Agenda packet — Ontario City Council, February 20, 2024 (part 1 of 2)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting
FEBRUARY 20, 2024
City Hall
303 East B Street, Ontario, CA 91764

MAYOR PAUL S. LEON • MAYOR PRO TEM DEBRA DORST-PORADA
COUNCIL MEMBERS ALAN D. WAPNER, JIM W. BOWMAN AND RUBEN VALENCIA CITY CLERK SHEILA MAUTZ • TREASURER JAMES R. MILHISER
CITY MANAGER SCOTT OCHOA • CITY ATTORNEY RUBEN DURAN

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL

All documents for public review are on ﬁle with the Records Management/City Clerk's Department located at 303 East B Street, Ontario, CA 91764.

Anyone wishing to speak in person during public comment or on a particular item will be required to ﬁll out a blue slip. Blue slips must be turned in prior to public comment beginning or before an agenda item is taken up. The Clerk will not accept blue slips after that time. To comment by email, submit your comments no later than 4:00 p.m. on the day of the meeting by emailing your name, agenda item you are commenting on and your comments to
[email protected].

All
comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record.

Comments will be limited to 3 minutes. Speakers will be alerted when they have 1 minute remaining and when their time is up. Speakers are then to return to their seats and no further comments will be permitted.

In accordance with State Law, remarks during public comment are to be limited to subjects within Council's jurisdiction. Remarks on other agenda items will be limited to those items.

Remarks from those seated or standing in the back of the chamber will not permitted. All those wishing to speak including Council and Staff need to be recognized by the Chair before speaking.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 1

ACCOMODATIONS

If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's oﬃce at 909-395-2009. Notiﬁcation of 48 hours prior to the meeting will help the City make reasonable arrangements. Equipment for the hearing impaired is available in the Records Management Office.

ORDER OF BUSINESS

The regular City Council and Housing Authority meeting begins with Closed Session and Closed Session Comment at 5:30 p.m., Public Comment at 6:30 p.m. immediately followed by the Regular Meeting and Public Hearings. No agenda item will be introduced for consideration after 10:00 p.m. except by majority vote of the City Council.

CALL TO ORDER
(OPEN SESSION)

ROLL CALL

Dorst-Porada, Wapner, Bowman, Valencia, Mayor/Chairman Leon

INFORMATION RELATIVE TO POSSIBLE CONFLICT OF INTEREST
Agenda item contractors, subcontractors and agents may require member abstentions due to conflict of interests and financial interests. Council Member abstentions shall be stated under this item for recordation on the appropriate item.

CLOSED SESSION PUBLIC COMMENT

The Closed Session Public Comment portion of the Council/Housing Authority meeting is limited to a maximum of 3 minutes for each speaker and comments will be limited to matters appearing on the Closed Session. Additional opportunities for further Public Comment will be given during and at the end of the meeting.

CLOSED SESSION
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 0218-063-07; West of Archibald Avenue between Eucalyptus Avenue and Ontario Ranch Road; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: SC Ontario Development Company LLC; Under negotiation: Price and terms of payment

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 2

ATTACHMENT:

20240220 Closed Session
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APNs: 0218-101-03, 0218-101-04, 0218-101-05, 0218-101-06; Southeast Corner Riverside Drive and Vineyard Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: JCLIN INVESTMENT LP; Under negotiation: Price and terms of payment

GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 1048-564-03, 1048-564-04,1048-564-05, 1048-564-06; 121-143 North Euclid Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: LAB-CO LLC; Under negotiation: Price and terms of payment

PLEDGE OF ALLEGIANCE
Council Member Bowman

INVOCATION
Rabbi Stephen Epstein, Temple Sholom of Ontario

REPORT ON CLOSED SESSION
City Attorney
PUBLIC COMMENTS 6:30 P.M.

The Public Comment portion of the Council/Housing Authority meeting is limited to 30 minutes with each speaker given a maximum of 3 minutes. An opportunity for further Public Comment may be given at the end of the meeting. Under provisions of the Brown Act, Council is prohibited from taking action on oral requests.

To comment by email, submit your comments by email no later than 4:00 p.m. on the day of the meeting by emailing your name, agenda item you are commenting on and your comment to [email protected]. All Comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and entered into the record. As previously noted -- if you wish to address the Council, fill out one of the blue slips at the rear of the chambers and give it to the City Clerk.

AGENDA REVIEW/ANNOUNCEMENTS

The City Manager will go over all updated materials and correspondence received after the Agenda was distributed to ensure Council Members have received them. He will also make any necessary recommendations regarding Agenda modiﬁcations or announcements regarding Agenda items to be considered.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 3

1. APPROVAL OF MINUTES

ATTACHMENT:

20240116 Minutes (Not Official Until Approved)

2. BILLS & PAYROLL

3. A CONSTRUCTION CONTRACT WITH HARDY & HARPER, INC. FOR THE 2024 SPRING

PAVEMENT REHABILITATION PROJECT

ATTACHMENT:

Exhibit A.pdf

ATTACHMENT:

01-Contract_2024 Spring Pavement Rehab.pdf

4. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH PARSONS CORPORATION FOR ENGINEERING AND DESIGN SERVICES FOR THE I-10 FREEWAY AT

GROVE AVENUE AND FOURTH STREET INTERCHANGE AND GROVE AVENUE CORRIDOR

PROJECT

ATTACHMENT:

Amendment No. 10 Unsigned 1-22-24.pdf

CONSENT CALENDAR

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

Each member of the public wishing to address the City Council on items listed on the Consent Calendar will be given a total of 2 minutes.

Minutes for the regular meetings of the City Council and Housing Authority of January 16, 2024, and approving same as on file in the Records Management Department.

Bills January 19, 2024 through February 1, 2024, and Payroll January 14, 2024 through January 27, 2024.

That the City Council award a Construction Contract with Hardy & Harper, Inc. of Lake Forest, California, for the 2024 Spring Pavement Rehabilitation Project (Project) in the amount of $2,245,100; and authorize the City Manager, or his designee, to execute said contract and all related documents, and ﬁle a notice of completion at the conclusion of all construction activities.

That the City Council approve Amendment No. 10 to the Professional Services Agreement with Parsons Corporation (Parsons) of Illinois, for additional engineering and environmental services for the Project Approval and Environmental Documentation (PA&ED), for the I-10 Freeway at Grove Avenue and Fourth Street Interchange and Grove Avenue Corridor Project, for a revised cumulative contract amount of $7,632,379, with a new contingency of $333,005 for a revised not-to-exceed authorization amount of $7,965,384; and authorize the City Manager, or his designee, to execute said Agreement and future amendments within the authorization limits.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

5. AUTHORIZE THE PURCHASE OF A FIRE SAFETY TRAILER WITH JHB GROUP, INC.

6. A PROFESSIONAL SERVICE AGREEMENT WITH SWA GROUP FOR THE DESIGN AND

PREPARATION OF CONSTRUCTION DOCUMENTS FOR THE ONTARIO ARENA PLAZA

ATTACHMENT:

SWA Professional Services Agreement^02 PSA Ontario Arena Plaza

ATTACHMENT:

SWA Professional Services Agreement^02 Exhibit A Scope of Services

ATTACHMENT:

SWA
Exhibit A - Ontario Arena Conceptual Design.pdf

7. A PROFESSIONAL SERVICES AGREEMENT WITH WITT O'BRIEN'S, LLC FOR A CONTINUITY OF

OPERATIONS PLAN

ATTACHMENT:

Witt O'Brien Professional Services agreement.pdf

8. A PROFESSIONAL SERVICES AGREEMENT WITH GANS AND PUGH ASSOCIATES, INC. FOR

EQUIPMENT AND SOFTWARE SERVICES

ATTACHMENT:

Gans and Pugh Contract Updated.pdf

9. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH COMMUNITY WORKS

DESIGN GROUP FOR ON-CALL ARCHITECTURAL DESIGN SERVICES FOR THE SOUTH BON

VIEW PARK FIELD LIGHTING DESIGN PROJECT

ATTACHMENT:

Amendment No. 5 - Community Works Design Group.pdf

10. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ROBERT BORDERS AND That the City Council authorize the City Manager or designee to execute the purchase of a Fire Safety Trailer from JHB Group, Inc. of Lake in the Hills, Illinois, in the amount of $212,463 plus a 3% contingency of $6,374 to mitigate any unforeseen issues with supply chain surcharges and manufactures price increases, for a total not-to-exceed amount of $218,837.

Authorize the City Manager, or designee, to execute a Professional Service Agreement with SWA Group, of Laguna Beach, California, for the preparation of the design and construction documents for the Ontario Arena Plaza for a not-to-exceed amount of $970,147.

That the City Council authorize the City Manager, or designee, to execute a Professional Services Agreement with Witt O'Brien's, LLC, for consulting services in the creation of a citywide Continuity of Operations Plan, inclusive of the Continuity of Government and Disaster
Recovery
plans for a
not-to-exceed contract amount of $211,900.

That the City Council approve and authorize the City Manager or his designee to execute a Professional Services Agreement with Gans and Pugh, of Herndon, Virginia, for equipment and software services in the amount of $1,123,388.

That the City Council authorize the City Manager or his designee to execute Amendment No. 5 to the Design Services Agreement with Community Works Design Group, of Riverside, California, to provide on-call architectural design services for the South Bon View Park Field Lighting Design Project in the amount of $49,745 for a total not-to-exceed contract amount of $474,450.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5

ASSOCIATES FOR ON-CALL ARCHITECTURAL DESIGN SERVICES FOR HOMER BRIGGS PARK

AND ANTHONY MUNOZ PARK CONCESSION AREA UPGRADES AND ROOF DESIGN PROJECT

ATTACHMENT:

Robert Borders and Associates Amendment No. 20 w-attachments.pdf

11. A PROFESSIONAL DESIGN SERVICES AGREEMENT WITH STANTEC CONSULTING SERVICES INC. FOR THE EDISON AVENUE AND BON VIEW AVENUE WATER IMPROVEMENTS AND BON VIEW AVENUE SEWER IMPROVEMENT PROJECT, OMUC CONTRACT NO. UT1079

ATTACHMENT:

DSA with Stantec -
Report Rev 2 - UT1079 - Water and Sewer
Infrastructure for FS No. 11

12. A CONSTRUCTION CONTRACT WITH RESOURCE ENVIRONMENTAL FOR THE EMERGENCY DEMOLITION AND SITE CLEARANCE OF THE ONTARIO BEST INN AT 1045 W MISSION AVE

ATTACHMENT:

Revised 2023 Ontario_ Model Long Form Bid and Contract Documents (2020)-c1 .pdf

13. A GOODS AND SERVICES AGREEMENT WITH AMERICAN RECLAMATION, INC. FOR SCRAP

TIRE RECYCLING SERVICES
That the City Council authorize the City Manager or his designee to execute Amendment No. 20 to the on-call Design Services Agreement with Robert Borders and Associates, of Costa Mesa, California, for the Anthony Munoz Park Concession Area Upgrades in the amount of $185,669 for a total not-to-exceed contract amount of $838,131.

That the City Council approve and authorize the City Manager, or designee to execute a Professional Design Services Agreement with Stantec Consulting Services Inc., of Irvine, California, for design and bid support services for Edison Avenue and Bon View Avenue Water Improvements and Bon View Avenue Sewer Improvement Project, OMUC Contract No.

UT1079, for a total amount of $479,171 plus a 15% contingency of $71,876 for a total not-to- exceed amount of $551,047, and a term from February 20, 2024 to February 20, 2027.

That the City Council take the following actions:

A
.

Authorize the City Manager or his designee to execute Construction Contract No.

D&C23-028 Ontario Best Inn Demolition & Site Clearance with Resource Environmental, Inc., of Cerritos, California, for emergency demolition and site clearance activities on City owned property located at 1045 W Mission Avenue in the amount of $346,500; B
.

Authorize a 15% contingency of $51,975 to address any unforeseen issues that may arise during the demolition for a total not-to-exceed contract amount of $398,475; and C
.

Authorize the City Manager or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts and ﬁling a notice of completion at the conclusion of all demolition related activities.

That the City Council take the following actions:

A
.

Authorize the City Manager or his designee to execute a Goods and Services Agreement with American Reclamation, Inc., of Los Angeles, California, for Scrap Tire Recycling CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

American Reclamation Inc.

Goods and Services Agreement

2.14 -
JOE.pdf

14. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING CERTAIN SECTIONS OF CHAPTER 13 OF THE ONTARIO MUNICIPAL CODE

RELATING TO THE FLOOD DAMAGE PREVENTION PROGRAM

ATTACHMENT:

Amendments to Floodplain Ordinance Chapter 8-13^RM
Services in an amount of $215,000 per year for one (1) year, for a total contract amount of $215,000;
B
.

Authorize a 5% contingency of $10,750 per year for one (1) year to address any unforeseen issues that may arise for a total not-to-exceed contract amount of $225,750; and
C
.

Authorize the City Manager or his designee to execute the optional three (3) one-year extensions to the Goods and Services Agreement in a total not-to-exceed amount of $903,000 consistent with future budgets adopted by the City Council.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION
That the City Council introduce and waive further reading of an Ordinance amending certain sections of Chapter 13 of the Ontario Municipal Code relating to the City's ﬂood damage prevention program.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING CERTAIN SECTIONS OF CHAPTER 13 OF THE ONTARIO MUNICIPAL CODE RELATING TO THE FLOOD DAMAGE PREVENTION PROGRAM.

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

Mayor Leon
Mayor pro Tem Dorst-Porada
Council Member Wapner
Council Member Bowman
Council Member Valencia

ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 7 1 of 2

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) February 20, 2024
ROLL CALL: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.

STAFF: City Manager / Executive Director __, City Attorney __ In attendance: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.  GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APN: 0218-063-07; West of Archibald Avenue between Eucalyptus Avenue and Ontario Ranch Road; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: SC Ontario Development Company LLC; Under negotiation: Price and terms of payment
No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ In attendance: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.  GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APNs: 0218-101-03, 0218-101-04, 0218-101-05, 0218-101-06; Southeast Corner Riverside Drive and Vineyard Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: JCLIN INVESTMENT LP; Under negotiation: Price and terms of payment
No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ 8 2 of 2

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) February 20, 2024
(Continued)
In attendance: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.  GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APNs: 1048-564-03, 1048-564-04,1048-564-05, 1048-564-06; 121-143 North Euclid Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: LAB-CO LLC; Under negotiation: Price and terms of payment No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ Reported by:
___________________________________________
City Attorney / City Manager / Executive Director
9 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
January 16, 2024
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS
The regular meetings of the Ontario City Council and the Housing Authority were held on Tuesday, January 16, 2024 at Ontario City Hall, 303 E. B Street Ontario, California.

CALL TO ORDER
Mayor Leon called the joint meetings to order at 6:02 p.m.

ROLL CALL
PRESENT: Mayor/Chairman: Paul S. Leon
Mayor pro Tem/Vice Chair: Debra Dorst-Porada
Council/Authority Members: Alan D. Wapner, Jim W. Bowman, and Ruben Valencia.

ABSENT: Council/Authority Members: None.

Also present were City Manager / Executive Director Scott Ochoa, City Attorney/Legal Counsel Ruben Duran, and City Clerk / Secretary Sheila Mautz.

INFORMATION RELATIVE TO POSSIBLE CONFLICTS OF INTEREST
There were no conflicts of interest announced by the City Council.

CLOSED SESSION
Mayor Leon inquired whether persons were present who wished to speak to the Closed Session items. Hearing no one, City Attorney Duran announced the matter for discussion as listed on the agenda and recessed to Closed Session at 6:03 p.m. for discussion of the following:

G.C. 54957 PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Attorney
GC 54956.9(d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION Robles, et al. v. City of Ontario et al., Case No. CIVDS2007038

CONFERENCE WITH LEGAL COUNSEL, ANTICIPATED LITIGATION
Initiation of litigation pursuant to GC 54956.9(d)(4), One (1) potential case 10 Ontario City Council/Ontario Housing
Regular Meeting Minutes – January 16, 2024

Page 2 of 14 ends

OPEN MEETING CALLED TO ORDER
Mayor Leon reconvened the meetings at 6:31 p.m. for the regular session.

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Council Member Ruben Valencia.

INVOCATION
Pastor Richard Hernandez of the Church of God Ontario provided the Invocation.

REPORT ON CLOSED SESSION
City Attorney Duran stated there was no reportable action.

PUBLIC HEARINGS

25. A RESOLUTION TO RENEW THE DOWNTOWN ONTARIO COMMUNITY

BENEFIT DISTRICT
It was recommended that the City Council take the following actions pertaining to the renewal of the Downtown Ontario Community Benefit District (“CBD”):

A. Conduct the public hearing;
B. Consider oral and written testimony regarding the proposed renewal of the CBD;
C. Tabulate Assessment ballots returned to the City pursuant to the procedures set forth in Government Code Section 53753; and
D. If ballot tabulation results in a weighted majority in support of renewing the CBD, adopt a Resolution of Formation to renew the CBD and to levy and collect assessments within such CBD pursuant to California Streets and Highways Code 36600

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA,

TO RENEW THE DOWNTOWN ONTARIO COMMUNITY BENEFIT DISTRICT AND

TO LEVY AND COLLECT ASSESSMENTS WITHIN SUCH DISTRICT PURSUANT

TO THE ESTABLISHMENT OF PROPERTY BUSINESS IMPROVEMENT DISTRICTS - SECTION 36600 OF THE CALIFORNIA STREETS AND HIGHWAYS CODE AND TAKING OTHER ACTIONS THERETO.

Notice of public hearing was duly given and a ballot notice was mailed to all affected property owners within the proposed district boundaries at least forty-five days prior to the hearing as required by law. There was one written communication from Loree Masonis in opposition to the renewal of the benefit district.

Mayor Leon inquired if there were any persons interested in submitting a written protest.

Upon hearing no one, Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item.
11 Ontario City Council/Ontario Housing
Regular Meeting Minutes – January 16, 2024

Page 3 of 14 ends

Maria Martinez, spoke in support of the renewal of the benefit district.

Damien Melle¸ spoke in support of the renewal of the benefit district.

Ish Arias, offered to answer any questions regarding the renewal of the benefit district.

Alex Baroian, offered to answer any questions regarding the renewal of the benefit district.

Hearing no one else, Mayor Leon closed the public hearing and directed the City Clerk Staff to begin tabulating ballots in a separate community conference room. Tabulations of the ballots initiated, and the counting procedure ran concurrently with the council meeting.

PUBLIC COMMENTS
Assistant City Clerk Isbell announced there were four written public comments:

David Vargas, regarding community safety nearby Nocta Street.

Debbie Trott, regarding parking congestion nearby the La Verne College of Law Michael Peterson, regarding publication services from The Hemet and San Jacinto Chronicle.

James Lester Davidson, regarding a personal conflict involving a dumpster.

Mayor Leon called upon the first speaker:

Ron Price, regarding traffic safety nearby Euclid Avenue and Sunkist Street.

Phil Schmall, regarding a personal conflict with his property manager.

Esther Schmall, regarding a personal conflict with her property manager.

Maria Galvan, regarding housing insecurity and homelessness resources.

Karen Haughey, regarding upcoming events hosted by Supervisor Curt Hagman.

AGENDA REVIEW/ANNOUNCEMENTS
City Manager Ochoa provided an update to an exhibit regarding Consent Calendar Item No. 5. The update reflects a revised amount of $95,558.46. The update to the agenda was revised to be included in the public record upon the adoption of the consent calendar.

City Manager Ochoa provided an update to Consent Calendar Item No. 21 regarding a Professional Services Agreement with Cardo Consulting, Inc. The original not-to-exceed contract amount of $390,000 was amended to a not-exceed contract amount of $210,000.

CONSENT CALENDAR
MOTION: Moved by Mayor pro Tem Dorst-Porada seconded by Council Member Bowman and carried by a unanimous vote 5-0, to approve the Consent Calendar. 12 Ontario City Council/Ontario Housing
Regular Meeting Minutes – January 16, 2024

Page 4 of 14 ends

1. APPROVAL OF MINUTES
Approved minutes for the regular meetings of the City Council and Housing Authority of December 5, 2023 and December 19, 2023, approving same as on ﬁle in the Records Management Department.

2. BILLS & PAYROLL
Approved bills December 1, 2023 through December 21, 2023 in the amount of $44,270,365.90, and Payroll November 19, 2023 through December 16, 2023 in the amount of $11,893,648.89.

3. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH LAW ENFORCEMENT MEDICAL SERVICES, INC.

The City Council authorized the City Manager or his designee to execute Amendment No. 1 to Professional Services Agreement with Law Enforcement Medical Services, Inc., of Fontana, California, to extend the Agreement for an additional two successive one-year terms, increase the current funding threshold for a total not-to-exceed contract amount of $357,000 and update the fee schedule.

4. DESIGNATION OF VOTING DELEGATES FOR THE SOUTHERN CALIFORNIA

ASSOCIATION OF GOVERNMENTS (SCAG) ANNUAL GENERAL ASSEMBLY

MEETING
The City Council appointed Mayor pro Tem Debra Dorst-Porada as the City Delegate Representative and Mayor Paul Leon as the alternate.

5. A RESOLUTION FOR PLACEMENT OF SPECIAL ASSESSMENTS ON THE SAN

BERNARDINO COUNTY TAX ROLLS
The City Council adopted a Resolution for recovery of fees and costs incurred in abating property and dangerous building violations, as well as administrative citations and civil penalties associated with property maintenance violations and placing assessments on the San Bernardino County Tax Rolls.

RESOLUTION NO. 2024-001 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ADOPTING A REPORT REQUESTING THE

PLACEMENT OF SPECIAL ASSESSMENTS ON PROPERTY TAX BILLS FOR

CIVIL PENALTIES OR RECOVERY OF COSTS INCURRED FOR ABATEMENT OF VIOLATIONS OF CITY CODES AND ORDINANCES.
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Regular Meeting Minutes – January 16, 2024

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6. AN ORDINANCE APPROVING A FIFTH AMENDMENT TO THE DEVELOPMENT AGREEMENT (FILE NO. PDA05-002) BETWEEN THE CITY OF ONTARIO AND SC ONTARIO DEVELOPMENT COMPANY, LLC.

The City Council considered and adopted an Ordinance approving a Fifth Amendment to the Development Agreement (File No. PDA05-002) between the City of Ontario and SC Ontario Development Company, LLC. First reading and introduction took place at a regular City Council meeting on December 19, 2023.

ORDINANCE NO. 3265 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA05-002, A

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND SC

ONTARIO DEVELOPMENT COMPANY, LLC TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH TENTATIVE TRACT MAP NO. 20487 (FILE NO. PMTT22-024) TO SUBDIVIDE 31.70 ACRES OF LAND INTO 5 NUMBERED

LOTS FOR CONDOMINIUM PURPOSES, LOCATED EAST OF THE

CUCAMONGA CREEK CHANNEL, WEST OF ARCHIBALD AVENUE, SOUTH OF ONTARIO RANCH ROAD AND APPROXIMATELY 1,104 FEET NORTH OF EUCALYPTUS AVENUE WITHIN PLANNING AREAS 17, 18, AND 19 OF THE PARKSIDE SPECIFIC PLAN (FILE NO. PSP03- 002), AND MAKING FINDINGS IN SUPPORT THEREOF - APNS: 0218-221-10, 0218-221-11, 0218-231-45, 0218- 231-04, 0218-231-08, 0218-231-10, 0218-231-11, 0218-231-13, 0218-231-15, 0218-231-16, 0218-231-23, 0218-231-24, 0218-231-31, 0218-231-32, 0218-231-34, 0218-231-36,0218-231-39, 0218-063-06, 0218-063-07, 0218-073-04, 0218-073-06, 0218-073-07, 0218-063-04 AND 0218-231-47, AND 0218-231-48.

7. AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO.

PDA23-002) BETWEEN THE CITY OF ONTARIO AND IV3 LOMA CREEK

LOGISTICS CENTER, LLC
The City Council considered and adopted an Ordinance approving a Development Agreement (File No. PDA23-002) between the City of Ontario and IV3 Loma Creek Logistics Center LLC. First reading and introduction took place at a regular City Council meeting on December 19, 2023.

