Agenda packet — Ontario City Council, May 21, 2024 (part 2 of 3)

access into the park. Grand Park Street will be extended east at the northeast boundary of the site, toward Haven Avenue.

Detailed structural information regarding the proposed structures is currently not available. The new restroom buildings are assumed to be a si ngle-story prefabricated structures, typically supported on a conventional shallow foundation system with a concrete slab-on-grade floor.

Maximum column and wall loads for this structure are assumed to be in the range of 30 kips and 1 to 3 kips per linear foot, respectively. The amphitheater will be a larger structure, with assumed maximum column and wall loads in the range of 100 kips and 3 to 5 kips per linear foot, respectively. The farm buildings are assumed to be of wood frame and wood panel construction or a pre-fabricated steel building, typically supported on a conventional shallow foundation system with a concrete slab on grade floor. Maximum column and wall loads for these structures are assumed to be in the range of 30 kips and 1 to 2 kips per linear foot, respectively. The maintenance facility will consist of 8-foot tall ma sonry block walls with a galvanized metal roof.

The culvert crossings are expected to be precast concrete culverts with boardform concrete headwalls. The overpass bridge is expected to be a prefabricated steel truss pedestrian bridge, resting on a CMU retaining wall structure.

Based on the conditions of approval from the City of Ontario, we understand that Phase 2 of the project will involve street improvements. Some of the improvements will include new curbs and gutters for Archibald Avenue, Ha ven Avenue and Grand Park Stre et, the widening of Archibald Avenue, new street pavements on Haven Avenue and Grand Park Street, and the placement of new sewer, water, and recycled water utilities.

Based on conversations with the client, the proposed development may use on-site storm water infiltration. Based on conversations with the client, we understand that the stormwater infiltration system may include the lowest areas of the proposed arroyos that will function as basins, and/or consist of a shallow to deep below-grade chamber systems located in the proposed parking lots.

SCOPE OF SERVICE

Based on our review of the San Bernardino Coun ty Geologic Hazards Maps overlay, the subject site is not located within an area of liquefa ction susceptibility. Therefore, a site-specific liquefaction evaluation is not co nsidered warranted, and has been excluded from the proposed scope of work.

Phase 2 will include an investigation for the new street improvement areas. Based on our review of the documents provided to our office, the st reet improvements will include widening of the existing roads into the property site, along with the construction of new utilities. We will plan on performing the off-site investigation within th e site boundaries of the Ontario Grand Park.

Therefore, we do not expect the we will be required to obtain an encroachment permit from the city. Traffic control will also not be required. Therefore, the fees associated with an encroachment permit or traffic control has be en excluded from the cost esti mate listed below. If the city determines that we are to perform an investigation within the existing roadways, additional fees related to an encroachment permit, traffic control and traffic control plans will apply.

The scope of our study will consist of surface re connaissance, subsurface exploration, obtaining representative soil samples, laboratory testing, review of relevant geological literature, and EXHIBIT C - April 8, 2024
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preparation of a geotechnical report documenting our findings. The proposed scope of work will comprise a geotechnical investigation for the site:

Subsurface Exploration

We propose to perform eighteen (18) borings as a part of Phase 1, to explore the subsurface soil conditions and to obtain soil samples for laboratory testing. The borings will be drilled to depths of 10 to 60± feet below ground surface within the proposed on-site development areas.

We also propose to perform seven (7) borings as a part of Phase 2, to explore the subsurface soil conditions and to obtain soil samples for laboratory testing. The borings will be drilled to depths of 15 to 30± feet below ground surface within the proposed street improvement areas.

These borings will be drilled using conventional truck-mounted drill rig.

Field exploration will consist of performing Standard Penetration Tests (SPT's) in general accordance with ASTM D-1586 specifications and/or obtaining relatively undisturbed ring samples in accordance with ASTM D-3550, at 2½-foot intervals within the anticipated depth of foundation influence (approximately 10 feet) below planne d bearing elevation and at 5-foot intervals elsewhere, or at each major change in stratigraphy. Water level readings will be taken at the time of boring completion to provide a preliminary estimate of the static groundwater table. The locations of the borings in the field will be referenced to apparent property lines using conventional taping techniques. Ground surface elevations at the boring locations will be interpolated from topographic data provided by the client.

The 2022 California Building Code (CBC) requires that new structures be designed using seismic design parameters based on ASCE 7-16, Minimum Design Loads and Associated Criteria for Buildings and Other Structures published by the American Society of Civil Engineers. Previous editions of the CBC and ASCE 7 allowed most structures to be designed using code-based values.

However, the 2022 CBC requires that a site-specific determination of seismic design parameters be performed for certain structures on certain si tes possessing stiff soils, soft clay soils, and/or soils vulnerable collapse of failure under seismic loading, sites underlain by peats and/or organic clays, and sites with very high plasticity clays. If any of these conditions are encountered during subsurface exploration, additional subsurface ex ploration and engineering analysis, beyond the scope of work outlined in this proposal, may be required to determine the seismic design parameters for this site. However, many structures which are neither tall nor flexible are exempt from this requirement. It may not be possible to determine if a site-specific response analysis is required without performing the proposed geotec hnical investigation, as well as receiving input about the proposed structure from the structural engineer. If a site-specific response analysis is required for this site, additional fees will be incurred.

In accordance with the 2022 CBC, project sites are classified as “Site Class A” through “Site Class E” (hard rock materials to soft clay soils, respectively) based on the relative density, strength, or hardness of the soil or bedrock materials present within the upper 100 feet at the site. Sites with soils prone to collapse or failure or other unfav orable conditions such as liquefaction may be classified as Site Class F. The site class is one parameter used to determine the seismic response of the soils at the site. The proposed scope of work outlined above is considered adequate to infer a site class for the site. However, it is possible that a reviewing agency may require that EXHIBIT C - April 8, 2024
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the site class be determined or confirmed using subsurface data extending to a depth of 100 feet.

If this is requested, it will be necessary to perform an addition al boring, a CPT, or a seismic refraction survey to obtain the necessary data to determine/confirm the site class. This additional exploration is beyond the scope of work presented above and would incur additional fees.

Laboratory Testing

Laboratory testing will be performed to determine the classification, strength, compressibility, and other characteristics of the encountered material s. These tests are typically used to provide grading recommendations and other design and general construction considerations.

The proposed scope of services also includes fees associated with consolidation/collapse testing, expansion index testing, and corrosivity testing. The maximum dry density and optimum moisture content will be determined for three (3) representative samples of soils obtained from the site for Phase 1 and for two (2) representative samples of soils for Phase 2. R-value testing will be performed on two (2) representative soil samples for Phase 1 and two (2) samples for Phase 2.

These tests will be used to determine pavement support characteristics of the near-surface soils.

Two (2) direct shear tests will be performed on representative soils samples in the overpass bridge area, and two (2) tests will be performe d for Phase 2. Organic content testing will be performed on near-surface samples collected from the formerly vegetated areas for Phase 1 and Phase 2.

More detailed laboratory testing has not been in cluded within the proposed scope of services, and is not expected to be necessary. If the subsurface conditions dictate additional testing, the client will be contacted for approval prior to completing additional testing.

Engineering Analysis and Report Preparation

The results of the proposed investigation will be presented in a formal report, for each phase, containing the following information, where applicable:

a) A summary of the subsurface conditions enco untered at the boring locations, including a site plan, exploration logs and a summary of laboratory test results.

b) A description of the general geology at the site including possible geologic constraints which could have an effect on the site development.

c) Engineering design considerations and recomm endations relative to seismic hazards for this site, including provision of 2022 CBC seismic design parameters.

d) A discussion of potential construction diff iculties that may be encountered due to soil conditions, groundwater or geologic cons traints and provision of recommendations concerning these problems.

e) Soil engineering criteria and de sign information for site grading.

f) Recommendations for an appropriate foundation system considering the type of structures anticipated and the geotechnical design criteria for the recommended foundation design.

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g) Flatwork design parameters.

h) Recommendations for design and construction of the PCC or AC pavements, based on the laboratory R-value results, and traffic data provided by the client (or to be assumed).

Infiltration Testing

Detailed plans for the stormwater infiltration system were not available at the time of this proposal. Based on conversations with the client, we understand that the stormwater infiltration system may include the lowest areas of the proposed arroyos that will function as basins, and/or consist of a shallow to deep below-grade chamber system extending to depths of 12 to 20± feet below ground surface in the proposed parking lo t areas. If the systems are located at greater depths, or if more tests are required, additional fees will be incurred.

Subsurface Exploration

We proposed to perform infiltration testing at eight (8) locations on the site. These tests will be performed at locations and dept hs specified by the project civil engineer. The subsurface exploration for the infiltration testing will be performed using a hollow stem auger drill rig. At four (4) of the test locations, a boring will be advan ced to depths of 5± feet in the proposed arroyo areas. At the remaining four (4) locations, a boring will be advanced to depths of 12 to 20± feet in the proposed parking lot areas. The boring will be 6 to 8 inches in diameter. After drilling, a 3- inch diameter perforated PVC pipe will be installed within the boring and the annulus between the pipe and the boring wall will be backfilled with ¾-inch crushed gravel. At the completion of the infiltration testing, the borings will be backfilled with the excavated soils.

Laboratory Testing
Laboratory testing will be performed to dete rmine the moisture cont ent of the encountered materials. The proposed scope of services also in cludes fees associated with grain size analysis of the soil samples obtained at the bottom of the proposed infiltration system. More detailed laboratory testing has not been included within the proposed scope of services, and is not expected to be necessary. If the subsurface condit ions dictate additional testing, the client will be contacted for approval prior to completing additional testing.

Field Testing

Field testing will be performed to determine the infiltration rate of the underlying soils in general accordance with the standard me thods. In accordance with the typical procedures, the borings will be pre-saturated for 24 hours prior to the infiltration testing.

Completion of the infiltration testing will require a moderate quantity of water. We propose to utilize a small, pickup truck mounted water tank. If it becomes necessary to utilize an outside source such as a fire hydrant, it is assumed th at one is located nearby. Costs associated with obtaining a permit to use the fire hydrant as well as the fees for the quantity of water utilized are not included in our estimated total fee. The costs associated with these items, if necessary, will be billed to the client as reimbursable expenses.

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More detailed testing has not been included within the proposed scope of services. If the subsurface conditions dictate such testing, the client will be contacted for approval prior to completing additional testing.

Engineering Analysis and Report Preparation

The results of the proposed investigation will be presented in a formal report containing the following information, where applicable:

a) A summary of the subsurface conditions encoun tered at the infiltration test locations.

b) A description of the general geology at the si te including possible geologic constraints which could have an effect on the infiltration characteristics.

c) Presentation of the infiltration test data. The infiltration rate will be presented in terms of minutes per inch of infiltration. Design of the infiltration system and the associated equipment are not within the scope of our investigation.

ESTIMATED FEES

Since any investigation of the scope of those ou tlined above will necessar ily be influenced by conditions encountered at the site which are not completely determined at this time, it is proposed that our charges be based on hourly rates for engineering geology services, field explorations, sampling and laboratory testing. We estimate that the projects will incur the following costs:

x Geotechnical Investigation:
o Phase 1 (On-site improvements): $ 38,300.00
o Phase 2 (Street improvements): $ 12,800.00
x Infiltration Testing: $ 15,500.00
x Utility Location Services – Phase 1 (optional): $ 3,500.00 x Utility Location Services – Phase 2 (optional): $ 1,500.00 x Grading Plan Review (if required): $ 750.00 x Foundation Plan Review (if required, per building): $ 500.00

As noted, the total estimated fee presented above includes fees associated with reviewing the foundation plans and grading plans during the project design process. These fees will be billed at the time of service. Plan review s are typically required by the local regulatory agency, and we also recommend that these reviews be performed. However, in these services are not desired or required, these fees will not be billed.

These estimates are based upon the above-ment ioned scope and our Fee Schedule. All prices therein are subject to variation, and should our Fee Schedule or the scope of our services materially change or if 90 days have passed since the date of this proposal, we reserve the right to review and resubmit a new proposal. The char ge for our services, however, will always be invoiced in accordance with the Fee Schedule specified at the time the work was authorized. This proposal does not include prevailing wage rates. This project is expected to be subject to EXHIBIT C - April 8, 2024
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prevailing wage rates. Therefore, the estimates indicated above include prevailing wage rates for the work to be performed by the drilling contractor.

UTILITY LOCATION SERVICES

As part of the proposed scope of services, we will contact the local one-call utility service (Underground Service Alert) to identify the locations of subsur face lines that are operated by member utilities. We will not be responsible for damage to any utility lines that are not identified by the one-call location service.

It is strongly recommended that the client contact the property seller and/or previous owner(s) of the property to provide plans and information regarding the locations of existing underground improvements and utility lines, especially if those underground improvements and utility lines are constructed of plastic, PVC, clay or any other non-metallic materials. However, if these plans are not available and if directed by the client, Southern California Geotechnical, Inc. (SCG) can utilize a subcontracted, private geophysical testing co mpany to attempt to locate any additional underground utilities or other obstructions that ma y be present in the areas of our borings. It should also be noted that the underground utility locating service specifically does not include the location of any utilities outside the area of our borings. For this project, these services would incur the additional fees of $3,500.00 for Phase 1, and $1,500 for Phase 2. If these services are desired, please contact our office immediately to include this service with the project and date and initial below. If SCG is not notified to incl ude this additional work, the client agrees to indemnify and defend SCG against any claims of damage or injury related to utilities and/or structures that are not identified by the local on e-call utility service or on-site personnel. If the client elects to have this serv ice performed, client understands and agrees that locating plastic, PVC, clay or other non-metallic pipes and/or buried structures using geophysical methods is much less reliable than locating metallic pipes. Likewise, the reliability of locating underground utilities or buried structures at depths greater than 1 to 2± feet below the ground surface is much lower than for shallow utilities or structures in the upper 1 to 2± feet. Accordingly, the client understands and acknowledges that performing a geophysical survey does not completely eliminate the possibility of encountering and/or damaging an underground utility or buried structure during drilling and/or trenching in an area where the geophysical survey did not identify an underground utility or buried structure. Neither SCG nor the geophysical company is responsible for repairs to unmarked underground utilities and/or buried structures damaged during our geotechnical investigation.

Client has read, understands and acknowledges this provision and declines to have the geophysical survey performed: _____________________
Client has read, underst ands and acknowledges this provision and agrees to have the geophysical survey performed: _____________________

ADDITIONAL SERVICES

Costs associated with responses to various regulatory agencies, plan reviews or project meetings are not included in the estimated total fee. The estimated fees also do not include updates to the report (which may be required more than 1 year after the date of the issuance) nor do they include costs associated with engineering and testing during construction that may be necessary.

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These fees have not been included in our prop osal since the need for these services nor the extent of work which may be required to provide them are not known at the present time. It is recommended that the project budget include co ntingencies for these items in the event that they become necessary. The fees required to pr ovide these services will depend on the actual hours incurred and will be billed at the unit rates in effect at the time they are requested.

x Update of Report: $ 600 - $ 1,20 0.00. Reports should be submitted within 1 year of issuance.
x Response to City/County Review: $ 600.00 - $2,000.00 depending on municipality x Infiltration Testing: Varies, based on the number and location of tests. x Changes to Report: Any significant change to the report requested after its completion may result in additional fees.
x Construction Observation: Please subm it a construction schedule, once it is available.

SCG will request authorization from the client prior to performing any of these services.

SCHEDULE

Typically, the subsurface exploration can begin wi thin 1 to 1½ weeks after receipt of written authorization. The drilling for Phase 1 is estimated to require 3 days to complete. The drilling for the Phase 2 is estimated to require 1 day to complete. The drilling for the infiltration testing is estimated to require 1 day to complete. The infiltration testing is estimated to require 1 day to complete. The reports should be available within 4 to 5 weeks after completion of the subsurface exploration, indicating a total time frame of a pproximately 5 to 6½ weeks. We can, however, provide preliminary design data prior to issuance of the final reports, if desired.

GENERAL

If this proposal meets with your approval, please authorize our services by signing and returning one copy to this office. We appreciate the opportunity of providing this proposal for your project.

If you have any questions regarding this proposal, please contact our office at your convenience.

Respectfully submitted,

SOUTHERN CALIFORNIA GEOTECHNICAL, INC.

Jamie Hayward
Staff Geologist

Distribution: (1) Addressee
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STANDARD FEE SCHEDULE
(Prevailing Wage)

PERSONNEL - CONSULTING & TESTING SERVICES

A) Principal Engineers & Geologists ..................................................................................................................................... $260.00/hr B) Senior Engineers & Geologists ........................................................................................................................................ $210.00/hr C) Project Engineers & Geologists ....................................................................................................................................... $185.00/hr D) Staff Engineers & Geologists .......................................................................................................................................... $175.00/hr E) Deputy Grading Inspector/Dep uty Soils Technician ........................................................................................................... $180.00/hr F) Technician .................................................................................................................................................................... $180.00/hr G) Laboratory Services ....................................................................................................................................................... $100.00/hr H) Drafting ........................................................................................................................................................................ $115.00/hr I) Expert Witness & Depositions ......................................................................................................................................... $550.00/hr J) Clerical .......................................................................................................................................................................... $100.00/hr x Additional Copies (Reports) ..................................................................................................................................... $55.00/ea x Additional Copies (Oversize Plans) .......................................................................................................................... $10.00/pg

GEOTECHNICAL LABORATORY TESTING

A) Visual Classification by Engineer/Geologist .......................................................................................................................... $6.00/ea B) Moisture Content (ASTM D-2216) ..................................................................................................................................... $20.00/ea C) Density of Undisturbed Sample ........................................................................................................................................ $20.00/ea D) Organic Content by Combustion (ASTM D-2974) ............................................................................................................. $110.00/ea E) Atterberg Limits (ASTM D-423/429) ................................................................................................................................ $190.00/test F) Expansion Index EI (Expansion Index) Test (UBC Standard 18-2) .................................................................................... $200.00/test G) Specific Gravity (ASTM D-854) ....................................................................................................................................... $125.00/test H) Grain Size Analysis
x Mechanical Analysis (Sand or Gravel) ..................................................................................................................... $105.00/test x Including Wet Wash over No. 200 Sieve ................................................................................................................ $160.00/test x Hydrometer Analysis ............................................................................................................................................ $135.00/test x Mechanical and Hydrometer Analysis (ASTM D-422) ............................................................................................... $250.00/test x Wet Wash over No. 200 Sieve Only (ASTM D-1140) ................................................................................................. $90.00/test x Sand Equivalent .................................................................................................................................................... $110.00/test I) Maximum Density Determination (with Curve)
x Standard Proctor (ASTM D-698/AASHTO T-99) ...................................................................................................... $220.00/test x Modified Proctor (ASTM D-1557/AASHTO T-180) 4 inch Mold ................................................................................. $220.00/test x Modified Proctor (ASTM D-1557/AASHTO T-180) 6 inch Mold ................................................................................. $260.00/test J) R-Value ................................................................................................................... ................................................... $300.00/test a. Cement Treated R-Value ..................................................................................................... ................................ $385.00/test K) California Bearing Ratio – Per Point ....................................................................................... ....................................... $300.00/test L) Unconfined Compression
x Pocket Penetrometer ................................................................................................................................................. $6.00/test x Full Unconfined Compression of Undisturbed Sample, with Curve ............................................................................ $110.00/test M) Direct Shear (Including 3 Points)-Soil ............................................................................................................................. $400.00/test b. Cement treated Direct Shear.................................................................................................. ................................ $500.00/test N) Consolidation Testin g (Including Curve)
x Time Rate With Maximum 12.8 ksf Load ................................................................................................................ $550.00/test x Single Point ......................................................................................................................................................... $150.00/test x Consolidation/Collapse, No Time Rate Data ........................................................................................................... $190.00/test x Swell Percent and Pressure ................................................................................................................................... $190.00/test O) Sulfates Only.................................................................................................................................................................... $70.00/test P) pH/Resistivity/Chlorides/Nitrates/Sulfates ........................................................................................................................ $240.00/test Q) Chlorides Only ................................................................................................................................................................ $105.00/test Note: Prices for geotechnical laboratory testing services not included above will be quoted upon request.

NOTES
1) Projects will be invoiced biweekly for services performed during the previous billing period. All invoices are due upon receipt , and late fees of 1.5% per month will be charged on all balances more than 30 days past due, not to exceed the maximum allowable under California state law. 2) All personnel services and time charged portal/portal. 3) Direct non-salary expenses for engineering and technical personnel charged at cost + 15%. 4) The personnel billing rates are applicable to normal working hours; overtime rates are applicable for services in excess of 8 hours per day, performed outside the hours of 7 am to 6 pm, as well as Saturdays, double time rates for Holidays, Sundays and Night work. Night work is defined as technician services initiated after 4 pm and/or which go beyond 8 pm. Overtime is billed at 130% of standard rates and double time is 200% of standard rates. Minimum monitoring fee 3 hours per trip.

EFFECTIVE JANUARY 1, 2024
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ENGINEERING SERVICE AGREEMENT FOR GEOTECHNICAL SERVICES

THIS AGREEMENT is made and entered into at Yorba Linda, California, by and between Southern California Geotechnical, Inc., a Ca lifornia corporation hereinafter referred to as "Consultant", and Tait & Associates, Inc., hereinafter referred to as "Client."

Client intends to construct improvements at the northeast corner of Archibald Avenue and Eucalyptus Avenue in Ontario, Californ ia, hereinafter referred to as "Project," the scope of which is defined in the foregoing Proposal.

Now, therefore, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:

1) Cooperation and Project Understanding

Consultant will render professional services, as set out herein, and Client will compensate Consultant in accordance with a Let ter of Proposal dated April 5, 2024, attached hereto and incorporated into this Agreement.

Consultant shall serve Client by providing professional technical advice regarding the geotechnical conditions of the Project site. All such advice will be based on information furnished by Client and on data collected by Consultant.

Client will make available to Consultant all relevant information in its possession regarding existing and proposed conditions of the Project site. This information shall include if applicable, but not be limited to, plot plans, topographic surveys, and previous soil data including borings, field and laborat ory tests, and written reports. Client will immediately transmit to Consultant any new and relevant information which becomes available and any relevant change in plans.

Consultant shall not be responsible for any incorrect advice, judgment, or decision based on any inaccurate information furnished by Client, and Client will indemnify Consultant against all claims, demands, or liability arising out of or contributed to by such information.

No warranty of any kind whatsoever, express or implied is made or intended in connection with the Scope of Services to be performed by Consultant or by the proposal for consulting or other services or by the furnishing of oral or written reports or findings made by Consultant, other than as provided in Section 7, herein. 2) Project Site: Client shall indicate to Consultant the property lines of the Project site and be responsible for the accuracy of any boundary markers.

The Client shall secure free and lawful access to the Project site for all necessary equipment and personnel of Consultant. Cl ient shall notify any and all possessors of the Project site that the Client has granted Consultant free access to the Project site, and Client shall secure permission (and any permits) necessary to allow Consultant free access to the Project site at no charge to Consultant unless specifically agreed to otherwise in the letter of proposal attached hereto.

If applicable, the Client shall take steps to see that the property is protected, on or off-site, including all landscaping, sh rubs, and flowers. While Consultant will take all reasonable precautions to minimize any damage to the property, it will not be responsible for damage to lawns, shrubs, landscapes, walks, sprinkler systems, or underground utilities and installations caused by movement of earth or equipment.

The Client shall locate for Consultant and shall assume responsibility for the accuracy of Client's representations as to the l ocations of all underground utilities and installations.

Consultant will not be responsible for damage by him to any such utilities or installations not so located, and any such damage by Consultant may, at Consultant's option, be repaired by Consultant and billed at cost plus 15% to Client.

Consultant agrees to backfill and/or adequately cover all open test holes made by it prior to leaving Project site unattended. Consultant agrees that all test holes will be backfilled upon completion of the job. However, Client may request test holes to remain open after completion of Consultant's work. In t he event Client so requests, Client agrees to pay for all costs in connection with covering and backfilling said test holes at a later date, and Client shall save harmless and indemnify Consultant for all claims, demands, and liabilities arising from its request.
3) Samples: Consultant will retain all soil and rock samples for thirty (30) days after the issuance of the report or notification to terminate work. If Client desires extended storage, the Client shall notify Consultant prior to the expiration of this period. Extended storage or transfer will be at Client's expense. Should any of these samples be contaminated by hazardous substances or suspected hazardous substances, it is Client's responsibility to select and arrange for lawful disposal procedure s, that is, procedures which encompass removing the contaminated samples from Consultant's custody and transporting them to a disposal site. Client is advised that, in all cases, prudence and good judgment should be applied in selecting and arranging for lawful disposal procedures. 4) Jobsite Safety: Neither the professional activities of the Consultant, nor the presence of the Consultant or its employees and subconsultants at a construction/project site, shall relieve the General Contractor of its obligations, duties and responsibi lities, including but not limited to: construction means, metho ds, sequence, techniques or procedures necessary for performing, supervising, and coordinating the work in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. The Consultant and its personnel have no authority to exercise any control over any construction contract or its employees in connection with their work or any health or safety programs or procedures.

The Client agrees that the General Contractor shall be solely responsible for jobsite safety and warrants that this intent shal l be carried out in the Client’s contract with the General Contractor. The Client also agrees that the Client, Consultant and the Consultants subconsultants shall be indemnified by the General Contractor. 5) Unanticipated Hazardous Materials: When hazardous materials are known, assumed or suspected to exist at a site, Consultant is required to take appropriate precaut ions to protect the health and safety of his personnel, to comply with applicable laws and regulations, and to follow procedures that C onsultant deems prudent to minimize physical risks to employees and the public. Client warrants that he has done his best to inform Consultant of such known or suspected hazardous material's type, quantity and location. If during the performance of services, Consultant discovers the existence of unanticipated hazardous materials or should any other condition exist which is unsafe in Consultant's sole opinion, Consultant may at its option, and without liability therefore terminate further work on the project and shall notify Client of Consultant's decision and the reason for termination of work.

Client recognizes that, when it is known, assumed or suspected that hazardous materials exist beneath the surface of the projec t site, certain waste materials, such as drill cuttings and drilling fluids, should be handled as if contaminated. Accordingly, to protect human health and safety as well as the envi ronment, Consultant will appropriately contain and label such materials; will promptly inform Client that such containerization and labeling has been performed, and will leave the cont ainers on site for proper, lawful removal, transport and disposal by Client. Client waives any claim against Consultant, and agrees to defend, indemnify and hold Consultant harmless f rom any claim or liability for injury or loss which may arise as a result of the drill cuttings, drilling fluids or other assumedly hazardous materials being left on site after their containerization by Consultant. Client also agrees to compensate Consultant for any time spent and expenses incurred by Consultant in defense of any such claim, wi th such compensation to be based upon Consultant's prevailing fee schedule and expense reimbursement policy.

Subsurface sampling may result in unavoidable contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated area, linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of spreading hazardous materials off -site. Because nothing can be done to eliminate the risk of such an occurrence, and because subsurface sampling is a necessary aspect of the work which Consultant will perform on Client's behalf, Client waives any claim against Consultant, and agrees to defend, indemnify and hold Consultant harmless from any claim or liability for injury or loss which m ay arise as a result of alleged cross-contamination caused by sampling. Client further agrees to compensate Consultant for any time spent or expenses incurred by Consultant in defense of any such claim, in accordance with Consultant's prevailing fee schedule and expense reimbursement policy. 6) Ownership of Documents: All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by Consultant, as instruments of service, shall remain the property of Consultant. In the event Client defaults on payment for Consultant's services, Client agrees that all reports and other work furnished to Client or its agents will be returned upon demand and will not be used by Client for any purpose whatever. Consultant will retain all pertinent records relating to the services performed for a period of five years following submission of the report, during which period the records will be made available to the Client at all reasonable times for an additional cost, if applicable. 7) Professional Standard: Client recognizes the inherent risks associated with the construction of improvements to real property. Client further recognizes that subsurface conditions may vary from those encountered at the locations where Consultant's borings, surveys and explorations are made, and that Consul tant's data, interpretations, and recommendations are based solely on the information obtained by Consultant.

Consultant's services consist of professional and technical advice and observation only. Consultant will be responsible only f or its own data, interpretations, and recommendations, but shall not be responsible for the interpretations by others of the information developed. In the performance of its professional services, Consultant will proceed with work diligently with competent personnel and will comply with that level of care and skill ordinarily exercised by reputable geotechnical engin eers and/or engineering geologists and soils engineers currently practicing under similar conditions in the same or similar localities. No warranty of any kind whatsoever, express or implied, is made or intended by Consultant, its employees or agents, in connection with the services provided under this Agreement. 8) Limitation of Liability: In recognition of the relative risks and benefits of the project to both the Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Consultant and his subconsultants to the Client and to al l construction contractors and subcontractors on the project for any and all claims, losses, cost, damages of any nature whatsoever or claims expenses from any cause or causes, so that the total aggregate liability of the consultant and his EXHIBIT C - April 8, 2024
252

Ontario Great Park – Ontario, CA
Proposal No. 24P176

Page 11 of 11 ends

subconsultants to all those named shall not exceed $50,000, or the Consultants total fee for services rendered on this project, whichever is greater. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breach of contract or warranty.

9) Delay: Consultant will be excused for any delay in completion of this Ag reement caused by acts of God, acts of Client or Client's empl oyees or agents, inclement weather, labor trouble, acts of public utilities, public bodies or inspectors, extra work, failure of Client to make payments promptly, or oth er contingencies unforeseen by Consultant and beyond the reasonable control of Consultant.
10) Termination of Agreement: In the event that either party desires to terminate this Contract prior to completion of the Project, written notification of s uch intention to terminate must be tendered to the other party. In the event that Client notifies Consultant of such intention to terminate Consultant's services prior to completion, Consultant reserves the right to complete such analysis and records as are necessary to place files in order, to dispose of samples, put equipment in order, and where considered necessary to protect its professional reputation to complete a report on the work performed to date. In the event that Consultant incurs cost in Client's termination of this Agreement, a termination charge to cover such cost shall be paid by Client. In the absence of notification of termination, this Agreement shall continue in full force and effect until such time as Consultant has completed its services. 11) Suspension of Services: If the Project or the Consultants services are suspended by the client for more than thirty (30) calendar days, consecutive o r in the aggregate, over the term of this Agreement, the Consultant shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the Client shall compensate the Consultant for expenses incurred as a result of the suspension and resumption of its services, and the Consultant’s schedule and fees for the remainder of the Project shall be equitably adjusted. If the Consultant’s services are suspended for more than ninety (90) days, consecutive or in the aggregate, the Consultant may terminate this Agreement upon giving not less than five (5) calendars days’ written notice to the Client.

If the Client is in breach of the payment terms or otherwise in material breach of this Agreement, the Consultant may suspend p erformance of services upon five (5) calendar days’ notice to the Client. The Consultant shall have no liability to the client, and the Client agrees to make no claim for any dela y or damage as a result of such suspension caused by any breach of this Agreement by the Client. Upon receipt of payment in full of all outstanding sums due from the Client, or curing of such other breach which caused the Consultant to suspend services, the Consultant shall resume services and there shall be and equitable adjustment of the remaining project schedule and fees as a result of the suspension. 12) No Third Party Beneficiaries: This Agreement is entered into solely for the benefit of Client and Consultant and in no way is intended to benefit or extend a ny right or interest to any third party. It is the intention of Client and Consultant that they are the sole beneficiaries to the rights and obligatio ns arising here from, and any benefit to be derived by any third party is merely incidental to and unintended by the Agreement. 13) Entire Agreement: This Agreement, including the attached incorporated proposal, constitutes a final, complete, and total integration of any and a ll understandings between the parties. Any subsequent change, alteration, addition, or modification must be mutually agreed upon, in writing, and signed by both parties. 14) Notices: Any notice required or permitted under this Agreement may be given by ordinary mail at the address contained in this Agreement, but such address may be changed by written notices given by one party to the other from time to time. Notice shall be deemed received in the ordinary course of the mail. 15) Assignments: The rights and obligations of either party to this Agreement shall not be assigned nor otherwise transferred without the prior written consent of the other party.

Subject to the foregoing, each party to this Agreement, where applicable, binds itself, its partners, successors, executors, ad ministrators, and assigns with respect to all covenants, conditions, and promises of this Agreement.
16) Individual Responsibility: If Client is a corporation, the individual or individuals who sign this Agreement on behalf of Client warrant that they are duly authorized agents of Client. 17) Billing and Payment: Consultant will submit invoices to Client (bi-weekly) and a final bill upon completion of services. Invoices will show charges for different personnel and expense classifications, where applicable. A more detailed separation of charges and backup data will be provided upon Client’s request. Payment is due upon presentation of invoice and is past due 30 days from invoice date. Clients agrees to pay interest of one and one half percent (1.5%) per month, not to exceed the maximum rate allowed by law, on past due accounts. The amount of interest will be calculated on any unpaid balance commencing thirty (30) days after the date of the original invoice. If the client fails to make payment when due and the Consultant incurs any costs in order to collect overdue sums from the Client, the Client agrees that all such colle ction costs incurred shall immediately become due and payable to the Consultant. Collection costs shall include, without limitation: legal fees, collection agency fees and expenses, court costs, collection bonds and reasonable Consultant staff fees at standard billing rates for the Consultant’s time spent in efforts to collect. 18) Previous Consultant Fees: Client agrees that any previous consultant retained to perform professional services that are same or related to these for which this Agreement has been entered has been or will be promptly paid in full by Client. Client shall obtain full rights to use previous consultant's work product, if same is to be used by Consultant. 19) Attorneys’ Fees: In the event of any litigation arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys’ fees, and all other related expenses in such litigation. In the event of a non- adjudicative settlement of litigation between the parties or a resolution of a dispute by arbitration, the term “prevailing party” shall be determined by that process. 20) Governing Law and Jurisdiction: The Client and Consultant agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the state of California. It is further agreed that any legal action between the Client and the Consultant arisin g out of this agreement or the performance of the services shall be brought in a court of competent jurisdiction in Orange County, California. 21) Indemnification: Client Agrees to indemnify, defend and hold harmless Consultant, its directors, officers, employees, agents and subcontractors from and against all claims, damages, losses, and expenses, including but not limited to fees and charges of attorneys and court and arbitration costs, which Consult ant may reasonably incur or which may be asserted against consultant by third parties and whic h result from or are attributable to the services performed by Consultant, except t o the extent that such claims, damages, losses and expenses are caused by the negligence of the consultant, its directors, officers, employees, agents and subcontractors.

If Consultant is required by operation of any law to participate in any legal discovery, administrative or court proceedings, o r is required by subpoena or other legal process to give testimony or otherwise participate in legal proceedings as a result of performing the services, Client agrees to compensate Consultant at the Consultants then current rates and Client will reimburse Consultant for any and all costs and fees which the Consultant may reasonably incur in connection with such acti vities, including fees of any attorneys that Consultant may retain on its behalf.
22) Insurance: Other than Client (Certificate Holder), named additional insured parties are not valid under Consultant’s general liability i nsurance unless required by contract. Client shall obtain signatures from any third party entities to be liste d as named additional insured, stating that such parties agree to the Indemnification and Limitation of Liability clauses herein.
23) Invalid Provision: If any provision, in whole or in part, of this Agreement should be in violation of any law or ordinance, it shall not invalidate this Agreement, and any such provision shall not invalidate this Agreement and any such provision shall be deemed stricken from this Agreement.

IN WITNESS WHEREOF, the undersigned have executed the Agreement at Yorba Linda, CA as of this ____ day of _____________, 2024.

TAIT & ASSOCIATES, INC. SOUTHERN CALIFORNIA GEOTECHNICAL, INC.

_______________________________________________
(client signature)

_______________________________________________
(print client name)

DATE: _________________________________________

TITLE: _________________________________________

_______________________________________________
Gregory K. Mitchell, GE 2364

DATE: April 5, 2024

TITLE: Principal Engineer

EXHIBIT C - April 8, 2024
253

16 701 N. Parkcenter Drive, Santa Ana, CA 92705
www.tait.com | 714.560.8200

ATTACHMENT C

TRAFFIC ENGINEERING SCOPE & FEE

EXHIBIT C - April 8, 2024
254
9841 Irvine Center Drive, Suite 200 | Irvine, California 92618 | t: (949) 878-3509 www.tjwengineering.com
April 3, 2024
Mr. David Sloan, P.E.

TAIT & Associates, Inc.

