Agenda packet — Ontario City Council, May 7, 2024 (part 3 of 3)

BB&K 2020

AME
NDMENT NO. 1 TO THE MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
SOUTH COAST INDUSTRIAL DOOR, INC.

1. Pa
rties and Date.

Thi
s Amendment No. 1 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and South Coast Industrial Door, Inc., a (“CORPORATION”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Reci
tals.

2.1 Ag reement. T he City and Contractor have en tered into an agreement entitled “Maintenance Services Agreement” dated July 20,2021. (“Agreement”).

2.2 Am endment Purpose. T he City and Contractor desire to amend the A greement to exercise the first option year by extending the term to June 30,2025 and increase the compensation to $225,000 for a new total not-to-exceed contact amount of $850,000. If the City desires to exercise the second option year, the total not-to-exceed amount will be $1,075,000.

2.3 Am endment Authority. This Amendment No. 1 is authorized pursuant to Section

3.1.2, 3.7.19 of the Agreement.

3. Term
s.

3.1 Amendment . Se ction 3.1.2, 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:
"3.1.2 Term. The term of this Agreement shall be from Jul y 1, 2021 to June 30, 2025, 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 one (1 ) additional one-year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services." 422
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BB&K 2020

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 C ontinuing Effect of Agreement . Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 A dequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 S everability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 I ntegration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[
SIGNATURES ON FOLLOWING PAGE]
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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO MAINTENANCE SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND SOUTH COAST INDUSTRIAL DOOR, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 as of the day and year first above written.

CITY OF ONTARIO SOUTH COAST INDUSTRIAL DOOR,
INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

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

City Clerk
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BB&K 2020

Attachment A
Exhibit “C”
Compensation
Contract Not To Exceed $850,000.

Payment and Performance Bonds Required.
425
Department: Information Technology
Prepared By: Samantha Robles
Staff Member Presenting: Colin Fernandes,
Executive Director Information Technology
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 17
SUBJECT:

PURCHASE OF ADDITIONAL SOFTWARE LICENSES WITH WORKDAY, INC

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve and authorize the City Manager or his designee to execute the purchase of additional software licenses with Workday, Inc., of Pleasanton, California, for a total not-to-exceed $154,570.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Budget includes appropriations from the Information Technology Fund for software license with Workday, Inc. The proposed purchase of additional software licenses will be for one year in the amount not-to-exceed $154,570.

If approved,
appropriations will be included in future Annual Budgets to City Council for approval as needed.

BACKGROUND & ANALYSIS:

The City of Ontario has made strategic investments in modernizing its operations by adopting Workday software solutions. In May 2015, the City Council approved the purchase and implementation of the Citywide Human Resources (HR) and Payroll Software Solution using Workday's software as a service (SaaS) platform. On July 7, 2020, the City Council approved the purchase and implementation of the Citywide Financial Enterprise Resource Planning (ERP) System with Workday. This transition from legacy systems to Workday's comprehensive ERP solution streamlined ﬁnancial processes, improving accuracy, and enabling better decision-making through real-time insights. Prior to the implementation, the City’s ﬁnancial ERP system and HR/payroll were managed by Oracle PeopleSoft. Continuing this innovation trajectory, the City Council approved the purchase and implementation of Workday’s timekeeping and absence module on August 17, 2021, replacing the Kronos timekeeping system. The original agreements include setup, implementation, program deployment, user training, licensing, and maintenance.

Utilizing Workday, Inc. for our citywide ERP system, which integrates Accounting, Accounts Payable, Purchasing, as well as Payroll, Human Capital Management (HCM), timekeeping and absence module, and a centralized cashiering system, has proven instrumental in driving eﬃciency and modernizing our operations.
426
The decision to adopt Workday's cloud-based SaaS platform stemmed from its state-of-the-art capabilities and the potential to leverage cloud infrastructure for enhanced scalability and reliability. Implementing Workday's comprehensive suite of solutions enables us to optimize business processes, streamline workflows, and deliver enhanced services to our constituents.

Our collaboration with Workday signiﬁes a commitment to embracing innovative technologies that empower our workforce and elevate service delivery. Workday remains a strategic ally in our pursuit of operational excellence and sustained success within the City as we evolve and grow.

The proposed order form for Workday licenses represents an opportunity for the City to facilitate growth and expansion. By acquiring more licenses for new users, the City can eﬀectively accommodate its evolving workforce needs and organizational growth. This will ensure that the City remains well-equipped to support and empower its employees with modern, user-friendly tools and resources. Investing in additional licenses aligns with our commitment to operational excellence and reﬂects our vision for continued growth and success within the City. Staﬀ requests City Council approval for a not-to-exceed amount of $154,570 for additional software licenses.

427
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Department: Public Works
Prepared By: Manuel Rebolledo
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: 18
SUBJECT:

AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH WESTERN

ALLIED CORPORATION FOR ON-CALL HEATING, VENTILATION, AND AIR

CONDITIONING (HVAC) MAINTENANCE AND REPAIR SERVICES

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager or his designee to execute Amendment No. 2 exercising the optional two (2) one-year extensions to the Maintenance Services Agreement with Western Allied Corporation, of Santa Fe Springs, California, for on-call heating, ventilation and air conditioning (HVAC) maintenance and repair services in the amount of $600,000, for a total not-to-exceed contract amount of $2,160,000 for the ﬁrst option year. If the City desires to exercise the second option year, the total not-to-exceed contract amount will be $2,760,000.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The recommended Amendment increases the total authorized contract amount to $2,160,000 over a four-year term. If the City desires to exercise the second option year for on-call HVAC maintenance and repair services, the total not-to-exceed contract amount will be $2,760,000 over a ﬁve-year term. If approved, appropriations will be included in future Annual Budgets to City Council for approval as needed for on-call HVAC maintenance and repair services.

BACKGROUND & ANALYSIS:

In June 2021, the City Council awarded Bid No. 1428 to Western Allied Corporation. Since then, Western Allied Corporation has met or exceeded the expectations of the Facilities Department for on-call HVAC maintenance and repair services. The On-Call Agreement will provide for regularly scheduled preventive maintenance services and urgent repairs of HVAC with manufacturer’s warranties and speciﬁcations at all City-operated facilities. Staﬀ recommends extending the term and increasing the total authorized contract amount to ensure the Facilities Department can continue to maintain and service the City’s facilities' climate control equipment quickly and keep them operational.

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BB&K 2020

AME
NDMENT NO. 2 TO THE MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

WESTERN ALLIED CORPORATION

1. Parties and Date.

Thi
s Amendment No. 2 to the Agreement (as defined herein) is made and entered as of ____________, by and bet ween the City of Ontario (“City”) and Western Allied Corporation , a (“CORPORATION”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Reci
tals.

2.1 Ag reement. T he City and Contractor have enter ed into a n agreement entitled “Maintenance Services Agreement” dated June 15, 2021. (“Agreement”).

2.2 Am endment Purpose. T he City and Contractor desire to amend the A greement to exercise the first option year by extending the term to June 30,2025 and increase the compensation amount by $600,000 for a new total not -to-exceed contact amount of $2,160,000. If the City desires to exercise the second option year, the total not-to-exceed amount will be $2,760,000.

2.3 Am endment Authority. This Amendment No. 2 is a uthorized pursuant to Section

3.1.2, 3.7.19 of the Agreement.

3. Terms
.

3.1 Amendment . Se ction 3.1.2 and 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:
"3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2025, 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 one (1 ) additional one-year terms. Contractor shall complete the Servi ces 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." 431
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BB&K 2020

“3.2.1 Compensation. Contra ctor shal l 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 Mil lion One Hundred Sixty Thousand Dollars ($2,160,000) without written approval of City’s Manager. If the City desires to exercise the second option year, the total not -to-exceed amount will be Two Million Seven Hundred Sixty Thousand Dollars ($2,760,000). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.” Exhibit C is hereby deleted in its entirety and replaced with Attachment A attached hereto and incorporated herein by reference.

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date o f this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceab le by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.

[SIGNATURES ON FOLLOWING PAGE]

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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 2 TO MAINTENANCE SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO

AND WESTERN ALLIED CORPORATION

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 2 as of the day and year first above written.