ORDINANCE NO. 3266 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA23-002, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND IV3

LOMA CREEK LOGISTICS CENTER LLC, TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH A DEVELOPMENT PLAN (FILE NO. PDEV23- 013) TO CONSTRUCT ONE (1) INDUSTRIAL BUILDING TOTALING 534,373 SQUARE FEET ON 23.88 ACRES OF LAND, LOCATED ON THE WEST SIDE OF MILL CREEK AVENUE, APPROXIMATELY 300 FEET SOUTH OF CHINO AVENUE, WITHIN PLANNING AREA 2C (LIGHT INDUSTRIAL DISTRICT) OF THE

RICH HAVEN SPECIFIC PLAN, AND MAKING FINDINGS IN SUPPORT THEREOF - APN: 218-161-18.
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Regular Meeting Minutes – January 16, 2024

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8. A DEVELOPMENT CODE AMENDMENT (FILE NO. PDCA23-003) REVISING

AND CLARIFYING CERTAIN PROVISIONS OF THE CITY OF ONTARIO DEVELOPMENT CODE AND A ZONE CHANGE (FILE NO. PZC23-002) TO

MODIFY THE ZONING MAP
The City Council considered and adopted the following:

A. An Ordinance approving File No. PDCA23-003, a Development Code Amendment revising and clarifying certain provisions of Chapters 2.0 (Administration and Procedures), 3.0 (Nonconforming Lots, Land Uses, Structures, and Signs), 4.0 (Permits, Actions, and Decisions), 5.0 (Zoning and Land Use), 6.0 (Development and Subdivision Regulations), and 8.0 (Sign Regulations) of the City of Ontario Development Code; and B. An Ordinance approving File No. PZC23-002, a Zone Change to modify the Zoning Map to remove the EA (Euclid Avenue) Overlay south of Philadelphia Avenue. First reading and introduction took place at a regular City Council meeting on December 19, 2023.

ORDINANCE NO. 3267 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA23-003, A

DEVELOPMENT CODE AMENDMENT REVISING AND CLARIFYING CERTAIN PROVISIONS OF CHAPTERS 2.0 (ADMINISTRATION AND PROCEDURES), 3.0 (NONCONFORMING LOTS, LAND USES, STRUCTURES, AND SIGNS), 4.0 (PERMITS, ACTIONS, AND DECISIONS), 5.0 (ZONING AND LAND USE), 6.0 (DEVELOPMENT AND SUBDIVISION REGULATIONS), AND 8.0 (SIGN

REGULATIONS) OF THE CITY OF ONTARIO DEVELOPMENT CODE, AND MAKING FINDINGS IN SUPPORT THEREOF.

ORDINANCE NO. 3268 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PZC23-002, A ZONE

CHANGE TO MODIFY THE ZONING MAP TO REMOVE THE EA (EUCLID

AVENUE) OVERLAY DISTRICT SOUTH OF PHILADELPHIA AVENUE, AND MAKING FINDINGS IN SUPPORT THEREOF - APNS: 1051-051-11, 1051-051-12, 1051-051-17, 1051-051-71,1051-051-72, 1051-051-22, 1051-051-23, 1051-051-24, 1051-051-25, 1051-051-26, 1051-051-27,1051-051-28, 1051-051-29, 1051-051-30, 1051-051-31, 1051-051-32, 1051-051-33, 1051-051-34,1051-051-35, 1051-051-36, 1051-051-37, 1051-051-38, 1051-051-39, 1051-051-40, 1051-051-41,1051-051-42, 1051-051-43, 1051-051-44, 1051-051-45, 1051-051-46, 1051-051-47, 1051-051- 48,1051-051-49, 1051-051-50, 1051-051-51, 1051-051-52, 1051-051-53, 1051-051- 54, 1051-051-55,1051-051-56, 1051-051-57, 1051-051-58, 1051-051-59, 1051-051- 60, 1051-051-61, 1051-051-62,1051-051-63, 1051-051-64, 1051-051-65, 1051-051- 66, 1051-051-67, 1051-051-68, 1051-051-73,1051-062-25, 1051-062-26, 1051-062- 27, 1051-062-28, 1051-062-29, 1051-062-30, 1051-062-31,1051-062-32, 1051-062- 33, 1051-062-34, 1051-062-35, 1051-062-36, 1051-062-37, 1051-062-38,1051-062- 39, 1051-081-01, 1051-062-40, 1051-062-41, 1051-062-42, 1051-062-48, 1051- 062-49,1051-071-02, 1051-071-04, 1051-081-01, 1051-081-02, 1051-211-02, 1051- 211-03, 1051-211-10,1051-222-01, 1051-222-13, 1051-222-20, 1051-271-06, 1051- 271-66, 1051-271-67, 1051-281-04,1051-281-09, 1051-281-77, 1051-281-79, 1051- 15 Ontario City Council/Ontario Housing
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281-80, 1051-411-12, 1051-411-13, 1051-411-14,1051-411-15, 1051-411-16, 1051- 411-17, 1051-411-18, 1051-411-35, 1051-411-36, 1051-411-37,1051-411-38, 1051- 412-21, 1051-412-22, 1051-412-23, 1051-412-24, 1051-412-25, 1051-412-26,1051- 412-27, 1051-412-28, 1051-421-08, 1051-421-09, 1051-421-10, 1051-421-11, 1051-421-12,1051-421-13, 1051-421-14, 1051-421-15, 1051-431-55, 1051-431-56, 1051-431-57, 1051-431-58,051-431-59, 1051-431-60, 1051-431-61, 1051-441-08, 1051-441-51, 1051-522-10, 1051-522-02,1051-522-03, 1051-522-04, 1051-522-05, 1051-522-61, 1051-522-62, 1051-522-63, 1051-522-64,1051-522-65, 1051-522-66, 1051-522-67, 1051-522-68, 1051-522-69, 1051-522-74, 1051-522-75,1051-522-76, 1051-522-77, 1051-522-78, 1051-614-01, 1051-614-02, 1051-614-03, 1051-614- 07,1051-614-08, AND 1051-614-09.

9. AN AMENDMENT TO THE ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH TRANSTECH ENGINEERS, INC. FOR THE PROPOSED MINOR LEAGUE

BASEBALL STADIUM AND PARKING STRUCTURE EXPEDITED PLAN CHECK,

BUILDING OFFICIAL, AND BUILDING INSPECTION SERVICES
The City Council took the following actions:

A. Authorized the City Manager or his designee to execute Amendment No. 1 to the On-Call Professional Services Agreement with Transtech Engineers, Inc., of Chino, California, for Proposed Minor League Baseball Stadium and Parking Structure Expedited Plan Check, Building O cial, and Building Inspection services in the amount of $788,960 for a total not-to-exceed contract amount of $1,138,960; and
B. Authorized the City Manager or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

10. AN AMENDMENT TO THE ON-CALL DESIGN SERVICES AGREEMENT WITH

ARDURRA GROUP FOR OFF-SITE DESIGN AND STREET NETWORK WITHIN

THE SPORTS COMPLEX DESIGN
The City Council took the following actions:

A. Authorized the City Manager or his designee to execute Amendment No. 17 to the On-Call Design Services Agreement with Ardurra Group of Newport Beach, California, for the Off-site Design and Street Network within the Sports Complex Design in the amount of $6,117,228 for a total not-to-exceed contract amount of $9,157,468; and
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B. Authorized the City Manager or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

11. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH

CONVERGINT TECHNOLOGIES, LLC FOR THE ONTARIO MUSEUM OF

HISTORY AND ARTS EXTERIOR DOOR ACCESS CONTROL UPGRADE
The City Council took the following actions:

A. Authorized the City Manager or his designee to execute Amendment No. 2 to the Maintenance Services Agreement with Convergint Technologies, LLC, of La Palma, California, for the Ontario Museum of History and Arts Exterior Door Access Control Upgrade in the amount of $40,598 for a total not-to- exceed contract amount of $3,842,480; and
B. Authorized the City Manager or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

12. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH RYMAX ELECTRICAL, INC. FOR ON-CALL ELECTRICAL SERVICES
The City Council approved and authorized the City Manager or his designee to execute Amendment No. 3 to the Maintenance Services Agreement with Rymax Electrical, Inc. of Upland, California, for On-Call electrical services in the amount of $200,000, for a total not-to-exceed contract amount of $570,952.

13. A CONSTRUCTION CONTRACT WITH MAMCO INC., A PROFESSIONAL SERVICE AGREEMENT WITH STANTEC CONSULTING SERVICE INC., AND

TWO AMENDMENTS FOR PROFESSIONAL SERVICES WITH AKM
CONSULTING ENGINEERS INC. AND TWINING INC. FOR THE MERCEDES

LANE AND FERRARI LANE SEWER IMPROVEMENT PROJECT
The City Council took the following actions:

A. Approved the plans and speci ﬁcations and awarded Contract No. UT 1062 to Mamco Inc. of Perris, California, for the Mercedes Lane and Ferrari Lane Sewer Improvement Project, in the amount of $2,055,555 plus a 15% contingency of $308,334 for a total not-to-exceed amount of $2,363,889, a term of 180 calendar days after issuance of notice to proceed, and authorized the City Manager, or his designee, to execute said contract and ﬁle a notice of completion at the conclusion of all construction activities related to the project.
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B. Approved and authorized the City Manager, or designee, to execute a Professional Services Agreement with Stantec Consulting Services Inc. of Irvine, California, for a total not-to-exceed amount of $125,500 for construction engineering services and a term from January 16, 2024 to October 31, 2024.

C. Approved and authorized the City Manager, or designee, to execute Amendment No. 6 to the Professional Services Agreement with AKM Consulting Engineers of Irvine, California, to amend Agreement amount by $166,289 for a new total not-to-exceed amount of $672,700 for construction management and inspection services and a term from January 16, 2024 to October 31, 2024.

D. Approved and authorized the City Manager, or designee, to execute Amendment No. 1 to the Professional Services Agreement with Twining Inc. of Riverside, California, to amend Agreement amount by $38,836 for a new total not-to-exceed amount of $188,836 for geotechnical and material testing services and a term from January 16, 2024 to October 31, 2024.

14. AMENDMENTS TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALTEK TECHNOLOGIES, INC. FOR THE 208 EMPORIA 1ST FLOOR OFFICE

RENOVATION PROJECT AND LIBRARY WORKSTATION PROJECT
The City Council took the following actions:

A. Authorized the City Manager, or his designee to execute Amendment No. 4 to the Professional Services Agreement with CalTek Technologies, Inc., of Ontario, California, for the 208 Emporia 1st Floor Office Renovation Project in the amount of $3,534;
B. Authorized the City Manager, or his designee to execute Amendment No. 5 to the Professional Services Agreement with CalTek Technologies, Inc., of Ontario, California, for the Library Workstation Project in the amount of $4,663 for a total not-to-exceed contract amount of $172,169; and C. Authorized the City Manager, or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

15. A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH JCOS DEVELOPMENT, INC. FOR THE JOHN GALVIN PARK RESTROOM

RENOVATION PROJECT
The City Council took the following actions:

A. Authorized Change Order No. 2 to the Construction Contract with JCOS Development, Inc. (JCOS), of Buena Park, California, in the amount of $41,937 for a total not-to-exceed contract amount of $1,196,796, for the John Galvin Park Restroom Renovation Project; and
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B. Authorized the City Manager, or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

16. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH MARK CHRISTOPHER CHEVROLET, INC. FOR THE PROCUREMENT OF GMC AND

CHEVROLET ORIGINAL EQUIPMENT MANUFACTURER PARTS AND

SERVICES
The City Council authorized the City Manager or his designee to execute Amendment No. 3 to the Goods and Services Agreement with Mark Christopher Chevrolet, Inc., of Ontario, California, for the procurement of GMC and Chevrolet Original Equipment Manufacturer (OEM) parts and services in the amount of $60,000, for a total not-to-exceed contract amount of $360,000.

17. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH

AMREP MANUFACTURING COMPANY FOR PARTS AND REPAIRS OF

REFUSE TRUCK BODIES
The City Council authorized the City Manager or his designee to execute Amendment No. 3 to the Goods and Services Agreement with AMREP Manufacturing Company, of Ontario, California, for parts and repairs of refuse truck bodies in the amount of $360,000, for a total not-to-exceed contract amount of $2,010,000.

18. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH CITRUS MOTORS ONTARIO, INC. FOR THE PROCUREMENT OF FORD

ORIGINAL EQUIPMENT MANUFACTURER PARTS AND REPAIR SERVICES The City Council authorized the City Manager or his designee to execute Amendment No. 5 to the Goods and Services Agreement with Citrus Motors Ontario, Inc., of Ontario, California, in the amount of $160,000, for a total not-to-exceed contract amount of $690,000 for the procurement of Ford Original Equipment Manufacturer (OEM) parts and repair services.

19. A MAINTENANCE SERVICES AGREEMENT WITH PRO-CRAFT
CONSTRUCTION, INC. AND 24- HOUR EXPRESS SERVICES, INC. FOR ON-

CALL PLUMBING SERVICES
The City Council took the following actions:

A. Authorized the City Manager or his designee to execute a three-year Maintenance Services Agreement with Pro-Craft Construction, Inc., of Redlands, California, for on-call plumbing services in the amount of $450,000; and authorized the option to extend the agreements for up to two additional one-year terms; and
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B. Authorized the City Manager, or his designee to execute a three-year Maintenance Services Agreement with 24-Hour Express Services, Inc., of Murrieta, California, for on- call plumbing services in the amount of $450,000; and authorized the option to extend the agreements for up to two additional one-year terms.

20. PURCHASE AND IMPLEMENTATION OF AUTOMATED LICENSE PLATE

RECOGNITION SYSTEM
The City Council authorized the City Manager or his designee to execute all documents necessary for the purchase and implementation of twenty Automated License Plate Recognition (ALPR) cameras from Flock Systems of Atlanta, GA in the amount of $1,487,500.

21. A PROFESSIONAL SERVICES AGREEMENT WITH CARDO CONSULTING, INC.

TO ASSIST IN THE IMPLEMENTATION AND COORDINATION OF THE NEW

FIRE AMBULANCE PROGRAM
The City Council authorized the City Manager or designee, to approve a Professional Services Agreement with Cardo Consulting, Inc., of Temecula, California, for the implementation and coordination of the new Fire Ambulance Program for a not-to-exceed contract amount of $210,000 as amended.

22. AN AMENDMENT TO THE AGREEMENT FOR THE JOINT EXERCISE OF

POWERS RELATIVE TO THE SAN BERNARDINO ASSOCIATED

GOVERNMENTS
The City Council approved Amendment No. 4 to the Joint Exercise of Powers Agreement Relative to the San Bernardino Associated Governments to for San Bernardino Associated Governments (SANBAG), now referred to as the San Bernardino Council of Governments (SBCOG), to increase membership dues by $27,553, for a total of $123,395.

PUBLIC HEARING

23. A PUBLIC HEARING TO CONSIDER FILE NO. PUD21-002, A PLANNED UNIT DEVELOPMENT FOR A 0.48-ACRE PARCEL OF LAND LOCATED AT 413 WEST

EMPORIA STREET SUBMITTED BY JWDA-MS ARCHITECTS
The City Council introduced and waived further reading of an Ordinance to approve File No. PUD21-002, the Emporia Work/Live Lofts Planned Unit Development, establishing development standards and design guidelines to facilitate joint work/live quarters at 413 West Emporia Street.

ORDINANCE NO. 3269 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO.

PUD21-002, A PLANNED UNIT DEVELOPMENT TO ESTABLISH DEVELOPMENT AND PERFORMANCE STANDARDS AND DESIGN GUIDELINES FOR 0.48- 20 Ontario City Council/Ontario Housing
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ACRES OF LAND LOCATED AT 413 WEST EMPORIA STREET WITHIN THE LUA- 2N (ARTS DISTRICT- NORTH) OF THE MU-1 (DOWNTOWN MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF - APN:
1049-059-03.

Notice of public hearing was duly given and affidavits of compliance are on file in the Records Management Department. There were no written communications.

Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item. Hearing no one, Mayor Leon closed the public hearing and opened the item for Council discussion.

MOTION: Moved by Mayor pro Tem Dorst-Porada seconded by Council Member Bowman and carried by a unanimous vote 5-0, to introduce Ordinance No. 3269.

24. A PUBLIC HEARING TO CONSIDER THE ADOPTION OF AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA21-012)

BETWEEN THE CITY OF ONTARIO AND RICHLAND MEADOWLAND, LTD,

STRACK FARMS LAND, LLC, AND RMD INLAND INVESTORS, LLC
The City Council introduced and waived further reading of an Ordinance to approve a Development Agreement (File No. PDA21-012) between the City of Ontario and Richland Meadowland, LTD, Strack Farms Land, LLC, and RMD Inland Investors, LLC.

ORDINANCE NO. 3270 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO.

PDA21-012, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO

AND RICHLAND MEADOWLAND, LTD A TEXAS LIMITED PARTNERSHIP,

STRACK FARMS LAND, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND

RMD INLAND INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY,

TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH
TENTATIVE TRACT MAP 20472 (FILE NO. PMTT21-018), A 47.16 ACRE

PROPERTY LOCATED AT THE SOUTHWEST CORNER OF EUCALYPTUS
AVENUE AND HAVEN AVENUE, WITHIN PLANNING AREA 30 MIXED
RESIDENTIAL AND PLANNING AREA 31 MIXED RESIDENTIAL OF THE SUBAREA 29 SPECIFIC PLAN (FILE NO. PSPA21-005), AND MAKING FINDINGS IN SUPPORT THEREOF - APN(S): 0218-331-31 AND 0218-331-52.

Notice of public hearing was duly given and affidavits of compliance are on file in the Records Management Department. There were no written communications.

Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item. Hearing no one, Mayor Leon closed the public hearing and opened the item for Council discussion.

MOTION: Moved by Council Member Bowman seconded by Mayor pro Tem Dorst-Porada and carried by a unanimous vote 5-0, to introduce Ordinance No. 3270. 21 Ontario City Council/Ontario Housing
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STAFF MATTERS:

City Manager Ochoa made no announcements.

ITEM 25 – CONTINUED. A RESOLUTION TO RENEW THE DOWNTOWN ONTARIO

COMMUNITY BENEFIT DISTRICT
The City Council took the following actions pertaining to the renewal of the Downtown Ontario Community Benefit District (“CBD”):

A. Conducted the public hearing;
B. Considered oral and written testimony regarding the proposed renewal of the CBD;
C. Tabulated Assessment ballots returned to the City pursuant to the procedures set forth in Government Code Section 53753; and
D. Adopted a Resolution of Formation to renew the CBD and to levy and collect assessments within such CBD pursuant to California Streets and Highways Code 36600
RESOLUTION 2024-002 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ONTARIO, CALIFORNIA, TO RENEW THE DOWNTOWN ONTARIO COMMUNITY

BENEFIT DISTRICT AND TO LEVY AND COLLECT ASSESSMENTS WITHIN SUCH

DISTRICT PURSUANT TO THE ESTABLISHMENT OF PROPERTY BUSINESS IMPROVEMENT DISTRICTS - SECTION 36600 OF THE CALIFORNIA STREETS AND HIGHWAYS CODE AND TAKING OTHER ACTIONS THERETO.

City Clerk Mautz announced the results indicating that 88% were in support of the renewal of the benefit district and 12% were in opposition.

MOTION: Moved by Council Member Bowman seconded by Mayor pro Tem Dorst-Porada and carried by a unanimous vote 5-0, to adopt Resolution 2024-002.

COUNCIL MATTERS:

Council Member Valencia made no comments.

Council Member Bowman made no comments.

Council Member Wapner made no comments.

Mayor pro Tem Dorst-Porada spoke on the importance of vehicles having both front and rear license plates.

Mayor Leon made no comments.
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ADJOURNMENT:

Mayor Leon adjourned the meetings of the Joint Agencies at 7:22 p.m. and announced the next regular meeting was scheduled for February 6, 2024.

Respectfully submitted,
_____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY
APPROVED:
_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
23 Department: Engineering
Prepared By: Yesenia Lopez
Staff Member Presenting:

Scott Murphy, Executive Director Community
Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 3
SUBJECT:

A CONSTRUCTION CONTRACT WITH HARDY & HARPER, INC. FOR THE 2024

SPRING PAVEMENT REHABILITATION PROJECT

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Budget includes appropriations for the construction of the Project in the amount of $2,050,000 from Measure I, Road Maintenance and Rehabilitation Account (RMRA-SB1) and Community Development Block Grant (CDBG). The total recommended expenditure authorized for Hardy & Harper, Inc. consists of $2,041,000 plus a ten percent contingency of $204,100 for a total of $2,245,100. Based on the Project bid results, an additional $299,141 will be needed for Project ST2413 Fourth Street from Sultana Avenue to Cucamonga Avenue and Project ST2403 Chino Avenue from Ontario Avenue to Cucamonga Creek Channel and will be funded from the RMRA-SB1 fund balance. If approved, the additional appropriations from RMRA-SB1 will be included in the next Quarter Budget Update Report to the City Council as needed.

BACKGROUND & ANALYSIS:

The general scope of work to be performed under this construction contract consists of grinding and removal of damaged pavement, placement of new asphalt rubber hot mix pavement, replacement of concrete curb and gutter, curb ramps, and any appurtenances necessary to complete the improvements as described in the Plans and Speciﬁcations. The Project locations include rehabilitation of three streets and three alleys and is anticipated to extend the lifespan of the streets and alleys by ﬁfteen to twenty years. Project location maps are provided for 24 reference as Exhibit "A." In November 2023, the City solicited bids for the Project and four bids were received. The following is a summary of the bid results:

COMPANY LOCATION AMOUNT Hardy & Harper, Inc. Lake Forest, CA $2,041,000 All American Asphalt Corona, CA $2,164,164 Onyx Paving Company, Inc. Anaheim, CA $2,345,000 CWS Systems, Inc. Pasadena, CA $3,733,450

Hardy & Harper, Inc. submitted the lowest responsive bid.

ENVIRONMENTAL REVIEW:

The environmental impacts of this P
roject were reviewed and Staﬀ
determined that the Project is categorically exempt from the requirements of the California Environmental Quality Act pursuant to Section 15301 (Class 1, Existing Facilities) of the California Environmental Quality Act, whereas the Project consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of lead agency’s determination. 25 26
27 28
29 30
31 32
the Contractor will pay the City the sum of Five Thousand Two Hundred Dollars ($5,200) for each and every calendar day of delay in completing the Work beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

Should Contractor be i nexcusably delayed in the performance of the Work, City may deduct Liquidated Damages based on its estimate of when Contractor will achieve Final Completion or other milestones. City need not wait until Final Completion to withhold Liquidated Damages from Contractor.

Liquidated Damages are not a penalty but a n agreed upon estimate of the actual damages that would be sustained by the City for delay, including but not limited to loss of revenue, inconvenience to the City and the public, and increased Project administration expenses, such as extra inspection, con struction management, staff time and architectural and engineering expenses. Liquidated Damages do not include actual damages the City incurs on account of claims by third parties against the City on account of any delay.

Should money due or to become due to the Contractor be insufficient to cover Liquidated Damages or other offsets due, then Contractor forthwith shall pay the remainder of the assessed liquidated damages to City.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the follow ing documents, each of which is incorporated into this Contract by reference
• Notice Inviting Bids
• Instructions to Bidders
• Bid Form
• Contractor’s Certificate Regarding Workers’ Compensation form • Bid Bond
• List of Subcontractors form
• Contractor Information and Experience Form
• Non-Collusion Declaration form
• Public Works Contractor Registration Certification form • Iran Contracting Act Certification form
• Contract
• Performance Bond
• Payment Bond
• Environmental documents and approvals (If Applicable) • General Conditions
• Special Conditions
• Standard Specifications for Public Works Construction (Greenbook), 2021 Edition, except Sections 1-9
• Technical Specifications
• Addenda (If Applicable)
33 • Plans and Drawings (Dated 11/15/2023)
• Approved and fully executed Change Orders
• Applicable Local Agency Standards and Specifications, as last revised • Federal Requirements (If Applicable)
• Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and lo cal laws, rules and regulations, including but not limited to, the provisions of the California Labor Code and Public Contract Code applicable to this Project. If the work involves federal funds, the Contractor and all its subcontractors shall comply with all requirements set forth in the attached Federal Requirements.

ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accor dance with the Labor Code which such rates shall be obtained online at http//www.dir.ca.gov/dlsr and which must be posted at the job site.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

34 IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager

ATTEST:

By:

Sheila Mautz, City Clerk

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

By:

Its:

Printed Name:

By:

Its:

Printed Name:

____________________________________
Contractor’s License Number and
Classification

____________________________________
DIR Registration Number

END OF CONTRACT

35 Department: Engineering
Prepared By: Jaime Maciel-Carrera
Staff Member Presenting:

Scott Murphy, Executive Director Community
Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 4
SUBJECT:

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH PARSONS CORPORATION FOR ENGINEERING AND DESIGN SERVICES FOR THE I-10

FREEWAY AT GROVE AVENUE AND FOURTH STREET INTERCHANGE AND GROVE

AVENUE CORRIDOR PROJECT

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Pursue City's Goals and Objectives by Working with Other Governmental Agencies Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The proposed Amendment No. 10 increases the Agreement amount by $2,650,623, plus an additional 10% contingency of $265,063. The revised total contract amount is $7,632,379, with a revised total contingency of $333,005 for a revised total not-to-exceed authorization amount of $7,965,384.