Vice President – Director of Engineering
701 N Parkcenter Drive
Santa Ana, CA 92705
PROPOSAL: Ontario Great Park
Eucalyptus Avenue, Archibald Avenue, Haven Avenue, Grand Park Street - Traffic Signal, Signing & Striping, Street Lighting, Traffic Control Plan Design in the City of Ontario
Dear Mr. Sloan:

TJW Engineering, Inc. (TJW) is pleased to submit this proposed agreement to Tait & Associates to join the SWA team on the Ontario Great Park – Phase 1 project in the City of Ontario. TJW would provide traffic signal, signing & striping, street lighting, and traffic control plan design for proposed project located in the City of Ontario. The project is located between Grand Park Street to the north, Eucalyptus Avenue to the south, Haven Avenue to the east, and Archibald Avenue to the west (as shown in the exhibit below).

EXHIBIT C - April 8, 2024
255
Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

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TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx
Signing and Striping Design
TJW would prepare signing and striping plans for the streets of Grand Park Street (Phase 1), Haven Avenue, Eucalyptus Avenue, and Archibald Avenue. The plans would be designed at a scale of 1”=40’ utilizing AutoCAD and would be prepared to meet the latest standards of the City of Ontario, Caltrans Standards Plans, and the California Manual on Uniform Traffic Control Devices (CA MUTCD), latest editions.

Traffic Signal Design
TJW would prepare traffic signal design plans for the project at various intersections in Phase 1 and Phase 2. The plans would be prepared at a scale of 1”=20’ utilizing AutoCAD and would be prepared to meet the latest standards of the City of Ontario. The plans would include video detection, CCTV, interconnect/fiber optic communication equipment, cable and conduit, emergency vehicle preemption systems and bicycle detection. The plans would also adhere to the latest Caltrans standards plans and the CA MUTCD editions.

Street Lighting Design
TJW would prepare street lighting plans across the frontage of the site on the streets of Eucalyptus Avenue, Archibald Avenue, Haven Avenue, Grand Park Street. The street lights would be prepared at a scale of 1”=40’ utilizing AutoCAD and would be prepared to meet the latest standards of the City of Ontario. The plan set would include wiring diagrams and voltage drop calculations.

Fiber Optic Plan Design
TJW would coordinate with the team’s dry utility consultant and the City’s Broadband Operations Department on the requirements needed to adhere to the City’s Fiber Optic Master Plan. TJW would then prepare fiber optic plans at a scale of 1”=40’ utilizing AutoCAD. The plan would show the conduit, pull boxes, and fiber number connecting the proposed system to the existing system.

TJW would be responsible for the fiber system within the City’s right of way and assuming local connections outside of the right of way would be handled by others.

TJW would coordinate with the Tait team to prepare the design plans to match the street plans to be submitted as a package to the City of Ontario for review and approval.

EXHIBIT C - April 8, 2024
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Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

Page 3 ends

TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx
On-Site Traffic Engineering Design Package (Phase 1)
TOTAL BUDGET: $61,500.00

1. Design Update Phase: $4,000.00
TJW would support the Tait team providing traffic engineering review and exhibits during this phase of the project. This budget would be billed on a T&M basis.

2. Design Development: $27,750.00
TJW would support the team in the preparation of signing & striping, traffic signal, street lighting, and fiber optic plan design for Grand Park Street connecting Haven Avenue to the existing roadway infrastructure on the north side of the park. This Design Development phase would assume that plans would be engineered but completed only to a 50% level to allow feedback from the team and the City prior to final plan, specifications, and estimates.

TJW would fulfill the design requirements as listed in the conditions of approval dated April 22, 2022 for the following tasks:
TJW would meet with City staff prior to designing and submitting for plan review to define the limits of the improvements. (Cond. 2.37s) $500.00
TJW would work with the Tait team to produce a conceptual striping layout for the proposed signalized intersection of Grand Park Street and Haven Avene to verify lane alignment in all directions. (Cond. 2.37a) $500.00
TJW would prepare concept signing & striping plans for Grand Park Street from Turner to Haven Avenue and for the signalized intersection at Grand Park Street and Haven Avenue.

The signing and striping plans may include RRFB’s (rectangular rapid flashing beacons) or in- roadway warning lighting systems at pedestrian heavy crossings. (Cond. 2.37d, 2.37q) $3,000.00
TJW would prepare concept level street lighting plans for Grand Park Street on both sides of the street from Acadia Avenue to Haven Avenue (approximately 1,300-feet) and on the south of the street from Archibald Avenue to Acadia Avenue (approximately 4,000-feet). It is assumed that street lights will have already been installed on the north side by residential developers. The concept plans would identify the street light type and location and would include pull boxes and conduit design. (Cond. 2.37e) $9,750.00 EXHIBIT C - April 8, 2024
257
Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

Page 4 ends

TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx
TJW would prepare a preliminary traffic signal plan design for the intersection of Grand Park Street and Haven Avenue. Plans would be prepared at an approximately 50% level showing the engineered location of traffic signal equipment (poles, pull boxes, conduit, cabinet) and striping (crosswalks, lane configurations) for the proposed signalized intersection. TJW would work with the Tait team to make sure that the traffic signal poles and equipment can be installed at the ultimate location. (Cond. 2.37j) $7,000.00 TJW would coordinate with the team’s dry utility consultant and the City’s Broadband Operations Department on the requirements needed to adhere to the City’s Fiber Optic Master Plan. TJW would then prepare fiber optic plans for the main fiber conduit system with the City’s right of way. TJW would show how the proposed fiber system would connect into the existing system located on the north side Grand Park Street. It is assumed that the fiber system would tie into an existing system just east of Acadia Avenue. (Cond. 2.51) $4,000.00 TJW would coordinate with the Tait team and prepare final specifications and estimates. $1,500.00
Project meetings: $1,500.00

3. Construction Documentation: $26,750.00
Once the concept plans prepared in the Design Development phase have been reviewed and vetted, TJW would move towards final PS&E for the following tasks:
TJW would prepare final signing and striping for Grand Park Street from Turner to Haven Avenue. $3,000.00
TJW would prepare final street lighting plans for Grand Park Street on both sides of the street from Acadia Avenue to Haven Avenue (approximately 1,300-feet) and on the south of the street from Archibald Avenue to Acadia Avenue (approximately 4,000-feet). $9,750.00
TJW would prepare final
traffic signal plan design for the intersection of Grand Park Street and Haven Avenue. $7,000.00
TJW would prepare final fiber optic plans for the main fiber conduit system with the City’s right of way on Grand Park Street. $4,000.00
TJW would coordinate with the Tait team and prepare final specifications and estimates. $1,500.00
Project meetings. $1,500.00
EXHIBIT C - April 8, 2024
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Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

Page 5 ends

TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx

4. Construction Observation and any necessary inspections: $3,000.00 TJW would prepare as-built drawings for the signing & striping, traffic signal, street lighting, and fiber optic plans. TJW would prepare the plans after construction has been completed.

TJW would also be available to respond to contractor’s RFI’s and provide shop drawing review. This task would be billed on a time and material basis.

EXHIBIT C - April 8, 2024
259
Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

Page 6 ends

TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx
Off-Site Traffic Engineering Design Package (Phase 2)
TOTAL BUDGET: $157,000.00

1. Design Update Phase: $4,000.00
TJW would support the Tait team providing traffic engineering review and exhibits during this phase of the project. This budget would be billed on a T&M basis.

2. Design Development: $73,750.00
TJW would support the team in the preparation of signing & striping, traffic signal, street lighting, and fiber optic plan design for the streets of Haven Avenue, Eucalyptus Avenue and Archibald Avenue surrounding the park. This Design Development phase would assume that plans would be engineered but completed only to a 50% level to allow feedback from the team and the City prior to final plan, specifications, and estimates.

TJW would fulfill the design requirements as listed in the conditions of approval dated April 22, 2022, for the following tasks:
TJW would meet with City staff prior to designing and submitting for plan review to define the limits of the improvements. (Cond. 2.37s) $500.00
TJW would prepare concept signing & striping plans for Haven Avenue, Eucalyptus Avenue and Archibald Avenue. (Cond. 2.37f, 2.37g, 2.37i) $8,000.00 o Haven Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) o Eucalyptus Avenue – Haven Avenue to Archibald Avenue (6,000-feet) o Archibald Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) TJW would prepare concept level street lighting plans for Haven Avenue, Eucalyptus Avenue and Archibald Avenue. The concept plans would identify the street light type and location and would include pull boxes and conduit design. (Cond. 2.37f, 2.37g, 2.37i) $17,750.00 o Haven Avenue – West side from Eucalyptus Avenue to Grand Park Street (2,300-feet)
o Eucalyptus Avenue – North side from Haven Avenue to Archibald Avenue (6,000-feet)
EXHIBIT C - April 8, 2024
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Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

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TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx
o Archibald Avenue – East side Eucalyptus Avenue to Grand Park Street (2,300- feet)
TJW would prepare a preliminary traffic signal plan design for 6 intersections. Plans would be prepared at an approximately 50% level showing the engineered location of traffic signal equipment (poles, pull boxes, conduit, cabinet) and striping (crosswalks, lane configurations) for the proposed signalized intersection. TJW would work with the Tait team to make sure that the traffic signal poles and equipment can be installed at the ultimate location. (Cond.

2.37j) $30,500.00
o Haven Avenue at Grand Park Street – traffic signal modification (Cond. 2.37j) o Haven Avenue at Eucalyptus Avenue – traffic signal modification (Cond.

2.37k)
o Park Place Avenue at Eucalyptus Avenue (Cond. 2.37i)
o Celebration Avenue / Park Entrance At Eucalyptus Avenue (Cond. 2.37o) o Archibald Avenue at Eucalyptus Avenue – traffic signal modification (Cond.

2.37i)
o Archibald Avenue at Grand Park Street – traffic signal modification (Cond.

2.37n)
TJW would coordinate with the team’s dry utility consultant and the City’s Broadband Operations Department on the requirements needed to adhere to the City’s Fiber Optic Master Plan. TJW would then prepare fiber optic plans for the main fiber conduit system with the City’s right of way. TJW would show how the proposed fiber system would connect into the existing system. (Cond. 2.51) $14,000.00
o Haven Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) o Eucalyptus Avenue – Haven Avenue to Archibald Avenue (6,000-feet) o Archibald Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) TJW would coordinate with the Tait team and prepare final specifications and estimates. $1,500.00
Project meetings: $1,500.00
EXHIBIT C - April 8, 2024
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Mr. David Sloan, PE
Ontario Great Park TS SS SL TC Proposal
April 3, 2024

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TJW Engineering, Inc.

TAT24 Proposal Great Park 040324.docx

3. Construction Documentation: $73,250.00
Once the concept plans prepared in the Design Development phase have been reviewed and vetted, TJW would move towards final PS&E for the following tasks:
TJW would prepare final signing and striping for Haven Avenue, Archibald Avenue, and Eucalyptus Avenue. $8,000.00
TJW would prepare final street lighting plans for Haven Avenue, Archibald Avenue, and Eucalyptus Avenue. $17,750.00
TJW would prepare final traffic signal plan design for the 6 intersections Haven Avenue, Archibald Avenue, and Eucalyptus Avenue. $30,500.00 TJW would prepare final fiber optic plans for the main fiber conduit system with the City’s right of way on Haven Avenue, Archibald Avenue, and Eucalyptus Avenue. $14,000.00
TJW would coordinate with the Tait team and prepare final specifications and estimates. $1,500.00
Project meetings. $1,500.00

4. Construction Observation and any necessary inspections: $6,000.00 TJW would prepare as-built drawings for the signing & striping, traffic signal, street lighting, and fiber optic plans. TJW would prepare the plans after construction has been completed.

TJW would also be available to respond to contractor’s RFI’s and provide shop drawing review. This task would be billed on a time and material basis.

EXHIBIT C - April 8, 2024
262

ON-SITE
Design Development
(50%)
Construction
Documentation (50%) TOTAL
TJW would meet with City staff prior to desi gning and submitting for plan review to define the limits of the improvements. (Cond. 2.37s) Meeting $500.00 N/A $500.00 TJW would produce a conceptual layout fo r the proposed signalized intersection of Grand Park Street and Haven Avene to verify lane alignment in all directions. (Cond.

2.37a)
Concept Striping
Intersection $500.00 N/A $500.00
TJW would prepare concept signing & striping plans for Grand Park Street from Turner to Haven Avenue and for the signalized intersection at Grand Park Street and Haven Avenue. The signing and striping plans may include RRFB’s (rectangular rapid flashing beacons) or in-roadway warning lighting systems at pedestrian heavy crossings. (Cond. 2.37d, 2.37q)
Signing and Striping,
RRFB $3,000.00 $3,000.00 $6,000.00
TJW would prepare concept level street lighting plans for Grand Park Street on both sides of the street from Acadia Avenue to Haven Avenue (approximately 1,300- feet) and on the south of the street from Archibald Avenue to Acadia Avenue (approximately 4,000-feet). It is assumed that street lights will have already been installed on the north side by residential developers. The concept plans would identify the street light type and location and would include pull boxes and conduit design. (Cond. 2.37e)
street lighting $9,750.00 $9,750.00 $19,500.00
TJW would prepare a preliminary traffic sig nal plan design for the intersection of Grand Park Street and Haven Avenue. Plans would be prepared at an approximately 50% level showing the engineered locatio n of traffic signal equipment (poles, pull boxes, conduit, cabinet) and striping (crosswalks, lane configurations) for the proposed signalized intersection. TJW would work with the Tait team to make sure that the traffic signal poles and equipment can be installed at the ultimate location. (Cond. 2.37j)
traffic signal $7,000.00 $7,000.00 $14,000.00
EXHIBIT C - April 8, 2024
263
TJW would coordinate with the team’s dry utility consultant and the City’s Broadband Operations Department on the requirements needed to adhere to the City’s Fiber Optic Master Plan. TJW would t hen prepare fiber optic plans for the main fiber conduit system with the City ’s right of way. TJW would show how the proposed fiber system would connect into the existing system located on the north side Grand Park Street. It is assumed that the fiber system would tie into an existing system just east of Acadia Avenue. (Cond. 2.51)
fiber $4,000.00 $4,000.00 $8,000.00
Specifications and estimates S&E $1,500.00 $1,500.00 $3,000.00 Project meetings Meetings $1,500.00 $1,500.00 $3,000.00 TOTALS $27,750.00 $26,750.00 $54,500.00
Design Update Phase $4,000.00
Construction Support $3,000.00
TOTAL $61,500.00
EXHIBIT C - April 8, 2024
264

OFF-SITE
Design Development
(50%)
Construction
Documentation (50%) TOTAL
TJW would meet with City staff prior to designing and submitting for plan review to define the limits of the improvements. (Cond. 2.37s) Meeting $500.00 N/A $500.00 Signing and stripign
o Haven Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $2,000.00 $2,000.00 o Eucalyptus Avenue – Haven Avenue to Archibald Avenue (6,000-feet) $4,000.00 $4,000.00 o Archibald Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $2,000.00 $2,000.00 $8,000.00 $8,000.00 $16,000.00
Street lighting street lighting
o Haven Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $4,000.00 $4,000.00 o Eucalyptus Avenue – Haven Avenue to Archibald Avenue (6,000-feet) $9,750.00 $9,750.00 o Archibald Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $4,000.00 $4,000.00 $17,750.00 $17,750.00 $35,500.00
Traffic Signal traffic signal
Haven Avenue at Grand Park Street $500.00 $500.00
Haven Avenue at Eucalyptus Avenue $6,000.00 $6,000.00
Park Place Avenue at Eucalyptus Avenue $6,000.00 $6,000.00 Celebration Avenue / Park Entrance At Eucalyptus Avenue $6,000.00 $6,000.00 Archibald Avenue at Eucalyptus Avenue $6,000.00 $6,000.00 Archibald Avenue at Grand Park Street $6,000.00 $6,000.00 $30,500.00 $30,500.00 $61,000.00
Fiber fiber
Haven Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $4,000.00 $4,000.00 Eucalyptus Avenue – Haven Avenue to Archibald Avenue (6,000-feet) $6,000.00 $6,000.00 Archibald Avenue - Eucalyptus Avenue to Grand Park Street (2,300-feet) $4,000.00 $4,000.00 $14,000.00 $14,000.00 $28,000.00
Specifications and estimates S&E $1,500.00 $1,500.00 $3,000.00 Project meetings Meetings $1,500.00 $1,500.00 $3,000.00 Signing and Striping,
EXHIBIT C - April 8, 2024
265
TOTALS $73,750.00 $73,250.00 $147,000.00
Design Update Phase $4,000.00
Construction Support $6,000.00
TOTAL $157,000.00
EXHIBIT C - April 8, 2024
266

^ƚĂƚĞŵĞŶƚŽĨYƵĂůŝĨŝĐĂƚŝŽŶƐ

d:t
ŶŐŝŶĞĞƌŝŶŐ/ŶĐ͘^ƚĂƚĞŵĞŶƚŽĨYƵĂůŝĨŝĐĂƚŝŽŶƐ

ϭ

&/ZDWZK&/>

ƐƚĂďůŝƐŚĞĚŝŶϮϬϭϬ͕d:t͕ĂĂůŝĨŽƌŶŝĂŽƌƉŽƌĂƚŝŽŶ͕
ŝƐĂ^ŵĂůůƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞ;^
ͿĐŽŶƐƵůƚŝŶŐĨŝƌŵ
ƚŚĂƚ ƐƉĞĐŝĂůŝǌĞƐ ŝŶ ƚƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ĂŶĚ
ƚƌĂŶƐƉŽƌƚĂƚŝŽŶ ƉůĂŶŶŝŶŐ ƐĞƌǀŝĐĞƐ͘ KƵƌ ƚĞĂŵ ŽĨ ϭϰ ĞŵƉůŽǇĞĞƐ͕ ůŽĐĂƚĞĚ ŝŶ ĂůŝĨŽƌŶŝĂ ĂŶĚ /ĚĂŚŽ͕ ŝƐ
ĐŽŵƉƌŝƐĞĚŽĨĞǆƉĞƌŝĞŶĐĞĚĞŶŐŝŶĞĞƌƐ͕ƉůĂŶŶĞƌƐĂŶĚ
ƐƚĂĨĨ ƚŚĂƚ ŚĂǀĞ ĞǆƚĞŶƐŝǀĞ ŬŶŽǁůĞĚŐĞ ŽĨ ƐƚĂŶĚĂƌĚƐ͕ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚŐƵŝĚĞůŝŶĞƐ͘dŚƌŽƵŐŚŽƵƌƉƌŽũĞĐƚ
ĞǆƉĞƌŝĞŶĐĞ͕ ǁĞ ĐĂŶ ĞĨĨĞĐƚŝǀĞůǇ ƉƌŽǀŝĚĞ ƚŚŽƌŽƵŐŚ
ĂŶĚ ĐŽŵƉƌĞŚĞŶƐŝǀĞ ƐĞƌǀŝĐĞƐ ĨŽƌ ŝŶŶŽǀĂƚŝǀĞ ƚƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ĂŶĚ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶ ƉůĂŶŶŝŶŐ ƐŽůƵƚŝŽŶƐ
ƚŽŵĞĞƚƚŚĞŶĞĞĚƐŽĨŽƵƌĐůŝĞŶƚƐ͕ƐƚĂŬĞŚŽůĚĞƌƐĂŶĚ
ƚŚĞĐŽŵŵƵŶŝƚǇ͘

ƚd:t͕ǁĞƉƌŝĚĞŽƵƌƐĞůǀĞƐŽŶƚŚĞŝŵƉŽƌƚĂŶĐĞŽĨƉƌŽĚƵĐŝŶŐƋƵĂůŝ ƚǇǁŽƌŬĂŶĚǁĞ ďĞůŝĞǀĞ ƚŚĂƚ ĐŽŶƚŝŶƵŽƵƐůǇ ƉƌŽĚƵĐŝŶŐ ƋƵĂůŝƚǇ ƉƌŽĚƵĐƚƐ ŝƐ ƚŚĞ ŵĂŝŶ ƌĞĂƐŽŶ ĐůŝĞŶƚƐ ŚĂǀĞĐŽŶƚŝŶƵĞĚƚŽƌĞƚƵƌŶƚŽd:tĨŽƌŽƵƌƐĞƌǀŝĐĞƐĨŽƌƚŚĞƉĂƐƚϭ ϯǇĞĂƌƐ͘/ƚŝƐŽƵƌ ďĞůŝĞĨ ƚŚĂƚ ĞǆĐĞůůĞŶĐĞ ĐŽŶƐŝƐƚƐ ŽĨ ŵŽƌĞ ƚŚĂŶ ũƵƐƚ Ă ƚƵƌŶŬĞǇ ƉƌŽĚƵĐƚ ƚŚĂƚ ŝƐ ŽŶĞ ĚŝŵĞŶƐŝŽŶĂů͖ǁĞƐƚƌŝǀĞƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞƉƌŽĚƵĐƚǁĞƉƌŽǀŝĚĞŝƐ ƚŚĞďĞƐƚƐŽůƵƚŝŽŶ ĨŽƌƚŚĂƚƉƌŽũĞĐƚ͕ĨŽƌƚŚĂƚĐůŝĞŶƚ͕ĂŶĚĨŽƌƚŚĂƚĂŐĞŶĐǇ͘/ŶŽƵƌ ůŝŶĞŽĨƚƌĂŶƐƉŽƌƚĂƚŝŽŶ ƉůĂŶŶŝŶŐĂŶĚƚƌĂĨĨŝĐĞŶŐŝŶĞĞƌŝŶŐĚĞƐŝŐŶǁŽƌŬ͕ƚŚĞƌĞ͛ƐĂŶĞǆƚƌĂŽ ƌĚŝŶĂƌǇĂŵŽƵŶƚŽĨ ƚŝŵĞ ǁŽƌŬŝŶŐ ĂŶĚ ĐŽŽƌĚŝŶĂƚŝŶŐ ǁŝƚŚ ůĞĂĚĞƌƐ ŽĨ ĚŝĨĨĞƌĞŶƚ ŽƌŐĂŶŝǌ ĂƚŝŽŶƐ ƐŽ ŝƚ͛Ɛ ŝ ŵ Ɖ Ğ ƌ Ă ƚ ŝ ǀ Ğ ƚ Ś Ă ƚ ǁ Ğ Ă ƌ Ğ Ă ů ů Ž Ŷ ƚ Ś Ğ Ɛ Ă ŵ Ğ Ɖ Ă Ő Ğ ͘ K Ƶ ƌ Đ Ž ƌ Ğ Ɖ ƌ ŝ Ŷ Đ ŝ Ɖ ů ĞƐ ĂŶĚ ĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐĐĂŶĞĂƐŝůǇďĞƐƵŵŵĞĚƵƉĂƐŽƵƌ
ϰ͛ƐƚŽ^ƵĐĐĞƐƐ͗

ĐĐŽƵŶƚĂďůĞʹd:t͛ƐĞǆƉĞƌŝĞŶĐĞŝŶƚŚĞŝŶĚƵƐƚƌǇŚĂƐůĞĚƵƐƚŽƵŶĚĞƌƐƚĂŶĚƚŚ Ğ ŝŶĚŝǀŝĚƵĂůƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌĞĂĐŚƉƌŽũĞĐƚƐŽǁĞĐĂŶŚĞůƉĂĐŚŝĞǀĞƉƌŽũĞĐƚŐŽĂůƐ͘tĞ ŵĞƚŝĐƵůŽƵƐůǇ ŽƵƚůŝŶĞ ƚĂƐŬƐ ĂŶĚ ŽƵƌ ĐĂƉĂďŝůŝƚŝĞƐ ƐŽ ǁĞ ĐĂŶ ĂƉƉƌŽ ƉƌŝĂƚĞůǇ ĂŶĚ ƌĞƐƉŽŶƐŝďůǇ ĂĚĚƌĞƐƐ ƚŚĞŵ ǁŚŝůĞ ƉƌŽǀŝĚŝŶŐ ƚƌĂŶƐƉĂƌĞŶĐǇ ĂŶĚ ŚĞůƉŝŶŐ ƚŽ ŵĂŶĂŐĞ ĞǆƉĞĐƚĂƚŝŽŶƐ͘

ĐĐĞƐƐŝďůĞʹd:tǀĂůƵĞƐǇŽƵƌƚŝŵĞĂŶĚƚŚĞƵƌŐĞŶĐǇŽĨǇŽƵƌƉƌŽũĞĐƚĚĞĂĚůŝŶ ĞƐ͘ tĞŚĂǀĞĂĚŽƉƚĞĚĂƌĞƐƉŽŶƐŝǀĞĐƵůƚƵƌĞƚŚĂƚĞŶĐŽƵƌĂŐĞƐƐƚĂĨĨƚŽď ĞĂǀĂŝůĂďůĞĨŽƌ ǇŽƵƌ ƉƌŽũĞĐƚ͘ KƵƌ ŬŶŽǁůĞĚŐĞĂďůĞ ƐƚĂĨĨ ĂƌĞ ĨĂƐƚ ƚŽ ƌĞƐƉŽŶĚ ĂŶĚ ĐĂŶ ĐŽŶƐŝƐƚĞŶƚůǇ ƉƌŽǀŝĚĞ ĂĐƚŝǀĞ ĐƵƐƚŽŵĞƌ ƐĞƌǀŝĐĞ ƚŽ ŚĞůƉ ŵŽǀĞ ǇŽƵƌ ƉƌŽũĞĐƚ͛Ɛ ƉƌŽ ŐƌĞƐƐ ĂŶĚ ĚĞǀĞůŽƉŵĞŶƚĨŽƌǁĂƌĚ͘

ĚĂƉƚĂďůĞʹd:tƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚƉƌŽũĞĐƚƐĐŽƉĞƐĐŚĂŶŐĞ͕ĂŶĚƚŚŝŶŐƐĐŽŵĞƵƉ ʹǁĞĂƌĞƉƌĞƉĂƌĞĚĨŽƌƚŚĂƚ͘tŚĞŶĐŚĂŶŐĞƐŽĐĐƵƌ͕ǁĞĂƌĞƌĞĂĚǇƚŽĂĚũƵƐƚƐĐŚĞĚƵůĞƐ͕ ƐŚŝĨƚƉƌŝŽƌŝƚŝĞƐ͕ŵŽĚŝĨǇƌŽůĞƐŽƌŵĂŬĞƉƌŽĐĞƐƐŝŵƉƌŽǀĞŵĞŶƚƐƚŽ ŚĞůƉĞŶƐƵƌĞƚŚĂƚ ǇŽƵƌƉƌŽũĞĐƚƐƚĂǇƐŽŶƚƌĂĐŬ͘

ƚƚŝƚƵĚĞʹd:t͛ƐƚĞĂŵƉŽƐƐĞƐƐĞƐĂŐƌĞĂƚĂƚƚŝƚƵĚĞĂŶĚƉŽƐŝƚŝǀĞŽƵƚůŽŽŬĨ ŽƌĂŶǇ ƉƌŽũĞĐƚ͘dŚŝƐŚĞůƉƐƚŽŵĂŝŶƚĂŝŶŽƵƌĐŽƌĞĐŚĂƌĂĐƚĞƌ͖ŚĂƉƉǇƉĞŽƉ ůĞĂƌĞƉƌŽĚƵĐƚŝǀĞ Ă Ŷ Ě Ě Ž Ƌ Ƶ Ă ů ŝ ƚ Ǉ ǁ Ž ƌ Ŭ ͘ t Ğ Ğ ǆ Ğ ƌ Đ ŝ Ɛ Ğ Ă Ś Ğ Ă ů ƚ Ś Ǉ ǁ Ž ƌ Ŭ Ͳ ů ŝ Ĩ Ğ ď Ă ů Ă Ŷ Đ Ğ ǁ ŚŝůĞ ĂůƐŽ ĐŽŵŵŝƚƚŝŶŐƚŽĞǀĞƌǇƉƌŽũĞĐƚĂŶĚƚĂƐŬ͘tĞĞŶũŽǇďƌĂŝŶƐƚŽƌŵŝŶŐƐŽ ůƵƚŝŽŶƐĨŽƌǇŽƵƌ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶƉůĂŶŶŝŶŐĂŶĚƚƌĂĨĨŝĐĞŶŐŝŶĞĞƌŝŶŐƉƌŽũĞĐƚƐĂŶĚĂƌ ĞĞǆĐŝƚĞĚƚŽƚĞĂŵ ƵƉǁŝƚŚǇŽƵ͘

^
Zs/
^WZKs/

dƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐĞƐŝŐŶ
dƌĂŶƐƉŽƌƚĂƚŝŽŶWůĂŶŶŝŶŐΘ
^ƚƵĚŝĞƐ
DƵŶŝĐŝƉĂůdƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ
^ƚƌĞĞƚ>ŝŐŚƚŝŶŐĞƐŝŐŶ
>ŽĐĂůZŽĂĚǁĂǇdƌĂĨĨŝĐĂůŵŝŶŐ

WZK:
dK&&/
>Kd/KE
ϵϴϰϭ/ƌǀŝŶĞĞŶƚĞƌƌ͘ηϮϬϬ
/ƌǀŝŶĞ͕ĂůŝĨŽƌŶŝĂϵϮϲϭϴ
dĞů͗ϵϰϵ͘ϴϳϴ͘ϯϱϬϵ
&Ăǆ͗ϵϰϵ͘ϴϳϴ͘ϯϱϵϯ

KZ'E/d/KEdzW

^ŵĂůůƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞ;^
Ϳ
^ŽƌƉŽƌĂƚŝŽŶ

>/&KZE//ZEhD
Z
ϭϬϬϬϬϱϯϯϴϯ

^d>/^,

ϮϬϭϬ

DW>Kz

^
ϭϰ

K&&/
>Kd/KE^
/ƌǀŝŶĞ͕ĂůŝĨŽƌŶŝĂ
EĂŵƉĂ͕/ĚĂŚŽ

D/EKEdd^
dŚŽŵĂƐ:͘tŚĞĂƚ͕W
͕d

KǁŶĞƌͬWƌŝŶĐŝƉĂů
ƚŚŽŵĂƐΛƚũǁĞŶŐŝŶĞĞƌŝŶŐ͘ĐŽŵ
ϵϰϵ͘ϵϱϲ͘ϴϯϮϬ

'ĞŶĞ<ŝŵ͕W
͕d

WƌŝŶĐŝƉĂů
ŶŐŝŶĞĞƌ
ŐĞŶĞΛƚũǁĞŶŐŝŶĞĞƌŝŶŐ͘ĐŽŵ
ϵϰϵ͘ϯϯϳ͘ϭϬϵϮ

EXHIBIT C - April 8, 2024
267

d:t
ŶŐŝŶĞĞƌŝŶŐ/ŶĐ͘^ƚĂƚĞŵĞŶƚŽĨYƵĂůŝĨŝĐĂƚŝŽŶƐ

Ϯ

KZ
^
Zs/
W/>/d/
^
dŚĞ ƉƌŽĨĞƐƐŝŽŶĂůƐ Ăƚ d:t ŚĂǀĞ ĚĞƐŝŐŶĞĚ ĂŶĚ ƉĞƌĨŽƌŵĞĚ ŚƵŶĚƌĞĚƐ Ž Ĩ ƚƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ĚĞƐŝŐŶ ƉůĂŶƐ ĂŶĚ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶƉůĂŶŶŝŶŐƐƚƵĚŝĞƐĨŽƌĂǀĂƌŝĞƚǇŽĨƉƌŝǀĂƚĞĂŶĚƉƵ ďůŝĐƐĞĐƚŽƌĐůŝĞŶƚƐŝŶĐůƵĚŝŶŐĂƌĐŚŝƚĞĐƚƐ͕ĐŝǀŝůĞŶŐŝŶĞĞƌƐ͕ ĐŽŵŵĞƌĐŝĂůĂŶĚƌĞƐŝĚĞŶƚŝĂůĚĞǀĞůŽƉĞƌƐ͕ƐĐŚŽŽůĚŝƐƚƌŝĐƚƐ͕ĐŽŵŵƵŶŝƚǇĂƐƐŽĐŝĂƚŝŽŶƐ͕ĐŝƚŝĞƐ͕ĐŽƵŶƚŝĞƐ͕ĂŶĚƉƵďůŝĐĂŐĞŶĐŝĞƐ͕ ŝŶĐůƵĚŝŶŐ ĂůƚƌĂŶƐ͘ d:t ŽĨĨĞƌƐ ŽƵƌ ĐůŝĞŶƚƐ ĞǆƉĞƌƚŝƐĞ ŝŶ ƚŚĞ ĨŝĞ ů Ě Ɛ Ž Ĩ d ƌ Ă Ĩ Ĩ ŝ Đ Ŷ Ő ŝ Ŷ Ğ Ğ ƌ ŝ Ŷ Ő ͕ d ƌ Ă Ĩ Ĩ ŝ Đ K Ɖ Ğ ƌ Ă ƚ ŝ Ž Ŷ Ɛ Ă Ŷ Ě dƌĂŶƐƉŽƌƚĂƚŝŽŶWůĂŶŶŝŶŐ͘tĞďĞůŝĞǀĞƚŚĂƚƚŚĞƐĞůĞĐƚŝŽŶŽĨŽƵƌŚ ŝŐŚůǇƋƵĂůŝĨŝĞĚƚĞĂŵŝƐŝŵƉĞƌĂƚŝǀĞŝŶŝŵƉůĞŵĞŶƚŝŶŐĂ ƉƌŽũĞĐƚĂƉƉƌŽĂĐŚƚŚĂƚŝƐƉƌŽǀĞŶĨŽƌƐƵĐĐĞƐƐ͘

dƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ
dƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ĚĞƐŝŐŶ ĂŶĚ
ŽƉĞƌĂƚŝŽŶĂůƐƚƵĚŝĞƐĂƌĞĂŵŽŶŐd:t͛Ɛ
ƐƉĞĐŝĂůƚŝĞƐ͘ d:t ƉƌŽǀŝĚĞƐ ĚĞƐŝŐŶ
ƉůĂŶƐ ĨŽƌ ĐŝƚŝĞƐ͕ ĚĞǀĞůŽƉĞƌƐ͕
ĞŶŐŝŶĞĞƌƐ͕ ĂŶĚ ĂƌĐŚŝƚĞĐƚƐ͕ ƚŚĂƚ
ŵĂŝŶƚĂŝŶ ƐŽƵŶĚ͕ ĐŽƐƚ ĞĨĨĞĐƚŝǀĞ
ƐŽůƵƚŝŽŶƐ ƚŽ ƚŚĞ ƉƌŝǀĂƚĞ ĂŶĚ ƉƵďůŝĐ
ƐĞĐƚŽƌĐůŝĞŶƚƐ͘

dƌĂŶƐƉŽƌƚĂƚŝŽŶWůĂŶŶŝŶŐ
KƵƌ ĞǆƚĞŶƐŝǀĞ ŬŶŽǁůĞĚŐĞ ŽĨ
ƚƌĂŶƐƉŽƌƚĂƚŝŽŶ ƉůĂŶŶŝŶŐ ƉƌŝŶĐŝƉůĞƐ ĂŶĚ
ďĞƐƚ ƉƌĂĐƚŝĐĞƐ ĐŽŵďŝŶĞĚ ǁŝƚŚ ŽƵƌ
ƚĞĐŚŶŝĐĂůŬŶŽǁͲŚŽǁĂůůŽǁƵƐƚŽƉƌŽǀŝĚĞ
ƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐƚŽĞŶŚĂŶĐĞŵŽďŝůŝƚǇ
ĂŶĚ ƋƵĂůŝƚǇ ŽĨ ůŝĨĞ ǁŚŝůĞ ĂƚƚĞŵƉƚŝŶŐ ƚŽ
ŵŝŶŝŵŝǌĞ ƉŽƚĞŶƚŝĂů ŝŵƉĂĐƚƐ ƚŽ ƚŚĞ
ĞŶǀŝƌŽŶŵĞŶƚ͘

DƵŶŝĐŝƉĂůdƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ
d:tŚĂƐǁŽƌŬĞĚǁŝƚŚŶƵŵĞƌŽƵƐƉƵďůŝĐ
ĂŐĞŶĐŝĞƐ ĂƐ ĂŶ ĞǆƚĞŶƐŝŽŶ ŽĨ ƐƚĂĨĨ
ƉƌŽǀŝĚŝŶŐ ƚƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ƐĞƌǀŝĐĞƐ
Ă ů ů Ž ǁ ŝ Ŷ Ő Ĩ Ž ƌ ƚ Ś Ğ Ă Ő Ğ Ŷ Đ Ǉ ƚ Ž ŵ Ğ Ğ ƚ ƚĞŵƉŽƌĂƌǇŝŶĐƌĞĂƐĞƐŝŶǁŽƌŬůŽĂĚŽƌƚŽ
ƐŽůŝĐŝƚ ĂŶ ĞǆƉĞƌƚ ŽƉŝŶŝŽŶ Žƌ ƐĞƌǀŝĐĞƐ
ĨƌŽŵd:t͘

d:tĂůƐŽƉƌŽǀŝĚĞƐĂĞƌŝĂůƉŚŽƚŽƐĞƌǀŝĐĞƐĨŽƌƉƌŽũĞĐƚƐǀŝĂƵŶŵĂŶŶ ĞĚĂĞƌŝĂůǀĞŚŝĐůĞ;hsͿŽƌĚƌŽŶĞƐ͘d:tŚĂƐƚŚƌĞĞ;ϯͿ &ůŝĐĞŶƐĞĚhsŽƉĞƌĂƚŽƌƐƚŚĂƚƵƚŝůŝǌĞĚƌŽŶĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞƐ ŽĨĐĂƉƚƵƌŝŶŐǀŝĚĞŽĨŽŽƚĂŐĞĂŶĚŝŵĂŐĞƐĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ ĚĂƚĂ ĐŽůůĞĐƚŝŽŶ Žƌ ƚŽ ŽďƚĂŝŶ Ă ďĞƚƚĞƌ ƵŶĚĞƌƐƚĂŶĚŝŶŐ ŽĨ ĞǆŝƐƚŝŶŐ ĐŽŶĚŝƚŝŽŶƐ ƐƵĐŚ ĂƐ ŐĞŽŵĞƚƌŝĐ ůĂǇŽƵƚƐ͕ ƚƌĂĨĨŝĐ ƉĂƚƚĞƌŶƐ͕ ƉĂƌŬŝŶŐ ŽĐĐƵƉĂŶĐǇ ĂŶĚ ŽƚŚĞƌ ƚƌĂĨĨŝĐ ĞŶŐŝŶĞĞƌŝŶŐ ƌĞůĂƚĞ Ě Ĩ Ž Ž ƚ Ă Ő Ğ ͘ W ƌ Ž ǀ ŝ Ě ŝ Ŷ Ő Ě ƌŽ Ŷ Ğ Ĩ Ž Ž ƚ Ă Ő Ğ Đ Ž Ƶ ů Ě ď Ğ ƚ Ś Ğ ŵŝƐƐŝŶŐƉŝĞĐĞƚŽŚĞůƉƉƌŽǀŝĚĞƚŚĂƚĞǆƚƌĂůĞǀĞůŽĨƐƚǇůĞ͕ĨůĂŝƌ ĂŶĚĂĚĚĞĚǀĂůƵĞƚŽǇŽƵƌƉƌŽũĞĐƚ͘
d:t
ŶŐŝŶĞĞƌŝŶŐ/ŶĐ͘ƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚƚŚĞĐŽƌĞŽĨĞǀĞƌǇƐƵĐĐĞƐƐĨƵůƉƌŽũĞĐƚŝƐůĂƌŐĞůǇďĂƐĞĚŽŶĐŽŵƉůĞƚŝŶŐƚŚĞĂƐƐŝŐŶĞĚ ƚĂƐŬ;ƐͿŽŶƐĐŚĞĚƵůĞ͕ǁŝƚŚŝŶďƵĚŐĞƚƚŽĞŶƐƵƌĞǀĂůƵĞƚŚƌŽƵŐŚĂƉƉƌŽƉƌŝĂƚĞƉůĂŶŶŝŶŐ͕ĐŽŵŵƵŶŝĐĂƚŝŽŶĂŶĚĞǆĞĐƵƚŝŽŶ͘d:t ĞŵďŽĚŝĞƐƚŚĞƐƚƌŽŶŐĐŽƌĞƉƌŝŶĐŝƉůĞƐƚŽƉƌŽǀŝĚĞƋƵĂůŝƚǇƐĞƌǀŝĐĞĂŶĚǁĞůŽŽŬĨŽƌǁĂƌĚƚŽďĞŝŶŐĂƐƵĐĐĞƐƐĨƵůƉĂƌƚŽĨǇŽƵƌ ƚĞĂŵ͘
dƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ
•dƌĂĨĨŝĐ^ŝŐŶĂůĞƐŝŐŶ •ZŽƵŶĚĂďŽƵƚĞƐŝŐŶ
•^ŝŐŶŝŶŐĂŶĚ^ƚƌŝƉŝŶŐĞƐŝŐŶ •tĂƌƌĂŶƚŶĂůǇƐŝƐ
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•dƌĂĨĨŝĐ^ŝŐŶĂůKƉĞƌĂƚŝŽŶƐ
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•WĂƌŬŝŶŐ^ƚƵĚŝĞƐ •ŝƌĐƵůĂƚŝŽŶŶĂůǇƐĞƐ
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ŶǀŝƌŽŶŵĞŶƚĂůŽĐƐ
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DƵŶŝĐŝƉĂůdƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ
•ŽŵŵƵŶŝƚǇdƌĂĨĨŝĐĂůŵŝŶŐ •WƵďůŝĐDĞĞƚŝŶŐƐ
•dƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐĞƐŝŐŶ •WƵďůŝĐKƵƚƌĞĂĐŚ
•dƌĂĨĨŝĐŶĂůǇƐŝƐ •^ƚĂĨĨDĂŶĂŐĞŵĞŶƚ
•WůĂŶŚĞĐŬƐ •ƵƐƚŽŵĞƌ^ĞƌǀŝĐĞ
•ZĞƉŽƌƚͬ^ƚƵĚǇZĞǀŝĞǁ
EXHIBIT C - April 8, 2024
268

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ATTACHMENT D

DRY UTILITY SCOPE & FEES

EXHIBIT C - April 8, 2024
269
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ϰ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚĂůůWůĂŶŚĞĐŬ&ĞĞƐ͕hƚŝůŝƚǇŽŵƉĂŶǇ&ĞĞƐ;ŝŶĐůƵĚŝŶŐĐŽƐƚƐĨŽƌ ƌĞĐŽƌĚŵĂƉƐͿ͕ĂŶĚĨĞĞƐƌĞůĂƚĞĚƚŽƉĞƌŵŝƚƐĂƌĞŶŽƚĂƉĂƌƚŽĨƚŚŝƐ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ͘ ϱ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐ^ĐŽƉĞǁŝůůďĞĨŽƌŽŶƐŝƚĞĂŶĚ͞WƌŽũĞĐƚĚũĂĐĞŶƚ͟ƌǇhƚŝůŝƚǇƚĂƐŬƐ ŽŶůǇ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĐŽƵƌƐĞŽĨƚŚĞWƌŽũĞĐƚ͕ŝƚŝƐĚĞƚĞƌŵŝŶĞĚƚŚĂƚŽĨĨƐŝƚĞĚƌǇ ƵƚŝůŝƚǇƐƚƵĚǇƚĂƐŬƐďĞǇŽŶĚƚŚĞƉƌŽũĞĐƚĂƌĞĂĂƌĞƌĞƋƵŝƌĞĚ͕ƚŚŽƐĞƚĂƐŬƐǁŝůůďĞŽŶĂ ƐĞƉĂƌĂƚĞƐĐŽƉĞ͘
ϲ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐĐŽǀĞƌƐƚŚŽƐĞƚĂƐŬƐƌĞƋƵŝƌĞĚƚŽĂĚĚƌĞƐƐƚŚĞ ůŽĐĂůƌǇhƚŝůŝƚǇŽŵƉĂŶŝĞƐ͖ƚŚŽƐĞďĞŝŶŐWŽǁĞƌ͕ŝƚǇ&ŝďĞƌ͕dĞůĞƉŚŽŶĞ͕ĂŶĚĂďůĞds͘ ϳ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐƐĐŽƉĞǁŝůůŶŽƚŝŶĐůƵĚĞƚĂƐŬƐƚŽƌĞůŽĐĂƚĞĂŶǇĞǆŝƐƚŝŶŐŽǀĞƌŚĞĂĚ ŽƌƵŶĚĞƌŐƌŽƵŶĚĚƌǇƵƚŝůŝƚŝĞƐƚŚĂƚŵĂǇďĞŝŶĐŽŶĨůŝĐƚǁŝƚŚƉƌŽƉŽƐĞĚŝŵƉƌŽǀĞŵĞŶƚƐĨŽƌƚŚĞ ƐŝƚĞ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶĂŶĚͬŽƌĐŽŶƐƚƌƵĐƚŝŽŶŽĨƚŚĞƐŝƚĞ͕ĂŶĞĞĚƚŽ ƌĞůŽĐĂƚĞĞǆŝƐƚŝŶŐƵŶĚĞƌŐƌŽƵŶĚĚƌǇƵƚŝůŝƚŝĞƐŽĐĐƵƌƐ͕ĂƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚ͘ ϴ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚĂůůƉĞƌŵŝƚƚŝŶŐǁŝůůďĞďǇŽƚŚĞƌƐ͘Z'/ǁŝůůĂƐƐŝƐƚǁŝƚŚĂŶǇ͞WůĂŶ ŚĞĐŬ͟ŝƚĞŵƐƌĞůĂƚĞĚƚŽƉĞƌŵŝƚƐ͖ŚŽǁĞǀĞƌ͕ƚŚĞĂĐƚƵĂůƉƌŽĐĞƐƐǁŝůůďĞďǇŽƚŚĞƌƐ͘ ϵ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐŝƐůŝŵŝƚĞĚƚŽŽŶĞĐŚĂŶŐĞŽĨƉůĂŶŶŝŶŐƉĞƌƐŽŶŶĞůĂƚĞĂĐŚƵƚŝůŝƚǇ ĐŽŵƉĂŶǇ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶŽĨƚŚĞƐŝƚĞ͕ŵŽƌĞƚŚĂŶŽŶĞĐŚĂŶŐĞŝŶ ƉůĂŶŶĞƌŽĐĐƵƌƐ͕ĂƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚĨŽƌƚŚŽƐĞƚĂƐŬƐ͘ ϭϬ͘/ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐƐĐŽƉĞǁŝůůŝŶĐůƵĚĞƵƉƚŽƚŚƌĞĞ;ϯͿďĂƐĞƵƉĚĂƚĞƐƉĞƌƉƌŽũĞĐƚ ƐĞŐŵĞŶƚ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶŽĨƚŚĞƐŝƚĞ͕ĂĚĚŝƚŝŽŶĂůďĂƐĞƵƉĚĂƚĞƐĂƌĞƌĞƋƵŝƌĞĚ͕Ă ƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚĨŽƌƚŚŽƐĞƚĂƐŬƐ͘
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EXHIBIT C - April 8, 2024
270
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WƌŽũĞĐƚWůĂŶŶŝŶŐĂŶĚƌǇhƚŝůŝƚǇĂƉĂĐŝƚǇƐƚƵĚŝĞƐʹ^ĐŚĞŵĂƚŝĐĞƐŝŐŶ^ĞŐŵĞŶƚ͗ ϭ͘ DĞĞƚǁŝƚŚƉƌŽũĞĐƚƚĞĂŵƚŽĞƐƚĂďůŝƐŚƐĐŚĞĚƵůĞƐ͕ĂƌĞĂƐŽĨĐŽŶĐĞƌŶ͕ƉƌŝŽƌŝƚŝĞƐ͕ĂŶĚĂĐƚŝŽŶ ŝƚĞŵƐ͘ƐƐŝƐƚĐůŝĞŶƚĂŶĚƉƌŽũĞĐƚƚĞĂŵǁŝƚŚĚŝƌĞĐƚŝŽŶŽĨƉƌŽũĞĐƚĨŽƌƌǇhƚŝůŝƚǇĂĐƚŝǀŝƚǇ͘ Ϯ͘ ZĞƐĞĂƌĐŚƚŚĞƉƌŽũĞĐƚĂƌĞĂƚŽĞƐƚĂďůŝƐŚƉŽŝŶƚƐŽĨĐŽŶŶĞĐƚŝŽŶĨŽƌĞĂĐŚĚƌǇƵƚŝůŝƚǇ͘DĞĞƚ ǁŝƚŚƚŚĞƉƌŽũĞĐƚƚĞĂŵƚŽŽďƚĂŝŶĞǆŝƐƚŝŶŐĐŽŵŵƵŶŝĐĂƚŝŽŶǁŝƚŚWŽǁĞƌ͕ůŽĂĚƐĨŽƌĞůĞĐƚƌŝĐĂů͕ ĂŶĚĂĚĚŝƚŝŽŶĂůƌĞƋƵĞƐƚƐĨŽƌůŽǁǀŽůƚĂŐĞ͘
ϯ͘ ŽŶĚƵĐƚŝŶŝƚŝĂůŵĞĞƚŝŶŐƐǁŝƚŚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞůƚŽĂĐƋƵĂŝŶƚƚŚĞŵǁŝƚŚƚŚĞƉƌŽũĞĐƚ ĂŶĚĞƐƚŝŵĂƚĞĚůŽĂĚƐͬƚŝŵŝŶŐ͘
ϰ͘ KďƚĂŝŶĞƐƚŝŵĂƚĞĚĚƌǇƵƚŝůŝƚǇůŽĂĚƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚƐƵďŵŝƚƐĂŵĞƚŽƌĞƐƉĞĐƚŝǀĞĚƌǇ ƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌ͞ŵĞƚŚŽĚŽĨƐĞƌǀŝĐĞ͟ƐƚƵĚŝĞƐĂŶĚƉŽƚĞŶƚŝĂů͞ƉŽŝŶƚƐŽĨ ĐŽŶŶĞĐƚŝŽŶ͟ĨŽƌƚŚĞƉƌŽũĞĐƚ͘
ϱ͘ ŽŽƌĚŝŶĂƚĞĂŶĚŵŽŶŝƚŽƌĞĂĐŚƵƚŝůŝƚǇĐŽŵƉĂŶǇ͛ƐƉƌŽŐƌĞƐƐĨŽƌƚŚĞŝƌƐĞƌǀŝĐĞĐĂƉĂĐŝƚǇĂŶĚ ŽďƚĂŝŶƌĞƐŽůƵƚŝŽŶŽŶƚŚŝƐŝƚĞŵ͘

WƌŽũĞĐƚWůĂŶŶŝŶŐĚƵƌŝŶŐƚŚĞĞƐŝŐŶĞǀĞůŽƉŵĞŶƚ^ĞŐŵĞŶƚ͗ ϭ͘ KďƚĂŝŶĂƐĞĨŝůĞƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚǁŽƌŬǁŝƚŚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞůĨŽƌŵŽƌĞ ĚĞĨŝŶĞĚůŽĐĂƚŝŽŶƐŽĨƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞĨĂĐŝůŝƚŝĞƐĨŽƌƚŚĞƉƌŽũĞĐƚ͘ Ϯ͘ ƐƐŝƐƚWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐǁŝƚŚƐƚƌƵĐƚƵƌĞƐŝǌŝŶŐĂŶĚǁŽƌŬŝŶŐ ĐůĞĂƌĂŶĐĞƐͬĂĐĐĞƐƐͬƐƚĂŐŝŶŐĨŽƌƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞŽŶƐŝƚĞĨĂĐŝůŝƚŝĞƐ͘ ϯ͘ 'ĞŶĞƌĂƚĞ͟͞ůĂǇŽƵƚƐĨŽƌďĂĐŬďŽŶĞŝŶĨƌĂƐƚƌƵĐƚƵƌĞŽŶ'ƌĞĂƚWĂƌŬƌŝǀĞĞǆƚĞŶƐŝŽŶ ĞĂƐƚĞƌůǇƚŽ,ĂǀĞŶ͘
ϰ͘ ĂƐĞĚŽŶŝŶƉƵƚĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐ͕ŐĞŶĞƌĂƚĞĂ͞ƌǇhƚŝůŝƚǇ ŽŵƉŽƐŝƚĞWůĂŶ͟ĨŽƌƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚƐďǇWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞů͘ ϱ͘ ĨƚĞƌhWƌĞǀŝĞǁƐ͕ƉƌŽǀŝĚĞƉůĂŶƐĂŶĚƌǇhƚŝůŝƚǇƵĚŐĞƚŽƐƚ ƐƚŝŵĂƚĞƐĨŽƌWƌŽũĞĐƚ
dĞĂŵƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚƐ͘
ϲ͘ ^ƵďŵŝƚƌǇhƚŝůŝƚǇƉĂĐŬĂŐĞƚŽWƌŽũĞĐƚdĞĂŵĂŶĚƌĞĂĐŚĐůŽƐƵƌĞŽŶƚŚĞƌǇhƚŝůŝƚǇ͞ĞƐŝŐŶ ĞǀĞůŽƉŵĞŶƚ͟ƐĞŐŵĞŶƚŽĨƚŚĞƉƌŽũĞĐƚ͘

ƌǇhƚŝůŝƚǇĞƐŝŐŶŽŽƌĚŝŶĂƚŝŽŶĚƵƌŝŶŐƚŚĞ͞ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚ͟^ĞŐŵĞŶƚ͗ ϭ͘ KďƚĂŝŶhƉĚĂƚĞĚĂƐĞĨŝůĞƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚĐŽŶǀĞƌƚƐĂŵĞƚŽ͞WŽǁĞƌͬŝƚǇ &ŝďĞƌͬ>ŽǁͲsŽůƚĂŐĞ͟ĨŽƌŵĂƚƐĨŽƌƐƵďŵŝƚƚĂůƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌtŽƌŬKƌĚĞƌ ĚĞƐŝŐŶƐƚŽďƌŝŶŐƐĞƌǀŝĐĞƐƚŽƚŚĞWƌŽũĞĐƚ͘/ŶĐůƵĚĞůĂǇŽƵƚƐĨŽƌĞǆƚĞŶƐŝŽŶŽĨ'ƌĞĂƚWĂƌŬ ƌŝǀĞƚŽ,ĂǀĞŶ͘
Ϯ͘ 'ĞŶĞƌĂƚĞĨŽƌŵƐŶĞĞĚĞĚďǇĞĂĐŚŽĨƚŚĞĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƉƌŽǀŝĚĞƐĂŵĞŝŶ ƐƵďŵŝƚƚĂůƉĂĐŬĂŐĞƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌǁŽƌŬŽƌĚĞƌĚĞƐŝŐŶƐ͘ ϯ͘ ZĞǀŝĞǁĂŶĚŵŽŶŝƚŽƌWƌŽũĞĐƚdĞĂŵ͛ƐƉůĂŶƐĂŶĚƉƌŽǀŝĚĞƵƉĚĂƚĞƐƚŽĚƌǇƵƚŝůŝƚŝĞƐĂƐƚŚĞ ƉůĂŶƐĂŶĚĚƌǇƵƚŝůŝƚǇǁŽƌŬŽƌĚĞƌƐƉƌŽŐƌĞƐƐƚŚƌŽƵŐŚƚŚĞŝƌĚĞƐŝŐŶŵŝůĞƐƚŽŶĞƐ͘ ϰ͘ KďƚĂŝŶ͞WƌĞůŝŵŝŶĂƌǇ͟ĚƌǇƵƚŝůŝƚǇĚĞƐŝŐŶƐĂŶĚƌĞǀŝĞǁƐĂŵĞǁŝƚŚW ƌŽũĞĐƚdĞĂŵ͘
ϱ͘ ^ƵďŵŝƚƵƉĚĂƚĞĚWƌĞůŝŵŝŶĂƌǇĞƐŝŐŶƉůĂŶƐƚŽƌǇhƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƌĞƋƵĞƐƚ&ŝŶĂů ĞƐŝŐŶƐ͘
ϲ͘ KďƚĂŝŶ&ŝŶĂůĞƐŝŐŶƐĂŶĚĂƉƉƌŽǀĂůĨŽƌƐĂŵĞ͘ZĞƋƵĞƐƚ&ŝŶĂů ŐƌĞĞŵĞŶƚƐͬŝŶǀŽŝĐŝŶŐͬĞĂƐĞŵĞŶƚƐĂƐŶĞĞĚĞĚƚŽƌĞĂĐŚĐůŽƐƵƌĞŽŶƚŚŝƐƐĞŐŵĞŶƚ͘ ϳ͘ WƌĞƉĂƌĞĨŽƌ͕ƉĂƌƚŝĐŝƉĂƚĞŝŶ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐĨƌŽŵŽŶĞ;ϭͿWƌĞͲdƌĞŶĐŚŵĞĞƚŝŶŐ ďĞƚǁĞĞŶWƌŽũĞĐƚŽŶƚƌĂĐƚŽƌĂŶĚƌĞƐƉĞĐƚŝǀĞĚƌǇƵƚŝůŝƚǇŝŶƐƉĞĐƚŽƌƐ͘ EXHIBIT C - April 8, 2024
271
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ŽŵƉŽƐŝƚĞƐWůĂŶƐΘ
ǆŚŝďŝƚƐ͗
ϭ͘ WƌĞƉĂƌĞ͕ĚĞƐŝŐŶ͕ĂŶĚĚŝƐƚƌŝďƵƚĞĂůůƉůĂŶƐĂŶĚĞǆŚŝďŝƚƐƌĞƋƵŝƌĞĚďǇƚŚĞƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐƚŽ ĐŽŽƌĚŝŶĂƚĞƚŚĞĚƌǇƵƚŝůŝƚŝĞƐʹďŽƚŚŽŶͲƐŝƚĞĂŶĚŽĨĨͲƐŝƚĞ͘ Ϯ͘ ŽŽƌĚŝŶĂƚĞĂŶĚƵƉĚĂƚĞŝǀŝůďĂƐĞĨŝůĞƐĨŽƌĂƌǇhƚŝůŝƚǇŽŵƉŽƐŝƚĞWůĂŶ͘ ϯ͘ WƌĞƉĂƌĞĂŶĚĚĞƐŝŐŶĂƉƌŽƉŽƐĞĚĚƌǇƵƚŝůŝƚǇĐŽŵƉŽƐŝƚĞƉůĂŶĨŽƌƚŚĞĐŽŽƌĚŝŶĂƚŝŽŶŽĨĂůůĚƌǇ ƵƚŝůŝƚŝĞƐǁŝƚŚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞĐŽŵƉĂŶŝĞƐ͘

ƌǇhƚŝůŝƚǇŽŶƐƚƌƵĐƚŝŽŶ^ƵƉƉŽƌƚ͗
ϭ͘ WƌĞƉĂƌĞĨŽƌ͕ƉĂƌƚŝĐŝƉĂƚĞŝŶ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐĨƌŽŵƉĂƌƚŝĐŝƉĂƚŝŽŶŝŶƌǇhƚŝůŝƚǇ ŽŶƐƚƌƵĐƚŝŽŶdĞĂŵŵĞĞƚŝŶŐƐĂƚĚŝƌĞĐƚŝŽŶŽĨůŝĞŶƚ͘/ƚŝƐĂŶƚŝĐŝƉĂƚĞĚƚŚĂƚZ'/͛Ɛ ŝŶǀŽůǀĞŵĞŶƚǁŝůůŶŽƚĞǆĐĞĞĚϯϬŚŽƵƌƐ͘
Ϯ͘ ƐƐŝƐƚWƌŽũĞĐƚdĞĂŵǁŝƚŚƌĞǀŝĞǁŽĨZ&/ŝƚĞŵƐĂŶĚŚĂŶŐĞKƌĚĞƌŝƚĞŵƐ͕ŝĨĂŶǇ͘ ϯ͘ ƐƐŝƐƚǁŝƚŚŝĚĞŶƚŝĨǇŝŶŐĚƌǇƵƚŝůŝƚǇƐĞƋƵĞŶĐŝŶŐĂŶĚƐĞƉĂƌĂƚĞŐƌŽƵƉƐǁŝƚŚŝŶĞĂĐŚĚƌǇƵƚŝůŝƚǇ ĐŽŵƉĂŶǇ͛ƐŽƉĞƌĂƚŝŽŶƐĚŝǀŝƐŝŽŶƐĂŶĚƌĞůĂƚĞĚƉƌŽĐĞĚƵƌĞƐƚŚĂƚĂƌĞŶĞĞĚĞĚĚƵƌŝŶŐĐŽŶƐƚ͘
K^d^hDDZz
Z ' / ǁŝůůƉƌŽǀŝĚĞƚŚŽƐĞƐĞƌǀŝĐĞƐĂƐŽƵƚůŝŶĞĚŝŶƚŚĞƌĞĨĞƌĞŶĐĞĚΗ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐΗŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚŝŶĚƵƐƚƌǇĂĐĐĞƉƚĞĚƐƚĂŶĚĂƌĚƐĂŶĚǁŝƚŚŝŶĂƚŝŵĞĨƌĂŵĞĂŐƌĞĞĚƵƉŽŶďĞƚǁĞĞŶZ'/ĂŶĚůŝĞŶƚ͘ &ĞĞƐĨŽƌƐĞƌǀŝĐĞƐǁŝůůďĞŽŶĂΗ&ŝǆĞĚ&ĞĞΗďĂƐŝƐŶŽƚƚŽĞǆĐĞĞĚƚŚĞĂŵŽƵŶƚƐůŝƐƚĞĚǁŝƚŚŽƵƚƉƌŝŽƌ ĂƵƚŚŽƌŝǌĂƚŝŽŶĨƌŽŵƚŚĞůŝĞŶƚ͘ŽƐƚƐĨŽƌZĞƉƌŽŐƌĂƉŚŝĐƐĂŶĚůŝĞŶƚͬKǁŶĞƌƌĞƋƵĞƐƚĞĚ ƌĞŝŵďƵƌƐĂďůĞƐǁŝůůďĞŝŶĂĚĚŝƚŝŽŶƚŽƚŚĞĨĞĞƐĨŽƌƐĞƌǀŝĐĞƐĂŶĚǁŝůůďĞĂƚ͞ĐƚƵĂůŽƐƚƐ͟ǁŝƚŚ ƌĞĐĞŝƉƚƐĂƚƚĂĐŚĞĚƚŽƚŚĞŵŽŶƚŚůǇŝŶǀŽŝĐŝŶŐĨŽƌĨĞĞƐŝĨĂĚĞƐŝŐŶĂƚĞĚZĞƉƌŽŐƌĂƉŚŝĐƐĨŝƌŵŝƐŶŽƚ ĞƐƚĂďůŝƐŚĞĚďǇƚŚĞůŝĞŶƚ͘

Zzhd/>/dz^dhzd^<^͗ &

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'ĞŶĞƌĂů^ĞƌǀŝĐĞƐʹdĞĂŵŵƚŐƐ;
Ɛƚ͘ϰϱŚŽƵƌƐͿ͗ Ψϴ͕ϭϬϬ͘ϬϬ ΨKƉĞŶ hWƌŽũĞĐƚWůĂŶŶŝŶŐʹ^^ĞŐŵĞŶƚ ͗ Ψϰ͕ϳϰϬ͘ϬϬ ΨKƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐ^ĞŐŵĞŶƚ ͗ Ψϯ͕ϳϲϬ͘ϬϬ ΨKƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐʹ^ĞŐŵĞŶƚͲKŶƐŝƚĞ͗ Ψϲ͕ϱϴϬ͘ϬϬ ΨKƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐʹWƵďůŝĐ^ƚ͘ʹKĨĨƐŝƚĞ͗ Ψϴ͕ϵϰϬ͘ϬϬ ΨKƉĞŶ ĂƐĞhƉĚĂƚĞƐ ͗ Ψϯ͕ϭϴϬ͘ϬϬ ΨKƉĞŶ ƌǇhƚŝůŝƚǇŽŶƐƚƌƵĐƚŝŽŶ^ƵƉƉŽƌƚƚĂƐŬƐ ͗ Ψϳ͕ϱϲϬ͘ϬϬ ΨKƉĞŶ &

DKhEd^͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͘͘ΨϰϮ͕ϴϲϬ͘ϬϬ ΨKƉĞŶ
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EXHIBIT C - April 8, 2024
272
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ϭ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚůŝĞŶƚǁŝůůƉƌŽǀŝĚĞƚŽZ'/ĂůůƉůĂŶƐ͕ĞǆŚŝďŝƚƐ͕ĂŶĚƌĞůĂƚĞĚĚŽĐƵŵĞŶƚƐ͕ ĞǆĐĞƉƚŝŶŐƉůĂŶƐͬĚŽĐƵŵĞŶƚƐĨƌŽŵƚŚĞƵƚŝůŝƚŝĞƐ͕ŶĞĐĞƐƐĂƌǇĨŽƌZ'/ƚŽƉĞƌĨŽƌŵŝƚƐƚĂƐŬƐ͘ Ϯ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚůŝĞŶƚǁŝůůƉƌŽǀŝĚĞƚŽZ'/ĂůůŶĞĐĞƐƐĂƌǇƵƉĚĂƚĞƐĂŶĚƉůĂŶƌĞǀŝƐŝŽŶƐ ĂƐƚŚĞǇŽĐĐƵƌĂŶĚǁŝůůŬĞĞƉZ'/ĂƉƉƌŝƐĞĚŽĨĂŶǇĐŚĂŶŐĞƐƚŽƚŚĞƉƌŽũĞĐƚ͘ ϯ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚĞƚĂƐŬƐŝŶĐůƵĚĞĚŝŶƚŚĞ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐǁŝůůŝŶĐůƵĚĞĂĐƚŝǀŝƚŝĞƐƵƉ ƚŽĂŶĚŝŶĐůƵĚŝŶŐƚŚĞĐŽŵƉůĞƚŝŽŶŽĨƌǇhƚŝůŝƚǇKĨĨƐŝƚĞ^ͬͬͬ^ƐĞŐŵĞŶƚƐĨŽƌƚŚĞ WƌŽũĞĐƚ͘Z'/ǁŝůůŐĞŶĞƌĂƚĞĂƐĞƌŝĞƐŽĨĚƌǇƵƚŝůŝƚǇĐŽŵƉŽƐŝƚĞƉůĂŶƐĨŽƌƌĞĨĞƌĞŶĐĞĂŶĚ ĐŽƐƚŝŶŐƉƵƌƉŽƐĞƐƐŚŽǁŝŶŐƚŚĞƉƌŽƉŽƐĞĚůĂǇŽƵƚƐŽĨĂůůĚƌǇƵƚŝůŝƚŝĞƐĨŽƌĞĂĐŚƐĞŐŵĞŶƚŽĨ ƚŚĞhŶĚĞƌƚĂŬŝŶŐ͘
ϰ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚĂůůWůĂŶŚĞĐŬ&ĞĞƐ͕hƚŝůŝƚǇŽŵƉĂŶǇ&ĞĞƐ;ŝŶĐůƵĚŝŶŐĐŽƐƚƐĨŽƌ ƌĞĐŽƌĚŵĂƉƐͿ͕ĂŶĚĨĞĞƐƌĞůĂƚĞĚƚŽƉĞƌŵŝƚƐĂƌĞŶŽƚĂƉĂƌƚŽĨƚŚŝƐ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ͘ ϱ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐ^ĐŽƉĞǁŝůůďĞĨŽƌŽŶƐŝƚĞĂŶĚ͞WƌŽũĞĐƚĚũĂĐĞŶƚ͟ƌǇhƚŝůŝƚǇƚĂƐŬƐ ŽŶůǇ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĐŽƵƌƐĞŽĨƚŚĞWƌŽũĞĐƚ͕ŝƚŝƐĚĞƚĞƌŵŝŶĞĚƚŚĂƚŽĨĨƐŝƚĞĚƌǇ ƵƚŝůŝƚǇƐƚƵĚǇƚĂƐŬƐďĞǇŽŶĚƚŚĞƉƌŽũĞĐƚĂƌĞĂĂƌĞƌĞƋƵŝƌĞĚ͕ƚŚŽƐĞƚĂƐŬƐǁŝůůďĞŽŶĂ ƐĞƉĂƌĂƚĞƐĐŽƉĞ͘
ϲ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐĐŽǀĞƌƐƚŚŽƐĞƚĂƐŬƐƌĞƋƵŝƌĞĚƚŽĂĚĚƌĞƐƐƚŚĞ ůŽĐĂůƌǇhƚŝůŝƚǇŽŵƉĂŶŝĞƐ͖ƚŚŽƐĞďĞŝŶŐWŽǁĞƌ͕ŝƚǇ&ŝďĞƌ͕dĞůĞƉŚŽŶĞ͕ĂŶĚĂďůĞds͘ ϳ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐƐĐŽƉĞǁŝůůŶŽƚŝŶĐůƵĚĞƚĂƐŬƐƚŽƌĞůŽĐĂƚĞĂŶǇĞǆŝƐƚŝŶŐ ƵŶĚĞƌŐƌŽƵŶĚĚƌǇƵƚŝůŝƚŝĞƐƚŚĂƚŵĂǇďĞŝŶĐŽŶĨůŝĐƚǁŝƚŚƉƌŽƉŽƐĞĚŝŵƉƌŽǀĞŵĞŶƚƐĨŽƌƚŚĞ ƐŝƚĞ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶĂŶĚͬŽƌĐŽŶƐƚƌƵĐƚŝŽŶŽĨƚŚĞƐŝƚĞ͕ĂŶĞĞĚƚŽ ƌĞůŽĐĂƚĞĞǆŝƐƚŝŶŐƵŶĚĞƌŐƌŽƵŶĚĚƌǇƵƚŝůŝƚŝĞƐŽĐĐƵƌƐ͕ĂƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚ͘ ϴ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚĂůůƉĞƌŵŝƚƚŝŶŐǁŝůůďĞďǇŽƚŚĞƌƐ͘Z'/ǁŝůůĂƐƐŝƐƚǁŝƚŚĂŶǇ͞WůĂŶ ŚĞĐŬ͟ŝƚĞŵƐƌĞůĂƚĞĚƚŽƉĞƌŵŝƚƐ͖ŚŽǁĞǀĞƌ͕ƚŚĞĂĐƚƵĂůƉƌŽĐĞƐƐǁŝůůďĞďǇŽƚŚĞƌƐ͘ ϵ͘ /ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐŝƐůŝŵŝƚĞĚƚŽŽŶĞĐŚĂŶŐĞŽĨƉůĂŶŶŝŶŐƉĞƌƐŽŶŶĞůĂƚĞĂĐŚƵƚŝůŝƚǇ ĐŽŵƉĂŶǇ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶŽĨƚŚĞƐŝƚĞ͕ŵŽƌĞƚŚĂŶŽŶĞĐŚĂŶŐĞŝŶ ƉůĂŶŶĞƌŽĐĐƵƌƐ͕ĂƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚĨŽƌƚŚŽƐĞƚĂƐŬƐ͘ ϭϬ͘/ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐƐĐŽƉĞǁŝůůŝŶĐůƵĚĞƵƉƚŽƚŚƌĞĞ;ϯͿďĂƐĞƵƉĚĂƚĞƐƉĞƌƉƌŽũĞĐƚ ƐĞŐŵĞŶƚ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞƐŝŐŶŽĨƚŚĞƐŝƚĞ͕ĂĚĚŝƚŝŽŶĂůďĂƐĞƵƉĚĂƚĞƐĂƌĞƌĞƋƵŝƌĞĚ͕Ă ƐĞƉĂƌĂƚĞƐĐŽƉĞǁŝůůďĞƉƌĞƉĂƌĞĚĨŽƌƚŚŽƐĞƚĂƐŬƐ͘
ϭϭ͘/ƚŝƐƵŶĚĞƌƐƚŽŽĚƚŚĂƚƚŚŝƐƐĐŽƉĞǁŝůůŝŶĐůƵĚĞĂŵĂǆŝŵƵŵŽĨŽŶĞ;ϭͿďŝͲǁĞĞŬůǇŵĞĞƚŝŶŐĂƐƉĂƌƚŽĨ 'ĞŶĞƌĂů^ĞƌǀŝĐĞƐĨŽƌĂƉĞƌŝŽĚŽĨƚǁĞůǀĞ;ϭϮͿŵŽŶƚŚƐ͘/ŶƚŚĞĞǀĞŶƚƚŚĂƚ͕ĚƵƌŝŶŐƚŚĞĚĞǀĞůŽƉŵĞŶƚ ŽĨƚŚĞƐŝƚĞ͕ĂĚĚŝƚŝŽŶĂůŵĞĞƚŝŶŐƐĂƌĞƌĞƋƵŝƌĞĚ͕ĂƐĞƉĂƌĂƚĞƐĐŽƉĞ ǁŝůůďĞƉƌĞƉĂƌĞĚĨŽƌƚŚŽƐĞƚĂƐŬƐ͘