CITY OF ONTARIO WESTERN ALLIED CORPORATION
By:

Its:

Printed Name:

By:

Its:

Printed Name:

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 2020

ATTACHMENT “A”

COMPENSATION
Option Year 1: FY 2024 – 25 In the amount of $600,000 for an agreement total not-to-exceed amount of $2,160,000
Option Year 2: FY 2025 – 26 In the amount of $600,000 for an agreement total not-to-exceed amount of $2,760,000
434
Department: Utilities
Prepared By: Courtney Jones
Staff Member Presenting: Scott Burton, Utilities
General Manager
Reviewed By: Dennice Raygoza, Albert G
Gastelum, Michael Sigsbee
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 19
SUBJECT:

A WATER PURCHASE AND STORAGE LETTER AGREEMENT BETWEEN THE CITY OF

ONTARIO AND WESTERN MUNICIPAL WATER DISTRICT

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve and authorize the City Manager or designee to execute a Water Purchase and Storage Letter Agreement with Western Municipal Water District (Western Water), located in Riverside, California, for the sale of 3,000 acre-feet of existing groundwater in the Chino Basin in the amount of $2,331,000.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Pursue City's Goals and Objectives by Working with Other Governmental Agencies FISCAL IMPACT:

The recommended Agreement would generate $2,331,000 in revenue for the Water Operating Fund. There is no fiscal impact to the General Fund.

BACKGROUND & ANALYSIS:

The proposed Water Purchase and Storage Letter Agreement with Western Water,
a neighboring water retailer,

presents a mutually beneﬁcial opportunity. Under
this Agreement, the City will sell 3,000 acre-feet of stored groundwater, will continue to hold the groundwater in the City’s storage account on behalf of Western Water, and will bring in additional revenues to the Water Fund.

In 1978, the Chino Basin Judgment (Judgment) established regulations for managing the Chino Groundwater Basin (Chino Basin). This includes granting water retailers, such as the City of Ontario, annual groundwater production rights. The Judgment also permits for the accumulation of under- utilized groundwater rights as stored groundwater reserves. Over the decades, the City diligently built up these groundwater reserves to ensure a reliable water supply for its growing community.

Through strategic agreements and careful management, the City amassed a substantial groundwater reserve of approximately 123,000 acre-feet in the Chino Basin. This was accomplished through both unproduced groundwater entitlement and collaborative eﬀorts with neighboring agencies. This has enabled the City to not only meet its current water needs but also prepare for 435
future demands.

In Fiscal Year 2022-23, the City's annual groundwater production right amounted to 29,400 acre- feet. After meeting its production needs, the excess entitlement of 8,400 acre-feet was designated as stored groundwater reserves. The City's plans for these groundwater reserves include sustaining its growth, fulfilling regional replenishment obligations, and considering potential water sales.

Discussions with Western Water highlighted an opportunity for the proposed sale of 3,000 acre-feet
of stored groundwater
.

After an assessment of anticipated water needs, it was determined that the sale would not compromise the City's ability to meet its future needs.

This collaboration not only provides ﬁnancial beneﬁts to the City but also fosters regional cooperation in water resource management. By leveraging its surplus reserves, the City reinforces its commitment to sustainable water stewardship while meeting the evolving needs of its residents and partners.
436
437
438
Department: Recreation & Community Services
Prepared By: Danielle Guevara
Staff Member Presenting: Nicholas S. Gonzalez,
Recreation & Community Services Director
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 19
SUBJECT:

PROCLAMATION OF MAY 18, 2024 AS KIDS TO PARKS DAY

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council proclaim May 18, 2024 as Kids to Parks Day in the City of Ontario.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT:

There is no direct fiscal impact associated with the approval of this report.

BACKGROUND & ANALYSIS:

Kids to Parks Day is a national day of outdoor play celebrated annually on the third Saturday of May in partnership with the National Park Trust. The National Park Trust is a 501(c) 3 non-proﬁt organization with a mission to "preserve parks today and create park stewards for tomorrow." This year marks the 14th anniversary of Kids to Parks Day. The day empowers kids and encourages families to get outdoors and visit local parks, public lands, and waters. The goal is to broaden children's appreciation for nature and the outdoors.

In Ontario, the Recreation & Community Services Department will celebrate Kids to Parks Day by providing specialized programming at six park locations. These programs provide a great opportunity for Ontario residents to get outside and create fun family experiences. Residents are encouraged to visit multiple park locations throughout the City to learn about the City's park system and enjoy park amenities and services. The following parks will have specialized programming in celebration of Kids to Parks Day on Saturday, May 18, 2024:

Celebration Park North: Located at 4980 South Celebration Avenue, activities will be held from 9AM - 11AM
Vineyard Park: Located at 1400 East Sixth Street, activities will be held from 10AM - 12PM Veterans Memorial Park: Located at 1257 East D Street, activities will be held from 11AM – 1PM
Anthony Munoz Hall of Fame Park: Located at 1240 West Fourth Street, activities will be held from 12PM - 2PM
439
Ontario Town Square: Located at 224 North Euclid Avenue, activities will be held from 1PM - 3PM
Bon View Park: Located at 1010 South Bon View Avenue, activities will be held from 2PM - 4PM

Participants are encouraged to visit each park location to receive a specialized giveaway. Residents can ﬁnd more information about this event and all other programs, classes, and activities by following the Recreation & Community Services Department on social media or by visiting www.OntarioCA.gov/Recreation.
440
PROCLAIMING MAY 18, 2024 AS

KIDS TO PARKS DAY IN THE CITY OF ONTARIO
WHEREAS, May 18, 2024, is the fourteenth Kids to Parks Day organized and launched by the National Park Trust held annually on the third Saturday of May; and WHEREAS, Kids to Parks Day empowers kids and encourages families to get outdoors and visit local parks, public lands, and waters; and WHEREAS, we should encourage children to lead a more active lifestyle to combat issues of childhood obesity, diabetes, hypertension, and hypercholesterolemia; and
WHEREAS, Kids to Parks Day will broaden children's appreciation for nature and outdoors; and
WHEREAS, Kids to Parks Day will recognize the importance of recreating responsibly while enjoying the benefits of the outdoors; and WHEREAS, parks and recreation programs are an integral part of communities throughout this country, including the City of Ontario, California; and WHEREAS, the City of Ontario, California recognizes the benefits derived from parks and recreation resources for the children in Ontario.

NOW THEREFORE, BE IT RESOLVED BY THE ONTARIO CITY COUNCIL that May 18, 2024 is recognized as Kids to Parks Day in the City of Ontario, California. 441
Department: Engineering
Prepared By: Craig Cruz
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 21
SUBJECT:

A PUBLIC HEARING TO CONSIDER ADOPTION OF A RESOLUTION TO DESIGNATE

PORTIONS OF D STREET, PLUM AVENUE, CHERRY AVENUE AND SULTANA

AVENUE AS A RESIDENTIAL PERMIT PARKING ZONE

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

PUBLIC HEARING

RECOMMENDATION:

That the City Council conduct a Public Hearing and adopt a Resolution to designate portions of D Street, Plum Avenue, Cherry Avenue, and Sultana Avenue as a residential permit parking zone for the benefit of adjacent residences.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

The Fiscal Year 2023-24 Adopted Budget includes appropriations within General Fund for nominal administrative costs related to signage production and installation.

BACKGROUND & ANALYSIS:

During the past year, many changes have been introduced to Downtown Ontario. These enhancements to Downtown are several years in the making; coordinated eﬀorts by the City done in conjunction with work by private developers. These changes include: The "C" Block (the east side of Euclid Avenue between C Street and D Street) which is under construction with 145 residential units and 6,000 square feet of retail space. A new Fire Station under construction at the southwest corner of D Street and Sultana Avenue. The University of La Verne's expansion of their downtown presence, with the introduction of the School of Health to their campus. Entitlements that have been approved for the "D" Block (east side of Euclid Avenue between D Street and E Street for 109 units and 4,500 square feet of retail space). Development Plans being discussed for the "A" Block (northeast corner of Euclid Avenue and Holt Boulevard). A new parking structure that is approved and ready for permitting on the former University of La Verne and City of Ontario employee parking areas.

These projects are opportunities to infuse additional vibrancy into Downtown Ontario by bringing new businesses and residents into the area; thus, contributing to an 18-hour day Downtown district. As part of this path of progress, many issues require coordination between the construction, daytime and work activities, as well as with residents, students and patrons of the Downtown. Communication and public noticing have been important components of this coordination. City Staﬀ has reached out to the University of La Verne students and faculty, City employees, local businesses, and residents to communicate the plans for the area and identify parking areas available for use during this construction 442
period.

During this period of time, the City has identiﬁed a number of vehicles that park for extended periods in and around City Hall, with vehicles stationary for days at a time. Staﬀ has also observed an increase in trash being thrown out of vehicles onto the street parkways. To try and encourage the turnover of vehicles within Downtown and reduce the negative impacts of the extended parking, the City has posted and begun enforcement of one, two, and four-hour parking areas. Initially, the implementation of these areas was done through courtesy notices, and noticing, but the City has since moved to enforcement through ticketing of non-compliant vehicles.

