Agenda packet — Ontario City Council, July 2, 2024 (part 1 of 5)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting
JULY
2, 2024
City Hall
303 East B Street, Ontario, CA 91764

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

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL

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

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

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

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

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

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

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

ATTACHMENT:

20240702 Closed Session.docx

ACCOMODATIONS

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

ORDER OF BUSINESS

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

CALL TO ORDER
(OPEN SESSION)

ROLL CALL

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

CLOSED SESSION PUBLIC COMMENT

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

CLOSED SESSION
GC 54956.9 (d)(2), CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION One Matter

PLEDGE OF ALLEGIANCE
Mayor pro Tem Porada

INVOCATION
Mr. Jeff Paulus, Christ Church Parish
X

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

REPORT ON CLOSED SESSION
City Attorney

SPECIAL CEREMONIES

ONTARIO 5K REINDEER RUN & RUDOLPH'S DASH CHECK PRESENTATION TO ONTARIO-

MONTCLAIR SCHOOLS FOUNDATION
That the City Council present the Ontario-Montclair Schools Foundation with a check from the proceeds of the 2023 Ontario 5K Reindeer Run & Rudolph's DASH.

PUBLIC COMMENTS 6:30 P.M.

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

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

AGENDA REVIEW/ANNOUNCEMENTS

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

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

CONSENT CALENDAR

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

1. APPROVAL OF MINUTES

ATTACHMENT:

20240604 Meeting Minutes (Not Official Until Approved).docx

2. BILLS & PAYROLL

3. A CONSTRUCTION CONTRACT WITH ALL AMERICAN ASPHALT FOR THE 2024 FALL

PAVEMENT REHABILITATION PROJECT

ATTACHMENT:

03 - Location Maps.pdf

ATTACHMENT:

02 - Contract.pdf

4. ACCEPT WRITTEN PETITIONS TO CREATE A COMMUNITY FACILITIES DISTRICT; ADOPT A

RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 52 (SUNDANCE PARK) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES;

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

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

Minutes for the regular meetings of the City Council and Housing Authority of June 4, 2024 and approving same as on file in the Records Management Department.

Bills May 31, 2024 through June 20, 2024, and Payroll May 19, 2024 through June 1, 2024.

That the City Council award a Construction Contract with All American Asphalt of Corona, California, for the 2024 Fall Pavement Rehabilitation Project (Project) in the amount of $4,958,888 plus a ten percent (10%) contingency of $495,888 for a total of $5,454,776 ; and
authorize the City Manager, or his designee, to execute said contract and all related documents, and file a notice of completion at the conclusion of all construction activities.

That the City Council consider and:

A
.

Accept written petitions (on ﬁle in the Records Management Department) from BrookCal Ontario LLC, KL LB BUY 1 LLC, Brookﬁeld Row at SP LLC, and Brookﬁeld Homes Southern California LLC ("Landowners"), to create a Community Facilities District, and to waive certain procedural matters, under the Mello-Roos Community Facilities Act of 1982; B
.

Adopt a Resolution of Intention to establish Community Facilities District proposed to be named City of Ontario Community Facilities District No. 52 (Sundance Park) and to authorize the levy of a special tax therein, and set a public hearing for the formation of the Community Facilities District as part of the regularly scheduled City Council meeting on Tuesday, August 20, 2024; and
C
.

Adopt a Resolution Declaring It Necessary for the City of Ontario Community Facilities CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

ATTACHMENT:

2024-069
CFD_No._52_Sundance_Park_01_Reso_of_Intention_RESO_RM.docx

ATTACHMENT:

CFD No. 52 Sundance Park^01A Map,EXH A.pdf

ATTACHMENT:

CFD No. 52 Sundance Park^01B RMA, EXH C.pdf

ATTACHMENT:

2024-070
CFD_No._52_Sundance_Park_02_Reso_to_Incur_Bonded_Indebtedness_ RESO_RM.docx

5. A PROFESSIONAL SERVICES AGREEMENT WITH BUCKNAM INFRASTRUCTURE GROUP INC.

FOR THE UPDATE OF THE CITY'S PAVEMENT MANAGEMENT PROGRAM AND SIDEWALK SURVEY

ATTACHMENT:

24-25 PMP - Professional Services Agreement_Combined.pdf

6. A RESOLUTION ORDERING THE SUMMARY VACATION OF THE RIGHT-OF-WAY IN A

PORTION OF EMORY LANE AND RECONVEYING ANY OF THE CITY'S INTERESTS THEREIN

ATTACHMENT:

20240702 Vacation 323^01 EXH 1.pdf

ATTACHMENT:

2024-071 Vacation_323_02_RESO_RM.docx

ATTACHMENT:

20240702 Vacation 323^03 RESO EXH A - B.pdf

7. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 68 (RICH District No. 52 (Sundance Park) to Incur Bonded Indebtedness.

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. 52 (SUNDANCE PARK) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 52 (SUNDANCE PARK) TO INCUR BONDED INDEBTEDNESS.

That the City Council authorize the City Manager, or his designee, to execute a Professional Services Agreement with Bucknam Infrastructure Group Inc., of Oceanside, California, for the update of the City's Pavement Management Program and sidewalk survey, for a total contract amount not-to-exceed $694,500 for up to five (5) years.

That the City Council adopt a Resolution ordering the summary vacation of the right-of-way in a portion of Emory Lane located within Tract Map No. 17564-1, near the northeast corner of Mill Creek Avenue and Chino Avenue, and reconvey any of the City's interest therein and authorize the City Manager, or his designee, to execute the documents necessary to evidence the vacation and the reconveyance of the City's interest.

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

SUMMARY VACATION OF RIGHT-OF-WAY IN A PORTION OF EMORY LANE AND RECONVEYING

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

HAVEN INDUSTRIAL SERVICES)

ATTACHMENT:

CFD 68 Rich Haven Industrial Services 01^ORD^RM

8. A DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (FILE NO. PDIF23-004) BETWEEN THE

CITY OF ONTARIO AND LANDSEA HOMES OF CALIFORNIA, LLC, FOR FACILITY CONSTRUCTION ASSOCIATED WITH TRACT MAP 20452 (FILE NO. PMTT21-017), LOCATED ON THE WEST SIDE OF HAVEN AVENUE, 1,300 FEET SOUTH OF RIVERSIDE DRIVE, WITHIN

THE WEST HAVEN SPECIFIC PLAN

ATTACHMENT:

DIF Agreeement - PDIF23-004 - Landsea - TM 20452 Signed

06.05.24.pdf

9. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH TILDEN-COIL CONSTRUCTORS, INC. FOR CONSTRUCTION MANAGEMENT MULTI-PRIME SERVICES FOR PHASE 1 OF THE ONTARIO CONVENTION CENTER EXPANSION PROJECT

ATTACHMENT:

Tilden-Coil Amendment 4 Rev 5.9.24.pdf

10. AN AMENDMENT TO THE AGREEMENT WITH CENTRALSQUARE TECHNOLOGIES, LLC., FOR 911 DISPATCH SYSTEM
That the City Council consider and adopt an Ordinance authorizing the levy of special taxes within City of Ontario Community Facilities District No. 68 (Rich Haven Industrial Services).

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 68 (RICH HAVEN INDUSTRIAL SERVICES).

That the City Council approve the Development Impact Fee Credit Agreement (File No. PDIF23- 004) between the City of Ontario and Landsea Homes of California LLC, for the facility construction associated with Tract Map 20452 (File No. PMTT21-017), located on the west side of Haven Avenue, 1,300 feet south of Riverside Drive, within the Haven Speciﬁc Plan, and authorize the City Manager, or his designee, to execute the Agreement.

That the City Council take the following actions:

A
.

Authorize the City Manager or his designee to execute Amendment No. 4 to the Professional Services Agreement with Tilden-Coil Constructors, Inc., of Riverside, California, to provide Construction Management Multi-Prime Services for Phase 1 of the Ontario Convention Center Expansion Project in the amount of $3,005,730 for a total not-to-exceed contract amount of $33,049,677; and
B
.

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

That the City Council authorize the City Manager or his designee to execute Amendment No. 2 to the Solutions Agreement with CentralSquare Technologies, LLC., of Lake Mary, Florida, for CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

Amendment 2_CentralSquare Solutiont-6-26-2024.pdf

11. A DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (FILE NO. PDIF23-002) BETWEEN THE CITY OF ONTARIO AND KL LB BUY 1 LLC, FOR FACILITY CONSTRUCTION ASSOCIATED WITH TRACT MAP 20529 (FILE NO. PMTT22-010), LOCATED 400 FEET SOUTHWEST OF CHINO

AVENUE AND MILL CREEK AVENUE, WITHIN THE RICH-HAVEN SPECIFIC PLAN

ATTACHMENT:

PDIF23-002 KL LB BUY 1 LLC Signed.pdf

12. AN ORDINANCE ADOPTING A DEVELOPMENT CODE AMENDMENT ESTABLISHING HISTORIC PRESERVATION - ADAPTIVE REUSE PLANS, FILE NO. PDCA24-002

ATTACHMENT:

File No. PDCA24-002^01 AR Attach A.docx

ATTACHMENT:

File No. PDCA24-002 02^ORD^RM

ATTACHMENT:

File No. PDCA24-002^03 Ordinance Attach A- clean.docx

ATTACHMENT:

20240618 File No. PDCA24-002 ^PC Back-up.pdf

13. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH WINDSONG PRODUCTIONS, LLC. FOR VIDEO PRODUCTION SERVICES
the use of Computer-Aided Dispatch (CAD) and Records Management Systems (RMS), used by the Police and Fire Departments to extend the terms for one year with an optional renewal period for two years in the amount not-to-exceed $1,961,717.

That the City Council approve the Development Impact Fee Credit Agreement (File No. PDIF23- 002) between the City of Ontario and KL LB BUY 1 LLC, for the facilities construction associated with Tract Map 20529 (PMTT22-010), located 400 feet southwest of Chino Avenue and Mill Creek Avenue, within the Rich-Haven Speciﬁc Plan, and authorize the City Manager, or his designee, to execute the Agreement.

That the City Council consider and adopt an Ordinance approving File No. PDCA24-002, a Development Code Amendment revising Table 2.02-1: Reviewing Matrix of Chapter 2 (Administration and Procedures) to include the Fire Marshal as an Approving Authority, and Chapters 4 (Permits Actions and Decision) and 7 (Historic Preservation) to establish Historic Preservation - Adaptive Reuse Plan of the City of Ontario Development Code.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA24-002, A DEVELOPMENT CODE AMENDMENT REVISING TABLE 2.02-1:

REVIEWING MATRIX OF CHAPTER 2 (ADMINISTRATION AND PROCEDURES) TO INCLUDE THE FIRE MARSHAL AS AN APPROVING AUTHORITY, AND CHAPTERS 4 (PERMITS ACTIONS AND DECISION) AND 7 (HISTORIC PRESERVATION) TO ESTABLISH HISTORIC PRESERVATION-

ADAPTIVE REUSE PLAN OF THE CITY OF ONTARIO DEVELOPMENT CODE, AND MAKING FINDINGS IN SUPPORT THEREOF.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 3 to the Professional Services Agreement with Windsong Productions, LLC. to extend the contract term by one year and increase the contract amount by $292,789 to cover the corresponding work for the year. The new not-to-exceed amount for the contract will be $1,107,836.