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'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͗
ϭ͘ WƌĞƉĂƌĞĨŽƌ͕ĂƚƚĞŶĚ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐƌĞƐƵůƚŝŶŐĨƌŽŵWƌŽũĞĐƚdĞĂŵŵĞĞƚŝŶŐƐĂƚ ĚŝƌĞĐƚŝŽŶŽĨůŝĞŶƚĂŶĚWƌŽũĞĐƚdĞĂŵ͘Z'/͛ƐƉƌĞƐĞŶĐĞǁŝůůďĞŽŶĂŶ͞ƐEĞĞĚĞĚ͟ďĂƐŝƐ͘ Ϯ͘ ƐƐŝƐƚWƌŽũĞĐƚdĞĂŵǁŝƚŚŝƚĞŵƐĂŶĚͬŽƌŝƐƐƵĞƐƚŚĂƚĂƌĞĚƌǇƵƚŝůŝƚǇƌĞůĂƚĞĚďƵƚŶŽƚŶĞĐĞƐƐĂƌŝůǇ ǁŝƚŚŝŶƚŚĞ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ͘
EXHIBIT C - April 8, 2024
273
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ϙ

WƌŽũĞĐƚWůĂŶŶŝŶŐĂŶĚƌǇhƚŝůŝƚǇĂƉĂĐŝƚǇƐƚƵĚŝĞƐʹ^ĐŚĞŵĂƚŝĐĞƐŝŐŶ^ĞŐŵĞŶƚ͗ ϭ͘ DĞĞƚǁŝƚŚƉƌŽũĞĐƚƚĞĂŵƚŽĞƐƚĂďůŝƐŚƐĐŚĞĚƵůĞƐ͕ĂƌĞĂƐŽĨĐŽŶĐĞƌŶ͕ƉƌŝŽƌŝƚŝĞƐ͕ĂŶĚĂĐƚŝŽŶ ŝƚĞŵƐ͘ƐƐŝƐƚĐůŝĞŶƚĂŶĚƉƌŽũĞĐƚƚĞĂŵǁŝƚŚĚŝƌĞĐƚŝŽŶŽĨƉƌŽũĞĐƚĨŽƌƌǇhƚŝůŝƚǇĂĐƚŝǀŝƚǇ͘ Ϯ͘ ZĞƐĞĂƌĐŚƚŚĞƉƌŽũĞĐƚĂƌĞĂƚŽĞƐƚĂďůŝƐŚƉŽŝŶƚƐŽĨĐŽŶŶĞĐƚŝŽŶĨŽƌĞĂĐŚĚƌǇƵƚŝůŝƚǇƚŚĂƚǁŝůů ďĞƌĞƋƵŝƌĞĚƚŽďĞƵŶĚĞƌŐƌŽƵŶĚĞĚ͘
ϯ͘ ŽŶĚƵĐƚŝŶŝƚŝĂůŵĞĞƚŝŶŐƐǁŝƚŚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞůƚŽĂĐƋƵĂŝŶƚƚŚĞŵǁŝƚŚƚŚĞƉƌŽũĞĐƚ ĂŶĚĞƐƚŝŵĂƚĞĚůŽĂĚƐͬƚŝŵŝŶŐ͘
ϰ͘ ŽŽƌĚŝŶĂƚĞĂŶĚŵŽŶŝƚŽƌĞĂĐŚƵƚŝůŝƚǇĐŽŵƉĂŶǇ͛ƐƉƌŽŐƌĞƐƐĨŽƌƚŚĞŝƌƐĞƌǀŝĐĞĐĂƉĂĐŝƚǇĂŶĚ ŽďƚĂŝŶƌĞƐŽůƵƚŝŽŶŽŶƚŚŝƐŝƚĞŵ͘

WƌŽũĞĐƚWůĂŶŶŝŶŐĚƵƌŝŶŐƚŚĞĞƐŝŐŶĞǀĞůŽƉŵĞŶƚ^ĞŐŵĞŶƚ͗ ϭ͘ KďƚĂŝŶĂƐĞĨŝůĞƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚǁŽƌŬǁŝƚŚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞůĨŽƌŵŽƌĞ ĚĞĨŝŶĞĚůŽĐĂƚŝŽŶƐŽĨƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞĨĂĐŝůŝƚŝĞƐĨŽƌƚŚĞƉƌŽũĞĐƚ͘ Ϯ͘ ƐƐŝƐƚWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐǁŝƚŚƐƚƌƵĐƚƵƌĞƐŝǌŝŶŐĂŶĚǁŽƌŬŝŶŐ ĐůĞĂƌĂŶĐĞƐͬĂĐĐĞƐƐͬƐƚĂŐŝŶŐĨŽƌƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞŽĨĨƐŝƚĞĨĂĐŝůŝƚŝĞƐ͘ ϯ͘ 'ĞŶĞƌĂƚĞ͟͞ůĂǇŽƵƚƐĨŽƌďĂĐŬďŽŶĞŝŶĨƌĂƐƚƌƵĐƚƵƌĞŽŶ,ĂǀĞŶĨƌŽŵ'ƌĞĂƚWĂƌŬƚŽ

ƵĐĂůǇƉƚƵƐĂŶĚŽŶ
ƵĐĂůǇƉƚƵƐĨƌŽŵ,ĂǀĞŶǁĞƐƚĞƌůǇƚŽƌĐŚŝďĂůĚ͘
ϰ͘ ĂƐĞĚŽŶŝŶƉƵƚĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐ͕ŐĞŶĞƌĂƚĞĂ͞ƌǇhƚŝůŝƚǇ ŽŵƉŽƐŝƚĞWůĂŶ͟ĨŽƌƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚƐďǇWƌŽũĞĐƚdĞĂŵĂŶĚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞů͘ ϱ͘ ĨƚĞƌhWƌĞǀŝĞǁƐ͕ƉƌŽǀŝĚĞƉůĂŶƐĂŶĚƌǇhƚŝůŝƚǇƵĚŐĞƚŽƐƚ ƐƚŝŵĂƚĞƐĨŽƌWƌŽũĞĐƚ
dĞĂŵƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚƐ͘
ϲ͘ ^ƵďŵŝƚƌǇhƚŝůŝƚǇƉĂĐŬĂŐĞƚŽWƌŽũĞĐƚdĞĂŵĂŶĚƌĞĂĐŚĐůŽƐƵƌĞŽŶƚŚĞƌǇhƚŝůŝƚǇ͞ĞƐŝŐŶ ĞǀĞůŽƉŵĞŶƚ͟ƐĞŐŵĞŶƚŽĨƚŚĞƉƌŽũĞĐƚ͘

ƌǇhƚŝůŝƚǇĞƐŝŐŶŽŽƌĚŝŶĂƚŝŽŶĚƵƌŝŶŐƚŚĞ͞ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚ͟^ĞŐŵĞŶƚʹ,ĂǀĞŶ͗ ϭ͘ KďƚĂŝŶhƉĚĂƚĞĚĂƐĞĨŝůĞƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚĐŽŶǀĞƌƚƐĂŵĞƚŽ͞WŽǁĞƌͬŝƚǇ &ŝďĞƌͬ>ŽǁͲsŽůƚĂŐĞ͟ĨŽƌŵĂƚƐĨŽƌƐƵďŵŝƚƚĂůƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌtŽƌŬKƌĚĞƌ ĚĞƐŝŐŶƐƚŽĐŽŶǀĞƌƚƚŚĞĞǆŝƐƚŝŶŐĂĞƌŝĂůĨĂĐŝůŝƚŝĞƐƚŽƵŶĚĞƌŐƌŽƵŶĚĨĂĐŝůŝƚŝĞƐ͘ Ϯ͘ 'ĞŶĞƌĂƚĞĨŽƌŵƐŶĞĞĚĞĚďǇĞĂĐŚŽĨƚŚĞĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƉƌŽǀŝĚĞƐĂŵĞŝŶ ƐƵďŵŝƚƚĂůƉĂĐŬĂŐĞƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌǁŽƌŬŽƌĚĞƌĚĞƐŝŐŶƐ͘ ϯ͘ ZĞǀŝĞǁĂŶĚŵŽŶŝƚŽƌWƌŽũĞĐƚdĞĂŵ͛ƐƉůĂŶƐĂŶĚƉƌŽǀŝĚĞƵƉĚĂƚĞƐƚŽĚƌǇƵƚŝůŝƚŝĞƐĂƐƚŚĞ ƉůĂŶƐĂŶĚĚƌǇƵƚŝůŝƚǇǁŽƌŬŽƌĚĞƌƐƉƌŽŐƌĞƐƐƚŚƌŽƵŐŚƚŚĞŝƌĚĞƐŝŐŶŵŝůĞƐƚŽŶĞƐ͘ ϰ͘ KďƚĂŝŶ͞WƌĞůŝŵŝŶĂƌǇ͟ĚƌǇƵƚŝůŝƚǇĚĞƐŝŐŶƐĂŶĚƌĞǀŝĞǁƐĂŵĞǁŝƚŚWƌŽũĞĐƚdĞĂŵ͘ ϱ͘ ^ƵďŵŝƚƵƉĚĂƚĞĚWƌĞůŝŵŝŶĂƌǇĞƐŝŐŶƉůĂŶƐƚŽƌǇhƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƌĞƋƵĞƐƚ&ŝŶĂů ĞƐŝŐŶƐ͘
ϲ͘ KďƚĂŝŶ&ŝŶĂůĞƐŝŐŶƐĂŶĚĂƉƉƌŽǀĂůĨŽƌƐĂŵĞ͘ZĞƋƵĞƐƚ&ŝŶĂů ŐƌĞĞŵĞŶƚƐͬŝŶǀŽŝĐŝŶŐͬĞĂƐĞŵĞŶƚƐĂƐŶĞĞĚĞĚƚŽƌĞĂĐŚĐůŽƐƵƌĞŽŶƚŚŝƐƐĞŐŵĞŶƚ͘ ϳ͘ WƌĞƉĂƌĞĨŽƌ͕ƉĂƌƚŝĐŝƉĂƚĞŝŶ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐĨƌŽŵŽŶĞ;ϭͿWƌĞͲdƌĞŶĐŚŵĞĞƚŝŶŐ ďĞƚǁĞĞŶWƌŽũĞĐƚŽŶƚƌĂĐƚŽƌĂŶĚƌĞƐƉĞĐƚŝǀĞĚƌǇƵƚŝůŝƚǇŝŶƐƉĞĐƚŽƌƐ͘
ƌǇhƚŝůŝƚǇĞƐŝŐŶŽŽƌĚŝŶĂƚŝŽŶĚƵƌŝŶŐƚŚĞ͞ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚ͟^ĞŐŵĞŶƚʹ ƵĐĂůǇƉƚƵƐ͗
ϭ͘ KďƚĂŝŶhƉĚĂƚĞĚĂƐĞĨŝůĞƐĨƌŽŵWƌŽũĞĐƚdĞĂŵĂŶĚĐŽŶǀĞƌƚƐĂŵĞƚŽ͞WŽǁĞƌͬŝƚǇ &ŝďĞƌͬ>ŽǁͲsŽůƚĂŐĞ͟ĨŽƌŵĂƚƐĨŽƌƐƵďŵŝƚƚĂůƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌtŽƌŬKƌĚĞƌ ĚĞƐŝŐŶƐƚŽĐŽŶǀĞƌƚƚŚĞĞǆŝƐƚŝŶŐĂĞƌŝĂůĨĂĐŝůŝƚŝĞƐƚŽƵŶĚĞƌŐƌŽƵŶĚĨĂĐŝůŝƚŝĞƐ͘ EXHIBIT C - April 8, 2024
274
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ϙ
Ϯ͘ ƐƐŝƐƚĚƌǇƵƚŝůŝƚǇƉĞƌƐŽŶŶĞůǁŝƚŚƌŝƐĞƌƉŽůĞůŽĐĂƚŝŽŶƐŽƌĞǆŝƐƚŝŶŐƐƚƌƵĐƚƵƌĞůŽĐĂƚŝŽŶƐĨŽƌƚŚĞ ƉƌŽƉŽƐĞĚƵŶĚĞƌŐƌŽƵŶĚŝŶŐ͘
ϯ͘ 'ĞŶĞƌĂƚĞĨŽƌŵƐŶĞĞĚĞĚďǇĞĂĐŚŽĨƚŚĞĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƉƌŽǀŝĚĞƐĂŵĞŝŶ ƐƵďŵŝƚƚĂůƉĂĐŬĂŐĞƐƚŽĚƌǇƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĨŽƌƚŚĞŝƌǁŽƌŬŽƌĚĞƌĚĞƐŝŐŶƐ͘ ϰ͘ ZĞǀŝĞǁĂŶĚŵŽŶŝƚŽƌWƌŽũĞĐƚdĞĂŵ͛ƐƉůĂŶƐĂŶĚƉƌŽǀŝĚĞƵƉĚĂƚĞƐƚŽĚƌǇƵƚŝůŝƚŝĞƐĂƐƚŚĞ ƉůĂŶƐĂŶĚĚƌǇƵƚŝůŝƚǇǁŽƌŬŽƌĚĞƌƐƉƌŽŐƌĞƐƐƚŚƌŽƵŐŚƚŚĞŝƌĚĞƐŝŐŶŵŝůĞƐƚŽŶĞƐ͘ ϱ͘ KďƚĂŝŶ͞WƌĞůŝŵŝŶĂƌǇ͟ĚƌǇƵƚŝůŝƚǇĚĞƐŝŐŶƐĂŶĚƌĞǀŝĞǁƐĂŵĞǁŝƚŚWƌŽũĞĐƚdĞĂŵ͘ ϲ͘ ^ƵďŵŝƚƵƉĚĂƚĞĚWƌĞůŝŵŝŶĂƌǇĞƐŝŐŶƉůĂŶƐƚŽƌǇhƚŝůŝƚǇĐŽŵƉĂŶŝĞƐĂŶĚƌĞƋƵĞƐƚ&ŝŶĂů ĞƐŝŐŶƐ͘
ϳ͘ KďƚĂŝŶ&ŝŶĂůĞƐŝŐŶƐĂŶĚĂƉƉƌŽǀĂůĨŽƌƐĂŵĞ͘ZĞƋƵĞƐƚ&ŝŶĂů ŐƌĞĞŵĞŶƚƐͬŝŶǀŽŝĐŝŶŐͬĞĂƐĞŵĞŶƚƐĂƐŶĞĞĚĞĚƚŽƌĞĂĐŚĐůŽƐƵƌĞŽŶƚŚŝƐƐĞŐŵĞŶƚ͘ ϴ͘ WƌĞƉĂƌĞĨŽƌ͕ƉĂƌƚŝĐŝƉĂƚĞŝŶ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐĨƌŽŵŽŶĞ;ϭͿWƌĞͲdƌĞŶĐŚŵĞĞƚŝŶŐ ďĞƚǁĞĞŶWƌŽũĞĐƚŽŶƚƌĂĐƚŽƌĂŶĚƌĞƐƉĞĐƚŝǀĞĚƌǇƵƚŝůŝƚǇŝŶƐƉĞĐƚŽƌƐ͘
ŽŵƉŽƐŝƚĞƐWůĂŶƐΘ
ǆŚŝďŝƚƐ͗
ϭ͘ WƌĞƉĂƌĞ͕ĚĞƐŝŐŶ͕ĂŶĚĚŝƐƚƌŝďƵƚĞĂůůƉůĂŶƐĂŶĚĞǆŚŝďŝƚƐƌĞƋƵŝƌĞĚďǇƚŚĞƵƚŝůŝƚǇĐŽŵƉĂŶŝĞƐƚŽ ĐŽŽƌĚŝŶĂƚĞƚŚĞĚƌǇƵƚŝůŝƚŝĞƐʹďŽƚŚŽŶͲƐŝƚĞĂŶĚŽĨĨͲƐŝƚĞ͘ Ϯ͘ ŽŽƌĚŝŶĂƚĞĂŶĚƵƉĚĂƚĞŝǀŝůďĂƐĞĨŝůĞƐĨŽƌĂƌǇhƚŝůŝƚǇŽŵƉŽƐŝƚĞWůĂŶ͘ ϯ͘ WƌĞƉĂƌĞĂŶĚĚĞƐŝŐŶĂƉƌŽƉŽƐĞĚĚƌǇƵƚŝůŝƚǇĐŽŵƉŽƐŝƚĞƉůĂŶĨŽƌƚŚĞĐŽŽƌĚŝŶĂƚŝŽŶŽĨĂůůĚƌǇ ƵƚŝůŝƚŝĞƐǁŝƚŚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞĐŽŵƉĂŶŝĞƐ͘

ƌǇhƚŝůŝƚǇŽŶƐƚƌƵĐƚŝŽŶ^ƵƉƉŽƌƚ͗
ϭ͘ WƌĞƉĂƌĞĨŽƌ͕ƉĂƌƚŝĐŝƉĂƚĞŝŶ͕ĂŶĚƌĞƐƉŽŶĚƚŽĂĐƚŝŽŶŝƚĞŵƐĨƌŽŵƉĂƌƚŝĐŝƉĂƚŝŽŶŝŶƌǇhƚŝůŝƚǇ ŽŶƐƚƌƵĐƚŝŽŶdĞĂŵŵĞĞƚŝŶŐƐĂƚĚŝƌĞĐƚŝŽŶŽĨůŝĞŶƚ͘/ƚŝƐĂŶƚŝĐŝƉĂƚĞĚƚŚĂƚZ'/͛Ɛ ŝŶǀŽůǀĞŵĞŶƚǁŝůůŶŽƚĞǆĐĞĞĚϯϬŚŽƵƌƐ͘
Ϯ͘ ƐƐŝƐƚWƌŽũĞĐƚdĞĂŵǁŝƚŚƌĞǀŝĞǁŽĨZ&/ŝƚĞŵƐĂŶĚŚĂŶŐĞKƌĚĞƌŝƚĞŵƐ͕ŝĨĂŶǇ͘ ϯ͘ ƐƐŝƐƚǁŝƚŚŝĚĞŶƚŝĨǇŝŶŐĚƌǇƵƚŝůŝƚǇƐĞƋƵĞŶĐŝŶŐĂŶĚƐĞƉĂƌĂƚĞŐƌŽƵƉƐǁŝƚŚŝŶĞĂĐŚĚƌǇƵƚŝůŝƚǇ ĐŽŵƉĂŶǇ͛ƐŽƉĞƌĂƚŝŽŶƐĚŝǀŝƐŝŽŶƐĂŶĚƌĞůĂƚĞĚƉƌŽĐĞĚƵƌĞƐƚŚĂƚĂƌĞŶĞĞĚĞĚĚƵƌŝŶŐĐŽŶƐƚ͘

EXHIBIT C - April 8, 2024
275
ϙ
ϙ
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Z ' / ǁŝůůƉƌŽǀŝĚĞƚŚŽƐĞƐĞƌǀŝĐĞƐĂƐŽƵƚůŝŶĞĚŝŶƚŚĞƌĞĨĞƌĞŶĐĞĚΗ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐΗŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚŝŶĚƵƐƚƌǇĂĐĐĞƉƚĞĚƐƚĂŶĚĂƌĚƐĂŶĚǁŝƚŚŝŶĂƚŝŵĞĨƌĂŵĞĂŐƌĞĞĚƵƉŽŶďĞƚǁĞĞŶZ'/ĂŶĚůŝĞŶƚ͘ &ĞĞƐĨŽƌƐĞƌǀŝĐĞƐǁŝůůďĞŽŶĂΗ&ŝǆĞĚ&ĞĞΗďĂƐŝƐŶŽƚƚŽĞǆĐĞĞĚƚŚĞĂŵŽƵŶƚƐůŝƐƚĞĚǁŝƚŚŽƵƚƉƌŝŽƌ ĂƵƚŚŽƌŝǌĂƚŝŽŶĨƌŽŵƚŚĞůŝĞŶƚ͘ŽƐƚƐĨŽƌZĞƉƌŽŐƌĂƉŚŝĐƐĂŶĚůŝĞŶƚͬKǁŶĞƌƌĞƋƵĞƐƚĞĚ ƌĞŝŵďƵƌƐĂďůĞƐǁŝůůďĞŝŶĂĚĚŝƚŝŽŶƚŽƚŚĞĨĞĞƐĨŽƌƐĞƌǀŝĐĞƐĂŶĚǁŝůůďĞĂƚ͞ĐƚƵĂůŽƐƚƐ͟ǁŝƚŚ ƌĞĐĞŝƉƚƐĂƚƚĂĐŚĞĚƚŽƚŚĞŵŽŶƚŚůǇŝŶǀŽŝĐŝŶŐĨŽƌĨĞĞƐŝĨĂĚĞƐŝŐŶĂƚĞĚZĞƉƌŽŐƌĂƉŚŝĐƐĨŝƌŵŝƐŶŽƚ ĞƐƚĂďůŝƐŚĞĚďǇƚŚĞůŝĞŶƚ͘

Zzhd/>/dz^dhzd^<^͗ &

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Ɛƚ͘ϯϱŚŽƵƌƐͿ͗ Ψϲ͕ϯϬϬ͘ϬϬ ΨKƉĞŶ hWƌŽũĞĐƚWůĂŶŶŝŶŐʹ^^ĞŐŵĞŶƚ ͗ Ψϯ͕ϰϭϬ͘ϬϬ ΨKƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐ^ĞŐŵĞŶƚ ͗ Ψϰ͕ϱϱϬ͘ϬϬ ΨKƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐʹK,ͬh'Ͳ,ĂǀĞŶ͗ Ψϲ͕ϱϴϬ͘ϬϬ Ψ KƉĞŶ hĞƐŝŐŶŽŽƌĚ͘dĂƐŬƐʹK,ͬh' ʹ
ƵĐĂůǇƉ͗͘ Ψϭϭ͕ϯϲϬ͘ϬϬ ΨKƉĞŶ
ĂƐĞhƉĚĂƚĞƐ ͗ Ψϯ͕ϭϴϬ͘ϬϬ ΨKƉĞŶ ƌǇhƚŝůŝƚǇŽŶƐƚƌƵĐƚŝŽŶ^ƵƉƉŽƌƚƚĂƐŬƐ ͗ Ψϲ͕ϯϯϬ͘ϬϬ ΨKƉĞŶ &

DKhEd^͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͙͘͘Ψϰϭ͕ϳϭϬ͘ϬϬ ΨKƉĞŶ
ĐŽƉǇŽĨZ'/͛Ɛ^ĐŚĞĚƵůĞŽĨ&ĞĞƐŝƐĂƚƚĂĐŚĞĚĂŶĚŝƐƚŽďĞĐŽŶƐŝĚĞƌĞĚĂƉĂƌƚŽĨƚŚŝƐĚŽĐƵŵĞŶƚ͘

Z Ğ Ɛ Ɖ Ğ Đ ƚ Ĩ Ƶ ů ů Ǉ ^ Ƶ ď ŵ ŝ ƚ ƚ Ğ Ě ͗ / Ŷ Ő ƌ Ğ Ğ ŵ Ğ Ŷ ƚ ͗ Z ' / h d / > / d z K E ^ h > d E d ^

ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ͺͺ ZŽďĞƌƚ,͘'ƌĞŐŽƌǇ
WƌŝŶĐŝƉĂů
Ɖƌŝůϭ͕ϮϬϮϰ
EXHIBIT C - April 8, 2024
276

FEE SCHEDULE
January 1, 2024 through December 31, 2024

CLASSIFICATION BILLING RATE PER HOUR

Principal $ 225.00

Senior Project Manager $ 205.00

Project Manager $ 185.00

Project Coordinator II $ 165.00

Project Coordinator I $ 150.00

Utility Coordinator $ 135.00

Cad Technician/Designer $ 125.00

Assist. Utility Coordinator $ 110.00

Administrative Assistant $ 95.00

Saturday / Sunday time will be charged at 1.5 times the standard billing rate per hour.

Reimbursables, unless stated otherwise, will be billed at “Actual Costs “ with receipts attached to billing.

Patricia L. Neely
Principal

EXHIBIT C - April 8, 2024
277

18 701 N. Parkcenter Drive, Santa Ana, CA 92705
www.tait.com | 714.560.8200

ATTACHMENT E

STRUCTURAL SCOPE & FEES

EXHIBIT C - April 8, 2024
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ͲϮ͘ϬͲ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ^ƵƉƉŽƌƚ
WƌŽƉŽƐĂůĨŽƌ^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ͗
Ϯ͕ϳϮϬΨK&&^/d
&ŝǆĞĚ&ĞĞ͗ ϭϲ͘Ϭ
^ŚĂǁŶΛ/^
ĞŶŐŝŶĞĞƌƐ͘ĐŽŵ
dŚĞƐƚƌƵĐƚƵƌĂůƉƌŽũĞĐƚƐĐŽƉĞĐŽŶƐŝƐƚƐŽĨƚŚĞĨŽůůŽǁŝŶŐ͗ ϮϳϯϲϵsŝĂ/ŶĚƵƐƚƌŝĂ dĞŵĞĐƵůĂ͕ϵϮϱϵϬ ϵϱϭ͘ϲϬϬ͘ϬϬϯϮ
/ŶŶŽǀĂƚŝǀĞ^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘;ĚďĂ͗/^
^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌƐͿ
WƌĞƉĂƌĞƐƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌŝŶŐĚŽĐƵŵĞŶƚƐĨŽƌƐŝƚĞƐƚƌƵĐƚƵƌĞƐĨŽƌƉĂƌŬŝŵƉƌŽǀĞŵĞŶƚƐ͘ ǆĐůƵĚĞƐďƵŝůĚŝŶŐƐƚƌƵĐƚƵƌĞƐ͘
KĨĨƐŝƚĞƐƚƌƵĐƚƵƌĞƐ͗^ƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌŝŶŐƐƵƉƉŽƌƚ
KŶƐŝƚĞƐƚƌƵĐƚƵƌĞƐ͗^ŝƚĞǁĂůůƐ͕ĐƵůǀĞƌƚǁĂůůƐ͕ƉĞĚĞƐƚƌŝĂŶďƌŝĚŐĞƌĞƚĂŝŶŝŶŐǁĂůůƐ;ĞǆĐůƵĚĞƐĂďƵƚŵĞŶƚͿ͕ůŝŐŚƚƉŽůĞĨŽŽƚŝŶŐƐ͕ƐŝŐŶĨŽŽƚŝŶŐƐ͕ǁĂůůƐ͕ ĨĞŶĐĞƐ͕ƚƌĞůůŝƐĞƐ͕ƉůĂǇŐƌŽƵŶĚĞƋƵŝƉŵĞŶƚĨŽŽƚŝŶŐƐ͕ŐĂƚĞƐ͕ŐƵĂƌĚƌĂŝůƐ͕ĞůĞǀĂƚĞĚǁŽŽĚĚĞĐŬƐ͕ŝŶĨŽƌŵĂƚŝŽŶƐďŽĂƌĚƐ͕ŽƵƚĚŽŽƌĐůĂƐƐƌŽŽŵƚĂďůĞƐĂŶĚ 'ƌĂŶĚWĂƌŬ^ƚŽĨĨͲƐŝƚĞƐƚƌƵĐƚƵƌĞƐ
ϳϭϰ͘ϱϲϬ͘ϴϲϰϯ
^ŚĂǁŶ>ŽƚŚƌŽƉ͕W
͕^
͕
K
ĞƐĐƌŝƉƚŝŽŶ η
ǀĞŶƚƐ
Ɛƚ͘,ŽƵƌƐ
ƉĞƌ
ǀĞŶƚ dŽƚĂů
Ɛƚ͘,ŽƵƌƐ &ĞĞ
d/d
ϳϬϭE͘WĂƌŬĐĞŶƚĞƌƌŝǀĞ
^ĂŶƚĂŶĂ͕͕ϵϮϳϬϱ
ƐůŽĂŶΛdĂŝƚ͘ĐŽŵ
ĂǀŝĚ^ůŽĂŶ
DĂǇϰ͕ϮϬϮϰ
Ɖƌŝůϰ͕ϮϬϮϰ
KŶƚĂƌŝŽ'ƌĞĂƚWĂƌŬ
KŶƚĂƌŝŽ͕
KŶƚĂƌŝŽ'ƌĞĂƚWĂƌŬ
/ƚĞŵ
Ϯ͘ϭ ^ƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌŝŶŐůŝŵŝƚĞĚƐƵƉƉŽƌƚƐĞƌǀŝĐĞƐĂƐŶĞĞĚĞĚ ϭϲ͘Ϭ ΨϮ͕ϳϮϬ KE^/d
ͲϮ͘ϬͲ^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
/ƚĞŵ ĞƐĐƌŝƉƚŝŽŶ η
ǀĞŶƚƐ
Ɛƚ͘,ŽƵƌƐ
ƉĞƌ
ǀĞŶƚ dŽƚĂů
Ɛƚ͘,ŽƵƌƐ &ĞĞ
ĞƐŝŐŶhƉĚĂƚĞWŚĂƐĞ
Ϯ͘Ϯ ƚƚĞŶĚƌĞŵŽƚĞǀŝĚĞŽĐŽŽƌĚŝŶĂƚŝŽŶĐĂůůƐǁŝƚŚƚĞĂŵĚƵƌŝŶŐƚŚŝƐƉŚĂƐĞ ϰ͘Ϭ ΨϲϴϬ ^ƵďdŽƚĂůƐ͗ ϰ͘Ϭ ϲϴϬΨ ĞƐŝŐŶĞǀĞůŽƉŵĞŶƚWŚĂƐĞ
Ϯ͘ϯ WƌĞƉĂƌĞĚĞƐŝŐŶĚĞǀĞůŽƉŵĞŶƚĚŽĐƵŵĞŶƚƐ Ϯϰ͘Ϭ Ψϰ͕ϬϴϬ ^ƵďdŽƚĂůƐ͗ Ϯϰ͘Ϭ ϰ͕ϬϴϬΨ ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐ
Ϯ͘ϰ WƌĞƉĂƌĞĐŽŶƐƚƌƵĐƚŝŽŶĚŽĐƵŵĞŶƚƐǁŝƚŚĐĂůĐƵůĂƚŝŽŶƐ ϭϬϬ͘Ϭ Ψϭϳ͕ϬϬϬ Ϯ͘ϱ ƚƚĞŶĚƌĞŵŽƚĞǀŝĚĞŽĐŽŽƌĚŝŶĂƚŝŽŶĐĂůůƐĚƵƌŝŶŐƚŚŝƐƉŚĂƐĞ ϴ͘Ϭ Ψϭ͕ϯϲϬ Ϯ͘ϲ ZĞƐƉŽŶĚƚŽƉůĂŶĐŚĞĐŬĐŽƌƌĞĐƚŝŽŶƐͬĐŽŵŵĞŶƚƐ ϴ͘Ϭ Ψϭ͕ϯϲϬ Ϯ͘ϳ ƚƚĞŶĚƉůĂŶĐŚĞĐŬŵĞĞƚŝŶŐǁŝƚŚũƵƌŝƐĚŝĐƚŝŽŶ Ϭ Ϭ͘Ϭ Ϭ͘Ϭ ǆĐůƵĚĞĚ
^ƵďdŽƚĂůƐ͗ ϭϭϲ͘Ϭ ϭϵ͕ϳϮϬΨ A
T
S
AT
O CF
E
AI
L FI O
NR
No. S5627
Exp. 6/30/2024
L
H
ET
SIGER
W
P
A
RED
R SEFO
N .D
G
O I
REEN
OSI N
LA
RHTO
NE
S P

