment is included in the adopted FY 2025-26 Budget (Account No. 132.910.43115) utilizing Measure R Funds.

Ongoing operational and maintenance costs for licensing are estimated at $38,000 annually and are already incorporated into the department’s existing budget. To accommodate adjustments in staffing levels or licensing needs, an annual change order of up to ten percent (10%) of the contract value is also requested.

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RELATIONSHIP TO STRATEGIC PLAN:

This item is consistent with Strategic Direction No. 5, "Ensure timely preservation, replacement, improvement and acquisition of infrastructure and capital assets", Action Plan No. 3, "Implement the actions identified in the IT Assessment and Strategic Plan".

IT Master Plan Initiative #36 – Improve City Telephone Systems IT Master Plan Initiative #73 – VoIP Phone System Improvements REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Packet Fusion Inc., UCaaS License and Implementation Quote

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1 PACKET FUSION, INC.

ZOOM SERVICES RESELLER CUSTOMER AGREEMENT
This Zoom Services Reseller Customer Agreement (the “Agreement” or “Packet Fusion Master Services Agreement”) sets forth terms under which Packet Fusion, Inc., a California corporation (“Company” or “PFI”) shall distribute, resell or refer the Zoom Service(s) to City of Norco, (“Customer”). This Agreement is effective as of the date of signing and will remain in effect for all future orders or purchases of Zoom Services or other services from Company. Capitalized terms shall have the meanings defined in the Agreement. In consideration of the mutual promises and obligations in the Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows.

1. SERVICES AND TERMS OF SERVICE

1.1. Zoom Service(s). Company is authorized to resell or distribute Zoom Meeting Services, Zoom Phone Services and other Zoom Services as more fully described in the Zoom Services Description available at https://explore.zoom.us/en/services-description/. Each Customer’s purchase of Zoom Services shall be placed with Company on one or more Orders in accordance with this Agreement and the Reseller Customer Terms of Service. Each Order shall be deemed to be included in the Agreement as an attachment to Exhibit 1 of this Agreement.

1.2. Professional Services. Company is authorized to resell Zoom professional services or may provide its own installation and other professional services as requested by the Customer. Such services shall be described on one or more Statements of Work signed by Company and Customer that reference this Agreement (“SOW” or “Statement of Work”). Each such SOW shall be deemed to be included in the Agreement as an additional attachment to Exhibit 2 of this Agreement.

1.3. Delivery and Installation. All risk of loss passes to Customer upon delivery of any purchased equipment to the installation site. The equipment delivery date shall be at a time to be mutually agreed upon by the parties. Title to any equipment purchased from PFI shall pass to Customer upon the date that the equipment is delivered to the installation site.

1.4. Zoom Reseller Customer Terms of Service. Customer’s use of and access to Zoom’s website, products, services and associated software is conditioned upon compliance with and acceptance of the Reseller Customer Terms of Service. By signing this Agreement Customer acknowledges that is has read, understands and will comply with these Reseller Terms of Service and all other Zoom notices and terms.

The full Zoom Reseller Customer Terms of Service are available at https://explore.zoom.us/en/eulaterms-of-service.

1.5. Zoom Phone Native Services. If Customer chooses to procure Zoom Phone Native Service, such choice is said to be a directive and mandate to the Company to procure Zoom Phone Native on Customer’s behalf for the benefit of the Customer and its end users (the “Mandate”). All Zoom Phone Native Services are subject to Mandatory Flow Down Terms which are included in this Agreement as Exhibit 3.

2. SERVICE FEES, BILLING AND PAYMENT

2.1. Service Fees. Shall mean the fees that Zoom charges for the Service(s) for each Customer.

2.2. Metered and Variable Billings. Zoom Phone Native Services that are subject to metered/variable billing and are billed based on the Customer’s use and consumption. For clarity, metered/variable billings are considered additional Service Fees. Company shall bill in arrears for usage on a metered/variable billing plan based on the number of call minutes the Customer utilizes in the prior month, multiplied by the applicable Zoom Phone Native Services calling rates set forth at https://zoom.us/billing/pbx/rates.

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2 2.3. Professional Services Billing. Customer will be invoiced for the Professional Services Fees as set forth in each SOW.

2.4. Reimbursable Expenses. Customer will reimburse all pre-approved travel and other expenses incurred in connection with the delivery of services under this Agreement.

2.5. Payment Terms. Unless otherwise stated in any services or sales order, Customer will pay all invoices within thirty (30) days of the date of the applicable invoice by check, ACH or wire transfer. All payments are non-refundable and PFI will charge an administrative fee for returned checks.

2.6. Cost of Collection. Customer shall be liable for any reasonable expenses incurred by Company in collecting any amount due under this Agreement and any Orders, or in enforcing any obligation under this Agreement or any Orders, including without limitation collection agency costs, reasonable attorney’s fees, and court costs.

3. TERM AND TERMINATION

3.1. Term; Automatic Renewal. Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term; as the case may be, unless either party provides written notice of termination at least sixty (60) calendar days prior to commencement of a Renewal Term.

4. WARRANTIES; DISCLAIMERS

4.1. Where Company acts as a reseller of third-party technology, Company represents and warrants that any third-party technology provider has authorized Company to grant licenses or sublicenses to use their products, including but not limited to the third-party technology, for use in Company’s performance of the solution and Customer’s use in connection therewith.

4.2. The Company technology and third-party technology may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

4.3. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” ‘WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS

OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PACKET FUSION MAKES NO

REPRESENTATIONS OR WARRANTIES THAT USE OF THE CLOUD SERVICES WILL BE UNINTERRUPTED, TIMELY, COMPLETE, OR FREE FROM ERROR OR DEFECT.

4.4. Company warrants that any Professional Services or other Services provided by the Company will be performed in a professional and workmanlike manner and in accordance with applicable requirements of each SOW.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT

WILL PACKET FUSION AS RESELLER OF ZOOM SERVICES BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS

INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR

INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER

SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER

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3 LEGAL THEORY, EVEN IF ZOOM, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ZOOM’S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’

MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO FIFTY THOUSAND DOLLARS ($50,000.00).

Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.

5.2. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Packet Fusion as Reseller, its officers, directors, employees, consultants, agents, and Zoom from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Your use of the Zoom Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law.

6. GENERAL

6.1. Confidentiality. During the course of reselling Zoom Services and any other products or services hereunder, Company may have access to confidential and proprietary information and materials of Customer (“Confidential Information”). Confidential Information includes and is not limited to, information related to past, present or future research, development or business affairs, any proprietary products, software, materials or methodologies, trade secrets or any other information which provides Company with a competitive advantage. Confidential Information shall be used by Company only in conjunction with the provision or performance of this Agreement and shall not be disclosed to any third party. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of Confidential Information. Upon Customer’s request or completion or termination of this Agreement, Company shall return all Confidential Information to Customer.

Company shall only disclose Customer Confidential Information to subcontractors, employees, officers, directors or affiliates (collectively, “Affiliated Persons”) who have a need to know such Customer Confidential Information in order to perform or provide the Services or other products or services for Customer related to Customer's systems, provided that such Affiliated Persons are subject to written confidentiality obligations with Company protecting Customer’s Confidential Information.

6.2. Security and Data Protection. Customer is solely responsible for instituting and maintaining security safeguards to protect Customer’s systems and data.

6.3. Independent Contractors. Neither party is an employee, agent or representative of the other party.

Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an association, joint venture, or partnership between the parties nor imposes any partnership liability upon either party.

6.4. Force Majeure. Neither party shall be liable or otherwise responsible for any nonperformance or delay in performance of any of obligations under this Agreement during any period in which performance is prevented or hindered by any Force Majeure event, including by way of example but without limitation, lightning strike and any other acts of God, fire, flood and other severe catastrophic weather conditions, pandemic, war, embargo, union strikes, explosions or riots.

6.5. Assignment and Subcontracting. This Agreement, including any order entered into hereunder, is assignable by either party with the other party’s prior written consent, which consent shall not be unreasonably withheld. Either party may assign this Agreement and orders entered hereunder, in whole or in part, to an affiliate, subsidiary, joint venture, or third party into which said party is merged or which acquires substantially all of a party’s assets or control of said party. Company may freely subcontract any or all of the work hereunder, provided that Company shall retain responsibility for the work subcontracted.

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4 6.6. Notices; Party Representatives. All notices, demands or other writings to be made, given or sent hereunder or which may be so given or made or sent by Customer or Company to the other shall be deemed to have been given in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:

If to Company:

Packet Fusion, Inc.
4305 Hacienda Drive, Suite 440
Pleasanton, CA. 94588
ATTN: Legal
If to Customer:

City of Norco
2870 Clark Avenue
Norco, CA 92860

6.7. Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms.

6.8. Disputes. Any controversy, dispute or claim arising out of, or relating to, the interpretation of this Agreement shall be first subject to a thirty (30) day negotiation period between the parties in which each party shall disclose to the other all non-confidential documents, facts, statements and any other relevant information which may have any bearing on this dispute. Should such negotiations fail to resolve the dispute, either party may refer the dispute to arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association. The decision of the Arbitrator shall be based, exclusively, upon only this Agreement and the information disclosed by the parties during the negotiation period, and the law of the state in which the equipment is located. The Arbitrator’s decision shall be final and binding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

6.9. Governing Law; Entire Agreement. This Agreement, will be governed by the laws of the State of California, constitutes the entire Agreement between the parties and supersedes all prior oral and written proposals and communications. This Agreement takes precedence over the language of any implementing Customer purchase order or similar document. No modification to this Agreement is effective unless in writing and signed by both parties.

6.10. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then such provision shall be modified to the minimum extent necessary, in conformance with the intention of the parties, to cure such invalidity or unenforceability, and the remaining provisions shall continue in full force and effect.

6.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Signatures of parties on copies transmitted by facsimile or electronic signature shall be considered as signed original documents.

6.12. Construction; Section Headings. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor or against either party, and that any ambiguity shall not be interpreted against the drafting party. The section headings in this Agreement

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5 have been inserted merely for convenience, are not a part of this Agreement, and shall not affect the rights and obligations of the parties or the meaning of the language in this Agreement.

6.13. Survival. Sections 4-6 shall survive the expiration or termination of this Agreement.

Packet Fusion, Inc.

By:

Name: Sarah Ashley
Title: Vice President – Operations & Finance
Date:

City of Norco
By:

Name:

Title:

Date:

Page 44 of 349 ends

6 EXHIBIT 1

ZOOM SERVICES ORDERS
Exhibit 1 is comprised of all Zoom Services Orders entered into between the parties.

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Billed To Sold To
Customer: City of Norco Customer: City of Norco
Contact: Matt Boudreaux Contact: Matt Boudreaux
Address 1: 2870 Clark Avenue Address 1: 2870 Clark Avenue Address 2: Norco, CA 92860 Address 2: Norco, CA 92860
Email: [email protected] Email: [email protected] Phone: (951) 270-5663 Phone: (951) 270-5663
Auto Renew: No Quote/Order No: 59928892-CityofNorco-ZM
Initial Paid Subscription Term: 36 Months Quote/Order Date: 9/4/2025 Paid Period Start Date: TBD pending quote signing Quote/Order Expires: 10/4/2025 NASPO Master Contract Number: AR2472 Billing Type: Annual Billing Method: Email
Payment Terms: Net 30
Qty. PFI # PROVIDER # DESCRIPTION List Price Quote Price Ext Price Free Period
15 350142 Z1-BIZP-USCA-1-1YP-491 $ 264.50 $ - $ -
50 350130 ZP-USCA-TN-1-1YP-491 $ 58.80 $ - $ -
45 350133 PAR1-ZP-COMM-1YR $ 47.04 $ - $ -
1 350119 ZP-PRO-PAYG-USG-1-1YP-491 $ 1,176.00 $ - $ -
22 350241 ZP-PWP-1-1YP $ 294.00 $ - $ -
120 350214 ZP-USCA-UN-1-1YP-491 $ 176.40 $ - $ -
1 350102 USF-FEE-491 $ 1,652.29 $ - $ -
$ -
Year 2
15 350142 Z1-BIZP-USCA-1-1YP-491 $ 264.50 $ 222.00 $ 3,330.00 50 350130 ZP-USCA-TN-1-1YP-491 $ 58.80 $ 36.00 $ 1,800.00 45 350133 PAR1-ZP-COMM-1YR $ 47.04 $ 42.00 $ 1,890.00
1 350119 ZP-PRO-PAYG-USG-1-1YP-491 $ 1,176.00 $ 1,176.00 $ 1,176.00 22 350241 ZP-PWP-1-1YP $ 294.00 $ 246.00 $ 5,412.00
120 350214 ZP-USCA-UN-1-1YP-491 $ 176.40 $ 147.00 $ 17,640.00 1 350102 USF-FEE-491 $ 1,652.29 $ 1,652.29 $ 1,652.29
$ 32,900.29
Year 3
15 350142 Z1-BIZP-USCA-1-1YP-491 $ 264.50 $ 222.00 $ 3,330.00 50 350130 ZP-USCA-TN-1-1YP-491 $ 58.80 $ 36.00 $ 1,800.00 45 350133 PAR1-ZP-COMM-1YR $ 47.04 $ 42.00 $ 1,890.00
Zoom One Business Plus with Phone Number and
US/Canada Regional Unlimited Calling Plan
Annual Tier 1 (1-49 Users)
Zoom Phone US/Canada Telephone Number
Annual Tier 1 (1-9 Users)
Zoom Phone Common Area Only - Annual Tier

Year 2 Subtotal
Zoom Phone Common Area Only - Annual Tier
Start: 1 Tier End 9
Zoom Phone Pay As You Go - Commited
Usage - 1 Year Prepay
Zoom Phone Power Pack - Annual: Tier Start: 1
Tier End: 9
Zoom Phone Pro with Phone Number and
US/Canada Unlimited Calling Plan Annual Tier 1
(1-9 Users). Provides 1 US/CA DID per license.

USF Tax Fee Estimate
4305 Hacienda Drive | Suite #440 | Pleasanton, CA 94588 Packet Fusion, Inc.