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

ATTACHMENT:

Amendment No. 3 with Scope of Work

14. A TELECOMMUNICATIONS MASTER CUSTOMER AGREEMENT WITH ZAYO GROUP LLC FOR

THE LEASE OF DARK FIBER

ATTACHMENT:

Zayo Group MCA FORM (6-4-24) Final 6.14.24-c1.pdf

ATTACHMENT:

Zayo - Customer Schedule Dark Fiber Offerings FORM 6.14.24 final- c1.pdf

15. AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA21-010)

BETWEEN THE CITY OF ONTARIO AND SL ONTARIO DEVELOPMENT COMPANY, LLC

ATTACHMENT:

File_No._PDA21-010_SL Ontario Development Co. LLC_01 EXH A&B.pdf

ATTACHMENT:

File No. PDA21-010 SL Ontario Development Co. LLC 02^ORD^RM

ATTACHMENT:

File_No._PDA21-010_SL Ontario Development
Co._LLC_03_DEV_AGR.doc

16. STUDENT REPRESENTATIVE AND ALTERNATIVE APPOINTMENTS TO THE RECREATION & PARK COMMISSION FOR FY 2024-2025

17. A RESOLUTION APPROVING THE ADMINISTRATIVE POLICY SETTING FORTH THE

APPLICATION AND SELECTION PROCESS, TERM, AND DUTIES OF NON-VOTING STUDENT

MEMBERS OF THE RECREATION & PARKS COMMISSION
That the City Council authorize a Master Customer Agreement and Service Order, with Zayo Group LLC to establish a dark ﬁber connection from Ontario, California to One Wilshire in Los Angeles, California, in the amount of $528,780, plus a 10% contingency in the amount of $52,878, for a total-not-to-exceed amount of $581,658; and authorize the City Manager, or his designee, to execute said Agreement and future amendments within the authorization limits.

That the City Council consider and adopt an Ordinance approving a Development Agreement (File No. PDA21-010) between the City of Ontario and SL Ontario Development Company, LLC.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDA21-010, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND SL

ONTARIO DEVELOPMENT COMPANY LLC, TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH TENTATIVE TRACT MAP 20562 (FILE NO. PMTT22-022), A 62.69 ACRE

PROPERTY, LOCATED AT THE SOUTHEAST CORNER OF EUCALYPTUS AVENUE AND HAVEN AVENUE, WITHIN PLANNING AREA 32 (MIXED-RESIDENTIAL) AND PLANNING AREA 34 (SCHOOL) OF THE SUBAREA 29 SPECIFIC PLAN. (FILE NO. PSPA21-005), (APNS: 1073-171-04, 1073-171-08, 1073-171-09 AND 1073-171-10).

That the City Council conﬁrm Krisha Shah, Ontario resident and student at Colony High School as the Student Representative and Alyssa Marquez, Ontario resident and student at Chaﬀey High School as the second Student Representative to the Recreation & Parks Commission for the term set to expires on June 30, 2025.

That the City Council approve the Administrative Policy setting forth the application and CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 8

ATTACHMENT:

Resolution_Administrative_Policy_for_Student_Representative_01^RES O^RM

ATTACHMENT:

Exhibit A 2024 Student Representative - Commission Process .docx

18. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH LONG BEACH BMW

MOTORCYCLES FOR PARTS AND REPAIRS OF POLICE MOTORCYCLES

ATTACHMENT:

LBBMW_Amendment_5_2024_MR AA.pdf

19. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENTS WITH CITRUS MOTORS ONTARIO, INC., MARK CHRISTOPHER CHEVROLET, INC., AND FORD OF UPLAND FOR FORD,

GMC, AND CHEVROLET PARTS AND REPAIRS

ATTACHMENT:

Citrus_Amendment_6_2024_MR.pdf

ATTACHMENT:

FordofUpland_Amendment_6_2024_MR.pdf

ATTACHMENT:

Mark Christopher Amenment #4_Revised 2023 Ontario_ Model Amendment 6.25.24 AA.pdf

selection process, term, and duties of non-voting student members of the Recreation & Parks Commission.

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

ADMINISTRATIVE POLICY PERTAINING TO THE SELECTION AND PARTICIPATION OF NON- VOTING STUDENT REPRESENTATIVES ON THE RECREATION & PARKS COMMISSION.

That the City Council authorize the City Manager or his designee to execute Amendment No. 5 to the Goods and Services Agreement with Long Beach BMW Motorcycles, of Long, California, for the procurement of parts and repairs for Police BMW Motorcycles in the amount of $50,000, for a total not-to-exceed contract amount of $300,000, and extend the agreement to June 30, 2025.

That the City Council take the following actions:

A
.

Authorize the City Manager or his designee to execute Amendment No. 4 to the Goods and Services Agreement with Mark Christopher Chevrolet, Inc., of Ontario, California, for the procurement of GMC and Chevrolet OEM parts in the amount of $100,000, for a total not-to-exceed contract amount of $460,000, and extend the agreement to June 30, 2025, and
B
.

Authorize the City Manager or his designee to execute Amendment No. 6 to the Goods and Services Agreement with Citrus Motors Ontario, Inc., of Ontario, California, for the procurement of Ford Original Equipment Manufacturer (OEM) parts and repair services in the amount of $300,000, for a total not-to-exceed contract amount of $990,000, and extend the agreement to June 30, 2025; and
C
.

Authorize the City Manager or his designee to execute Amendment No. 6 to the Goods and Services Agreement with Ford of Upland, of Upland, California, for the procurement of Ford original equipment manufacturer (OEM) parts and repair services in the amount of $130,000, for a total not-to-exceed contract amount of $500,000, and extend the agreement to June 30, 2025.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 9

20. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH AMREP

MANUFACTURING COMPANY FOR PARTS AND REPAIRS OF REFUSE TRUCK BODIES

ATTACHMENT:

AMREP_Amendment_4_2024_MR AA.pdf

21. A PUBLIC HEARING TO CONSIDER A RESOLUTION REGARDING THE FORMATION OF THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE 2);

ADOPTION OF A RESOLUTION DEEMING IT NECESSARY TO INCUR BONDED INDEBTEDNESS; AND INTRODUCTION OF AN ORDINANCE LEVYING SPECIAL TAXES That the City Council authorize the City Manager or his designee to execute Amendment No. 4 to the Goods and Services Agreement with AMREP Manufacturing Company, of Ontario, California, for the procurement of parts and repairs of refuse truck bodies in the amount of $500,000, for a total not-to-exceed contract amount of $2,510,000, and extend the agreement to June 30, 2025.

PUBLIC HEARINGS

Pursuant to Government Code Section 65009, if you challenge the City’s zoning, planning or any other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to the public hearing. Aﬃdavits of posting compliance, for all items below, are on file with the Records Management Department.

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

That the City Council consider and:

A
.

Adopt a Resolution of Formation of Community Facilities District No. 71 (Neuhouse Phase 2), 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. 71 (Neuhouse Phase 2); C
.

Adopt a Resolution calling a special election for City of Ontario Community Facilities District No. 71 (Neuhouse Phase 2);
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. 71 (Neuhouse Phase 2); and F
.

Adopt a Resolution authorizing the execution and delivery of an acquisition and funding agreement with LS-ONTARIO II LLC, a Delaware limited liability company.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, OF FORMATION CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 71 (NEUHOUSE PHASE CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 10

ATTACHMENT:

2024-073
CFD_71_Neuhouse_Phase_2_01_Reso_of_Formation_RESO_RM.docx

ATTACHMENT:

CFD 71 Neuhouse Phase 2^01A RMA EXH B.pdf

ATTACHMENT:

2024-074
CFD_71_Neuhouse_Phase_2_02_Reso_Deeming_Necessity_to_Incur_RE SO_RM.docx

ATTACHMENT:

CFD 71 Neuhouse Phase 2^03 Concurrence of Election Offical.docx

ATTACHMENT:

2024-075
CFD_71_Neuhouse_Phase_2_04_Reso_Calling_Election_RESO_RM.docx

ATTACHMENT:

2024-076
CFD_71_Neuhouse_Phase_2_05_Reso_Delcaring_Election_RESO_RM.do cx

ATTACHMENT:

CFD 71 Neuhouse Phase 2 07 Ordinance to Levy Special Tax^ORD^RM

ATTACHMENT:

2024-077
CFD_71_Neuhouse_Phase_2_08_Reso_Authorizing_Aquisition_Agreeme nt_RESO_RM.docx

22. A PUBLIC HEARING TO CONSIDER FILE NO. PUD23-004, A PLANNED UNIT DEVELOPMENT FOR 21.58 ACRES OF LAND GENERALLY LOCATED SOUTH OF E SREET, NORTH OF HOLT

BOULEVARD, WEST OF EUCLID AVENUE, EAST OF PALM AVENUE AND THE NORTHERN

PORTION OF THE BLOCK BETWEEN FERN AND PALM AVENUES AND C AND D STREETS 2), PROPOSING THAT THE COMMUNITY FACILITIES DISTICT BE AUTHORIZED TO LEVY A SPECIAL

TAX AND PROPOSING THAT AN APPROPRIATIOINS LIMIT OF THE COMMUNITY FACILITIES DISTICT BE ESTABLISHED.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DEEMING IT NECESSARY FOR THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO.71 (NEUHOUSE PHASE 2) TO INCUR BONDED INDEBTEDNESS.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CALLING SPECIAL ELECTION FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO.71 (NEUHOUSE PHASE 2)

A RESOLUTION OF THE CITY OF COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DECLARING RESULTS OF SPECIAL ELECTION AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN.

AN ORDINANCE OF THE CITY OF COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO.71 (NEUHOUSE PHASE 2).

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

THE EXECUTION AND DELIVERY OF AN ACQUISITION AND FUNDING AGREEMENT WITH LS- ONTARIO II LLC.

That the City Council take the following actions:

A
.

Consider and adopt a Resolution approving a Mitigated Negative Declaration in CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 11

ATTACHMENT:

20240702 File No. PUD23-004^PC Backup.pdf

ATTACHMENT:

2024-078 File_No._PUD23-004_01_CC_Res_-
_MND___MMRP_RESO_RM.docx

ATTACHMENT:

20240702 File No. PUD23-004^02 RES ATT A - MMRP.docx

ATTACHMENT:

20240702 File No. PUD23-004^03 RES ATT A- MND.pdf

ATTACHMENT:

File No. PUD23-004 05 CC^ORD^RM

ATTACHMENT:

20240702 File No. PUD23-004^06 Final CC Draft.pdf
accordance with the California Environmental Quality Act and adopting a related Mitigation Monitoring and Reporting Program for File No. PUD23-004; and B
.