The Federal Highway Administration (FHWA) has allocated an additional $3,334,729 in SAFETEA-LU funds on an 80% cost reimbursement basis for the I-10 Freeway at Grove Avenue and Fourth Street Interchange and Grove Avenue Corridor Project. City Council previously accepted the additional $3,334,729 in SAFETEA-LU funds in 2019. The City will be reimbursed 80% of the engineering and environmental services costs associated with Amendment No. 10 from the State of California; a
total
reimbursement
amount of $2,332,548. The required 20% match of $583,137 will be funded by Old Model Colony Regional Streets Development Impact Fee. 36 Associated revenues and expenditures will be included in Mid-Year Budget Update in the Ground Access Fund for $2,332,548 and $583,137 to OMC Regional Streets Fund.

BACKGROUND & ANALYSIS:

In December 2012, the City Council approved a Professional Services Agreement with Parsons in the amount of $3,000,000 for PA&ED of the I-10 Freeway at Grove Avenue and Fourth Street Interchange and Grove Avenue Corridor Project.

The existing agreement with Parsons is for the preparation of a study evaluating environmental impacts and recommending the conﬁguration of a new interchange at I-10 Freeway at Grove Avenue, including the widening of Grove Avenue from four to six lanes between I-10 and Airport Drive and reconﬁguring the existing interchange at I-10 and Fourth Street. The environmental document for the Interchange and Corridor were separated with the Corridor PA&ED document completed in July 2021.

The City has experienced delays in completing the PA&ED phase of the Interchange due to Caltrans elevating the environmental document type to an Environmental Impact Report (EIR) after years of reviewing it as an Initial Study/Environmental Assessment (IS/EA). The EIR is being required due to changes in the California Environmental Quality Act (CEQA) Green House Gas (GHG) emissions analysis requirements. The CEQA changes have resulted in the need to update technical studies.

Amendment No. 10 will provide funding for the completion of the PA&ED phase of the Interchange Project. Once completed, the project can move into the design, right of way, and ultimately construction phase.
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1-10 / Grove Avenue IC and Corridor
Project Approval and Environmental Document (PA/ED) Phase EXHIBIT "C-8"
SCHEDULE FOR ADDITIONAL SCOPE OF SERVICES FOR 1-10 GROVE AVENUE INTERCHANGE CONTRACT TASKS 2023 2024
Jul Aug Sep Oct Nov Dec Jan Feb Mar IApr May Jun Jul IAug Sep Oct INov . _J_ Notice lo Proceed/Approved Amendment 9 ,o.__ - - --- --t-- r-I • I Task 1 Project Management (100) I '
.,.

Task 2: Preliminary Engineering Studies & Draft Project Report (160) Task 3: Environmental Studies & Draft Environmental Document (165) � -- r- 1-Task 4: Pen11its, Agreements & Route Adoption (170) I
L I Task 5: Circulate DED & Select Preferred Alternative (175) - � - -- ,- -Task 6: Approve Project Report & Final En�ronmental Document (180) I I Dec Jan Feb Mar Apr
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May
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Jun Jut
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57 58
Department: Fire Department
Prepared By: Janny Phan
Staff Member Presenting:

Mike Gerken, Fire Chief
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 5
SUBJECT:

AUTHORIZE THE PURCHASE OF A FIRE SAFETY TRAILER WITH JHB GROUP, INC.

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager or designee to execute the purchase of a Fire Safety Trailer from JHB Group, Inc. of Lake in the Hills, Illinois, in the amount of $212,463 plus a 3% contingency of $6,374 to mitigate any unforeseen issues with supply chain surcharges and manufactures price increases, for a total not-to-exceed amount of $218,837.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Maintain the Current High Level of Public Safety
FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Operating Budget includes appropriations in the Equipment Services Fund for the purchase of a Fire Safety Trailer in the amount of $212,463 plus a 3% contingency of $6,374 to mitigate any unforeseen issues with supply chain surcharges and manufacturers' price increases, for a total not-to-exceed amount of $218,837.

BACKGROUND & ANALYSIS:

For decades, the Ontario Fire Department has been dedicated to educating the community on the importance of ﬁre and life safety. The commitment to public education involved using a ﬁre safety trailer as a key tool for outreach. Through the use of this trailer, people of all ages were able to learn about a wide range of ﬁre and life safety topics and engage in realistic simulations. Due to the age of the previous ﬁre safety trailer and wear and tear, it is necessary to purchase a new trailer.

The purchase of this safety trailer will allow enhanced educational experience to citizens.

Numerous studies have demonstrated that people retain information more eﬀectively when they are able to hear, visualize, and engage in hands-on activities. The selected proposal will deliver a trailer that allows the participant to come across common household ﬁre scenarios including a kitchen, bedroom and BBQ grill and move through motion activated activities that allow for an instructional or self-guided experience. It will also be equipped with a shake, rattle and roll severe weather simulator along with a ﬁre extinguisher training/simulation system.

By incorporating
simulation in the new trailer, the Ontario Fire Department will be able to deliver a comprehensive, fully ADA compatible, and immersive educational experience.

59 In December 2023, the City solicited proposals on PlanetBids for a ﬁre safety trailer and notiﬁed 237 potential bidders. After receiving two competitive bids, Staﬀ reviewed proposals for trailer speciﬁcations, content clarity, warranty, project timeline, fee proposal, and experience. JHB Group, Inc.'s proposal is thorough and showcases experience in safety trailers. Staﬀ is recommending the purchase of the safety trailer from JHB Group, Inc. in the amount of $212,463. 60 Department: Planning
Prepared By: Jamie Richardson
Staff Member Presenting:

Scott Murphy, Executive Director Community
Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 6
SUBJECT:

A PROFESSIONAL SERVICE AGREEMENT WITH SWA GROUP FOR THE DESIGN AND

PREPARATION OF CONSTRUCTION DOCUMENTS FOR THE ONTARIO ARENA PLAZA

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The contract proposes the expenditure of a not-to-exceed amount of $970,147. If approved, appropriations in the Capital Projects Fund will be included in the Mid-Year Budget Update Report to City Council as needed.

BACKGROUND & ANALYSIS:

In June of 2022, the City approved a Development Plan to construct four mixed-use buildings totaling 63,655 commercial square feet and 694 dwelling units on 13.3 acres of land located at 4000 East Ontario Center Parkway and the southeast and southwest corner of Via Piemonte and Via Villagio, within the Mixed-Use land use district of the Piemonte Overlay of the Ontario Center Speciﬁc Plan. The overall concept for the approved project is to construct a mixed-use development that encourages entertainment, dining, and pedestrian activities by creating spaces for a variety of uses in proximity to each other, including residential, retail, dining, gathering, and entertainment. The main elements of the mixed-use development incorporate ground ﬂoor restaurants and retail, with four levels of residential apartments above. The ground level will also be used for residential parking that will be fully covered by residential common open spaces on the level above.

61 The focal feature of this mixed-use development is a 2-acre public Ontario Arena Plaza proposed between the Toyota Arena on the west and the 5-story mixed-use buildings to the east and southeast. The Ontario Arena Plaza will provide pedestrian connectivity north to existing and proposed commercial uses and between the Toyota Arena and proposed mixed-use developments.

The vision for the Ontario Arena Plaza is to create an engaging space for activities and leisure. The Ontario Arena Plaza should serve as the “living room” for the entertainment district, where people can gather for special events, entertainment and social interaction. In addition, the Ontario Arena Plaza is envisioned to serve as an economic catalyst for visitors attending a venue at the Toyota Arena and attracting visitors to the restaurant/retail areas and new businesses.

In collaboration with the ASM Global (Toyota Arena), and Adept (the Developer for the mixed-use development), a conceptual design (See Exhibit A – Ontario Arena Plaza Conceptual Design) for the Ontario Arena Plaza was prepared. The contract with SWA Group will provide ﬁnal design and construction drawings for development of the plaza.
62 46700.00100\40935195.1
BB&K (2023) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and SWA Group (SWA), a California Corporation, with its principal place of business at 570 Glenneyre Street, Laguna Beach, California, California 92651- 2453 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in prov iding Architecture, Landscape Architecture, and Engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for theDesign and Preparation of the Construction Plans for the Ontario Arena Plaza project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

DEBRA PORADA

MAYOR PRO TEM
ALAN D. WAPNER
JIM W. BOWMAN

RUBEN VALENCIA

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
JAMES R. MILHISER

TREASURER

SCOTT OCHOA

CITY MANAGER
63 46700.00100\40935195.1
BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT
more particularly described in Exhibit "A" attached hereto and incorporated herein by reference.

All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from February 20, 2024 to February 20, 2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed NINE HUNDRED SEVENTY THOUSAND ONE HUNDRED FORTY-SEVEN DOLLARS ($970,147) without the written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant 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.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City 64 46700.00100\40935195.1
BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT
and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant 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.

Consultant 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.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Sean O’Malley, PLA Managing Principal.

3.3.5 City's Representative. The City hereby designates Rudy Zeledon, Community Development Assistant Director or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Sean O’Malley, PLA Managing Principal or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her 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.

3.3.7 Coordination of Services. Consultant 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 65 46700.00100\40935195.1
BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT
all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant 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 Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, 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 Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other 66 46700.00100\40935195.1
BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT
Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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. Consultant 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.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any 67 46700.00100\40935195.1
BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT
other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant 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, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with 68 46700.00100\40935195.1
BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT
limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
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BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. 70 46700.00100\40935195.1
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3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) 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.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant 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 Worker's 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 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by 72 46700.00100\40935195.1
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giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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.

3.6 Indemnification.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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 73 46700.00100\40935195.1
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created pursuant to this Agreement. Consultant 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.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

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

Consultant: SWA Group
570 Glenneyre Street
Laguna Beach, CA 92651
ATTN: Sean O’Malley
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Rudy Zeledon, Community Development Assistant
Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. 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.

3.7.4 Ownership of Materials and Confidentiality.
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3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, 75 46700.00100\40935195.1
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pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.5 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.

3.7.6 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.

3.7.7 Attorneys’ 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 attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, 76 46700.00100\40935195.1
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disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

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

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

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

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services 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.

3.7.13 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 Consultant include all personnel, employees, agents, and subconsultants of Consultant, 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.

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

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

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

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, 77 46700.00100\40935195.1
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illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants 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.

3.7.19 Authority to Enter Agreement. Consultant 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.

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

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

SWA GROUP
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO SWA GROUP
By: AAA
Its: Contracting AgentBBB
Printed Name: Sean O’MalleyCCC
Approved By:

Scott Ochoa
City Manager
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
City Attorney
Attested By:

City Clerk
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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "A"

SCOPE OF SERVICES
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BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "B"

SCHEDULE OF SERVICES
SWA Group shall provide all services described in the Proposal (Ontario Arena Plaza) dated February 1, 2024, identified in Exhibit A.
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BB&K (2023) Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT EXHIBIT "C"

COMPENSATION
Compensation is described in the Proposal (Ontario Arena Plaza) dated February 1, 2024, under Fees and Terms identified in Exhibit A.
82 570 Glenneyre Street
Laguna Beach, California
92651-2453
+1.949.497.5471
www.swagroup.com

Sean O’Malley
Xiao Zheng
Dhaval Barbhaya
Stephen Rydzon
Gerdo P Aquino
Thomas Balsley
Kinder Baumgardner
Matt Baumgarten
Natalia Beard
René Bihan
Shuyi Chang
Richard Crockett
Ning Deng
Marco Esposito
Leah Hales
Ying-Yu Hung
Bill Hynes
Jeremy Klemic
Hui-Li Lee
James Lee
Margaret Leonard
Chih-Wei Lin
Ye Luo
Scott McCready
Charles S McDaniel
Timothy Peterson
Haifeng Ren
Rhett Rentrop
Michael Robinson
R Joseph Runco
Raymond Siu
David P Thompson
James Vick
John L Wong
Jack Wu
Shuntaro Yahiro
Ji Hyun Yoo
Peiwen Yu
Yang Zhang
Revised February 1, 2024
January 25, 2024

City of Ontario
303 East B Street
Ontario, CA 91764

Attn: Jamie Richardson, Senior Landscape Architect
Re: Ontario Arena Plaza Proposal
Ontario, San Bernardino County, California

Dear Jamie:

We are pleased to submit the following proposal for Professional Services in connection with the project referenced above.

This Agreement is by and between SWA Group (SWA ), a California corporation, and the City of Ontario (the Client), a municipal corporation organized un the laws of the State of California.

SWA shall provide professional services on the project referenced above, the extent of which is indicated on the attached drawing entitled Exhibit A, which may be generally described as the 2-acre plaza area bound by the Toyota Arena mixed-use project currently under construction. SWA has hired a team of professional sub-consultants for this project as follows: Tait & Associates, Inc. (Exhibit B) civil engineering and surveying; tk1sc, member of WSP, (Exhibit C) electrical engineering and lighting design; Aquatic Design Group, Inc. ( Exhibit D) water feature engineering; Glasir Design (Exhibit E) for irrigation engineering; JJS Structural, Inc. ( Exhibit F) structural engineering; and Cumming Management Group, Inc. ( Exhibit G ) for cost estimati on. SWA has yet to select a Dry Utility Consultant due to scope uncertainties at the date of this proposal.

I. SCOPE OF SERVICES
A. SWA’s team will provide conceptual design, design development, construction documentation , construction observation services & record drawings , and as later described, for the following scope items:

1. Landscape Architecture
a. Pedestrian and plaza pavements.
b. Landscape walls, steps, railings and related site elements not a part of the buildings, if any.
c. Planting.
d. Fences, trellises, shade structures, decks and fixed seating devices, if any. e. Site furnishings including benches, tables, umbrellas, planter pots, trash receptacles, bike racks and drinking fountains, if any.
f. Coordination, locating, and utility connection for temporary event structures & kiosks.

83 City of Ontario
Ontario Arena Plaza Proposal
Revised February 1, 2024

Page 2 of 19 ends

2. Civil Engineering
a. Site surveying, grading, stormwater, fire access, hydrant and utility design as indicated in Exhibit B.

3. Lighting & Electrical Engineering
a. Lighting design, lighting engineering and site electrical engineering as indicated in Exhibit C ; includes electrical connections to city-designed broadband, Wi-Fi, and other low voltage structures.

4. Water Feature Engineering
a. Architectural design and mechanical/electrical/plumbing (MEP) engineering for up to two (2) water features as indicated in Exhibit D.
b. Scope assumes a water wall and pop -jet style fountain as indicated in the City’s Request for Pr oposal document.

5. Irrigation Engineering
a. Design and engineering of high efficiency, weather sensing irrigation downstream from the point of connection as indicated in Exhibit E.

6. Structural Engineering
a. Structural design, details and calculations for up to two (2) shade structures and three (3) retaining wall types as indicated in Exhibit F.

7. Cost Estimating Services
a. Architects & Engineers Opinions of Probable Costs.
b. Third-party cost estimating as indicated in Exhibit G.

8. Dry Utility Consulting
a. A labor budget of $10,000 is included in this proposal; however, the scope of work cannot be determined until the design has progressed. Work performed beyond this labor budget allotment will be considered Additional Services for a fee to be determined between the parties in writing.

9. If required, child play areas conceptual layout with pre -fab equipment only ; does not include local code compliance and/or permitting requirements.

10. Landscape soils management.

11. Coordination of site graphics.

12. Coordination of site artwork.

13. Coordination of Design Team.

B. The scope and fee included herein may be adjusted after the Concept Phase to reflect additions to, or subtraction from, the program elements related to the final concept design ; fee adjustments will be negotiated between the pa rties in writing.

84 City of Ontario
Ontario Arena Plaza Proposal
Revised February 1, 2024

Page 3 of 19 ends

C. Limitations & Assumptions

1. Design of Scope Items shall not include structural provisions for support of such items in the structure of the building; penetrations of the structure of the building for structural, mechanical, electrical or plumbing connections; actual connection to structural, mechanical, electrical and plumbing systems of the building (other than point-of-connection in planters for irrigation); waterproofing of the structure or protective covering of that waterproofing; or waterproofing of penetrations of the structure.

2. It is assumed that previously prepared surveys, boundary mapping, and base mapping (utilities and other infrastructure) will be provided by the Client for the adjacent and existing developments. This proposal assumes that the provided data can be used and relied upon for existing and join conditions.

D. Sub-consultants Not Contracted to SWA
If requested by the Client, SWA may retain and direct the services of the following professional consultants . Fees for such services are not included in this contract and shall be the subject of future agreements.

1. Engineering services: Geotechnical, or Environmental.

2. Soils consultant.

3. Graphic design, wayfinding and signage.

4. Communications, website design, multi-media.

5. Professional perspective renderings or animations.

6. Arborist, horticultural consultants.

7. All consultants not listed in the Scope of Services.

II. PROCEDURE
A. Preliminary Concept
The purpose of this task is to develop an overall design concept for the site and to document in written and graphic form the layout and character of the project.

1. Project Kickoff
a. Assist the Client in providing project background materials in digital format including scope, overview and timeline in advance of the kickoff meeting.
b. Attend a f ormal kickoff meeting , organized by the Client’s Project Development Team (PDT) , to review and discuss expectations, clarify project tasks and establish procedures. c. The Client will provide full information regarding requirements for the project, including a program which shall set forth space requirements and relationships, flexibility and expandability, special equipment, systems and site requirements.
d. TAIT will distribute initial utility notices to all utilities identified within the limits of work based on USA – DigAlert search and records will be requested from all identified utilities. Utility locating and potholing will be provided by others.

85 City of Ontario
Ontario Arena Plaza Proposal
Revised February 1, 2024

Page 4 of 19 ends

2. Site Analysis & Background
a. Visit the project site (with or without the Client) and become familiar with overall characteristics and relationship to adjacent developments around the site, and obtain initial photographic coverage. b. On the basis of background studies, on -site investigation, base maps and special information provided by the Client and other project consultants, SWA shall consider and evaluate the following:
i. Planning Factors:
(i) City TOP Policy Plan;
(ii) City transportation master plan;
(iii) City bike and trail master plan;
(iv) Ontario Center Specific Plan – Piemonte Overlay;
(v) City storm drain, water and sewer master plans;
(vi) Relationships to Toyota Arena and existing and future developments; (vii) Property boundaries and easements;
(viii) Utility location, availability and easements.
ii. Natural Factors:
(i) Topography, slopes and orientation;
(ii) Soils and geological factors;
(iii) Hydrology, drainage patterns;
(iv) Climate and wind factors.

3. Survey and Site Background Studies
a. TAIT will initiate the preparation of the conceptual design plans . Assuming hydrology and WQMP for master site will be provided by the Client , and other documents that are historical to the project and adjoining developments.
b. A full drone aerial survey of the work limits (assumed to be 2-acres) as well as pickup topographic survey of the existing joins (southern and northern roadway as well as frontage of the Ontario Arena). Thi s task does not include new boundary or easement/encumbrance mapping and it is assumed that base mapping and site control will be provided by others. If full boundary and control mapping is required to be provided by TAIT, an additional services fee will be required.

4. Tour
a. SWA will organize a field tour with the PDT to visit similar local projects for planning, design and programming focused on context, scale and character.
i. The field trip will allow for up to ten (10) people. b. Provide a summary report of the tour with photos, presentations and synopsis of discussions in PDF format. 86 City of Ontario
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5. Refined Conceptual Design
a. Building on the preliminary conceptual design for the Plaza together with conclusions from site research, lessons from projects site tour, input from the P DT, and the key plan components, SWA shall prepare a final concept design for the Arena Plaza addressing:
i. Conceptual grading and stormwater management;
ii. Vehicular circulation for maintenance and solid waste pick up; iii. Well-defined and unique pedestrian walkways, connectivity, linkages, seating areas, gathering spaces and overall pedestrian experience;
iv. Landscape design and character, paving construction materials and water feature details; v. Programming/Placemaking, including passive and active areas, entertainment areas, and outdoor dining opportunities;
vi. Character and design theme for amenities including seating areas, furniture, lighting, temporary structures, kiosk, and restroom facilities.

6. Deliverables
a. Landscape Architectural Deliverables:
i. Opportunities and constraints diagram;
ii. Site analysis diagram;
iii. Plan sketches;
iv. Overall illustrative plans;
v. Overall diagram of landscape typologies;
vi. Diagram of circulation system;
vii. Conceptual grading plan;
viii. Concept narrative with reference imagery;
ix. Conceptual water feature designs;
x. Supplemental digital exhibits for key strategies and approaches. b. Civil Engineering Deliverables:
i. Topographic survey and base map;
ii. Refined conceptual design plans, and deliverables as indicated in Exhibit B. c. Site Lighting & Electrical Engineering Deliverables:
i. Conceptual lighting plan, layout and fixture selection as indicated in Exhibit C; ii. Preliminary electrical engineering as indicated in Exhibit C. d. Irrigation Engineering Deliverables:
i. Conceptual system design as indicated in Exhibit E.
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7. Meetings
a. Visit with project site (with or without the Client) one (1) time; attend one (1) kickoff meeting with the Client; and provide one (1) tour with the Client and/or the PDT. b. In addition, attend up to five (5 ) virtual or in -person meetings with th e Client and/or the PDT , during this phase if needed.

8. Duration
The duration for Phase A will not exceed six (6) weeks.

B. Design Development

1. Following approval of the design and the Client's authorization to commence design development, SWA ’s team shall prepare design development drawings and a preliminary estimate of probable construction cost for the design. The design development plans will define the character and essentials of the project, including selection of materials. An overall strategy for site soils will be identified, including recommended analysis, stockpiling, removal amendments, etc. Plant selections will be refined based on soils suitability or limitations. Stormwater management, infiltration and treatment areas will be identified and coordinated with other project consultants .

Water feature mechanical and electrical systems.

2. Design development of civil engineering scope of work as indicated in Exhibit B.

3. Design development of lighting and electrical engineering scope of work as indicated in Exhibit C.

4. Design development of water features engineering scope of work as indicated in Exhibit D.

5. Design development of irrigation engineering scope of work as indicated in Exhibit E.

6. Design development of structural engineering scope of work as indicated in Exhibit F.

7. Deliverables
a. Landscape Architectural:
i. Layout and materials plan;
ii. Area enlargement plans;
iii. Planting plan;
iv. Irrigation typology diagram;
v. Site furnishings, lighting, materials images;
vi. Plant list;
vii. Sections and/or elevations;
viii. Design development, key element details;
ix. Preliminary water demand estimate;
x. Preparation of code required Cal Green shade coverage analysis documents; xi. Preliminary estimate of probable construction costs. 88 City of Ontario
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b. Civil Engineering Deliverables:
i. Plans and reports as indicated in Exhibit B.
c. Lighting & Electrical Engineering Deliverables:
i. Fixture selections, plans, diagrams and calculations as indicated in Exhibit C. d. Water Feature Deliverables:
i. Plans, outline specifications and building criteria as indicated in Exhibit D. e. Dry Utility Coordination
i. A labor budget of $10,000 is included in this proposal; however, the scope of work cannot be determined until the design has progressed. Work performed beyond this labor budget allotment will be considered Additional Services for a fee to be determined between the parties in writing.

8. Meetings
Attend up to six (6) meetings with the Client and/or the PDT (virtual or in-person), during this phase if needed.

9. Duration
The duration for Phase B will not exceed six (6) weeks.

C. Construction Documentation

1. Upon the Client's approval of the design development plans and preliminary cost estimate, SWA will develop working drawings and technical sections of specifications to construct the work in one (1) drawing package, and shall prepare a final estimate of probable construction cost. Technical sections of specifications shall be prepared in Construction Specifications Institute (CSI) MasterFormat. The Client shall be responsible for Bidding and Contract Requirements and General Requirements divisions of the specifications.

2. SWA shall prepare working drawings and technical sections of specifications to reasonably conform to applicable codes and regulations of governmental bodies having jurisdiction over the work at the time of preparation.

3. In developing working drawings and technical sections of specifications, SWA’s team shall coordinate its services with those of other project consultants to maintain a construction budget in accordance with the preliminary design estimate of probable construction cost accepted by the Client at the end of the preliminary design phase.

When the final estimate of probable construction cost is one hundred twenty percent (120%) of the preliminary design budget estimate, or less, the final estimate will be acceptable to the Client.

4. Deliverables
a. Landscape Architectural Deliverables:
i. Material schedules;
ii. Layout plan;
iii. Area enlargement plans;
iv. Irrigation plan;
v. Irrigation water use calculations, as required;
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vi. Tree planting plan;
vii. Ground plane planting plan;
viii. Plant list;
ix. Construction, irrigation, & planting details for all landscape elements; x. Mock up details;
xi. Technical landscape specifications in CSI format;
xii. Updated cost estimate.
b. Civil Engineering Deliverables:
i. Construction documents as indicated in Exhibit B.
c. Lighting & Electrical Deliverables:
i. Construction documents as indicated in Exhibit C; including electrical connections to city-designed low voltage, broadband and Wi-Fi items.
d. Water Feature Deliverables:
i. Mechanical, electrical, plumbing and structural engineering con struction documents, calculations and specifications as indicated in Exhibit D.
e. Irrigation Engineering
i. Construction documents as indicated in Exhibit E.
f. Structural Deliverables:
i. Construction documents, calculations and specification as indicated in Exhibit F. g. Cost Estimator Deliverables:
i. 90% Construction Document Statement of Probable Construction Cost as indicated in Exhibit G.