While many have adjusted and are adhering to the new parking provisions, residents in the neighborhood near D Street and Sultana Avenue contacted City Staﬀ with concerns regarding non-resident vehicles parking within their neighborhood. Residents have stated that they have diﬃculty ﬁnding parking in neighborhoods and have observed litter in the parkway adjacent to non-resident vehicles. Because of the safety and quality of life concerns, Staﬀ evaluated the proposed permit parking zone and observed most of the non-resident vehicles parking in the neighborhood coming from non-residents, most notably from the University of La Verne. Municipal Code Section 4-6.1305 states that permit parking zones can be considered if the vehicles causing on-street parking concerns are non-resident vehicles.

On April 16, 2024, the City Council, at its regular meeting, adopted Resolution No. 2024-021 declaring the City's intent to designate portions of D Street, Plum Avenue, Cherry Avenue, and Sultana Avenue as a residential permit parking zone for the beneﬁt of adjacent residences and to setting the date, time, and place for this public hearing. Appropriate notice of intention to designate a residential permit parking zone has been posted. Additionally, an announcement of this Public Hearing was published in the Inland Valley Daily Bulletin prior to this meeting and the full text of said adopted Resolution has been made available in the Records Management Department.

City Staﬀ notiﬁed residents in the vicinity of the proposed permit parking area. Exhibit "A" illustrates the notification area and the proposed permit area.

The Resolution, if adopted, would authorize the installation of parking district signs allowing exclusive parking for the residents of D Street, Plum Avenue, Cherry Avenue, and Sultana Avenue. Permits will be issued at City Hall for up to 3 vehicles registered to the owners with an authorized address. The permits will be in the form of a placard, and they will be free of charge. A photo identiﬁcation with the address and a document such as a utility bill will be required for proof of residency.

Signage will be properly placed in the neighborhoods that will deﬁne the limits and restrictions of the parking permit zones. Prior to the installation and enforcement of the permit zones, City Staﬀ will continue to work with residents and the University of La Verne on the transition to residential permit parking. Once City Staﬀ has determined that a general consensus with the neighborhood is achieved, implementation of this program will proceed. Implementation is expected to begin in Summer 2024. 443
444
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ONTARIO, CALIFORNIA, ORDERING THE DESIGNATION

OF PORTIONS OF D STREET, PLUM AVENUE, CHERRY

AVENUE, AND SULTANA AVENUE AS A RESIDENTIAL
PERMIT PARKING ZONE.

WHEREAS, the City Council of the City of Ontario, California, did on the 16 th day of April 2024 adopt a Resolution of Intent, entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ONTARIO, CALIFORNIA, PERTAINING TO DESIGNATING

PORTIONS OF D STREET, PLUM AVENUE, CHERRY

AVENUE, AND SULTANA AVENUE AS A RESIDENTIAL

PERMIT PARKING ZONE AND TO SET THE DATE, TIME,
AND PLACE FOR A PUBLIC HEARING.

WHEREAS, notice of the date, time, and place of hearing any and all persons interested in, or objecting to, the proposed permit parking zone has been published and posted in the manner prescribed by law; and
WHEREAS, a hearing on the proposed designation was duly and regularly held by said City Council at the time and place specified in said Resolution of Intention, and the said Council has determined that said locations, as described in said Resolution of Intention, are qualified for a permit parking zone; and WHEREAS, the City Council found:

1. That such zone is necessary to provide reasonably available and convenient parking for the benefit of the adjacent residences;

2. That the proposed zone is desirable to encourage the use of carpooling;

3. That the proposed zone is desirable to enhance or protect the quality of life in the area of the proposed zone;

4. That the proposed zone will tend to encourage nonresident vehicles to park in off-street parking facilities; and
WHEREAS, the City Council considered:

1. Whether nonresident vehicles do or may substantially and regularly interfere with the use by or for the benefit of adjacent residences of a majority of available public street parking spaces in the proposed permit parking zone, and whether such interference occurs at regular and significant intervals;

2. Whether nonresident vehicles driven or parked in the proposed permit parking zone are a source of unreasonable litter, noise, traffic hazards, environmental pollution, or devaluation of real property in the area of the proposed permit parking zone;

3. Whether the occupants of adjacent residences in the proposed permit parking zone desire its establishment;
445

4. Whether a shortage of residential-related parking spaces exists in the area of the proposed permit parking zone;

5. Whether an alternative solution is feasible or practical; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

SECTION 1. That pursuant to Section 4-6.1305 of the City of Ontario Municipal Code, the following locations are established as a permit parking zone: (see Exhibit “A”) SECTION 2. That the City Clerk of the City of Ontario, California, shall cause a copy of this Resolution to be recorded in the office of the County Recorder of San Bernardino, California.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
446
PASSED, APPROVED, AND ADOPTED this 7th day of May 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO LEGAL FORM:
_______________________________

BEST BEST & KRIEGER, LLP

CITY ATTORNEY
447

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2024- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held May 7, 2024 by the following roll call vote, to wit:

AYES: MAYOR/COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2024- duly passed and adopted by the Ontario City Council at their regular meeting held May 7, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
448
449
Department: Financial Services
Prepared By: Jennifer Schaefer
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Doreen Nunes
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 22
SUBJECT:

RESOLUTIONS AUTHORIZING A LOAN AGREEMENT, A PURCHASE AND SALE

AGREEMENT FOR LAND PARCELS AND OTHER RELATED DOCUMENTS BETWEEN

THE CITY OF ONTARIO AND THE ONTARIO INDUSTRIAL DEVELOPMENT

AUTHORITY

CITY OF ONTARIO
Agenda Report
May
7, 2024
SECTION:

ADMINISTRATIVE

REPORTS/DISCUSSION/ACTION

RECOMMENDATION:

That the City Council and Ontario Industrial Development Authority take the following actions:

A
.

Consider and adopt a Resolution authorizing the execution and delivery of a loan agreement, a purchase and sale agreement for land parcels and other related documents in connection with providing a loan on behalf of the City's investing funds to the Ontario Industrial Development Authority for the purpose of releasing restrictive covenants imposed by the United States Federal Aviation Administration on certain properties owned by the City and to be purchased by the Authority.

B
.

That the Board of Directors of the Ontario Industrial Development Authority consider and adopt a Resolution authorizing the execution and delivery of a loan agreement, a purchase and sale agreement for land parcels and other related documents in connection with borrowing money from the lending funds of the City for the acquisition of real property from the City for the purpose of releasing restrictive covenants imposed by the United States Federal Aviation Administration on certain properties owned by the City and to be purchased by the Authority.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
FISCAL IMPACT:

The City will issue a loan to the Ontario Industrial Development Authority in an amount not-to-exceed $55,000,000 with an annual interest rate of 4.30%. The loan will be funded from the available fund balance of the City's Internal Service Funds and will be repaid upon the sale of the properties. The expenditure and revenue budget will be included in the next quarterly budget update for Fiscal Year 2023-24.

450
BACKGROUND & ANALYSIS:

Between 1994 to 2011, the City of Ontario used Airport Improvement Program (AIP) funds to acquire a number of residential properties that were adversely impacted by noise from operations at Ontario International Airport (ONT). Some of that property was acquired with grants given to the Los Angeles World Airports (LAWA), the former sponsor of ONT, and some of that property was acquired with AIP grants made directly to the City, as a non-sponsor. All of the acquisitions were part of the Ontario International Airport Part 150 Noise Compatibility Program, also known as the "Quiet Home Program." The City has previously disposed of some of the property for redevelopment with compatible land uses but retains 226 parcels as noise land, which are referred to collectively as the "Properties." None of the Properties are owned by the Ontario International Airport Authority (OIAA).

The City intends to sell the Properties to the Ontario Industrial Development Authority ("Authority").

To accomplish the sale and transfer of the Properties, there is presented a Purchase and Sale Agreement whereby the Authority will purchase the described Properties from the City. In connection with the sale of the Properties, the City will require the Authority to execute a Grant Deed with Covenants, Conditions, Restrictions and Reservation of Certain Rights and Easements in the form the City has used in prior disposals to ensure that future development of the Properties is compatible with ONT operations.

As required by 49 U.S.C. § 47107(c)(2)(A)(1), the City will convey the Properties to the Authority at fair market value as determined by an independent appraisal applying the appraisal principles.