Introduce and waive further reading of an Ordinance approving File No. PUD23-004, the Downtown West Planned Unit Development (PUD), to establish a set of planning and design principles, development regulations and performance standards to govern future development of 21.58 acres, generally located south of E Street, north of Holt Boulevard, west of Euclid Avenue, east of Palm Avenue and the northern portion of the block between Fern and Palm Avenues and C and D Streets, within the LUA-1 (Euclid Avenue Entertainment) of the MU-1 (Downtown Mixed Use) zoning district.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO APPROVING A MITIGATED

NEGATIVE DECLARATION IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY

ACT, AND ADOPTING A RELATED MITIGATION MONITORING AND REPORTING PROGRAM FOR FILE NO. PUD23-004

AN ORDINANCE OF THE CITY COUNCIL OF

THE CITY OF ONTARIO, CALIFORNIA, APPROVING
FILE NO. PUD23-004, A PLANNED UNIT DEVELOPMENT TO ESTABLISH PLANNING AND DESIGN

PRINCIPLES, DEVELOPMENT REGULATIONS AND PERFORMANCE STANDARDS TO GOVERN FUTURE DEVELOPMENT OF 21.58 ACRES OF LAND, GENERALLY LOCATED SOUTH OF E STREET,

NORTH OF HOLT BOULEVARD, WEST OF EUCLID AVENUE, EAST OF PALM AVENUE, AND THE

NORTHERN PORTION OF THE BLOCK BETWEEN FERN AND PALM AVENUES AND C AND D STREETS, WITHIN THE LUA-1 (EUCLID AVENUE ENTERTAINMENT) OF THE MU-1 (DOWNTOWN MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF—APNS: 1048- 566-08, 1048-566-09, 1048-566-10, 1048-566-02, 1048-566-01, 1048-566-03, 1048-566-04, 1048-566-06, 1048-566-07, 1048-561-07, 1048-561-08, 1048-561-09, 1048-561-10, 1048-561-12, 1048-561-13, 1048-562-01, 1048-562-02, 1048-565-01, 1048-565-04, 1048-565-05, 1048-565-06, 1048-566-06, 1048-566-07, 1048-354-04, 1048-354-05, 1048-354-06, 1048-354-07, 1048-354-08, 1048-353-13, 1048-353-14, 1048-354-01, 1048-354-02, 1048-354-03, 1048-565-14, 1048-566-05, 1048-566-11, 1048-561-11, 1048-562-03, 1048-562-06, 1048-562-07, 1048-563-01, 1048-563-02, 1048-563-03, 1048-563-04, 1048-563-05, 1048-576-01, 1048-576-02, 1048-563-07, 1048-563-08, 1048-564-07, 1048-564-11, 1048-564-12, 1048-564-13, 1048-564-14, 1048-565-02, 1048-565-03, 1048-563-06, 1048-563-07, 1048-563-08, 1048-563-09, 1048-563-10, 1048-565-07, 1048-565-08, 1048-565-09, 1048-565-10, 1048-565-11, 1048-565-12, 1048-565-13, 1048-563-11, 1048-564- 01, 1048-564-02, 1048-564-03, 1048-564-04, 1048-564-05, 1048-564-06, 1048-564-08, 1048- 564-09, 1048-564-10.

STAFF MATTERS

City Manager Ochoa
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 12

COUNCIL MATTERS
Public Art Program Advisory Commission Appointment

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

ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 13 1 of 1

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) July 2, 2024
ROLL CALL: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.

STAFF: City Manager / Executive Director __, City Attorney __ In attendance: Dorst-Porada _, Wapner _, Bowman _, Valencia _, Mayor / Chairman Leon _.

GC 54956.9 (d)(2), CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION One Matter
No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ Reported by:
___________________________________________
City Attorney / City Manager / Executive Director
14 Department: Recreation & Community Services
Prepared By: Danielle Guevara
Staff Member Presenting: Nicholas S. Gonzalez,
Recreation & Community Services Director
Reviewed By: Lacey A Rightmer
Approved By:

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

SUBJECT:

ONTARIO 5K REINDEER RUN & RUDOLPH'S DASH CHECK PRESENTATION TO

ONTARIO-MONTCLAIR SCHOOLS FOUNDATION

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

SPECIAL CEREMONIES

RECOMMENDATION:

That the City Council present the Ontario-Montclair Schools Foundation with a check from the proceeds of the 2023 Ontario 5K Reindeer Run & Rudolph's DASH.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The City enters into an agreement annually with the Ontario-Montclair Schools Foundation to split proceeds from this yearly event. As part of that agreement, 75% of the proceeds go to Ontario-Montclair Promise Scholars and 25% of the proceeds go to the City's Empowerment Scholarship program. The adjusted net proceeds for the 2023 event were $106,507.86, which were included in the FY 2023-24 Budget in the General Fund. The total proceeds to the Ontario-Montclair Schools Foundation net of expenses is $79,880.90.

BACKGROUND & ANALYSIS:

Each year, the Recreation & Community Services Department partners with the Ontario-Montclair Schools Foundation to support and promote the 5K Reindeer Run & Rudolph's DASH event. The Recreation & Community Services Department organizes and executes the event, including seeking sponsors and marketing. The Ontario-Montclair Schools Foundation garners district-wide support, provides volunteers, and assists event with promotion, marketing, and administrative support.

In 2023, the 5K Reindeer Run & Rudolph's DASH brought in a total of 3,902 runners and $57,700 in sponsorship packages.

The Ontario-Montclair Promise Scholars is an award-winning program designed to assist Ontario- Montclair youth by helping prepare them for their journey toward a college education. Ontario- Montclair Promise Scholars utilizes the proceeds from the event to provide college and career curriculum in each K-6 classroom, take ﬁeld trips to colleges, host parent presentations, put on college fairs, and assist students with college applications and ﬁnancial aid forms. The City's 15 Empowerment Scholarship allows Ontario community members from low-income backgrounds to participate in fee-based recreation activities that will enrich their lives. Community members can apply for Empowerment Scholarship funds by visiting the City website www.OntarioCA.gov/Recreation.

The adjusted net proceeds for this event were $106,507.86. Per the agreement between the City of Ontario and Ontario-Montclair Schools Foundation, $79,880.90 will beneﬁt the Promise Scholars program and $26,626.96 will fund the City's Empowerment Scholarships. 16 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
June 4, 2024
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS
The regular meetings of the Ontario City Council and the Housing Authority were held on Tuesday, June 4, 2024 at Ontario City Hall, 303 E. B Street Ontario, California.

OPEN MEETING CALLED TO ORDER
Mayor Leon called the joint meetings to order at 6:03 p.m.

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

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

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

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

GC 54956.9 (d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION:

Deanna Maclachlan v. City of Ontario, Superior Court of California, County of San Bernardino, Case No. CIV SB 2304275
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS:

Property: APN: 0210-205-01; 4000 E. Ontario Center Parkway; City/Authority negotiator:

Scott Ochoa or his designee; Negotiating parties: OTC Lot A Owner, LLC c/o Adept Urban; SMG. Under negotiation: Price and terms of payment. 17 Ontario City Council/Ontario Housing Authority
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OPEN MEETING CALLED TO ORDER
Mayor Leon reconvened the meetings at 6:30 p.m. for the regular session.

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

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

INVOCATION
The invocation was led by Pastor Victor Enoch Zesati of Victory Outreach Ontario Bilingual Church.

PUBLIC COMMENTS
Assistant City Clerk Isbell announced there was one written public comment:

Ishmael Alvarez, regarding complications with reporting potholes on the Ontario App.

Mayor Leon called upon the first speaker:

Rich Gentry, regarding RV storage parking.

Kim Flores, regarding zoning and potential City property acquisitions.

SPECIAL CEREMONIES

TWENTY-FOURTH ANNUAL MODEL COLONY AWARDS
The City Council presented the 2024 “Model Colony” Awards for Historic Preservation.

AGENDA REVIEW/ANNOUNCEMENTS
City Manager Ochoa made no announcements.

CONSENT CALENDAR
Mayor Leon inquired if anyone was interested in speaking to the items on the Consent Calendar.

Tyler Haskall, spoke in opposition to Item 15.

Attorney Duran affirmed that should the City choose to authorize Item 15 they would be doing so within the boundaries of the law.
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MOTION: Moved by Council Member Wapner, seconded by Mayor pro Tem Porada and carried by a unanimous vote 4-0, to approve the Consent Calendar, with Council Member Bowman absent.

1. BILLS & PAYROLL
Approved bills May 3, 2024 through May 16, 2024, in the amount of $19,012,379.89, and Payroll April 21, 2024 through May 4, 2024 in the amount of $5,175,735.44.

2. A PROFESSIONAL SERVICES AGREEMENT WITH RAY KLEIN, INC. DBA

PROFESSIONAL CREDIT SERVICE FOR COLLECTION AGENCY SERVICES The City Council authorized the City Manager, or his designee, to execute a Professional Services Agreement with Ray Klein Inc., dba Professional Credit Service of Vancouver, Washington, to perform collection agency services for delinquent accounts for a period of three years, with two optional one-year extensions to continue providing collection agency services for various City Agencies.

3. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH AXON ENTERPRISE, INC. FOR THE ACQUISITION OF POLICE DEPARTMENT

FRONTLINE PATROL EQUIPMENT
The City Council authorized the City Manager, or his designee, to execute an Amendment to the Professional Services and Equipment Purchase Agreement with Axon Enterprise, Inc., of Scottsdale, Arizona, for the purchase of additional Fleet 3 advanced cameras for additional patrol units for a new total not-to-exceed contract amount of $9,780,670.

4. AUTHORIZE CHANGE ORDER NO. 3 TO THE CONSTRUCTION CONTRACT WITH MCCARTHY BUILDING COMPANIES, INC. FOR DESIGN-BUILD

CONSTRUCTION SERVICES FOR THE CITY HALL PARKING STRUCTURE

PROJECT
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Change Order No. 3 to the Construction Contract with McCarthy Building Companies, Inc., of Newport Beach, California, for design-build construction services for the City Hall Parking Structure Project in the amount of $878,788 for a total not-to-exceed contract amount of $30,857,931; and
B. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to agreements, assessments, easements, lot line adjustments, reduction of retention accounts, contracts, and contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction related activities.
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5. A RESOLUTION APPROVING AN AMENDMENT TO THE CITY OF ONTARIO

LOCAL GUIDELINES FOR IMPLEMENTING THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA)
The City Council adopted a Resolution approving the 2024 Amendment to the “City of Ontario Local Guidelines for Implementing the California Environmental Quality Act (CEQA)”.