Phone (925) 701-2000 | www.packetfusion.com
Free Period Subtotal
Zoom One Business Plus with Phone Number and
US/Canada Regional Unlimited Calling Plan
Annual Tier 1 (1-49 Users)
Zoom Phone US/Canada Telephone Number
Annual Tier 1 (1-9 Users)
Zoom Phone Pay As You Go - Commited
Usage - 1 Year Prepay
Zoom Phone Common Area Only - Annual Tier
Start: 1 Tier End 9
Zoom Phone US/Canada Telephone Number
Annual Tier 1 (1-9 Users)
Zoom One Business Plus with Phone Number and
US/Canada Regional Unlimited Calling Plan
Annual Tier 1 (1-49 Users)
USF Tax Fee Estimate
Zoom Phone Pro with Phone Number and
US/Canada Unlimited Calling Plan Annual Tier 1
(1-9 Users). Provides 1 US/CA DID per license.

Zoom Phone Power Pack - Annual: Tier Start: 1
Tier End: 9
Budgetary

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1 350119 ZP-PRO-PAYG-USG-1-1YP-491 $ 1,176.00 $ 1,176.00 $ 1,176.00 22 350241 ZP-PWP-1-1YP $ 294.00 $ 246.00 $ 5,412.00
120 350214 ZP-USCA-UN-1-1YP-491 $ 176.40 $ 147.00 $ 17,640.00 1 350102 USF-FEE-491 $ 1,652.29 $ 1,652.29 $ 1,652.29
$ 32,900.29
Year 4
15 350142 Z1-BIZP-USCA-1-1YP-491 $ 264.50 $ 222.00 $ 3,330.00 50 350130 ZP-USCA-TN-1-1YP-491 $ 58.80 $ 36.00 $ 1,800.00 45 350133 PAR1-ZP-COMM-1YR $ 47.04 $ 42.00 $ 1,890.00
1 350119 ZP-PRO-PAYG-USG-1-1YP-491 $ 1,176.00 $ 1,176.00 $ 1,176.00 22 350241 ZP-PWP-1-1YP $ 294.00 $ 246.00 $ 5,412.00
120 350214 ZP-USCA-UN-1-1YP-491 $ 176.40 $ 147.00 $ 17,640.00 1 350102 USF-FEE-491 $ 1,652.29 $ 1,652.29 $ 1,652.29
$ 32,900.29
Note: This quote does not include applicable taxes and fees. $ 98,700.87 Accepted and agreed as of the date specified below by the authorized representative of Customer Acknowledge and agreed as of the date specified below by the authorized representative of Reseller Year 3 Subtotal

Start: 1 Tier End 9
Zoom Phone Pay As You Go - Commited
Usage - 1 Year Prepay
Zoom Phone Power Pack - Annual: Tier Start: 1
Tier End: 9
Zoom Phone Pro with Phone Number and
US/Canada Unlimited Calling Plan Annual Tier 1
(1-9 Users). Provides 1 US/CA DID per license.

USF Tax Fee Estimate
Reseller Signature:

Print Name:

Date:

Print Name:

Customer Signature:

Total Quote
Zoom One Business Plus with Phone Number and
US/Canada Regional Unlimited Calling Plan
Annual Tier 1 (1-49 Users)
Zoom Phone US/Canada Telephone Number
Annual Tier 1 (1-9 Users)
Zoom Phone Common Area Only - Annual Tier
Start: 1 Tier End 9
Zoom Phone Pay As You Go - Commited
Usage - 1 Year Prepay
Zoom Phone Power Pack - Annual: Tier Start: 1
Tier End: 9
Zoom Phone Pro with Phone Number and
US/Canada Unlimited Calling Plan Annual Tier 1
(1-9 Users). Provides 1 US/CA DID per license.

USF Tax Fee Estimate
Year 4 Subtotal
Budgetary

Page 47 of 349 ends

Special Terms & Notes
https://explore.zoom.us/en/eula-terms-of-service/
The Privacy Policy has been updated and may be found here:
https://zoomgov.com/privacy
Zoom's standard Terms of Service are available here:
https://zoom.us/terms
https://support.zoom.us/hc/n-us/articles/360060661511-Cloud-recording-storage-capacity https://zoom.us/zoomconference/rates
Please note provisioning of Zoom licenses can take 4-7 business days.

Licensee further agrees that any order for public sector customers placed through a Zoom Reseller will be governed by the Zoom Reseller Customer Terms of Service which are found at:

Packet Fusion is a Reseller and Billing entity for the Zoom Services. All services and technical support to be provided directly by Zoom.

Overage charges can be incurred for cloud recording and audio conferencing licenses. Policy and pricing information may be found here:

Budgetary

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7 EXHIBIT 2

STATEMENT(S) OF WORK
Exhibit 2 is comprised of all SOWs entered into between the parties pursuant to this Agreement.

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CloudCare
Packet Fusion’s CloudCare combines priority response times, proactive system optimization, and personalized growth strategies to maximize your organization’s investment across your entire UCaaS ecosystem—including Meetings, Phone, and Contact Center. Whether it’s troubleshooting, updates, or long-term planning, our CloudCare Support ensures your collaboration solutions perform eFiciently and scale with your business needs.

Selection User Base
*Standard Solution Only*
Seat Count Price *Annually*
☒ Small 1 – 249 $2500
☐ Medium 250 - 499 $3500
☐ Large 500 - 1000 $4500
☐ Enterprise Greater than 1000
*Standard solutions do not include:

Third-Party Integrations, Advanced AI / Automation Features, Advanced Contact Center Features, Custom Development Integrations, or New Solution Deployments* Support Coverage Includes:

1. Simple Adds, Moves, and Changes (MAC’s) During Business Hours o Provided at no additional charge from 7:00 am to 5:00 pm PST, ensuring timely updates to your system.

2. Discounted After-Hours Labor Rates
o Reduced pricing for all support engagements lasting longer than 30 mins outside standard business hours. Perfect for businesses operating in multiple time zones, at $165 per hour.

3. Preferred Pricing for Advanced Tasks
o Discounted rates for services including but not limited to the following:
building new call flows, advanced user setups, 3rd party integrations, or API and custom development, at $145 per hour.

4. Proactive SLA Guarantees
o Non-emergency requests: response time within 4 hours to ensure minimal disruption.

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o Priority/emergency requests: 30-minute response time for urgent needs, such as critical outages.

5. Access to the Packet Fusion Customer Portal
o User-friendly platform for submitting and tracking tickets, accessing past ticket history, and receiving real-time updates on current issues.

6. Quarterly Solution Optimization and Optional User Coaching o Proactive system reviews to ensure all configurations align with current business needs, including call flow optimization and feature audits. o Access to quarterly end-user training to help staF fully utilize Provider’s features, reducing support tickets and improving productivity. o Access experienced consultants to discuss business growth, scalability, and emerging technologies to keep your systems modern and eFicient.

7. Manufacturer Direct Support Option
o Retain the flexibility to engage directly with Provider support if desired, giving you an additional layer of troubleshooting options.

Enhanced Adds, Moves, and Changes (MAC’s) Include:
• Name and extension changes.
• Modifying call groups, queues, auto receptionists, schedules. • Minor adjustments to existing call flow configurations (30 mins or less). • Troubleshooting and resolving common technical issues. • Answering user questions and providing feature guidance. • Activating new licenses or reassigning existing ones.

What’s Not Covered:

1. Major Call Flow Overhauls
o Designing or implementing significant structural changes to call flow configuration/s.

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2. Implementation of New Integrations or Solutions
o Deployment or integration of entirely new solutions, such as transitioning to Provider contact center.

Packet Fusion, Inc. City of Norco
(Company) (Customer)
_______________________________ __________________________________ (Authorized Signature) (Authorized Signature)
Name:________________________ Name:___________________________ Title: ________________________ Title: ___________________________ Date: ________________________ Date: ___________________________

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City of Norco
Scope of Work
For

TRUSTEDADVISOR PROJECT: STATEMENT OF WORK
PREPARED BY: PACKET FUSION, INC. SOLUTION ARCHITECT,JASON EGGERS DATE ISSUED: 9/10/2025

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City of Norco
Packet Fusion, Inc.

Professional Services – Statement of Work
This Packet Fusion Statement of Work for Professional Services (this "SOW") is executed by Packet Fusion, Inc. ("Packet Fusion”), and City of Norco (the "Customer'') pursuant to, and is subject to, the Packet Fusion ZOOM SERVICES RESELLER CUSTOMER AGREEMENT executed by Customer and Packet Fusion. Capitalized terms usedin thisSOW butnot otherwise defined shall have the respective meanings given to them in the ZOOM SERVICES RESELLER CUSTOMER AGREEMENT.

Statement of Work
The following activities shall be performed in accordance with this Statement of Work and the ZOOM SERVICES RESELLER CUSTOMER AGREEMENT at the location(s) and for the number of users and sites indicated in the attached Appendices:
(Section 1)
Included Services
Overview
Scope of
Implementation
Completion
Criteria
Cost
*13 Sites
*1 Go-Live Event
*180 UCaaS Users
*21 Auto Attendants
*6 Ring Groups/Call Queues
*4 ATA’s for Fax
*4 Overhead Paging Integrations (Algo 8301)
* Self-Paced provider training via instructional
- additional remote live training sessions available
at $290 per session (option)
videos and Knowledge Base Articles (KBA)
*User Acceptance Testing (UAT)
*Porting
*First Day of Service
The primary objective of
this project is the
seamless deployment of
a Unified
Communications as a
Service (UCaaS) solution
using Zoom.

Successful
porting and golive completion
with site
signoff
$18,341.40
*Packet Fusion will perform all services and provide all deliverables as outlined in the attached SOW, with payment terms of 50% due upon contract signing and 50% due upon successful completion. *

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City of Norco
Select Optional Services
☐ Optional
Onsite assistance installing hardware. Phones, Analog Adapters, Paging connection(s): PFI technicians will unbox, assemble, place, and cross connect new devices. “Provider” extensions will be registered, and connectivity will be verified with “Provider” portal. $8167.50
☐ Optional Remote instructor-led end user training sessions. $290/ per session General Project Management Deliverables
Packet Fusion will provide Project Management for delivery of services, following Packet Fusion’s standard implementation methodology. The Packet Fusion Project Manager will be responsible for the following activities in association with this Statement of Work (SOW).

I. Oversight and facilitation of project timelines and scheduling.

II. Determine and outline assignment of project resources to implement the “Provider” cloud solution. This includes Packet Fusion, “Customer”, and “Provider” resources.

III. Schedule planning sessions to develop an agreed upon deployment strategy.

IV. Schedule discovery sessions with “Cust-Short” stakeholders to gather required information to complete implementation workbook:
• User and Device Information
• Porting data/information (Direct Inward Dial [DID] and Toll-Free Numbers) • Call flow(s)
• Dial plan requirements (as needed)
• Premise Peering (PSTN/PBX) Requirements
• “Provider” Phone SSO
• Roles and Permissions
• Location information
• Desktop Phone information
• Call Queues (hunt groups) including call distribution methodology (simultaneous ring, sequential ring, rotating ring, etc.)
• IVR/Auto Receptionist
• Multi-line appearance (typically used by Administrative Assistants).

V. Coordinate project communications and documentation tracking.

VI. Create and maintain project implementation checklist.

VII. Schedule and manage project status meetings: Review of status, change control, issues management, risk mitigation and Go-Live tracking.

VIII. Porting coordination of “Customer” DID numbers to the “Provider” platform.

IX. Schedule UAT sessions: Verifying call flow design and functionality prior to Go-Live confirmation.

X. Packet Fusion PM to validate site Go-Live completed and finalize closure.

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City of Norco
Solution Discovery / Core Solution Configuration
The Packet Fusion team will collaborate planning, discovery, and design sessions with the “Customer” key stakeholders to gather the required information to complete and provide the following deliverables.

I. A Detailed project plan: Establish an outline of project timelines, schedules, and task assignments.

II. Implementation workbook: Document end users, ring groups, roles, class of service, phone numbers and assignments for pre-configuration approval. Upon approval, the Packet Fusion team will configure the “Provider” account per approved implementation workbook.

III. Call flow design: Build a visual design of “Cust-Short” call flow for pre-configuration approval. Upon approval, the Packet Fusion team will configure the “Provider” account per approved call flow design.

IV. User Acceptance Test plan: A document of detailed testing procedures to assure adherence to “Customer” system requirements.

V. Phone number port order: A complete list of numbers to be ported from existing to “Provider” for cut over.

VI. “Provider” Phone Readiness Review will be conducted for each location/location(s) identified in Section 1(Service Scope and Locations) of this Project Scope of Work to include:
• Wired Network test results
• Wireless Network test results
• The “Provider” Phone Readiness review shall contain statistics and metrics on the Customer’s current network environment to ensure Customer’s network is configured for optimal “Provider” performance.
• Packet Fusion will provide recommendations, as needed, to resolve network connectivity issues.

VII. Go-Live Readiness requirements.

VIII. Final solution design report: a comprehensive document detailing system setup, configuration, and knowledge transfer from Packet Fusion implementation team to the “Customer” system administrators.

Carrier Support
“Customer” is responsible for authorizing Packet Fusion to assist with telephone number(s) porting and to provide final validation for porting request(s) to new cloud solution. Packet Fusion’s Project Manager will partner with the customers team to ensure the Letter of Authorization (LOA) and Customer Service Record (CSR) are properly gathered and submitted for port order submission.

I. The Packet Fusion Project Manager will manage the submission of port requests and shall coordinate rejections/resubmissions with the Customer on a per site basis for up to 30 days from submission.

II. Customer shall provide Packet Fusion with all appropriate Letters of Authorization ("LOA"), billing information, Customer Service Record (CSR) and authorized signer for each location.

III. Packet Fusion PM will compile the port lists and work with your internal team and carrier(s) to validate detail against customer service records.

IV. The Packet Fusion PM/IE will collaborate with “Customer” and “Provider” to validate porting and call forwarding options to determine appropriate implementation plan.