Some of the Properties were acquired with AIP grants to LAWA with local match funds provided by LAWA. 49 U.S.C. § 47107(c)(4) speciﬁes that the Secretary shall give priority to reinvesting disposal proceeds in eligible projects by the airport sponsor. Because the OIAA is the successor to LAWA, the City will transfer the full 2024 appraised value of those properties to OIAA upon closing, pursuant to Sponsor Assurance 31, to allow OIAA to reinvest the proceeds in an eligible project. The City will provide a table identifying which of the Properties were purchased with AIP grants to LAWA, together with the 2024 appraised value of each property, when it disburses the sale proceeds.

Some of the Properties were acquired with AIP grants to the City with local match funds provided by LAWA. Non-Sponsor Assurance 20 provides that the federal portion of the disposal proceeds will be paid to the Secretary for deposit in the Trust Fund or reinvested in an approved noise compatibility project. The actual grant agreement contains slightly diﬀerent language and requires that such proceeds shall be refunded to the AIP Trust Fund or reinvested in an approved project pursuant to Federal Aviation Administration (FAA) instructions. Because the language of these two documents provides ambiguous and somewhat conﬂicting instructions, the City will transfer 80% of the 2024 appraised value of those Properties to OIAA with direction that it should await further instruction from the FAA as to the use of the funds for an approved project.

The remaining 20% of the sale price of the Properties that were acquired with grants to the City was paid by LAWA. Therefore, the City will reimburse 20% of the 2024 appraised value of those Properties to OIAA, as successor to LAWA.

The City expects to close the disposal transaction by June 4, 2024, at which time it will disburse the 451
disposal proceeds as discussed above unless the FAA directs otherwise.

In order to make the loan to the Authority, the City will use the Internal Service Funds, Pension Beneﬁts Fund (the "Purchasing Fund") to make the Loan under a Loan Agreement, as the making of the Loan by the Purchasing Fund will constitute an investment of such fund, in that the investment will be the purchase of an obligation of a local agency as described in Section 53601(a) of the California Government Code, and the City Council will need to ﬁnd that the obligation is for a term of less than 5 years, and the purchase of the obligation will not interfere with the cash flow needs of the Purchasing Fund for the term of the investment. With respect to the City's prudent investment requirement, the Authority ensures that it fully intends to honor the covenants and obligations under the Loan Agreement. Additionally, the City will need to determine that the Loan is an activity which is appropriate for investment of the Purchasing Fund and that payment under the Loan Agreement herein described shall be made from said fund, and that the Loan is an appropriate exercise of the powers of the Authority.

The loan to the Authority will be repaid to the lending funds upon the sale of the Properties. 452
RESOLUTION NO. ________

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

CALIFORNIA, AUTHORIZING EXECUTION AND DELIVERY OF A LOAN

AGREEMENT, A PURCHASE AND SALE AGREEMENT FOR LAND

PARCELS AND OTHER RELATED DOCUMENTS IN CONNECTION

WITH PROVIDING A LOAN ON BEHALF OF ITS INVESTING FUNDS

WITH THE ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY, THE

SALE OF REAL PROPERTY AND CERTAIN OTHER ACTIONS

RELATING THERETO
WHEREAS, Between 1994 to 2011, the City of Ontario (the “City”) used Airport Improvement Program (“AIP”) funds to acquire a number of residential properties that were adversely impacted by noise from operations at Ontario International Airport (“OIA”).

Some of that property was acquired with grants given to Los Angeles World Airports (“LAWA”), the former sponsor of OIA, and some of that property was acquired with AIP grants made directly to the City, as a non-sponsor. All of the acquisitions were part of the Ontario International Airport Part 150 Noise Compatibility Program, also known as the “Quiet Home Program.” The City has previously disposed of some of the property for redevelopment with compatible land uses but retains 226 parcels as noise land, which are referred to collectively as the “Properties;” and
WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”) hereby determines that it is in the best interests of the City to increase the supply of industrial and commercial properties (the “Project”), by providing financing to the Ontario Industrial Development Authority (the “Authority”) for the release of restrictive covenants imposed by the United States Federal Aviation Administration on the Properties under the terms of a Loan Agreement (the “Loan Agreement”) by and between the City, on behalf of its City Pension Benefits Fund (the “Purchasing Fund”); and WHEREAS, the City, in order to accomplish the Project, wishes to enter into the Loan Agreement, hereinafter more particularly described, and that certain other action be taken and authorized, and that the payments thereunder will be made to the Purchasing Fund with any excess going to the general fund of the City; and WHEREAS, the City has determined that the unallocated reserves of the Purchasing Fund may be used to make the Loan under the Loan Agreement, as the making of the Loan by the Purchasing Fund will constitute an investment of such fund, in that the investment will be the purchase of an obligation of a local agency as described in Section 53601(a) of the California Government Code, the obligation is for a term of less than 5 years, and the purchase of the obligation will not interfere with the cash flow needs of the Purchasing Fund for the term of the investment; and WHEREAS, the City has determined that the Project is an activity which is appropriate for investment of the Purchasing Fund and that payment under the Loan 453
Agreement herein described shall be made from said fund, and that the Project is an appropriate exercise of the powers of the Authority; and WHEREAS, to accomplish the sale and transfer of the Properties, there is presented a Purchase and Sale Agreement whereby the Authority will purchase the described Properties from the City; and
WHEREAS, as part of its purpose to reuse the Properties, a portion of the funds transferred under the Loan Agreement will be transferred to the Ontario International Airport Authority (OIAA) for the purpose of assembling additional parcels; and WHEREAS, this City Council has determined that the financing terms presented by the Purchasing Fund are acceptable and that it is in the best interest of the City that the financing terms presented by the Purchasing Fund be accepted.

NOW, THEREFORE, THE CITY DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS:

SECTION 1. Approval of Financing. The City hereby approves the Project subject to the terms and conditions of this Resolution.

SECTION 2. Approval of Financing Documents. The City Council hereby approves the Loan Agreement and Promissory Note attached thereto in the respective forms on file with the City Clerk, together with such additions thereto and changes therein as Special Counsel shall deem necessary, desirable, or appropriate, the execution of which by the Mayor, City Manager or Executive Director of Finance shall be conclusive evidence of the approval of any such additions and changes. The Mayor, the City Manager, or the Executive Director of Finance are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to the final form of each of the foregoing documents and agreements for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of each of the foregoing documents and agreements.

SECTION 3. Financing Terms; Investment. The financing terms presented by the Purchasing Fund are approved as follows: maximum principal amount of financing is $55,000,000.00; the interest rate with respect to the financing is 4.30% and maximum term for the financing is 5 years.

SECTION 4 Purchase and Sale Agreement. The transfer of Properties to the Authority under the terms of the Purchase and Sale Agreement in the form on file with the City Clerk, together with such additions thereto and changes therein as the City Attorney shall deem necessary, desirable, or appropriate, the execution of which by the Mayor, City Manager or Executive Director of Finance shall be conclusive evidence of the approval of any such additions and changes. The Mayor, the City Manager, or the Executive Director of Finance are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to the final form of each of the foregoing 454
documents and agreements for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the foregoing document.

SECTION 5. Other Acts. The City Manager, the Executive Director of Finance and the other officers and staff members of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and Special Counsel they may deem necessary or advisable in order to consummate the Project, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed.

SECTION 6. Effective Date. This Resolution shall take effect upon adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 7th day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
455

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
456
RESOLUTION NO. _________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ONTARIO

INDUSTRIAL DEVELOPMENT AUTHORITY, OF THE CITY OF ONTARIO,

CALIFORNIA, AUTHORIZING EXECUTION AND DELIVERY OF A LOAN

AGREEMENT, A PURCHASE AND SALE AGREEMENT FOR LAND

PARCELS AND OTHER RELATED DOCUMENTS IN CONNECTION

WITH THE ACQUISITION OF REAL PROPERTY FROM THE CITY AND

CERTAIN OTHER ACTIONS RELATING THERETO
WHEREAS, Between 1994 to 2011, the City of Ontario (the “City”) used Airport Improvement Program (“AIP”) funds to acquire a number of residential properties that were adversely impacted by noise from operations at Ontario International Airport (“OIA”).