RESOLUTION NO. 2024-035 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, AMENDING AND ADOPTING LOCAL

GUIDELINES FOR IMPLEMENTING THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (PUBLIC RESOURCES CODE §§ 21000 ET SEQ.).

6. A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT,
IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20451
The City Council adopted a Resolution approving an Improvement Agreement, Improvement Security and Final Tract Map No. 20451 located at the West side of Hamner Avenue, approximately 570 feet north of Eucalyptus Avenue, within the Esperanza Specific Plan.

RESOLUTION NO. 2024-036 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING AN IMPROVEMENT
AGREEMENT, IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20451 LOCATED ON THE WEST SIDE OF HAMNER AVENUE, APPROXIMATELY 570 FEET NORTH OF EUCALYPTUS AVENUE.

7. A RESOLUTION ADOPTING THE LIST OF PROJECTS FOR FISCAL YEAR 2024-25 FUNDED BY SENATE BILL 1, THE ROAD REPAIR AND
ACCOUNTABILITY ACT OF 2017
The City Council adopted a Resolution approving the Fiscal Year 2024-25 Project List for Senate Bill 1 (SB1), the Road Repair and Accountability Act of 2017.

RESOLUTION NO. 2024-037 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2024-25 FUNDED BY SENATE BILL 1, THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017.

8. AUTHORIZATION OF THE SALE OF A POLICE HELICOPTER
The City Council authorized the City Manager, or his designee, to execute the Aircraft Sales Agreement with a buyer of Canada, B.C., (on ﬁle with the Records Management Department) for the sale of the City's police helicopter identi ﬁed by N10NT (Model H125B3) in the amount of $2,435,000 for disposition of this aircraft. 20 Ontario City Council/Ontario Housing Authority
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9. GOODS AND EQUIPMENT PURCHASE AGREEMENTS WITH ALL AMERICAN ASPHALT AND MANHOLE ADJUSTING, INC. FOR THE PROCUREMENT OF

ASPHALT MATERIALS
The City Council authorized the City Manager, or his designee, to execute Maintenance Services Agreements for the procurement of asphalt materials with All American Asphalt, of Corona, California, for a total not-to-exceed contract amount of $5,932,772 for up to ﬁve years and Manhole Adjusting, Inc., of Pico Rivera, California, for a total not-to-exceed contract amount of $174,380 for up to five years.

10. A CONSTRUCTION CONTRACT WITH GRBCON, INC. FOR THE EASEMENT

STORM DRAIN REPAIR PROJECT
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute a Construction Contract with GRBCON, Inc., of Baldwin Park, California, for the Easement Storm Drain Repair Project in the amount of $707,191;
B. Authorized a 10% contingency of $70,719 to address any unforeseen issues that may arise during the construction for a total not-to-exceed contract amount of $777,910; and
C. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts and filing a notice of completion at the conclusion of all construction related activities.

11. A MAINTENANCE SERVICES AGREEMENT WITH WEST COAST ARBORIST, INC. FOR CITYWIDE TREE MAINTENANCE SERVICES
The City Council authorized the City Manager, or his designee, to execute a Maintenance Services Agreement for Contract No. PM 2425-15 with West Coast Arborist, Inc., of Anaheim, California, to provide Citywide Tree Maintenance Services for a total contract amount not-to- exceed $11,609,505 for up to five (5) years.

12. A MAINTENANCE SERVICES AGREEMENT WITH UNITED STORM WATER, INC. FOR CITYWIDE STORM DRAIN MAINTENANCE SERVICES
The City Council authorized the City Manager, or his designee, to execute a Maintenance Services Agreement for Contract No. SM-2425 with United Storm Water, Inc., of Industry, California, to provide citywide Storm Drain Maintenance Services for a total contract amount not-to-exceed $640,290 for up to three years.

13. AWARD A CONSTRUCTION CONTRACT TO AWI BUILDERS, INC. FOR THE

FIRE ADMINISTRATION BUILDING
The City Council took the following actions:
21 Ontario City Council/Ontario Housing Authority
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A. Rejected S.J. Amoroso Construction Co., LLC’s bid for the Fire Administration Building project as being non-responsive, and B. Authorized the City Manager, or his designee, to execute a Construction Contract with AWI Builders, Inc., of Burbank, California, to provide construction services for the D&C21-001A New Fire Administration Building in the amount of $31,665,595, and
C. Authorized a 15% contingency of $4,749,840, for a total not-to-exceed contract amount of $36,415,435; and
D. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and filing a notice of completion at the conclusion of all construction related activities.

14. AN AMENDMENT TO THE ARCHITECTURAL DESIGN SERVICES AGREEMENT WITH PBK ARCHITECTS, INC. FOR FIRE STATION NO. 1 AND THE FIRE

ADMINISTRATION BUILDING
The City Council authorized the City Manager, or his designee, to execute Amendment No. 2 to the Architectural Design Services Agreement with PBK Architects, Inc., of Rancho Cucamonga, California, to provide additional architectural design of Fire Station No. 1 and Fire Administration Building in the amount of $70,720 for a total not-to-exceed contract amount of $3,759,720 and extend the agreement to June 30, 2026.

15. A MAINTENANCE SERVICES AGREEMENT WITH CMAX COMMERCIAL MAINTENANCE, INC. FOR CITYWIDE STREET SWEEPING SERVICES The City Council authorized the City Manager, or his designee, to execute a Maintenance Services Agreement for Citywide Street Sweeping Services with CMAX Commercial Maintenance, Inc. (CMAX), of Ontario, California, for a total contract amount not-to-exceed $66,412,963 for up to 15 years.

16. AUTHORIZE THE PURCHASE OF A LIVE FIRE SIMULATOR PROP WITH DRAEGER, INC. FOR THE ONTARIO FIRE DEPARTMENT
The City Council authorized the City Manager, or his designee, to execute the purchase of a live ﬁre simulation prop from Draeger, Inc., of Telford, PA, in an amount not-to-exceed $728,262.
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17. MAINTENANCE SERVICES AGREEMENTS WITH PRIORITY LANDSCAPE SERVICES, LLC., MERCHANTS LANDSCAPE SERVICES, INC., AND BRIGHTVIEW LANDSCAPE SERVICES, INC., FOR LANDSCAPE

MAINTENANCE SERVICES FOR FORMER REDEVELOPMENT SITES,

HOUSING AND GAS TAX FUNDED SITES, WATER WELL SITES, AND CERTAIN

PARKWAYS, FIRE STATIONS, AND LANDSCAPE MEDIANS IN THE OLD

MODEL COLONY
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute a Maintenance Services Agreement for Contract No. PM 2425-03 Former Redevelopment Sites for Landscape Maintenance Services with Priority Landscape Services, LLC., of Anaheim, California, for a total contract amount not-to-exceed $1,066,454 for up to five (5) years, and
B. Authorized the City Manager, or his designee, to execute a Construction Contract with AWI Builders, Inc., of Burbank, California, to provide construction services for the D&C21-001A New Fire Administration Building in the amount of $31,665,595, and
C. Authorized a 15% contingency of $4,749,840, for a total not-to-exceed contract amount of $36,415,435; and
D. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and filing a notice of completion at the conclusion of all construction related activities.

18. A PROFESSIONAL SERVICES AGREEMENT FOR LEGAL CONSULTING SERVICES WITH RICHARD D. JONES DBA JONES MAYER
The City Council authorized the City Manager, or his designee, to execute a Professional Services Agreement with Richard D. Jones, a Professional Law Corporation, dba Jones Mayer, of Fullerton, CA, for legal consulting services for a total not-to-exceed contract amount of $375,000.

19. DESIGN SERVICES AGREEMENTS FOR ON-CALL WATER AND SEWER

ENGINEERING SERVICES
The City Council approved the three-year Design Services Agreements with six ﬁrms to provide On-Call Water and Sewer Engineering Services in the amount of $200,000 per year for a three-year total not-to-exceed amount of $600,000 for each ﬁrm, and authorized the City Manager, or his designee, to execute said Agreements and future amendments within the authorized limits.

20. PROFESSIONAL SERVICES AGREEMENTS FOR ON-CALL PROJECT 23 Ontario City Council/Ontario Housing Authority
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MANAGEMENT SERVICES
The City Council approved three-year Professional Services Agreements with ﬁve ﬁrms to provide On-Call Project Management Services in the amount of $200,000 per year for a three-year total not-to-exceed amount of $600,000 for each ﬁrm; and authorized the City Manager, or his designee, to execute said Agreements and future amendments within the authorized limits.

21. A CONTINGENCY INCREASE TO THE CONSTRUCTION CONTRACT WITH JAMES FOWLER CO. AND AN AMENDMENT TO THE PROFESSIONAL
SERVICES AGREEMENT WITH PETRA GEOSCIENCES INC. FOR
GEOTECHNICAL AND MATERIAL TESTING SERVICES FOR UT1046 SAN ANTONIO TRANSMISSION WATER MAIN PHASE 2 PROJECT
A. Authorized the City Manager, or his designee, to increase the Construction Contract contingency with James Fowler Co., of Dallas, Oregon, in the amount of $399,763, increasing the overall construction contingency from 10% ($799,526) to 15% ($1,199,288), for a new total not-to-exceed contract authorization of $9,194,544.

B. Authorized the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Petra Geosciences, Inc., of Costa Mesa, California, to amend the Agreement by $241,269 for a new total not-to-exceed amount of $498,444, and a term from October 29, 2022, to September 30, 2024.

22. A MAINTENANCE SERVICES AGREEMENT WITH UBICQUIA, INC., FOR

SMART CITY STREETLIGHT CONTROL SYSTEM SERVICES
The City Council authorized the City Manager, or his designee, to execute a Maintenance Services Agreement with Ubicquia, Inc., of Fort Lauderdale, Florida, to provide Smart Streetlight Monitoring Software and Data Retention Services for a total contract amount not- to-exceed $470,000 for up to five (5) years.

23. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH CALIFORNIA PPE RECON. INC. FOR RENTAL AND MAINTENANCE OF

PERSONAL PROTECTIVE EQUIPMENT FOR THE ONTARIO FIRE

DEPARTMENT
The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Goods and Services Agreement with California PPE Recon.

Inc., of Riverside, California for rental and maintenance of personal protective equipment (PPE) to increase the current contract by $85,000, plus a 10% contingency for a new not to exceed amount of $247,500 per contract year, for a total contract amount not to exceed $1,237,500.

24. A COST SHARING AGREEMENT WITH CHAFFEY JOINT UNION HIGH SCHOOL 24 Ontario City Council/Ontario Housing Authority
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DISTRICT FOR SCHOOL RESOURCE OFFICERS
The City Council authorized the City Manager, or his designee, to execute a Cost Sharing Agreement with the Cha ey Joint Union High School District for three School Resource Officers for a total revenue amount of $1,381,163.

25. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH THIRTIETH STREET ARCHITECTS, INC., FOR THE DOWNTOWN A1 BLOCK

PRESERVATION PROJECT DESIGN
The City Council took the following actions:

A. Authorized the City Manager or his designee to execute Amendment No. 5 to the Design Services Agreement with Thirtieth Street Architects, Inc., of Newport Beach, California, in the amount of $147,300 for a total not-to-exceed $706,600; and
B. Authorized the City Manager or his designee to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and ﬁling a notice of completion at the conclusion of all construction related activities.

PUBLIC HEARINGS

26. 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
The City Council took the following actions:

A. Adopted 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. Adopted a Resolution deeming it necessary for the district to incur bonded indebtedness within Community Facilities District No. 65 (Falloncrest); C. Adopted a Resolution calling a special election for City of Ontario Community Facilities District No. 65 (Falloncrest);
D. Adopted a Resolution declaring the results of the special election and directing the recording of a Notice of Special Tax Lien;
E. Introduced and waived further reading of an ordinance levying special taxes within City of Ontario Community Facilities District No. 65 (Falloncrest); and F. Adopted a Resolution authorizing the execution and delivery of an acquisition and funding agreement with Lennar Homes of California, LLC, a California limited liability company.
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RESOLUTION NO. 2024-038 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, OF FORMATION OF THE 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.

RESOLUTION NO. 2024-039 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).

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

Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item. Hearing no one, City Clerk Mautz continued the proceedings.

City Clerk Mautz acknowledged the City’s compliance with the San Bernardino County Registrar of Voters as well as confirming the report on the establishment of the CFD No. 65 (Falloncrest) has been received.

MOTION: Moved by Council Member Wapner, seconded by Mayor pro Tem Porada and carried by a unanimous vote 4-0, with Council Member Bowman absent, to adopt Resolution Nos. 2024-038 and 2024-39.

RESOLUTION NO. 2024-040 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).

RESOLUTION NO. 2024-041 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.

City Clerk Mautz announced the results of the ballots with both ballots being in favor of the action.

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

Mayor Leon inquired whether persons were present who wished to speak to the item. Hearing no one, Mayor Leon entertained council discussion. 26 Ontario City Council/Ontario Housing Authority
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MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Wapner and carried by a unanimous vote 4-0, to adopt both Resolution No. 2024-040 and Resolution No. 2024-041, and with Council Member Bowman absent.

ORDINANCE NO. 3274 (FIRST READING) AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN COMMUNITY FACILITIES DISTRICT NO. 65 (FALLONCREST).

RESOLUTION NO. 2024-042 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.

MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Wapner and carried by a unanimous vote 4-0, with Council Member Bowman absent, to introduce Ordinance No. 3274 and to adopt Resolution No. 2024-042.

27. A PUBLIC HEARING TO CONSIDER ADOPTING A RESOLUTION OF

NECESSITY FOR THE ACQUISITION BY EMINENT DOMAIN OF A FEE SIMPLE INTEREST IN CERTAIN REAL PROPERTY LOCATED AT 301 NORTH EUCLID

AVENUE FOR THE GRANADA THEATER REVITALIZATION PROJECT
The City Council conducted a public hearing and adopted a Resolution of Necessity declaring that the acquisition of a fee simple interest in certain real property located at 301 North Euclid Avenue, more particularly described as Assessor Parcel No. 1048-566-07 (the Property), is necessary for the rehabilitation of the Historic Granada Theater.

Associate attorney Mark A. Easter provided an overview of the legal proceedings.

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

Mayor Leon inquired whether persons were present who wished to speak to the item. Hearing no one, Mayor Leon entertained council discussion.

MOTION: A vocal roll call was conducted. Moved by Mayor pro Tem Porada, seconded by Council Member Wapner and carried by a unanimous vote 4-0, with Council Member Bowman absent, to adopt Resolution No. 2024-043.

28. A PUBLIC HEARING TO CONSIDER AN URGENCY ORDINANCE TO

IMPLEMENT MULTIPLE-FAMILY RESIDENTIAL AND MIXED-USE

RESIDENTIAL OBJECTIVE DESIGN AND DEVELOPMENT STANDARDS, FILE NO. PDCA24-001
The City Council took the following actions:
27 Ontario City Council/Ontario Housing Authority
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A. Considered and waived further reading of an Urgency Ordinance amending the reference document section of the City's Development Code.

B. Considered and adopted a Resolution to implement Objective Development and Design Standards for multiple-family and mixed-use residential development.

URGENCY ORDINANCE NO. 3275 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

ONTARIO DEVELOPMENT CODE, TO AUTHORIZE OBJECTIVE

DEVELOPMENT AND DESIGN STANDARDS FOR MULTIPLE-FAMILY AND

MIXED-USE DEVELOPMENT, AND FINDING THE ACTION TO BE EXEMPT FROM CEQA.

RESOLUTION NO. 2024-044 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA24-001

IMPLEMENTING THE OBJECTIVE DEVELOPMENT AND DESIGN STANDARDS

FOR MULTIPLE-FAMILY AND MIXED-USE DEVELOPMENT, AND FINDING THE ACTION TO BE EXEMPT FROM CEQA.

Notice of public hearing was duly given and affidavits of compliance are on file in the Records Management Department. There was one written communication from Lory Masonis in opposition to the item.

Mayor Leon inquired whether other persons were present who wished to speak to the item. Hearing no one else, Mayor Leon entertained council discussion.

MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Valencia and carried by a unanimous vote 4-0, with Council Member Bowman absent, to adopt Urgency Ordinance No. 3275 and Resolution No. 2024-044.

29. A RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 35 (COUNTRYSIDE PHASE 2 SOUTH-FACILITIES) SPECIAL TAX BONDS, SERIES 2024 AND RELATED

MATTERS
The City Council took the following actions:

A. Considered and adopted a Resolution authorizing the issuance of City of Ontario Community Facilities District No. 35 (Countryside Phase 2 South-Facilities) Special Tax Bonds, Series 2024 (the "Bonds"), in an aggregate principal amount not-to-exceed $12.5 million, authorizing the execution and delivery of an Indenture, a Bond Purchase Agreement, a Continuing Disclosure Agreement and an Amended and Restated Acquisition and Funding Agreement, authorizing the distribution of an O cial Statement and related actions;
28 Ontario City Council/Ontario Housing Authority
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B. Considered and adopted a Resolution of the City of Ontario making a declaration of o cial intent to reimburse facilities expenditures with bond proceeds and related actions;
C. Authorized the issuance of special tax bonds for public improvements required to facilitate the development of the Countryside Phase 2 South - Facilities project and the Ontario Ranch development;
D. Approved the forms of the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, an Amended and Restated Acquisition and Funding Agreement, and the Preliminary Official Statement; E. Authorized a negotiated sale of the special tax bonds to Samuel A. Ramirez & Co., in accordance with the terms of the Bond Purchase Agreement; and F. Authorized the execution of the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, a deemed ﬁnal certiﬁcation in connection with the Preliminary O cial Statement, a ﬁnal O cial Statement and other documents in connection with the issuance of the bonds by the City Manager or the other specified authorized officers.

RESOLUTION NO. 2024-045 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 35 (COUNTRYSIDE PHASE 2 SOUTH-FACILITIES) SPECIAL TAX BONDS, SERIES 2024, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,500,000,

AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, A BOND

PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND

AN AMENDED AND RESTATED ACQUISITION AND FUNDING AGREEMENT,

AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN

CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS.

RESOLUTION NO. 2024-046 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, MAKING A DECLARATION OF OFFICIAL

INTENT TO REIMBURSE FACILITIES EXPENDITURES WITH BOND PROCEEDS AND RELATED ACTIONS.

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

Mayor Leon inquired whether persons were present who wished to speak to the item. Hearing no one, Mayor Leon entertained Council discussion.

MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Valencia and carried by a unanimous vote 4-0, with Council Member Bowman absent, to adopt Resolution Nos. 2024-045 and 2024-046.

30. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, ADDING ARTICLE 22 (VALET PARKING) TO CHAPTER 6 29 Ontario City Council/Ontario Housing Authority
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(TRAFFIC) OF TITLE 4 (PUBLIC SAFETY) OF THE ONTARIO MUNICIPAL

CODE, ESTABLISHING REGULATIONS RELATING TO VALET PARKING The City Council introduced an Ordinance adding Article 22 (Valet Parking to Chapter 6 (Traffic) of Title 4 (Public Safety) and amending Section 4-6.1202 of the Ontario Municipal Code, establishing regulations to valet parking.

ORDINANCE NO. 3276 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, ADDING ARTICLE 22 (VALET PARKING) TO CHAPTER 6 (TRAFFIC) OF TITLE 4 (PUBLIC SAFETY) AND AMENDING SECTION 4-6.1202 OF THE ONTARIO MUNICIPAL CODE, ESTABLISHING REGULATIONS RELATING TO VALET PARKING.

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

Mayor Leon inquired whether persons were present who wished to speak to the item. Hearing no one, Mayor Leon entertained council discussion.

MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Wapner and carried by a unanimous vote 4-0, to introduce Ordinance No. 3276, and with Council Member Bowman absent.

STAFF MATTERS:

City Manager Ochoa made no announcements.

COUNCIL MATTERS:

Council Member Valencia had no comments.

Council Member Wapner had no comments.

Mayor pro Tem Porada thanked the Ontario Police Department and Ontario Fire Department for their collaborative efforts as well as informed the community on upcoming community events.

Mayor Leon thanked the community for the outpour of emotional support directed at his wife and family.

ADJOURNMENT:

Mayor Leon adjourned the meetings of the Joint Agencies at 7:26 p.m. and announced the next regular meeting was scheduled for June 18, 2024.

Respectfully submitted,
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____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY
APPROVED:
_____________________________________
PAUL S. LEON, MAYOR
31 Department: Community Development
Prepared By: Yesenia Lopez
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Approved By:

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

A CONSTRUCTION CONTRACT WITH ALL AMERICAN ASPHALT FOR THE 2024 FALL

PAVEMENT REHABILITATION PROJECT

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council award a Construction Contract with All American Asphalt of Corona, California, for the 2024 Fall Pavement Rehabilitation Project (Project) in the amount of
$4,958,888 plus a ten percent (10%) contingency of $495,888 for a total of $5,454,776 ;
and authorize the City Manager, or his designee, to execute said contract and all related documents, and file a notice of completion at the conclusion of all construction activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

The Fiscal Year 2024-25 Adopted Budget includes appropriations for the construction of the Project in the amount of $6,060,000 from Measure I, Road Maintenance and
Rehabilitation Account (RMRA-SB1) and CalRecycle Rubberized Pavement Grant Program. The total recommended expenditure authorization for All American Asphalt consists of $4,958,888 plus a ten percent (10%) contingency of $495,888 for a total of $5,454,776.

BACKGROUND & ANALYSIS:

The general scope of work to be performed under this Construction Contract consists of grinding and removal of damaged pavement, placement of new asphalt rubber hot mix pavement, placement of concrete pavement, curb ramps, and any appurtenances necessary to complete the improvements as described in the Plans and Speciﬁcations.