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City of Norco
User Acceptance Testing – (UAT)
Once cloud solution configuration is complete, the Packet Fusion project team (PM and Engineer) will coordinate a UAT event to validate and test approved call flow design and end user feature functionality. If changes to call flow design or additional users or features are requested, additional time and material charges will apply and possibly impact agreed upon implementation timeline.

I. Packet Fusion Engineer will partner with “Cust-Short” site admin to review and test inbound auto attendant configuration and functionality.

II. Packet Fusion Engineer will partner with “Cust-Short” site admin to review user list and feature functionality and document results via test plan.

III. Post UAT testing Packet Fusion Project Manager and “Cust-Short” will finalize Go-Live date for proposed site.

End User Training
Packet Fusion implementation team will provide remote end user and system administration training sessions identified in section 1 (service scope and locations).

I. End user training will be conducted with the following groups recommended: End users, advanced or power users, supervisors, and administrative users. These sessions will be instructor-led remote training for up to 20 users per session. Sessions will be recorded and links to download recordings for future use will be provided.

II. System administration and knowledge transfer training sessions will be provided for system administrators.

III. Packet Fusion will schedule a quarterly follow-up item for any general training needs/questions and host make-up sessions, if desired.

Onsite Deployment Services
I. Per site station review. Gather the type and quantity of all telephone stations by location. And provide complete implementation workbook.

II. Phone deployment: PFI technicians will distribute, unbox, assemble, place, and connect all new IP phones.

III. Analog Adapters Deployment: PFI technicians will unbox, assemble, place, and cross connect new ATA devices. “Provider” extension will be registered to ATA device and connectivity will be verified with “Provider”.

IV. Analog Adapters for Paging connection(s): PFI technicians will unbox, assemble, place, and cross connect new ATA devices. “Provider” extension will be registered to ATA device and connectivity will be verified with “Provider”.

V. Final quality check of deployed phones to verify functionality and correct extension assignments.

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City of Norco
Engineering Services
The following services below will be performed if indicated in Section 1 (Service Scope and Locations) of the Project Scope of Work:

I. Premise Peering with existing PBX solutions to provide calling between migrations as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work. • Provide “Cust-Short” with specifications required for a Premise Peering PBX connection. • Complete “Provider” Portal configuration once SBC device is installed on network. • “Provider” will complete the provisioning of the SIP trunk between “Provider” and the SBC(s) • Packet Fusion will work with “Cust-Short” team to determine centralized dial-plan between current premise system and “Provider” phone service.

II. Analog Telephone Adapter/Gateway as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work
• Complete “Provider” Portal configuration once the Adapter/Gateway is installed on network. • Exact counts of analog adapters will need to be further scoped for final proposal.

III. Paging as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work • Complete “Provider” Portal configuration of “Provider”-supported paging devices once devices are installed and configured on network.

IV. “Provider” Phone Local Survivability (ZPLS)
• Register “Provider” Node to “Provider” Cloud
• Perform configuration for local survivability within the “Provider” Admin Portal • Perform initial alpha testing.

V. E911 setup via “Provider”’s nomadic E911
VI. Microsoft Teams integration
• Provide “Cust-Short” with specifications of “Provider”’s embedded application for dialing capability. • OPTIONAL: implement direct routing capability via an SBC Go-Live Support & Post Go-Live Adjustments
At Go-Live, Packet Fusion will provide technical support and assistance with any issues for Go-Live and Post GoLive support.

Customer Responsibilities
The Customer is responsible for aspects not specifically included in this Statement of Work (SOW). Out of scope items include:

I. The customers LAN/WAN infrastructure
II. Quality of Service (QoS) configuration
III. Firewall or Access Control List (ACL) configuration.

IV. Power over Ethernet (POE) port activation/ configuration

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City of Norco
V. Configuration and software installation on customer PCs VI. Decommission and disposal of any legacy equipment.

VII. Customization of individual User endpoints or phone settings VIII. procure Customer Service Reports (“CSR”) from existing carrier(s) for all locations and accounts requiring porting services, service addresses and Authorized Contacts for each phone bill/ carrier account; and BTN for each phone bill/ carrier account.

IX. Customer understands and agrees that they are responsible for gathering and assembling all data from any legacy systems.

X. All Customer-side premise PBX configurations, diagnostics, and/or troubleshooting XI. Re-flashing of existing phones and configuration of redirect URL via DHCP.

XII. Unboxing and placement of any new phones
XIII. Customer mobile device configuration, diagnostics, and/or troubleshooting XIV. Customer to provide all pre-recorded greetings and prompts.

Note: 911 location functionality requires customer completion of Registered E911Address and location information to Service Web
Delays and Changes
Changes to this SOW shall be made only in a mutually executed written change between Packet Fusion and Customer (a "Change Order,") outlining the requested change and the effect of such a change on the Services, including without limitation the fees and the timeline as determined by mutual agreement of both parties. Any delays in the performance of consulting services or delivery of deliverables caused by the Customer, including without limitation delays in completing and returning Customer documentation required during the call flow design or completing number porting request, may result in an adjustment of project timeline and additional fees.

Any changes or additions to the services described in this SOW shall be requested by a Change Order and may result in additional fees.

Agreed and Accepted: Agreed and Accepted:

Packet Fusion, Inc. City of Norco
(Company) (Customer)
_______________________________ __________________________________ (Authorized Signature) (Authorized Signature)
Name: ________________________ Name: ___________________________ Title: ________________________ Title: ___________________________ Date: ________________________ Date: ___________________________

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QUOTE
4305 Hacienda Drive, Suite 440, Pleasanton, Ca 94588
[email protected] 925-701-2072
www.packetfusion.com
** Packet Fusion Services for this Scope of Work will be provided on a time and materials basis, based on the actual number of hours incurred by Packet Fusion for all work performed during regular business hours. Work performed after hours and weekends will be at a 1.5x the standard billing rate. Travel time will be billed at .5x the standard billing rate and out of pocket expenses will be billed at cost. The following estimates are based on our discussions with the Company and the business requirements communicated to Packet Fusion to date. These estimates are subject to change, and this should not be considered a fixed fee bid.
*** Quote Expires 60 days from quote date.

Please email PO if required
Customer PO Number Customer Signature Date

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8 EXHIBIT 3
ZOOM PHONE NATIVE SERVICES – MANDATE
(MANDATORY FLOW DOWN TERMS)

1. Customer Agreement. Company shall state in writing, in each Customer Agreement, the following word for word, and where the word “Company” appears below, that means the party to this Schedule with Zoom:

Customer Mandate for Zoom Phone Native Services (Confidential Information). a. Customer has directed and mandated Packet Fusion, Inc. (“Company”) to procure the single supply of Zoom Phone Native Service on Customer’s behalf, for the benefit of Customer and its end users (the “Mandate”).
b. Company has entered into an agreement with Zoom pursuant to the Mandate, whereby Company matches the Customer to Zoom, and requests Zoom to provide Zoom Phone Native Service for Customer’s benefit and use.
c. Pursuant to the Mandate, Company is responsible for all contracting, billing, and payment collection on behalf of Zoom and related document administration for and from Customer. d. Per telecommunications regulations, Zoom is the provider of the Zoom Phone Native Services to Customer.

2. Customer Agreement for Zoom Phone Native Service. Company must include the following terms in the Customer Agreement for ordering Zoom Phone Native Service:
a. Zoom Phone Numbering Policy. Customer’s use of Zoom Phone Native Services is subject to the Zoom Phone Numbering Policy published at
https://explore.zoom.us/docs/doc/Zoom-Phone-Numbering- Policy.pdf. b. Zoom Terms and Policies. Customer’s use of the Zoom Phone Native Service issubject to all applicable Zoom Notices & Policies published at https://zoom.us/legal, and the Zoom Reseller Customer Terms of Service published at: https://zoom.us/docs/en-us/EULAterms-of-service.html (notwithstanding the title of such Reseller Customer Terms of Service, they also apply to Customers of partners acting under Mandate). c. Emergency Services.
i. All applicable emergency calling notices and terms as published on Zoom’s website at https://zoom.us/legal apply to Customer’s use of Zoom Phone Native Services.

3. Emergency Services Limitation of Liability. Company must include the following terms in the Customer Agreement for ordering Zoom Phone Native Service:

EMERGENCY SERVICES LIMITATION OF LIABILITY. NOTHING IN THIS CUSTOMER AGREEMENT IS INTENDED TO IMPLY OR CREATE LIABILITY FOR ZOOM FOR:
a. ANY FAILURE OF EMERGENCY SERVICES, OR INABILITY TO REACH OR USE

EMERGENCY SERVICES INCLUDING WITHOUT LIMITATION DUE TO AN OUTAGE OF ZOOM SERVICES; OR THE INABILITY TO PLACE OR COMPLETE EMERGENCY CALLS

FROM ANY ZOOM-ENABLED DEVICE, CUSTOMER LINE, OR CUSTOMER PREMISES,

OR INABILITY TO ACCESS EMERGENCY PERSONNEL
b. ANY FAILURE OF ANY EMERGENCY RESPONDERS TO RESPOND, OR TO RESPOND

TO THE CORRECT LOCATION WHERE THE EQUIPMENT, CUSTOMER, OR CALLER IS PHYSICALLY PRESENT OR WHERE SUCH EMERGENCY SERVICES ARE REQUIRED; AND c. ANY FAILURE OF EMERGENCY SERVICES, OR INABILITY TO REACH OR USE EMERGENCY SERVICES DUE TO CIRCUMSTANCES OUTSIDE OF ZOOM’S CONTROL INCLUDING BUT NOT LIMITED TO: (A) LOSS OF ELECTRICAL POWER; (B) LOSS

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9 OF INTERNET CONNECTIVITY; (C) DEFECTIVE OR MISCONFIGURED EQUIPMENT; (D) NETWORK CONGESTION; (E) DELAYS ASSOCIATED WITH UPDATING THE REGISTERED SERVICE LOCATION; (F) RESTRICTIONS CREATED BY NON-VOICE EQUIPMENT; (G) RELOCATED EQUIPMENT, INCLUDING OUTSIDE OF THE TERRITORY; (H) THE SIMULTANEOUS USE OF ONE LINE WITH MULTIPLE PIECES OF EQUIPMENT; (I) FAILURE OF EMERGENCY RESPONSE CENTERS TO ANSWER AN EMERGENCY CALL; (J) FAILURES OF ANY THIRD PARTIES THAT ARE RESPONSIBLE FOR ROUTING EMERGENCY CALLS; (K) THE USE OF NON-NATIVE TELEPHONE NUMBERS; (L) FAILURE OF ANY EMERGENCY SERVICE PERSONNEL TO CALL BACK DIRECTLY TO

THE NUMBER FROM WHICH AN EMERGENCY CALL WAS MADE OR FAILURE OF EQUIPMENT TO RECEIVE CALLBACKS FROM EMERGENCY SERVICE PERSONNEL; OR (M) NATURAL DISASTERS, FIRES, FLOODS, STORMS, EARTHQUAKES, ACCIDENTS,

WAR, TERRORIST ACTS OR OTHER ACTS OF INSURRECTION, LABOR DISPUTE WITH

REGIONAL IMPACT, OR MALFUNCTION OF UTILITY, COMMUNICATION OR TRANSPORTATION SYSTEMS.

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TrustTerms Of Service

ZOOM TERMS OF SERVICE
Effective Date: August 11, 2023
Please read these terms of service (“Terms of Service”) and the Zoom Services Description (collectively, this “Agreement”) carefully. This Agreement is between you and Zoom Communications, Inc. and its affiliates (“Zoom,” “we,” “us,” or “our”) and governs your access to and use of our Services and Software, unless you and Zoom have entered into a written Master Subscription Agreement (MSA), in which case such MSA will govern your access to and use of the Services and Software and not these Terms of Service. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the Zoom Services Description, or in Section 34 below.

We may provide the Services and Software through Zoom Communications, Inc., our affiliate(s), or both. You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement.

READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27, that you and Zoom will arbitrate certain claims instead of going to court and that you will not bring class-action claims against Zoom; (ii) in Sections 12 and 14, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 15, that Zoom may make modifications, deletions, and additions to these Terms of Service and our Service Description; and (iv) in Section 26, that you release Zoom from, and waive your right to recover from Zoom, certain damages. You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and Zoom.

1. ACCOUNT INFORMATION; SHARING

1.1 Registration; Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that Zoom has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.

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1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by Zoom in writing.

You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable.

You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Zoom’s prior express written approval.

2. ORDERING SERVICES

2.1 Order Form. You may order the Services through an online registration or order form approved and authorized by Zoom (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by Zoom. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by Zoom, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. Zoom will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. Zoom may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or Software.

2.2 Minimum Commitment. You will maintain your minimum quantity of the Services set forth on your Order Form for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order Form will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order Form.

2.3 Outstanding Balance; Late Payment. Without limiting our rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge that Zoom is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.

3. ACCESS AND USE; SOFTWARE LICENSE

3.1 Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install Zoom software (“Software”), Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in Zoom’s sole discretion.

3.2 Documentation License. Subject to the terms and conditions in this Agreement, Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, nonsublicensable, and royalty-free license for you to use Zoom-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or thencurrent Renewal Term.

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3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of Zoom. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, Zoom owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in Zoom. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.

4. RESPONSIBILITY FOR USE AND END USERS

4.1 Use of the Services; End User Responsibility. You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement.

Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Zoom policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Zoom.

4.2 Violations by End Users or Third Parties. Zoom assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Zoom at [email protected].

4.3 Liability for Content and Data. Under no circumstances will Zoom be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.

4.4 Investigation of Use. Zoom may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.

5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the

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foregoing requirements are your responsibility, and Zoom may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.

6. USE OF BETA SERVICES
If you use any beta services, products, or software offered or made available by Zoom, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.

7. RECORDINGS
You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host or Phone Host. A Host or Phone Host can choose to record, for example, meetings, webinars, or a phone call. By using the Services, you authorize Zoom to store recordings. You will receive a notification (visual or otherwise) when recording is enabled.

If you do not consent to being recorded, you can choose to leave the recorded session.

8. PROHIBITED USES
You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Zoom’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Zoom security systems; (xi) use the Services or Software in violation of any Zoom policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Zoom.