STRUCT URAL
/^
ĞŶŐŝŶĞĞƌƐ͘ĐŽŵ
EXHIBIT C - April 8, 2024
279
WƌŽƉŽƐĂůĨŽƌ^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ͗ KŶƚĂƌŝŽ'ƌĞĂƚWĂƌŬ
ϯ͘ƐƐƵŵƉƚŝŽŶƐĂŶĚ
ǆĐůƵƐŝŽŶƐ͗
ϯ͘ϱ
ϯ͘ϭϬ
ϰ͘ZĂƚĞƐĨŽƌĚĚŝƚŝŽŶĂůŝůůĂďůĞ/ƚĞŵƐ͗
ϰ͘ϭ KǁŶĞƌͬWƌŝŶĐŝƉĂů
ŶŐŝŶĞĞƌ ƉĞƌŚŽƵƌ
ϰ͘Ϯ WƌŽũĞĐƚDĂŶĂŐĞƌ ƉĞƌŚŽƵƌ
ϰ͘ϯ ĞƐŝŐŶͬ&ŝĞůĚ
ŶŐŝŶĞĞƌ ƉĞƌŚŽƵƌ
ϰ͘ϰ ƌĂĨƚĞƌ ƉĞƌŚŽƵƌ
ϰ͘ϱ ĚĚΖůDĞĞƚŝŶŐƐ ŝůůĞĚ,ŽƵƌůǇ
ϰ͘ϲ ^ƚƌƵĐƚƵƌĂůKďƐĞƌǀĂƚŝŽŶƐ ŝůůĞĚ,ŽƵƌůǇ
ϰ͘ϳ ĚĚΖů^ŝƚĞsŝƐŝƚƐ ŝůůĞĚ,ŽƵƌůǇ
ϰ͘ϴ
ǆƉĞŶƐĞƐ͗
WƌŝŶƚŝŶŐͬŝƌĨĂƌĞͬZĞŶƚĂůĂƌͬ>ŽĚŐŝŶŐ ŽƐƚнŚŽƵƌůǇƌĂƚĞ
ϯ͘ϭϭ KƉŝŶŝŽŶŽĨƉƌŽďĂďůĞĐŽƐƚŝƐĞǆĐůƵĚĞĚ
ƌĐŚŝƚĞĐƚͬKǁŶĞƌƌĞǀŝƐŝŽŶƐĂƌĞĞǆĐůƵĚĞĚ͕ŝŶĐůƵĚŝŶŐĞǆĐĞƐƐŝǀĞƌĞǀŝƐŝŽŶƐĚƵƌŝŶŐĚĞƐŝŐŶϯ͘ϭϮ ϯ͘ϭϯ
ϯ͘ϭϰ
η
ǀĞŶƚƐ
Ɛƚ͘,ŽƵƌƐ
ƉĞƌ
ǀĞŶƚ dŽƚĂů
Ɛƚ͘,ŽƵƌƐ
ŽŶƐƚƌƵĐƚŝŽŶĚŽĐƵŵĞŶƚƐŝŶĐůƵĚĞƐĨŝŶĂůƐƚƌƵĐƚƵƌĂůĚĞƐŝŐŶĚŽĐƵŵĞŶƚƐǁŝƚŚĂůůƌĞůĞǀĂŶƚƐƚƌƵĐƚƵƌĂůŝŶĨŽƌŵĂƚŝŽŶƐŚŽǁŶĂŶĚƌĞĂĚǇĨŽƌ ũƵƌŝƐĚŝĐƚŝŽŶƌĞǀŝĞǁΘďŝĚ͘
ůŝĞŶƚǁŝůůƉƌŽǀŝĚĞĂƌĐŚŝƚĞĐƚƵƌĂůĂŶĚĐŝǀŝůďĂĐŬŐƌŽƵŶĚƐĚƌĂǁŝŶŐƐĨŽƌŽƵƌƵƐĞ ZĞǀŝƐŝŽŶƐĚƵĞƚŽĐŽĚĞĐŚĂŶŐĞŝƐĞǆĐůƵĚĞĚ
ZĂƚĞ
Ψϯϭϱ
ΨϮϬϱ
ŽŶƐƚƌƵĐƚŝŽŶĐŚĂŶŐĞƐŽƌƌĞƉĂŝƌƐĂƌĞĞǆĐůƵĚĞĚ
ƌĂǁŝŶŐƐǁŝůůďĞƉƌĞƉĂƌĞĚǁŝƚŚƚŚĞůĂƚĞƐƚƵƚŽĂĚƐŽĨƚǁĂƌĞ͘ZĞǀŝƚŝƐĞǆĐůƵĚĞĚƵŶůĞƐƐŶŽƚĞĚ͘ ϯ͘ϭϲ 'ĞŶĞƌĂůƉƌŽũĞĐƚŶŽƚĞƐΘŵĂƚĞƌŝĂůƐƉĞĐŝĨŝĐĂƚŝŽŶƐǁŝůůďĞƉƌŽǀŝĚĞĚĂƐƉĂƌƚŽĨƚŚĞƐƚƌƵĐƚƵƌĂůĚƌĂǁŝŶŐƐ͘WƌĞƉĂƌĂƚŝŽŶŽĨƉƌŽũĞĐƚďŽŽŬ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƌĞĞǆĐůƵĚĞĚƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůǇŶŽƚĞĚ͘
ϯ͘ϭϳ tĂƚĞƌƉƌŽŽĨŝŶŐƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ŵĞƚŚŽĚƐ͕ǁĂƚĞƌĐŽůůĞĐƚŝŽŶĚĞƚĂŝůƐ͕ƐůŽƉĞ͕ƐƚĞƉƐ͕ƐŝǌĞ͕ůŽĐĂƚŝŽŶƐĂŶĚŵĂƚĞƌŝĂůƐͬƚƌĞĂƚŵĞŶƚ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƌĞĞǆĐůƵĚĞĚ
Ψϭϱϱ
ΨϭϰϬ
ϯ͘ϭϴ &ŝƌĞƉƌŽŽĨŝŶŐƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ŵĞƚŚŽĚƐ͕ĚĞƚĂŝůƐ͕ůŽĐĂƚŝŽŶƐĂŶĚŵĂƚĞƌŝĂůƐͬƚƌĞĂƚŵĞŶƚƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƌĞĞǆĐůƵĚĞĚ dŚĞĨŽůůŽǁŝŶŐĂƌĞƌĂƚĞƐĨŽƌǁŽƌŬƉĞƌĨŽƌŵĞĚŽƵƚƐŝĚĞƚŚĞƐĐŽƉĞŽĨƚŚŝƐĐŽŶƚƌĂĐƚĂŐƌĞĞŵĞŶƚ͘ĨƚĞƌĐůŝĞŶƚĂƉƉƌŽǀĂů͕ĂůůĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐǁŝůůďĞ ŝŶǀŽŝĐĞĚďĂƐĞĚŽŶƚŚĞĂŵŽƵŶƚŽĨƚŝŵĞĂŶĚŵĂƚĞƌŝĂůƌĞƋƵŝƌĞĚ͘dŚĞƌĂƚĞƐĞǆƉŝƌĞĂƚƚŚĞĞŶĚŽĨĞĂĐŚĐĂůĞŶĚĂƌǇĞĂƌ͘ ZĂƚĞƐͲĚĚŝƚŝŽŶĂů^ĐŽƉĞ^ĞƌǀŝĐĞ
/ƚĞŵη ^ƚĂĨĨ
ϯ͘ϭϱ
/ƚĞŵ ĞƐĐƌŝƉƚŝŽŶ
KWd/KE>ͲĚĚůƚĞƌŶĂƚĞƐ;/&KďƐĞƌǀĂƚŝŽŶƐZĞƋƵĞƐƚĞĚďǇŝƚǇŽĨKŶƚĂƌŝŽͿ dŚĞƐĐŽƉĞĚĞƐĐƌŝďĞĚĂďŽǀĞŝƐƚŚĞƚŽƚĂůƐĐŽƉĞŽĨǁŽƌŬ͕ĂŶĚĂŶǇĂĚĚŝƚŝŽŶĂůǁŽƌŬͬƐĐŽƉĞǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐƚŽďĞ ƉĞƌĨŽƌŵĞĚŽŶĂƚŝŵĞͲĂŶĚͲŵĂƚĞƌŝĂůƐďĂƐŝƐ͘ƐƐƵŵƉƚŝŽŶƐĂŶĚĞǆĐůƵƐŝŽŶƐŝŶĐůƵĚĞ͕ĂƐůŝƐƚĞĚďĞůŽǁ͗ &ĞĞW
Zs/^/d
Ψϭ͕ϬϮϬ
ůŝĞŶƚ
ƉƉƌŽǀĞĚ
;zͬEͿ
Ϯ͘Ϯϱ ^ƚƌƵĐƚƵƌĂůĐŽŶƐƚƌƵĐƚŝŽŶŽďƐĞƌǀĂƚŝŽŶƐƉĞƌƐŝƚĞǀŝƐŝƚ;ŝĨƌĞƋƵĞƐƚĞĚͿ ϭ ϲ͘Ϭ ϲ͘Ϭ ŽŶƐƚƌƵĐƚŝŽŶĚŵŝŶŝƐƚƌĂƚŝŽŶ
Ϯ͘ϴ ZĞƐƉŽŶĚƚŽďŝĚĚĞƌƌĞƋƵĞƐƚĨŽƌŝŶĨŽƌŵĂƚŝŽŶ;Z&/ΖƐͿ Ϯ͘Ϭ ΨϯϰϬ Ϯ͘ϵ ZĞƐƉŽŶĚƚŽƌĞƋƵĞƐƚĨŽƌŝŶĨŽƌŵĂƚŝŽŶ;Z&/ΖƐͿ ϭϲ͘Ϭ ΨϮ͕ϳϮϬ Ϯ͘ϭϬ ZĞǀŝĞǁƐŚŽƉĚƌĂǁŝŶŐƐΘŵĂƚĞƌŝĂůƐƵďŵŝƚƚĂůƐ ϰ͘Ϭ ΨϲϴϬ Ϯ͘ϭϭ KǁŶĞƌͲƌĐŚŝƚĞĐƚͲŽŶƚƌĂĐƚŽƌ;KͿƐŝƚĞŵĞĞƚŝŶŐƐ Ϭ Ϭ͘Ϭ Ϭ͘Ϭ ΨͲ ^ƵďdŽƚĂůƐ͗ ϮϬ͘Ϭ ϯ͕ϳϰϬΨ KE^/d
&ŝǆĞĚ&ĞĞ͗ ϭϲϬ͘Ϭ Ϯϴ͕ϮϮϬΨ Ϯ͘ϭϮ ^ƚƌƵĐƚƵƌĂůĐŽŶƐƚƌƵĐƚŝŽŶŽďƐĞƌǀĂƚŝŽŶƐ Ϭ Ϭ͘Ϭ Ϭ͘Ϭ
ǆĐůƵĚĞĚĂƐĚĚůƚĞƌŶĂƚĞ
Ϯ͘ϭϯ WƌĞƉĂƌĞƌĞĐŽƌĚĚƌĂǁŝŶŐƐ Ϭ͘Ϭ
ǆĐůƵĚĞĚ
/^
ĞŶŐŝŶĞĞƌƐ͘ĐŽŵ
EXHIBIT C - April 8, 2024
280
WƌŽƉŽƐĂůĨŽƌ^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ͗ KŶƚĂƌŝŽ'ƌĞĂƚWĂƌŬ
ϵ͘/ŶǀŽŝĐŝŶŐΘWĂǇŵĞŶƚ^ĐŚĞĚƵůĞ͗
ϭϯ͘/ŶƐƵƌĂŶĐĞ͗
ϮϮ͘
ǆĞĐƵƚŝŽŶ͗

K
/ŶŶŽǀĂƚŝǀĞ^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘;ĚďĂ͗/^
^ƚƌƵĐƚƵƌĂů
ŶŐŝŶĞĞƌƐͿ

Wd
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EXHIBIT C - April 8, 2024
281
AGREEMENT made this 4 April 2024
BETWEEN Lighting Design Alliance , 2830 Temple Avenue, Long Beach, California 90806, hereinafter referred to as "Consultant",
AND SWA Group, 570 Glenneyre Street, Laguna Beach, Cali fornia 92651, hereinafter referred to as "Client".

For the following Project: City of Ontario GrDQG Park Phase 1 located in Ontario, California.

Consultant and Client agree as set forth below:

I. SCOPE OF WORK
The Scope of Work is based on the project areas as described below:

Scope of Areas
x 130 Acres
x Bridge over Archibald Avenue
x Dog Park
x Arroyo (4)
x Meadows (5)
x Farm Hub
x Active Turf (3)
x Orchards (2)
x Market Alley
x Food Truck Lot
x Playgrounds
x Educational Gardens
x Amphitheater
x House Lighting
x Internal Streets
x Pathways
x Parking Lots
x Landscape
x Signage (if not internally illuminated)
x Special features
x Decks and Trellises
x Entry Trellises
II. SCOPE OF SERVICES
A. Schematic Design

1. Consultant will develop lighting design solutions for the areas listed above and submit concept sketches describing these solutions for review and comment by the Architect.

2. Consultant will provide two (2) conceptual package submissions that will include:
lighting layouts (on backgrounds, provided by Architect), generic fixture symbols and descriptions, sketches to illustrate concep ts, custom fixtures and lighting control concepts.

3. Consultant will provide design meetings as outlined in Section V. Consultant Compensation.

4. Consultant will provide one (1) review of the design documents and details as prepared by the Architect and other consultants for compatibility of concept.

5. Consultant will assist with establishing estima te for the proposed lighting and provide one (1) cost estimate review.

B. Design Development

1. Based upon the approved design and cost estimate, Consultant will provide one (1) lighting package submission that will include the following: lighting plans, elevations, EXHIBIT D - April 8, 2024
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outline specifications, standard fixture detai ls, fixture schedule, cut sheets, control plans, and control schedules.

2. Consultant will communicate all lighting power requirements to the Electrical Engineers of record.

3. Consultant will provide documentation of all special lighting control requirements including lighting control zones and methods of operation. Dimming control equipment will be tailored to the design. Consultant will provide one (1) lighting controls submission.

4. Consultant will review the design and recommend lighting controls for compliance with local energy codes, if applicable. This does not include calculations or submissions; however, design must conform to the requirements. Energy code submission to plan check will be provided by the Electrical Engineer.

5. Consultant will provide coordination meetings as outlined in Section V. Consultant Compensation.

6. Consultant will provide one (1) review of do cuments as related to lighting prepared by the Architect, Landscape Architect and Electrical Engineer.

C. Construction Documents

1. Based on the previously approved design, Consultant will review and coordinate the preparation of the lighting plans. Consultant will provide technical specifications for all standard lighting fixtures and performance specifications for incorporation into the Construction Documents by the Architect, El ectrical Engineer, and/or the Contractor.

This will include a revised fixture schedule.

2. Consultant will provide two (2) lighting package submissions that will include a complete lighting system specification in draft form with details of all standard lighting elements, which will be included as an integral section in the Electrical Engineer’s specifications after review and approval by the Electrical Engineer.

3. Consultant will provide one (1) final revision to make design adjustments to ensure proper integration and coordination.

4. Consultant will provide coordination meetings as outlined in Section V. Consultant Compensation.

5. Consultant will provide two (2) reviews of fi nal documents prepared by the Architect and other Consultants as related to lighting.

D. Construction Administration

1. Consultant will provide one (1) review to assist the Architect in reviewing qualified bids for work covered by the Consultant’s design, fixture manufacturers, suppliers, etc.

2. Consultant will review any cost-saving alternates submitted during the bid selection period for functional capabilities, compatibility with the approved design, and compliance with recognized design standards. Contractor will provide the Consultant with working fixture samples (cord and plug) and point by point illuminance calculations for each lighting fixture alternate, for review and comment.

3. Consultant will provide two (2) Contractor submittal reviews, such as shop drawings and samples, for compliance with design concepts.

4. All code review and compliance is the sole responsibility of the Contractor and shall be reviewed by the Electrical Engineer.

5. Consultant will provide site visits as outlined in Section V. Consultant Compensation .

Site visits will be used to review installation, adjust for construction conflicts, targeting changes, and adjustments of fixtures where required.

6. Consultant will provide final site visits as outlined in Section V. Consultant Compensation, at the end of the project to aim all adjustable fixtures, provide punch lists, set controls (if required), verify design, and educate the client on the lighting system. Electrical lighting contractor will provide all necessary labor in accordance with all local and union labor requirements.

E. Work Not Included
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1. Consultant will not provide final working or s hop drawings of the custom light fixtures.

Consultant will review final shop drawings by others.

2. Consultant will not provide Electrical Engineering services including energy calculations, energy code submissions, emergency lighting, or emergency lighting calculations.

3. Consultant will not provide Structural Engineering services including pole footing calculations, wind loading calculations, or weight loading calculations.

4. Consultant will not provide Systems Integration services.

5. Consultant will not provide energy code acceptance testing and commissioning.

6. Consultant will not provide meetings or site visits other than those outlined. Additional meetings or site visits shall be formally requested and considered additional services.

7. Weekly coordination calls are not included.

8. LEED-related calculations and documentation are not included.

9. Emergency egress calculations, whether interior or exterior, are not included.

10. Theatrical or “Show Lighting” and controls design are not included.

11. Consultant will not provide design of adjacent street lighting,

12. Documentation in BIM (Revit) is not included.

13. Traffic Signal

14. Street Lighting on Archibald Avenue, Eucalyptus Avenue, Grand Park Street and Haven Avenue

15. Crosswalk Hazard Lighting

16. Buildings or Interiors.

F. Additional Services
If the Client requests services in addition to those specified above, or indicated as additional services within this contract, an amendment to this Agreement or a separate agreement will be necessary to cover such additional services. These may include the following:
x List of work not included as outlined above
x Mock-ups
x Cost Estimate
x Document language translation
x Insurance coverage above and beyond that already held x Technology products, services or software beyond that already held III. CONSULTANT'S RESPONSIBILITY
A. Consultant proposes to design a lighting system, recommend appropriate equipment and advise on conditions which may affect the project, which conform to the items listed below in paragraphs III-B through I.

B. Consultant shall collaborate with the Client and their consultants for the part of the project as described herein. Consultant shall not have any duties or responsibilities for any other part of the project.

C. Consultant shall endeavor to perform its work in character, sequence and timing so that it will be coordinated in accordance with the Project Schedule to be provided by the Client and accepted by Consultant at the time of the signing of this Agreement.

D. Consultant shall not be responsible for the acts or omissions of the Client, the Owner, the Client's or Owner's other consultants, the Cont ractor, or Subcontractors or any of their agents or employees, or any other person performing any of the work, manufacturers or shippers of equipment or users of the work.

E. It is understood by the Client that Consultan t is not an Electrical Engineer for the project.

F. Personnel supplied by Consultant will be deemed employees of Consultant and will not for any purpose be considered employees or agents of the Client. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction, and control, payment of salary, worker's compensation, disability benefits, and the like.

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G. Printed documentation takes precedence over other methods of communicating a recommendation and, unless otherwise marked, represents the official work of Consultant.

Once a recommendation has been delivered to Client, unless notified by Client within two (2) business days of receipt, Consultant will assume that it has been approved by Client and will be implemented.

H. It is understood and agreed by all the parties to this Agreement that time is of the essence.

I. Consultant represents that services shall be performed in accordance with the recognized professional standards of the International Association of Lighting Designers (IALD), the Illuminating Engineering Society (IES) and the American Institute of Architects (AIA).

IV. CLIENT'S RESPONSIBILITY
A. Documentation

1. The drawings, specifications, services, in formation, surveys and reports provided by the Client pertaining to the Project shall be furnished at the Client's expense, and Consultant shall be entitled to rely on the accuracy and completeness thereof. The Client shall furnish the required information and services and shall render decisions as expeditiously as necessary for the orderly pr ogress of Consultant's services and of the work.
a. The Client shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. b. It is the responsibility of the Client to have the necessary drawings furnished to Consultant in accordance with the aforementioned agreed upon Project Schedule.

2. The Client shall furnish to Consultant a co py of Estimates of Construction Cost as submitted to the Owner, bidding documents, bid tabulations, and Contract Documents (including Change Orders as issued) affecting Consultant's work.

3. It is the responsibility of Client and Client's other consultants to transpose onto final drawings all documentation and fixture types as designated by Consultant. Failure to do so will result in Client being charged sepa rately for any additional coordination time required to review documents.

B. Coordination

1. If the Client becomes aware of any fault or defect with respect to this part of the project or non-conformance with the Contract Document s, he shall give prompt written notice thereof to Consultant.

2. Failure of the Client to properly and promptly coordinate the work or to distribute necessary information as needed and available, which causes delay or changes in the lighting design work, through no fault of Consultant, will relieve Consultant of any obligation to meet project schedules, to the extent of the delay caused by the absence of available necessary information.

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V. CONSULTANT COMPENSATION
A. The Client shall compensate Consultant for th e Scope of Services as set forth herein, and the other Terms and Conditions of the Agreement as follows:

The fee will be a fixed fee of $180,000.00, not including reimbursable expenses. If selected, a signed copy of this proposal will be required prior to beginning any work.

Payments will be due in thirty (30) days after submission to Client. The following is a breakdown of the fee:

Phase Fee
Virtual
Meetings
Site
Visits
Final Site
Visits
Schematic Design $36,000.00 As Needed
Design Development $54,000.00 As Needed
Construction Documents $63,000.00 As Needed
Construction Administration $27,000.00 As Needed Up to 2 Up to 1 Total $180,000.00
B. The Client will be billed for services perform ed as described above. Additional services, including travel time, onsite time and reimbursable expenses will be billed as follows:

1. Rate Schedule:

Hourly Rate Daily - Domestic Daily - International
CEO & Founder/President $260.00 $2,000.00 $2,000.00
Vice President/Associate Principal $200.00 $1,600.00 $1,600.00 Senior Designer $175.00 $1,400.00 $1,500.00
Designer $120.00 $1,200.00 $1,500.00
Junior Designer $75.00 $1,200.00 $1,500.00
Computer Graphics Manager $130.00
Production Manager $115.00
Production Assistant $100.00
Administrative $65.00

2. Reimbursable Expenses:
a. Out of Pocket Expenses
1) Out-of-house reproduction costs shall be billed at actual cost. 2) In-house reproduction and plotting costs shall be billed as follows:

CAD plotting/bond $0.75 sq. ft.

CAD plotting/color bond $7.25 sq. ft.

B&W Letter copy/printing $0.15 ea.

B&W Tabloid copy/printing $0.28 ea.

Color Letter copy/printing $1.00 ea.

Color Tabloid copy/printing $1.50 ea.
3) Federal Express and courier services will be billed at actual cost. 4) Any out-of-pocket expenses shall be billed at actual cost. b. Purchases on behalf of the Client
1) Consultant shall submit written requests for approval by the Client for any individual expense in excess of two hundred fifty dollars ($250.00). 2) If Consultant is requested to make pu rchases on behalf of the client, a ten percent (10%) administrative fee will be added to the cost of the purchase price. Purchases may include lighting supplies, mock-up supplies, equipment, fixtures, etc.
3) Insurance coverage above and beyond that already held required and authorized by Client will be billed at actual cost.
4) Consultant reserves the right to request payment in advance for any purchases made on behalf of Client.

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c. Travel Expenses
1) Local travel by auto will be billed at the current Federal reimbursement rate per mile from portal to portal. Parking fees will be billed at actual cost. 2) All lodging, air travel and transportation will be billed at actual cost. 3) All air travel over four hours will be either first or business class fares. All
international travel requires a two (2) week minimum notice to Consultant.

3. Payment Terms
a. All fees invoiced will be net payments, payable in United States Dollars, and drawn on a United States bank or branch therein.
b. Any wire transfer fees or bank charges associated with payment will be covered solely by the Client.
c. All payments are net 30 days after receipt of invoice. d. If Client fails to pay Consultant within forty five (45) days after receipt and acceptance of Consultant's invoice, Consultant reserves the right to suspend services under this Agreement until the outstanding statements have been paid in full. At that time, Consultant may request a retainer prior to resuming services on behalf of Client.
e. Unpaid accounts may be charged interest at the legal rate commencing thirty days after the date of the invoice.

C. Consultant reserves the right to revise the h ourly contract rate schedule every twelve (12) months during the course of this project.

D. If Client has not signed and returned this Agreement to Consultant’s office within ninety (90) days, Consultant reserves the right to revise.

E. If the project is suspended for more than three (3) months or abandoned in whole or in part, Consultant shall be compensated for services performed to receipt of written notice from the Client of such suspension or abandonment, together with reimbursable expenses to date of suspension. If the project is resumed after being suspended for more than three (3) months, Consultant's compensation shall be subject to re-negotiation.

VI. ADDITIONAL SERVICES
It is understood that the Client will be charged for any additional time or expenses incurred as a result of authorized revisions or changes which materially affect the lighting design once the design development drawings have been approved by Client and Owner. Any additional services will be charged to the Client at the rates and terms set forth above. Additional time and/or expenses are incurred as a result of:

A. Making revisions in drawings, specifications or other documents when such revisions are inconsistent with approvals of instructions pr eviously given or which are necessitated by project conditions not made known to Consultant by the Client and are due to causes not solely within the control of Consultant.

B. Due to unknown pricing problems.

C. Revisions or changes made by the Owner during each phase of the project, or budget cuts during each phase of the project.

D. Revisions or changes necessary due to conflicts caused by unknown existing structural, electrical, plumbing or related conditions.

E. Revisions or changes to any item specified in the fixture schedule may materially affect the design concept. Any desired substitution of such items, for any reason, is subject to the written approval of Consultant.

F. Preparing to serve, or serving, as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding.

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VII. INSURANCE
Policy Limit
General Liability $2,000,000
x Aggregate $4,000,000
x Excess Liability/Umbrella $1,000,000
International General Liability $2,000,000
Automotive Liability $1,000,000
International Automobile Liability $1,000,000
Worker’s Compensation $1,000,000
Foreign Worker’s Compensation $1,000,000
Professional Liability (E&O) $2,000,000
x Aggregate $2,000,000
VIII. TERMINATION
This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the other. In the event of termination due to the fault of others th an Consultant, Consultant shall be paid compensation for services performed to termination date, including reimbursable expenses then due and all termination expenses.

IX. ARBITRATION AND GOVERNING LAW
All claims, disputes and other matters in question be tween the parties to this Agreement, arising out of or relating to this Agreement or the breach th ereof, may be decided by arbitration in accordance with the Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating to this Agreement, shall include, by consolidation joinder or in any other manner, any additional person not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by Consultant, the Client and any other person sought to be joined. Any consent to arbitration involving an additional person or persons shall not constitute consent to arbitration of any dispute not described therein or with any person not named or described therein. Th is Agreement to arbitrate and any agreement to arbitrate with an additional person or person duly consented to by the parties thereto shall be specifically enforceable under the arbitration laws of the State of California.

Notice of demand of arbitration shall be filed in writing with the other party to this agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim; dispute or other matter in question has arisen . In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof.

X. LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of th e Project to both the Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Consultant and Consultant’s officers, directors, partners, employees, shareholders, owners and subconsultants for any and all claims (including claims by third parties), losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Consultant and Consultant’s officers, directors, partners, employees, shareholders, owners and subconsultants shall not exceed $50,000.00, or the Consultant’s to tal fee for services rendered on this Project, whichever is greater (the “Limitation Amount”), and further, in no event shall the Limitation Amount exceed the amount of insurance proceeds actually avai lable to the Consultant for the claim at issue at EXHIBIT D - April 8, 2024
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the time of settlement or final judgment net of any and all expenses paid or incurred on the claim at issue, payments made or incurred in connection with other claims made against the Consultant, or any other circumstances which may reduce, impair, or eliminate the overall availability of such insurance to the Consultant. It is intended that this limitation apply to any and all liability or cause of action, including without limitation active and passive negligence, however alleged or arising, unless otherwise prohibited by law. The Client specifically agrees that it has had the opportunity to negotiate this Limitation of Liability clause and to accept or reject its inclusion herein.

XI. JURISDICTION
If any questions as to the interpretation or performance of this contract should arise, it is agreed by the parties hereto that this contract has been entered into in California and all the terms and conditions of this contract shall be bound by California law.

XII. HOLD HARMLESS
To the fullest extent permitted by law, Client and Consultant each shall indemnify, but not defend, the other party and the other party’s officers, director s, partners, employees, and representatives, from and against losses, damages, and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of the indemnifying party or any of the indemnifying party’s officers, directors, members, partners, agents, employees, or sub -consultants in the performance of services under this Agreement. If claims, losses, damages, and judgments are found to be caused by the joint or concurrent negligence of Client and Consultant, they shall be borne by each party in proportion to its negligence.

XIII. FORCE MAJEURE
Consultant shall not be liable for any delay or failure to perform under this Agreement if such delay or failure is caused by, or prohibited by, conditions of force majeure, including strikes, labor dispute, fire, breakdowns of commercial transportation, acts of God, acts or restraints of any government agency, or any similar such events which are beyond the reasonable control of Consultant.

XIV. OWNERSHIP OF DOCUMENTS
All drawings, descriptions, computations, sketches, test data, survey results, models, photographs, renderings, specifications and other material prepared by Consultant as instruments of service are and shall remain the property of Consultant whether the project for which they are made is executed or not.

They are not to be used on other projects or extensions to this project except by agreement in writing and with appropriate compensation to Consultant.

A.Document Retention: Two (2) years from project completion, suspension or abandonment, it is the Client’s and/or Owner’s responsibility to contact Consultant and make arrangements, at their cost, to take possession of all archiv ed project documentation. After that period, Consultant reserves the right to destroy all archived project documentation.

XV. PUBLICITY
Consultant shall be entitled to receive design credit on the title block of all drawings, on specifications, on construction signs, and on any published material about the project. Where credits are given, they shall include the name of "LIGHTING DESIGN ALLIANCE" as Lighting Consultants or Lighting Designers, with the project designer(s) name specified.

If additions, deletions, or changes to the final design occur, without the approval or involvement of Consultant, which materially alter the design concept and quality, Consultant retains the right of non- disclosure. The Client and Owners shall be so notified in writing.

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XVI. NON-OWNED COPYRIGHT MATERIAL
The Client acknowledges that Consultant’s design presentation and deliverables is intended for the Client’s use only and may include visual images, photographs or other forms of intellectual property to convey design character for which the Consultant does not own the copyright. Client agrees not to reproduce and/or otherwise distribute such materials, including distribution in-house or to affiliates or franchisees, without first obtaining the consent of th e copyright holder. The Client further agrees to defend, indemnify, and hold Consultant harmless from any claim or liability for copyright, trademark, or other intellectual property infringement which arises from actions of the Client. Consultant will assist the Client with obtaining rights to the copyrighted material, as an Additional Service, if so requested by the Client.

XVII. SUCCESSORS AND ASSIGNS
The Client and Consultant each binds themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants to this Agreement. Neither the Client nor Consultant shall assign, sublet or transfer thei r interest in this Agreement without the written consent of the other.

XVIII. EXTENT OF AGREEMENT
This Agreement represents the entire and integrated agreement between Consultant and the Client and supersedes all prior negotiations, representation or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Consultant and Client.

XIX. COMMENCEMENT OF WORK
Upon receipt of a signed copy of this Agreement, work on this project will commence in accordance with the agreed upon project schedule.

Agreed:
______________________
Charles Israel, Co-CEO & Founder
Lighting Design Alliance
2830 Temple Avenue
Long Beach,
California 90806
________________________
Stephen Rydzon, Principal
SWA Group
570 Glenneyre Street
Laguna Beach, California 92651
T – 562-989-3843
F – 562-989-3847
T – 949-497-5471
F – 949-494-7861
Date: Date:

EXHIBIT D - April 8, 2024
290

PROPOSAL FOR SIGNAGE AND WAYFINDING DESIGN
Ontario Grand Park
___________________________________________
April 4, 2024
EXHIBIT E - April 8, 2024
291
Ontario Grand Park 04.04.24 R S M D e s i g n

2
SUBMITTED TO:

Steve Ryzdon
SWA Landscape Group
T: 949.497.5471
[email protected]

PREPARED BY:

Kyle Richter
RSM Design
T 949.492.9479
[email protected]
[email protected]

___________________________________________
Project Overview
RSM Design is pleased to submit this architectural graphic design proposal to Steve Ryzdon, with SWA Landscape Group, for the Ontario Grand Park proj ect located in the City of Ontario, CA. In response to the request for a proposal, we have developed the following scope, phases, deliverables, fee structure, and terms for this project.

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3 ___________________________________________
Architectural Graphics Scope
The signage listed below will address the park si gnage within the park area map provided (see exhibit A) and will be the same kit-of-parts, with differentiation in color and/or pattern for each area for differentiation if required.

Public Realm Signage: (off-stie)
Please Note: Sign types within this scope area will be implemented through the ROW streets and roadways, some of which will cross outside of the park boundaries. • Primary vehicular directional
• Secondary vehicular directional
• Public parking identity / directional

Signage Not Included:
• Flexible wayfinding signage elements for temporary events • Street Name / Stop Sign / Regulatory Signage

Park Signage: (on-site)
• Primary entry identity monumentation (name and logo to be provided) • Feature overall project identity
• Entry plaza identity (name and logo to be provided)
• Public transportation trolley / transit identity
• Drop-off plaza identity / directional
• Bus / taxi / ride share pick up and drop off
• District / area identity and wayfinding
• Secondary amenity identity (farmer’s market area, amphitheater, playgrounds, picnic structures, lawn areas)
• Information kiosk / identity
• Bridge identity signage / wayfinding
• Pedestrian directional and wayfinding
• Pedestrian directory (map insert not included, by others) • Public restroom’s identity / directional
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4 • Rules and regulations signs
• Trailhead and trail network identity / directional
• Prototype interpretive/information signage (sign housing only – up to 3 sign sizes; educational information and final graphic layout / content not included)

Signage Not Included:
• Interior building signage
• Flexible wayfinding signage elements for temporary events • Tenant / F&B signage or guidelines
• Donor signage
• Temporary construction site barricade graphics

Please Note: For all signs indicated as “Pro totype” above, RSM Design will provide type and messaging standards. All final locations, quantities, and messaging for prototypical signs are to be completed by the selected signage fabricator.

Due to the limited information on program specifics, RSM Design has priced the signage design based on program information provided to date. If the program changes during the development of the project, RSM Design reserves the right to revise the scope and fees accordingly.

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Scope Items for Consideration

NOT A PART OF THIS PROPOSAL
The following scope items are not included in the overall base fees and can be supplied as an additional service if requested by the client team.

Project & Amenity - Naming & Logo Branding
Specialty Placemaking Graphics:
• Painted ground graphics / murals
• Sculptural feature placemaking elements
• Hardscape inset elements
• Banners
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5 Tenant Identity Sign Criteria Building Mounted
City Submittals

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Work Phases + Deliverables
RSM Design will provide the following phases, whether if the project is split into each element or as developed as a single project. The schedule durat ions below are based on a single project approach.

PHASE 1: DESIGN PHASE
Design Charette & Project Visioning
To kick off the signage and graphics design, a project reconnaissance meeting and design workshop will be held at the offices of the client or at the project site. This charette will enable the team at RSM Design to present initial vision, thoughts, and conceptual ideas and understand the design direction developed by team - working in concert with the client, architect, and consultants to ensure the highest level of design continuity, integr ation, and quality. The intended goal of the design charette will be to discuss initial approaches and visioning, present any initial graphic work, and establish the initial schematic graphic direction.

Data Collection / Code Review
RSM Design will investigate the project context, community, and local signage code to understand the unique characteristics of the project’s location. This may include looking into items such as ideal end users, local sign code restrictions, area demographic, project user, and site context character.

RSM Design will also collect all relevant site information and drawings from the project team or client including architectural drawings and initial design work, along with regional or local sign codes (to be provided by client) . Additionally, RSM Design will review with the client the project budget, construction phases, scope, and schedule.

In addition to this research, the team at RSM Design will:
• Collect all relevant site information and drawings from the project team or client including:
• Landscape and architectural drawings and initial design work • Regional or local sign codes (requested from and provided by client) • Written outline of project approach and objectives
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6 • Obtain and review with the client the project budget, construction phases, and time schedules
• Review preliminary architectural work or objectives with the project team and client to establish signage and graphics design directions
Design
Based on the research and the design charette with the project team, RSM Design will develop design directions and initial project design palette s for the specific elements listed in the above scope of services. Through the use of photographic images, unique references, and hand or computer-generated design sketches, this package will communicate the character and feeling of the graphics and signage. The intent of the presentation is to assist the project team to understand and approve the scope of services for the signage and wayfinding for further development within the subsequent phases of work.

Phase 1 Deliverables
• Narratives, images, and photographs that capture the essence of the project and reinforce the project vision – reference and character pages that convey the vision approaches to the project
• Preliminary location plans
• A maximum of two (2) different design directions will be developed with up to one (1) revision - these will include original design directions for the character and design approaches to the specific signs outlined in the scope. • The final deliverables will be compiled into a PDF 11 x 17 presentation / package Phase 1 Schedule
RSM Design respectfully requests an estimated 6 - 8 weeks for the completion of the design package after the mobilization fee is received, and a “kick-off” conversation or meeting is held with the project team. RSM Design shall not be responsible for delays outside of RSM Design's control.

PHASE 2: DESIGN DEVELOPMENT
After the completion of Phase 1 and the client’s written approval of the design phase package, along with their authorization to proceed, RSM Design will address any client comments in the design development phase. This phase will include close coordination of the proposed signage with the project consultant team to ensure that items su ch as lighting, electrical, and backing locations are met. The drawings will address preliminary design development and production design and include the following:
• Revised designs of approved signage direction; begin design intent bid set of drawings for all sign types showing dimensions, materials, paints, etc. • Finalized sign locations as coordinated with the project consultant team and approved by the client
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7 • Sign color, font, and material schedules
• Development of general outline specifications
The information contained in the final design intent package will be suitable for pricing and bidding by qualified signage fabricators, as well as the creation of shop drawings by the selected sign fabricator. The final package will show clearly the design aesthetic intent of all signs (conveying the intended design as seen from the exterior of the signs), but does NOT include full detailing of internal structure, engineering, foundations details, lighting specifications, venting, backing, attachments, etc. and is not intended for construction, but contains enough information for a fabricator to produce shop drawings.

Please note; The design development drawings in this final package are not for construction and as typical in the sign industry, the selected sign fabricator acts as the contractor for the signs and is to generate the final shop drawings for the actual production and fabrication of the signs. The selected sign fabricator is responsible for coordinating wi th local codes or requirements, sign engineering, structural requirements, and coordination elec trical, backing, venting, waterproofing, and all attachment methods. The drawings generated by RSM Design will show the visible design intent of each sign but will not address all internal struct ure and its coordination, backing and attachment methods, electrical, waterproofing, venting items, etc. – these will be the responsibility of the selected sign fabricator to work through these details in the shop drawing and fabrication phase.

Phase 2 Deliverables
• Final design development computer-generated drawings for each sign type outlined in the scope of services. These drawings will include sign form, dimensions, material call outs, type layouts, and color call outs; all necessary sign views will be included to convey the design intent
• Finalized sign location plans as coordinated with the project consultant team and approved by the client
• General outline specifications
• Preliminary signage cost estimate coordination with a sign fabricator • The final deliverables will be compiled into a PDF 11 x 17 presentation / package Phase 2 Schedule
RSM Design respectfully requests an estimated 8 w eeks for the completion of the design intent package after written authorization to proceed from design development is received from the client.

RSM Design shall not be responsible for delays outside of RSM Design's control.
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8 PHASE 3: FABRICATION OBSERVATION
Bidding Assistance
Based on the approved final package, RSM Design will provide a list of two or three qualified signage fabricator prospects for the production of shop dr awings, fabrication, and installation of the proposed signage and graphics. RSM Design will review any submitted qualification materials and interview, along with the client team, a selected short list of qualified fabricators. RSM Design will answer any bid questions received in writing in order to clarify any questions about the design intent.

RSM Design will be available for meetings to assist in the bidding process. The general contractor or client is responsible for coordinating the signage and graphics project bidding, fabrication, and implementation schedules with the sign fabricator.

Shop Drawing and Mock-Up Review
RSM Design will review and redline all shop drawings received within 10 business days of receipt.

Drawings must be received in one holistic package for review and not individual sign submissions.

The drawings will be reviewed for compliance with the original design intent, colors, materials, and compliance with the general specifications. RSM Design will also review and comment on all submitted material samples. RSM Design will not be responsible for shop drawings compliance with, and will not review for, local codes, structural integrity, nor items such as engineering and design of electrical, waterproofing, venting, material strengths, weights, and lighting specifications associated with the signs. RSM Design’s final package is for overall design aesthetics – the signage fabricator ultimately acts as the contractor for the si gns and will be responsible for the sign’s engineering, structure, foundations, venting, waterproofing, electrical, and lighting. Please note, RSM Design’s review are not the final directive to fabricate, and the client team or general contractor will be responsible for final sign off of all shop drawings and message schedules prior to fabrication.

Along with the client team, RSM Design will review signage mock-ups and the fabrication progress via photographs or appropriate scaled mockups to be mailed to RSM Studio for comment on the fabricator’s compliance with the design intent and general specifications.

Due to the uncertain amount of time in the bidding and fabrication coordination of the project. and / or assistance the client and signage fabricator will require, RSM Design will bill this effort at our hourly rates listed below until it reaches the “not to exceed” amount noted in the fee section. At that time, RSM Design will notify the client of completion of work or request additional hours to continue the coordination efforts.
• Up to 3 rounds of shop drawings will be reviewed within the fee listed below • Up to 2 rounds of review of material and paint spray outs / mockups which will be mailed to RSM Design studio for review
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9 Note; if on site punch walk and report is required, RSM would respectfully request an Additional Service to provide that scope and deliverable if requested by the client team.

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Clarifications
RSM Design has made the following clarifications when writing the proposal. • Logo Trademark: RSM Design relies on the client’s trademark attorney for any new name and logo trademark searches and providing any trademarks and copyrights for the final brand elements.
• Photography: Reference images used to convey the brand narrative are not used with permission of the original photographer and are used for internal reference purposes only.