5. Additional drawing packages will be considered Additional Services provided for an amount to be agreed upon between the parties in writing.

6. Meetings
Attend up to twelve (12) virtual or in-person meetings with the Client and/or the PDT, during this phase if needed.

7. Duration
The duration for Phase C will not exceed twelve (12) weeks.

D. Construction Observation

1. SWA’s team shall make periodic visits to the site (outlined under 11. below) to familiarize itself generally with the progress and quality of construction and to determine in general if the construction is proceeding in accordance with SWA's design intent and construction documents. On the basis of its observations while at the site, SWA will keep the Client informed of the progress of construction. SWA may recommend to the Client the rejection of work failing to conform to the contract documents.
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2. This phase does not include design updates to the plans.

3. SWA shall select and pre-tag specimen plant materials that are to be City-supplied or proprietarily selected.

4. SWA shall prepare and process change orders with prior approval of Client.

5. Provide clarification of construction documents and respond to contractor Requests for Information.

6. Review and approve sample and material submittals specified dealing specifically with water features.

7. SWA shall endeavor to secure compliance by the contractor to the plans and specificatio ns. SWA shall not be responsible for construction means, methods, techniques, sequences or procedures, or job -site safety, in connection with the work and the Client agrees to hold SWA harmless from and against any and all losses, claims, or damages arisin g out of or related to contractor's errors or omissions, or failure to carry out the work in accordance with the contract documents.

8. All punch list items will be reviewed in the field by the Contractor and City Inspector with verification of completeness to be provided prior to preparation and signature/stamp of the grading certification for the City’s records. Certification includes visual inspection of field elements only and does not include survey.

9. Inspections, surveying, and CM services are assumed to be provided by the City.

10. Deliverables
a. Site visit reports.
b. Submittals review.
c. Review of mock-ups and shop drawings.
d. Field sketches for clarifications purposes.
e. Responses to RFI’s.
f. Punch list report.

11. Construction Site Visits
Thirty (30) site visit/construction observation meetings will be provided that may be scheduled as follows:
a. Client pre-construction coordination.
b. Pre-construction meeting with contractor.
c. Layout of hardscape elements.
d. Mockup review.
e. Estimate four (4) for civil engineering.
f. Fine grading.
g. Estimate two (2) for lighting.
h. Estimate three (3) for irrigation.
i. Estimate five (5) for water features.
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j. Nursery visit.
k. Planting.
l. Punch list/substantial completion (begin establishment period). m. End of establishment period/final acceptance.

12. Additional site visits/construction observation meetings can be provided as Additional Services.

E. Record Drawings

1. Compile all documents provided by the City from the General Contractor affecting the final configuration of the work. These may include:
a. Contractor’s as-built drawings, survey records, plan changes, change orders, and other contract documents.

2. Produce the Record Drawings for the future reference of Owner and Public Agencies.

3. The Record Drawings will be a full set of plans stamped "As- Built" in red, in digital format.

4. This task assumes that the design is followed in the field and that only minor updates/notations will be required.

If design change is conducted it will be subject to an Additional Service Fee.

5. There are no meetings during this phase.

6. The duration for Phase E will not exceed two (2) weeks.

III. OPTIONAL SERVICES
Expanded Topographic Survey & Boundary Survey, as indicated in Exhibit B.

IV. DEVELOPMENT BUDGETS
A. As part of Design Development Phase, a proposed landscape construction budget for all items of work under the Scope of Services shall be established and approved.

B. This budget shall be revised and approved at the completion of the Construction Documentation Phase.

C. In the event that this budget is reduced or increased by more than 20% between the time of approval of the schematic design phase and the time of award of a construction contract, cost of modification of drawings and specifications to meet the changed project budget shall be considered Additional Services.

V. DESIGN APPROVAL
The City Planning Director, or a designer appointed by the City , will be designated as the person responsible for design direction to SWA for this project and has the authority for design approval. In the event that the design, as approved by this person is rejected by others, and re-design is required, such re-design services shall be compensated as Additional Services.

VI. MEETINGS
A. This proposal includes Professional Service time for up to twenty-six (26) in-person meetings or virtual online meetings for coordination or presentations with the Client, the PDT, or agencies, as outlined per phase above.

B. Additional meetings with the Client and/or the PDT shall be provided as Additional Services.

C. Travel expenses shall be billed as Reimbursable Costs pursuant to Appendix A. 92 City of Ontario
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VII. EXCLUSIONS TO SCOPE OF SERVICES
Items not specifically identified in the scope of services sections of this proposal are excluded from this work effort and if requested by the Client shall be considered Additional Services. The Client shall provide the following information or services as required for performance of the work . SWA assumes no responsibility for the accuracy of such information or services and shall not be liable for error or omissions therein. Should SWA be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services.

1. Soils testing and/or engineering.

2. Existing site engineering and utility base information.

3. Engineering other than that provided within the Scope of Services.

4. Shoring design.

5. Gas or telecom design.

6. Easement mapping.

7. Geotechnical services.

8. Utility locating and potholing.

9. Site environmental studies and documentation.

10. Plan check, permit fees, utility company fees, or any fees as may be required by regulatory agencies.

11. Off site and street lighting design.

12. Interior planting design.

13. Wayfinding and signage.

14. Theatrical lighting or show lighting.

15. BIM/REVIT or similar.

16. LEED documentation preparation and analyses.

17. Graphic design.

18. Professional renderings.

19. Expediting, code, zoning consultant.

20. Any item not specifically addressed in this proposal.

VIII. FEES AND TERMS
Services described above shall be provided for the fixed sum of Nine Hundred, Nine Thousand and Sixty-Seven ($909,067) Dollars, not including Reimbursable Costs, Optional Services, or those Excluded Services, in accordance with the terms and conditions in Appendix A attached hereto and which is incorporated and made part of this Agreement by reference.

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We estimate the following fee breakdown by phase:

Phase Fee Meetings Duration
A. Site Analysis & Refined Conceptual Design $133,366 8 meetings 6 weeks B. Design Development $217,798 6 meetings 6 weeks
C. Construction Documentation $456,649 12 meetings 12 weeks D. Construction Observation $80,426 30 site visits N/A
E. Record Drawings $20,828 No meetings 2 weeks
Fee Total*
*not including reimbursable costs
$909,067
We estimate the cost of Reimbursable Costs as identified in Appendix A will not exceed $4 5,000 (approximately 5%) without further authorization from the Client. Total Contract Value NTE $954,067.

OPTIONAL Service Fee
Expanded Topographic Survey & Boundary
Survey
$16,080
Combined Fee Total with Optional +
Costs
$970,147

We would be pleased to answer questions you may have or to clarify the various points above. If this proposal meets with your approval, please issue a formal agreement so we may commence with work.

Sincerely yours,
SWA Group

Sean O’Malley
Contracting Agent
Landscape Architect, CA License #3286
Landscape Architects are licensed by the State of California.

SOM/SR/dp

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APPENDIX A
Appended to and part of Agreement for Professional Services between SWA Group (SWA) and the City of Ontario (the Client), a municipal corporation organized un the laws of the State of California (the Client), dated February 1, 2024.

This Agreement supersedes any previous agreement or arrangement in relation to the Services (whether oral or written) and represents the entire understanding in relation to the Services.

FEES FOR PROFESSIONAL SERVICES
Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services.

REIMBURSABLE COSTS
The following costs shall be reimbursed at cost plus ten percent (10%) and are not included in the Fee for Professional Services:

A. Cost of copies of drawings, specifications, reports and cost estimates; in-house prints, reprographic and photographic reproduction of drawings and other documents furnished or prepared in connection with the work of this contract.

B. Cost of commercial carrier and public transportation, lodging, car rental and parking, subsistence and out-of -pocket expenses. Private automobile travel at the IRS-allowable rate at the time of traveling.

C. Delivery or messenger expenses, cost of postage other than first class mail.

ADDITIONAL SERVICES
Provided SWA has been paid per this agreement , Additional Services may be provided for an amount to be agreed upon between the parties in writing. The following principal(s) are committed to this project:

Principals Rate / Hour
O’Malley $341
Rydzon $225
Other principals, if used on this project, have rates ranging from $220 to $352 an hour. These rates may be increased subsequently without written notice. Current staff rates range between $110 and $180.

Additional Services are any services not included within the contract scope and include but are not limited to:

A. Special renderings, special process printing, special equipment, special printed reports or publications, maps and documents, requested by the Client and approved in writing.

B. Making planning surveys, feasibility studies, and special analyses of the Client's needs to clarify requirements for project programming.

C. Master planning.

D. Preparation of technical sections of specifications in other than Construction Specifications Institute (CSI) format.

E. Revisions and changes in drawings, specifications or other documents when such revisions are inconsistent with approvals or instructions previously given by the Client; required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or the preparation of alternates or deductive change orders requested by the Client.

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F. Repackaging or modifications to plans due to changes by other consultants following completion of SWA’s 100% construction documents.

G. Plan preparation for and construction observation of portions of a project let on a segregated bid basis or to be phased during construction.

H. Services with respect to replacement of any work damaged during construction.

I. Services required as a result of the default or insolvency of contractor.

J. Providing prolonged construction observation should the construction time be substantially extended through no fault of SWA.

K. Providing services if, in Guaranteed Maximum Price (GMP) projects, the cons truction budget for SWA scope items is reduced through no fault of SWA.

L. Providing services if, in "fast-track" projects, revisions to design or construction documents are required because of prior construction commitments or changes required in the construction process or phasing outside the control of SWA.

M. Cost of review as to form of lenders documents, certifications and consents to assignment requested of SWA during the term of this Agreement.

N. Fees for additional consultants not included in SWA's Basic Services and retained with the approval of the Client.

O. In-house professional photography.

P. 3D printing.

STATEMENTS
Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work complete .

Reimbursable Costs shall be billed with fee invoices. The Client will notify SWA of any disputes or questions regarding an invoice within fifteen (15) days of the Client’s receipt of the invoice in question.

ACCOUNTS
Accounts are payable net thirty (30) days from date of invoice at our office in Sausalito, California. A service charge of 1.25% of invoice amount per month (15% annual rate) will be applied to all accounts not paid within sixty (60) days of invoice date.

INSURANCE
At all times during the performance of its services unde r this Agreement, SWA shall maintain in full force and effect the following insurance, with the coverages and limits specified:

A. Workers' compensation insurance, including occupational disease, in accordance with the statutory requirements set forth by the state in which the work is to be performed, and employer's liability insurance covering all of SWA's employees engaged in the performance of this Agreement, in the sum of $1,000,000.00.

B. Commercial general liability insurance, including Landscape Architect protective liability and contractual liability insurance, covering death or bodily injury and property damage of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit.

C. Commercial automobile liability insurance covering SWA for claims arising from hired and non-owned vehicles covering death or bodily injury and property damage with limits of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit.
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D. Professional liability (errors and omissions) insurance, on a claims-made basis, with limits of $2,000,000.00 per claim and $4,000,000.00 in the aggregate.

E. Certificates of insurance covering any or all of the above insurance required to be maintained by SWA shall be provided to the Client upon written request.

F. Should the Client request in writing that modifications be made to the stated policy limits or deductibles, SWA shall use its best efforts to have its insurers accommodate such modifications. All charges and additional premiums levied by insurers for such modifications shall be paid by the Client in advance.

G. Upon written request by the Client, SWA shall use its best efforts to have the Client named as an additional insured on the Commercial general liability and Commercial automobile liabi lity policies described above, subject to acceptance by the insurer.

INDEMNIFICATION
A. To the extent of available coverage under the insurance coverage as provided in this Agreement, SWA shall indemnify and save harmless (but not defend) the Client against any and all loss, liability and damages arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property to the extent caused by the negligent errors or om issions or willful misconduct of SWA, its subcontractors, agents or employees.

B. The Client shall indemnify and save harmless SWA from and against any and all loss, liability and damage arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property, to the extent caused by or attributable to:

1. The negligent errors or omissions or willful misconduct of the Client, its contractors, subcontractors, agents or employees.

2. Any hazardous substance, condition, element or material, or any combination of the foregoing, produced by the Client; or emitted intentionally or unintentionally from the property on which the project is located or from the facilities to be designed; or specifically required by the Client to be used or incorporated by SWA into the work to be performed by SWA . SWA shall not be under any duty or obligation to investigate for the existence of such conditions, and shall not be responsible for any failure to discover such conditions.

3. Failure of the Client to provide information or services required to be provided by the Client under the terms of this Agreement or from any inaccuracy, error or omission in such information or services.

4. Any claim asserted by an individual Home Owner or a Homeowners’ Association formed for or associated with this project or any portion of this project, except to the extent caused by the negligence of SWA, its subcontractors, agents or employees. The Client's obligation to indemnify SWA under this clause shall include (without limitation) reimbursement to SWA for all reasonable costs incurred in the defense of such claims, including attorneys' fees incurred in connection with any appeal of a legal action, and all reasonable settlement costs, unless SWA is found to be negligent with respect to such claim under the dispute resolution procedures agreed to in this Agreement, upon which finding the Client shall have no duty to reimburse SWA for any such damages or costs which are attributable to SWA's negligence.

STANDARD OF CARE
The standard of care applicable to this Agreement shall be that level of care and skill ordinarily practiced by professionals practicing in the same discipline, location, and at the same time as the services provided by SWA. 97 City of Ontario
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LIMITATION OF LIABILITY
The Client agrees, to the fullest extent permitted by law, to limit the liability of the SWA and SWA’s officers, directors, partners, employees, shareholders, owners and subconsultants (the SWA Parties) for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the SWA Parties shall not exceed $50,000.00, or one half (½) of the Architect’s total stipulated fee for the services rendered under this Agreement, whichever amount may be greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

CONFIDENTIALITY
SWA will take reasonable precautions to protect and maintain the confidentiality of any information supplied by the Client during the course of this Agreement which is identified in writing by the Client as being confidential information, except to the extent that disclosure of such information to third parties is necessary in the performance of SWA's services. This clause shall not apply to any information which is in the public domain, or which was acquired by SWA prior to the execution of this Agreement, or obtained from third parties under no obligation to the Client.

RIGHT TO SUSPEND SERVICES
SWA shall have the right to suspend services on this project if (a) the parties have not executed a written contract for SWA's services and unpaid invoices have been rendered with an aggregate balance exceeding $5 ,000.00; or (b) unpaid project invoices over ninety (90) days old exceed $5,000.00 in the aggregate.

AUTHORIZATION TO PROCEED
If SWA is authorized to commence and/or continue providing its services on the project, either verbally or in writing, prior to the full execution of a written contract, such authorization shall be deemed an acceptance of this proposal, and all such services shall be provided and compensated for in accordance with the terms and conditions contained herein as though this proposal were fully executed by the Client.

OWNERSHIP OF DOCUMENTS
Original drawings and other documents, as instruments of professional service, are the property of SWA . None of them is to be used on other projects except by written agreement of SWA. One reproducible set of final documents will be furnished to the Client upon re quest. The Client has license to use/reproduce for purposes of this project provided payments are made to SWA when due.

ESTIMATES OF PROBABLE COST
As SWA has no control over construction costs or contractor's prices, any construction cost estimates are mad e on the basis of the SWA's experience and judgment as a design professional; but SWA cannot and does not warrant or guarantee that contractor's proposals, bids or costs will not vary from its estimates.

DOCUMENTS FURNISHED IN ELECTRONIC MEDIA
Drawings and data provided to SWA in digital format must be in a form acceptable to SWA. Drawing files shall be in AutoCAD dwg format version 2010 or higher, or an SWA -approved alternative. All files must be created with a legal license. As restricted by copyright law, SWA cannot accept any dwg or other file generated under an educational AutoCAD software license.

Instruments of professional service provided by SWA in electronic media form, once released by SWA, may be subject to inaccuracies, anomalies and errors d ue to electronic translation, formatting or interpretation. SWA is not responsible for 98 City of Ontario
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errors and omissions because of these conditions, nor for those resulting from conversion, modification, misinterpretation, misuse or reuse by others after electronic media is released by SWA.

CURRENCY
All payments to SWA will be made in lawful United States currency, free and clear of any taxes, liens or deductions of any type. The Client will reimburse SWA if any such assessments occur.

CREDITS/ACKNOWLEDGMENTS
SWA shall be given proper credit and acknowledgments for all services rendered including, but not limited to, planning, design and implementation. Proper credit shall be defined as being named by the Client (or their agent/client) in project identification boards, published articles, promotional brochures, social media and similar communications.

FORCE MAJEURE
SWA shall not be responsible for any delay in the performance or progress of the work, or liable for any costs or damages sustained by the Client resulting from such delay, caused by any act or neglect of the Client or the Client's representatives, or by any third person acting as the agent, servant or employee of the Client, or by changes ordered in the work, or as a result of compliance with any order or req uest of any federal, state or municipal government authority or any person purporting to act therefore, or by acts of declared or undeclared war or by public disorder, riot or civil commotion, or by any other cause beyond the reasonable control and without the fault or negligence of SWA. In the event of any such delay, SWA shall proceed with due diligence to alleviate such delay and continue the performance of all obligations under this Agreement. The time during which SWA is delayed in the performance of the work, shall be added to the time for completion of its services to the extent such time is specified in this Agreement . All additional costs or damages resulting from any delay in the performance or progress of the work caused by any act or neglect of the Client, its agents or representatives, shall be borne entirely by the Client.

LAW
This Agreement shall be interpreted and enforced according to the laws of the State of California.

VALIDITY
Should any provision herein be found or deemed to be invalid, t his Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of the Agreement are declared to be severable.

DISPUTE RESOLUTION
Any controversy, claim or dispute arising out of or relating to the interpretation, construction, or performance of this Agreement, or breach thereof, shall be referred to voluntary, nonbinding mediation to be conducted by a mutually acceptable mediator pr ior to resorting to arbitration pursuant to the JAMS Arbitration Rules then in effect . Arbitration through JAMS shall be the sole and exclusive venue for any dispute and the Client waives any right to challenge such jurisdiction. The Prevailing Party —defined as the party ultimately more successful relative to the final offer or demand — shall be entitled to recover its reasonable attorneys’ fees and costs. All disputes shall be governed by the law of the jurisdiction where the project is located.

SUCCESSORS A ND ASSIGNS
It is mutually understood and agreed that this Agreement shall be binding upon the Client and its successors and assigns and upon SWA, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party.

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TERMINATION AND WORK STOPPAGE
It is understood that these services may be terminated upon ten ( 10) days’ written notice for good reason by either party.

In this event, SWA shall be compensated for all work performed prior to date of termination at the rates set forth above.

Additionally, in the event that the Client stops the project for longer than thirty (30) days, SWA will be compensated for all work which has been performed by SWA prior to the date of work stoppage and payment shall be paid by the Client for such work to SWA within thirty (30) days of SWA’s invoice to the Client for those services rendered.

If the Project is suspended or not active for more than nine (9) months, SWA may, at its d iscretion, re-negotiate with the Client its compensation hereunder.

If the Project is suspended or not active for more than twelve (12) months, this Agreement will be terminated without notice.

REVOCATION
This proposal shall be considered revoked if acceptance is not received within sixty (60 ) days of the date hereof. If SWA does not receive a signed copy within this period, SWA reserves the right to revise the fees.

ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein . Each party to this Agreement acknowledges that no representations, by any party which are not embodied herein and that no other agreement, statement or promise not contained in this Ag reement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties.

END
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EXHIBIT A

101

September 21, 2023
Mr. Steve Rydzon, PLA, ASLA
Principal
SWA
570 Glenneyre Street
Laguna Beach, California 92651

RE: Proposals for Civil Engineering Design Services for Ontario Areana Plaza Project Dear Mr. Rydzon,
TAIT & Associates, Inc. (TAIT) is pleased to submit the enclosed proposal in response to the Civil Engineering Services for the City of Ontario’s RFP for the Ontario Arena Plaza Project.

WORK PLAN/SCOPE OF WORK
The scope of work presented below has been structured based on the City’s RFP work structure and are further described as follows:
1 – PROJECT KICKOFF (1 WEEK)
Attend Kick-Off Meeting
TAIT & assigned Project Engineer will be in attendance at the design Kickoff meeting. It is assumed the meeting will be held digitally with SWA taking the lead on the agenda/minutes.

Project Research, Set Up, & Utility Notification
TAIT will compile the City provided records, reports, and CAD base files as part of this task to set up the project files. TAIT will also distribute initial utility notices to all utilities identified within the limits of work based on USA – Digalert search and records will be requested from all identified utilities. NOTE – utility locating and potholing is not included as part of this proposal and are assumed to not be required or provided by others Task 1 Deliverables: Utility Notices, Records, and Coordination 2 – SITE ANALYSIS (3 WEEKS)
Design Field Walk
A Single design field walk is assumed as part of this task. Walk will be done in conjunction with other team members and include site photographs and notation of existing field improvements.

Existing Records & Data Review
This task is provided to allow for review and analysis of existing design plans, reports (assumed hydrology and WQMP for master site to be provided), and other documents that are historical to the project and adjoining developments.

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SWPPP
Per RFP requirements, TAIT will prepare the SWPPP for the projects inclusion in the bidding documents. TAIT will upload the documents to the SMARTS system, however, it will be the City’s responsibility to certify and pay the required fees in order to obtain the required DIR number for the proposed grading improvements.

Final WQMP
A Final WQMP will be prepared per RFP requirements. Based on approved site plan and design, final sizing of proposed BMP improvements, layout, and compilation of the final report for the City’s review will be conducted.

Final sizing, detailing, O&M, as well as MCA documents will be included in this version of the report.

Final Hydrology Report:

Final hydrology report will be prepared to provide final sizing and validation of the peak flows anticipated for the site. As noted before, due to the fact that the existing site is completely developed with little landscaping and the new improvements will incorporate a high percentage of landscaping/improvements, it is anticipated that peak flow detention systems will not be required.

Specifications
TAIT will prepare civil technical specifications for inclusion in the SWA specification package. TAIT’s scope includes technical specifications for Civil Improvements only.

Engineer’s Cost Estimate
TAIT will prepare an engineer’s cost estimate for civil improvements at the 80% & the 100% submittal.

Project Team Meetings & Coordination
Limited meetings & coordination have been assumed as part of this task. A total of 24 hours of effort for meetings & coordination are initially assumed. All meetings are assumed to be digital meetings.

Task 5 Deliverables: 80%, 100%, & Final Plans, WQMP, Hydrology Report, SWPPP, Specs, Estimate

6 –RECORD DRAWINGS (AS-BUILT PLANS)
As-Built Plans
Upon completion of the construction project, TAIT will capture the City provided contractor redlines and prepare a final As-Built Plan set. This task assumes that the design is followed in the field and that only minor updates/notations will be required. If complete design change is conducted, additional hours and fees will be required. This task also assumes As-Builts are provided in PDF only.

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ALT-1: Expanded Topographic Survey & Boundary Survey
As noted above, this task is provided should the previous survey and boundary mapping not be provided to TAIT.

Task includes review of City provided Title report, drafting of encumbrances, drafting of project boundary, and further expanded topographic and control survey for identification of further limits of work and joins.

Construction Assistance (RFI, Submittal, Field Meetings, Etc.) TAIT will provide construction assistance services on an as-needed basis through the course of construction.

This task assumes a construction duration of approximately 4 months and a total of 96 hours of blended rate support for the project. Tasks assumed to be part of construction assistance include:
x Attendance at Pre-Con Meeting 4 Hours
x Review Submittals 16 Hours
x Review RFI & Response to Contractor 40 Hours
x OAC Meetings (Digital, intermittent, Max 16) 16 Hours x Field Meetings (Assumes Max 4) 16 Hours
This task does not include design updates to the plans and only includes the above noted items. Inspections, Surveying, and CM services are assumed to be provided by the City and are excluded from TAIT’s scope.

Final Punch List & Precise Grading Certification
This task includes a single punch list walk conducted at the end of construction to generate a single construction punch list for the Contractor’s review and implementation. It is assumed that all punch list items will be reviewed in the field by the Contractor and City Inspector with verification of completeness to be provided to TAIT prior to preparation and signature/stamp of the grading certification for the City’s records. Certification includes visual inspection of field elements only and does not include survey.

ASSUMPTIONS
This scope of work is based on the following key assumptions:
x Records, reports, CAD files, and geotechnical repot (including infiltration rates) are provided the City and adjacent developers
x Survey is to be combined with City/adjacent developer provided boundary, utility, and expanded topographic survey data
x Schematic design is limited to two submittals
x Construction drawings are limited to three submittals x All plan sheets not included in this list are assumed to be extra (eg. Wall plans, street improvement plans, public utility extensions, etc.)
x Dry utility (Electrical, gas, telecom) design is not included and provided by others x Fire access plans will be prepared in conjunction with the adjacent development to show fire truck circulation along the western edge of the residential development and the frontage of the plaza.