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9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Zoom and Zoom’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.

10. DATA USAGE, LICENSES AND RESPONSIBILITIES

10.1 Customer Content. Data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services or Software, together with any resulting transcripts, recordings, outputs, visual displays, or other content, is referred to as Customer Content.

10.2 Permitted Uses and Customer License Grant. Zoom will only access, process or use Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as required by Law; or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Zoom a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses.

Zoom does not use any of your audio, video, chat, screen sharing, attachments or other communications-like Customer Content (such as poll results, whiteboard and reactions) to train Zoom or third-party artificial intelligence models.

10.3 Our Obligations Over Your Customer Content. Zoom will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Customer Content. Zoom will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. Zoom may use consultants, contractors, service providers, subprocessors, and other Zoom-authorized third parties in connection with the delivery of the Services or Software. Zoom will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law.

10.4 Customer Responsibilities. You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third party rights. Zoom may delete any Customer Content, at any time without notice to you if Zoom becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein.

10.5 Service Generated Data. Telemetry data, product usage data, diagnostic data, and similar data that Zoom collects or generates in connection with your or your End Users’ use of the Services or Software are referred to as Service Generated Data. Zoom owns all rights, title, and interest in and to Service Generated Data.

11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN

11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our

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attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.

11.2 Restrictions on Use by Children. Zoom is not intended for use by individuals under the age of sixteen (16) years old, unless it is through a School Subscriber (as defined in the Zoom Services Description) using Zoom for Education (K-12).

12. PAYMENTS AND CHARGES

12.1 Charges. You agree that Zoom may charge your credit card, debit card, or other payment mechanism selected by you and approved by Zoom (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Zoom submits to your chosen Payment Method before Zoom could reasonably act on your changes. Additionally, you agree to permit Zoom to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Zoom further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Zoom to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

12.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are noncancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by Zoom, required by Law, or set forth in your Order Form.

12.3 Changes to Pricing. Zoom may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Zoom will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.

12.4 Promotional Rates and Discounts. Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. Zoom reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.

12.5 Collection of Charges. You agree that if Zoom is unable to collect the Charges for the Services through your Payment Method, Zoom may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you

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will be responsible for all costs and expenses incurred by Zoom in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, Zoom may collect interest at the lesser of

1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

12.6 Support Services and Updates. Zoom will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation (see Zoom Help Center), and (ii) standard updates to the Services and Software that are made generally available by Zoom to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. In accordance with applicable Law and the terms of this Agreement, Zoom reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.

12.7 Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, Zoom may terminate, suspend, or disconnect your Services immediately and without prior notice.

12.8 Billing Communications. You agree that Zoom may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

12.9 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.

13. TAXES

13.1 Taxes and Fees. Unless otherwise expressly specified by Zoom as required by applicable Law, all prices shown by Zoom and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by Zoom in accordance with applicable Laws. Zoom, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.

13.2 VAT Invoices. If required by Law, Zoom will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice may be issued electronically.

13.3 Tax exemptions. If you are exempt from any Taxes and Fees, you will provide Zoom with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. Zoom reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, Zoom reserves the right to charge applicable Taxes and Fees to you.

13.4 Payment of Taxes and Withholding. You will pay Zoom, and you are solely responsible for, any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional

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amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You also agree to provide Zoom with withholding tax certificates, upon Zoom’s request, to the extent a withholding certificate is required to be sent to Zoom under applicable Law, and you agree that Zoom may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.

13.5 Value-Added Tax – Customer Obligations. If Taxes and Fees are due towards the taxing authorities by you instead of Zoom, through the reverse charge or other similar mechanism, you will provide Zoom with all appropriate evidence for Zoom to demonstrate your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT Laws). Zoom reserves the right to review and validate your VAT registration number. If the VAT registration number is not valid, Zoom reserves the right to nevertheless charge the applicable VAT to you. For the avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that Zoom receives the full amount of payment required.

13.6 Tax Determination. Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Zoom as your ‘Sold To’ address. Zoom reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.

13.7 Use and Enjoyment. If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform Zoom of the Services that have been allocated, and you acknowledge that Zoom reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.

13.8 Disclosures to Taxing Authorities. In accordance with applicable tax Law, and notwithstanding any of Zoom’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4 or pursuant to our Government Request Guide, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.

14. TERM; TERMINATION AND SUSPENSION

14.1 Term; Automatic Renewal. Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to Zoom, via the billing portal (if available for your account) or in an email to [email protected], in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given

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Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.

14.2 Customer Termination. You may find information on how to terminate your account and Services located here. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 14.1. You may terminate this Agreement by providing written notice of termination if Zoom has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Zoom’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Zoom has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

14.3 Zoom Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Zoom may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Zoom chooses to suspend your Services and the failure to comply continues, Zoom may exercise any or all of its termination rights in this Section 14.3. Additionally, Zoom may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.

14.4 Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 14.5. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Zoom may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.

14.5 Deletion and Access to Customer Content After Termination. For thirty (30) calendar days following expiration or termination of this Agreement, Zoom will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section 14.5 is provided to you subject to and governed by this Agreement.

15. MODIFICATIONS TO THIS AGREEMENT

15.1 General Changes. Zoom may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms of Service will be posted here or in our Service Description located here, which you should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, Zoom will indicate the effective date of the Changes at the top of the Terms of Service located here or in our Service Description located here. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Zoom may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Zoom will provide

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you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

15.2 Other Changes. You agree that Zoom may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.

15.3 Change Notifications. It is your responsibility to keep your email address up to date for any notices that Zoom may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and the Services Description.

16. ZOOM PROPRIETARY RIGHTS; FEEDBACK

16.1 Feedback. If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) Zoom owns, and Zoom shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Zoom may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to Zoom on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as Zoom Confidential Information until Zoom, in its sole discretion, chooses to make any specific Feedback non-confidential.

16.2 Ownership of Zoom Property. Zoom, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“Zoom Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing Zoom Marks (all of the foregoing, collectively “Zoom Property”). You may not frame or utilize framing techniques to enclose any Zoom Marks, or other proprietary materials or information (including images, text, page layout, or form) of Zoom without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing Zoom Marks without our express prior written consent. No rights to use the Zoom Marks are provided to you herein.

16.3 Reservation of Rights. Zoom reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Zoom Property or other intellectual property provided in connection with this Agreement or the Services or Software.

17. CONFIDENTIALITY

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17.1 Definition. “Confidential Information” means: (i) with respect to Zoom, any information disclosed by, for, or on behalf of Zoom, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Zoom Confidential Information”); and (ii) with respect to you, any information disclosed by you to Zoom that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.3.

17.2 Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

17.3 Obligation of Confidentiality. You and Zoom shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Zoom will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein.

In addition to the foregoing permitted disclosures, Zoom also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

17.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this Section 17 and without limiting any other rights of Zoom, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software to the extent authorized in our Government Request Guide or as required by applicable Law; provided, however, that Zoom will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Zoom in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Zoom’s rights or property.

18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by Zoom, in connection with your or your End Users’

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use of the Services or Software. Zoom may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon Zoom’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify Zoom as specified here.

19. APPLE iOS TERMS OF USE
By accessing or downloading a Zoom application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.

20. MEDICAL DEVICE
You agree that Zoom Services and any Software provided under this Agreement, even if also subject to a separate business associate agreement, does not include, constitute, or otherwise consist of any medical device, product, or service cleared or approved by the U.S. Food and Drug Administration and are not intended for use in the diagnosis of, cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or conditions.

21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). Zoom is not responsible for, and Zoom hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether Zoom or a Service endorses, approves, or supports any such Third-Party Offerings. Zoom does not guarantee the interoperation, integration, or support of any Third-Party Offerings. Zoom may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and may be subject to other applicable country export control and trade sanctions Laws, including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and programs maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). Zoom will provide the U.S. export classification(s) applicable to its Services and Software upon request. You and your End Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services or Software or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) you and your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your End Users will not access or use the Services or Software, or export, re-export, divert, or transfer the Services or Software, in or to such countries or territories; (b) are not persons, or owned or controlled by 50% or more, individually or in the aggregate, by persons, identified on the U.S.

Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists or any similar applicable list maintained by a country’s regulatory authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State

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proliferation-related lists; (ii) you and your End Users located in Belarus, Myanmar (Burma), Cambodia, China, Russia, or Venezuela are not Military End Users and will not put Zoom Services or Software to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Customer Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) you and your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. Any list of countries specifically included in this clause will be deemed to be updated to the extent that any country or territory is added or removed under the Export Control and Sanctions Laws. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

23. NO HIGH RISK USE AND SAFE USE

THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR

HIGH-RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING

OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION

SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY HIGH-RISK ENVIRONMENT. YOU FURTHER AGREE NOT TO

USE THE SERVICES OR SOFTWARE IN AN UNSAFE MANNER, INCLUDING WHILE

DRIVING, WALKING, OR OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS, OR OTHERS MAY ARISE OR RESULT.

24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND

ZOOM, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL

WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ZOOM, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE

ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK.

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. ZOOM

DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING

CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.

25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Zoom and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Services or Software, (ii) your or your End User’s breach of this Agreement

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or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.

26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

ZOOM AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;

UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;
A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE; OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR

DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO

THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO

ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS

AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT

LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS

AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE

POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF

DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU

TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.

27. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER You agree to resolve certain disputes with Zoom through binding arbitration (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.

27.1 Covered Disputes. You and Zoom agree that any dispute or claim between you and Zoom arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with Zoom, will be resolved by

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binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS HAVE BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION IN THOSE ACTIONS.

27.2 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or Zoom: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

27.3 Informal Dispute Resolution First. We want to address any Disputes without needing arbitration. If you have a Dispute with Zoom, prior to initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: Litigation Department, Zoom Communications, Inc., 55 Almaden Blvd., San Jose, CA 95113 so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if Zoom has a Dispute with you, Zoom will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Zoom account. If the Dispute is not resolved within sixty (60) calendar days of when either you or Zoom submitted a Pre-Arbitration Demand, an arbitration can be brought. If you or Zoom have a Dispute involving claims under the exception to arbitration in Section 27.2(2), then this Section 27.3 does not apply to such Dispute. You agree that compliance with this Section 27.3 is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

27.4 Arbitration Procedure. If, after completing the informal dispute resolution process set out in Section 27.3, either you or Zoom wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you shall be sent to the Zoom Litigation Department address in Section 27.3. Zoom will send any arbitration demand to the email address associated with your Zoom account or to your counsel, if any.

You and Zoom agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for whatever reason, then the state laws governing arbitration procedures where you reside apply.

The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration shall be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. §

5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.

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Arbitration hearings will take place through videoconferencing by default, unless you and Zoom agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction.

An arbitration award shall have no preclusive effect in another arbitration or court proceeding involving Zoom and a different individual. The arbitrator shall have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Mass Action Waiver in Section 27.6, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

If a request to proceed in small claims court (see Section 27.2(1)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. If you or Zoom challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election shall be severed from this Arbitration Agreement as to your Dispute. However, such court determination shall have no preclusive effect in another arbitration or court proceeding involving Zoom and a different individual.

27.5 Jury Trial Waiver. You and Zoom hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Zoom are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 27.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

27.6 Mass Action Waiver. You and Zoom agree that, except as specified in Section 27.7 below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 27.6 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Zoom agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the state or federal courts located in San Jose, California. This subsection does not prevent you or Zoom from participating in a class-wide settlement of claims.

27.7 Bellwether Arbitrations. To increase the efficiency of administration and resolution of arbitrations, you and Zoom agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands shall be filed with the arbitration provider, and the parties shall hold in abeyance, and not file, the non-Bellwether Arbitrations. Zoom will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the requirement to file within one (1) year in Section 27.10 below, shall remain tolled when non-Bellwether arbitration demands are held in abeyance. While the

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Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider.

If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance.

All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section 27.3. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s costs shall be paid by Zoom.

The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.

Following resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”). The Global Mediation shall be administered by the arbitration provider administering the Bellwether Arbitrations. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.

The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Bellwether Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

The statutes of limitation applicable to each arbitration demand within a Mass Filing, including the requirement to file within one (1) year in Section 27.10 below, shall remain tolled from the time a party makes a Pre-Arbitration Demand to the time when that party files the arbitration demand with the arbitration provider.

27.8 Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for the arbitration hearing, you or Zoom may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30)

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calendar days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer (which, solely for purposes of offers of judgment, may include reasonable attorneys’ fees to the extent they are recoverable by statute, in an amount not to exceed the damages awarded).

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual settlement offer(s) or offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

27.9 Arbitration Costs. Except as provided for in a Mass Filing (see Section 27.7), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. If you have a gross monthly income of less than 300% of the federal poverty guidelines, you may be entitled to a waiver of certain arbitration costs.

27.10 Requirement to File Within One Year. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 27.2(2)) must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines shall be tolled while the parties engage in the informal dispute resolution process required by Section 27.3 above.

27.11 Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by sending an email to [email protected] within (i) thirty (30) calendar days of April 1, 2023 if you are an existing user, or (ii) thirty (30) calendar days of the date you created your account if you are a new user. Your opt-out notice must be individualized and must be sent from the email address associated with your individual Zoom account. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of other individuals. Your notice to opt-out must include your first and last name, address, the email address associated with your Zoom account, and an unequivocal statement that you decline this Arbitration Agreement. If you do decide to opt out, that opt out will apply to this Arbitration Agreement and all previous versions thereof, and neither party will have the right to compel the other to arbitrate any Dispute.

However, all other parts of this Arbitration Agreement will continue to apply to you, and opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

27.12 Severability. Except as provided in Section 27.6 above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

28. ANONYMIZED AND AGGREGATED DATA
You agree that Zoom may obtain and aggregate technical and other data about your and your End Users use of the Services and Software on a de-identified or anonymized basis (“Aggregated Anonymous Data”), and Zoom may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the

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term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports.

29. US STATE LAW PRIVACY ADDENDUM
Where we process your personal data, personal information, or personally identifiable information in the provision of Services to you, you acknowledge that Zoom is acting on your behalf and you determine the means and purposes of the processing.