Some of that property was acquired with grants given to Los Angeles World Airports (“LAWA”), the former sponsor of OIA, and some of that property was acquired with AIP grants made directly to the City, as a non-sponsor. All of the acquisitions were part of the Ontario International Airport Part 150 Noise Compatibility Program, also known as the “Quiet Home Program.” The City has previously disposed of some of the property for redevelopment with compatible land uses but retains 226 parcels as noise land, which are referred to collectively as the “Properties”; and
WHEREAS, the Board of Directors (the “Board”) of the Ontario Industrial Development Authority (the “Authority”) hereby determines that it is in the best interests of the City to acquire certain properties for assembly and disposition to increase the availability of industrial and commercial businesses in the City (the “Project”), for the release of restrictive covenants imposed by the United States Federal Aviation Administration on the Properties to be purchased by the Authority under the terms of a Loan Agreement (the “Loan Agreement”) by and between the City, on behalf of its City Pension Benefits Fund (the “Purchasing Fund”); and
WHEREAS, the Authority, in order to accomplish the Project, wishes to enter into a Loan Agreement, between the City, on behalf of its Purchasing Fund, and the Authority, hereinafter more particularly described, and that certain other action be taken and authorized and that Loan Agreement ; and
WHEREAS, to accomplish the sale and transfer of the Properties, there is presented a Purchase and Sale Agreement whereby the Authority will purchase the described properties of the Project from the City; and
WHEREAS, as part of its purpose to reuse the Properties, a portion of the funds transferred under the Loan Agreement will be transferred to the Ontario International Airport Authority (OIAA) for the purpose of assembling additional parcels; and WHEREAS, this Board has determined that the financing terms presented to the Authority by the Purchasing Fund are acceptable and that it is in the best interest of the Authority that the financing terms presented by the Purchasing Funds be accepted. 457

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ONTARIO

INDUSTRIAL DEVELOPMENT AUTHORITY DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS:

SECTION 1. Approval of Financing. The Board hereby approves the financing of the Project subject to the terms and conditions of this Resolution.

SECTION 2. Approval of Financing Documents. The Board hereby approves the Loan Agreement and Promissory Note attached thereto in the respective forms on file with the Secretary, together with such additions thereto and changes therein as Special Counsel shall deem necessary, desirable, or appropriate, the execution of which by the Executive Director or Chief Financial Officer shall be conclusive evidence of the approval of any such additions and changes. The President, the Executive Director, of the Chief Financial Officer are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of each of the foregoing documents and agreements.

SECTION 3. Financing Terms. The financing terms presented to the Authority by the Purchasing Funds are approved as follows: maximum principal amount of financing is $55,000,000.00; maximum interest rate with respect to the financing is 4.30% and maximum term for the financing is 5 years.

SECTION 4. Purchase and Sale Agreement. The transfer of Properties to the Authority under the terms of the Purchase and Sale Agreement in the form on file with the Board Secretary, together with such additions thereto and changes therein as the Authority Counsel shall deem necessary, desirable, or appropriate, the execution of which by the President, Executive Director or Chief Financial Officer shall be conclusive evidence of the approval of any such additions and changes. The President, Executive Director or Chief Financial Officer are hereby authorized and directed to execute, and the Board Secretary is hereby authorized and directed to attest to the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the foregoing document.

SECTION 5. Other Acts. The Executive Director and the Chief Financial Officer and the other officers and staff members of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and Special Counsel they may deem necessary or advisable in order to consummate the Project, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed.

SECTION 6. Effective Date. This Resolution shall take effect upon adoption.

The Secretary of the Ontario Industrial Development Authority shall certify as to the adoption of this Resolution.
458
PASSED, APPROVED AND ADOPTED this 7th day of May, 2024
_____________________________________
PAUL S. LEON, PRESIDENT
ATTEST:
____________________________________

SHEILA MAUTZ, SECRETARY
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
459

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, Secretary of the Ontario Industrial Development Authority, DO HEREBY CERTIFY that foregoing Resolution No. 2024- was duly adopted by the Board of Directors of said Authority and was approved by the President of said Authority at a regular meeting of said Board held May 7, 2024 by the following roll call vote, to wit:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:
____________________________________

SHEILA MAUTZ, SECRETARY
(SEAL)
The foregoing is the original of Resolution No. 2024- duly passed and adopted by the Ontario Industrial Development Authority at their regular board meeting held May 7, 2024. _____________________________________

SHEILA MAUTZ, SECRETARY
(SEAL)
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46700.50042\42114532.2

________________________________________________________________________

LOAN AGREEMENT
(Airport Parcels)

Dated as of May ____, 2024

between

CITY OF ONTARIO, on behalf of its Lending Funds
a municipal corporation

and

ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY,
a California industrial development authority

________________________________________________________________________

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46700.50042\42114532.2

1 LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is dated as of May ____, 2024, by and between the CITY OF ONTARIO, on behalf of its Lending Funds, a municipal corporation (“City”), and the ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY, a California industrial development authority (“Authority”). Authority and City are sometimes referred to in this Agreement individually as “Party” and collectively as “Parties.”

RECITALS
This Agreement is entered into with reference to the following recitals of fact (“Recitals”) that Authority and City believe to be true, as of the date each Party executes this Agreement:

A. Pursuant to California Industrial Development Financing Act (the “IDA Act”) being Government Code Section 91520 et seq., the Authority is engaged in activities necessary to stimulate economic growth within the City.

B. The Authority wishes to acquire several parcels owned and maintained by the City and subject to use restriction under the provisions of several grants received from the Federal Aviation Administration of the United States of America. Such parcels are listed in Exhibit B attached hereto and referred to herein as the “Property.” D. The Authority is in the process of acquiring the Property and has sought financial assistance from the City in the form of a loan from the City in the amount not to exceed Fifty-Five Million Dollars ($55,000,000.00) in order to facilitate the Authority’s acquisition of the Property.

E. Pursuant to the IDA Act the Authority may borrow money or accept financial or other assistance from public agencies in connection with its purposes.

F. The City desires to assist the Authority with financing of the Authority’s redevelopment projects.

G. The City and the Authority desire to enter into this Agreement in order for the City to provide financial assistance to the Authority in the form of a loan not to exceed Fifty-Five Million Dollars ($55,000,000.00)pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Authority and the City, the Parties agree as follows:

ARTICLE I

EFFECTIVE DATE.

Section 1.1 Effective Date of Agreement. This Agreement is dated May ____, 2024 for reference purposes only. This Agreement shall not become legally effective or binding until the date on which all of the following are true ("Effective Date"):
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46700.50042\42114532.2

2 1.1.1 This Agreement is executed by the authorized representative of the Authority and delivered to the City; and

1.1.2 This Agreement is executed by the authorized representative of the City and delivered to the Authority.

ARTICLE II

TERMS REGARDING CITY LOAN TO AUTHORITY.

Section 2.1 City Loan to Authority; Loan Amount. Within five (5) business days after the Effective Date, the City shall loan to the Authority the sum Fifty-Five Million Dollars ($55,000,000.00) (“Loan Amount”) in immediately available funds.

Section 2.2 Use of Loan Amount. The Loan Amount shall be used by the Authority for the sole purpose of acquiring the Property.

Section 2.3 Authority Repayment of Loan Amount. The Authority agrees to repay the Loan Amount, with interest calculated at the rate of 4.30% per annum. Interest shall be calculated on the basis of 360-day year consisting of twelve thirty-day months. Principal and accrued interest thereon shall be payable immediately and in full upon the sale or transfer of the Property to an unrelated party. Or, if the Property is subject to a lease, then the Authority shall pay interest accrued on each March 1 and September 1, and the principal shall be payable pursuant to an amortization schedule to be added to this Loan Agreement. Additionally, payments due hereunder shall be secured by a Promissory Note attached to this Agreement as Exhibit A and incorporated into this Agreement by this reference.

ARTICLE III

GENERAL TERMS.

Section 3.1 Notices and Demands. All notices or other communications required or permitted between the Authority and the City under this Agreement shall be in writing, and may be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by telecopier, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express), addressed to the Parties at the addresses provided in this Section 3.1, subject to the right of either Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the second (2nd) business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by telecopier or courier service (e.g., Federal Express), shall be deemed given upon receipt of the same by the Party to whom the notice is given.
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46700.50042\42114532.2

3 If to the Authority: Ontario Industrial Development Authority 303 East B Street
Ontario, California 91764
Attention: Executive Director
Telephone: (909) 395-2000

If to the City: City of Ontario
303 East B Street
Ontario, California 91764
Attention: City Manager
Telephone: (909) 395-2000

Section 3.2 Time Is Of The Essence. Time is of the essence in the performance of the Parties’ obligations under this Agreement.

Section 3.3 No Third Party Beneficiaries. This Agreement is expressly declared to be for the sole benefit of the Parties hereto. No other person or entity not a signatory to this Agreement shall have any rights or causes of actions against any Party to this Agreement because of that Party’s entry into this Agreement.