Most images originating from the web, are used for "in-house" purposes only, and may not be used by the client or consultant teams for digital, print, or social media publication without prior written consent from the original source. The client will be responsible for obtaining the image usage rights should they want to publish any of the reference images. • Design Package Distribution: RSM Design assumes that all design packages prepared for this project are for internal review and internal distribution only. All other uses, including external or digital publication, are outside the original intent of the documents, and are not included in this proposal's scope and services.
• City Submittals: RSM Design’s base contract does not include meeting time, the preparation of, and submittal of special packages for City approvals and permitting. RSM Design does not manage the process nor submit applications for project signage variances or special area permits.
• Tenant Submittals: RSM Design’s base contract does not include the design of individual tenant identity signage, building mounted locations for all major tenant identities, tenant lease submittals, tenant storefront guidelines, tenant signage criteria, and tenant submittal review unless specified; RSM will not be responsible for obtaining tenant logo vector artwork from tenants.
• Deliverables: RSM Design’s base contract does not include the design of temporary construction and barricade graphics, directory maps, digital hardware and software specifications, highly rendered / presentation quality views of signage placed into architectural renderings, unless identified otherwise.
• Prototype Signage, Code Compliant Signage, & Message Schedules: As a cost savings to the client, RSM Design recommends prototype designs for indicated sign types within the scope. These prototype designs include guidelines for color, font, mounting, materials, etc.

RSM Design assumes the selected sign fabricator will document locations, quantities, and message schedules for the prototype signs. Prototype signs include, but are not limited to:
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10 will program all standard site regulatory sign locations (stop, yield, mph, accessible, pedestrian, etc.). Initial message schedules for non-prototype signs are generated with the client’s direct involvement and final message schedules will need client sign off prior to fabrication.
• Parking Signage: RSM Design assumes that all parking signage will be surface parking.

Parking garage signage is not included.
• Demolition Plans: RSM Design's contract does not include the preparation of the demolition plans for any existing signage on site. The contracted signage fabricator would be responsible to identify, remove and legally dispose of any signs the client wishes to be removed during the signage implementation process.
• Bid Documents: It is the responsibility of the selected sign fabricator to provide all final shop drawings for construction. Additionally, the selected sign fabricator needs to provide sign engineering, structure, backing, foundations, weights, venting, electrical, lighting, attachment details, and waterproofing. RSM Design does not “stamp” drawings for construction…. this is done by the selected sign fabricator. • Drawing / Specification Formats: RSM Design does not work within AutoCAD, Revit, BIM, and Bluebeam, and only provides specific file artwork formats generated with the latest Adobe Illustrator and Adobe InDesign CC software. Additionally, RSM Design generates all packages in 11’ x 17” or A3 JPG formatted PDF documents. RSM Design does not provide specifications in MasterFormat or MasterSpec, however, does provide sign industry standard general specification recommendations. If a client or architect requests AutoCAD (or other) files or drawing / specification formats other than what is specified above, than additional services will be needed and discussed prior to beginning the request. JPG formatted PDF files will be presented to the team for review and comment at each stage of work. RSM Design will not release the high-resolution original and final files, artwork, or production files until all outstanding payments have been received.

WOMEN BUSINESS ENTERPRISE (WBE)
RSM Design is a certified Women Business Enterpr ise (WBE) and is certified nationally by the National Women Business Owners Corporation. We hope our WBE status helps the projects’ diversity programs, requirements for minority subcontractors, and opportunities with local, state, and the federal government.

DESIGN USAGE + ACKNOWLEDGMENT
Original branding, logos, naming appr oaches, vision books, signage designs, and graphics generated for this project can only be used for this specific project and the specific location referenced in this proposal, and not for any other project developments. The Client will acknowledge design credit to RSM Design for the project as may be pertinent in architectural, engineering, interior design and/or graphic design publicity about the project, in social media, print brochures, project websites, and as may be appropriate, shall cite RSM Design on any formal credit plaque or project EXHIBIT E - April 8, 2024
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11 sign. Additionally, RSM Design will acknowledge t he client and consultant team on any self- promotion developed.

SIGNAGE + GRAPHICS COORDINATION
RSM Design will make all reasonable efforts to effectively coordinate the signage and graphics designs and locations with the project consultant team (architects, landscape architects, interior designers, civil engineers, lighting designers). RSM Design cannot be held responsible for the review of and approval of the different consultant’s documents for their correct and thorough integration of the signage and graphics. RSM Design will not assume management responsibilities or be the lead in directing this coordination of the other disciplines.

SPECIALTY CONSULTANTS
Should the final design intent of the signs r equire, RSM Design may suggest the assistance of specialty consultants such as a digital media cons ultant, specialty lighting designer, or structural engineer. With the client’s approval and at the client’s sole expense, RSM Design may retain special consultants to assist with the specified design issue.

MEETINGS
The meetings noted are for the duration of the project, regardless of how the project is split. If only one project element is awarded, the meetings will be renegotiated at that time.

The RSM Design team will attend the following meetings:
• Up to 20 virtual meetings / conference calls
• Up to 10 in-person meetings
All meeting and travel expenses are billed separat ely as a reimbursable expense. Additional meetings at the request of the client will be considered an additional service and billed at the hourly rates listed below.

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12
Professional Fees

PUBLIC REALM SIGNAGE
PHASE 1: DESIGN PHASE: $15,000
PHASE 2: DESIGN DEVELOPMENT: $11,000
PHASE 3: FABRICATION OBSERVATION: $9,000 (hourly, not to exceed)

PARK SIGNAGE
PHASE 1: DESIGN PHASE: $35,000
PHASE 2: DESIGN DEVELOPMENT: $30,000
PHASE 3: FABRICATION OBSERVATION: $18,000 (hourly, not to exceed) TOTAL: $118,000
PAYMENT + EXPENSES
RSM Design will invoice for percentages of project fees upon completion at each milestone phase work. JPG formatted PDF files will be presented to the team for review and comment at each stage of work. RSM Design will not release the high-resolution original and final files, artwork, or production files until all outstanding invoices have been received.

RSM Design bills for time, materials, and expenses for all projects. RSM Design's standard billing procedure is to provide itemized monthly invoices at the first of each month. Invoices are due net 30 days. RSM Design will make every effort to accommodate special billing requirements if necessary. RSM Design's hourly fee schedule is:

PRINCIPAL / DIRECTOR $235.00 PER HOUR
ASSOCIATE PRINCIPAL / SR. ASSOCIATE $200.00 PER HOUR
DESIGN / PRODUCTION $185.00 PER HOUR

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13 Please note, hourly rates are subject to change with notice.

For the purposes of calculating monthly charges, typical reimbursable expenses include, but are not limited to, the following:
• travel expenses
• in-house and external printing expenses
• parking and mileage at standard per diem rate established by federal government • postage / messenger / express shipping

These charges will be itemized in each monthly client invoice. Reimbursable expenses are defined as those actual expenditures incurred directly in conducting the project. These include but are not limited to the items listed above. Excessive reimbursable expenses would be considered an additional fee – these may include such items as professional renderings, photography, presentation models, purchasing of stock photos, excessive printing, and special presentation materials.

The above design fees are fixed fees (unless ot herwise stated) and additional fees will only be charged if requested by the client or if the sc ope and meetings agreed upon change. Any fee associated with requested additional work will be negotiated with the client prior to beginning. Any changes in scope, meetings, or deliverables m ay result in additional expenses, but this will be brought to the client’s attention prior to any work started.

PROJECT / CONTRACT DURATION
This contract duration will only be good for 12 months (for the design and documentation phases) from full execution and receipt of the mobilization fee. If this project extends beyond this time period, this contract will no longer be applicable and a new contract will be negotiated with the client for the extension of time.

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14 AGREEMENT
This proposal is good for 90 days from the date of iss uance. If this proposal is acceptable to you, please sign and date one copy and return it to us, whereupon this proposal will become a binding agreement in accordance with its terms.

___________________________________________ ____________________________________ Kyle Richter, Principal Date
RSM Design
ACCEPTED:

___________________________________________ ____________________________________ P r i n t N a m e T i t l e

___________________________________________ ____________________________________ Signature Date

Terms + Conditions
Conditions of Service
RSM Design is a design consultancy firm specializing in graphic des ign, project branding, and placemaking elements for the buil t environment. As such, RSM Design does not provide engineering, per mitting, or construction document ation. Billing shall be monthly in proportion to the percent complete of the design services with payment due thirty days after receipt by the Owner.

Additional Services
Revisions to the project may require additional service fees. Rev isions include changes in the extent of work, increased comple xity of any elements of the Project, changes made by the Client after an a pproval has been made on a specific stages of work, changes t o the phasing of the project with the additi on of additional packages needed, changes made to copy after approval of final proofs , changes made to the physical site after design work has been approved and any changes resulting in a change of Client Representative. Any work required to be performed beyond norma l hours or within a shorter time frame than previously agreed upon, as a result of unusual deadlines or as consequence of the C lient not meeting scheduled times for delivery of information, materials or approvals, shall be a charged at an additional fee. Should the RSM Design team be required to revise already comp leted portions of its work for the reasons listed below, the RSM Design team shall be entitled to additional fees to initiate the req uested changes:
• Owner initiated programmatic changes (ini tiated at any point in the design) • Owner initiated changes after approval of said work by the Owner requiring the RSM De sign team to revise work completed in a prior phase

Work Delays
Fees presume timely approvals and project des ign progression at a reasonable pace based on the overall schedule provided by the Client / Architect. Delays not caused by RSM Design may necessitate the reassignment of the team to other projects. A reexamina tion of fee and possible change order may be r equired to resume work. These delays will not delay or hold up any payments due to RS M Design. If RSM Design is put on hold for over ninety (90) days by the Client, RSM De sign reserves the right to renegotiate the professional service fees and may charge a reengagement fee. Thi s agreement may be terminated by either party at any time with or EXHIBIT E - April 8, 2024
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15 without cause by written notice. Termination shall be effective se ven (7) days after date of notice. Upon termination, all invo ices presented by RSM Design for services and expenses for periods pr ior to the date of termination shall become immediately due and payable. Balances left unpaid for 45 days are subject to suspens ion of all design work. Work shall resume only after outstandi ng balance is paid in full or satisfactory terms have been agr eed upon to in writing.1.5 % will be assessed on unpaid balances bey ond each full 30 day period. Failure of the Client to make payments to RSM Design under this Agreement shall be cause for terminati on. In the event of a suspension of services, RSM Design shall have no liability for any damages to Client incurred because of such suspension. Termination or suspension of serv ices by RSM Design shall in no way relieve the Client of compensating RSM Design f or services performed and expenses incurred to the date of termination.

Basic Services
The services to be provided by RSM Design for the Client shall be restricted to consultation, research, design, and supervision of the implementation and the overall coordination of the Client Proj ect. In addition, certain materials shall be prepared, including presentation materials, in order to descr ibe RSM Design’s intentions to the Client and any necessary artwork, drawings and specifications required to enable the design to be printed, fabricated or installed.

Description of Services
RSM Design is a graphic design and consulting firm and as such sha ll specify color, suggested materials, finishes and details f or the design elements that are to be constructed. RSM Design works closely with fabricators and installers on design details, and dep ends on their expertise for all decisions conc erning engineering, lighting requirements, loading calcu lations, safety considerations and installation techniques. The Client, Architect and general contr actor are responsible for reviewing shop drawings for all fabri cators to insure compliance with their standards. Un der no circumstances shall RSM Design act as or assume the responsibilities of a gene ral contractor. It is the Client’s responsibility to designate a c ontractor or request a sign fabri cator to act as a general contractor to complete this project.

Insurance / Liability
RSM Design carries a General Business Liability insurance poli cy, which includes Non-Owned and Hired Auto, with limits of $2,000,000 / $4,000,000 and a deductible of $1,000. The insurance policy shall be endorsed to name the Client and its affiliate s as additional insured. RSM Design shall pr ovide certificates of insurance to C lient, evidencing proof of insurance.

RSM Design will indicate proof of Valuable Papers and Recor ds Insurance, Professional Liability Insurance, and Workers’ Compensation Insurance. RSM carries standard Worker’s Compen sation Insurance and does not pr ovide a Waiver of Subrogation.

Any changes or upgrades to our insurance can be obtained at the request of the client and will be treated as a reimbursable exp ense.

Additional Services
Changes to the extent of the work, changes in the complexity of any element of the project, and any changes made after approval has been given for a specific stage of design, documentation or preparation of artwork will be billed to the client on a time and m aterials basis. Any additional design work or presentations beyond those described in the Scope of Work are considered additional servic es.

In the event that the client requires and authorizes RSM Design to perform services not included in this Scope of Work, RSM Des ign shall be compensated for time and materials in accordance with the fee and expense schedules listed above. RSM Design has limi ted our revisions to all submittals in this proposal to one single revision, subsequent changes and re visions shall be an additiona l service.

The Client shall appoint a sole Project Representative to act on the Client’s behalf with authorit y to provide design direction and approvals as necessary. If, at any phase after Concept Design, t he project team changes and de sign direction changes based on t he previous direction given, RSM Desi gn reserves the right to ask for additional services for these changes.

Design Ownership
All designs, drawings, branding logos, names, and documentation of the work performe d under this agreement is the exclusive property of RSM Design and shall be utilized only for the application to this project, and no other project. RSM Design reserve s the right to use any work produced for the Client as samples, which may be used or reproduced in any reasonable way for the marketi ng needs of RSM Design. The fee includes a sum fo r the assignment of rights to the Client to use the designs for all the purposes for which the work was commissioned. The rights will be transferred to the Client upon payment in full of all fees and reimbursable s. Any use of the designs by the Client other than those specified here, will require writt en permission. RSM Design shall retain all tangible property, including drawings, layout s, and other visual presentations in its file s for a period of five (5) years from the date of this Agreement. Upon expiration of this period, all materials will be destroyed unless Client provides a written request that they be retained.

Design Credit
The Client will acknowledge design credit to RSM Design for the pr oject as may be pertinent in architectural, engineering, inte rior design and/or graphic design publicity about the project, in soci al media, print brochures, project websites, and as may be appropriate, shall cite RSM Design on any formal credit plaque or project sign. Additionally, RSM Design will acknowledge the c lient and consultant team on any self-promotion developed.

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16 Risk of Usage
RSM Design will not conduct a search for tra demarks and service marks that may conflict with any graphics prepared by RSM Desig n and RSM Design makes no warranties regarding logos or other gr aphics. The Client assumes all risks related to the use of logos and graphics, including, without limit ation, the risk that the logos and graphics may infringe on the rights of others. Notwithstan ding the foregoing, Client shall indemnify and hold harmless RSM Design, if RSM Design produces any logos or graphic designs for this pr oject that may infringe on the proprietary rights of others.

Standard of Care
RSM Design shall perform its services consistent with the prof essional skill and care ordinarily provided by design consultants practicing in the same or similar locality under the same or similar circumstances. RSM Design shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.

Limitation of Liability
Client agrees to limit the liability of RSM Design, its principa ls, employees and subconsultants to Client and to all contracto rs and subcontractors on the Project, for any claim or action arising in tort, contract, or st rict liability, to the sum of$50,000 or RSM Design’s fee, whichever is greater. Client and RSM Design acknowl edge that this provision was expressly negotiated and agreed upon.

Sole Remedy
It is intended by the parties to this Agreement that RSM Design’ s services in connection with the Project shall not subject the RSM Design's individual employees, officers or directors to any personal legal exposure for the risks associated with this Project.

Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclu sive remedy, any claim, demand or suit shall be directed and/or a sserted only against the RSM Design, a California business entity, and not against any of the RSM Design's individ ual employees, officers or directors.

Waiver of Consequential Damages.

Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by law, neither the Client nor the R SM Design, their respective officers, direct ors, partners, employees, contractors or subconsultants shall be liable to the other o r shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or t o this Agreement. This mutual waiver of consequential damages shall incl ude, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputati on or any other consequential damages that either party may have incurred from any ca use of action including negligence, strict liability, breach of contract and breach of stri ct or implied warranty. Both the Client and the RSM Design shall require similar waivers of consequential damages pr otecting all the entities or persons named herein in all contra cts and subcontracts with others involved in this Project.

Dispute Resolution
Client agrees that in the event RSM Design institutes litigation to enforce or interp ret the provisions of this Agreement, such litigation is to be brought and adjudicated in the appropriate court in the county in which RSM Design’s principal place of business is lo cated, and Client waives the right to bring, try or remove such litigation to any other county or judicial district. (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the design or const ruction of the Project or following completion of the Projec t, Client and RSM Design agree that all di sputes between them arising out of or re lating to this Agreement shall be submitted to nonbonding mediation, unless that parties mutually agree otherwise. Client and RSM Desi gn further agree to include a similar mediation provision in a ll Agreements with independent contra ctors and consultants retained for the Project and to require all independent contract ors and consultants also to include a sim ilar mediation provision in all Agreeme nts with subcontractors, subconsultants, suppliers or fabricators so re tained, thereby providing for m ediation as the primary method for dispute resolution between the pa rties to those Agreements. (b) Subdivision (a) shall not preclude or limit RSM Design’s right to file an action for collection of fees if the amount in di spute is within the jurisdiction of the small claims court.
(c) Subdivision (a) shall not preclude or limit RSM Design’s right to record, perfect or enforce applicable mechanic’s lien or stop notice remedies.

No Guarantees or Warranties
RSM Design makes no warranty, either expr ess or implied, as to its findings, recomme ndations, plans, specifications, or profess ional advice except that the services were performed pursuant to genera lly accepted standards of professi onal practice in effect at the time of performance.

Governing Law
This Agreement shall be governed by and construed in accor dance with the laws of the State of California.

Entire Agreement
This Agreement contains the entire Agreement between Client and RSM Design relating to the Project and the provision of service s EXHIBIT E - April 8, 2024
306
Ontario Grand Park 04.04.24 R S M D e s i g n

17 for the Project. Any prior Agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both Client and RSM Design.

Waiver/Enforceability of Terms
RSM Design’s or Client’s waiver of any te rm, condition or covenant shall not constitut e the waiver of any other term, condition or covenant. RSM Design’s or Client’s waiver of any breach of this Agreement shall not constitute the waiver of any other breach o f the Agreement. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, voi d or unenforceable, the remaining provisions of this Agr eement shall be valid and binding on Client and RSM Design.

Assignment
Neither Client nor RSM Design shall assign this Agreem ent without the prior written consent of the other.

EXHIBIT E - April 8, 2024
307

BB&K (2023) Exhibit “B” PROFESSIONAL SERVICES AGREEMENT 46700.00100\40935195.1

EXHIBIT "B"

SCHEDULE OF SERVICES

May 21, 2024, to October 27, 2028

308

BB&K (2023) Exhibit “C” PROFESSIONAL SERVICES AGREEMENT 46700.00100\40935195.1

EXHIBIT "C"

COMPENSATION

NTE $5,972,996
309
Department: Financial Services
Prepared By: Cruz Torres
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Armen
Harkalyan
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 11
SUBJECT:

A PUBLIC HEARING TO CONSIDER A RESOLUTION REGARDING THE FORMATION OF THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 65 (FALLONCREST); ADOPTION OF A RESOLUTION DEEMING IT NECESSARY TO INCUR BONDED INDEBTEDNESS; AND INTRODUCTION OF AN ORDINANCE

LEVYING SPECIAL TAXES

CITY OF ONTARIO
Agenda Report
May 21, 2024
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council consider take the following actions:

A
.

Adopt a Resolution of Formation of Community Facilities District No. 65 (Falloncrest), proposing that the community facilities district be authorized to levy a special tax and proposing that an appropriations limit of the community facilities district be established; B
.

Adopt a Resolution deeming it necessary for the district to incur bonded indebtedness within Community Facilities District No. 65 (Falloncrest);
C
.

Adopt a Resolution calling a special election for City of Ontario Community Facilities District No. 65 (Falloncrest);
D
.

Adopt a Resolution declaring the results of the special election and directing the recording of a Notice of Special Tax Lien;
E
.

Introduce and waive further reading of an ordinance levying special taxes within City of Ontario Community Facilities District No. 65 (Falloncrest); and F
.

Adopt a Resolution authorizing the execution and delivery of an acquisition and funding agreem
ent with Lennar Homes of California, LLC, a California limited liability company.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
310
FISCAL IMPACT:

The use of Mello-Roos ﬁnancing in the Falloncrest residential development is
projected to generate approximately $430,266 per year, at buildout, to fund administrative fees and municipal services; and approximately $14.6 million in bond proceeds to be used to fund a portion of the public infrastructure improvements needed to serve the project.

Mello-Roos bonds
are not a direct obligation of the City and are paid from special taxes levied on each taxable parcel in the District; therefore, there is no ﬁscal impact to the General Fund from the issuance of Mello- Roos bonds. City Council approval will be required to process annual special tax levies in future years.

BACKGROUND & ANALYSIS:

The Mello-Roos Community Facilities Act of 1982 provides local government, with the consent from a majority of the property owners, the authority to establish community facilities districts for the purpose of levying special taxes to ﬁnance various kinds of public infrastructure facilities and municipal services. Under the Mello-Roos Act the initial steps in the formation of a community facilities district to ﬁnance public improvements and municipal services are to adopt resolutions decla
ring the intention to establish a community facilities district, authorize the levy of special taxes, and issue bonds. Accordingly, on April 16, 2024, the City Council approved Resolution No. 2024-017, a Resolution of Intention to establish City of Ontario Community Facilities District No. 65 (Falloncrest) and authorize the levy of special taxes; and Resolution No. 2024-018 decla
ring the City Council's intention to issue bonds for the district. The Resolution of Intention set the public hearing date for the regularly scheduled City Council meeting on May 21, 2024, to consider formation matters.

In the First Amended and Restated Agreement for the Financing and Construction of Limited Infrastructure Improvements to Serve an Easterly Portion of the New Model Colony ("First Amended and Restated Construction Agreement") between the City and NMC Builders, LLC, the City agreed to cooperate with the members of NMC Builders, LLC in the formation of community facilities districts to assist in the ﬁnancing of the public improvements included in the agreement. The Falloncrest project addresses the development is approximately 22.65 gross acres located south of Ontario Ranch Road, north of Grand Park Street, west of Broadway Avenue, and east of Archibald Avenue.

At build out, the project is expected to include 362 attached units.

Included, as part of the Resolution of Formation is the proposed Rate and Method of Apportionment of Special Tax for the District. Under the proposed Rate and Method of Apportionment, the portion of the maximum annual special tax rates which will be used to fund debt service payments on the bonds is ﬁxed and will not increase over time. As proposed, the amount of bonds authorized for the district ($60 million) is set intentionally higher than the current estimated bond amount (approximately $14.6 million) in order to allow future City Council, the option, without increasing the amount of the annual special taxes, to issue additional bonds to replace and/or construct new public infrastructure improvements in the future, or to fund municipal services. The term and structure of the Rate and Method of Apportionment of Special Tax for the Falloncrest project is consistent with those of previously adopted Rates and Methods of Apportionment for Ontario Ranch community facilities districts. This ensures that the special tax rates levied on all residential property owners in community facilities districts in Ontario Ranch are developed in a consistent and equivalent manner. In addition, under the provisions of the Mello- Roos Act, to ensure that home buyers are making an informed decision, all residential builders in the Ontario Ranch districts will be required to disclose the maximum annual special tax amount to 311
each homeowner before entering into a sales contract.

Attached are ﬁve Resolutions and an Ordinance. The ﬁrst attached Resolution establishes the community facilities district, with the rate and method of apportionment of special taxes and authorizes the levy of special taxes within the district. The second attached Resolution deeming it necessary to incur bonded indebtedness for the district. The third attached Resolution calls for a special landowner election to be held on May 21, 2024. The fourth attached Resolution declares the results of the election, including a statement from the City Clerk as to the canvass of ballots, and directs the recording of the Notice of Special Tax Lien. The attached Ordinance authorizes the levying of special taxes, and the ﬁnal attached, ﬁfth Resolution authorizes the execution and delivery of an acquisition and funding agreement with Lennar Homes of California, LLC. 312
4163-8900-2574.2
RESOLUTION NO. ________

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

CALIFORNIA, OF FORMATION OF CITY OF ONTARIO COMMUNITY
FACILITIES DISTRICT NO. 65 (FALLONCREST), PROPOSING THAT THE

COMMUNITY FACILITIES DISTRICT BE AUTHORIZED TO LEVY A

SPECIAL TAX AND PROPOSING THAT AN APPROPRIATIONS LIMIT OF

THE COMMUNITY FACILITIES DISTRICT BE ESTABLISHED
WHEREAS, on April 16, 2024, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Intention to Establish a Community Facilities District Proposed to be Named City of Ontario Community Facilities District No. 65 (Falloncrest) and to Authorize the Levy of a Special Tax Therein” (the “Resolution of Intention”), stating its intention to establish City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”), to authorize the Community Facilities District to levy a special tax within the Community Facilities District for the purpose of financing certain public facilities and services and setting the date for a public hearing to be held on the establishment of the Community Facilities District; and WHEREAS, pursuant to the Resolution of Intention, notice of said public hearing was published in the Inland Valley Daily Bulletin , a newspaper of general circulation published in the area of the Community Facilities District, in accordance with the Act; and WHEREAS, on this date, the City Council opened, conducted and closed said public hearing; and
WHEREAS, pursuant to the Resolution of Intention, each officer of the City who is or will be responsible for providing one or more of the proposed types of public facilities or services to be financed by the Community Facilities District was directed to study, or cause to be studied, the proposed Community Facilities District and, at or before said public hearing, file a report with the City Council containing a brief description of the public facilities and services by type that will in his or her opinion be required to adequately meet the needs of the Community Facilities District, and his or her estimate of the cost of providing such public facilities and services; such officers were also directed to estimate the fair and reasonable cost of the public facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid; and WHEREAS, said report was so filed with the City Council and made a part of the record of said public hearing; and
WHEREAS, at the hearing, the testimony of all persons for or against the establishment of the Community Facilities District, the extent of the Community Facilities District and the furnishing of the specified types of public facilities and services was heard; and
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WHEREAS, written protests against the establishment of the Community Facilities District, the furnishing of any specified type or types of facilities and services within the Community Facilities District or the levying of a specified special tax were not made or filed at or before said hearing by 50% or more of the registered voters, or six registered voters, whichever is more, residing within the territory proposed to be included in the Community Facilities District, or the owners of one-half or more of the area of land in the territory proposed to be included in the Community Facilities District and not exempt from the special tax; and
WHEREAS, there has been filed with the City Clerk of the City a letter from the Registrar of Voters of the County of San Bernardino indicating that no persons were registered to vote within the territory of the proposed Community Facilities District as of April 17, 2024, which demonstrates that 12 or more persons have not been registered to vote within the territory of the proposed Community Facilities District for each of the 90 days preceding the close of said public hearing; and
WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; and
WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53321 of the Act and in the resolution of formation to establish a community facilities district pursuant to Section 53325.1 of the Act, (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; and WHEREAS, the City and Lennar Homes of California, LLC (“Lennar”), have entered into the Deposit and Reimbursement Agreement, dated as of April 1, 2022 (the “Deposit Agreement”), that provides for the advancement of funds by Lennar to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby, and provides for the repayment to Lennar of such funds advanced, without interest, from the proceeds of any such bonded indebtedness incurred by the Community Facilities District; and
WHEREAS, the City desires to include in this Resolution, in accordance with Section 53314.9 of the Act, the proposal to repay funds pursuant to the Deposit Agreement;
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3 4163-8900-2574.2
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. The Community Facilities District is hereby established.

Section 3. The name for the Community Facilities District is “City of Ontario Community Facilities District No. 65 (Falloncrest).”
Section 4. The public facilities (the “Facilities”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Facilities” on Exhibit A hereto, which is by this reference incorporated herein. Those Facilities proposed to be purchased as completed public facilities are identified under the caption “Facilities to be Purchased” on Exhibit A hereto. The services (the “Services”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Services” on Exhibit A hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit A hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, lease-purchase or installment-purchase arrangement.

Section 5. The proposed special tax to be levied within the Community Facilities District has not been precluded by majority protest pursuant to Section 53324 of the Act.

Section 6. The City Council proposes that, except where funds are otherwise available, the Community Facilities District be authorized to annually levy within the Community Facilities District a special tax (the “Special Tax”) sufficient to pay for all Facilities and Services, secured by recordation of a continuing lien against all nonexempt real property in the Community Facilities District. The rate, method of apportionment and manner of collection of the Special Tax in sufficient detail to allow each landowner or resident within the proposed Community Facilities District to estimate the maximum amount that he or she will have to pay, is specified in the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) attached hereto as Exhibit B, which is by this reference incorporated herein. The conditions under which the obligation to pay the Special Tax to be levied to pay for Facilities may be prepaid and permanently satisfied are specified in the Rate and Method. The Special Tax will be collected in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine, including direct billing of the affected property owners.

Section 7. The Special Tax may only finance the Services to the extent that they are in addition to those provided in the territory of the Community Facilities District before the date the Community Facilities District is created. The Services may not supplant services already available within that territory when the Community Facilities District is created. Bonds of the Community Facilities District may not be issued to fund any of the Services.
315
4 4163-8900-2574.2
Section 8. The tax year after which no further Special Tax to pay for Facilities shall be levied against any parcel used for private residential purposes is specified in the Rate and Method. Under no circumstances shall the Special Tax to pay for Facilities in any fiscal year against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the Community Facilities District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. For purposes of this paragraph, a parcel shall be considered “used for private residential purposes” not later than the date on which an occupancy permit for private residential use is issued. The Special Tax to pay for Services will be levied in perpetuity, as provided in the Rate and Method.

Section 9. Pursuant to Section 53344.1 of the Act, the City Council hereby reserves to itself the right and authority to allow any interested owner of property within the Community Facilities District, subject to the provisions of said Section 53344.1 and to those conditions as it may impose, and any applicable prepayment penalties as prescribed in the bond indenture or comparable instrument or document, to tender to the Community Facilities District treasurer in full payment or part payment of any installment of the Special Tax or the interest or penalties thereon that may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, the bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender.

Section 10. The name, address and telephone number of the office, department or bureau that will be responsible for preparing annually a current roll of Special Tax levy obligations by assessor’s parcel number and that will be responsible for estimating further Special Tax levies pursuant to Section 53340.2 of the Act are as follows: Management Analyst, Financial Services, City of Ontario, 303 East B Street, Ontario, California 91764, (909) 395-2341.

Section 11. Upon recordation of a notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the Special Tax shall attach to all nonexempt real property in the Community Facilities District and this lien shall continue in force and effect until the Special Tax obligation is prepaid, permanently satisfied and canceled in accordance with law or until the Special Tax ceases to be levied and a notice of cessation of the Special Tax is recorded in accordance with Section 53330.5 of the Act.

Section 12. The boundary map of the Community Facilities District has been recorded in San Bernardino County in Book 91 at Page 58 of Maps of Assessments and Community Facilities Districts in the San Bernardino County Recorder’s Office (Document No. 2024-0090697).

Section 13. The City Council proposes that the annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the Community Facilities District be established at $60,000,000. 316
5 4163-8900-2574.2
Section 14. Pursuant to the provisions of the Act, the propositions to authorize the Community Facilities District to levy the Special Tax and to establish the appropriations limit of the Community Facilities District specified above shall be subject to the approval of the qualified electors of the Community Facilities District at a special election. The City Council hereby finds and determines that no persons were registered to vote within the territory of the proposed Community Facilities District as of April 17, 2024, and that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearing held by the City Council on the establishment of the Community Facilities District.

Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each person who is the owner of land as of the close of said public hearing, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District not exempt from the Special Tax. The voting procedure shall be by mailed or hand- delivered ballot.

Section 15. Lennar has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council has previously approved the acceptance of such funds for the purpose of paying costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council proposes to repay Lennar all or a portion of such funds so advanced, without interest, solely from the proceeds of any such bonded indebtedness incurred by the Community Facilities District, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.

Section 16. The City Council hereby finds and determines that all proceedings, up to and including the adoption of this Resolution, were valid and in conformity with the requirements of the Act. In accordance with Section 53325.1 of the Act, such finding shall be final and conclusive.

Section 17. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

Section 18. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

Section 19. This Resolution shall take effect immediately upon its adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
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PASSED, APPROVED, AND ADOPTED this 21st day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
318
7 4163-8900-2574.2

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 21, 2024 by the following roll call vote, to wit:

AYES: 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 21, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
319
A-1
4163-8900-2574.2

EXHIBIT A

FACILITIES, SERVICES AND INCIDENTAL EXPENSES
Facilities
The types of public facilities to be financed by the Community Facilities District are street and bridge improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, domestic and recycled water distribution facilities, sewer collection facilities, solid waste facilities, storm drainage facilities, park and recreation facilities and equipment, aquatic facilities and equipment, fire facilities and equipment, police facilities and equipment, library facilities and equipment, fiber optic telecommunication, wireless communication and public safety camera facilities and equipment, general governmental office, administrative and meeting facilities, and land, rights-of-way and easements necessary for any of such facilities.

Facilities to be Purchased
The types of public facilities to be purchased as completed facilities are street and bridge improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, domestic and recycled water distribution facilities, sewer collection facilities, solid waste facilities, storm drainage facilities, and land, rights-of-way and easements necessary for any of such facilities.

Services
The types of City services to be financed by the Community Facilities District are police protection services, fire protection and suppression services, ambulance and paramedic services, maintenance and lighting of parks, parkways, streets, roads and open space, flood and storm protection services, maintenance and operation of fiber optic telecommunication, wireless communication and public safety camera systems and maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years that is owned by the City.

Incidental Expenses
The incidental expenses proposed to be incurred include the following:
(a) the cost of planning and designing public facilities to be financed, including the cost of environmental evaluations of those facilities; (b) the costs associated with the creation of the Community Facilities District, issuance of bonds, determination of the amount of taxes, collection of taxes, payment of taxes, or costs otherwise incurred in order to carry out the authorized purposes of the Community Facilities District; and (c) any other expenses incidental to the construction, completion, and inspection of the authorized work.
320
4163-8900-2574.2

EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
321

City of Ontario CFD No. 65 1 March 13, 2024

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65
(FALLONCREST)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

Special Taxes shall be levied on all Assessor’s Parcels in the City of Ontario Community Facilities District No. 65 (Falloncrest) (“CFD No. 65”) and collected each Fiscal Year, commencing in Fiscal Year 2024-25, in an amount determined by the City Council of the City of Ontario through the application of the Rate and Method of Apportionment, as described below.

All of the real property in CFD No. 65, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.

A. DEFINITIONS

The terms hereinafter set forth have the following meanings:

“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable Final Subdivision Map, parcel map, condominium plan, or other recorded County map.

“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the California Government Code.

“Administrative Expenses” means the following actual or reasonably estimated costs directly related to the administration of CFD No. 65: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or CFD No. 65 or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City or CFD No. 65 of complying with arbitrage rebate requirements; the costs to the City or CFD No. 65 of complying with City, CFD No. 65, or obligated persons disclosure requirements associated with applicable federal and state securities laws and of the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City or CFD No. 65 related to the analysis and reduction, if any, of the Special Tax A on Single Family Property in accordance with Section C.1 herein; the costs of the City or CFD No. 65 related to an appeal of the Special Tax; the costs associated with the release of funds from any escrow account; the City’s administration fees and third party expenses; the costs of City staff time and reasonable overhead relating to CFD No. 65; and amounts estimated or advanced by the City or CFD No. 65 for any other 322

City of Ontario CFD No. 65 2 March 13, 2024
administrative purposes of the CFD, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

“Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.

“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

“Assessor’s Parcel Number” means, with respect to an Assessor’s Parcel, that number assigned to such Assessor’s Parcel by the County for purposes of identification.

“Assigned Special Tax A” means the Special Tax A for each Land Use Class of Developed Property, as determined in accordance with Section C.1.a.2 below.

“Backup Special Tax A” means the Special Tax A for each Land Use Class of Developed Property, as determined in accordance with Section C.1.a.3 below.

“Bonds” means any bonds or other debt (as defined in Section 53317(d) of the Act) issued by CFD No. 65 under the Act and payable from Special Tax A.

“Buildable Lot” means an individual lot, within a Final Subdivision Map or an area expected by CFD No. 65 to become Final Mapped Property, such as the area within a Tentative Tract Map, for which a building permit may be issued without further subdivision of such lot.

“CFD Administrator” means an official of the City responsible for determining the Special Tax A Requirement and Special Tax B Requirement, providing for the levy and collection of the Special Taxes, and performing the other duties provided for herein.