If you are (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal information” and “personal data” (as those terms are defined under the aforementioned Laws).

30. U.S. FEDERAL GOVERNMENT AND OTHER GOVERNMENT USERS
This Section 30 applies if you are a governmental or public entity, including the U.S. federal government or any agency or instrument of any federal, state, or local governmental entity. The Software is “commercial computer software” and the Services are “commercial services,” as defined at 48 C.F.R. § 2.101, and constitute “commercial computer software,” as defined in 48 C.F.R. § 252.227-7014(a)(1) and as used in 48 C.F.R. §§ 12.212 and 227.7202.

This commercial computer software and related Documentation is provided to you and your End Users for use, by you and on your behalf, with only those rights as are granted to all other end users pursuant to the terms and conditions herein. This Agreement, including (by way of example only) Sections 12.3 Changes to Pricing; 12.7 Termination or Suspension for Nonpayment; 14 Term, Termination and Suspension; 15 Modifications to this Agreement; 25 Indemnification; 27 Dispute Resolution, Arbitration Agreement, and Class Action Waiver; 33.3 Governing Law; Jurisdiction and Venue, apply to you except to the limited extent you are prohibited by applicable Laws of your jurisdiction from accepting such terms. If and to the extent any provision of this Agreement is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable Law, but to give maximum effect to this Agreement and the applicable terms as written.

31. POLICIES; DATA PROCESSING ADDENDUM

31.1 Privacy Statement. You consent to and agree to our Privacy Statement, and you are on notice of and acknowledge that our collection, sharing, and processing (which may include organizing, structuring, storing, using, or disclosing) of your personal data will be subject to our Privacy Statement and, if applicable, our Global Data Processing Addendum and US State Law Privacy Addendum.

31.2 Guides, Notices, and Other Policies. You consent to and agree to our applicable guides, statements, notices, and policies located at zoom.us/legal, including our Zoom Phone Acceptable Use Policy, Zoom Phone Numbering Policy, Acceptable Use Guidelines, 911 U.S.

Notice, 911 Canada Notice, EU Emergency Calling Notice, and Government Requests Guide, and you are on notice of and acknowledge that use of the Services by you or your End Users is subject to these guides, notices, and policies.

31.3 Data Processing Addendum. If you are a business, enterprise, or education account owner and your use of the Services requires Zoom to process an End User’s personal data under a data processing agreement, Zoom will process such personal data subject to Zoom’s Global Data Processing Addendum.

32. MARKETING

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You grant Zoom permission and the right to (i) identify you as a customer and to use your logo across Zoom marketing materials (e.g., the Zoom Website, emails, presentations, brochures), and (ii) develop content around your experience as a Zoom customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 32 will be created in cooperation with you and used only upon your written approval. Zoom will use any trademarks provided by you pursuant to clause (i) of this Section 32 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

33. MISCELLANEOUS

33.1 Assignment; Successors and Assigns. You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

33.2 Contracting Entity. If your Zoom account reflects a bill to or sold to address in India, the contracting entity under this Agreement shall be Zoom’s affiliate, ZVC India Pvt. Ltd.

33.3 Governing Law; Jurisdiction; and Venue. The laws of the State of California, U.S.A., regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement, except that the Federal Arbitration Act governs provisions relating to arbitration. Except as otherwise provided in Section 27, the parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California, and the federal courts in the Northern District of California. Notwithstanding the above, you and Zoom agree that this paragraph does not preclude either you or us from initiating any proceedings (including nullity proceedings) before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or Zoom. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.

33.4 Language and Translations. All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.

33.5 Merger; Integration. This Agreement constitutes and embodies the final agreement between you and Zoom and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and Zoom regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or

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(ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Zoom has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

33.6 No Agency Relationship. Zoom and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency.

33.7 No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Zoom and you.

33.8 Notice. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by Zoom) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Zoom at “Attention Legal Dept., Zoom Communications, Inc., 55 Almaden Blvd, San Jose, CA, 95113, Suite 600, USA.”

33.9 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and Zoom intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.

33.10 Survival. All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, Zoom’s Proprietary Rights, license rights granted by you to Zoom, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

33.11 Waiver. Zoom’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by Zoom’s duly authorized representative.

33.12 Interpretation. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

34. DEFINITIONS
The following definitions apply to this Agreement. Service-specific definitions are located in the Zoom Services Description.
“Customer Data” means information provided to Zoom so that Zoom can fulfill the terms of this Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name and information). “End User” means a Host or Participant who uses the Services.

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“Host” has the meaning given in the Zoom Services Description. “Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
“Law” means all U.S. or non-U.S. national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to Zoom’s provision of and your use of the Services or Software. “Meeting” has the meaning in the Zoom Services Description. “Participant” has the meaning in the Zoom Services Description. “Phone Host” has the meaning in the Zoom Service Description. “Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights. “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form. “Services” means (i) any services described in the Services Description and made available to you as set forth in an Order Form that references this Agreement, (ii) any free services provided by Zoom to you, in its sole discretion, in connection with this Agreement and whether or not described in the Services Description, (iii) any support services provided by Zoom to you in accordance with our then-current Documentation, an Order Form that references this Agreement, or both, and (iv) the Zoom Website, including any access to or use of the Zoom Web-based Application.
“Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes (including VAT), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof (exclusive of any income tax imposed on Zoom).
“VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by Zoom to you.
“Zoom Web-based Application” means Zoom’s web client available through the Zoom Website that allows you and End Users to join a Meeting in a web browser without downloading any plugins or software.
“Zoom Website” means Zoom’s website located at https://zoom.us/ or such other website as Zoom may maintain from time to time.

Updates to Section 10 to clarify Zoom’s data usage practices, narrow the scope of Zoom’s licenses and clarify that Zoom does not use audio, video or chat Customer Content to train its artificial intelligence models.

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.E.

To: Honorable Mayor and City Council Members
From: Joshua Calhoun, Finance Director
Prepared By: Julie Houser, Admin Analyst
Department: Finance
SUBJECT:

Quarterly Purchase Orders Listing Between $25,000 to $49,999 RECOMMENDATION:

Receive and file the Quarterly Purchase Orders Listing for the Quarter Ended September 30, 2025.

SUMMARY:

Quarterly review of purchase orders that fall under the City Manager's approval threshold of $25,000 - $49,999.

BACKGROUND:

On August 21, 2024, City Council discussed the approval authority granted to the City Manager under the City's purchasing ordinance and approved that an itemized list of Purchase Orders that fall under the City Manager's approval threshold of $25,000 - $49,999 be brought to City Council for review quarterly.

For Quarter Ended September 30, 2025, there were seven purchase orders between the amount of $25,000 and $49,999 - see attachment.

FISCAL IMPACT:

There is no fiscal impact for this item as these purchase orders are included in the FY 2025-26 Operating and Capital Improvement Program Budgets.

RELATIONSHIP TO STRATEGIC PLAN:

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This item is consistent with Strategic Direction #3 - Economic Development and Financial Stability: Assure financial stability by expanding development efforts, diversifying revenue sources and continuing prudent financial management.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):
1st Qtr Open PO's (Attachment #A)

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PO Number Date Amount Department
Purchase Order 2026-00000014 G/L Date 7/7/2025 35,000.00 F&M Purchase Order 2026-00000050 G/L Date 8/19/2025 39,459.78 F&M Purchase Order 2026-00000051 G/L Date 8/19/2025 25,000.00 Com Dev CIVICA LAW GROUP, APC-Hearing Officers for Code Case Purchase Order 2026-00000028 G/L Date 7/2/2025 25,000.00 PW Purchase Order 2026-00000032 G/L Date 7/2/2025 25,000.00 PW Purchase Order 2026-00000073 G/L Date 9/17/2025 27,856.00 PW Purchase Order 2026-00000008 G/L Date 7/7/2025 44,200.00 IT Total Count 7
KONICA MINOLTA- Site Agreement (OneRate) MFP Printers - FY26 Description
Security Services
SEMPER FI AUTOMOTIVE INC-Purchase Used 2021 Ford F-150 (NCP) HARDY & HARPER - FY 25-26 Annual On-Call Street Maintenance CORE & MAIN - Waterworks Parts Supplies FY 2025-26
CAELESTIS ENVIRONMENTAL CONTROLS INC-C.E.C. Pump Repair

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.F.

To: Honorable Mayor and City Council Members
From: Amanda Hamilton, Facilities and Maintenance
Director
Prepared By: Amanda Hamilton, Facilities and Maintenance Director
Department: Facilities and Maintenance
SUBJECT:

Approval of Supplemental Agreement for the use of 2025-26 Community Development Block Grant Funds for Project No. 2.NR.65-25 and Adoption of Resolution 2025-64 RECOMMENDATION:

Approve Supplemental Agreement for the use of 2025-26 Community Development Block Grant Funds for Project No. 2.NR.65-25 and Adopt Resolution 2025-64.

SUMMARY:

The City has been allocated a supplemental Community Development Block Grant (CDBG) in the amount of $15,000 for the 2025-26 program year to support Senior Recreation and Community Services at the Rose M. Eldridge Senior Center. These funds will be utilized to partially fund the salaries of three part-time staff positions responsible for providing essential services to seniors, including resource coordination, program development, and transportation facilitation.

BACKGROUND:

The Community Development Block Grant (CDBG) Program is a federally funded program established under the Housing and Community Development Act of 1974, as amended, designed to provide financial assistance for community development activities primarily benefiting low and moderate-income populations. The City participates in this program through a Cooperation Agreement executed with the County, designated as an “Urban County.”
On August 14, 2023, the City and County entered into a Cooperation Agreement setting forth the terms and conditions for the City’s participation in the County’s Urban County CDBG Program. The subject Supplemental Agreement provides an additional allocation of Fifteen Thousand Dollars ($15,000) in CDBG Entitlement funds to the City for the

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2025-26 program year, designated exclusively for Senior Recreation and Community Services - Project No. 2.NR.65-25.

The term of the Supplemental Agreement for Public Service Activities is one (1) year, commencing July 1, 2025, and terminating June 30, 2026.

FISCAL IMPACT:

The supplemental allocation increases the City’s total CDBG funding for the 2025-26 program year by Fifteen Thousand Dollars ($15,000). There is no requirement for City matching funds. The funds will be utilized solely in accordance with CDBG regulations and guidelines to support senior programming initiatives.

RELATIONSHIP TO STRATEGIC PLAN:

This item closely relates to Strategic Direction No. 3, "Economic Development and Financial Stability."
REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Supplemental Agreement 2025-2026 CDBG Funds
Resolution 2025-64Supplemental Agreement CDBG 2025-2026 Funds

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RESOLUTION NO. 2025-64

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF NORCO, CALIFORNIA, APPROVING A

SUPPLEMENTAL AGREEMENT WITH THE COUNTY
OF RIVERSIDE FOR PROJECT NO. 2.NR.65-25 –

SENIOR RECREATION AND COMMUNITY SERVICES
UNDER THE 2025–2026 COMMUNITY

DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
WHEREAS, the Community Development Block Grant (CDBG) Program was established pursuant to the Housing and Community Development Act of 1974, as amended, to provide funding for the development of viable urban communities, including decent housing, a suitable living environment, and expanded economic opportunities primarily for persons of low and moderate income; and
WHEREAS, the City of Norco entered into a Cooperation Agreement with the County of Riverside, dated August 14, 2023, enabling the City’s continued participation in the County’s Urban County CDBG Program; and
WHEREAS, the County has allocated to the City a supplemental amount of Fifteen Thousand Dollars ($15,000) in CDBG Entitlement funds for the 2025–2026 program year to implement Project No. 2.NR.65-25 – Senior Recreation and Community Services; and WHEREAS, this project provides critical public service activities for seniors at the Rose M. Eldridge Senior Center, including community resource assistance, program coordination, and transportation scheduling, and will partially fund three part-time staff positions; and
WHEREAS, the Supplemental Agreement establishes the terms for implementation of Project No. 2.NR.65-25 for the one-year period beginning July 1, 2025, and ending June 30, 2026.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Norco, California, approves the Supplemental Agreement with the County of Riverside for the use of CDBG funds in the amount of Fifteen Thousand Dollars ($15,000) for Project No.

2.NR.65-25 – Senior Recreation and Community Services
PASSED AND ADOPTED by the City Council of the City of Norco, California, at a regular meeting held on October 15, 2025.

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Resolution No. 2025–64 Approving a Supplemental Agreement with the County of Riverside for Project No. 2.NR.65-25

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October 15, 2025
_________________________
Greg Newton, Mayor
City of Norco, California
ATTEST:
_________________________
Dana Roa, CMC, City Clerk
City of Norco, California

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I, Dana Roa, CMC, City Clerk of the City of Norco, California, do hereby certify that the foregoing Resolution was introduced and adopted by the City Council of the City of Norco, California, at a regular meeting thereof held on October 15, 2025, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Norco, California, on October 15, 2025.
________________________
Dana Roa, CMC, City Clerk
City of Norco, California

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.G.

To: Honorable Mayor and City Council Members
From: Lisette Free, City Manager
Prepared By: Lisette Free, City Manager
Department: Administration
SUBJECT:

Amendment for contractual legal services with Fitzgerald Kreditor Bolduc Risbrough LLP (FKBR) and Adoption of Resolution No. 2025-65 amending the FY 2025-26 Budget.

RECOMMENDATION:

SUMMARY:

On September 5, 2024, the City of Norco entered into an agreement with FKBR to provide legal services in connection with pursuing expansion of the Lake Norconian Club designation on the National Register of Historic Places not-to-exceed $25,000. In light of the services rendered and the additional legal support required to advance the Lake Norconian expansion, an amendment is requested to increase the total contract amount to $50,000.

BACKGROUND:

The Lake Norconian Club was listed on the National Register in 2000 as an example of an exclusive, architecturally significant resort. The original listing consisted of 92 landscaped acres with 13 contributing structures built between 1928 and 1931.

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The expansion is proposed because of the crucial role US Naval General Hospital Corona (NHC) played in the treatment of injured, sick, and wounded sailors and Marines during World War II and as the Navy’s primary and singularly significant weapons evaluation and assessment Cold War Missile Laboratory beginning in 1964, as well as its brief history as a pre-War resort.