Section 3.4 Assignment. The City may not assign any of its rights or obligations under this Agreement without the prior express written consent of the Authority, which may be given or withheld in the Authority’s sole and absolute discretion.

Section 3.5 Failure to Strictly Enforce Not a Waiver. Failure by any Party to this Agreement to insist upon the strict performance of any provision of the Agreement or at any one or more times shall not be deemed to constitute a waiver of that Party’s right to insist upon strict performance of that or any other provision of this Agreement on future occasions. No alleged waiver of any right afforded to any Party under this Agreement shall be effective unless in writing.

Section 3.6 Attorneys’ Fees. In the event that any action or proceeding is commenced by either Authority or City against the other to interpret or enforce any provision of this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the non-prevailing Party, in addition to all other relief to which the prevailing Party may be entitled, the prevailing Party’s reasonable attorneys’ fees and litigation costs, as established by a court of law. Recoverable costs and fees shall include those incurred on appeal and in the enforcement of any judgment.

Section 3.7 Amendments and Modifications. This Agreement may be amended only by a written document, duly subscribed by the Parties hereto.

Section 3.8 Counterparts. This Agreement may be executed in two (2) counterpart originals, each of which shall be deemed to be an original, but, when taken together, shall constitute one and the same instrument.
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4 Section 3.9 Determination of Public Benefit. By its entry into this Agreement, the City has determined that the provision of the Loan as set forth in this Agreement is in the best interest of the health, safety, and welfare of the City’s residents. The City Council of the City has found and determined that assisting in the funding of the acquisition of the Property provides a significant public benefit to the City by strengthening the City's land use and social structure and by contributing to the economic prosperity of the Project Area. [Signature page follows]
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S-1

IN WITNESS WHEREOF, the parties have executed this as of the date first above written.

Dated: __________, 2024 ONTARIO INDUSTRIAL DEVELOPMENT
AUTHORITY, a public body, corporate and
politic

By:
__________________
Executive Director
ATTEST:

By:

Authority Secretary
Ontario Industrial Development
Authority

APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP

By:

Authority Counsel
Ontario

-Signature Page-
Loan Agreement

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S-2

IN WITNESS WHEREOF, the parties have executed this as of the date first above written.

Dated: __________, 2024 CITY OF ONTARIO, a California municipal corporation

By:
__________________
City Manager
ATTEST:

By:

City Clerk
City of Ontario

APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP

By:

City Attorney
City of Ontario

-Signature Page-
Loan Agreement

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46700.50042\42114532.2

A-1

EXHIBIT A
TO

LOAN AGREEMENT

Promissory Note

[Attached Behind This Page]
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46700.50042\42114532.2

A-2

ONTARIO

UNSECURED PROMISSORY NOTE

______________, 2024

FOR VALUE RECEIVED, this Unsecured Promissory Note is dated as of __________, 2024 (“Promissory Note”) and evidences an indebtedness of the Ontario Industrial Development Authority, a public body, corporate and politic (“Maker”), to the City of Ontario, a California municipal corporation (“Holder”). For value received, Maker hereby promises to pay to the order of Holder, at such address as Holder shall designate, the Loan Amount (as defined in the Agreement), with interest, in accordance with the terms of this Promissory Note.

1. Loan Agreement. The rights and obligations of Maker and Holder under this Promissory Note are made with respect to that certain agreement entitled “Loan Agreement” dated _______________, 2024 by and between Maker and Holder (“Agreement”), as approved by Resolution Number _____ of Maker, dated _________, 2024 and Resolution Number ______ of Holder, dated ____________, 2024. The terms and provisions of the Agreement are incorporated into this Promissory Note by this reference. All initially capitalized terms used but not otherwise defined in this Promissory Note shall have the meaning ascribed to them in the Loan Agreement.

2. Secured Obligation. The Maker's obligations under this Promissory Note shall be secured by a deed of trust and assignment of rents.

3. Repayment of Promissory Note. Maker shall pay to the order of Holder the Loan Amount, with interest accruing at a rate of 4.30 percent (4.30%) per annum, as follows:

3.1 Maker promises to pay to the order of Holder the Loan Amount, with interest, upon the transfer, sale or conveyance of the Property (“Maturity Date”). The entire unpaid balance of the Loan Amount shall be immediately due and payable upon the Maturity Date, and Maker shall tender to Holder such amount on or before the Maturity Date.

3.2 All payments due hereunder are payable in lawful money of the United States in same day funds. The Loan Amount may be prepaid, in whole or in part, at any time and from time to time without penalty or premium.

3.3 The entire unpaid balance of the Loan Amount shall be due and payable, prior to the Maturity Date upon Maker’s material breach any of the obligations of this Promissory Note or the Agreement (“Event of Default”).

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46700.50042\42114532.2

A-3

3.4 Maker’s obligation to pay the unpaid principal balance of the Loan Amount shall be limited to the available funds of Maker which are not otherwise encumbered as of the date of this Promissory Note.

4. Assignment. Holder shall have no power to transfer or assign its right to receive any payment under this Promissory Note, unless Maker has first granted written approval to Holder for such a proposed assignment, in the Maker’s sole and absolute discretion.

5. Severability. The unenforceability or invalidity of any provision or provisions of this Promissory Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other person or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

6. Governing Law. The validity, interpretation and performance of this Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles.

7. Jurisdiction and Venue. The Holder and the Maker acknowledge and stipulate that the obligation hereunder was entered into in the County of San Bernardino, California. Any legal action or proceeding to interpret, enforce, or which in any way arises out of this Promissory Note shall be instituted and prosecuted in the appropriate court in the County of San Bernardino, California. Holder and Maker expressly waive, to the maximum legal extent, any legal right either Party may have to have such action or proceeding transferred to or prosecuted in any other court or jurisdiction.

8. Amendments and Modifications. This Promissory Note may be amended or modified only in writing signed by the Holder and the Maker.

9. Time of the Essence. Time is of the essence of this Promissory Note.

[Signatures on Following Page]

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A-4

SIGNATURE PAGE
TO

ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY

UNSECURED PROMISSORY NOTE

MAKER:

ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY,
a public body, corporate and politic

By:
____________
Executive Director

Date: _________________________________

ATTEST:

By: _________________________
Authority Secretary
Ontario

APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP

By: _________________________
Authority Counsel
Ontario

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B-1

EXHIBIT B

PROPERTY DESCRIPTION

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46700.12000\42267321.1

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made and entered into as of ________________, 2024 (“Effective Date”), by and between the CITY OF ONTARIO, a California municipal corporation (“Seller”), and the CITY OF ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY (“Buyer”) who hereby agree as follows:

1. Purchase and Sale of Property . Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller each of the properties set forth on Exhibit A, attached hereto, together with all improvements located thereon, (the “Properties”), subject to the terms and conditions set forth herein

2. P urchase Price .
(a) The purchase price for the Properties (“Purchase Price”) shall be Fifty Five Million Dollars ($55,000,000.00).
(b) The Purchase Price shall be paid as follows:
(i) Within three (3) days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“ Escrow”) at ________________________ (“Escrow Holder”), and Buyer shall deposit into Escrow the amount of Five Hundred Dollars ($500.00) (“Initial Deposit”) in cash or other immediately available funds. (ii) On or before the Closing, if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow cash or other immediately available funds in the amount of the balance of the Purchase Price, less any credits due Buyer hereunder (the “ Closing Amount”). The Closing Amount shall be applied towards the Purchase Price at the Closing.

3. [Reserved].

4. Title to the Properties. At the Closing, Seller shall cause to be conveyed to Buyer fee simple title to the Properties by one or more duly executed and acknowledged grant deed(s) substantially in the form attached hereto as Exhibit B and incorporated herein by this reference (the “Deed(s)”). As used in this Agreement, Closing (the “ Closing”) shall be deemed to occur upon the recording of the Deed(s).

5. S eller's Deliveries . Within five (5) days following the Effective Date, Seller shall deliver to Buyer any and all materials related to the Properties in Seller's possession or control, or to which Seller has access such as surveys, Phase 1 or Phase II reports, plans, geotechnical or soils reports or any other pertinent information that relates to the use, occupancy, zoning or control of the Properties (collectively, the “ Seller's Deliveries”). Seller shall deliver a Natural Hazards Disclosure Report with Seller's Deliveries.
473
46700.12000\42267321.1

2 6. Conditions to Seller's Obligations. Seller's obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction of each of the following conditions:
(a) Buyer shall not be in default under this Agreement. (b) Each representation and warranty made in this Agreement by Buyer shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.