Location of fire riser, DCDA, and FDC as well as number of hydrants required for the residential development will be provided by the adjacent development.

ALT- 1 Expanded Topographic Survery & Boundary Survey is OPTIONAL

7. 8.

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x It is assumed that a public water system extension will be required between Via Pimonte and Ferrari Lane in order to provide the required public fire hydrant access through the site. For budgeting purposes, the proposed scope assumes up to 1,000 LF of public water main extension through the project area. FDC, DCDA, and other private connection lo cations and sizes are to be provided by others.

TAIT’s design includes the stubs for future connections as well as hydrants only. Pressure calculations and modeling is not included in TAIT’s scope and assumed to be provided by others. x Proposed easements are assumed to not be required. Should such mapping be requested, additional hours and fees will be required.

CLOSURE
David Sloan will be the contact person for this procurement and can be reached at (714) 560-8643 or [email protected] at any time should you have any questions regarding our proposal.

Very truly yours,
TAIT & ASSOCIATES, INC.

David Sloan, PE
Vice President – Director of Engineering
DDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDD id Sl PE
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ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
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ǉӝ ӸěȃǉȴƃɽȈƺȢȈǼȃɽȈȶǼƹʰʥƃʰɁǹƺɁȢɁɨƃȶǁƺɁȶɽɨɁȢɁǹȢƃȶǁɰƺƃɥǉӣƃɨƺȃȈɽǉƺɽʍɨƃȢȢȈǼȃɽȈȶǼӝӯAɁǉɰȶɁɽ ȈȶƺȢʍǁǉɽȃǉƃɽɨȈƺƃȢȢȈǼȃɽȈȶǼɁɨɰȃɁʥȢȈǼȃɽȈȶǼӝěȃȈɰƺƃȶƹǉɥɨɁʤȈǁǉǁƃɽƃȶƃǁǁȈɽȈɁȶƃȢƺɁɰɽӰӝ ǹӝ ĀȃɁɽɁȴǉɽɨȈƺɰƃɰɨǉɧʍȈɨǉǁǹɁɨɨǉʤȈǉʥƃȶǁƺɁȴɥȢȈƃȶƺǉ Ǽӝ :ɁɁɨǁȈȶƃɽȈɁȶʥȈɽȃȢƃȶǁɰƺƃɥǉƃɨƺȃȈɽǉƺɽǹɁɨȢȈǼȃɽȈȶǼȢɁƺƃɽȈɁȶɰƃȶ ǁɰɽʰȢǉ ȃӝ :ɁɁɨǁȈȶƃɽȈɁȶʥȈɽȃǉȢǉƺɽɨȈƺƃȢǉȶǼȈȶǉǉɨǹɁɨǉȶǉɨǼʰƃȶǁƺɁȶɽɨɁȢɰ Ȉӝ ČɥɁɨɽɰyȈǉȢǁ¸ȈǼȃɽȈȶǼǹɁɨɨǉƺɨǉƃɽȈɁȶƃȢɥʍɨɥɁɰǉɰӯʥȈȢȢƹǉǁǉɰȈǼȶ ǉǁɽɁɰʍȈɽƺɁȴȴʍȶȈɽʰȶǉǉǁɰӰ
KȢǉƺɽɨȈƺƃȢAǉɰȈǼȶȶƺȢʍǁǉɰӖ
ƃӝ KȢǉƺɽɨȈƺƃȢ AǉɰȈǼȶ ƃɰɰʍȴǉɰ ɽȃƃɽ ǉʯȈɰɽȈȶǼ ɰǉɨʤȈƺǉ Ȉɰ ƃǁǉɧʍƃɽǉ ɽɁƃ ƺ ƺ Ɂ ȴ ȴ Ɂ ǁ ƃ ɽ ǉ ȶ ǉ ʥ ǁ ǉ ɰ Ȉ Ǽ ȶ ӝ Çǉʥ Ɂɨ ʍɥǼɨƃǁǉǁ ǉȢǉƺɽɨȈƺƃȢ ɰǉɨʤȈƺǉ ʥȈȢȢ ɨǉɰʍȢɽ Ȉȶ ƃǁǁǉǁ ǹǉǉ ǹɁɨ ɰǉɨʤȈƺǉ ƺɁɁɨǁȈȶƃɽȈɁȶӝ :ɁȶȶǉƺɽȈɁȶɰǹɁɨǉȢǉƺɽɨȈƺƃȢƃɨǉƃɰɰʍȴǉǁɽɁƹǉɥɨɁʤȈǁǉǁʥȈɽȃȈȶȶǉʥƃǁȚƃƺǉȶɽǁǉʤǉȢɁɥȴǉȶɽɁɨ ǉʯȈɰɽȈȶǼɰȈɽǉɥƃȶǉȢȈȶěɁʰɁɽƃɨǉȶƃӝ
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ƺӝ ČȃɁʥ:ɁȴɥȢȈƃȶƺǉʥȈɽȃ:ƃȢ{ɨǉǉȶ9ƃƺȟȢȈǼȃɽӗĩɥȢȈǼȃɽƃȶǁ{Ȣƃɨǉӯ9ĩ{ ӰɨƃɽȈȶǼɨǉɧʍȈɨǉȴǉȶɽɰӝ ǁӝ K Ȣ ǉ ƺ ɽ ɨ Ȉ ƺ ƃ Ȣ ǁ ǉ ɰ Ȉ Ǽ ȶ ǹ Ɂ ɨ Ȣ Ȉ Ǽ ȃ ɽ Ȉ ȶ Ǽ ƃ ȶ ǁ ɥ Ɂ ʥ ǉ ɨ ȶ ǉ ǉ ǁ ɰ ӗ Ȉ ȶ ƺ Ȣ ʍ ǁ Ȉ ȶ Ǽ ɥ ɨ Ɂ ʤ Ȉǁ ǉ ɥ Ɂ ʥ ǉ ɨ ɥ ɨ Ɂ ʤ Ȉ ɰ Ȉ Ɂ ȶ ɰ ǹ Ɂ ɨ Ӹ ȈɨɨȈǼƃɽȈɁȶǉɧʍȈɥȴǉȶɽӗȟȈɁɰȟɰӗǹɁʍȶɽƃȈȶǉɧʍȈɥȴǉȶɽӗƃȶǁĀɨɁȚǉƺɽ AČȈǼȶƃǼǉ ǉӝ ǁǁȈɽȈɁȶƃȢĀɁʥǉɨɥɨɁʤȈɰȈɁȶɰƺƃȶƹǉȈȶƺȢʍǁǉǁǹɁɨƃǁǁȈɽȈɁȶƃȢǹǉǉӝ ǹӝ KȢǉƺɽɨȈƺƃȢɥɁʥǉɨɥɨɁʤȈɰȈɁȶɰǹɁɨŚȈǹȈӣ9ɨɁƃǁƹƃȶǁǁǉɰȈǼȶɥɨɁʤȈǁǉǁ ƹʰɽȃǉ:ȈɽʰɁǹÝȶɽƃɨȈɁӝyǉǉ ȈȶƺȢʍǁǉɰɽʥɁǁǉɰȈǼȶɨǉʤȈǉʥӣƺɁɁɨǁȈ ȶƃɽȈɁȶȴǉǉɽȈȶǼɰɽɁɨǉʤȈǉʥǁǉɰȈǼȶƃȶǁɥɁʥǉɨɥȢƃȶɰӝ
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ǹ¸ȈǼȃɽȈȶǼAǉɰȈǼȶKʯȃȈƹȈɽ:ӯ¸AӰȈɰȈȶƺȢʍǁǉǁӗɰɥǉƺȈǹʰɽȃǉǹɁȢȢɁʥȈȶǼӖ ÇʍȴƹǉɨӣǁǉɰƺɨȈɥɽȈɁȶɁǹ¸ȈǼȃɽȈȶǼAǉɰȈǼȶĄǉȶǁǉɨȈȶǼɰӖÝȶǉӯіӰ ÇʍȴƹǉɨӣǁǉɰƺɨȈɥɽȈɁȶɁǹ¸ȈǼȃɽȈȶǼAǉɰȈǼȶĀȃɁɽɁČȈȴʍȢƃɽȈɁȶɰӖÇɁȶǉ ÇʍȴƹǉɨӣǁǉɰƺɨȈɥɽȈɁȶɁǹ¸ȈǼȃɽȈȶǼAǉɰȈǼȶȈȴȈȶǼӣǁȚʍɰɽȈȶǼČȈɽǉřȈɰȈɽɰӖěʥɁӯїӰ ÇʍȴƹǉɨӣǁǉɰƺɨȈɥɽȈɁȶɁǹƺʍɰɽɁȴȢȈǼȃɽȈȶǼǹȈʯɽʍɨǉɰӖÇɁȶǉ ÇʍȴƹǉɨɁǹČʍƹȴȈɽɽƃȢĄǉʤȈǉʥɰӯƃɰɰʍȴǉɰɁǹǉȶɽȈɨǉȢȈǼȃɽȈȶǼɥƃƺȟƃǼǉ ӰӖěʥɁӯїӰ

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ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ: Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉѝ

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼAǉɰȈǼȶĀȃƃɰǉÃǉǉɽȈȶǼӯɰӰ
AǉɰȈǼȶÃǉǉɽȈȶǼӯɰӰӖ ĩɥɽɁěʥɁӯїӰӝ

:ɁȶɰɽɨʍƺɽȈɁȶǁȴȈȶȈɰɽɨƃɽȈɁȶĀȃƃɰǉřȈɰȈɽӯɰӰ
:řȈɰȈɽӯɰӰӖ ĩɥɽɁěʥɁӯїӰӝ

KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀǉɨȴȈɽĀƃƺȟƃǼǉɰƃȶǁ:ɁȶɰɽɨʍƺɽȈɁȶĀȃƃɰǉ ӯɰӰ ÇʍȴƹǉɨɁǹĀǉɨȴȈɽĀƃƺȟƃǼǉӯɰӰӖÝȶǉӯіӰ
ÇʍȴƹǉɨɁǹ:ɁȶɰɽɨʍƺɽȈɁȶĀȃƃɰǉӯɰӰӖÝȶǉӯіӰ

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9ʍȈȢǁȈȶǼȶǹɁɨȴƃɽȈɁȶÃɁǁǉȢӯ9ÃӰČǉɨʤȈƺǉɰ
ȢɽȃɁʍǼȃʥǉƺƃȶɥɨɁʤȈǁǉɽȃǉɰǉɰǉɨʤȈƺǉɰӗɽȃȈɰɰƺɁɥǉɁǹʥɁɨȟǁɁǉɰȶɁɽȈȶƺȢʍǁǉƃɰɰȈɰɽƃȶƺǉȈȶ ƺɨǉƃɽȈȶǼƃ9ʍȈȢǁȈȶǼȶǹɁɨȴƃɽȈɁȶÃɁǁǉȢӯ9ÃӰӝʍɽɁ:AʥȈȢȢƹǉɽȃ ǉɥɨȈȴƃɨʰǁǉɰȈǼȶƃʍɽȃɁɨȈȶǼ ɽɁɁȢӝ

ĄǉƺɁɨǁAɨƃʥȈȶǼAɨƃǹɽȈȶǼČǉɨʤȈƺǉɰ
ȢɽȃɁʍǼȃʥǉƺƃȶɥɨɁʤȈǁǉɽȃǉɰǉɰǉɨʤȈƺǉɰӗɽȃȈɰɰƺɁɥǉɁǹʥɁɨȟǁɁǉɰȶɁɽȈȶƺȢʍǁǉƃȶʰ:Aӣ9Ã ǁɨƃǹɽȈȶǼɁǹƃɰӸƹʍȈȢɽƺɁȶǁȈɽȈɁȶɰӝ

:ɁȴȴȈɰɰȈɁȶȈȶǼČƺɁɥǉɁǹČǉɨʤȈƺǉɰ
ȢɽȃɁʍǼȃʥǉƺƃȶɥɨɁʤȈǁǉɽȃǉɰǉɰǉɨʤȈƺǉɰӗɽȃȈɰɰƺɁɥǉɁǹʥɁɨȟǁɁǉɰȶɁɽȈȶƺȢʍǁǉȈȶƃȶʰ ƺɁȴȴȈɰɰȈɁȶȈȶǼǉǹǹɁɨɽɰɁɨɰǉɨʤȈƺǉɰӝÝʍɨƹƃɰȈƺǉȶǼȈȶǉǉɨȈȶǼɰǉɨʤȈ ƺǉɰȈȶƺȢʍǁǉɰƃȶʰɨǉɧʍȈɨǉǁ ƺɁɁɨǁȈȶƃɽȈɁȶƃȶǁ9ÝAǁɁƺʍȴǉȶɽƃɽȈɁȶƃɰɨǉɧʍȈɨǉǁƹʰƃɽȃȈɨǁӸɥƃɨɽʰ ƺɁȴȴȈɰɰȈɁȶȈȶǼƃǼǉȶɽӝ
ӸӸӸӸӸKÇAӸӸӸӸӸ
EXHIBIT C - February 1, 2024
111
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯÃKĀӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉў

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ

KŤ9ě:ӯÃKĀӰӵr/¢/tGSt//¥StG ¢/F/¥ÙS /

ӝ AǉɰȈǼȶČǉɨʤȈƺǉɰӖ
ϭ͘ :ɁȶǹǉɨʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗÝʥȶǉɨӗƃȶǁɁɽȃǉɨ:ɁȶɰʍȢɽƃȶɽɰɽɁǁǉɽǉɨȴȈȶǉǁǉɰȈǼȶƺɨȈɽǉɨȈƃӗ ǁǉɰȈǼȶӗƃȶǁɰƺɁɥǉɁǹʥɁɨȟӝ
Ϯ͘ ǹƃɥɥȢȈƺƃƹȢǉӗɨǉʤȈǉʥƃɰƹʍȈȢɽӣɨǉƺɁɨǁǁɁƺʍȴǉȶɽƃɽȈɁȶɥɨɁʤȈǁǉǁ ƹʰ:ȢȈǉȶɽӝ ϯ͘ ǹƃɥɥȢȈƺƃƹȢǉӗƺɁȶɰʍȢɽƃȶɽʥȈȢȢʤȈɰʍƃȢȢʰɨǉʤȈǉʥɽȃǉɨǉƃɰɁȶƃƹȢʰƃ ƺƺǉɰɰȈƹȢǉɥɁɨɽȈɁȶɰɁǹɽȃǉ ǉʯȈɰɽȈȶǼǹƃƺȈȢȈɽȈǉɰɽɁƃɰƺǉɨɽƃȈȶȈȶǼǉȶǉɨƃȢɽȃǉƃƺƺʍɨƃƺʰɁǹɽȃǉ ĀɨɁȚǉƺɽԇɰƃɥɥȢȈƺƃƹȢǉԄƃɰ ƹʍȈȢɽԅǁɁƺʍȴǉȶɽƃɽȈɁȶӗɽƃȟȈȶǼɰʍƺȃɥȃɁɽɁǼɨƃɥȃɰƃȶǁɥɨǉɥƃɨȈȶǼɰʍƺȃǁɁƺʍȴǉȶɽɰǹɁɨ ƺɁȶɰʍȢɽƃȶɽԇɰȈȶɽǉɨȶƃȢʍɰǉƃɰƃɨǉȈȶƺɁȶɰʍȢɽƃȶɽԇɰȚʍǁǼȴǉȶɽƃɥɥɨɁ ɥɨȈƃɽǉƃȶǁǉƺɁȶɁȴȈƺƃȢȢʰ ȚʍɰɽȈǹȈǉǁӢƹʍɽɽȃǉɰǉɰǉɨʤȈƺǉʥȈȢȢȶɁɽȈȶʤɁȢʤǉɽȃǉɥɨǉɥƃɨƃɽȈɁȶɁ ǹǁǉɽƃȈȢǉǁԄƃɰƹʍȈȢɽɰӗԅȶɁɨƃȶʰ ǁǉɽƃȈȢǉǁɰʍɨʤǉʰɰӗƃȶʰǁǉɰɽɨʍƺɽȈʤǉȈȶʤǉɰɽȈǼƃɽȈɁȶɁɨȈȶɰɥǉƺɽȈɁȶɁ ɨƃȶʰɽǉɰɽȈȶǼɁǹȴƃɽǉɨȈƃȢɰ ɁɨǉɧʍȈɥȴǉȶɽӝ
ϰ͘ ĀɨɁʤȈǁǉɥɨǉȢȈȴȈȶƃɨʰƺƃȢƺʍȢƃɽȈɁȶɰƃȶǁɰȈȶǼȢǉӸȢȈȶǉǁȈƃǼɨƃȴɰӝ ϱ͘ KɰɽƃƹȢȈɰȃƃɥɥɨɁʯȈȴƃɽǉɰȈ˃ǉɰƃȶǁɰɥƃƺǉɨǉɧʍȈɨǉȴǉȶɽɰǹɁɨȶǉʥǉɧʍȈɥȴǉȶɽӝ ϲ͘ ĀɨǉɥƃɨǉɰƺȃǉȴƃɽȈƺɥȢƃȶɰȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹɁɨȴƃɽƃȶǁ ȢǉʤǉȢɁǹǁǉɽƃȈȢӝ ϳ͘ ĀɨɁʤȈǁǉɰƺȃǉȴƃɽȈƺƺƃɽƃȢɁǼƺʍɽɰȃǉǉɽɰɁǹǉɧʍȈɥȴǉȶɽӗƃɰɨǉɧʍȈɨǉǁӝ ϴ͘ ĀɨǉɥƃɨǉɁʍɽȢȈȶǉɰɥǉƺȈǹȈƺƃɽȈɁȶɰȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹɁɨ ȴƃɽƃȶǁȢǉʤǉȢɁǹǁǉɽƃȈȢӝ
9ӝ AǉɰȈǼȶAǉʤǉȢɁɥȴǉȶɽČǉɨʤȈƺǉɰӖ
ϭ͘ ĀɨɁʤȈǁǉʍɥӸɽɁӸǁƃɽǉɥɨǉȢȈȴȈȶƃɨʰƺƃȢƺʍȢƃɽȈɁȶɰƃȶǁɰȈȶǼȢǉӸȢȈȶǉǁȈƃ Ǽɨƃȴɰӝ Ϯ͘ ĀɨɁʤȈǁǉʍɥӸɽɁӸǁƃɽǉƃɥɥɨɁʯȈȴƃɽǉɰȈ˃ǉɰƃȶǁɰɥƃƺǉɨǉɧʍȈɨǉȴǉȶɽɰǹɁɨ ȶǉʥǉɧʍȈɥȴǉȶɽӝ ϯ͘ ĀɨǉɥƃɨǉǁǉɰȈǼȶǁǉʤǉȢɁɥȴǉȶɽɥȢƃȶɰȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹ ɁɨȴƃɽƃȶǁȢǉʤǉȢɁǹ ǁǉɽƃȈȢӝ
ϰ͘ ĀɨɁʤȈǁǉǁǉɰȈǼȶǁǉʤǉȢɁɥȴǉȶɽƺƃɽƃȢɁǼƺʍɽɰȃǉǉɽɰɁǹǉɧʍȈɥȴǉȶɽӗƃɰ ɨǉɧʍȈɨǉǁӝ ϱ͘ ĀɨǉɥƃɨǉɁʍɽȢȈȶǉɰɥǉƺȈǹȈƺƃɽȈɁȶɰȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹɁɨ ȴƃɽƃȶǁȢǉʤǉȢɁǹǁǉɽƃȈȢӝ
:ӝ :ɁȶɰɽɨʍƺɽȈɁȶAɁƺʍȴǉȶɽČǉɨʤȈƺǉɰӖ
ϭ͘ yȈȶƃȢȈ˃ǉɰȈ˃ǉɰƃȶǁɰɥƃƺǉɨǉɧʍȈɨǉȴǉȶɽɰǹɁɨƃȢȢȶǉʥǉɧʍȈɥȴǉȶɽӝ Ϯ͘ ĀɨǉɥƃɨǉƺɁȶɰɽɨʍƺɽȈɁȶǁɁƺʍȴǉȶɽɰӗȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹɁɨȴƃɽƃȶǁȢǉʤǉȢɁǹ ǁǉɽƃȈȢӗɰʍȈɽƃƹȢǉǹɁɨɁƹɽƃȈȶȈȶǼƃƹʍȈȢǁȈȶǼɥǉɨȴȈɽȈȶƃƺƺɁɨǁƃȶƺǉ ʥȈɽȃɽȃǉȢɁƺƃȢƹʍȈȢǁȈȶǼ ǁǉɥƃɨɽȴǉȶɽƃȶǁӣɁɨǼɁʤǉɨȶȈȶǼƃʍɽȃɁɨȈɽʰӝ
ϯ͘ ĀɨɁʤȈǁǉǉȶǉɨǼʰƺƃȢƺʍȢƃɽȈɁȶɰӣǁɁƺʍȴǉȶɽƃɽȈɁȶƃɰɨǉɧʍȈɨǉǁɽɁȴǉǉɽ ȴȈȶȈȴʍȴǉȶǉɨǼʰ ƺɁǁǉƺɁȴɥȢȈƃȶƺǉӝ
ϰ͘ ĀɨǉɥƃɨǉɰɥǉƺȈǹȈƺƃɽȈɁȶɰȈȶɽȃǉƺɁȶɰʍȢɽƃȶɽԇɰɰɽƃȶǁƃɨǁǹɁɨȴƃɽƃȶǁ ȢǉʤǉȢɁǹǁǉɽƃȈȢӝ ϱ͘ ĄǉɰɥɁȶǁɽɁɥȢƃȶƺȃǉƺȟƺɁɨɨǉƺɽȈɁȶɰƃɰɨǉɧʍȈɨǉǁɽɁƃɰɰȈɰɽȈȶɁƹɽƃ ȈȶȈȶǼɥȢƃȶƺȃǉƺȟ ƃɥɥɨɁʤƃȢӝ

EXHIBIT C - February 1, 2024
112
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯÃKĀӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉіѕ

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
Aӝ :ɁȶɰɽɨʍƺɽȈɁȶǁȴȈȶȈɰɽɨƃɽȈɁȶČǉɨʤȈƺǉɰӖ
ϭ͘ ĀɨɁʤȈǁǉɰʍɥɥɁɨɽɰǉɨʤȈƺǉɰǹɁɨƃɰɰȈɰɽȈȶǼɥɨɁɰɥǉƺɽȈʤǉƹȈǁǁǉɨɰɨǉȢƃ ɽǉǁɽɁƺɁȶɰɽɨʍƺɽȈɁȶ ǁɁƺʍȴǉȶɽȈȶɽǉɨɥɨǉɽƃɽȈɁȶɰӗƺȢƃɨȈǹȈƺƃɽȈɁȶɰӗƃȶǁɰʍɥɥȢǉȴǉȶɽǁɁƺʍȴǉȶɽƃɽȈɁȶӗƃɰɨǉɧʍȈɨǉǁ ɽɁɰʍɥɥɁɨɽɽȃǉǁǉɰȈǼȶȈȶɽǉȶɽӝĀ ɨɁʤȈǁǉɨǉɰɥɁȶɰǉɰɽɁƃȢȢɥɨǉӸƹȈǁȈȶɧʍȈɨȈǉɰǹɨɁȴ ɥɨɁɰɥǉƺɽȈʤǉƹȈǁǁǉɨɰɨǉǼƃɨǁȈȶǼƺɁȶɰɽɨʍƺɽȈɁȶǁɁƺʍȴǉȶɽɰƃȶǁɰɥǉƺȈǹ ȈƺƃɽȈɁȶɰӝ Ϯ͘ ĄǉʤȈǉʥɰȃɁɥǁɨƃʥȈȶǼɰӗȴƃȶʍǹƃƺɽʍɨǉɨɰӡɥɨȈȶɽɰӗɰʍƹȴȈɽɽƃȢɰƃȶǁɰƃȴ ɥȢǉɰǹʍɨȶȈɰȃǉǁƹʰɽȃǉ :ɁȶɽɨƃƺɽɁɨɥʍɨɰʍƃȶɽɽɁɽȃǉȈȶǁʍɰɽɨʰӸɰɽƃȶǁƃɨǁɥɨɁɽɁƺɁȢɰǉɽǹɁɨɽȃ ȈȶAɁƺʍȴǉȶɽїѕіӸ їѕѕќӝ
ϯ͘ :ɁȶǹǉɨʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗ:ɁȶɽɨƃƺɽɁɨɰƃȶǁɁɽȃǉɨ:ɁȶɰʍȢɽƃȶɽɰɽɁɨǉɰɁȢʤǉɨǉȢƃɽǉǁ ƺɁȶɰɽɨʍƺɽȈɁȶȈɰɰʍǉɰӝ
ϰ͘ ÃƃȟǉǹȈǉȢǁɁƹɰǉɨʤƃɽȈɁȶɰƃɰǁȈɨǉƺɽǉǁӗɥǉɨɽȃǉɧʍƃȶɽȈɽʰȢȈɰɽǉǁȈȶ KʯȃȈƹȈɽ:ӗȈȶɁɨǁǉɨɽɁ ɨǉʤȈǉʥɽȃǉɥɨɁǼɨǉɰɰɁǹɽȃǉʥɁɨȟƃȶǁɽɁƹǉƃʤƃȈȢƃƹȢǉɽɁƃǁǁɨǉɰɰ ƺɁȶɽɨƃƺɽɁɨɧʍǉɰɽȈɁȶɰӗƹʍɽ ȶɁɽɽɁɥɨɁʤȈǁǉƺɁȶɰɽɨʍƺɽȈɁȶȈȶɰɥǉƺɽȈɁȶӝ
ϱ͘ ɰɰȈɰɽƃȶƺǉȈȶɥɨǉɥƃɨƃɽȈɁȶɁǹřǉɨȈǹȈǉǁĄǉɥɁɨɽɰӗȈǹɨǉɧʍȈɨǉǁӝ
Kӝ ÝɥɽȈɁȶƃȢǁǁȈɽȈɁȶƃȢČǉɨʤȈƺǉɰʤƃȈȢƃƹȢǉƃɽƃȶǁǁȈɽȈɁȶƃȢyǉǉӖ ϭ͘ ČɽɨʍƺɽʍɨƃȢǉȶǼȈȶǉǉɨȈȶǼӝ
Ϯ͘ ěǉȴɥɁɨƃɨʰɥɁʥǉɨǁǉɰȈǼȶӣǁɁƺʍȴǉȶɽƃɽȈɁȶӝ
ϯ͘ ČʍƹȴȈɽɽƃȢɁǹƃȶʰǁɁƺʍȴǉȶɽɰɽɁƃȶʰǼɁʤǉɨȶȴǉȶɽƃȢƃǼǉȶƺȈǉɰӝ ϰ͘ řƃȢʍǉǉȶǼȈȶǉǉɨȈȶǼɰǉɨʤȈƺǉɰȈǹɽȃǉȈȶӸɰƺɁɥǉƺɁȶɰɽɨʍƺɽȈɁȶƺɁɰɽɰƃɨǉʥȈɽȃȈȶƹʍǁǼǉɽӝ ϱ͘ ČǉɨʤȈƺǉɰɨǉɰʍȢɽȈȶǼǹɨɁȴɰȈǼȶȈǹȈƺƃȶɽƺȃƃȶǼǉɰȈȶɽȃǉɰƺɁɥǉɁǹɽȃǉɥɨɁȚǉƺɽӡɰǹǉƃɽʍɨǉɰӝěȃǉ ƹʍȈȢǁȈȶǼǁǉɥƃɨɽȴǉȶɽɰʍƹȴȈɽɽƃȢǁɁƺʍȴǉȶɽɰƃɨǉƺɁȶɰȈǁǉɨǉǁǹȈȶƃȢǁǉ ɰȈǼȶǁɁƺʍȴǉȶɽɰӝ AǉɰȈǼȶƺȃƃȶǼǉɰƃǹɽǉɨɰʍƹȴȈɽɽƃȢɽɁɽȃǉƹʍȈȢǁȈȶǼǁǉɥƃɨɽȴǉȶɽƃɨǉȶ ɁɽȈȶƺȢʍǁǉǁȈȶɽȃȈɰ ɥɨɁɥɁɰƃȢӝÃȈȶɁɨɨǉʤȈɰȈɁȶɰƃɰɨǉɧʍȈɨǉǁǁʍǉɽɁɽȃǉȶɁɨȴƃȢǉʤɁȢʍɽȈ ɁȶɁǹɽȃǉɥɨɁȚǉƺɽƃɨǉ ȈȶƺȢʍǁǉǁӝ
ϲ͘ ĀɨǉɥƃɨƃɽȈɁȶɁɨɰʍƹȴȈɽɽƃȢɁǹǁǉɽƃȈȢǉǁɥȃɁɽɁȴǉɽɨȈƺɨǉɥɁɨɽɰʍȶȢǉɰɰ ɰɥǉƺȈǹȈƺƃȢȢʰɨǉɧʍȈɨǉǁƹʰ ɽȃǉȢɁƺƃȢǼɁʤǉɨȶȴǉȶɽƃȢƃǼǉȶƺȈǉɰӝ
ϳ͘ KƃɨȢʰɥɨɁƺʍɨǉȴǉȶɽɥƃƺȟƃǼǉɰɰǉɥƃɨƃɽǉǹɨɁȴɽȃǉƺɁȶɰɽɨʍƺɽȈɁȶǁɁƺʍȴ ǉȶɽɥƃƺȟƃǼǉɰӝ ϴ͘ ÝɥȈȶȈɁȶɰɁǹɥɨɁƹƃƹȢǉƺɁɰɽӝ
ϵ͘ ÝʍɽɁǹƃɨǉƃɽɨƃʤǉȢӝ
ϭϬ͘ KʤƃȢʍƃɽȈɁȶɁǹǹǉƃɰȈƹȈȢȈɽʰɁǹɥɨɁɥɁɰǉǁǉȶȃƃȶƺǉȴǉȶɽɰƃƹɁʤǉƹʍȈȢǁȈ ȶǼɰɽƃȶǁƃɨǁř: ɰʰɰɽǉȴɰӯǉӝǼӝɽȃǉɨȴƃȢɰɽɁɨƃǼǉӗƺɁӸǼǉȶǉɨƃɽȈɁȶӗǉɽƺӝӰȶɁɽǁɁƺʍȴǉȶ ɽǉǁӝ ϭϭ͘ ĀȈɥǉǁǹȢʍȈǁɰǹɁɨȢƃƹɁɨƃɽɁɨȈǉɰӝ
ϭϮ͘ ƹɁʤǉƹʍȈȢǁȈȶǼɰɽƃȶǁƃɨǁʥƃɰɽǉӯǉӝǼӝӗƃƺȈǁʥƃɰɽǉӰǹɁɨȢƃƹɁɨƃɽɁɨȈ ǉɰӝ ϭϯ͘ ĀɨǉӸƺɽȈɁȶǹȈɨǉɰʍɥɥɨǉɰɰȈɁȶӝ
ϭϰ͘ ÇɁȶӸƃɧʍǉɁʍɰǹȈɨǉɥɨɁɽǉƺɽȈɁȶɰʰɰɽ ǉȴɰӯǉӝǼӝӗyÃїѕѕӗƃǉɨɁɰɁȢӗɁɨɁɽȃǉɨǼƃɰǉɁʍɰǹȈɨǉ ɰʍɥɥɨǉɰɰȈɁȶӰӝ

EXHIBIT C - February 1, 2024
113
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯÃKĀӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉіі

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
yӝ ČǉɨʤȈƺǉɰÇɁɽȶƺȢʍǁǉǁӖ
ϭ͘ ȢȢƹƃƺȟǼɨɁʍȶǁɰӗƃȶǁɨǉɧʍǉɰɽǉǁƃɨƺȃȈɽǉƺɽʍɨƃȢǁǉɽƃȈȢɰӗƃɨǉɽɁƹǉ ɥɨɁʤȈǁǉǁƹʰɽȃǉ ɨƺȃȈɽǉƺɽȈȶ:AԄӝǁʥǼԅɁɨԄӝɨʤɽԅǹɁɨȴƃɽӝ
Ϯ͘ ȶʰɰɽɨǉǉɽȢȈǼȃɽȈȶǼӣɰȈǼȶƃȢȈ˃ƃɽȈɁȶǁɨƃʥȈȶǼɰɁɨɰɥǉƺȈǹȈƺƃɽȈɁȶɰӝ ϯ͘ AǉɽƃȈȢǉǁƺɁɰɽǉɰɽȈȴƃɽǉɰӵƃȢɽȃɁʍǼȃƺɁɁɨǁȈȶƃɽȈɁȶʥȈɽȃɽȃǉɥɨɁȚǉƺɽԇɰƺɁɰɽǉɰɽȈȴƃɽɁɨȈȶ ȈȶƺȢʍǁǉǁӝ
ϰ͘ AȈȴǉȶɰȈɁȶɰƃȶǁǉȢǉʤƃɽȈɁȶɰǹɁɨȈȶӸɰƺɁɥǉǁǉʤȈƺǉɰӝěȃȈɰɥɨɁɥɁɰƃȢ ƃɰɰʍȴǉɰɽȃƃɽƃȢȢƺɨȈɽȈƺƃȢ ǁȈȴǉȶɰȈɁȶɰɁǹƃȢȢɰƺɁɥǉɨǉȢƃɽǉǁǁǉʤȈƺǉɰʥȈȢȢƹǉǁɁƺʍȴǉȶɽǉǁɁȶɽ ȃǉƃɨƺȃȈɽǉƺɽʍɨƃȢ ǁɨƃʥȈȶǼɰӝ
ϱ͘ ÝǹǹӸɰȈɽǉʥɁɨȟӝ
ϲ͘ ĀȢƃȶ:ȃǉƺȟǹǉǉɰӗĀǉɨȴȈɽǹǉǉɰӗĩɽȈȢȈɽʰ:ɁȴɥƃȶʰǹǉǉɰӗɁɨǹǉǉɰɁǹ ƃȶʰȟȈȶǁӝ ϳ͘ ĄƃɽȈɁȶƃȢƃȶƃȢʰɰȈɰǹɁɨɰȴɁȟǉƺɁȶɽɨɁȢȴƃȶƃǼǉȴǉȶɽɰʰɰɽǉȴɰӝ ϴ͘ ĀȢʍȴƹȈȶǼɰȈɽǉʍɽȈȢȈɽȈǉɰњӡӸѕӠɁʍɽɰȈǁǉɁǹƹʍȈȢǁȈȶǼӝ ϵ͘ ɨɨȈǼƃɽȈɁȶɰʰɰɽǉȴɰӝ
ϭϬ͘ ČȈɽǉǼƃɰɥȈɥȈȶǼʍɥɰɽɨǉƃȴɁǹɥʍƹȢȈƺʍɽȈȢȈɽʰȴǉɽǉɨӝ ϭϭ͘ ȶʤǉɰɽȈǼƃɽȈɁȶɁǹƹƃɰǉɰȃǉȢȢɰʰɰɽǉȴɰɽɁǁǉɽǉɨȴȈȶǉǁǉǹȈƺȈǉȶƺȈǉɰӯ ǉӝǼӝӗƺƃɥƃƺȈɽʰӗƃƺɁʍɰɽȈƺӗ ɁɥǉɨƃɽȈɁȶƃȢӗǉɽƺӝӰӝ
ϭϮ͘ ȶǹɨƃɰɽɨʍƺɽʍɨǉƺȃƃȶǼǉɰӯǉӝǼӝӗƺǉȶɽɨƃȢɥȢƃȶɽӗʍɽȈȢȈɽʰǁȈɰɽɨȈƹʍɽȈ ɁȶӗɥɨȈȴƃɨʰƃȈɨǁȈɰɽɨȈƹʍɽȈɁȶӗ ǉɽƺӝӰӝ
ϭϯ͘ AǉɽƃȈȢǉǁӣƺɁȴɥɨǉȃǉȶɰȈʤǉǉʤƃȢʍƃɽȈɁȶƃȶǁӣɁɨǹɁɨȴƃȢʥɨȈɽɽǉȶɨǉɥɁɨ ɽɁʍɽȢȈȶȈȶǼɽȃǉȈȴɥƃƺɽɰ ɁǹƃɥɥȢȈƺƃƹȢǉȢɁƺƃȢƺɁǁǉɰƃȶǁɁɨǁȈȶƃȶƺǉɰӝɥɥȢȈƺƃƹȢǉƺɁǁǉɨǉɰǉ ƃɨƺȃǹɁɨǉȶǼȈȶǉǉɨȈȶǼ ɥʍɨɥɁɰǉɰȈɰȈȶƺȢʍǁǉǁӝ
ϭϰ͘ AǉɰȈǼȶɨǉʤȈǉʥǹɁɨɥɨɁȚǉƺɽɰǼɨǉƃɽǉɨɽȃƃȶњѕӗѕѕѕɰɧʍƃɨǉǹǉǉɽɁɨɥɨɁȚǉƺɽɰƺɁȶɽƃȈȶȈȶǼ ԄƺɁȴɥȢǉʯȴǉƺȃƃȶȈƺƃȢɰʰɰɽǉȴɰԅӗȈȶƃƺƺɁɨǁƃȶƺǉʥȈɽȃɽȃǉɨǉɧʍȈɨǉȴǉȶ ɽɰɁǹɽȃǉїѕіў:K: ěȈɽȢǉӸїљČɽƃȶǁƃɨǁɰӝ
ϭϱ͘ ĀȃʰɰȈƺƃȢȈȶɰɥǉƺɽȈɁȶƃȶǁӣɁɨȈȶʤǉȶɽɁɨʰɁǹƃȶʰǉʯȈɰɽȈȶǼǉɧʍȈɥȴǉȶɽ ƃȶǁӣɁɨɰʰɰɽǉȴɰӝ ϭϲ͘ yɁɁǁɰǉɨʤȈƺǉǉȶǼȈȶǉǉɨȈȶǼӯȈȶǹɨƃɰɽɨʍƺɽʍɨǉǹɁɨǹɁɁǁɰǉɨʤȈƺǉǉɧʍȈɥȴǉȶɽȈȶƺȢʍǁǉǁӰӝ ϭϳ͘ ĀɁɁȢӣŚƃɽǉɨyǉƃɽʍɨǉ:ɁȶɰʍȢɽȈȶǼӯȈȶǹɨƃɰɽɨʍƺɽʍɨǉɰǉɨʤȈƺǉɰǹɁɨɥɁ ɁȢӣʥƃɽǉɨǹǉƃɽʍɨǉƃɨǉ ȈȶƺȢʍǁǉǁӰӝ
ϭϴ͘ ȶʤɁȢʤǉȴǉȶɽʥȈɽȃɨǉȴɁʤƃȢɁǹȃƃ˃ƃɨǁɁʍɰȴƃɽǉɨȈƃȢɰӝ
ϭϵ͘ ɨƺȃȈɽǉƺɽʍɨƃȢǁǉɰȈǼȶɰǉɨʤȈƺǉɰӝ
ϮϬ͘ AǉʥƃɽǉɨȈȶǼɰʰɰɽǉȴɰӝ
Ϯϭ͘ ČɽɁɨȴʥƃɽǉɨƺƃɥɽʍɨǉӗȴƃȶƃǼǉȴǉȶɽӗƃȶǁɽɨǉƃɽȴǉȶɽɰʰɰɽǉȴɰǁǉɰȈǼȶӝ ϮϮ͘ :ɁȶɽɨƃƺɽȈȶǼӝ

ӸӸӸӸӸKÇAӸӸӸӸӸ
EXHIBIT C - February 1, 2024
114
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯ¸AӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉії

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
KŤ9ě:ӯ¸AӰӵhSGN»StG'/SGt ¢/F/¥ÙS /

ӝ AǉɰȈǼȶČǉɨʤȈƺǉɰӖ
ϭ͘ :ɁȶǹǉɨǉȶƺǉӣɽǉȢǉƺɁȶǹǉɨǉȶƺǉʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗ:ȢȈǉȶɽӗƃȶǁɁɽȃǉɨ ƺɁȶɰʍȢɽƃȶɽɰɽɁǁȈɰƺʍɰɰ ȈȢȢʍȴȈȶƃɽȈɁȶƺɨȈɽǉɨȈƃӢ¸KKAӗ:ƃȢ{ɨǉǉȶɁɨɁɽȃǉɨɰʍɰɽƃȈȶƃƹȈȢȈɽʰǼ ɁƃȢɰӢɥɨɁȚǉƺɽƺɁɰɽ ǼʍȈǁǉȢȈȶǉɰӢƃȶǁɰƺȃǉǁʍȢǉɥƃɨƃȴǉɽǉɨɰӝ
Ϯ͘ ČȈɽǉɰʍɨʤǉʰɽɁƃɰɰǉɰɰǉʯȈɰɽȈȶǼƺɁȶ ǁȈɽȈɁȶɰƃȶǁɰʍɨɨɁʍȶǁȈȶǼƺɁȶǁȈɽȈɁȶɰӝ ϯ͘ ĄǉʤȈǉʥɁǹƺʍɨɨǉȶɽɨƺȃȈɽǉƺɽʍɨƃȢӗȶɽǉɨȈɁɨAǉɰȈǼȶӗČȈǼȶƃǼǉӣ{ɨƃ ɥȃȈƺƃȶǁ¸ƃȶǁɰƺƃɥǉ ȈȶǹɁɨȴƃɽȈɁȶǹɁɨƃȢȢƃɨǉƃɰʥȈɽȃȈȶɽȃǉɰƺɁɥǉɁǹʥɁɨȟӝ
ϰ͘ {ƃɽȃǉɨȈȶǼƃȶǁɨǉʤȈǉʥȈȶǼɨǉȢǉʤƃȶɽƺɁǁǉɨǉɧʍȈɨǉȴǉȶɽɰӝ ϱ͘ ĀɨǉɥƃɨȈȶǼƃ:ɁȶƺǉɥɽʍƃȢӣČƺȃǉȴƃɽȈƺAǉɰȈǼȶĀɨǉɰǉȶɽƃɽȈɁȶӗʥȃȈƺȃ ȴƃʰȈȶƺȢʍǁǉȈȴƃǼǉ ƹɁƃɨǁɰƃȶǁӣɁɨĀɁʥǉɨĀɁȈȶɽɥɨǉɰǉȶɽƃɽȈɁȶӗʥȃȈƺȃȴƃʰȈȶƺȢʍǁǉɽȃǉǹɁȢȢɁʥȈȶǼӖ ƃӝ ĄǉǹǉɨǉȶƺǉȈȴƃǼǉɰ
ƹӝ ĀɨǉȢȈȴȈȶƃɨʰǁȈƃǼɨƃȴȴƃɽȈƺȢƃʰɁʍɽɰɁǹȢȈǼȃɽǹȈʯɽʍɨǉɰɁȶƹƃƺȟǼɨɁʍȶ ǁɰɥɨɁʤȈǁǉǁƹʰɽȃǉ ɨƺȃȈɽǉƺɽ
ƺӝ ĀɨǉȢȈȴȈȶƃɨʰǹȈʯɽʍɨǉƺʍɽɰȃǉǉɽɰƃȶǁӣɁɨƃɥɥȢȈƺƃɽȈɁȶȈȴƃǼǉɰ ǁӝ ǹɰɥǉƺȈǹȈƺƃȢȢʰȈȶƺȢʍǁǉǁȈȶKʯȃȈƹȈɽ:ӵɥɨɁʤȈǁȈȶǼɨǉȶǁǉɨȈȶǼɰɁǹɽȃǉȢȈǼȃɽȈȶǼǁǉɰȈǼȶ ɰƺȃǉȴǉӗƹƃɰǉǁɁȶǉȈɽȃǉɨїAǹȈȢǉɰӯȚɥǉǼӗĀȃɁɽɁČȃɁɥӰɁɨјAǹȈȢǉɰ ӯĄǉʤȈɽӗČȟǉɽƺȃӸĩɥӰ ɥɨɁʤȈǁǉǁƹʰɽȃǉɨƺȃȈɽǉƺɽӝČɥǉƺȈǹȈƺɧʍƃȶɽȈɽȈǉɰƃȶǁɽʰɥǉɰɥǉɨKʯȃȈƹȈɽ:ӝ ǉӝ ǹɰɥǉƺȈǹȈƺƃȢȢʰȈȶƺȢʍǁǉǁȈȶKʯȃȈƹȈɽ:ӵɥɨɁʤȈǁǉɥȃɁɽɁӸɰȈȴʍȢƃɽȈɁ ȶɰӝČɥǉƺȈǹȈƺɧʍƃȶɽȈɽȈǉɰ ƃȶǁɽʰɥǉɰɥǉɨKʯȃȈƹȈɽ:ӝ
ϲ͘ ĀɨǉȢȈȴȈȶƃɨʰǉɧʍȈɥȴǉȶɽƺɁɰɽǉɰɽȈȴƃɽǉɁǹȈȶɽǉȶǁǉǁȢȈǼȃɽȈȶǼǁǉɰȈǼȶ ӯȶɁɽȈȶƺȢʍǁȈȶǼ ȈȶɰɽƃȢȢƃɽȈɁȶƺɁɰɽɰӰӗƹƃɰǉǁɁȶǉɰɽȈȴƃɽǉǁɧʍƃȶɽȈɽȈǉɰƃȶǁɧʍɁɽƃɽȈɁȶɰǹɨɁȴȴƃȶʍǹƃƺɽʍɨǉɨɰԇ ɨǉɥɨǉɰǉȶɽƃɽȈʤǉɰӝ
ϳ͘ ĀɨǉȢȈȴȈȶƃɨʰȈȢȢʍȴȈȶƃɽȈɁȶƺƃȢƺʍȢƃɽȈɁȶɰӗƃɰɨǉɧʍȈɨǉǁӝ
9ӝ AǉɰȈǼȶAǉʤǉȢɁɥȴǉȶɽČǉɨʤȈƺǉɰӖ
ϭ͘ :ɁȶǹǉɨǉȶƺǉɰӣɽǉȢǉƺɁȶǹǉɨǉȶƺǉɰʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗɽȃǉȈɨ:ɁȶɰʍȢɽƃȶɽɰƃȶǁ:ȢȈǉȶɽɰӝ Ϯ͘ ȈǁȈȶɥɨɁƺʍɨǉȴǉȶɽɁǹɰƃȴɥȢǉɰɁǹȴƃȚɁɨǹȈʯɽʍɨǉɽʰɥǉɰƃɰɨǉɧʍȈɨǉ ǁǹɁɨɨǉʤȈǉʥƹʰǁǉɰȈǼȶ ɽǉƃȴӝ
ϯ͘ AǉɰȈǼȶƃȶǁȢƃʰɁʍɽɁǹɥɨɁɥɁɰǉǁȢȈǼȃɽȈȶǼǹȈʯɽʍɨǉɰɁȶ:AǁɨƃʥȈȶǼ ǹȈȢǉɰɥɨǉɥƃɨǉǁƹʰɽȃǉ ɨƺȃȈɽǉƺɽӣ:ȢȈǉȶɽӯʍɰȈȶǼʍɽɁ:AїѕіѕɁɨȢƃɽǉɨƃȶǁӣɁɨĄǉʤȈɽїѕіљƃɰɨǉɧʍȈɨǉǁӰӝ ϰ͘ ¸ȈǼȃɽȈȶǼyȈʯɽʍɨǉČƺȃǉǁʍȢǉɰƃȶǁČɥǉƺȈǹȈƺƃɽȈɁȶɰӗȈȶƺȢʍǁȈȶǼȴƃȶʍǹƃƺɽʍɨǉɨȶƃȴǉӗȴɁǁǉȢ ȶʍȴƹǉɨӗȢƃȴɥɽʰɥǉƃȶǁǁǉɰƺɨȈɥɽȈɁȶӝ
ϱ͘ ȈǁȈȶřƃȢʍǉKȶǼȈȶǉǉɨȈȶǼɨǉƺɁȴȴǉȶǁƃɽȈɁȶɰƃɰɨǉɧʍȈɨǉǁǹɁɨƺɁȴɥȢȈ ƃȶƺǉʥȈɽȃɽȃǉ ɥɨɁȚǉƺɽƹʍǁǼǉɽӝ
ϲ͘ ĄǉʤȈɰǉǁȈȢȢʍȴȈȶƃɽȈɁȶƺƃȢƺʍȢƃɽȈɁȶɰɽʍǁȈǉɰƃɰɨǉɧʍȈɨǉǁӝ ϳ͘ ĀɨǉȢȈȴȈȶƃɨʰȢƃʰɁʍɽɁǹȢȈǼȃɽȈȶǼƺɁȶɽɨɁȢɰʰɰɽǉȴȈȶɽǉȶɽӝ
:ӝ :ɁȶɰɽɨʍƺɽȈɁȶAɁƺʍȴǉȶɽČǉɨʤȈƺǉɰӖ
ϭ͘ :ɁȶǹǉɨǉȶƺǉɰӣɽǉȢǉƺɁȶǹǉɨǉȶƺǉɰʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗɽȃǉȈɨ:ɁȶɰʍȢɽƃȶɽɰӗ:ȢȈǉȶɽɰƃȶǁ :ɁȶɽɨƃƺɽɁɨӝ
Ϯ͘ ĀɨɁʤȈǁȈȶǼƃɰɰȈɰɽƃȶƺǉȈȶƺɁɁɨǁȈȶƃɽȈȶǼȢȈǼȃɽȈȶǼǁǉɰȈǼȶʥȈɽȃƃɨƺȃȈ ɽǉƺɽʍɨƃȢӗǉȢǉƺɽɨȈƺƃȢӗ ȴǉƺȃƃȶȈƺƃȢƃȶǁȢƃȶǁɰƺƃɥǉǁǉɰȈǼȶӝ
EXHIBIT C - February 1, 2024
115
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯ¸AӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉіј

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
ϯ͘ ĀɨɁʤȈǁȈȶǼɨǉʤȈɰǉǁǁǉɰȈǼȶƃȶǁȢƃʰɁʍɽɁǹȢȈǼȃɽȈȶǼǹȈʯɽʍɨǉɰɁȶ:A ǁɨƃʥȈȶǼǹȈȢǉɰɥɨǉɥƃɨǉǁ ƹʰɽȃǉɨƺȃȈɽǉƺɽӯʍɰȈȶǼʍɽɁ:AїѕіѕɁɨȢƃɽǉɨƃȶǁӣɁɨĄǉʤȈɽїѕіљ ƃɰɨǉɧʍȈɨǉǁӰӝ ϰ͘ ĄǉʤȈɰǉǁ¸ȈǼȃɽȈȶǼyȈʯɽʍɨǉČƺȃǉǁʍȢǉɰƃȶǁČɥǉƺȈǹȈƺƃɽȈɁȶɰӝ ϱ͘ ĄǉʤȈɰǉǁȈȢȢʍȴȈȶƃɽȈɁȶƺƃȢƺʍȢƃɽȈɁȶɰӗƃɰɨǉɧʍȈɨǉǁӝ
ϲ͘ ĄǉʤȈɰǉǁȢƃʰɁʍɽɁǹƺɁȶɽɨɁȢɰʰɰɽǉȴȈȶɽǉȶɽӝ
ϳ͘ yȈȶƃȢǁǉʤǉȢɁɥȴǉȶɽɁǹɽȃǉǁǉȢȈʤǉɨƃƹȢǉɰɰʍƹȴȈɽɽǉǁƃɽіѕѕՐ:Ɂȶɰɽɨʍ ƺɽȈɁȶAɁƺʍȴǉȶɽɰɽɁ ȈȶƺɁɨɥɁɨƃɽǉĀȢƃȶ:ȃǉƺȟƺɁȴȴǉȶɽɰӝ

Aӝ :ɁȶɰɽɨʍƺɽȈɁȶǁȴȈȶȈɰɽɨƃɽȈɁȶČǉɨʤȈƺǉɰӖ
ϭ͘ ĀɨɁʤȈǁȈȶǼɰʍɥɥɁɨɽɰǉɨʤȈƺǉɰǹɁɨƃɰɰȈɰɽȈȶǼɥɨɁɰɥǉƺɽȈʤǉƹȈǁǁǉɨɰɨǉ ȢƃɽǉǁɽɁƺɁȶɰɽɨʍƺɽȈɁȶ ǁɁƺʍȴǉȶɽȈȶɽǉɨɥɨǉɽƃɽȈɁȶɰӗƺȢƃɨȈǹȈƺƃɽȈɁȶɰӗƃȶǁɰʍɥɥȢǉȴǉȶɽǁɁƺʍȴǉȶɽƃɽȈɁȶӗƃɰɨǉɧʍȈɨǉǁ ɽɁɰʍɥɥɁɨɽɽȃǉǁǉɰȈǼȶȈȶɽǉȶɽӝĀ ɨɁʤȈǁȈȶǼɨǉɰɥɁȶɰǉɰɽɁƃȢȢɥɨǉӸƹȈǁȈȶɧʍȈɨȈǉɰǹɨɁȴ ɥɨɁɰɥǉƺɽȈʤǉƹȈǁǁǉɨɰɨǉǼƃɨǁȈȶǼƺɁȶɰɽɨʍƺɽȈɁȶǁɁƺʍȴǉȶɽɰƃȶǁɰɥǉƺȈǹ ȈƺƃɽȈɁȶɰӝ Ϯ͘ ĄǉʤȈǉʥȈȶǼƃȶʰƺɁɰɽɰƃʤȈȶǼƃȢɽǉɨȶƃɽǉɰɰʍƹȴȈɽɽǉǁǁʍɨȈȶǼɽȃǉƹȈǁɰ ǉȢǉƺɽȈɁȶɥǉɨȈɁǁǹɁɨ ǹʍȶƺɽȈɁȶƃȢƺƃɥƃƹȈȢȈɽȈǉɰӗƺɁȴɥƃɽȈƹȈȢȈɽʰʥȈɽȃɽȃǉƃɥɥɨɁʤǉǁǁǉɰȈǼȶ ӗƃȶǁƺɁȴɥȢȈƃȶƺǉʥȈɽȃ ɨǉƺɁǼȶȈ˃ǉǁǁǉɰȈǼȶɰɽƃȶǁƃɨǁɰӝ:ɁɰɽɨǉǁʍƺɽȈɁȶƺȃƃȶǼǉɰɁɨǹȈǉȢǁɨǉʤȈɰȈɁȶɰɰʍƹȴȈɽɽǉǁƃǹɽǉɨ ɽȃǉƃʥƃɨǁɁǹɽȃǉƺɁȶɽɨƃƺɽʥȈȢȢƹǉȈȶʤɁȈƺǉǁɰǉɥƃɨƃɽǉȢʰɁȶƃȶȃɁʍ ɨȢʰƹƃɰȈɰƃɰƃȶ ǁǁȈɽȈɁȶƃȢČǉɨʤȈƺǉӝ
ϯ͘ ĄǉʤȈǉʥȈȶǼɰȃɁɥǁɨƃʥȈȶǼɰӗȴƃȶʍǹƃƺ ɽʍɨǉɨɰӡɥɨȈȶɽɰӗɰʍƹȴȈɽɽƃȢɰӗƃȶǁɰƃȴɥȢǉɰǹʍɨȶȈɰȃǉǁƹʰ ɽȃǉ:ɁȶɽɨƃƺɽɁɨɥʍɨɰʍƃȶɽɽɁɽȃǉȈȶǁʍɰɽɨʰӸɰɽƃȶǁƃɨǁɥɨɁɽɁƺɁȢɰǉɽǹ ɁɨɽȃȈȶAɁƺʍȴǉȶɽ їѕіӸїѕѕќӝ
ϰ͘ :ɁȶǹǉɨɨȈȶǼʥȈɽȃɽȃǉɨƺȃȈɽǉƺɽӗ:ɁȶɽɨƃƺɽɁɨɰӗƃȶǁɁɽȃǉɨ:ɁȶɰʍȢɽƃȶɽɰɽɁɨǉɰɁȢʤǉɨǉȢƃɽǉǁ ƺɁȶɰɽɨʍƺɽȈɁȶȈɰɰʍǉɰӝ
ϱ͘ ÃƃȟȈȶǼǹȈǉȢǁɁƹɰǉɨʤƃɽȈɁȶɰƃɰǁȈɨǉƺɽǉǁӗɥǉɨɽȃǉɧʍƃȶɽȈɽʰȢȈɰɽǉǁ ȈȶKʯȃȈƹȈɽ:ӗȈȶɁɨǁǉɨɽɁ ɨǉʤȈǉʥɽȃǉɥɨɁǼɨǉɰɰɁǹɽȃǉʥɁɨȟƃȶǁɽɁƹǉƃʤƃȈȢƃƹȢǉɽɁƃǁǁɨǉɰɰ ƺɁȶɽɨƃƺɽɁɨɧʍǉɰɽȈɁȶɰӗƹʍɽ ȶɁɽɽɁɥɨɁʤȈǁǉƺɁȶɰɽɨʍƺɽȈɁȶȈȶɰɥǉƺɽȈɁȶӝ

Kӝ ÝɥɽȈɁȶƃȢǁǁȈɽȈɁȶƃȢČǉɨʤȈƺǉɰʤƃȈȢƃƹȢǉƃɽƃȶǁǁȈɽȈɁȶƃȢyǉǉӖ ϭ͘ ČǉɨʤȈƺǉɰɨǉɰʍȢɽȈȶǼǹɨɁȴɰȈǼȶȈǹȈƺƃȶɽƺȃƃȶǼǉɰȈȶɽȃǉɰƺɁɥǉɁǹɽȃǉɥɨɁȚǉƺɽӡɰǹǉƃɽʍɨǉɰӝÃȈȶɁɨ ɨǉʤȈɰȈɁȶɰƃɰɨǉɧʍȈɨǉǁǁʍǉɽɁɽȃǉȶɁɨȴƃȢǉʤɁȢʍɽȈɁȶɁǹɽȃǉɥɨɁȚǉƺ ɽƃɨǉȈȶƺȢʍǁǉǁӝ Ϯ͘ ǹɰɥǉƺȈǹȈƺƃȢȢʰȈȶƺȢʍǁǉǁȈȶKʯȃȈƹȈɽ:ӵɥɨɁʤȈǁȈȶǼƺɁȶƺǉɥɽǁǉɰȈǼȶƃȶǁɥɨǉȢȈȴȈȶƃɨʰ ǁɨƃʥȈȶǼɰɁǹƺʍɰɽɁȴȢȈǼȃɽȈȶǼǹȈʯɽʍɨǉɰӝ
ϯ͘ ǹɰɥǉƺȈǹȈƺƃȢȢʰȈȶƺȢʍǁǉǁȈȶKʯȃȈƹȈɽ:ӵɥɨɁʤȈǁȈȶǼƃǹȈȶƃȢɨǉʤȈǉʥɁǹȢȈǼȃɽȈȶǼȈȶɰɽƃȢȢƃɽȈɁȶƃȶǁ ɰʍɥǉɨʤȈɰȈɁȶɁǹǹɁƺʍɰȈȶǼɁǹƃǁȚʍɰɽƃƹȢǉȢȈǼȃɽȈȶǼǹȈʯɽʍɨǉɰƃȶǁɥɨɁ ǼɨƃȴȴȈȶǼɁǹȢȈǼȃɽȈȶǼ ƺɁȶɽɨɁȢɰʰɰɽǉȴӗƃɰȶǉƺǉɰɰƃɨʰɥǉɨǹȈȶƃȢǁǉɰȈǼȶӗƃȶǁƺɨȈɽǉɨȈƃǉɰɽƃƹȢȈɰȃǉǁƹʰ:ȢȈǉȶɽӝěȃǉ KȢǉƺɽɨȈƺƃȢ:ɁȶɽɨƃƺɽɁɨӗČɥǉƺȈƃȢɽʰ:ɁȶɽɨƃƺɽɁɨӗƃȶǁӣɁɨ:ȢȈǉȶɽӡɰĄǉ ɥɨǉɰǉȶɽƃɽȈʤǉʥȈȢȢɰʍɥɥȢʰ ɥǉɨɰɁȶȶǉȢɽɁɥǉɨǹɁɨȴɽȃȈɰʥɁɨȟȈȶƺɁȴɥȢȈƃȶƺǉʥȈɽȃȢɁƺƃȢȢƃʥɰƃȶǁʍȶȈɁȶƃǼɨǉǉȴǉȶɽɰӝ ČɥǉƺȈǹȈƺɧʍƃȶɽȈɽȈǉɰɁǹʤȈɰȈɽɰɥǉɨKʯȃȈƹȈɽ:ӝ

yӝ ČǉɨʤȈƺǉɰÇɁɽȶƺȢʍǁǉǁӖ
ϭ͘ ČɽɨʍƺɽʍɨƃȢǉȶǼȈȶǉǉɨȈȶǼɁɨǉȶǼȈȶǉǉɨȈȶǼɰǉɨʤȈƺǉɰɁǹƃȶʰȟȈȶǁӝ Ϯ͘ ÝǹǹɰȈɽǉƃȶǁɰɽɨǉǉɽȢȈǼȃɽȈȶǼǁǉɰȈǼȶӝ
ϯ͘ ĀȃʰɰȈƺƃȢȈȶɰɥǉƺɽȈɁȶƃȶǁӣɁɨȈȶʤǉȶɽɁɨʰɁǹƃȶʰǉʯȈɰɽȈȶǼǉɧʍȈɥȴǉȶɽ ƃȶǁӣɁɨɰʰɰɽǉȴɰӝ EXHIBIT C - February 1, 2024
116
ÝȶɽƃɨȈɁɨǉȶƃĀȢƃ˃ƃӯїѕїјіѝћѕіӰ
KȶǼȈȶǉǉɨȈȶǼӣ:ɁȶɰʍȢɽȈȶǼĀɨɁɥɁɰƃȢƃȶǁĀɨɁǹǉɰɰȈɁȶƃȢČǉɨʤȈƺǉǼɨǉǉȴǉȶɽӵKʯȃȈƹȈɽ:ӯ¸AӰ Čǉɥɽǉȴƹǉɨіѝӗїѕїј
ĀƃǼǉіљ

іњїјі¸ƃǼʍȶƃ:ƃȶʰɁȶĄɁƃǁӗČʍȈɽǉіѕѕӗɨʤȈȶǉӗ:ўїћіѝ
ϰ͘ ¸ȈǼȃɽȈȶǼAǉɰȈǼȶǉɨʥȈȢȢɥɨɁʤȈǁǉƺɁǁǉɨǉɰǉƃɨƺȃɨǉȢƃɽȈȶǼɽɁɨǉƃɰɁȶƃƹȢʰƃƺƺǉɰɰȈƹȢǉ ƃɥɥȢȈƺƃƹȢǉƺɁǁǉɰƃȶǁȢƃʥɰǹɁɨɽȃǉĀɨɁȚǉƺɽӢȃɁʥǉʤǉɨӗƃǹɁɨȴƃȢʥɨ ȈɽɽǉȶɨǉɥɁɨɽɁʍɽȢȈȶȈȶǼ ɽȃǉȈȴɥƃƺɽɰɁǹƃɥɥȢȈƺƃƹȢǉȢɁƺƃȢƺɁǁǉɰƃȶǁɁɨǁȈȶƃȶƺǉɰȈɰȶɁɽȈȶƺ Ȣʍǁǉǁӝ ϱ͘ AȈȴǉȶɰȈɁȶɰƃȶǁǉȢǉʤƃɽȈɁȶɰǹɁɨȈȶӸɰƺɁɥǉǁǉʤȈƺǉɰӝěȃȈɰɥɨɁɥɁɰƃȢ ƃɰɰʍȴǉɰɽȃƃɽƃȢȢƺɨȈɽȈƺƃȢ ǁȈȴǉȶɰȈɁȶɰɁǹƃȢȢɰƺɁɥǉɨǉȢƃɽǉǁǁǉʤȈƺǉɰʥȈȢȢƹǉǁɁƺʍȴǉȶɽǉǁɁȶɽ ȃǉƃɨƺȃȈɽǉƺɽʍɨƃȢ ǁɨƃʥȈȶǼɰӝ
ϲ͘ ĀɨɁʤȈǁȈȶǼɽƃȟǉӸɁǹǹɰɁɨɧʍƃȶɽȈɽȈǉɰɁǹɰɥǉƺȈǹȈǉǁǹȈʯɽʍɨǉɰƹǉʰɁȶǁ ČƺȃǉȴƃɽȈƺǉɰɽȈȴƃɽǉɰӝ
ӸӸӸӸӸKÇAӸӸӸӸӸ
EXHIBIT C - February 1, 2024
117

PROPOSAL FOR CONSULTANT SERVICES
18 September 2023

1.0 INTRODUCTION

1.1 AQUATIC DESIGN GROUP, INC. of Carlsbad, California (hereinafter referred to as “CONSULTANT”), proposes to provide consulting design services to SWA, (hereinafter referred to as “CLIENT”) for the following project:

Ontario Arena Plaza Water Features
Ontario, California

1.2 In conformance with the Request for Proposal dated 7 September 2023 as issued by Ryan Parr, CONSULTANT shall provide:

2.0 SCOPE OF WORK

2.1 CONSULTANT shall provide design and engineering services as hereinafter described for the following water features:

2.1.1 Main Water Feature(s) with Water Walls, Stepping / Tiered Features, and Interactive Jet Features

2.1.2 Drydeck Fountain Feature with Interactive Jets

2.1.3 Circular Reflective Water Feature

3.0 SCOPE OF SERVICES

3.1 Design Development Phase:

3.1.1 CONSULTANT shall review the program furnished by CLIENT to ascertain the requirements of the project and shall arrive at a mutual understanding of such requirements with CLIENT.

3.1.2 Based upon the mutually agreed upon program, schedule and construction budget requirements, CONSULTANT shall prepare, for approval by CLIENT, Design Development Documents
consisting of drawings and other documents to fix and describe the size and character of the Project as to water feature mechanical and electrical systems. Design Development Phase deliverables shall include the following:

3.1.2.1 Preliminary water feature piping plan.

3.1.2.2 Preliminary water feature underwater lighting plan.

3.1.2.3 Outline specification in CSI format.

3.1.3 CONSULTANT shall provide CLIENT with building and infrastructure requirements, including design criteria, as needed to service the water feature equipment, including:

EXHIBIT D - February 1, 2024
118

ADG Proposal for Consultant Services_18 September 2023
Ontario Arena Plaza Water Features

Page 2 of 8 ends

3.1.3.1 Water feature mechanical vault dimensions.

3.1.3.2 Sanitary/storm sewer requirements and points of connection.

3.1.3.3 Domestic water requirements and points of connection.

3.1.3.4 Electrical requirements and points of connection.

3.1.4 CONSULTANT shall submit to CLIENT an estimate of probable construction cost based upon current area, volume, or other unit costs.

3.2 Construction Documents Phase:

3.2.1 Based upon the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by CLIENT, CONSULTANT shall prepare, for approval by CLIENT, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for construction of the water feature(s).

Construction Documents Phase deliverables shall include the following:

3.2.1.1 Mechanic al Drawings:

x Water feature piping plan.
x Water feature mechanical equipment piping plan.
x Water feature mechanical equipment sections.
x Miscellaneous water feature mechanical details.

3.2.1.2 Elect rical Drawings:

x Water feature underwater lighting plan.
x Water feature single phase panel schedule.
x Miscellaneous water feature electrical details.

3.2.1.3 Structural Drawings:

x Water feature dimensional construction drawings.
x Miscellaneous water feature structural details and
finishes with primary design by others.

3.2.1.4 Final form water feature technical specifications in CSI format.

3.2.2 CONSULTANT shall advise CLIENT of any adjustments to previous estimates of probable construction cost indicated by changes in requirements or general market conditions.

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3.2.3 CONSULTANT shall assist CLIENT in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and the Contractor, as it relates to the design program elements.

3.2.4 CONSULTANT shall assist CLIENT in connection with CLIENT’s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project.

3.3 Construction Observation Phase:

3.3.1 CONSULTANT shall be a representative of and shall advise and consult with CLIENT: 1) during construction until final payment to the Contractor is due; and 2) as an Additional Service at CLIENT's direction from time to time during the correction period described in the Contract for Construction. CONSULTANT shall have authority to act on behalf of CLIENT only to the extent provided in this proposal unless otherwise modified. CONSULTANT shall provide the following construction support services:

3.3.1.1 Provide clarification, as required, of construction documents and respond to contractor requests for
information.

3.3.1.2 Review and approval of sample and material submittals specified in Contract Documents dealing specifically
with water features.

3.3.1.3 Assistance with the issuance and negotiation of change orders.

3.3.1.4 Review of contractor-submitted Record Drawings for contract conformance and completeness based upon
field observations.

3.3.2 CONSULTANT shall visit the site at intervals appropriate to the stage of construction or otherwise agreed by CLIENT and CONSULTANT in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations, CONSULTANT shall keep CLIENT informed of the progress and quality of the Work and shall endeavor to guard CLIENT against defects and deficiencies in the Work.

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3.4 Visits to the Project Site:

3.4.1 CONSULTANT shall visit the offices of CLIENT and/or the Project Site in conformance with the following schedule:

3.4.1.1 Design Phases………................... Three (3) site visits

3.4.1.2 Construction Observation Phase... Five (5) site visits

4.0 EXCLUSIONS TO SCOPE OF SERVICES

4.1 CLIENT shall provide full information regarding requirements for the project, including a program which shall set forth CLIENT’s design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment, systems and site requirements. Additional information that may be required by CONSULTANT as prepared by other members of the project team shall include:

4.1.1 Base sheets in digital (AutoCAD .dwg) format, including, but not limited to, the following:

4.1.1.1 Proposed drawing title block.

4.1.1.2 Site plan illustrating proposed water feature and water feature equipment locations.

4.1.2 Utilities design to water feature mechanical equipment points of connection, including:

4.1.2.1 Sanitary sewer.

4.1.2.2 Storm sewer.

4.1.2.3 Domestic water.

4.1.2.4 Electrical distribution, including single line diagrams, three phase power, motor control center and/or motor
starters.

4.1.3 Architectural design of water features.

4.1.4 Landscape design including hardsc ape, landscape, irrigation, site drainage, fencing, site lighting, shade structures, and FF&E.

4.1.5 Miscellaneous plan check and permit fees as may be required by regulatory agencies.

4.1.6 CONSULTANT shall design primary water waterproofing of water retaining structure, defined as the interior surface of water retaining side of water feature / basin. Secondary waterproofing shall be excluded from scope, which is defined as any
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waterproofing to protect substructure below or adjacent to water feature. This includes adjacent planters, buildings, vaults, etc. If water feature is on-structure, a third-party waterproofing consultant shall provide secondary waterproofing and drainage to contain any water that may occur as a required redundant system.

4.1.7 CLIENT shall provide a complete bid documents set, featuring 100% construction drawings, specifications and addenda in an electronic format to CONSULTANT.

4.1.8 Storm Water Management Programming, Civil site work, water remediation and runoff control per jurisdictional requirements.

5.0 INDEMNITY

5.1 CONSULTANT and CLIENT mutually agree, to the fullest extent permitted by law, to indemnify and hold each other harmless from any and all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from their own negligent acts, errors or omissions, or willful misconduct in the performance of their services under this Agreement, to the extent that each party is responsible for such damages, liabilities and costs on a comparative basis of fault.

5.2 In the event CONSULTANT’s indemnity obligations set forth above are in conflict with the Prime Contract or Agreement signed by CLIENT for this specific project, CONSULTANT agrees that the indemnity obligations provided in the Prime Contract shall govern in all instances to the fullest extent permitted by law.

5.3 These indemnification provisions shall survive the termination or expiration of this Agreement and shall remain in full force and effect as long as permitted by law.

6.0 USE OF DOCUMENTS / ELECTRONIC FILES

6.1 CLIENT acknowledges the CONSULTANT’s construction documents as instruments of professional service. Nevertheless, the drawings and specifications shall become the property of CLIENT upon completion of the work and payment in full of all monies due to the CONSULTANT.

CLIENT shall not reuse or make any modifications to the drawings and specifications without the prior written consent of CONSULTANT.

CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold the CONSULTANT harmless from any claim, liability or cost (including reasonable attorney’s fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of the construction documents by CLIENT or any person or entity that acquires EXHIBIT D - February 1, 2024
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or obtains the plans and specifications from or through CLIENT without the written authorization of the CONSULTANT.

6.2 Electronic files may be provided by CONSULTANT for review by CLIENT and use by the Design Team in the preparation of construction documents. CONSULTANT assumes no responsibility for determining whether the data or software format are correct, up-to-date, or together represent actual conditions, or liability for the translations or results thereof. Acceptance or use by CLIENT of electronic files shall constitute a total release from liability, and as an indemnification for all costs or expenses from any claims, suits, judgments, or any other actions or liability as a result of such use. Under no circumstances shall delivery of the electronic files be deemed a sale by CONSULTANT, and CONSULTANT makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall CONSULTANT be liable for any loss of profit of any consequential damages as a result of re-use of electronic files. Drawing plan views may be delivered in AutoCAD .dwg or Adobe .pdf format. Drawing detail sheets are considered proprietary and will be delivered in AutoCAD .dwf or Adobe .pdf format only.

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8.0 TIME

8.1 CONSULTANT shall prosecute design work in conformance with the following schedule, contingent upon receipt of all required information (program, base sheets, etc.) from CLIENT or CLIENT’s designated representative:

8.1.1 Design Development Phase: Complete within forty-five (45) calendar days of CONSULTANT’s receipt of fully executed professional services agreement between CLIENT and
CONSULTANT.

8.1.2 Construction Documents Phase: Complete within sixty (60) calendar days of approval of Design Development Documents and authorization to proceed with Construction Documents Phase.

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9.0 AUTHORIZED SIGNATURES

9.1 This proposal is valid for thirty (30) calendar days from the date referenced below and is submitted for and on behalf of CONSULTANT by:

AQUATIC DESIGN GROUP, INC.