The primary purpose of listing federal properties on the National Register is to ensure that significant national historic resources, including Districts, are considered before changes are made through sale, demolition, renovation, or reuse. Listing on the National Register does not prevent changes to historic resources; it simply requires consultation with interested stakeholders.

FISCAL IMPACT:

This agenda item will result in a total estimated cost of $50,000 for contractual legal services. Funding for this project is not included in the adopted FY 2025-26 Operating Budget, therefore, will require a budget amendment to increase appropriations in the General Fund budget (121.724.34105).

RELATIONSHIP TO STRATEGIC PLAN:

This item is consistent with Strategic Direction No. 4 - "Communication and Stakeholder Experience."
REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Resolution 2025-65 - Amending Budget (Attachment A)
Amendment No. 1 to FFBR Agreement

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RESOLUTION NO. 2025-65

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORCO,
CALIFORNIA, AMENDING THE FISCAL YEAR 2025-2026 OPERATING

BUDGET TO INCLUDE ADDITIONAL CONTRACTUAL LEGAL

SERVICES
WHEREAS, the Fiscal Year 2025-2026 Operating Budget for the City of Norco, California was adopted by the City Council on June 18, 2025; and WHEREAS, there is a need to amend the Operating Budget to incorporate additional funds for the FY 2025-2026 Operating Budget; and WHEREAS, the requested amendment includes the addition of $50,000 for additional contractual legal services in connection with pursuing expansion of the Lake Norconian Club designation on the National Register of Historic Places; and NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Norco at a regular meeting held on October 15, 2025 approved the amendment to the Operating Budget for Fiscal Year 2025-2026 to include additional funds of $50,000 for contractual legal services in connection with pursuing expansion of the Lake Norconian Club designation on the National Register of Historic Places.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORCO, HEREBY RESOLVES AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated as a material part of this resolution.

PASSED AND ADOPTED by the City Council of the City of Norco as a regular meeting held on October 15, 2025.
______________________________
Greg Newton, Mayor
City of Norco, California
ATTEST:
________________________
Dana Roa, CMC, City Clerk
City of Norco, California

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Resolution No. 2025-X65

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October 1, 2025
I, Dana Roa, CMC, City Clerk of the City of Norco, California do hereby certify that the foregoing Resolution was introduced and adopted by the City Council of the City of Norco at a meeting held on October 15, 2025 by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Norco, California on October 15, 2025. ________________________
Dana Roa, CMC,City Clerk
City of Norco, California

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AMENDMENT NO. 1 TO AGREEMENT BETWEEN

FITGERALD KREDITOR BOLDUC RISBROUGH

AND CITY OF NORCO
THIS FIRST AMENDMENT is made and entered into this [DATE] day of October, 2025, by and between the City of Norco (hereinafter "CITY") a municipal corporation, and Fitzgerald Kreditor Bolduc Risbrough, LLP, (hereinafter "CONSULTANT").

Recitals
WHEREAS, CITY and CONSULTANT previously entered into an Agreement for legal services in connection with pursuing expansion of Lake Norconian Club designation on the National Register of Historic Places; and WHEREAS, the Agreement established a not-to-exceed total contract amount of Twenty-Five Thousand Dollars ($25,000); and
WHEREAS, the parties do now desire to amend the Agreement to increase the total not to exceed amount to allow for the continuation of legal services under the same terms and conditions.

NOW, THEREFORE, the parties hereto agree as follows:

1. The total not-to-exceed amount under the Agreement is hereby increased from $25,000 to $50,000.

2. Except as expressly modified herein, all terms and conditions of the AGREEMENT, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 1, the date and year first written above
ATTEST: CITY OF NORCO
Dana Roa, City Clerk Lisette Free, City Manager
APPROVED AS TO FORM: CONSULTANT:

Attorney for the City Eoin L. Kreditor, Partner

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.H.

Acceptance of Pikes Peak Park Playground Replacement Project (Project No. 4407.8) as Complete
RECOMMENDATION:

Accept the Pikes Peak Park Playground Replacement Project (Project No. 4407.8) as complete, and Authorize the City Clerk to file a Notice of Completion with the County of Riverside.

SUMMARY:

The Pikes Peak Park Playground Replacement Project (Project No. 4407.8) has been successfully completed. The project involved the removal of outdated and unsafe playground equipment and the installation of a new ADA-compliant playground featuring inclusive play structures, impact-absorbing surfacing, shaded swing benches, and the replacement of nineteen deteriorated park benches. The work was performed by PlayCore Wisconsin, with a final contract amount of $1,154,932, completed within the authorized budget. The improvements have been well received by the community, with particular appreciation expressed for the addition of the zipline and tri-runner features.

BACKGROUND:

On July 17, 2024, the City Council approved a contract with PlayCore Wisconsin in the amount of $1,050,000, with authorization for contract change orders up to 10% of the original contract value. The Pikes Peak Playground Replacement Project involved the complete removal and replacement of existing playground facilities at Pikes Peak Park, the City’s most heavily utilized park. The previous playground equipment had exceeded its operational lifespan and no longer conformed to current safety and accessibility standards.

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The project scope included the installation of a fully ADA-compliant playground featuring inclusive play structures designed to accommodate children of diverse abilities. Impactattenuating rubberized surfacing was installed to enhance safety, along with the addition of two shaded swing benches adjacent to the playground area to improve user comfort.

Furthermore, nineteen park benches exhibiting significant deterioration and safety hazards due to exposed metal components were replaced.

All work was performed in strict accordance with contractual requirements and relevant regulatory standards. The project was completed for a final contract amount of $1,154,932, which is within the City Council-authorized budget.

The successful completion of the Pikes Peak Playground Replacement Project significantly enhances the safety, accessibility, and overall recreational experience at the City’s most heavily utilized park.

FISCAL IMPACT:

This agenda item will not result in a fiscal impact.

RELATIONSHIP TO STRATEGIC PLAN:

This item closely relates to Strategic Direction No. 5, "Infrastructure and Asset Management."
REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Notice of Completion_Pikes Peak Park Playground

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Notice of Completion
Pikes Peak Park Playground Replacement Project
(Project No. 4407.8)

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.I.

To: Honorable Mayor and City Council Members
From: Alma Robles, Community Development Director
Prepared By: Patty Castreje, Administrative Assistant
Department: Community Development
SUBJECT:

A request for approval of a Professional Services Agreement with Willdan Engineering for Community Development Department Director/Management services.

RECOMMENDATION:

Approve a three-year Professional Services Agreement with Willdan Engineering to provide on-call Director/Management Services for the Community Development Department, as needed.

SUMMARY:

The city is in the recruitment phase for a Community Development Director. The City Manager has identified the need for an interim Director and on-going consultant planning services and is requesting approval of a three-year contract with Willdan Engineering to assist with on-call management planning services.

BACKGROUND:

On July 29, 2025, the city began outreach efforts to recruit a Community Development Director. The Director is responsible for the oversight of all functions and activities of the Community Development Department including planning, building and safety, and code enforcement; formulates departmental policies, goals, and directives; coordinates assigned activities with other City departments, officials, outside agencies, and the public; provides highly complex professional assistance to the City Manager in areas of expertise; and serves as a member of the City's Executive Management Team.

Willdan Engineering is a community development consulting firm that provides an array of planning activities; and, currently supports the Building and Safety Division with engineering and inspection services. The assigned interim Director would be primarily responsible for managing the day-to-day operations of the Department and other planning related duties.

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FISCAL IMPACT:

Contractual services for Director/Management services will be billed at $198 per hour.

Based on current estimates, the necessary funds have already been accounted for in the Fiscal Year 2025-26 Operating Budget. Funding for future years will be included in the respective fiscal year's Operating Budgets.

RELATIONSHIP TO STRATEGIC PLAN:

This agenda item is consistent with Strategic Plan Direction No. 1 - Public Health, Safety and Wellness: Enhance quality of life by promoting public health, safety and wellness initiatives for all community members.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Willdan Engineering - Proposal
Willdan Agreement - Community Development Services

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September 29, 2025
Ms. Lisette Free, CPA, CFE
City Manager
City of Norco
2870 Clark Avenue
Norco, CA 92860
Subject: Interim Community Development Director
Dear Ms. Free:

Pursuant to your recent inquiry, I wish to confirm that Willdan can and would be most pleased to provide on-call planning services to assist with the management of the Community Development Department. As a company founded on the principles of serving public agencies, Willdan understands the cities’ requirements for professional planning services and outstanding customer service. Providing on-call technical support to cities and counties is a key component of Willdan’s services and has been a cornerstone service for the firm since our inception. Willdan offers a team filled with dedicated and respected professionals along with a support team of experienced planners, engineers, construction managers, landscape architects, CDBG Analysts, and historic resources. All our staff members have served in public agencies prior to joining Willdan and understand municipal government.

Our team’s past assignments include staffing city/county planning departments, preparing and processing entitlement applications – conditional use permits, zone variances, tentative maps, design reviews, plan checks and general plan and zoning code amendments. Cities have used our planners to accomplish advanced planning tasks for community planning, specific plans, area plans and policy documents, ordinances, public engagement activities, public meetings, and interagency collaboration.

The Willdan Advantage
▪ Know-How to Move Projects Forward. Willdan planners incorporate our clients’ plans, direction, and goals with technical know-how – and will bring that expertise to the City of Norco. Many of our Willdan Planners provide design review, plan checking and entitlement processing services for many of our client cities. No matter where Willdan planners work, they easily adapt to the community’s challenges and priorities.
▪ Large Company with Boutique-Company Approach. We have the resources of a large company and are staffed by individuals who respect our clients’ unique needs. Every Willdan employee seeks to understand each Cities’ goals, policies, and practices, not only from what is written in their General Plans and Development Codes, but also how those goals and policies have been applied over time.

When our planners need technical support, Willdan has additional in-house discipline resources to cover almost every aspect of a planning project from engineering to municipal financing to energy conservation to environmental planning. However, when the need arises, we have existing relationships with a myriad of specialty subconsultants we can call upon to fill that need.

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▪ Staff Quality and Longevity. Willdan recognizes that our employees are our most important resource. We provide them with professional development, flexibility, challenge, active listening, and recognition of the strengths they bring to our team. Our employees are committed to finishing clients’ projects, especially the long-term ones and those that have been tabled and come back to life.

Mr. Mark Tomich will serve as your interim Director of Community Development. Mr. Tomich would work directly under your supervision and would be primarily responsible for managing the day-to-day operations of the Community Development Department, as well as other additional related planning assignments and duties, including, but not limited to, training of staff, managing advanced/complex development projects, design review, entitlement processing, plan check, and processing ADU applications. Interim Director services would be billed at $198.00/hr. which is a fully burdened or “allinclusive” billing rate. Mr. Tomich is available immediately.

Mr. Salvador Lopez Jr. will serve as the main point of contact throughout the on-call current planning contract. He can be reached by mail at Willdan Engineering, 13191 Crossroads Parkway North, Suite 405, City of Industry, CA 91746; by office phone at (562) 364-7600; by cell phone at (626) 831-1133; or by email at [email protected].

Our proposal demonstrates the advantages Willdan’s team brings to this on-call contract and how your firm can benefit from having Willdan as an integral part of your team. Willdan is the right firm with the right resources and the right experience to provide on-call planning consulting services to the City of Norco. We look forward to the continued opportunity.

Respectfully submitted,

Willdan Engineering

Salvador Lopez Jr.

Director of Planning

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Mark Tomich, AICP
Principal Planner
Mr. Mark Tomich is a Willdan Engineering Principal Planner with 35 years of experience. Mark has proven success leading teams to accomplish diverse community development objectives. Mark’s expertise is in planning management, CEQA, land use entitlement and regulatory permitting, long range policy development, zoning, natural resource conservation and utilization, historic preservation, assessment district formation, user fee updates, development agreements, and related grant and contract administration and budgeting. Mark’s experience includes teaching planning and environmental concepts in academic and on-the-job settings.

Relevant Project Experience
City of Colton, CA. Development Services Director. Led all land use functions for midsize city; population 54,000. Divisions within the Development Services Department include Building and Safety, Planning, and Business License. Rebuilt Department after years of significant decline in budget and service levels. Beginning with three employees, hired Economic Development Manager, Building Official, Planning Manager, Senior Planner, Associate Planner and Planning/Building Technicians; developed training programs/performance plans for new and existing staff. Re-engaged staff with local business community, with focus on business retention targets in retail and manufacturing sectors. Led efforts to update user fees and impact fees, formation of two Community Facilities (CFDs), two City-initiated specific plans, and comprehensive updates to Land Use, Housing and Circulation Elements. Re-initiated negotiations with U.S. Fish & Wildlife to develop Habitat Conservation Plan for 400-acre area targeted for development. Secured “Section 6 Planning Grant” to fund effort.

Negotiated two Development Agreements with industrial developers. Secured grant support to prepare revitalization plans for downtown area and distressed neighborhoods in South Colton.

Tomich Planning Services, San Juan Capistrano, CA. Planning Consultant.

Provided independent planning services to public and private sector clients in California, including project management, housing element updates, specific plan preparation, annexations, and interim department management. Managed preparation of specific plans, revitalization plans and annexations on behalf of The Planning Center (currently “Placeworks”). Prepared components of 12 Housing Element updates for cities and counties on behalf of JHD Planning. Prepared form-based zoning code on behalf of Civic Solutions, Inc.

City of Tustin, CA. Redevelopment Program Manager, Redevelopment Agency.

Provided key support for the Tustin Legacy (former Marine Corps Air Station, Tustin) redevelopment project team. Managed all caretaker and security contracts, ground leases and licenses for Tustin Legacy. Coordinated contamination clean-up activities between the City and Navy. Administered economic development activities (Local Agency Military Base Recovery Area) on behalf of the City of Tustin.

County of Nevada, CA. Planning Director, Community Development Department.