7. Conditions Precedent to Closing. The following are conditions precedent to Buyer's obligation to purchase the Properties (the “Conditions Precedent ”). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discr etion, terminate this Agreement, and recover any documents delivered to Escrow Holder pursuant to this Agreement. (a) Buyer's inspection, review and approval, of all of the following:
(i) The physical characteristics and condition of the Properties (including without limitation the condition of the soils); (ii) Seller's Deliveries; and,
(b) Seller shall have complied with all of Seller's duties and obligations contained in this Agreement and all of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.

8. LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTIES PURSUANT

TO THIS AGREEMENT IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT

UNDER THIS AGREEMENT ON THE PART OF BUYER, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED

THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE.

THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE

THAT THE EARNEST MONEY HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS

THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S

SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. SELLER

HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. FURTHERMORE, THE PAYMENT AND RETENTION OF

SUCH DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 AND 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. UPON

BUYER'S DEFAULT, SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE

ESCROW, AND PROMPTLY UPON RECEIPT OF SAID INSTRUCTIONS, ESCROW 474
46700.12000\42267321.1

3 HOLDER SHALL (i) CANCEL THE ESCROW, (ii) PAY ALL OF ESCROW HOLDER'S CHARGES FROM THE DEPOSIT, AND (iii) DISBURSE TO SELLER THE DEPOSIT PURSUANT TO THIS SECTION 8.

INITIALS: Seller _________ Buyer __________

9. Escrow; Closing, Prorations.
(a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) The Closing shall take place (the “Closing Date”) on or before the date that is [thirty (30) days following the Effective Date of this A greement,] or as may be extended as provided below.
(c) At or before the Closing, Seller shall deliver to Escrow Holder the following:
(i) the duly executed and acknowledged Deed(s) for the Properties (Exhibit B);
(ii) a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 in the form attached as Exhibit C and incorporated herein by this reference together with a duly executed non-foreign person affidavit and evidence that Seller is exempt from the withholding obligations imposed by California Revenue and Taxation Code Sections 18805, 18815, and 26131; (iii) evidence reasonably acceptable to Escrow Holder that the documents delivered by Seller have been duly authorized and executed on behalf of Seller and constitute valid and binding obligations of Seller.
(iv) any other documents which the Escrow Holder may reasonably require from Seller in order to close Escrow which do not increase Seller's liability or obligations hereunder;
(v) a closing statement in form and content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; and (vi) any other instruments, records or correspondence called for hereunder which have not previously been delivered.
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46700.12000\42267321.1

4 (d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) the Closing Statement, duly executed by Buyer;
(ii) the Closing Amount; and
(iii) evidence reasonably acceptable to Escrow Holder that the documents delivered by Buyer have been duly authorized and executed on behalf of Buyer and constitute valid and binding obligations of Buyer.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to close the Escrow and consummate the purchase of the Properties in accordance with the terms hereof. (f) The following are to be paid by Buyer or Seller or apportioned as of the Closing Date, as follows:
(i) Costs and expenses of Escrow incurred in this transaction shall be paid as follows:
(1) Seller is a public entity and exempt from all sales, use and documentary transfer taxes;
(2) Seller and Buyer shall each pay one-half (1/2) of the Escrow fees;
(3) Seller and Buyer are each public entities and exempt from recording fees, and any city or county transfer taxes due; (4) all other costs of escrow shall be paid equally by Buyer and Seller.
(ii) The provisions of this Section 9(f) shall survive the Closing.

10. Representations, Warranties and Covenants of Seller. As of the date hereof and again as of Closing, Seller represents and warrants to Buyer as follows:
(a) Seller is a public entity, duly organized, validly existing and in good standing under the laws of the State of California. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms. Seller has obtained all necessary auth orizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
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5 (b) There are no representations, agreements, arrangements, or circumstances, oral or written, between the parties relating to the subject matter contained in this Agreement that are not fully expressed in the Agreement, and Seller has not made and does not ma ke any representation or warranty concerning any matter or thing affecting or relating to the Properties , including but not limited to any of their fitness for a particular use, physical condition, or any other matter; and
(c) Subject to Seller's representations and warranties contained herein, Buyer's election to purchase the Properties will be based upon and will constitute evidence of Buyer's independent investigation of the Properties , its use, development potential and suitability for Buyer's intended use, including (without limitation) the following: the feasibility of developing the Properties for the purposes intended by Buyer and the conditions of approval for any subdivision map; the size and dimensions of the Properties; the availability, cost and adequacy of water, sewerage and any utilities serving or required to serve the Properties; the presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Properties; any surface, soil, subsoil, fill or other physical conditions of or affecting the Properties, such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the Properties; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Properties for any existing or proposed development thereof including but not limited to zoning, building, subdivision, environmental or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, requirements of any improvement agreements; requirements of the California Subdivision Map Act, and any other governmental permits, approvals or acts (collectively “Permits”); the necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required Permits; the presence of endangered plant or animal species upon the Properties ; and all of the matters concerning the condition, use, development or sale of the Properties . Seller will not be liable for any loss, damage, injury or claim to any person or property arising from or caused by the development of the Properties by Buyer.

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

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

13. M
iscellaneous .
(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliabl e overnight courier service for next day delivery, (iii) upon facsimile transmission (except that if the 477
46700.12000\42267321.1

6 date of such transmission is not a business day or if such transmission is made after 5:00 p.m. on a business day, then such notice shall be deemed to be given on the first business day following such transmission), or (iv) two business days after being de posited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or such other address as either party may from time to time specify in writing to the other in accordance herewith):

If to Seller: CITY OF ONTARIO
303 Ease B. Street
Ontario, CA

Phone:

Email:

With a copy to:

Phone:

Email:

If to Buyer:

Phone:

Email:

With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
3390 University Ave
Riverside, CA 95202
Phone: (916) 325-4000
E-Mail: [email protected]
To Escrow Holder: _______________________________
Attn: __________________________
_______________________________
_______________________________
Phone: _________________________
Email ___________________________
(b) Successors and Assigns. Buyer shall have the right to assign this Agreement to any entity .
(c) A mendments . This Agreement may be amended or modified only by a written instrument executed by Seller and Buyer.
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46700.12000\42267321.1

7 (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
(e) C onstruction. Headings at the beginning of each Section and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Sections and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference.
(f) N
o Joint Venture . This Agreement shall not create a partnership or joint venture relationship between Buyer and Seller.
(g) M erger of Prior Agreements . This Agreement and the exhibits attached hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation, any letters of intent previously executed or submitted by either or both of the parties hereto, which shall be of no further force or effect upon execution of this Agreement. (h) T
ime of the Essence. Time is of the essence of this Agreement. As used in this Agreement, a “business day” shall mean a day which is not a Saturday, Sunday or recognized federal or state holiday. If the last date for performance by either party under this Agreement occurs on a day which is not a business day, than the last date for such performance shall be extended to the next occurring business day.
(i) S
everability . If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (j) F
urther Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties.
(k) E
xhibits . All exhibits attached hereto and referred to herein are incorporated herein as though set forth at length.
(l) C aptions . The captions appearing at the commencement of the sections and paragraphs hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section a nd paragraph and not such caption shall control and govern in the construction of this Agreement. (m) N
o Obligation To Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than each other. 479
46700.12000\42267321.1

8 (n) Brokers. Seller and Buyer hereby represent to each other that there are no brokers, finders, or other persons entitled to a commission, finder's fee or other payment in connection with this Agreement. Buyer and Seller hereby agree to indemnify, defend, protect, and hold the other harmless from and against any claims, liabilities, or damages for commissions or finder's fees brought by any third party who has dealt or claims to have dealt with the indemnifying party pertaining to the Properties.
(o) Waiver. The waiver by any party to this Agreement of the breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach, whether of the same or another provision of this Agreement. (p) I
nterpretation. This Agreement has been negotiated at arm's length and between persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. (q) C
ounterparts/Facsimile/.PDF Signatures . This Agreement may be executed in counterparts and when so executed by the Parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the Parties, notwithstanding that the Parties may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single count erpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

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

SELLER:

CITY OF ONTARIO, a California municipal corporation
By: _______________________________________
_______________________________________
Date: ____________________________________

BUYER:

CITY OF ONTARIO INDUSTRIAL DEVELOPMENT

AUTHORITY
480
46700.12000\42267321.1

9 By: _______________________________________
_______________________________________
Date: ____________________________________

APPROVED AS TO FORM

BEST BEST & KRIEGER, LLP

By: ______________________________
Ruben Duran, City Attorney for City of Ontario