By: Scott Palmer
Its: Director of Marketing
By: Gregory S. Ferrell, AIA
Its: Principal
18 September 2023
Date
By:

Scott Palmereeeeeeeeeeeeeee
Gregory S.

Ferrell, AIA
ts:

Director of Marketing
By:
ts: Principal
EXHIBIT D - February 1, 2024
125

GLASIR DESIGN
424 New Jersey Lane
Placentia, CA 92870
714-514-9930
[email protected]
Ontario Arena Plaza - p01 Page 1 of 2
September 13, 2023
This is an agreement for irrigation consulting services to be performed by Glasir Design (Consultant), as requested by The SWA Group (Client), for the project listed below.

Project Name/Location:

Ontario Arena Plaza
Ontario, California
Client Info:

The SWA Group
570 Glenneyre Street
Laguna Beach, CA 92651
Attn: Mr. Stephen Rydzon, PLA, Principal
[email protected], (949) 607-0158
The client and the consultant agree to the following:

A. Consultant agrees to provide the following services:

Provide irrigation consulting se rvices for the above referenced project. The project is the design of a landscape irrigati on system for new planting areas within a 2-acre gathering plaza adjacent to an existing sports arena in Ontario, California. The project is limited to the proposed 2-acre project area and shall be designed using AutoCAD drafting software on no more than two (2) sheets of irrigation plan drawings at an appropriate scale. The client shall provide an e-transmit of the AutoCAD drawings to include all required x-reference drawings, image files and plotting "ctb" files. Additional submittals (other than direct municipal agency irrigation plan check revisions) and other de sign documents, not listed below, are excluded from the consultant’sscope of work and fee proposal.

This scope of work is based on the city issued RFP provided by the client on September 7, 2023.

Site Analysis/Conceptual Design –the consultant shall visit the site to review existing irrigation system and review the city ’s preferred irrigati on standards for th e new irrigation design. After the initial site review of the site, the consultant will prepare a preliminary irrigation plan to aid the generation of a preliminary co st estimate and identify any irrigation components that may require a long lead time. The consultant will discuss with the client and city proposed value engineerin g options for the irrigation plan prior to starting irrigation construction documents. One (1) irrigation preliminary plan submittal is included in this phase of work.

Construction Documents - The consultant shall provide complete overhead rotary, bubbler, and drip irrigati on construction drawings includin g plans, notes, materials legends, installation details, water pressure calculations, pump station design, estimated water use calculation (WELO), irrigation run time calculat ions, specifications, an d cost estimate. The fee assumes that there will be no more than three (3) submittals of the construction document irrigation drawings (60%, & 90%, and Final ). After the installation of the irrigation system, the consultant shall provide record drawings based on contractor provided as-builts.

EXHIBIT E - February 1, 2024
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Ontario Arena Plaza - p01 Page 2 of 2
Construction Administration - the consultant shall provide construction support services in the form of the review and written comments on contractor materials submittals, as well as any contractor issued irriga tion related requests for information (RFIs). the consultant shall provide field observation services during construction to observe and report on the installation of the irrigation system. The cons ultant recommends that site observations be provided at the following milestones: irrigation mainline and valve loca tion review, irrigation coverage test, and final walk. The scope and fees assume no more than three (3) construction observations shall be provided. The fees for the construction observations include travel time to the site, field time and a written field report or punch list.

Glasir Design grants The SWA Group permission to use the above proposal information to respond to any RFPs related to this project, and to create a sub-consultant agreement that may be signed later.

Proposal created by Chris Curry of Glasir Design.

EXHIBIT E - February 1, 2024
127
September 14, 2023
RE: Proposal #1202
Ontario Arena Plaza
Ontario, CA
Steve Rydzon
SWA
570 Glenneyre Street
Laguna Beach, CA 92651
Mr. Rydzon:

We are pleased to provide this proposal for structural engineering services on the above referenced project between JJS Structural, Inc.and SWA. The Scope of Services listed below outlines the tasks to be performed for the new landscape project located at the address above. This letter will also serve as a contractual agreement to perform the services if signed and returned to our office.

1. Project Description
a. Landscape features at the new Arena Plaza, as follows:
i. Concrete and / or CMU retaining walls

1. (3) different wall styles, each with varying heights assumed (6’-0” tall, max.) ii. (2) different types of steel shade structures
iii. C.I.P. concrete stairs and steel handrails

2. Scope of Services
a. Design development (DD) phase
i. Attend project conference calls to coordinate design b. Construction documents (CD) phase, including structural calculations i. Respond to plan check corrections
c. Construction administration (CA) phase
i. Respond to RFI’s
ii. Review and approve shop drawings and submittals
d. Plan check meetings, site or structural observation visits, responding to bidder RFI’s and record drawings are not included in the scope and will be an additional fee

3. Structural Systems
a. Retaining walls will be designed as both CMU and P.I.P. concrete b. Shade structures will be steel, supported on concrete pad footings or grade beams c. Stairs will be C.I.P. concrete with steel handrails

4. Assumptions and Exclusions
The scope described above is the total scope of work and any additional work/scope will be considered additional services to be performed on a time-and-material basis. Assumptions and exclusions include:
a. The fee/scope contained herein is based on the RFP from the City of Ontario as well as an email from Steve Rydzon on 09/08/23
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EXHIBIT F - February 1, 2024
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Proposal #1202
b. Design development (DD) includes providing most structural member locations, estimating sizes and coordinating with the team
c. Construction documents (CD) include final structural design documents with all relevant structural information shown and ready for jurisdiction review and bid d. Construction administration (CA) phase includes coordination with the design team and site contractors during construction to address unforeseen issues during the design process e. Shoring design is excluded
f. Client will provide architectural background drawings for our use g. Architect / Owner revisions are excluded, including excessive revisions during design h. Construction changes or repairs are excluded
i. Revisions due to code change are excluded

6. Construction Documents
a. Our office will create structural plans, details and general notes with supporting calculations that meet the requirements of the latest building code. The documents will be provided in electronic file .pdf format.

Plan files are also available in .dwg format for the plan view sheets only as requested. The documents must be approved by the governing jurisdiction before the start of construction.

7. Electronic Files
a. All electronic file used to create the structural documents are the sole property of JJS Structural. If requested by a subcontractor, the electronic files may be provided for their use. The structural information is not to be revised or modified from the approved design. The results of the subcontractor’s use of our electronic files is not implied or warranted to match or meet the original design performed by our office. JJS Structural reserves the right to refuse to provide the electronic files. b. JJS Structural uses architectural electronic drawing files provided to our office by the client. These files are the property of the architect/engineer of record. Approval to use the files in our drawings must be obtained from the architect/engineer, by the client or the subcontractor, prior to our office providing our electronic files.

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Proposal #1202

10. Indemnification
a. JJS Structural, Inc. (SE) shall indemnify and hold harmless SWA (Client) and its officers, members, directors, partners, employees, and subconsultants against any and all claims, damages, losses and expenses to the extent they are caused by the negligent acts, errors, or omissions of the SE or its employees in the performance of its services under this Agreement, subject to the Risk Allocation provisions in Item 11 below.
b. The Client shall indemnify and hold harmless the SE and its officers, members, directors, partners, employees, and subconsultants from and against any and all claims, damages, losses and expenses arising out of or resulting from Client's performance of its obligations under this Agreement, provided that any such claims, damage, loss or expense is caused in whole or in part by the negligent act or omission and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except the SE) or anyone for whose acts any of them may be liable and provided that they are not caused by the negligent performance by the SE of services under the agreement. This indemnification shall include any claim, damage or loss due to the presence of hazardous materials. c. Neither party shall have any obligation to defend or pay for the defense costs of the other party unless such costs are recoverable under applicable law.
d. For third party claims, to the fullest extent permitted by law, the Client hereby agrees to indemnify, hold harmless and defend the SE, including its officers, members, directors, partners, agents, employees, and subconsultants from and against all third party claims, including bodily injury, property damage, products liability, demands, damages and losses, causes of actions, judgments, fines, penalties and claims expense including attorney fees, litigation costs, expert witness fees and any other expenses caused or alleged to have been caused by anything other than negligent performance by the SE of services under the agreement related to this project. Said indemnification shall also apply to any deductible that the SE may be obligated to pay under its Professional Liability Policy resulting therefrom. e. The Client shall require that its construction contractor(s) endorse commercial general liability coverage to include the Client, the SE and the SE’s consultants as additional insureds for claims caused in whole or in part by the contractor’s negligent acts or omissions during the contractor’s operations. All such additional insured coverage shall be primary and non-contributory, with provision for separation of insureds.

ͳ͵Ǥ Review of Contractor’s Work
a. The SE will not supervise, direct, or have control over the Contractor’s work. The SE shall not be responsible for the Contractor’s means, methods, procedures, techniques, or sequences of construction, nor for safety programs or procedures employed by the Contractor on the job site. The SE shall not be responsible for the Contractor’s failure to carry out work in accordance with the Contract Documents.

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Proposal #1202
ͳ͹Ǥ Corporate Protection
a. It is intended by the parties to this agreement that the SE’s services in connection with the project(s) shall not subject the SE’s individual owners, officers or employees to any legal exposure for the risks associated with this project. Therefore, and notwithstanding anything to the contrary contained herein, the client agrees that as the client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the SE, and not against any of SE's individual owners, officers or employees.
ͳͺǤ Jobsite Safety
a. The Client acknowledges that the SE does not have any authority or responsibility for general jobsite safety and for the safety of persons who are not the employees of the SE or SE’s subconsultant(s). It is understood and agreed that the SE will not be responsible for the job safety or site safety of the project and shall not be responsible for compliance with safety programs and related OSHA regulations required to be followed by the Contractor or its employees, Subcontractors, and agents. Jobsite safety shall be the sole responsibility of the Contractor or Client.
ͳͻǤ Waiver of Certifications
a. No party to this Agreement shall be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. No party to this Agreement shall be required to sign any documents which would result in that party having to certify, guarantee, or warrant the existence of conditions which they cannot ascertain. ʹͲǤ Severability
a. Any term or provision of this agreement found to be invalid under any applicable statute or rule of law shall be deemed omitted and the remainder of this agreement shall remain in full force and effect.

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Proposal #1202
.
ʹʹǤ Force Majeure
a. SE shall not be responsible for delays caused by factors beyond SE’s reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered industry shutdowns, power or server outages, acts of nature, widespread infectious disease outbreaks (including, but not limited to epidemics and pandemics), failure of any governmental or other regulatory authority to act in a timely manner, failure of the Client to furnish timely information or approve or disapprove of SE’s services or work product, or delays caused by faulty performance by the Client’s or by contractors of any level. When such delays beyond SE’s reasonable control occur, the Client agrees that SE shall not be responsible for damages, nor shall SE be deemed in default of this Agreement.

If this meets with your approval, please sign and date where indicated. By signing below, you are in agreement with the fees that are to be charged and payment thereof and you are authorizing the structural design to begin. Please feel free to contact us with any questions you may have.

Sincerely,
Jason Skudlarski, PE, #C67712 - California
President
JJS Structural, Inc. Accepted By: __ _______________________________________ Steve Rydzon Date
EXHIBIT F - February 1, 2024
132
EXHIBIT G - February 1, 2024
133
523 W 6th Street
Suite 1001
Los Angeles, CA 90014
Phone 213.408.4518
www.ccorpusa.com

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EXHIBIT G - February 1, 2024
134
135
136
137
138
139
140
141
142
Department: Fire Department
Prepared By: Joseph Ramos
Staff Member Presenting:

Mike Gerken, Fire Chief
Reviewed By: Sagar Patel
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 7
SUBJECT:

A PROFESSIONAL SERVICES AGREEMENT WITH WITT O'BRIEN'S, LLC FOR A

CONTINUITY OF OPERATIONS PLAN

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Maintain the Current High Level of Public Safety
Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Operating Budget includes appropriations in the General Fund for consulting services in the creation of a citywide Continuity of Operations Plan.

BACKGROUND & ANALYSIS:

After experiencing the most recent global pandemic and learning from the experiences of municipal agencies aﬀected by cyber-attacks, the City recognized the importance of taking active measures to prepare for a complete disruption to City services. While the City has strengthened its plans within hazard mitigation and emergency operations, the City sought out consulting services through a competitive bidding process to develop a Continuity of Operations Plan (COOP), which will also incorporate the Continuity of Government (COG), and Disaster Recovery (DR) plans within the COOP.

COOP planning is the eﬀort within individual agencies to ensure they can continue to perform their mission essential functions during a wide range of emergencies. It is the initiative that ensures our City agencies and departments are able to continue their essential daily functions. COOP requires planning for any event – natural, human-caused, and technological threats, which may cause an agency to relocate its operations to an alternate or other continuity site to assure continuance of its essential functions.

In November 2023, the City solicited proposals through the City's bid management system and received ﬁve proposals to accomplish this project. Witt O'Brien's, LLC, was recommended by a 143
review committee of City Staﬀ. Witt O'Brien's, LLC is a California based-ﬁrm with a track record of experience in writing continuity, and other emergency, plans for municipal agencies in comparison to other proposals submitted.

Staﬀ recommends awarding a contract to Witt O'Brien's, LLC for consulting services to write this comprehensive emergency plan and ultimately strengthen the entire City's resiliency in a time of disaster.
144
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BB&K (2023) -1- PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Witt O’Brien’s, LLC, a Limited Liability Company, with its principal place of business at 818 Town & Country Blvd., Suite 200, Houston, Texas 77024 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing Continuity Of Operations Project emergency management planning services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Continuity Of Operations Project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in 145
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BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from April 01, 2024 to August 30, 2025, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Hundred Eleven Thousand Nine Hundred dollars ($211,900) without written approval of the City Council or City Manager , as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation . Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges. If the City disputes any of Consultan t's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payme nt shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant 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.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of 146
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BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

Consultant or any of Con sultants officers, employees or agents, except as set forth in this Agreement. Consultant 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.

Consultant shall be responsible for all reports and obligations respecting such ad ditional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

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

3.3.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Jason Sirney, Deputy Practice Lead, Readiness & Resilience.

3.3.5 City's Representative . The City hereby designates Joseph Ramos, Emergency Manager or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Jason Sirney, Deputy Practice Lead, Readiness & Resilience or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her 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.

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3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represent s and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant 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 Consultant's failure t o comply with the standard of care provided for herein. Any employ ee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manne r acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Tim e and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeu re Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable t o the services and Agreement.

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the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws . Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant . Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended f rom time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately pre ceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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. Consultant 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.

3.3.10.4 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, wi thout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may 149
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seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.11 Insurance.

3.3.11.1 Time for Compliance . Consultant 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, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, suppl ement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect 150
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the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements . Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability : (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of t his Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability : (1) Additional Insured: T he City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non -payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non -Contributing Insurance . All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, 151
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agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation . All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written expr ess waivers and insurance clauses from each of its subconsultants to the extent of the liabilities assumed by Insurer under this agreement

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the p olicy or policies not contained a deductible or self -insured retention.

3.3.11.7 Evidence of Insurance . The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage ha s been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers . Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel) .

3.3.11.10 Requirements Not Limiting . Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.11.11 Additional Insurance Provisions
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(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(B) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(C) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(D) 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.

3.3.11.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropria te insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All polici es of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endor sement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

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$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Con sultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. If termination for cause, City will provide written notice and explanation of breach to Consultant and allow Consultant fifteen (15) days to remedy. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 154
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3.5.1.2 Effect of Termination . If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this A greement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death resulting from any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents directly related the performance of the Consultant’s Services, the Project or this Agreement, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. Said indemnification, defense, and hold harmless actions shall be limited to the extent of liability assumed by Contractor under this Agreement. In no event shall either party be liable for any exemplary, punitive, incidental, special, indirect or consequential damages of any kind, including, without limitation, any loss of profits or revenue, loss of use of property or equipment and business interruption losses, regardless of the cause of such damages, including, wit hout limitation, any negligence (whether active, passive, sole, concurrent or gross), breach of duty (whether statutory, contractual or otherwise) or any other fault of either party or any other person or entity, and regardless of whether the claim is base d in contract, tort, strict liability or otherwise. Notwithstanding any contrary provision in this agreement, contractor’s liability for any and all claims arising out of or in connection with the agreement or the services shall not exceed, in the aggregat e, two times the fees actually paid by client to contractor within the twelve (12) months preceding the event giving rise to the claim under this agreement. Such limitation of liability shall apply even if the liability asserted is based on negligence (whe ther active, passive, sole, concurrent or gross), breach of duty (whether statutory, contractual or otherwise) or any other fault of contractor or any other person or entity, and regardless of whether the claim is based in contract, tort, strict liability or otherwise; provided, however, for the avoidance of doubt, that such limitation of liability shall not apply if the liability asserted is based on fraud or willful misconduct

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2 782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
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3.7 General Provisions.

3.7.1 Accounting Records . Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agree ment for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court , 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Sub contractor(s)”) unless approved by the City as set forth in Section 3.7 .2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required . Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties by email with delivery receipt, at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Witt O’Briens, LLC
818 Town & Country Blvd., Suite 200
Houston, TX 77024
ATTN: Director of Contracts
Phone: 281-606-4721
Alternate Phone: (202) 207-2935
[email protected] with a copy to
[email protected]

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City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Joseph Ramos, Emergency Manager
Such notice shall be deemed made when email delivery receipt is received, personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. 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.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establi sh where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition , Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying th e Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

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Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms o f this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Document s & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. Notwithstanding the foregoing, the City acknowledges, understands and agrees that Consultant will not be liable for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary ri ght of any person or entity due to any alternative use by City or a third party; redistribution for use other than the purpose for which it was created; or selling to a third party.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed c onfidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.5 Cooperation; Further Acts . The Parties shall fully cooperate with one 158
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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.

3.7.6 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.

3.7.7 Attorneys’ 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 recov er from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code cl aim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

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

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

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

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent s hall be void and without legal effect and shall constitute grounds for termination.

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of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

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

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

3.7.17 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.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other co nsideration contingent upon or resulting from the award or making of this Agr eement. Consultant further agrees to file, or shall cause its employees or subconsultants 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.

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

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
WITT O’BRIEN’S, LLC

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO WITT O’BRIEN’S, LLC

By:

Its:

Printed Name:

By:

Its:

Printed Name:

[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

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(BB&K 2017)

Exhibit “A”-1

EXHIBIT "A"

SCOPE OF SERVICES

162
Department: Police Department
Prepared By: Mary Salem
Staff Member Presenting:

Mike Lorenz, Chief of Police
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 8
SUBJECT:

A PROFESSIONAL SERVICES AGREEMENT WITH GANS AND PUGH ASSOCIATES, INC. FOR EQUIPMENT AND SOFTWARE SERVICES

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Maintain the Current High Level of Public Safety
Pursue City's Goals and Objectives by Working with Other Governmental Agencies FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Budget includes appropriations of $1,123,388 in the Department of Justice (DOJ) Asset Seizure Fund.

BACKGROUND & ANALYSIS:

The Ontario Police Department (OPD) is dedicated to enhancing operations with state-of-the-art equipment and software to reduce crime in the City with the goal to increase the organization’s ability to locate and apprehend oﬀenders in a less invasive manner.

The acquisition of equipment and software provided by Gans and Pugh Associates, Inc. will greatly impact the safety of our community members and our oﬃcers by improving the ability to locate and apprehend oﬀenders, as well as assisting in locating our most vulnerable during their time of need such as critical missing persons, kidnappings, or traﬃcked citizens. OPD will beneﬁt from this equipment and software both judicially and operationally. Because Ontario has relied on other police departments for assistance in priority cases and unfortunately, there have been situations where these agencies were unable to assist, it is imperative to have full access to this equipment and software to ensure the Police Department can better control the outcome of these situations.

In addition, OPD has strengthened relationships and enhanced uniformity with Fontana Police Department, Anaheim Police Department, San Bernardino County Sheriﬀ’s Department, Riverside County Sheriﬀ’s Department, Homeland Security Investigations, and United States Marshals Service while using this equipment and software. As a result, Staﬀ recommends the approval of a sole source agreement with Gans and Pugh Associates, Inc. for specialized equipment and software. 163
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PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
GANS & PUGH ASSOCIATES, INC.

1. PARTIES AND DATE.

This Agreement is made and entered as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764 ("City") and Gans & Pugh Associates, Inc., a Virginia Corporation with its principal place of business at 690 Center St., Ste 201, Herndon, VA 20170 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing equipment and software services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the FalcoNet Trigger Fish project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional equipment and software consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

TREASURER

SCOTT OCHOA

CITY MANAGER

PAUL S. LEON
MAYOR

DEBRA PORADA

MAYOR PRO TEM

ALAN D. WAPNER
JIM W. BOWMAN

RUBEN VALENCIA

COUNCIL MEMBERS
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3.1.2 Term. The term of this Agreement shall be from October 31, 2023, to October 31, 2024 unless earlier terminated as provided herein . The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than (2) additional one -year terms. Consultant 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 if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Million One Hundred Twenty Three Thousand Three Hundred Eighty- Eight ($1,123,388.00) without written approval of the City Council or City Manager , as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation . Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant.

The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses . Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control.

Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Con sultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due 165
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such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant 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.

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

3.3.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Josh Walker.

3.3.5 City's Representative . The City hereby designates Lt. Scott Payne , or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Josh Walker, Sales Representative, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her 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.

3.3.7 Coordination of Services . Consultant 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.

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the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant 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 Consultant's failure to comply with the standard of care provided for herein. Any employ ee of the Consultant or its sub consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, 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 Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non -performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non -performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 167
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3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws . Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant . Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment . Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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. Consultant 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.

3.3.10.4 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or reg ulations by Consultant, its sub consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy. 168
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3.3.11 Insurance. [See attached COI]

3.3.11.1 Time for Compliance . Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insuran ce required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements . Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability : (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with 169
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regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non - payment of premium.
(B) Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (C) Cyber Liability Insurance: with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.3.11.4 Primary and Non -Contributing Insurance . All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation . All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self -Insured Retentions . Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

BB&K (2023) -8- PROFESSIONAL SERVICES AGREEMENT

been submitted to the City for approval . The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers . Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel) .

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non -compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting . Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

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liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) 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.

3.3.11.12 Insurance for Subconsultants . Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Con sultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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3.4.4 Labor Certification. By its signature hereunder, Consultant 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 Worker's 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 Termination of Agreement.

3.5.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

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

3.6 Indemnification.

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or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.7 General Provisions.

3.7.1 Accounting Records . Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court , 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7 .2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required . Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices . All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Consultant: Gan & Pugh Associates, Inc.
690 Center Street, Ste 201
Herndon, VA 20170
ATTN: Alan Orbeta, President
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Records Management
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. 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.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
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3.7.4.3 Right to Use . City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non -appealable order by a court of competent jurisdiction requires that City release such information. 176
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3.7.5 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.

3.7.6 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.

3.7.7 Attorneys’ 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 recov er from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

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

3.7.10 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

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

3.7.12 Assignment or Transfer . Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, 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 177
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for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

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

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

3.7.17 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.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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3.8 Federal Provisions. When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A -1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
GANS & PUGH ASSOCIATES, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO GANS & PUGH ASSOCIATES, INC.

By: AAA

Its: President________________________
Printed Name Alan Orbeta_____________
By: DDD

Its: Administrator/Secretary
Printed Name: Christina DietzFFF

Approved By:

[Scott Ochoa]
[City Manager]
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

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EXHIBIT "A"

SCOPE OF SERVICES

181
Department: Public Works
Prepared By: Niles Boyer
Staff Member Presenting:

Tito Haes, Executive Director Public Works
Reviewed By: Bonnie Tam, Gina Gomez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 9
SUBJECT:

AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH COMMUNITY

WORKS DESIGN GROUP FOR ON-CALL ARCHITECTURAL DESIGN SERVICES FOR

THE SOUTH BON VIEW PARK FIELD LIGHTING DESIGN PROJECT

CITY OF ONTARIO
Agenda Report
February 20, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Budget includes appropriations in the Capital Projects-Measure Q Fund for the South Bon View Park Field Lighting Design Project. The recommended Amendment No. 5 will increase the contract amount by $49,745, funded by Measure Q, for a total not-to-exceed contract amount of $474,450.

BACKGROUND & ANALYSIS:

The proposed architectural design services include new ﬁeld lighting construction for the multi-purpose ﬁeld area located at South Bon View Park. The lighting design project will increase the park's availability for community sports users. The Community Works Design Group was selected from our on-call architectural design ﬁrms as the scope of work of this project is similar to that of the De Anza Park Improvement project.

In addition, the architectural design services include schematic design and design development of a proposed Space Plan, preparation of construction drawings, technical speciﬁcations, processing of drawings through the City Plan Check process and assistance during the construction administration phase, and normal structural, electrical, and mechanical engineering services. 182
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Ontario City CouncilFebruary 20, 2024

Ontario City Council
February 20, 2024