Directed all aspects of County Planning Department, serving an unincorporated population of 67,000. Annual budget of $2.6 million; staff of 16 professionals and clerical support. Built effective, fully funded and staffed planning department for Nevada County after seven years without a planning director. Provided leadership for Nevada County’s innovative countywide natural resources study, community design guidelines, creation of two park & recreation districts, and comprehensive general plan and zoning ordinance updates. Directed Code Enforcement Division for Nevada County (four officers), reducing multi-year backlog of cases.

Education
BA, Economics, Westmont
College, Santa Barbara, CA
MPA, California State
University, Fullerton, CA
Affiliations
American Institute of Certified
Planners
35 Years’ Experience

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City of Irvine, CA. Principal Planner, Community Development Agency. Served in several divisions and planning roles, including Current Planning, Policy Programs and Planning Services. Supervised planning staff (ranging from 2 to 5 planners). Served as City of Irvine’s “Environmental Coordinator,” prepared the City’s first CEQA Manual and trained staff in environmental analysis practices. Managed City of Irvine’s waste and recycling programs. Supervised team of current planners responsible for major subdivisions, use permits, zone changes and general plan amendments. Brought to completion many years of habitat/wetlands planning with adoption of the San Joaquin Marsh Enhancement Plan. Managed the City of Irvine’s role in the Central/Coastal Multi-Species Habitat Conservation Program and provided follow-up representation on the Board of Directors for The Nature Reserve of Orange County. Provided key staff support roles in military base reuse planning processes for both MCAS Tustin and MCAS El Toro.

Mark Tomich, AICP
Continued

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CITY OF NORCO

ON-CALL PLANNING SERVICES TO ASSIST WITH THE MANAGEMENT

OF THE COMMUNITY DEVELOPMENT DEPARTMENT
OCTOBER 7, 2025 THROUGH OCTOBER 6, 2028 (3-Year Contract) AGREEMENT

1. Parties and Date.

This Agreement is made and entered into this the 7th of October, 2025 by and between the City of Norco, a municipal corporation of the State of California, located at 2870 Clark Avenue, Norco, California 92860, County of Riverside, State of California, (hereinafter referred to as “City”) and Willdan Engineering, a corporation with its principal place of business located at 650 E. Hospitality Lane, Suite 250, San Bernardino, CA 92626, (hereinafter referred to as “Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. Recitals.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain planning services required by The City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing on-call planning services, to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the requirements of the City.

2.2 Project.

City desires to engage Contractor to render such services for on-call planning services to assist with the management of the Community Development Department (“Services”) as set forth in this Agreement.

3. Terms.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Building and Safety Division plan check services and the Planning Division project and environmental review services on an as-needed basis necessary for the Service (“Services”). The Services are more particularly described in Attachment 1 attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with this Agreement, and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The terms of this Agreement shall be from October 7, 2025 through October 6, 2028, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement for an additional two (2) years, as authorized by the City Manager.

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3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Attachment 1 attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates the Director of Planning, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates Patrick Johnson, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the

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standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Agreement, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be reemployed to perform any of the Services or to work on the Project.

3.2.8 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.9 Insurance.

3.2.9.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.

3.2.9.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the

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Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,500,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,500,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

3.2.9.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor.

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(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

3.2.9.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

3.2.9.5 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.9.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.9.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.9.8 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.10 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

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3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in the Proposal Form, attached hereto and incorporated herein by reference. The Services shall be performed on an “as needed” basis. Extra work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates project or address, category of service, fee, and person performing plan check; and any other item of information the City may deem necessary for tracking purposes including hours associated with service. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 Prevailing Wages. This contract will incorporate the provisions of the State Labor Code. Compliance with the prevailing rates of wages, apprenticeship employment standards, and Contractor registration program established by the State Director of Industrial Relations will be required. Affirmative action to ensure against discrimination in employment practices on the basis of race, color, national origin, ancestry, sex, or religion will be also required.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

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3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the follow address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor: Willdan Engineering
650 E. Hospitality Lane, Suite 400
San Bernardino, CA 92626
Attention: Patrick Johnson, PE
City: City of Norco
2870 Clark Avenue
Norco, CA 92860
Attention: Lisette Free
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the US Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.4 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.5 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage, or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees,

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agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Notwithstanding the foregoing, Contractor shall not be required to indemnify, defend, or hold harmless the City to the extend that any claim, demand or liability, damage or expense arises from the active or sole negligence or willful misconduct of the City, its officials, officers, employees, agents or volunteers.

Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.9 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this service.

3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.13 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

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

3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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

3.5.17 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.18 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.19 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.20 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
##

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CONTRACTOR:

Name of Contractor
*By
Signature
Name and Title
Date
*By
Signature
Name and Title
Date
OWNER: CITY OF NORCO, a municipal corporation
*By
Greg Newton, Mayor

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APPROVED AS TO FORM:
________________________________________
Harper & Burns, LLP Attorney for the City of Norco
ATTEST:

Dana Roa, CMC
City Clerk, City of Norco

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

3.J.

To: Honorable Mayor and City Council Members
From: Lisette Free, City Manager
Prepared By: Dana Roa, City Clerk
Department: Administration
SUBJECT:

The City of Norco and the Successor Agency of the Redevelopment Agency of the City of Norco Approval of an assignment of the May 22, 2007 Regulatory Agreement to Heritage Park Norco, LLC, a California limited liability company.

RECOMMENDATION:

SUMMARY:

Heritage Park Apartment (the “Community”) is an affordable housing community in the City of Norco financed in part by a 2007 loan from the Redevelopment Agency of the City of Norco. The City of Norco and/or the Successor Agency (jointly, "City") is the Successor in interest to the Redevelopment Agency. The Community is being sold, the 2007 loan is being repaid to the City, and the new owner is assuming the Regulatory Agreement covering the Community for the benefit of the City of Norco.

BACKGROUND:

Heritage Park Apartments (the “Community”) is an affordable housing community in the City of Norco financed in part in 2007 with a $5.1million loan from the Redevelopment Agency of the City of Norco. The City of Norco and/or Successor Agency is the successor in interest to the Redevelopment Agency. The 2007 Redevelopment Loan included recording a Regulatory Agreement restricting the Community to use as affordable housing with rent and income restrictions for a term of 57 years.

The current owner of the Community has contracted to sell the Community to Heritage Park Norco, LLC (“Heritage Buyer”). Heritage Buyer is owned by Affordable Housing Access, Inc., an Orange County based nonprofit owner and developer of affordable

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housing across California. Affordable Housing Access was founded in 1999 and has interests in over 21,000 units of affordable rental housing.

As part of this proposed transaction, sales proceeds will be used to pay to the City the entire remaining balance of the 2007 Redevelopment Agency loan, discharging the debt entirely. Heritage Buyer will also assume and agreed to be bound by the restrictions imposed on the Community under the recorded Regulatory Agreement for its entire remaining term, effectively preserving it as affordable housing.

Heritage Buyer has asked for the City to (i) approve its purchase of the Community and (ii) consent to the assignment by current owner and assumption by Heritage Buyer of the obligations under the Regulatory Agreement.

FISCAL IMPACT:

As part of the sale, the remaining portion of the 2007 loan would be repaid in the amount of $4,053,485 ($4,040,760 Principal and $12,725 Interest) and will be applied to the Successor Agency Fund.

RELATIONSHIP TO STRATEGIC PLAN:

This item is consistent with Strategic Plan Direction No. 3 - Economic Development and Financial Stability: Assure financial stability by expanding development efforts, diversifying revenue sources and continuing prudent financial management.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Assignment and Assumption of City Regulatory Agreement

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1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Heritage Park Norco, LLC
3920 Birch Street, Suite 103
Newport Beach, CA 92660
Attn: President
______________________________________________________________________________

ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT
(“Assignment”) is made as of the _____ day of October, 2025 (“Effective Date”) by and among Heritage Park Apartments, LP, a California limited partnership (“Assignor”), and Heritage Park Norco, LLC, a California limited liability company (“Assignee”).

RECITALS
A. Concurrently herewith, Assignor is selling to Assignee that certain real property located in the City of Norco, County of Riverside, State of California (the “Property”), as more particularly described on Exhibit A hereto, and more commonly known as “Heritage Park Apartments”.

B. The Property is subject to a Regulatory Agreement (“Regulatory Agreement”) dated as of May 22, 2007 entered into by the Redevelopment Agency of the City of Norco, a California public entity (“Agency”) and Wasatch Advantage Group, LLC, a Utah limited liability company, as predecessor in interest to Assignor, which Regulatory Agreement was recorded in the Official Records of Riverside County on July 2, 2007 as Instrument 0431342. The City of Norco and/or Successor Agency of the City of Norco Redevelopment Agency, a municipal corporation of the State of California (hereafter, jointly, “City”) is the successor in interest to the Agency with respect to the Regulatory Agreement.

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

1. Assignment of Regulatory Agreement. Assignor hereby assigns to Assignee the Regulatory Agreement and all of the rights, interests, benefits and privileges of the Assignor thereunder, and Assignee hereby accepts such assignment.

2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations of Assignor under the Regulatory Agreement for the benefit of City. This assumption shall have application only to those obligations under the Regulatory Agreement arising after the transfer of the Property to Assignee. It is understood and agreed that, by its execution hereof, Assignee agrees to indemnify, save and hold harmless Assignor from any and all liability, claims or causes of action, loss, cost or expense (including reasonable attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of its obligations under the Regulatory Agreement from and after the Effective Date.

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2 3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective parties hereto.

4. Notice. All correspondence and notices given or required to be given to the “Borrower” under the Regulatory Agreement, from and after the Effective Date, shall be provided to the Assignee and shall be addressed as follows:

Heritage Park Norco, LLC
c/o Affordable Housing Access, Inc.
3920 Birch Street, Suite 103
Newport Beach, CA 92660
Attn: President and CFO

5. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

6. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of California. [Signatures follow on next page]

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3 IN WITNESS HEREOF, Assignor and Assignee have caused this Assignment and Assumption of Regulatory Agreement to be executed effective as of the Effective Date.

ASSIGNOR

HERITAGE PARK APARTMENTS, LP,
a California limited partnership
By: Heritage Park Apartments, LLC,
a Utah limited liability company
Its Administrative General Partner
By: ___________________________
Name: Kipling S. Sheppard
Title: President
By: Western Community Housing, Inc.,
a California nonprofit public benefit corporation
Its Managing General Partner
By:___________________________
Name: Graham Espley-Jones
Title: President

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4 CERTIFICATE OF ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

STATE OF )
)ss.

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

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

WITNESS my hand and official seal.

Notary Public
Print Name:

My commission expires:

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5 CERTIFICATE OF ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

STATE OF )
)ss.

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

WITNESS my hand and official seal.

Notary Public
Print Name:

My commission expires:

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6 ASSIGNEE
Heritage Park Norco, LLC,
a California limited liability company
By: AHA Heritage Park MGP, LLC,
a California limited liability company,
its Sole Member and Manager
By: Affordable Housing Access, Inc.,
a California nonprofit public benefit corporation,
its Sole Member and Manager
By: _____________________________
Vasilios Salamandrakis, President

CERTIFICATE OF ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

STATE OF )
)ss.

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

WITNESS my hand and official seal.

Notary Public
Print Name:

My commission expires:

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7 CONSENT BY CITY
The City of Norco and Successor Agency of the Redevelopment Agency of the City of Norco, municipal corporations of the State of California (jointly “City”) as the successor in interest to the Redevelopment Agency of the City of Norco, California public entity, hereby acknowledges and consents to the transfer of the Property to Assignee and the foregoing assignment and assumption of the Regulatory Agreement between Assignor and Assignee, and releases Assignor from any obligations arising under the Regulatory Agreement after the Effective Date except for the duty to indemnity City where the act or failure to act giving duty to the duty to indemnify .

CITY OF NORCO and SUCCESSOR AGENY of the REDEVELOPMENT AGENCY OF THE

CITY OF NORCO,
municipal corporations of the State of California
By:

Name:

Its:

STATE OF )
)ss.

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

WITNESS my hand and official seal.

Notary Public
Print Name:

My commission expires:

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EXHIBIT A
Legal Description for Assignment and Assumption of Regulatory Agreement

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NORCO, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF SECTION 12, TOWNSHIP 3 SOUTH, RANGE 7 WEST, IN THE RANCHO LA

SIERRA, IN THE CITY OF NORCO, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGE(S) 70, OF MAPS, RIVERSIDE COUNTY RECORDS, DESCRIBED ASFOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY LINE OF HAMNER AVENUE, WHICH BEARS SOUTH 07° 27' 00" WEST ALONG THE WESTERLY LINE OF HAMNER AVENUE, 1,791.8 FEET

MORE OR LESS, FROM ITS INTERSECTION WITH THE CENTER LINE OF FOURTH STREET, AS SHOWN BY MAP OF RIVERSIDE ORANGE HEIGHTS TRACT NO. 2 ON FILE IN BOOK 7 PAGE(S) 54, OF MAPS, RIVERSIDE COUNTY RECORDS, SAID POINT BEING THE NORTHEAST CORNER OF THAT CERTAIN 30.09 ACRES TRACT OF LAND CONVEYED TO CHARLES L. SHAW BY DEED RECORDED MARCH 24, 1916 IN BOOK 440 PAGE(S) 40, OF DEEDS, RIVERSIDE COUNTY RECORDS;
THENCE NORTH 07° 00' EAST ALONG THE WESTERLY LINE OF SAID HAMNER AVENUE 600.00 FEET TO THE NORTHEAST CORNER OF PARCEL 1, AS CONVEYED TO GULF OIL CORPORATION OF CALIFORNIA BY DEED RECORDED MAY 1, 1964 AS INSTRUMENT NO. 53863; THENCE NORTH 82° 33' 00" WEST ALONG THE NORTHERLY LINE OF SAID PARCEL OF LAND

CONVEYED TO GULF OIL CORPORATION OF CALIFORNIA AND ITS WESTERLY PROLONGATION 400.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 07° 27' 00" WEST PARALLEL WITH THE WESTERLY LINE OF SAID HAMNER AVENUE 502.73 FEET TO THE WESTERLY PROLONGATION OF THE NORTHERLY LINE OF PARCEL 2 AS CONVEYED TO GULF OIL CORPORATION OF CALIFORNIA BY DEED RECORDED MAY 1, 1964 AS INSTRUMENT NO. 53863;
THENCE SOUTH 82° 33' 00" EAST ALONG THE WESTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID PARCEL 2 AS CONVEYED TO GULF OIL CORPORATION OF CALIFORNIA TO A POINT ON THE WESTERLY LINE OF SAID PARCEL 1, CONVEYED TO THE GULF OF OIL CORPORATION OF CALIFORNIA BY DEED RECORDED MAY 1, 1964 AS INSTRUMENT NO. 53863; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 1, CONVEYED TO THE

GULF OIL CORPORATION OF CALIFORNIA TO THE SOUTHEAST CORNER OF THAT CERTAIN PARCEL CONVEYED TO HAROLD V. GRENOBLE ET UX, BY DEED RECORDED NOVEMBER 5, 1965 AS INSTRUMENT NO. 126502;
THENCE NORTH 82° 31' WEST ALONG THE SOUTH LINE OF SAID PARCEL CONVEYED TO HAROLD V. GRENOBLE ET UX, 40.00 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE NORTH 07° 29' EAST ALONG THE WEST LINE OF SAID PARCEL CONVEYED TO HAROLD V. GRENOBLE ET UX, 100.00 FEET TO THE NORTHWEST CORNER THEREOF; THENCE NORTH 82° 33' 00" WEST 140.00 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.