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46700.12000\42267321.1

EXHIBIT A

LIST OF THE PROPERTIES
Those certain real properties located in the County of San Bernardino, referred to by the following Assessor Parcel Numbers:

1. 1049-121-01

2. 1049-151-04

3. 1049-123-01

4. 1049-123-29

5. 1049-182-03

6. 1049-121-03

7. 1049-121-04

8. 1049-121-05

9. 1049-121-06

10. 1049-121-09

11. 1049-121-10

12. 1049-121-13

13. 1049-121-14

14. 1049-121-15

15. 1049-121-18

16. 1049-121-19

17. 1049-121-20

18. 1049-121-21

19. 1049-121-23

20. 1049-121-24

21. 1049-121-25

22. 1049-122-07

23. 1049-122-08

24. 1049-122-09

25. 1049-122-10

26. 1049-122-11

27. 1049-122-12

28. 1049-122-14

29. 1049-122-17

30. 1049-122-18

31. 1049-122-19

32. 1049-122-20

33. 1049-122-21

34. 1049-122-22

35. 1049-122-23

36. 1049-123-02

37. 1049-123-03

38. 1049-123-04

39. 1049-123-05

40. 1049-123-06

41. 1049 -123-07

42. 1049-123-08

43. 1049-123-09

44. 1049-123-10

45. 1049-123-11

46. 1049-123-12

47. 1049-123-13

48. 1049-123-16

49. 1049-123-17

50. 1049-123-18

51. 1049-123-19

52. 1049-123-20

53. 1049-123-21

54. 1049-123-22

55. 1049-123-23

56. 1049-123-24

57. 1049-123-25

58. 1049-123-26

59. 1049-123-27

60. 1049-151-09

61. 1049-151-11

62. 1049-151-26

63. 1049-151-27

64. 1049-151-29

65. 1049-151-30

66. 1049-151-31

67. 1049-151-32

68. 1049-151-33

69. 1049-151-34

70. 1049-151-35

71. 1049-151-36

72. 1049-151-38

73. 1049-161-02

74. 1049-161-03

75. 1049-161-05

76. 1049-161-09

77. 1049-161-15

78. 1049-182-04

79. 1049-182-05

80. 1049-191-05

81. 1049 -191-06

82. 1049-191-07

83. 1049-191-08

84. 1049-191-09

85. 1049-191-11

86. 1049-191-12

87. 1049-191-15

88. 1049-191-16

89. 1049-191-17

90. 1049-191-18

91. 1049-191-19

92. 1049-191-20

93. 1049-191-21

94. 1049-191-22

95. 1049-192-03

96. 1049-192-04

97. 1049-192-05

98. 1049-192-06

99. 1049-192-09
100. 1049-192-12
101. 1049-194-02
102. 1049-194-03
103. 1049-194-04
104. 1049-194-05
105. 1049-194-06
482
46700.12000\42267321.1

2 106. 1049-194-08
107. 1049-194-09
108. 1049-194-11
109. 1049-194-16
110. 1049-194-17
111. 1049-194-18
112. 1049-194-19
113. 1049-194-22
114. 1049-194-25
115. 1049-194-26
116. 1049-194-27
117. 1049-195-02
118. 1049-195-03
119. 1049-195-04
120. 1049-195-05
121. 1049-195-06
122. 1049-195-07
123. 1049-195-08
124. 1049-195-09
125. 1049-195-10
126. 1049-195-11
127. 1049-195-12
128. 1049-195-13
129. 1049-195-16
130. 1049-195-17
131. 1049-195-18
132. 1049-195-19
133. 1049-195-20
134. 1049-195-21
135. 1049-195-22
136. 1049-195-23
137. 1049-195-24
138. 1049-195-25
139. 1049-195-26
140. 1049-195-27
141. 1049-196-04
142. 1049-196-05
143. 1049-196-06
144. 1049-196-07
145. 1049-196-08
146. 1049-196-09
147. 1049-196-10
148. 1049-196-11
149. 1049-196-12
150. 1049-121-02
151. 1049-122-06
152. 1049-122-16
153. 1049-123-14
154. 1049-123-15
155. 1049-123-28
156. 1049-151-07
157. 1049-151-28
158. 1049-161-23
159. 1049-191-01
160. 1049-191-13
161. 1049-191-14
162. 1049-192-11
163. 1049-194-01
164. 1049-194-14
165. 1049-194-15
166. 1049-194-28
167. 1049-195-01
168. 1049-195-14
169. 1049-195-15
170. 1049-195-28
171. 1049-196-13
172. 1049-121-11
173. 1049-121-12
174. 1049-151-06
175. 1049-182-01
176. 1049-182-02
177. 1049-182-06
178. 1049-121-07
179. 1049-121-08
180. 1049-151-02
181. 1049-151-13
182. 1049-151-24
183. 1049-151-25
184. 1049-151-37
185. 1049-161-04
186. 1049-161-06
187. 1049-161-07
188. 1049-161-13
189. 1049-161-14
190. 1049-161-22
191. 1049-192-07
192. 1049-192-08
193. 1049-194-29
194. 1049-122-26
195. 1049-151-40
196. 1049-192-15
197. 1049-161-10
198. 1049-161-12
199. 1049-151-23
200. 1049-161-16
201. 1049-161-17
202. 1049-362-05
203. 1049-362-07
204. 1049-363-01
205. 1049-363-02
206. 1049-363-06
207. 1049-363-07
208. 1049-364-02
209. 1049-372-04
210. 1049-372-03
211. 1049-372-01
212. 1049-372-06
213. 1049-372-11
214. 1049-382-01
215. 1049-382-02
216. 1049-392-01
217. 1050-141-04
218. 1049-451-03
219. 1049-451-08
220. 1049-371-06
221. 0113-342-17
222. 0113-342-32
223. 0113-342-02
224. 0113-342-19
225. 0113-342-31
483
46700.12000\42267321.1

3 226. 0113-342-03

484
46700.12000\42267321.1

EXHIBIT B

LEGAL DESCRIPTIONS OF THE PROPERTIES

[To be provided prior to Closing]

485
46700.12000\42267321.1

EXHIBIT C

FORM OF DEED

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:
[buyer address or attorney]

__________________________________________________________________________ A.P.N.: ______________ (Space Above Line for Recorder's Use Only) The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $___0_____; CITY TRANSFER TAX $___0_____; SURVEY MONUMENT FEE $ ____0____

[ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ X ] unincorporated area; [ X ] City of Ontario, and [The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383. The undersigned declares that this Grant Deed is exempt from Documentary Transfer Tax pursuant to Revenue and Taxation Code Section 11922.]

GRANT DEED
FOR VALUE RECEIVED, CITY OF ONTARIO, a California municipal corporation (“Grantor”), hereby grants to THE CITY OF ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY (“Grantee”), all that certain real property situated in the County of San Bernardino, State of California, described in Exhibit A, attached hereto and incorporated herein by reference (the “Property”).
:

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ________________, 20__.

GRANTOR:

CITY OF ONTARIO, a California municipal
corporation
486
46700.12000\42267321.1

3 By: Exhibit Only Do Not Execute ______________
Name: ___________________________________
Its: ______________________________________

487
46700.12000\42267321.1

4 CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 20___, from CITY OF ONTARIO, a California municipal corporation, to THE CITY OF ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY, a municipal corporation, is hereby accepted by the undersigned officer on behalf of THE CITY OF ONTARIO INDUSTRIAL DEVELOPMENT AUTHORITY, pursuant to the authority conferred by Resolution No. _______, adopted by the City Council of the City of Ontario on ___________________, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: _________________, 20___ _______________________________ By ____________________________

488
46700.12000\42267321.1

EXHIBIT C

TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
This form is provided so that the Buyer and/or Seller in this transaction can certify compliance with the Foreign Investment in Real Property Tax Act to the Escrow Agent and/or Buyer. Buyer (“Transferee”) must retain a copy of this document until after the fifth taxable year following the transfer.

Section 1445 of the Internal Revenue Code of 1986, as amended (“ Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the Properties and not the disregarded entity. To inform Transferee that withholding of tax is not required upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of _____________________________________________ (“Transferor”):

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder).

2. The Transferor is not a disregarded entity as defined in Income Tax Regulation Section 1.1445-2(b)(2)(iii).

3. The Transferor's U.S. employer or tax identification number is ______________.

4. The Transferor's office address is: ______________________ The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

Date:______________, 20__ TRANSFEROR:
__________________________________________
By: _______________________________________
Name: ___________________________________
Its: ______________________________________
489

Ontario City CouncilMay 7, 2024

Ontario City Council
May 7, 2024