“CFD No. 65” means City of Ontario Community Facilities District No. 65 (Falloncrest).

“City” means the City of Ontario, California.

“City Council” means the City Council of the City, acting as the legislative body of CFD No. 65.

“Contractual Impositions” means (a) a voluntary contractual assessment established and levied on an Assessor’s Parcel pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (commencing with Section 5898.10 et seq.), as amended from time to time, (b) a special tax established and levied on an Assessor’s Parcel pursuant to Section 53328.1 of the California Government Code and related provisions of the Act, as amended from time to time, and (c) any other fee, charge, tax, or assessment established and levied on an individual Assessor’s Parcel pursuant to a contractual agreement or other voluntary consent by the owner thereof (e.g., property owner association assessments).

323

City of Ontario CFD No. 65 3 March 13, 2024
“County” means the County of San Bernardino.

“Designated Buildable Lot” means a Buildable Lot for which a building permit has not been issued by the City as of the date of calculation of the Backup Special Tax A.

“Developed Property” means for each Fiscal Year, all Taxable Property, exclusive of Final Mapped Property, Taxable Property Owner Association Property, and Taxable Public Property, for which a building permit or other applicable permit for new construction was issued after January 1, 2023, and before May 1 of the prior Fiscal Year.

“Expected Residential Lot Count” means 362 Buildable Lots of Single Family Property or, as determined by the CFD Administrator, the number of Buildable Lots of Single Family Property based on the most recent Tentative Tract Map(s) or most recently recorded Final Subdivision Map(s) or modified Final Subdivision Map(s).

“Facilities” means the public facilities authorized to be financed, in whole or in part, by CFD No. 65.

“Final Mapped Property” means, for each Fiscal Year, all Taxable Property, exclusive of Developed Property, Taxable Property Owner Association Property, and Taxable Public Property, which as of January 1 of the previous Fiscal Year was located within a Final Subdivision Map. The term Final Mapped Property shall include any parcel map or Final Subdivision Map, or portion thereof, that creates individual lots for which a building permit may be issued, including Parcels that are designated as a remainder Parcel (i.e., one where the size, location, etc., precludes any further subdivision or taxable use).

“Final Subdivision Map” means a final tract map, parcel map, or lot line adjustment approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or a condominium plan recorded pursuant to California Civil Code Section 4285 that, in either case, creates individual lots for which building permits may be issued without further subdivision.

“Fiscal Year” means the period starting July 1 and ending on the following June 30.

“Gated Community Attached Dwelling Unit” means, with respect to Special Tax B, a Unit within any residential building containing two or more dwelling units (including attached condominiums, townhouses, duplexes, triplexes, and apartments) within a gated community that, within such community, is primarily served by private interior streets.

“Indenture” means the indenture, fiscal agent agreement, resolution, or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time.

“Land Use Class” means any of the classes listed in Tables 1 and 2 below.

“Lower Income Household Welfare Exemption Property” means, for each Fiscal Year, an Assessor’s Parcel within the boundaries of CFD No. 65 that is subject to a 324

City of Ontario CFD No. 65 4 March 13, 2024
welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute), as indicated in the most recent County assessor’s roll finalized prior to such Fiscal Year.

“Maximum Special Tax A” means, with respect to an Assessor’s Parcel of Taxable Property, the Maximum Special Tax A determined in accordance with Section C.1 below that can be levied in any Fiscal Year on such Assessor’s Parcel of Taxable Property.

“Maximum Special Tax B” means, with respect to an Assessor’s Parcel of Taxable Property, the Maximum Special Tax B determined in accordance with Section C.2 below that can be levied in any Fiscal Year on such Assessor’s Parcel of Taxable Property.

“Minimum Sale Price” means the minimum price at which Units of a given Land Use Class have sold or are expected to be sold in a normal marketing environment and shall not include prices for such Units that are sold at a discount to expected sales prices for the purpose of stimulating the initial sales activity with respect to such Land Use Class.

“Multiple Family Dwelling Unit” means, with respect to Special Tax B, a Unit within any residential building containing two or more dwelling units, including attached condominiums, townhomes, duplexes, triplexes, and apartments, but excluding Gated Community Attached Dwelling Units.

“Non-Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued by the City permitting the construction of one or more non-residential structures or facilities.

“Other Residential Property” means, with respect to Special Tax A, all Assessor’s Parcels of Developed Property for which a building permit was issued by the City for purposes of constructing Units, excluding Single Family Attached Property and Single Family Detached Property.

“Outstanding Bonds” means all Bonds which are outstanding under and in accordance with the provisions of the Indenture.

“Price Point Consultant” means any consultant or firm of such consultants selected by CFD No. 65 that (a) has substantial experience in performing price point studies for residential units within community facilities districts established under the Act or otherwise estimating or confirming pricing for residential units in such community facilities districts, (b) has recognized expertise in analyzing economic and real estate data that relates to the pricing of residential units in such community facilities districts, (c) is in fact independent and not under the control of CFD No. 65 or the City, (d) does not have any substantial interest, direct or indirect, with or in (i) CFD No. 65, (ii) the City, (iii) any owner of real property in CFD No. 65, or (iv) any real property in CFD No. 65, and (e) is not connected with CFD No. 65 or the City as an officer or employee thereof, but who may be regularly retained to make reports to CFD No. 65 or the City.

“Price Point Study” means a price point study or a letter or report updating a previous price point study prepared by the Price Point Consultant pursuant to Section C herein. 325

City of Ontario CFD No. 65 5 March 13, 2024

“Property Owner Association Property” means, for each Fiscal Year, any property within the boundaries of CFD No. 65 that was owned by a property owner association, including any master or sub-association, as of January 1 of the prior Fiscal Year.

“Proportionately” means (a) for Developed Property in the first step of Section D.1 below, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is equal for all Assessor’s Parcels of Developed Property; however, for Developed Property in the fourth step of Section D.1 below, Proportionately means that the amount of the increase above the Assigned Special Tax A, if necessary, is equal for all Assessor’s Parcels of Developed Property, except that if the Backup Special Tax A limits the increase on any Assessor’s Parcel(s), then the amount of the increase shall be equal for the remaining Assessor’s Parcels; (b) with respect to Special Tax B, that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is equal for all Assessor’s Parcels of Developed Property; (c) for Final Mapped Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is equal for all Assessor’s Parcels of Final Mapped Property; (d) for Undeveloped Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is equal for all Assessor's Parcels of Undeveloped Property; (e) for Taxable Property Owner Association Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is equal for all Assessor’s Parcels of Taxable Property Owner Association Property; and (f) for Taxable Public Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is equal for all Assessor’s Parcels of Taxable Public Property.

“Public Property” means, for each Fiscal Year, property within the boundaries of CFD No. 65 that is (a) owned by, irrevocably offered to, or dedicated to the federal government, the State, the County, the City, or any local government or other public agency or (b) encumbered by an easement for purposes of public or utility right-of-way that makes impractical its use for any purpose other than that set forth in such easement; provided that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use.

“Rate and Method of Apportionment” means this Rate and Method of Apportionment of Special Tax.

“Residential Floor Area” means all of the Square Footage of living area within the perimeter of a Unit, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be as set forth in the building permit(s) issued for such Assessor’s Parcel, or as set forth in other official records maintained by the City’s Building Department or other appropriate means selected by CFD No. 65. The actual Square Footage shall be rounded up to the next whole square foot. Once such determination has been made for an Assessor’s Parcel, it shall remain fixed in all future Fiscal Years unless an appeal pursuant to Section F below is approved that results in a change in the actual Square Footage.

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“Residential Property” means, for each Fiscal Year, an Assessor’s Parcel for which a building permit for new construction of one or more Units was issued after January 1, 2023, and before May 1 of the prior Fiscal Year.

“Services” means the services authorized to be financed, in whole or in part, by CFD No.

65. “Single Family Attached Property” means all Assessor’s Parcels of Developed Property for which a building permit or use permit was issued for construction of a residential structure consisting of two or more Units that share common walls, have separate Assessor’s Parcel Numbers assigned to them (except for a duplex unit, which may share an Assessor’s Parcel with another duplex unit), and may be purchased by individual homebuyers (which shall still be the case even if the Units are purchased and subsequently offered for rent by the owner of the Unit), including such residential structures within a condominium project as defined in Civil Code Section 4125.

“Single Family Detached Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for construction of a Unit, on one legal lot, that does not share a common wall with another Unit.

“Single Family Detached Dwelling Unit” means a Unit of Single Family Detached Property.

“Single Family Property” means all Assessor’s Parcels of Single Family Attached Property and Single Family Detached Property.

“Special Taxes” means, collectively, Special Tax A and Special Tax B.

“Special Tax A” means the special tax authorized by the qualified electors of CFD No. 65 to be levied within the boundaries of CFD No. 65 to pay for Facilities and Services.

“Special Tax A Requirement” means for any Fiscal Year that amount required, after taking into account available amounts held in the funds and accounts established under the Indenture, for CFD No. 65 to: (i) pay debt service on all Outstanding Bonds which is due in the calendar year that commences in such Fiscal Year; (ii) pay periodic costs on the Bonds, including, but not limited to, credit enhancement and rebate payments on the Bonds; (iii) pay a pro rata share of Administrative Expenses; (iv) provide any amounts required to establish or replenish any reserve fund for the Bonds; (v) pay directly for acquisition or construction of Facilities, or the cost of Services, to the extent that the inclusion of such amounts does not increase the Special Tax A levy on Final Mapped Property or Undeveloped Property; and (vi) provide an amount equal to Special Tax A delinquencies based on the historical delinquency rate for Special Tax A as determined by the CFD Administrator.

“Special Tax B” means the special tax authorized by the qualified electors of CFD No. 65 to be levied within the boundaries of CFD No. 65 to pay for Services.

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“Special Tax B Requirement” means for any Fiscal Year that amount required, after taking into account available amounts in any funds and accounts established to pay for Services, to pay the cost of Services, a pro rata share of Administrative Expenses, and an amount equal to Special Tax B delinquencies based on the historical delinquency rate for Special Tax B as determined by the CFD Administrator.

“Square Footage” or “Sq. Ft.” means the floor area square footage reflected on the original construction building permit, or as set forth in other official records maintained by the City’s Building Department or other appropriate means selected by CFD No. 65, issued for construction of Residential Property or Non-Residential Property, plus any square footage subsequently added to a building of Non-Residential Property after issuance of a building permit for expansion or renovation of such building.

“State” means the State of California.

“Taxable Property” means, for each Fiscal Year, all of the Assessor’s Parcels within the boundaries of CFD No. 65 that are not exempt from the Special Taxes pursuant to law or Section E below.

“Taxable Property Owner Association Property” means, for each Fiscal Year, all Assessor’s Parcels of Property Owner Association Property that are not exempt from the Special Taxes pursuant to Section E below.

“Taxable Public Property” means, for each Fiscal Year, all Assessor’s Parcels of Public Property that are not exempt from the Special Taxes pursuant to law or Section E below.

“Tentative Tract Map” means a map: (i) showing a proposed subdivision of an Assessor’s Parcel(s) and the conditions pertaining thereto; (ii) that may or may not be based on a detailed survey; and (iii) that is not recorded by the County to create legal lots.

“Total Tax Burden” means, for a Unit within a Land Use Class, for the Fiscal Year in which the Total Tax Burden is being calculated, the sum of (a) the Assigned Special Tax A for such Land Use Class for such Fiscal Year, plus (b) the Special Tax B for such Land Use Class for such Fiscal Year, plus (c) the ad valorem property taxes, special assessments, special taxes for any overlapping community facilities districts, and any other governmental fees, charges (other than fees or charges for services such as sewer and trash), taxes, and assessments (which do not include Contractual Impositions) collected by the County on ad valorem tax bills, plus (d) property owner association assessments (but excluding the refuse collection portion of such assessments), and that the CFD Administrator estimates would be levied or imposed on such Unit in such Fiscal Year if the residential dwelling unit thereon or therein had been completed and sold, and was subject to such fees, charges, taxes, and assessments in such Fiscal Year.

“Trustee” means the trustee or fiscal agent under the Indenture.

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City of Ontario CFD No. 65 8 March 13, 2024
“TTM 20399” means Tentative Tract Map No. 20399, the area of which is located within CFD No. 65.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Final Mapped Property, Taxable Public Property, or Taxable Property Owner Association Property.

“Unit” means an individual single-family detached or attached home, townhome, condominium, apartment, or other residential dwelling unit, including each separate living area within a half-plex, duplex, triplex, fourplex, or other residential structure.

B. ASSIGNMENT TO LAND USE CATEGORIES

Each Fiscal Year, beginning with Fiscal Year 2024-25, all Taxable Property within CFD No. 65 shall be classified as Developed Property, Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, or Undeveloped Property, and shall be subject to Special Taxes in accordance with the Rate and Method of Apportionment as determined pursuant to Sections C and D below.

Assessor’s Parcels of Developed Property shall be further classified as: Single Family Property (and further classified as Single Family Attached Property or Single Family Detached Property, as needed) or Other Residential Property (for Special Tax A); Single Family Detached Dwelling Unit, Multiple Family Dwelling Unit, or Gated Community Attached Dwelling Unit (for Special Tax B); or Non-Residential Property. For Special Tax A, Assessor’s Parcels of Single Family Property shall be assigned to Land Use Classes 1 through 8, as listed in Table 1 below based on the Residential Floor Area of the Units on such Assessor’s Parcels. Also for Special Tax A, Other Residential Property and Non-Residential Property shall be assigned to Land Use Classes 9 and 10, respectively.

C. MAXIMUM SPECIAL TAX

1. Special Tax A

At least 30 days prior to the issuance of Bonds, the Assigned Special Tax A on Developed Property (set forth in Table 1 below) shall be analyzed in accordance with and subject to the conditions set forth in this Section C. At such time, CFD No. 65 shall select and engage a Price Point Consultant and the CFD Administrator shall request the Price Point Consultant to prepare a Price Point Study setting forth the Minimum Sale Price of Units within each Land Use Class.

If based upon such Price Point Study the CFD Administrator calculates that the Total Tax Burden, excluding property owner association assessments, applicable to Units within one or more Land Use Classes of Single Family Property to be constructed within CFD No. 65 exceeds 1.95% of the Minimum Sale Price of such Units, the Assigned Special Tax A shall be reduced to the extent necessary to cause the Total Tax Burden, excluding property owner association assessments, 329

City of Ontario CFD No. 65 9 March 13, 2024
that shall apply to Units within such Land Use Class(es) not to exceed 1.95% of the Minimum Sale Price of such Units.

Each Assigned Special Tax A reduction for a Land Use Class shall be calculated by the CFD Administrator separately, and it shall not be required that such reduction be proportionate among Land Use Classes. In connection with any reduction in the Assigned Special Tax A, the Backup Special Tax A shall also be reduced by the CFD Administrator based on the percentage reduction in Maximum Special Tax A revenues within the Tentative Tract Map area(s) where the Assigned Special Tax A reductions occurred. Upon determining the reductions, if any, in the Assigned Special Tax A and Backup Special Tax A required pursuant to this Section C, the CFD Administrator shall complete the Certificate of Modification of Special Tax substantially in the form attached hereto as Exhibit A (the “Certificate of Modification”), shall execute such completed Certificate of Modification, and shall deliver such executed Certificate of Modification to CFD No. 65. Upon receipt thereof, if in satisfactory form, CFD No. 65 shall execute such Certificate of Modification. The reduced Assigned Special Tax A and Backup Special Tax A specified in such Certificate of Modification shall become effective upon the execution of such Certificate of Modification by CFD No. 65.

The Special Tax A reductions required pursuant to this section shall be reflected in an amended notice of Special Tax lien, which CFD No. 65 shall cause to be recorded with the County Recorder as soon as practicable after execution of the Certificate of Modification by CFD No. 65. The reductions in this section apply to Single Family Property, but not to Other Residential Property or Non- Residential Property.

a. Developed Property

1) Maximum Special Tax A

The Maximum Special Tax A that may be levied in any Fiscal Year for each Assessor’s Parcel classified as Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax A or (ii) the amount derived by application of the Backup Special Tax A. The Maximum Special Tax A shall not increase in future years, other than as calculated pursuant to Section C.1.a.3 below.

2) Assigned Special Tax A

The Assigned Special Tax A that may be levied in any Fiscal Year for each Land Use Class is shown below in Table 1.

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City of Ontario CFD No. 65 10 March 13, 2024
TABLE 1
ASSIGNED SPECIAL TAX A – DEVELOPED PROPERTY

3) Backup Special Tax A

The Backup Special Tax A shall be $3,701 per Unit for Single Family Property in CFD No. 65. However, if the Expected Residential Lot Count of Single Family Property does not equal 362, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Property in CFD No. 65 shall be calculated according to the following formulas:

Backup Special Tax A = $1,339,902  Expected Residential Lot Count for Single Family Property

If any portion of a Final Subdivision Map, or any area expected by CFD No. 65 to become Final Mapped Property – such as the area within TTM 20399, or any other Tentative Tract Map – changes any time after the City has issued Bonds, causing an adjustment to the number of Designated Buildable Lots, then the Backup Special Tax A for all Designated Buildable Lots of Single Family Property subject to the change shall be calculated according to the following steps:

Step 1: Determine the total Backup Special Tax A that
could have been collected from Designated
Buildable Lots of Single Family Property, prior to
Land
Use
Class
Description
Residential
Floor Area
(Square
Footage)
Assigned
Special Tax A
1 Single Family Property < 801 $2,718 per Unit
2 Single Family Property 801 – 1,000 $2,875 per Unit 3 Single Family Property 1,001 – 1,200 $3,188 per Unit
4 Single Family Property 1,201 – 1,400 $3,580 per Unit
5 Single Family Property 1,401 – 1,600 $3,822 per Unit
6 Single Family Property 1,601 – 1,800 $3,909 per Unit
7 Single Family Property 1,801 – 2,000 $4,135 per Unit
8 Single Family Property > 2,000 $4,226 per Unit
9 Other Residential Property $95,803 per Acre
10 Non-Residential Property $95,803 per Acre
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City of Ontario CFD No. 65 11 March 13, 2024
the Final Subdivision Map or expected Final
Mapped Property change.

Step 2: Divide the amount determined in Step 1 by the
number of Designated Buildable Lots of Single
Family Property that exists after the Final
Subdivision Map or expected Final Mapped
Property change.

Step 3: Apply the amount determined in Step 2 as the
Backup Special Tax A per Unit for Single Family
Property.

The Backup Special Tax A for an Assessor’s Parcel shall not change once an Assessor’s Parcel is classified as Developed Property.

b. Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, and Undeveloped Property

The Maximum Special Tax A for Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, and Undeveloped Property shall be $95,803 per Acre, and shall not be subject to increase or reduction and, therefore, shall remain the same in every Fiscal Year.

2. Special Tax B

The Maximum Special Tax B for each Assessor’s Parcel classified as Developed Property shall be determined by reference to Table 2 below.

TABLE 2
MAXIMUM SPECIAL TAX B – DEVELOPED PROPERTY

Land Use Class Maximum Special Tax B
Fiscal Year 2024-25
Residential Property
Single Family Detached Dwelling Unit $1,501.46 per Unit Multiple Family Dwelling Unit $1,301.51 per Unit
Gated Community Attached Dwelling Unit $1,091.38 per Unit Non-Residential Property

$0.273800 per Sq. Ft.

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City of Ontario CFD No. 65 12 March 13, 2024

On January 1 of each Fiscal Year, commencing January 1, 2025, the Maximum Special Tax B to be applied in the next Fiscal Year shall be subject to an automatic increase at a rate equal to 4.0% of the amount in effect for the prior Fiscal Year.

3. Multiple Land Use Classes on an Assessor’s Parcel

In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Class. The Maximum Special Tax A levied on such Assessor’s Parcel shall be the sum of the Maximum Special Tax A for all Units of Single Family Property and Acres of Other Residential Property and Non- Residential Property (based on the pro rata share of Square Footage between Other Residential Property and Non-Residential Property, according to the applicable building permits, Final Subdivision Map, parcel map, condominium plan, or other recorded County map) located on that Assessor’s Parcel. The Maximum Special Tax B levied on such Assessor’s Parcel shall be the sum of the Maximum Special Tax B for all Units of Residential Property and all Square Footage of Non-Residential Property (based on the applicable building permits, Final Subdivision Map, parcel map, condominium plan, or other recorded County map) located on that Assessor’s Parcel.

4. Developed Property Special Tax Obligation

Once an Assessor’s Parcel has been taxed in any Fiscal Year as Developed Property, the Assessor’s Parcel shall continue to be taxed as Developed Property regardless of changes to or expiration of the original building permit, and regardless of revisions to or destruction of the structure that was, or was expected to be, constructed pursuant to the original building permit.

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX

1. Special Tax A

Each Fiscal Year, beginning with Fiscal Year 2024-25, the CFD Administrator shall determine the Special Tax A Requirement for such Fiscal Year. The Special Tax A shall then be levied as follows:

First: If needed to satisfy the Special Tax A Requirement, Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the applicable Assigned Special Tax A;

Second: If additional monies are needed to satisfy the Special Tax A Requirement after the first step has been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Final Mapped Property up to 100% of the Maximum Special Tax A for Final Mapped Property;

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City of Ontario CFD No. 65 13 March 13, 2024
Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property;

Fourth: If additional monies are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then the levy of Special Tax A on each Assessor’s Parcel of Developed Property whose Maximum Special Tax A is determined through the application of the Backup Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to the Maximum Special Tax A for each such Assessor’s Parcel;

Fifth: If additional monies are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Taxable Property Owner Association Property up to the Maximum Special Tax A for Taxable Property Owner Association Property;

Sixth: If additional monies are needed to satisfy the Special Tax A Requirement after the first five steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Taxable Public Property up to the Maximum Special Tax A for Taxable Public Property.

Notwithstanding the above, under no circumstances shall Special Tax A levied in any Fiscal Year on any Assessor’s Parcel of Single Family Property or Other Residential Property for which an occupancy permit for private residential use has been issued be increased as a result of delinquency or default by the owner or owners of any other Assessor’s Parcel or Assessor’s Parcels within CFD No. 65 by more than ten percent above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

2. Special Tax B

Each Fiscal Year, beginning with Fiscal Year 2024-25, the CFD Administrator shall determine the Special Tax B Requirement. The Special Tax B shall then be levied Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the applicable Maximum Special Tax B for such Assessor’s Parcel, until the Special Tax B Requirement is satisfied. However, the Special Tax B levied in any Fiscal Year shall not increase by more than 4.0% of the amount of the Special Tax B levied in the prior Fiscal Year.

E. EXEMPTIONS

No Special Tax shall be levied on up to 7.11 Acres of Property Owner Association Property. Tax-exempt status will be assigned by the CFD Administrator in the chronological order in which property becomes Property Owner Association Property.

Property Owner Association Property or Public Property that is not exempt from the Special Tax A under this section shall be subject to the levy of Special Tax A and shall be 334

City of Ontario CFD No. 65 14 March 13, 2024
taxed Proportionately as part of the fifth or sixth step, respectively, in Section D above, up to 100% of the applicable Maximum Special Tax A for Taxable Property Owner Association Property and Taxable Public Property. No Special Tax A shall be levied in any Fiscal Year on Assessor’s Parcels that have fully prepaid the Special Tax A obligation pursuant to the formula set forth in Section H.

No Special Tax shall be levied on Lower Income Household Welfare Exemption Property; provided, however, that if, in any Fiscal Year, applicable law does not require that Lower Income Household Welfare Exemption Property be exempt from some portion, or all, of the Special Tax, such portion, or all, of the Special Tax shall be levied on such property in accordance with this Rate and Method of Apportionment based on the Land Use Class to which the Assessor’s Parcel is assigned.

F. APPEALS

Any property owner may file a written appeal of the Special Tax with CFD No. 65 claiming that the amount or application of the Special Tax is not correct. The appeal must be filed not later than one calendar year after having paid the Special Tax that is disputed, and the appellant must be current in all payments of Special Taxes. In addition, during the term of the appeal process, all Special Taxes levied must be paid on or before the payment date established when the levy was made.

The appeal must specify the reasons why the appellant claims the Special Tax is in error.

The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination.

If the property owner disagrees with the CFD Administrator’s decision relative to the appeal, the owner may then file a written appeal with the City Council whose subsequent decision shall be final and binding on all interested parties. If the decision of the CFD Administrator or subsequent decision by the City Council requires the Special Tax to be modified or changed in favor of the property owner, then the CFD Administrator shall determine if sufficient Special Tax revenue is available to make a cash refund. If a cash refund cannot be made, then an adjustment shall be made to credit future Special Tax levy(ies).

This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to filing any legal action by such owner.

G. MANNER OF COLLECTION

The Special Taxes shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that the Special Taxes may be collected in such other manner as the City Council shall determine, including direct billing of affected property owners.

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City of Ontario CFD No. 65 15 March 13, 2024
H. PREPAYMENT OF SPECIAL TAX A

The following definitions apply to this Section H:

“CFD Public Facilities” means $16,259,000 for each Prepayment Period, or such lower number as determined by the City Council to be sufficient to fund the Facilities and Services to be provided by CFD No. 65.

“Expenditures Fund” means funds or accounts, regardless of their names, that are established to hold moneys that are available to acquire or construct Facilities and to fund Services.

“Future Facilities Costs” means the CFD Public Facilities minus (i) Facilities and Services costs previously paid from the Expenditures Fund during the Prepayment Period in which the prepayment is being made, (ii) moneys currently on deposit in the Expenditures Fund from deposits made during the Prepayment Period in which the prepayment is being made, and (iii) moneys currently on deposit in an escrow fund that are expected to be available to finance Facilities costs. In no event shall the amount of Future Facilities Costs be less than zero.

“Prepayment Period” means one of three periods of time during which a Special Tax prepayment may be made.

“Prepayment Period 1” means July 1, 2024, through June 30, 2058.

“Prepayment Period 2” means July 1, 2058, through June 30, 2091.

“Prepayment Period 3” means July 1, 2091, through June 30, 2125.

Only Special Tax A may be prepaid; Special Tax B shall continue to be levied on an annual basis on all Developed Property in CFD No. 65.

1. Prepayment in Full

The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid as described herein, provided that a prepayment may be made only for Assessor’s Parcels for which a building permit for new construction was issued after January 1, 2023, and only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel. The CFD Administrator may charge a fee for providing this service. Prepayment in any six month period must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture.
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City of Ontario CFD No. 65 16 March 13, 2024
The Special Tax A Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below):

Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Total Prepayment Amount

As of the proposed date of prepayment, the Special Tax A Prepayment Amount (defined below) shall be calculated by the CFD Administrator as follows:

Paragraph No.

1. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel, and determine the Prepayment Period for the proposed prepayment.

2. Compute the Assigned Special Tax A and Backup Special Tax A for the Assessor’s Parcel to be prepaid based on the Developed Property Special Tax A which is, or could be, charged in the current Fiscal Year. For Assessor’s Parcels of Final Mapped Property (for which a building permit has been issued but which is not yet classified as Developed Property) to be prepaid, compute the Assigned Special Tax A and Backup Special Tax A for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor’s Parcel.

3. (a) Divide the Assigned Special Tax A computed pursuant to Paragraph 2 by the total estimated Assigned Special Tax A for CFD No. 65 based on the Developed Property Special Tax A which could be charged in the current Fiscal Year on all expected development through buildout of CFD No. 65, excluding any Assessor’s Parcels which have been prepaid, and

(b) Divide the Backup Special Tax A computed pursuant to Paragraph 2 by the estimated total Backup Special Tax A at buildout of CFD No. 65, excluding any Assessor’s Parcels which have been prepaid.

4. Multiply the larger quotient computed pursuant to Paragraph 3(a) or 3(b) by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

5. Multiply the Bond Redemption Amount computed pursuant to Paragraph 4 by the applicable redemption premium (e.g., the redemption price minus 100%), if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

6. Compute the Future Facilities Costs for the applicable Prepayment Period.

337

City of Ontario CFD No. 65 17 March 13, 2024

7. Multiply the larger quotient computed pursuant to Paragraph 3(a) or 3(b) by the amount determined pursuant to Paragraph 6 to compute the amount of Future Facilities Costs to be prepaid (the “Future Facilities Amount”).

8. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds.

9. Determine the Special Tax A levied on the Assessor’s Parcel in the current Fiscal Year which has not yet been paid.

10. Add the amounts computed pursuant to Paragraphs 8 and 9 to determine the “Defeasance Amount”.

11. Verify the administrative fees and expenses of CFD No. 65, including the costs to compute the prepayment, the costs to invest the prepayment proceeds, the costs to redeem Bonds, and the costs to record any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

12. If reserve funds for the Outstanding Bonds, if any, are at or above 100% of the reserve requirement (as defined in the Indenture) on the prepayment date, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”). No Reserve Fund Credit shall be granted if reserve funds are below 100% of the reserve requirement on the prepayment date or the redemption date.

13. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to Paragraphs 4, 5, 7, 10, and 11, less the amount computed pursuant to Paragraph 12 (the “Prepayment Amount”).

14. From the Prepayment Amount, the amounts computed pursuant to Paragraphs 4, 5, 10, and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Paragraph 7 shall be deposited into the Expenditures Fund. The amount computed pursuant to Paragraph 11 shall be retained by CFD No. 65.

The Special Tax A Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000, or integral multiple thereof, will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year’s Special Tax A levy as determined under Paragraph 9 (above), the CFD Administrator shall remove the current Fiscal Year’s Special Tax A levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor's Parcel that is prepaid during Prepayment Period 3, the CFD Administrator shall cause a suitable notice to be recorded in compliance with the Act to indicate that 338

City of Ontario CFD No. 65 18 March 13, 2024
Special Tax A has been prepaid and that the obligation of such Assessor's Parcel to pay Special Tax A shall cease.

With respect to Special Tax A for any Assessor’s Parcel that is prepaid during Prepayment Period 1 or Prepayment Period 2, the obligation of such Assessor’s Parcel to pay Special Tax A shall be tolled, or suspended, through the end of such Prepayment Period, but shall resume in the first Fiscal Year of the subsequent Prepayment Period.

The CFD Administrator shall cause a suitable notice to be recorded in compliance with the Act to indicate that Special Tax A has been satisfied for the remainder of the applicable Prepayment Period but has not been permanently satisfied and the obligation to pay Special Tax A will resume in the first Fiscal Year of the Prepayment Period following the Prepayment Period in which the prepayment was made. Once the obligation of an Assessor’s Parcel to pay Special Tax A resumes, Special Tax A for the then applicable Prepayment Period may be prepaid.

Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on Taxable Property within CFD No. 65 (after excluding 1.86 Acres of Public Property and 3.58 Acres of Property Owner Association Property) both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds.

2. Prepayment in Part

The Special Tax A on an Assessor’s Parcel for which a building permit for new construction was issued after January 1, 2023, may be partially prepaid. The amount of the prepayment shall be calculated as in Section H.1, except that a partial prepayment shall be calculated by the CFD Administrator according to the following formula:

PP = (PF – AE) x % + AE.

The terms above have the following meaning:

PP = the partial prepayment
PF = the Prepayment Amount (full prepayment) for Special Tax A calculated according to Section H.1
AE = the Administrative Fees and Expenses determined pursuant to paragraph 11 above % = the percentage by which the owner of the Assessor’s Parcel(s) is partially prepaying Special Tax A

The Special Tax A partial prepayment amount must be sufficient to redeem at least a $5,000 increment of Bonds.

The owner of any Assessor’s Parcel who desires such prepayment shall notify the CFD Administrator of such owner’s intent to partially prepay Special Tax A and the percentage by which Special Tax A shall be prepaid. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of Special Tax A for an Assessor’s Parcel within thirty (30) days of the request and may charge a fee for providing this service. With respect to any Assessor’s Parcel that is 339

City of Ontario CFD No. 65 19 March 13, 2024
partially prepaid, the CFD Administrator shall (i) distribute the remitted prepayment funds according to Section H.1, and (ii) indicate in the records of CFD No. 65 that there has been a partial prepayment of Special Tax A and that a portion of Special Tax A with respect to such Assessor’s Parcel, equal to the outstanding percentage (100% - “%”, as defined above) of the Maximum Special Tax A, shall continue to be levied on such Assessor’s Parcel pursuant to Section D during the Prepayment Period in which the partial prepayment is made.

For partial prepayments made during Prepayment Period 1 or Prepayment Period 2, the full amount of Special Tax A shall resume in the first Fiscal Year of the Prepayment Period following the Prepayment Period in which the partial prepayment was made.

Once the obligation of an Assessor’s Parcel to pay Special Tax A resumes, Special Tax A for the then applicable Prepayment Period may be prepaid.

I. TERM OF SPECIAL TAX

The Fiscal Year after which no further Special Tax A shall be levied or collected is Fiscal Year 2124-2125, except that Special Tax A that was lawfully levied in or before such Fiscal Year and that remains delinquent may be collected in subsequent years. Special Tax B shall continue to be levied indefinitely on an annual basis on all Developed Property in CFD No. 65.
340

EXHIBIT A

CERTIFICATE OF MODIFICATION OF SPECIAL TAX A
(PAGE 1 OF 2)

CITY OF ONTARIO AND CFD NO. 65 CERTIFICATE

1. Pursuant to Section C.1 of the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) for City of Ontario Community Facilities District No. 65 (Falloncrest) (“CFD No. 65”), the Assigned Special Tax A and the Backup Special Tax A for Developed Property within CFD No. 65 has been modified.

a. The information in Table 1 relating to Assigned Special Tax A for Developed Property within CFD No. 65, as stated in Section C.1.a.2 of the Rate and Method of Apportionment, has been modified as follows:

TABLE 1
ASSIGNED SPECIAL TAX A – DEVELOPED PROPERTY

Land
Use
Class
Description
Residential
Floor Area
(Square
Footage)
Assigned
Special Tax A
1 Single Family Property < 801 $[ ] per Unit
2 Single Family Property 801 – 1,000 $[ ] per Unit 3 Single Family Property 1,001 – 1,200 $[ ] per Unit 4 Single Family Property 1,201 – 1,400 $[ ] per Unit 5 Single Family Property 1,401 – 1,600 $[ ] per Unit 6 Single Family Property 1,601 – 1,800 $[ ] per Unit 7 Single Family Property 1,801 – 2,000 $[ ] per Unit 8 Single Family Property > 2,000 $[ ] per Unit
9 Other Residential Property $[ ] per Acre
10 Non-Residential Property $[ ] per Acre
341

EXHIBIT A

CERTIFICATE OF MODIFICATION OF SPECIAL TAX A
(PAGE 2 OF 2)

b. The Backup Special Tax for Developed Property, as stated in Section C.1.a.3, shall be modified as follows:

The Backup Special Tax A shall be $[___] per Unit for Single Family Property. However, if the Expected Residential Lot Count of Single Family Property does not equal 362, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Property in CFD No. 65 shall be calculated according to the following formulas:

Backup Special Tax A = $[_____]  Expected Residential Lot Count for Single Family Property

2. The Special Tax A for Developed Property may only be modified prior to the first issuance of CFD No. 65 Bonds.

3. Upon execution of this certificate by CFD No. 65, CFD No. 65 shall cause an amended notice of Special Tax lien for CFD No. 65 to be recorded reflecting the modifications set forth herein.

Capitalized undefined terms used herein have the meanings ascribed thereto in the Rate and Method. The modifications set forth in this Certificate have been calculated by the CFD Administrator in accordance with the Rate and Method.

GOODWIN CONSULTING GROUP, INC.

CFD ADMINISTRATOR

By:_________________________________ Date:______________________

The undersigned acknowledges receipt of this Certificate and of the modification of the Assigned Special Tax A and Backup Special Tax A for Developed Property as set forth in this Certificate.