This project
will extend the lifespan of the streets by ﬁfteen years. The project locations include Archibald Avenue from 1-10 Freeway to Inland Empire Boulevard (Project No. ST2503); Archibald Avenue from Riverside Drive to Schaefer Avenue (Project No. ST2503); Archibald Avenue from Eucalyptus Avenue to Victoria Street (Project No. ST2503); Francis Street from Hellman Avenue to Archibald Avenue (Project No. ST2504); Hellman Avenue from Mission Boulevard to Francis Street (Project No.

ST2506); Philadelphia Street from Haven Avenue to Mission Boulevard (Project No. ST2507); and, Proforma Avenue from Mission Boulevard to Francis Street (Project No. ST2508). A project location map is provided for reference as Exhibit "A".
32 In April 2024, the City solicited bids for the Project and ﬁve bids were received. The following is a summary of the bid results:

CONTRACTOR LOCATION AMOUNT All American Asphalt Corona, CA $4,958,888 RJ Noble Company Orange, CA $5,172,710 Granite Construction Company Indio, CA $5,524,425 Hardy & Harper, Inc. Lake Forest, CA $5,562,000 Vance Corporation Bloomington, CA $5,784,212

All American Asphalt submitted the lowest responsive bid and has previously performed similar work for the City of Ontario in a satisfactory manner.

The City was awarded the CalRecycle Grant in December 2023 which promotes the use of rubber from California-generated waste tires in asphalt products. The grant will reimburse construction costs for asphalt-rubber hot mix at a rate of $4/ton.

ENVIRONMENTAL REVIEW: The environmental impacts of this project were reviewed and Staﬀ determined that the Project is categorically exempt from the requirements of the California Environmental Quality Act pursuant to Section 15301 (Class 1, Existing Facilities) of the California Environmental Quality Act, whereas the project consists of repair/maintenance to existing streets, sidewalks, gutters, and similar facilities that are typical/necessary for a street rehabilitation/improvements, resulting in negligible and/or no expansion of use beyond what existed at the time of the Lead Agency’s determination. 33 34
35 36
37 38
39 40

SECTION 00500

CONTRACT
THIS CONTRACT is entered as of ____________ , in the County of San Bernardino, State of California, by and between the City of Ontario, hereinafter called City, and All American Asphalt hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK . The Contractor shall perform all Work within the time stipulated in the Contract and shall provide all labor, materials, eq uipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:
2024 FALL PAVEMENT REHABILITATION PROJECT
The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work.

The Work shall be commenced on the date stated in the City’s Notice to Proceed.

The Contractor shall complete all Work required by the Contract Documents within One Hundred Twenty (120) working days from the commencement date stated in the Notice to Pro ceed, herein after the Contract Time. By its signature hereunder, Contractor agrees the Contract Time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Four Million Nine Hundred Fifty -Eight Thousand Eight Hundred Eighty-Eight and 00/100 Dollars ($4,958,888.00), hereinafter the Contract Price.

Payment shall be made as set forth in the General Conditions.

ARTICLE 4. LIQUIDATED DAMAGES. The Contractor acknowledges that the City will sustain actual damag es for each and every day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages.

Accordingly, as provided in Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of Six Thousand Seven Hundred Dollars PAUL S. LEON
MAYOR

DEBRA PORADA

MAYOR PRO TEM

ALAN D. WAPNER
JIM W. BOWMAN

RUBEN VALENCIA

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

TREASURER

SCOTT OCHOA

CITY MANAGER

41 46700.00100\33865502.1

(BB&K 2020) - 2 - SECTION 00500

CONTRACT

($6,700) for each and every calendar day of delay in completing the Work beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

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

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

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

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following documents, each of which is incorporated into this Contract by reference:
• Notice Inviting Bids
• Instructions to Bidders
• Bid Form
• Contractor’s Certificate Regarding Workers’ Compensation form • Bid Bond
• List of Subcontractors form
• Contractor Information and Experience Form
• Non-Collusion Declaration form
• Public Works Contractor Registration Certification form • Iran Contracting Act Certification form
• Contract
• Performance Bond
• Payment Bond
• Environmental documents and approvals (If Applicable) • General Conditions
• Special Conditions
• Standard Specifications for Public Works Construction (Greenbook), Latest Edition, except Sections 1-8
• Technical Specifications
• Addenda (If Applicable)
• Plans and Drawings
42 46700.00100\33865502.1

(BB&K 2020) - 3 - SECTION 00500

CONTRACT

• Approved and fully executed Change Orders
• Applicable Local Agency Standards and Specifications, as last revised • Federal Requirements
• CalRecycle Rubberized Pavement Grant Program Requirements • Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

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

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall co mply with all requirements of applicable federal, state and local laws, rules and regulations, including but not limited to, the provisions of the California Labor Code and Public Contract Code applicable to this Project.

If the Work involves federal funds, the Contractor and all its subcontractors shall comply with all requirements set forth in the attached Federal Requirements.

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

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City Clerk’s office or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

43 46700.00100\33865502.1

(BB&K 2020) - 4 - SECTION 00500

CONTRACT

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

CITY OF ONTARIO
By:

Scott Ochoa
City Manager

ATTEST:

By:

Sheila Mautz, City Clerk

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

By:

Its:

Printed Name:

By:

Its:

Printed Name:

____________________________________
Contractor’s License Number and
Classification

____________________________________
DIR Registration Number

END OF CONTRACT
44 Department: Financial Services
Prepared By: Cruz Torres
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, . .

Approved By:

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

ACCEPT WRITTEN PETITIONS TO CREATE A COMMUNITY FACILITIES DISTRICT;

ADOPT A RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 52 (SUNDANCE PARK) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES; AND ADOPT A RESOLUTION

DECLARING IT NECESSARY TO INCUR BONDED INDEBTEDNESS

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and:

A
.

Adopt a Resolution Declaring It Necessary for the City of Ontario Community Facilities District No. 52 (Sundance Park) to Incur Bonded Indebtedness.

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
FISCAL IMPACT:

The use of Mello-Roos ﬁnancing in the Sundance Park residential development is projected to generate approximately $379,366 per year, at buildout, to fund administrative fees and municipal services; and approximately $21.4 million in bonds proceeds to be used to fund a 45 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 on 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. Municipal services that may be funded by a community facilities district include: 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 drain protection services; maintenance and operation of ﬁber optic telecommunications, wireless communication and public safety camera systems and maintenance and operation of any real property or tangible property with an estimated useful life of ﬁve or more years that is owned by the governmental entity. 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 a Resolution declaring the intention to establish a community faciliti
es district, authorize the levy of special taxes, and issue bonds.

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 of Ontario 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.

BrookCal Ontario LLC, KL LB BUY 1 LLC, Brookﬁeld Row at SP LLC, and Brookﬁeld Homes Southern California LLC have provided written petitions to the City requesting formation of a community facilities district, along with a deposit pursuant to a Deposit and Reimbursement Agreement dated November 1, 2022,
to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness, and provides for the repayment to BrookCal Ontario LLC from the proceeds from any bonded indebtedness by the Community Facilities District. The Sundance Park project addresses the development of two zones: Zone 1 is approximately 8.98 gross acres located west of Mill Creek Avenue, east of Haven Avenue, south of Chino Avenue, and north of Schaefer Avenue and; Zone 2 is approximately 23.89 gross acres located west of Mill Creek Avenue, east of Haven Avenue, south of Ontario Ranch Road, and north of Edison Avenue. At build- out, the project is expected to include 418 residential units, comprised of 120 townhome units in Zone 1, and 298 units units in Zone 2 (88 single-family and 210 townhomes).

Included, as part of the Resolution of Intention 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 ($85 million) is set intentionally higher than the current estimated bond amount (approximately $21.4 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 46 structure of the Rate and Method of Apportionment of Special Tax for the Sundance Park 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 community facilities districts will be required to disclose the maximum annual special tax amount to each homeowner before entering into a sales contract.

List of infrastructure to be financed:

Storm Drain System Facilities
Streets and Traffic Circulation System Facilities
Water & Recycled Water Facilities
Sewer System Facilities
Fiber Optic System Facilities

City Staﬀ has discussed the proposed Rate and Method of Apportionment of Special Tax with the landowners. As proposed, the Resolution of Intention to establish the Community Facilities District and to levy special taxes will set a public hearing date on the formation of the community facilities district for the regularly scheduled City Council meeting on Tuesday, August 20, 2024, to consider the matter.
47

Page 1 of 6 ends

RESOLUTION NO. 2024-069

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. 52 (SUNDANCE PARK) AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX THEREIN.

WHEREAS, Section 53318 of the Mello-Roos Community Facilities Act of 1982 (the “Act”) provides that proceedings for the establishment of a community facilities district shall be instituted by a legislative body of a local agency when a petition requesting the institution of the proceedings signed by the owners of not less than 10% of the area of land proposed to be included within the community facilities district and not proposed to be exempt from the special tax, describing the boundaries of the territory that is proposed for inclusion in the area and specifying the type or types of facilities and services to be financed by the community facilities district is filed with the clerk of the legislative body; and
WHEREAS, Section 53318 of the Act further provides that such a petition may not be acted upon until the payment of a fee in an amount that the legislative body determines, within 45 days of receiving such petition, is sufficient to compensate the legislative body for all costs incurred in conducting proceedings to create a community facilities district pursuant to the Act; and
WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”) has received from each of BrookCal Ontario LLC (“BrookCal Ontario”), Brookfield Row at SP LLC, Brookfield Homes Southern California LLC, and KL LB BUY 1 LLC (collectively, the “Landowners”) a written petition (together, the “Petitions”), requesting the City Council to institute proceedings pursuant to the Act to establish a community facilities district (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District, describing the boundaries of the territory that is proposed for inclusion in the Community Facilities District and specifying the types of facilities and services to be financed by the Community Facilities District; and WHEREAS, in connection with such request to institute proceedings to establish the Community Facilities District, BrookCal Ontario paid a fee in an amount that the City Council has determined is sufficient to compensate the City Council for all cost incurred in conducting proceedings to create the Community Facilities District pursuant to the Act; and
WHEREAS, the Landowners have represented and warranted to the City Council that the Landowners are the owners of 100% of the area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the special tax; and
48 Resolution No. 2024-069

Page 2 of 6 ends

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 BrookCal Ontario have entered into the Deposit and Reimbursement Agreement, dated as of November 1, 2022 (the “Deposit Agreement”), which provides for the advancement of funds by BrookCal Ontario 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 BrookCal Ontario 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;
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 hereby finds that the Petitions are signed by the landowners owning the requisite area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the Special Tax.