APN: 129-261-001

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City Council

STAFF REPORT
Date: November 5, 2025 Agenda Item:

3.A.

To: Honorable Mayor and City Council Members
From: Dana Roa, City Clerk
Prepared By: Dana Roa, City Clerk
Department: City Clerk
SUBJECT:

Waive Reading of all Ordinance Adoptions on this Agenda and Read by Title Only RECOMMENDATION:

Waive reading, by title only, of all Ordinances and Resolutions. Said Ordinances and Resolutions which appear on the agenda shall be determined to have been read by title and further reading waived.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney

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City Council

STAFF REPORT
Date: October 15, 2025 Agenda Item:

5.A.

To: Honorable Mayor and City Council Members
From: Lisette Free, City Manager
Prepared By: Joshua Calhoun, Finance Director
Department: Human Resources
SUBJECT:

Adopt Resolution 2025-66, Establishing Update to the Annual Salary Ranges and Benefits for Management Classification of the City of Norco for Fiscal Year 2025-26 RECOMMENDATION:

Adopt Resolution 2025-66, Establishing Update to the Annual Salary Ranges and Benefit for the Management Classification of the City of Norco for Fiscal Year 2025-26.

SUMMARY:

The proposed Resolution updates compensation and benefit levels for Management personnel for fiscal year 2025-26. The resolution includes the addition of the Deputy City Manager/Director of Community Operations job classification.

BACKGROUND:

On June 18, 2025, the City adopted the salary and benefits resolution (Resolution No. 2025-39) for non-represented employee units consisting of Management Personnel.

The addition of the Deputy City Manager/Director of Community Operations position is to better align our structure with the current organizational needs.

The Deputy City Manager/Director of Community Operations will play a crucial role in enhancing the City’s quality of life by overseeing parks and recreation, including youth sports and core value–based recreational programs, facility maintenance, animal services, the Ingalls Event Center, Landscape Maintenance Districts, and Capital Improvement Program (CIP) projects. This position also provides oversight to the Veterans Commission and Parks and Recreation Commission.

Recreation supports Norco’s core values of health, wellness, community connection, honoring veterans, and preserving the City’s heritage by promoting Norco's equestrian and agrarian lifestyles and active living.

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This role ensures that essential services and infrastructure—including well-maintained parks, open spaces, City facilities, and animal services—are managed effectively, responsive to public needs, and aligned with long-term goals.

The position will provide oversight of both facilities and maintenance operations and community services, ensuring more efficient coordination and strategic planning across these critical service areas. As the City continues to implement long-term capital improvement projects and expand community programming, this role will help ensure alignment with Council priorities and timely execution of strategic initiatives.

The changes to the Resolution are an addition of the new job classification for the Deputy City Manager/Director of Community Operations position and respective update to the 2025-26 salary schedule.

FISCAL IMPACT:

Deputy City Manager/Director of Community Operations position was not included in the FY 2025-26 Operating Budget. However, this addition will realign departmental and organizational needs and provide cost savings in personnel costs.

RELATIONSHIP TO STRATEGIC PLAN:

This item is consistent with Strategic Plan Direction No. 2 - Human Capital: Build a sustainable workforce to meet the needs of the stakeholders consistent with Strategic Plan Direction No. 2 - Human Capital: Build a sustainable workforce to meet the needs of all stakeholders.

REVIEWED AND APPROVED BY:

Certified as to Availability of Funds: Joshua Calhoun, Finance Director Approved by: Lisette Free, City Manager
Approved as to Form: Harper and Burns, LLP, City Attorney ATTACHMENT(S):

Resolution 2025-66 - Establishing Updated Annual Salary Ranges and Classifications (Attachment A) (1)
Deputy City Manager Job Description (Attachment B)
Salary Schedule Management (Updated 10-15-2025) (Attachment C)

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RESOLUTION NO. 2025-66

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORCO,

CALIFORNIA, ESTABLISHING UPDATE TO THE ANNUAL SALARY

RANGES AND BENEFITS FOR MANAGEMENT CLASSIFICATIONS OF

THE CITY OF NORCO
WHEREAS, the following Management classifications of the City of Norco (“City”) are unrepresented in the employer-employee relationship and, therefore receive consideration from the City Council in recognition of the management nature and responsibility of the positions and contributions of the efficient and effective operations of the City; and
WHEREAS, individuals serving in these Management classifications are “at will” employees who serve at the pleasure of the City Manager; and WHEREAS, employees in these classifications are exempt under the provisions of the Federal Fair Labor Standards Act; and
WHEREAS, the City Council desires to update the compensation levels for classifications in Management Service; and
NOW THEREFORE, BE IT RESOLVED effective October 15, 2025 there shall be an update for the classifications covered by this Resolution as referenced in Exhibit A (Deputy City Manager - Director of Community Operations Job Description) and Exhibit B (Salary Schedule Management – updated).

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORCO, HEREBY RESOLVES AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated as a material part of this resolution.

PASSED AND ADOPTED by the City Council of the City of Norco as a regular meeting held on October 15, 2025.
______________________________
Greg Newton, Mayor
City of Norco, California

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Resolution No. 2025-66

Page 2 ends

October 15, 2025
ATTEST:
________________________
Dana Roa, CMC, City Clerk
City of Norco, California
I, Dana Roa, CMC, City Clerk of the City of Norco, California do hereby certify that the foregoing Resolution was introduced and adopted by the City Council of the City of Norco at a meeting held on October 1, 2025 by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

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FLSA Exemption Status: Exempt
Group: Management/Unrepresented
Adopted: 10/15/2025
Revised: 00/00/00

Page 1 of 4 ends

DEPUTY CITY MANAGER

DIRECTOR OF COMMUNITY OPERATIONS
DEFINITION:

Provides a variety of high-level administrative and complex support to the City Manager in the day-today administration and management of the City. Under general direction, to plan, organize, direct, and coordinate the recreation and community services programs of the City; to develop and implement policies and regulations for use of the City’s recreation centers and facilities; to analyze the need for additional recreation facilities; plans directs, manages and oversees design, construction, acquisition, renovations maintenance, relocation and operations of the City’s public facilities including parks, building grounds, equestrian trails, parkways, and assessment districts; coordinates the use of public facilities with other City Departments and other outside agencies; responsible for developing and managing the work plans including the development of Capital Improvement Program and Operating Budgets. Serves as a member of the City’s Executive Management Team.

ESSENTIAL FUNCTIONS:

Essential functions, as defined under the Americans with Disabilities Act, may include the following tasks, knowledge, skills and other characteristics. This list of tasks is ILLUSTRATIVE ONLY, and is not a comprehensive listing of all functions and tasks performed by positions in this class.

TYPICAL DUTIES & RESPONSIBILITIES:

1. Plans, organizes, directs, and coordinates the recreation and/community services programs of the City; coordinates department functions and programs with the activities of other City departments; as well as the development, renovation and maintenance of the City’s public facilities; coordinates department functions and programs with the activities of other City departments; selects, evaluates, develops and implements policies and regulations for the use and maintenance of facilities; the design, construction, acquisition, maintenance, and renovation of public facilities; prepares agenda and submits activity reports to advisory boards.

2. Prepares cost analyses of program and facility operations; conducts reviews of the use of recreation and community services programs and facilities; oversees the preparation and administration of grants; reviews and approves requests for use and maintenance of facilities; insures proper liability coverage for program operations; develops and submits recommendations for fees for recreation programs; develops publicity material for recreation programs and facilities; formulate rules, policies, and procedures for the operation of the Department; provides staff support, information, and assistance to the City Council and City Manager on recreation programs and facility use and maintenance problems and policies.

3. Recommends changes in the basic structure, use and staffing complement; directs the preparation and/or prepares a variety of reports on Department functions and operations; makes recommendations for the purchase of public facilities, equipment and supplies; development and administration of the department’s capital and operating budgets requests and controls expenditures; meets with community groups and organizations regarding recreation program, community services, park facilities, public facilities, problems, and policies; cultivates sound community relations; serves as a liaison with other government agencies; responds to the most sensitive complaints and inquires regarding Department operations and policies.

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CITY OF NORCO
Deputy City Manager – Director of Community Operations
(Continued)

4. Conducts specific and comprehensive analysis of a wide range of municipal policies involving organization and procedures; prepares correspondence in response to inquiries regarding city procedures, policies or general information; monitors and evaluates effectiveness and efficiency of service delivery methods; makes recommendations as appropriate; reviews City Council agenda and staff reports; prepares and recommends long-range and short range strategies for city services, projects and programs; maintains awareness of operations and activities in various departments throughout the City; exercises day-to-day line and supervisory authority over City departments and/or divisions in the absence of the City Manager; provides support to the City Manager and Council on intergovernmental issues.

SUPERVISION RECEIVED City Manager

CLASS CHARACTERISTICS
This is the Department Head position for overseeing the City’s park and facility maintenance, Animal Control and Shelter, equestrian facility and community service and recreation programs including the development recreation centers and facilities, public facilities design, construction, acquisition and maintenance including parks, public buildings, equestrian trails and parkways. All Department work is directed and coordinated by this position. This position also serves as the Deputy City Manager and provides high-level administrative and complex support to the City Manager.

CONTACTS AND RELATIONSHIP:

This position has the majority of their interaction with the public, contractors, City Council, City Manager and City Departments Heads.

QUALIFICATION GUIDELINES:

The knowledge and abilities which are required to perform the duties and responsibilities of this class are as follows:

DESIRABLE QUALIFICATIONS:

Experience: Five years experience in the fields of municipal parks, recreation and community development experience, public facilities design, construction, maintenance and management. Private sector experience will also considered. Prior management and supervisory experience is required.

Education: Graduation from an accredited four-year college or university with major course work in recreation, social services, physical education, civil/construction/design engineering, architecture, facilities management, business or public administration, or a closely related field. A Master’s degree is desirable.

Knowledge of: Modern principles, practices, and techniques of providing comprehensive public recreation and community services programs. Principles of personnel management and public administration. Principles of supervision and training. Applicable City, County, State, and Federal laws, rules, and regulations affecting the City’s park and recreation programs. Recreational, park, community services, and facility needs of local community.

Development and maintenance of community recreation and public facilities. Principles and methods related to public facilities design, construction, acquisition, renovations, office relations, maintenance and operations. Community organizations. Principles of local government, organization, and financing. Budget development, preparation, and

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CITY OF NORCO
Deputy City Manager – Director of Community Operations
(Continued)
administration. Research methods and procedures.

Ability: To plan, organize, coordinate, and direct the public recreation and community services functions of the City. Provide supervision, training, and work evaluation for staff.

Formulate, implement, and evaluate policies and procedures affecting the provision of recreation and community services programs. Interpret, explain, apply, and enforce a variety of laws, rules, and regulations. Serve as an advisor to the City Council, City Manager, and other boards and commissions. Prepare and administer the departmental budget and fiscal controls. Evaluate facility development needs and programs. Research, collect, and analyze information related to parks and recreation programs and services.

Prepare a variety of reports and presentations. Effectively represent the City’s Parks and Recreation Department and Facilities and Maintenance with concerned individuals, organizations, community groups, and other governmental agencies. Establish and maintain cooperative working relationships. Communicate effectively orally and in writing.

A typical way to obtain the knowledge and abilities is as follows:

Education: Obtain a Bachelors Degree from an accredited college or university in recreation, social services, physical education, business or public administration, or a closely related field. A Master’s degree is desirable.

AND
Experience: Five years of progressively responsible and varied professional experience in public recreation programs planning and development, including at least three years in a management or supervisory capacity.

License Required: Valid California Drivers’ License with good driver record.

Environmental Conditions:

The work environment characteristics described here are representative of those that must be met by employees to successfully perform the essential functions of this position. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

The employee works under typical office conditions with exposure to computer screens, and the noise level is usually quiet. The employee will also be required to perform work in an outdoor environment and group setting; required to drive to various sites within and outside of the City.

Physical Conditions:

Essential functions may require maintaining physical condition necessary for sitting for prolonged periods of time. Essential functions may also require maintaining physical condition necessary for walking, standing or driving a vehicle.

The physical and mental demands described here are representative of those that must be met by employees to successfully perform the essential functions of this position. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Physical Demands
While performing the duties of this job, the employee is regularly required to sit, walk, and stand; talk and hear; use hands to finger, handle, feel, or operate objects, tools or controls; reach with hands and arms; perform repetitive movements of hands or wrists; climb or balance on ladders or stairs; stoop, kneel, and bend at the waist; crouch or crawl; and smell. The employee is frequently required to lift up to 25 pounds unaided.

Specific vision abilities required for this job include close vision, distance vision, use of both eyes, depth perception, color vision, and the ability to adjust focus.

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Norco City CouncilOctober 15, 2025

Norco City Council
October 15, 2025