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65
(FALLONCREST)

By:_________________________________ Date:______________________ 342
4164-3933-4222.2
RESOLUTION NO. ________

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

CALIFORNIA, DEEMING IT NECESSARY FOR CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65 (FALLONCREST) TO INCUR

BONDED INDEBTEDNESS
WHEREAS, on April 16, 2024, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Intention to Establish a Community Facilities District Proposed to be Named City of Ontario Community Facilities District No. 65 (Falloncrest) and to Authorize the Levy of a Special Tax Therein,” stating its intention to establish City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax (the “Special Tax”) within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services; and
WHEREAS, on April 16, 2024, the City Council also adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, Declaring it Necessary for City of Ontario Community Facilities District No. 65 (Falloncrest) to Incur Bonded Indebtedness” (the “Resolution Declaring Necessity”), declaring it necessary for the Community Facilities District to incur bonded indebtedness and setting the date for a public hearing to be held on the proposed debt authorization; and WHEREAS, pursuant to the Resolution Declaring Necessity, notice of said public hearing was published in the Inland Valley Daily Bulletin, a newspaper of general circulation published in the area of the Community Facilities District, in accordance with the Act; and WHEREAS, on this date, the City Council opened, conducted and closed said public hearing; and
WHEREAS, at said public hearing, any person interested, including persons owning property within the area and desiring to appear and present any matters material to the questions set forth in the Resolution Declaring Necessity appeared and presented such matters; and
WHEREAS, oral or written protests against the proposed debt issue were not made or filed at or before said public hearing by 50% or more of the registered voters, or six registered voters, whichever is more, residing within the territory proposed to be included in the Community Facilities District, or the owners of one-half or more of the area of land in the territory proposed to be included in the Community Facilities District and not exempt from the Special Tax; and
WHEREAS, the City Council deems it necessary for the Community Facilities District to incur bonded indebtedness; and
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2 4164-3933-4222.2
WHEREAS, on this date, the City Council adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Formation of City of Ontario Community Facilities District No. 65 (Falloncrest), Proposing that the Community Facilities District Be Authorized to Levy a Special Tax and Proposing that an Appropriations Limit of the Community Facilities District Be Established;” and
WHEREAS, the City Clerk of the City (the “City Clerk”) is the election official that will conduct the special election on the proposition to authorize the Community Facilities District to incur bonded indebtedness; and
WHEREAS, there has been filed with the City Clerk a letter from the Registrar of Voters of the County of San Bernardino indicating that no persons were registered to vote within the territory of the Community Facilities District as of April 17, 2024, which demonstrates that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of said public hearing; and
WHEREAS, there has been filed with the City Clerk consents and waivers of all of the landowners of record in the Community Facilities District consenting to the waiver of, and waiving, any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said special election, including any time limit or requirement applicable to an election pursuant to Article 5 of the Act (commencing with Section 53345 of the Act), consenting to the holding of said special election on May 21, 2024, and consenting to the waiver of, and waiving, any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act; and
WHEREAS, the City Clerk has concurred in said waivers and has concurred in holding said special election on May 21, 2024;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. The City Council deems it necessary for the Community Facilities District to incur the bonded indebtedness.

Section 3. The bonded indebtedness will be incurred for the purpose of financing the costs of the Facilities, including all costs and estimated costs incidental to, or connected with, the accomplishment of said purpose, including, but not limited to, such costs and estimated costs as are described in Section 53345.3 of the Act.

Section 4. In accordance with the previous determination of the City Council, the whole of the Community Facilities District will pay for the bonded indebtedness. 344
3 4164-3933-4222.2
Section 5. The maximum amount of debt to be incurred is $60,000,000.

Section 6. The maximum term the bonds to be issued shall run before maturity is 40 years.

Section 7. The maximum annual rate of interest to be paid shall not exceed the maximum interest rate permitted by applicable law at the time of sale of the bonds, payable semiannually or at such times as the City Council or its designee shall determine, the actual rate or rates and times of payment of such interest to be determined by the City Council or its designee at the time or times of sale of the bonds.

Section 8. The proposition to authorize the Community Facilities District to incur the bonded indebtedness shall be submitted to the qualified electors of the Community Facilities District.

Section 9. The City Council hereby finds and determines that no persons were registered to vote within the territory of the Community Facilities District as of April 17, 2024, and that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearing held by the City Council on the proposed debt issue for the Community Facilities District. Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each person who is the owner of land as of the close of said public hearing, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District not exempt from the Special Tax.

Section 10. The City Council hereby finds and determines that the qualified electors of the Community Facilities District have (a) unanimously consented to the waiver of, and have waived, any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said election, including any time limit or requirement applicable to an election pursuant to Article 5 of the Act (commencing with Section 53345 of the Act), (b) unanimously consented to the holding of said election on May 21, 2024, and (c) unanimously consented to the waiver of, and have waived, any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act. The City Council hereby finds and determines that the City Clerk has concurred in said waivers and has concurred in holding said election on May 21, 2024.

Section 11. The date of the special community facilities district election (which shall be consolidated with the special district election to authorize the Community Facilities District to levy the Special Tax) at which time the proposition to authorize the Community Facilities District to incur the bonded indebtedness shall be submitted to the voters is May 21, 2024.

Section 12. As authorized by Section 53353.5 of the Act, the propositions to authorize the Community Facilities District to incur such bonded indebtedness, to authorize the Community Facilities to levy the Special Tax and to establish an appropriations limit of the Community Facilities District shall be combined into one ballot proposition. 345
4 4164-3933-4222.2
Section 13. Pursuant to Section 53326 of the Act, the election shall be conducted by mail or hand-delivered ballot. The voted ballots are required to be received in the office of the City Clerk no later than 7:30 p.m. on May 21, 2024; provided, however, that if all of the qualified electors have voted prior to such time, the election may be closed with the concurrence of the City Clerk.

Section 14. All actions heretofore taken by the officers, employees and agents of the City with respect to the incurrence of bonded indebtedness by the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

Section 15. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

Section 16. This Resolution shall take effect immediately upon its adoption.

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

PASSED, APPROVED, AND ADOPTED this 21st day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
346
5 4164-3933-4222.2

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
347
4164-7288-8654.2
RESOLUTION NO. ________

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

CALIFORNIA, CALLING SPECIAL ELECTION FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 65 (FALLONCREST)
WHEREAS, on this date, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Formation of City of Ontario Community Facilities District No. 65 (Falloncrest), Proposing that the Community Facilities District be Authorized to Levy a Special Tax and Proposing that an Appropriations Limit of the Community Facilities District Be Established” (the “Resolution of Formation”), establishing City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”), proposing that the Community Facilities District be authorized to levy a special tax (the “Special Tax”) within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services and proposing that an appropriations limit of the Community Facilities District be established at $60,000,000; and WHEREAS, on this date, the City Council also adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, Deeming it Necessary for City of Ontario Community Facilities District No. 65 (Falloncrest) to Incur Bonded Indebtedness” (the “Resolution Deeming Necessity”), deeming it necessary for the Community Facilities District to incur bonded indebtedness in a maximum amount of $60,000,000; and
WHEREAS, pursuant to the provisions of the Act and said resolutions, the propositions to authorize the Community Facilities District to incur such bonded indebtedness, to authorize the Community Facilities District to levy the Special Tax and to establish such appropriations limit of the Community Facilities District are to be submitted to the qualified electors of the Community Facilities District at a special election; and
WHEREAS, the City Council desires to designate the City Clerk of the City (the “City Clerk”) as the election official for such special election; and WHEREAS, there has been filed with the City Clerk a letter from the Registrar of Voters of the County of San Bernardino indicating that no persons were registered to vote within the territory of the Community Facilities District as of April 17, 2024, which demonstrates that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearings on the establishment of the Community Facilities District and the proposed debt issue for the Community Facilities District; and WHEREAS, there has been filed with the City Clerk consents and waivers of all of the landowners of record in the Community Facilities District consenting to the waiver of, and waiving, any time limit specified by Section 53326 of the Act and any requirement 348
2 4164-7288-8654.2
pertaining to the conduct of said special election, including any time limit or requirement applicable to an election pursuant to Article 5 of the Act (commencing with Section 53345 of the Act), consenting to the holding of said special election on May 21, 2024 and consenting to the waiver of, and waiving, any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act; and WHEREAS, the City Clerk has concurred in said waivers and has concurred in holding said special election on May 21, 2024;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. Pursuant to Sections 53351, 53326 and 53325.7 of the Act, the propositions to authorize the Community Facilities District to incur bonded indebtedness, to authorize the Community Facilities District to levy the Special Tax and to establish the appropriations limit of the Community Facilities District shall be submitted to the qualified electors of the Community Facilities District at an election called therefor as provided below.

Section 3. The City Clerk is hereby designated as the official to conduct said election.

Section 4. As authorized by Section 53353.5 of the Act, the propositions to authorize the Community Facilities District to incur such bonded indebtedness, to authorize the Community Facilities District to levy the Special Tax and to establish such appropriations limit of the Community Facilities District shall be combined into one ballot proposition.

Section 5. The City Council hereby finds and determines that no persons were registered to vote within the territory of the Community Facilities District as of April 17, 2024, and that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearings heretofore held by the City Council on the establishment of the Community Facilities District and the proposed debt issue for the Community Facilities District.

Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each person who is the owner of land as of the close of said public hearings, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District not exempt from the Special Tax.

Section 6. The City Council hereby finds and determines that the qualified electors of the Community Facilities District have (a) unanimously consented to the waiver of, and have waived, any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said election, including any time limit or 349
3 4164-7288-8654.2
requirement applicable to an election pursuant to Article 5 of the Act (commencing with Section 53345 of the Act), (b) unanimously consented to the holding of said election on May 21, 2024, and (c) unanimously consented to the waiver of, and have waived, any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act. The City Council hereby finds and determines that the City Clerk has concurred in said waivers and has concurred in holding said election on May 21, 2024.

Section 7. The City Council hereby calls a special election to submit to the qualified electors of the Community Facilities District the combined ballot proposition to authorize the Community Facilities District to incur bonded indebtedness in a maximum amount of $60,000,000, to authorize the Community Facilities to levy the Special Tax and to establish the appropriations limit of the Community Facilities District at $60,000,000, which election shall be held at 303 East B Street, Ontario, California, on May 21, 2024, provided, that, in the event the May 21, 2024 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearings and offer public comment would be as prescribed in the notice and agenda for such City Council meeting. The City Council has caused to be provided to the City Clerk, as the official to conduct the election, the Resolution of Formation, the Resolution Deeming Necessity, a certified map of sufficient scale and clarity to show the boundaries of the Community Facilities District and a sufficient description to allow the City Clerk to determine the boundaries of the Community Facilities District.

The voted ballots shall be returned to the City Clerk not later than 7:30 p.m. on May 21, 2024; provided, however, that if all of the qualified electors have voted prior to such time, the election may be closed with the concurrence of the City Clerk.

Section 8. Pursuant to Section 53326 of the Act, the election shall be conducted by mail or hand-delivered ballot pursuant to Section 4000 et. seq. of the California Elections Code. Except as otherwise provided in the Act, the provisions of law regulating elections of the City, insofar as they may be applicable, shall govern the election.

Section 9. The form of the ballot for the election, which sets forth the measure to be submitted to the voters, is attached hereto as Exhibit A and by this reference incorporated herein, and such form of ballot is hereby approved. The City Clerk shall cause to be delivered to each of the qualified electors of the Community Facilities District a ballot in said form, together with all supplies and written instructions necessary for the use and return of the ballot. The number of votes to be voted by a particular landowner shall be specified on the ballot provided to that landowner.

The identification envelope for return of a ballot shall be enclosed with such ballot, shall have the return postage prepaid, and shall contain: (a) the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the voter is the owner of record or the authorized representative of the landowner entitled to vote and is the person whose name appears on the identification envelope, (c) the printed name and signature of the voter, (d) the date of signing and place of execution of the declaration described in clause (b) above, and (e) a notice that the envelope contains an official ballot and is to be opened only by the canvassing board.
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Analysis and arguments with respect to the measure submitted to the voters are hereby waived, as provided in Section 53327 of the Act.

Section 10. The City Clerk shall accept the ballots of the qualified electors in the office of the City Clerk at 303 East B Street, Ontario, California, to and including 7:30 p.m. on May 21, 2024, whether said ballots be personally delivered or received by mail. The City Clerk shall have available ballots that may be marked at said location on the election day by said qualified electors.

Section 11. The City Council hereby determines that the facilities and services financed by the Community Facilities District are necessary to meet increased demands placed upon local agencies as a result of development occurring in the Community Facilities District.

Section 12. The specific purpose of the bonded indebtedness that the Community Facilities District is proposed to be authorized to incur is the financing of the Facilities, including all costs and estimated costs incidental to, or connected with, the accomplishment of such purpose, and the proceeds of such bonded indebtedness shall be applied only to such specific purpose.

Upon approval of the proposition to authorize the Community Facilities District to incur bonded indebtedness, and the sale of any bonds evidencing such indebtedness, the City Council shall take such action as may be necessary to cause to be established an account for deposit of the proceeds of sale of the bonds. For so long as any proceeds of the bonds remain unexpended, the Management Analyst, Financial Services of the City shall cause to be filed with the City Council, no later than January 1 of each year, a report stating (a) the amount of bond proceeds received and expended during the preceding year, and (b) the status of any project funded or to be funded from bond proceeds. Said report may relate to the calendar year, fiscal year, or other appropriate annual period, as the Management Analyst, Financial Services of the City shall determine, and may be incorporated into the annual budget, audit, or other appropriate routine report to the City Council.

Section 13. All actions heretofore taken by the officers, employees and agents of the City with respect to the special election called pursuant hereto, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

Section 14. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

Section 15. This Resolution shall take effect immediately upon its adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
351
5 4164-7288-8654.2
PASSED, APPROVED, AND ADOPTED this 21st day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
352
6 4164-7288-8654.2

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
353
4164-7288-8654.2

EXHIBIT A

OFFICIAL BALLOT

CITY OF ONTARIO
May 21, 2024

SPECIAL ELECTION
This ballot is for a special, landowner election. The number of votes to be voted pursuant to this ballot is ____.

INSTRUCTIONS TO VOTERS:

To vote on the measure, mark a cross (+ or X) in the voting square after the word “YES” or after the word “NO”. All distinguishing marks or erasures are forbidden and make the ballot void. If you wrongly mark, tear or deface this ballot, return it to the City Clerk of the City of Ontario and obtain another.

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65
(FALLONCREST)
MEASURE: Shall the measure to authorize City of
Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) to incur bonded indebtedness in a maximum amount of $60,000,000, to authorize the Community Facilities District to levy a special tax in order to finance certain facilities and services and to establish the annual appropriations limit of the Community Facilities District at $60,000,000, as specified in the resolutions adopted by the City Council of the City of Ontario on May 21, 2024 entitled “A Resolution of the City Council of the City of Ontario, California, of Formation of City of Ontario Community Facilities District No. 65 (Falloncrest), Proposing that the Community Facilities District Be Authorized to Levy a Special Tax and Proposing that an Appropriations Limit of the Community Facilities District Be Established” and “A Resolution of the City Council of the City of Ontario, California, Deeming it Necessary for City of Ontario Community Facilities District No. 65 (Falloncrest) to Incur Bonded Indebtedness,” be adopted?
Yes:
No:
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4164-8966-5870.1
RESOLUTION NO. ________

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

CALIFORNIA, DECLARING RESULTS OF SPECIAL ELECTION AND

DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN
WHEREAS, on May 21, 2024, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, Calling Special Election for City of Ontario Community Facilities District No. 65 (Falloncrest)” (the “Resolution Calling Election”), calling a special election to submit to the qualified electors of City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) the combined ballot proposition to authorize the Community Facilities District to incur bonded indebtedness, to authorize the Community Facilities District to levy a special tax and to establish the appropriations limit of the Community Facilities District; and
WHEREAS, pursuant to the terms of the Resolution Calling Election and the provisions of the Act, the special election was held on May 21, 2024; and WHEREAS, the City Clerk of the City (the “City Clerk”) has certified the canvass of the returns of the election and has filed a Canvass and Statement of Results of Election (the “Canvass”), a copy of which is attached hereto as Exhibit A; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. The City Council has received, reviewed and hereby accepts the Canvass.

Section 3. The City Council hereby finds and declares that the ballot proposition submitted to the qualified electors of the Community Facilities District pursuant to the Resolution Calling Election has been passed and approved by such electors in accordance with Section 53355, Section 53328 and Section 53325.7 of the Act.

Section 4. The City Clerk is hereby directed to execute and cause to be recorded in the office of the County Recorder of the County of San Bernardino a notice of special tax lien in the form required by the Act, said recording to occur no later than 15 days following adoption by the City Council of this Resolution. 355
2 4164-8966-5870.1
Section 5. All actions heretofore taken by the officers, employees and agents of the City with respect to the special election, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

Section 6. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

Section 7. This Resolution shall take effect immediately upon its adoption.

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

PASSED, APPROVED, AND ADOPTED this 21st day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
356
3 4164-8966-5870.1

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
357
A-1
4164-8966-5870.1

EXHIBIT A
[See attached]
358
4164-8966-5870.1

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65
(FALLONCREST)

CANVASS AND STATEMENT OF RESULTS OF ELECTION
I hereby certify that on May 21, 2024, I canvassed the returns of the special election for City of Ontario Community Facilities District No. 65 (Falloncrest) held on May 21, 2024, that the total number of ballots cast in said Community Facilities District and the total number of votes cast for and against the combined ballot proposition submitted to the qualified electors of the Community Facilities District are as follows and that the totals as shown for and against such proposition are true and correct:

Qualified
Landowner
Votes
Votes
Cast YES NO
City of Ontario Community Facilities
District No. 65 (Falloncrest) Special
Election, May 21, 2024
23 ___ ___ ___
MEASURE: Shall the measure to authorize City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) to incur bonded indebtedness in a maximum amount of $60,000,000, to authorize the Community Facilities District to levy a special tax in order to finance certain facilities and services and to establish the annual appropriations limit of the Community Facilities District at $60,000,000, as specified in the resolutions adopted by the City Council of the City of Ontario on May 21, 2024 entitled “A Resolution of the City Council of the City of Ontario, California, of Formation of City of Ontario Community Facilities District No. 65 (Falloncrest), Proposing that the Community Facilities District Be Authorized to Levy a Special Tax and Proposing that an Appropriations Limit of the Community Facilities District Be Established” and “A Resolution of the City Council of the City of Ontario, California, Deeming it Necessary for City of Ontario Community Facilities District No. 65 (Falloncrest) to Incur Bonded Indebtedness,” be adopted? IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND this 21st day of May, 2024.

BY:

SHEILA MAUTZ, CITY CLERK
359
ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO,

CALIFORNIA, LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 65 (FALLONCREST)
WHEREAS, on April 16, 2024, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Intention to Establish a Community Facilities District Proposed to be Named City of Ontario Community Facilities District No. 65 (Falloncrest) and to Authorize the Levy of a Special Tax Therein,” stating its intention to establish City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax (the “Special Tax”) within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services (the “Services”); and
WHEREAS, on May 21, 2024, the City Council held a noticed public hearing on the establishment of the Community Facilities District, as required by the Act; and WHEREAS, subsequent to the close of said hearing, the City Council adopted resolutions entitled “A Resolution of the City Council of the City of Ontario, California, of Formation of City of Ontario Community Facilities District No. 65 (Falloncrest), Proposing that the Community Facilities District Be Authorized to Levy a Special Tax and Proposing that an Appropriations Limit of the Community Facilities District Be Established” (the “Resolution of Formation”), “A Resolution of the City Council of the City of Ontario, California, Deeming it Necessary for City of Ontario Community Facilities District No. 65 (Falloncrest) to Incur Bonded Indebtedness” and “A Resolution of the City Council of the City of Ontario, California, Calling Special Election for City of Ontario Community Facilities District No. 65 (Falloncrest),” which resolutions established the Community Facilities District, proposed that the Community Facilities District be authorized to levy the Special Tax within the Community Facilities District, proposed that an appropriations limit of the Community Facilities District be established and called a special election to submit to the qualified electors of the Community Facilities District the combined ballot proposition to authorize the Community Facilities District to incur bonded indebtedness, to authorize the Community Facilities District to levy the Special Tax and to establish the appropriations limit of the Community Facilities District; and
WHEREAS, on May 21, 2024, an election was held in which the qualified electors of the Community Facilities District approved said proposition by more than the two-thirds vote required by the Act; and
WHEREAS, the City Council is the legislative body of the Community Facilities District;
THE CITY COUNCIL OF THE CITY OF ONTARIO DOES ORDAIN AS FOLLOWS:
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Section 1. The City Council hereby authorizes and levies the Special Tax within the Community Facilities District pursuant to Sections 53328 and 53340 of the Act, at the rate and in accordance with the method of apportionment set forth in Exhibit B to the Resolution of Formation (the “Rate and Method”). The Special Tax is hereby levied commencing in fiscal year 2024-25 and in each fiscal year thereafter until the last fiscal year in which the Special Tax is authorized to be levied pursuant to the Rate and Method.

Section 2. The City Council may, pursuant to subdivision (b) of Section 53340 of the Act, provide, by resolution, for the levy of the Special Tax in the current tax year or in future tax years at the same rate or at a lower rate than the rate provided by this Ordinance. In no event shall the Special Tax be levied on any parcel within the Community Facilities District in excess of the maximum tax specified therefor in the Rate and Method.

Section 3. The Special Tax shall be levied on all of the parcels in the Community Facilities District, unless exempted by law or by the Rate and Method.

Section 4. The proceeds of the Special Tax shall only be used to pay, in whole or in part, the cost of providing the Facilities and Services and incidental expenses pursuant to the Act.

Section 5. The Special Tax shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in the case of delinquency as is provided for ad valorem taxes or in such other manner as the City Council shall determine, including direct billing of the affected property owners.

Section 6. If for any reason any portion of this Ordinance is found to be invalid, or if the Special Tax is found inapplicable to any particular parcel within the Community Facilities District, by a court of competent jurisdiction, the balance of this Ordinance and the application of the Special Tax to the remaining parcels within the Community Facilities District shall not be affected.

Section 7. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within fifteen (15) days of the adoption. The City Clerk shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

PASSED, APPROVED, AND ADOPTED this ________ day of _________ 2024. _____________________________________
PAUL S. LEON, MAYOR
361
4165-3999-7518.1
ATTEST:
_________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
362
4165-3999-7518.1

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 Ordinance No. _______ was duly introduced at a regular meeting of the City Council of the City of Ontario held _____________ and adopted at the regular meeting held ___________, 2024 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
_________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
I hereby certify that the foregoing is the original of Ordinance No. _______ duly passed and adopted by the Ontario City Council at their regular meeting held ____________ and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper.
__________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
363
4165-5677-4734.1
RESOLUTION NO. ________

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

CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN

ACQUISITION AND FUNDING AGREEMENT WITH LENNAR HOMES

OF CALIFORNIA, LLC
WHEREAS, certain real property within the boundaries of the City located generally south of State Route 60 is commonly known as the New Model Colony; and WHEREAS, the City has approved a General Plan Amendment for the New Model Colony, which has been supplemented by certain water, recycled water and sewer master plans (as so supplemented, the “General Plan Amendment”) and has certified an Environmental Impact Report and adopted a Mitigated Negative Declaration in connection with the General Plan Amendment (together, the “Environmental Impact Report”); and
WHEREAS, the City has specified in the General Plan Amendment and the Environmental Impact Report the major backbone transportation, water, sewer, storm drainage, parks, public safety infrastructure and fiber optic systems required to serve the New Model Colony; and
WHEREAS, the New Model Colony is now commonly referred to as Ontario Ranch; and
WHEREAS, Lennar Homes of California, LLC, a California limited liability company (“Lennar”), is developing certain of the property within Ontario Ranch (the “Property”); and
WHEREAS, certain of such major backbone infrastructure is required to serve the Property; and
WHEREAS, the City and Lennar desire to provide a mechanism to fund, in a timely manner, the costs of certain of such major backbone infrastructure required to serve Ontario Ranch (the “Facilities”) so that such development may occur; and WHEREAS, in order to provide such a mechanism, the City has, pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”), established City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”), the boundaries of which include the Property; and WHEREAS, the Community Facilities District is authorized to levy a special tax (the “Special Tax”) within the Community Facilities District and issue special tax bonds (the “Bonds”) secured by the Special Tax in order to finance certain of the Facilities; and
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4165-5677-4734.1
WHEREAS, it is anticipated that the Special Tax will be levied by the Community Facilities District and that, from time to time, Bonds will be issued by the Community Facilities District; and
WHEREAS, Lennar proposes to construct, or cause to be constructed, certain of the Facilities proposed to be financed by the Community Facilities District pursuant to the Act, and the City proposes to purchase such Facilities from Lennar pursuant to an Acquisition and Funding Agreement by and between the City and Lennar (such Acquisition and Funding Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Acquisition Agreement”); and WHEREAS, the City Council is the legislative body of the Community Facilities District;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

Section 1. The Acquisition Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. Each of the Mayor of the City, and such other member of the City Council as the Mayor may designate, the City Manager of the City and the Executive Director of Finance of the City, and such other officer or employee of the City as the City Manager may designate (the “Authorized Officers”) is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver the Acquisition Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Acquisition Agreement by such Authorized Officer.

Section 2. All actions heretofore taken by the officers, employees and agents of the City with respect to the Acquisition Agreement, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

Section 3. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

Section 4. This Resolution shall take effect immediately upon its adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
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4165-5677-4734.1
PASSED, APPROVED, AND ADOPTED this 21st day of May, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
366
4165-5677-4734.1

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
367
4164-5611-1438.1

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 65
(FALLONCREST)

CONCURRENCE OF ELECTION OFFICIAL
I, Sheila Mautz, City Clerk of the City of Ontario (the “City”), hereby certify as follows:
(a) that I am the election official responsible for conducting special elections in the City; and
(b) that, pursuant to Section 53326(a) of the Mello-Roos Community Facilities Act of 1982 (the “Act”), I do hereby concur in (i) the holding on the date hereof of the special election to submit to the qualified electors of City of Ontario Community Facilities District No. 65 (Falloncrest) (the “Community Facilities District”) the combined ballot proposition to authorize the Community Facilities District to incur bonded indebtedness, to authorize the Community Facilities District to levy a special tax and to establish an appropriations limit of the Community Facilities District, as provided in the resolution entitled “A Resolution of the City Council of the City of Ontario, California, Calling Special Election for City of Ontario Community Facilities District No. 65 (Falloncrest),” proposed to be adopted by the City Council of the City on the date hereof, and (ii) the waiving by the unanimous consent of the qualified electors of the Community Facilities District of any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of the election, including any time limit or requirement applicable to any election pursuant to Article 5 of the Act (commencing with Section 53345 of the Act).

Dated: May 21, 2024
Sheila Mautz, City Clerk
368
Department: Planning
Prepared By: Thomas Grahn
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Reviewed By: Kimberly Ruddins, Henry
Noh, Rudy Zeledon
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT:

A PUBLIC HEARNG TO CONSIDER AN URGENCY ORDINANCE

TO IMPLEMENT

MULTIPLE-FAMILY RESIDENTIAL AND MIXED-USE RESIDENTIAL OBJECTIVE DESIGN AND DEVELOPMENT STANDARDS, FILE NO. PDCA24-001

CITY OF ONTARIO
Agenda Report
May 21, 2024
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council adopt an Urgency Ordinance amending the reference document section of the City's Development Code, to implement Objective Development and Design Standards for multiple-family and mixed-use residential development.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

There is not a direct ﬁscal impact associated with this action. The current FY 2023-24 Adopted Budget includes budget of $310,000, these funds were reimbursed from the California Department of Housing and Community Development (HCD), funded from Senate Bill 2 (SB 2) Planning Grant, to develop Objective Development and Design Standards (ODDS). These funds were fully reimbursed by HCD over the project timeline, ensuring full cost recovery through the SB 2 grant.

BACKGROUND & ANALYSIS:

Background
: On September 17, 2019, the City Council authorized the City Manager to submit an application for SB 2 Planning Grant funds. T
he City of Ontario was eligible and received $310,000 in grant funding. These funds were utilized to develop the
Objective Development and Design Standards ("ODDS")
for various types of residential projects, including multiple-family and mixed-use development. The purpose of the ODDS is to facilitate housing growth by streamlining processes and enhancing current development standards.

In October 2019, the City issued a Request for Proposals (RFP) seeking consultant services and to solicit proposals from qualiﬁed ﬁrms specializing in General Plan updates, including the preparation of ODDS.

Following the evaluation of the proposals, on May 19, 2020, staﬀ recommended to the City Council that the consultant Placeworks be selected to update the General Plan and develop the ODDS. The goal of the 369
project was to incorporate the envisioned design standards into the Ontario Development Code (ODC) as a reference document.

Objective Development and Design Standards:

Senate Bill 330 (SB 330) established the Housing Crisis Act of 2019 (HCA) and was signed on October 9, 2019, and went into eﬀect on January 1, 2020. SB 330 establishes a streamlined approval process for housing projects with a speciﬁed amount of aﬀordable housing through requiring aﬀected cities to only apply objective zoning, subdivision, or design review standards to determine project consistency. The Objective Design and Development Standards provide the developer predictable and equitable multiple-family and residential mixed-use design standards .

The
City prepared the ODDS to ensure minimum quality aﬀordable housing design, whereas without the ODDS, the current development code standards allow developers to incorporate minimum multiple family setback standards with no required architectural design standards. Further, there currently are no development standards for mixed use projects outside of approved Planned Unit Developments (PUDs).

The ODDS provides city staﬀ with a mechanism to ensure quality aﬀordable housing design and assists in reviewing developer requests for concessions/waivers of minimum standards. All applicable projects under ODDS must adhere to architectural styles to the standards to for a streamlined approval. ODDS will cover various residential types, design and development standards for multiple-family and mixed-use areas currently lacking specific or subjective standards.

The urgency ordinance will incorporate ODDS for multiple-family and mixed-use development types featuring a compliance checklist and style sheet for diverse architectural styles. The checklist outlines minimum design requirements, while style sheets illustrate traditional and modern architectural interpretations. Comprehensive numerical standards for setbacks, building heights, and more are established for mixed-use and detached multiple-family areas, aligning with the Housing Element's Mixed-Use and High-Density zone standards program and SB2 Implementation.

The urgency ordinance will allow the City to respond and impose consistent development standards to address the anticipated increase in SB330 applications. The ODDS adoption by urgency ordinance, in accordance with Government Code section 36937, subdivision (b), and will be followed by a non-urgency ordinance at the earliest opportunity and will be considered for approval by the Planning Commission before returning to the City Council for ultimate adoption.

HCD Review:

As part of the Housing Element implementation, the City will provide HCD with a copy of the ordinance and the ﬁnalized Standards once adopted. This will fulﬁll the necessary Housing Element policy actions to establish multiple-family and mixed-use standards.

Environmental Analysis:

The proposed action is exempt from the California Environmental Quality Act (CEQA) as this project meets the required actions of CEQA Guidelines Section 15183 - Projects Consistent with a Community Plan, General Plan or Zoning because it involves direction to staﬀ to adopt and implement design standards, which will not cause signiﬁcant environmental impact and implements a uniformly applied development policy or standard that is consistent with the General Plan Housing Element policy to further regulate multiple-family residential development. This determination is predicated on Section 15004 of the CEQA Guidelines, which provides direction to lead agencies on the appropriate timing for environmental review. The project(s) for which the proposed design standards are utilized or are intended for may require the preparation of additional environmental documents. 370
ORDINANCE NO. ________

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA24-001
AMENDING THE REFERENCE DOCUMENT SECTION OF THE CITY’S

DEVELOPMENT CODE, TO IMPLEMENT OBJECTIVE DEVELOMENT

AND DESIGN STANDARDS FOR MULTIPLE-FAMILY AND MIXED-USE
DEVELOMENT.

WHEREAS, in 2017, the California Legislature approved, and the Governor signed into law Senate Bill 35 (“SB 35”), effective January 1, 2018, which among other things, allowed for by-right approval of housing developments only subject to objective standards; and
WHEREAS, SB 35 allows local agencies to adopt objective design and development standards for mixed-use and multiple-family residential projects; and WHEREAS, SB 35 took effect January 1, 2018, and preempted any conflicting city ordinance; and
WHEREAS, in 2019, the California Legislature approved, and the Governor signed into law Senate Bill 330 (“SB 330”), effective January 1, 2020, which among other things, streamlines the ministerial approval process for specified amount of affordable housing developments by emphasizing clear and objective standards, prohibiting discretionary review, and limiting the imposition of new conditions after a housing development application is deemed complete. The bill also includes provisions to prevent the expiration of approved housing entitlements for qualifying projects; and WHEREAS, in 2022, the California Legislature approved, and the Governor signed into law Senate Bill 6 (“SB 6”), effective July 1, 2023, in which a project proposed under SB 6 may be either a 100 percent residential project or a mixed-use project where at least 50 percent of the square footage is dedicated to residential uses. SB 6 projects are not exempt from CEQA but need not provide any affordable housing. SB 6 also requires projects to pay prevailing wages and utilize a “skilled and trained workforce; and WHEREAS, in 2022, the California Legislature approved, and the Governor signed into law Assembly Bill 2011 (“AB 2011”), which among other things, allows for by-right approval of housing developments only subject to objective standards in zones that allow for office, retail, and parking primary uses, such as in the City’s commercial, office, or parking uses are permitted; and
WHEREAS, AB 2011 allows local agencies to adopt objective design and development standards for multiple-family residential projects in zones that allow for office, retail, and parking uses; and
371
WHEREAS, the City desires to amend its local regulatory scheme to comply with and implement the Government Code, in part, specifically subject to SB 35, SB 330, SB 6 and AB 2011, and to appropriately regulate projects under State law; and WHEREAS, the approval of multiple-family residential and mixed-use residential development projects in various zoning districts based solely on the default standards currently in the City’s Development Code, without appropriate regulations governing project design, site planning, building massing, height, setback, landscape, building type, architectural review, and similar criteria, would threaten the character of existing neighborhoods, and negatively impact property values, personal privacy, and fire safety; and
WHEREAS, to protect public safety, health, and welfare, the City Council may adopt this ordinance as an urgency measure in accordance with the City of Ontario Municipal Code; and
WHEREAS, as part of the implementation of the City’s Housing Element Update the City prepared this Development Code Amendment to implement multiple-family residential and mixed-use residential objective development and design standards consistent with the policy program for these standards; and WHEREAS, the urgency ordinance will allow the City to respond and impose consistent development standards to address the anticipated increase in SB330 applications. The ODDS adoption by urgency ordinance, in accordance with Government Code section 36937, subdivision (b), and will be followed at the earliest possible time by a non- urgency ordinance that will be considered for approval by the Planning Commission before returning to the City Council for ultimate adoption; and WHEREAS, on May 21, 2024, the City Council of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred; and

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND ORDAINED by the City Council of the City of Ontario, as follows:

SECTION 1: Incorporation of Recitals. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2: The project has been assessed under CEQA and is deemed exempt based on CEQA Guidelines Section 15183, as it involves the adoption and implementation of Design Standards. This falls under the exemption for Projects Consistent with a Community Plan, General Plan, or Zoning, as it directs staff to adopt standards aligned with the General Plan Housing Element policy for multiple-family residential development. The determination relies on Section 15004, providing guidance on the timing of environmental review. While projects using the Design Standards may need environmental documents, the adoption of Objective Development and Design 372
Standards is exempt from CEQA as it won't significantly impact the environment. Staff recommends City Council acknowledge the exemption, accept the NOE, and instruct staff to file the document under CEQA and the CEQA Guidelines (14 CCR Section 1500 et seq.).

SECTION 3: Based General Plan. This ordinance is, as a matter of law, consistent with the City's General Plan pursuant to Government Code Section 65852.2(a)(1)( C).

SECTION 4: Code Amendments. Section 5.03.010 of Division 5.03 of Chapter 5 of the Ontario Development Code is hereby amended and restated to read in its entirety as provided in Exhibit "A," attached hereto and incorporated herein by reference.

SECTION 5: Effective Date. This ordinance takes effect immediately upon its adoption.

SECTION 6: Publication. The City Clerk shall either: (a) have this ordinance published in a newspaper of general circulation within 15 days after its adoption or (b) have a summary of this ordinance published twice in a newspaper of general circulation, within 15 days after its adoption.

SECTION 7: Submittal to HCD. The City Clerk shall submit a copy of this ordinance to the Department of Housing and Community Development within 60 days after adoption.

SECTION 8: This Severability. If any provision of this ordinance or its application to any person or circumstance is held to be invalid, such invalidity has no effect on the other provisions or applications of the ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this ordinance are severable. The City Council declares that it would have adopted this ordinance irrespective of the invalidity of any portion thereof.

SECTION 9: The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least twice, in a newspaper of general circulation in the City of Ontario, California within fifteen 15) days of the adoption. The City Clerk shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

PASSED, APPROVED, AND ADOPTED this ________ day of _________ 2024. _____________________________________
PAUL S. LEON, MAYOR
373
ATTEST:
_________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
374

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
_________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
375
ATTACHMENT A:

File No. PDCA24-001;
Objective Development and Design Standards
(Multiple-Family and Mixed-Use Residential)
(Document follows this page)
376
City of Ontario
Residential Objective
Development & Design
Standards
Administrative Review Draft | April 2024
Date: APRIL 8, 2024
377
Draft ODDS 4/8/24
Residential Objective Development & Design Standards

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Ontario City CouncilMay 21, 2024

Ontario City Council
May 21, 2024