SECTION 3. The City Council proposes to establish the Community Facilities District under the terms of the Act. The boundaries of the territory proposed for inclusion in the Community Facilities District are described in the map showing the proposed Community Facilities District (the “Boundary Map”) on file in the office of the City Clerk of the City (the “City Clerk”), a copy of which is attached hereto as Exhibit A, which boundaries are hereby preliminarily approved and to which map reference is hereby made 49 Resolution No. 2024-069

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for further particulars. The City Clerk is hereby directed to sign the original Boundary Map and record, or cause to be recorded, the Boundary Map with all proper endorsements thereon in the office of the San Bernardino County Recorder within 15 days of the date of adoption of this Resolution, all as required by Section 3111 of the California Streets and Highways Code.

SECTION 4. The name proposed for the Community Facilities District is “City of Ontario Community Facilities District No. 52 (Sundance Park).” SECTION 5. 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 B 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 B 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 B hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit B 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 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 C, 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 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.

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 50 Resolution No. 2024-069

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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 City Council hereby fixes Tuesday, August 20, 2024, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the establishment of the Community Facilities District; provided, that, in the event the August 20, 2024 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.

SECTION 11. The City Clerk is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District. Publication of said notice shall be completed at least seven days prior to the date herein fixed for said public hearing.

Said notice shall contain all of the information prescribed by Section 53322 of the Act.

SECTION 12. The authorization to levy the Special Tax shall be submitted to the qualified electors of the Community Facilities District at a special election. The proposed voting procedure shall be a vote by the landowners in the Community Facilities District conducted by mail or hand-delivered ballots, with each owner having one vote for each acre or portion of an acre such owner owns in the Community Facilities District.

SECTION 13. Each officer of the City who is or will be responsible for providing one or more of the proposed types of Facilities or Services is hereby 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 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 the Facilities and Services. Such officers are hereby also directed to estimate the fair and reasonable cost of the Facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid. Such report shall be made a part of the record of said public hearing.
51 Resolution No. 2024-069

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SECTION 14. BrookCal Ontario has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in connection with the creation of the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council proposes to repay all or a portion of such funds so advanced, without interest, solely from the proceeds of such bonded indebtedness, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.

SECTION 15. 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 16. 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 17. 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 2nd day of July 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
52 Resolution No. 2024-069

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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. 2024-069 was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held July 2, 2024 by the following roll call vote, to wit:

AYES: MAYOR/COUNCIL MEMBERS: LEON, PORADA, BOWMAN AND

VALENCIA
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: WAPNER
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2024-069 duly passed and adopted by the Ontario City Council at their regular meeting held July 2, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
53 Resolution No. 2024-069

EXHIBIT A

BOUNDARY MAP
54 Resolution No. 2024-069

EXHIBIT B

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.
55 Resolution No. 2024-069

EXHIBIT C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
56 City of Ontario Community Facilities
District No. 52 (Sundance Park)
LEGEND
57 City of Ontario Community Facilities
District No. 52 (Sundance Park)
TAX ZONE 1
LEGEND
58 City of Ontario Community Facilities
District No. 52 (Sundance Park)
TAX ZONE 2
LEGEND
59 City of Ontario CFD No. 52 1 May 31, 2024
CITY OF ONTARIOCOMMUNITY FACILITIES DISTRICT NO. 52 (SUNDANCE PARK) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX Special Taxes shall be levied on all Assessors Parcels in the City of Ontario Community Facilities District No. 52 (Sundance Park) (CFD No. 52) 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. 52, 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 Assessors Parcel as shown on an Assessors Parcel Map, or if the land area is not shown on an Assessors 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. 52: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or CFD No. 52 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. 52 of complying with arbitrage rebate requirements; the costs to the City or CFD No. 52 of complying with City, CFD No. 52, 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. 52 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. 52 related to an appeal of the Special Tax; the costs associated with the release of funds from any escrow account; the Citys administration fees and third party expenses; the costs of City staff time and reasonable overhead relating to CFD No. 52; and amounts estimated or advanced by the City or CFD No. 52 for any other administrative purposes of the CFD, including attorneys fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. 60 City of Ontario CFD No. 52 2 May 31, 2024
Assessors Parcel means a lot or parcel shown in an Assessors Parcel Map with an assigned Assessors Parcel Number. Assessors Parcel Map means an official map of the Assessor of the County designating parcels by Assessors Parcel Number. Assessors Parcel Number means, with respect to an Assessors Parcel, that number assigned to such Assessors 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. 52 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. 52 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. 27 means City of Ontario Community Facilities District No. 27 (New Haven Services). CFD No. 52 means City of Ontario Community Facilities District No. 52 (Sundance Park). City means the City of Ontario, California. City Council means the City Council of the City, acting as the legislative body of CFD No. 52. Contractual Impositions means (a) a voluntary contractual assessment established and levied on an Assessors 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 Assessors 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 Assessors Parcel pursuant to a contractual agreement or other voluntary consent by the owner thereof (e.g., property owner association assessments). 61 City of Ontario CFD No. 52 3 May 31, 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 120 Buildable Lots of Single Family Property in Tax Zone 1 and 298 Buildable Lots of Single Family Property in Tax Zone 2, 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. 52. 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, 2, and 3 below. 62 City of Ontario CFD No. 52 4 May 31, 2024
Lower Income Household Welfare Exemption Property means, for each Fiscal Year, an Assessors Parcel within the boundaries of CFD No. 52 that is subject to a 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 assessors roll finalized prior to such Fiscal Year. Maximum Special Tax A means, with respect to an Assessors 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 Assessors Parcel of Taxable Property. Maximum Special Tax B means, with respect to an Assessors 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 Assessors 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 Assessors 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 Assessors 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. 52 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. 52 or the City, (d) does not have any substantial interest, direct or indirect, with or in (i) CFD No. 52, (ii) the City, (iii) any owner of real property in CFD No. 52, or (iv) any real property in CFD No. 52, and (e) is not connected with CFD No. 52 or the City as an officer or employee thereof, but who may be regularly retained to make reports to CFD No. 52 or the City. 63 City of Ontario CFD No. 52 5 May 31, 2024
Price Point Study means a price point study or a letter updating a previous price point study prepared by the Price Point Consultant pursuant to Section C herein. Property Owner Association Property means, for each Fiscal Year, any property within the boundaries of CFD No. 52 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 Assessors 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 Assessors Parcels of Developed Property, except that if the Backup Special Tax A limits the increase on any Assessors Parcel(s), then the amount of the increase shall be equal for the remaining Assessors 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 Assessors 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 Assessors 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 Assessors 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 Assessors Parcels of Taxable Public Property. Public Property means, for each Fiscal Year, property within the boundaries of CFD No. 52 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 Assessors Parcel, or as set forth in other official records maintained by the Citys Building Department or other appropriate means selected by CFD No. 52. The actual Square Footage shall be rounded up to the next whole square foot. Once such determination has been made for an Assessors 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. 64 City of Ontario CFD No. 52 6 May 31, 2024
Residential Property means, for each Fiscal Year, an Assessors 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. 52. Single Family Attached Property means all Assessors 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 Assessors Parcel Numbers assigned to them (except for a duplex unit, which may share an Assessors 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 Dwelling Unit means, with respect to Special Tax B, a Unit of Single Family Detached Property. Single Family Detached Property means all Assessors 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 Property means all Assessors 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. 52 to be levied within the boundaries of CFD No. 52 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. 52 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. 52 to be levied within the boundaries of CFD No. 52 to pay for Services. 65 City of Ontario CFD No. 52 7 May 31, 2024
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 Citys Building Department or other appropriate means selected by CFD No. 52, 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 Assessors Parcels within the boundaries of CFD No. 52 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 Assessors 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 Assessors Parcels of Public Property that are not exempt from the Special Taxes pursuant to law or Section E below. Tax Zone means a mutually exclusive geographic area, within which particular Special Taxes may be levied pursuant to this Rate and Method of Apportionment. Attachment 1 identifies the two Tax Zones in CFD No. 52. Tax Zone 1 means the geographic area designated in Attachment 1 of this Rate and Method of Apportionment as Tax Zone 1, is consistent with the boundaries of TTM 20529, and was commonly referred to as the Tilden project at the time of formation of CFD No. 52. Tax Zone 2 means the geographic area designated in Attachment 1 of this Rate and Method of Apportionment as Tax Zone 2, is consistent with the boundary of TTM 20449, and was commonly referred to as the Sundance Park project at the time of formation of CFD No. 52. Tentative Tract Map means a map: (i) showing a proposed subdivision of an Assessors 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) with respect to Tax Zone 1, the Special Tax B for such Land Use Class for such Fiscal Year, and with respect to Tax 66 City of Ontario CFD No. 52 8 May 31, 2024
Zone 2, the Special Tax of CFD No. 27 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. TTM 20449 means Tentative Tract Map No. 20449, the area of which is located within CFD No. 52. TTM 20529 means Tentative Tract Map No. 20529, the area of which is located within CFD No. 52. 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. 52 shall be identified as within Tax Zone 1 or Tax Zone 2, and then 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. Assessors 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, Assessors Parcels of Single Family Property in Tax Zone 1 shall be assigned to Land Use Classes 1 through 5, and Single Family Property in Tax Zone 2 shall be assigned to Land Use Classes 8 through 20, as listed in Tables 1 and 2 below based on the Residential Floor Area of the Units on such Assessors Parcels. Also for Special Tax A, Other Residential Property and Non-Residential Property shall be assigned to Land Use Classes 6 and 7, respectively, in Tax Zone 1, and to Land Use Classes 21 and 22 in Tax Zone 2. 67 City of Ontario CFD No. 52 9 May 31, 2024
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 Tables 1 and 2 below) shall be analyzed in accordance with and subject to the conditions set forth in this Section C. At such time, CFD No. 52 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. 52 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, 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. 52. Upon receipt thereof, if in satisfactory form, CFD No. 52 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. 52. The Special Tax A reductions required pursuant to this section shall be reflected in an amended notice of Special Tax lien, which CFD No. 52 shall cause to be recorded with the County Recorder as soon as practicable after execution of the Certificate of Modification by CFD No. 52. The reductions in this section apply to Single Family Property, but not to Other Residential Property or Non-Residential Property. 68 City of Ontario CFD No. 52 10 May 31, 2024
a. Developed Property 1) Maximum Special Tax A The Maximum Special Tax A that may be levied in any Fiscal Year for each Assessors 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 Tables 1 and 2. TABLE 1 TAX ZONE 1 ASSIGNED SPECIAL TAX A DEVELOPED PROPERTY Land Use Class Description Residential Floor Area (Square Footage) Assigned Special Tax A 1 Single Family Property < 1,601 $4,255 per Unit 2 Single Family Property1,601 1,800 $4,409 per Unit 3 Single Family Property1,801 2,000 $4,589 per Unit 4 Single Family Property2,001 2,200 $5,016 per Unit 5 Single Family Property> 2,200 $5,097 per Unit 6 Other Residential Property $116,395 per Acre 7 Non-Residential Property $116,395 per Acre 69 City of Ontario CFD No. 52 11 May 31, 2024
TABLE 2 TAX ZONE 2 ASSIGNED SPECIAL TAX A DEVELOPED PROPERTY 3) Backup Special Tax A The Backup Special Tax A shall be $4,522 per Unit for Single Family Property in Tax Zone 1 and, in Tax Zone 2, shall be $4,075 per Unit of Single Family Attached Property and $5,342 per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count of Single Family Property does not equal 120 in Tax Zone 1 and 298 in Tax Zone 2, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Property in each Tax Zone shall be calculated according to the following formulas: Tax Zone 1 = $542,632 Expected Residential Lot Count in Tax Zone 1 for Single Family Property Land Use Class Description Residential Floor Area (Square Footage) Assigned Special Tax A 8 Single Family Attached Property < 801 $2,992 per Unit 9 Single Family Attached Property 801 1,000 $3,117 per Unit 10 Single Family Attached Property 1,001 1,200 $3,626 per Unit 11 Single Family Attached Property 1,201 1,400 $3,786 per Unit 12 Single Family Attached Property 1,401 1,600 $4,024 per Unit 13 Single Family Attached Property 1,601 1,800 $4,384 per Unit 14 Single Family Attached Property 1,801 2,000 $4,608 per Unit 15 Single Family Attached Property > 2,000 $4,819 per Unit 16 Single Family Detached Property < 1,801 $4,708 per Unit 17 Single Family Detached Property 1,801 2,000 $4,988 per Unit 18 Single Family Detached Property 2,001 2,200 $5,482 per Unit 19 Single Family Detached Property 2,201 2,400 $5,954 per Unit 20 Single Family Detached Property > 2,400 $6,038 per Unit 21 Other Residential Property $116,962 per Acre 22 Non-Residential Property $116,962 per Acre 70 City of Ontario CFD No. 52 12 May 31, 2024
Tax Zone 2 = $855,810 Expected Residential Lot Count in Tax Zone 2 for Single Family Attached Property, and $470,098 Expected Residential Lot Count in Tax Zone 2 for Single Family Detached Property If any portion of a Final Subdivision Map, or any area expected by CFD No. 52 to become Final Mapped Property such as the area within TTM 20449, TTM 20529, 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 within the applicable Tax Zone, prior to 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 in the applicable Tax Zone 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 in the applicable Tax Zone. The Backup Special Tax A for an Assessors Parcel shall not change once an Assessors 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 $116,395 per Acre in Tax Zone 1 and $116,962 per Acre in Tax Zone 2, and shall not be subject to increase or reduction and, therefore, shall remain the same in every Fiscal Year. 71 City of Ontario CFD No. 52 13 May 31, 2024

2. Special Tax B The Maximum Special Tax B for each Assessors Parcel classified as Developed Property in Tax Zone 1 shall be determined by reference to Table 3 below. TABLE 3 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. 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 Assessors Parcel In some instances an Assessors Parcel of Developed Property may contain more than one Land Use Class. The Maximum Special Tax A levied on such Assessors 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 Assessors Parcel. The Maximum Special Tax B levied on such Assessors Parcel in Tax Zone 1 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 Assessors Parcel in Tax Zone 1. 4. Developed Property Special Tax Obligation Once an Assessors Parcel has been taxed in any Fiscal Year as Developed Property, the Assessors 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. 72 City of Ontario CFD No. 52 14 May 31, 2024
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 Assessors 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 Assessors Parcel of Final Mapped Property up to 100% of the Maximum Special Tax A for Final Mapped Property; 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 Assessors 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 Assessors 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 Assessors 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 Assessors 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 Assessors 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 Assessors 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 Assessors Parcel or Assessors Parcels within CFD No. 52 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. 73 City of Ontario CFD No. 52 15 May 31, 2024

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 Assessors Parcel of Developed Property in Tax Zone 1 up to 100% of the applicable Maximum Special Tax B for such Assessors 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 In Tax Zone 1, no Special Tax shall be levied on up to 0.17 Acres of Public Property and up to 3.63 Acres of Property Owner Association Property. In Tax Zone 2, no Special Tax shall be levied on up to 1.53 Acres of Public Property and up to 8.46 Acres of Property Owner Association Property. Tax-exempt status in each Tax Zone will be assigned by the CFD Administrator in the chronological order in which property becomes Public Property or 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 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 Assessors 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 Assessors Parcel is assigned.F. APPEALS Any property owner may file a written appeal of the Special Tax with CFD No. 52 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. 74 City of Ontario CFD No. 52 16 May 31, 2024
If the property owner disagrees with the CFD Administrators 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. H. PREPAYMENT OF SPECIAL TAX A The following definitions apply to this Section H: CFD Public Facilities means $23,817,000 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. 52. 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. 75 City of Ontario CFD No. 52 17 May 31, 2024
Only Special Tax A may be prepaid; Special Tax B shall continue to be levied on an annual basis on all Developed Property in Tax Zone 1 of CFD No. 52. 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 Assessors 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. 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 Assessors Parcel, and determine the Prepayment Period for the proposed prepayment. 2. Compute the Assigned Special Tax A and Backup Special Tax A for the Assessors Parcel to be prepaid based on the Developed Property Special Tax A which is, or could be, charged in the current Fiscal Year. For Assessors 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 Assessors Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessors Parcel. 76 City of Ontario CFD No. 52 18 May 31, 2024

3. (a) Divide the Assigned Special Tax A computed pursuant to Paragraph 2 by the total estimated Assigned Special Tax A for CFD No. 52 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. 52, excluding any Assessors 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. 52, excluding any Assessors 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. 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 Assessors 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. 52, 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. 77 City of Ontario CFD No. 52 19 May 31, 2024

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. 52. 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 Years Special Tax A levy as determined under Paragraph 9 (above), the CFD Administrator shall remove the current Fiscal Years Special Tax A levy for such Assessors 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 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 Assessors Parcel that is prepaid during Prepayment Period 1 or Prepayment Period 2, the obligation of such Assessors 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 Assessors 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. 52 (after excluding 1.70 Acres of Public Property and 12.09 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 Assessors 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:
78 City of Ontario CFD No. 52 20 May 31, 2024
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 Assessors 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 Assessors Parcel who desires such prepayment shall notify the CFD Administrator of such owners 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 Assessors Parcel within thirty (30) days of the request and may charge a fee for providing this service. With respect to any Assessors Parcel that is 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. 52 that there has been a partial prepayment of Special Tax A and that a portion of Special Tax A with respect to such Assessors Parcel, equal to the outstanding percentage (100% - %, as defined above) of the Maximum Special Tax A, shall continue to be levied on such Assessors 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 Assessors 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 Tax Zone 1 of CFD No. 52. 79 80
EXHIBIT A CERTIFICATE OF MODIFICATION OF SPECIAL TAX A (PAGE 1 OF 3) CITY OF ONTARIO AND CFD NO. 52 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. 52 (Sundance Park) (CFD No. 52), the Assigned Special Tax A and the Backup Special Tax A for Developed Property within CFD No. 52 has been modified. a. The information in Tables 1 and 2 relating to Assigned Special Tax A for Developed Property within CFD No. 52, as stated in Section C.1.a.2 of the Rate and Method of Apportionment, has been modified as follows: TABLE 1 TAX ZONE 1 ASSIGNED SPECIAL TAX A DEVELOPED PROPERTY Land Use Class Description Residential Floor Area (Square Footage) Assigned Special Tax A 1 Single Family Property < 1,601 $[ ] per Unit 2 Single Family Property1,601 1,800 $[ ] per Unit 3 Single Family Property1,801 2,000 $[ ] per Unit 4 Single Family Property2,001 2,200 $[ ] per Unit 5 Single Family Property> 2,200 $[ ] per Unit 6 Other Residential Property $[ ] per Acre 7 Non-Residential Property $[ ] per Acre 81 EXHIBIT A CERTIFICATE OF MODIFICATION OF SPECIAL TAX A (PAGE 2 OF 3) TABLE 2 TAX ZONE 2 ASSIGNED SPECIAL TAX A DEVELOPED PROPERTY 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 in Tax Zone 1 and, in Tax Zone 2, shall be $[ ] per Unit of Single Family Attached Property and $[ ] per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count of Single Family Property does not equal 120 in Tax Zone 1 and 298 in Tax Zone 2, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Property in each Tax Zone shall be calculated according to the following formulas:

Land Use Class Description Residential Floor Area (Square Footage) Assigned Special Tax A 8 Single Family Attached Property < 801 $[ ] per Unit 9 Single Family Attached Property 801 1,000 $[ ] per Unit 10 Single Family Attached Property 1,001 1,200 $[ ] per Unit 11 Single Family Attached Property 1,201 1,400 $[ ] per Unit 12 Single Family Attached Property 1,401 1,600 $[ ] per Unit 13 Single Family Attached Property 1,601 1,800 $[ ] per Unit 14 Single Family Attached Property 1,801 2,000 $[ ] per Unit 15 Single Family Attached Property > 2,000 $[ ] per Unit 16 Single Family Detached Property < 1,801 $[ ] per Unit 17 Single Family Detached Property 1,801 2,000 $[ ] per Unit 18 Single Family Detached Property 2,001 2,200 $[ ] per Unit 19 Single Family Detached Property 2,201 2,400 $[ ] per Unit 20 Single Family Detached Property > 2,400 $[ ] per Unit 21 Other Residential Property $[ ] per Acre 22 Non-Residential Property $[ ] per Acre 82 EXHIBIT A CERTIFICATE OF MODIFICATION OF SPECIAL TAX A (PAGE 3 OF 3) Tax Zone 1 = $[ ] Expected Residential Lot Count in Tax Zone 1 for Single Family Property Tax Zone 2 = $[ ] Expected Residential Lot Count in Tax Zone 2 for Single Family Attached Property, and $[ ] Expected Residential Lot Count in Tax Zone 2 for Single Family Detached Property 2. The Special Tax A for Developed Property may only be modified prior to the first issuance of CFD No. 52 Bonds. 3. Upon execution of this certificate by CFD No. 52, CFD No. 52 shall cause an amended notice of Special Tax lien for CFD No. 52 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. 52 (SUNDANCE PARK) By:_________________________________ Date:______________________ 83

Page 1 of 3 ends

RESOLUTION NO. 2024-070

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

CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 52 (SUNDANCE PARK) TO INCUR BONDED INDEBTEDNESS.

WHEREAS, 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”), has this date 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. 52 (Sundance Park) and to Authorize the Levy of a Special Tax Therein,” stating its intention to establish City of Ontario Community Facilities District No. 52 (Sundance Park) (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services; and
WHEREAS, the City Council deems it necessary for the Community Facilities District to incur bonded indebtedness;
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 declares it necessary for the Community Facilities District to incur bonded indebtedness.

SECTION 3. The proposed debt 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. The maximum amount of the proposed debt is $85,000,000.

SECTION 5. The City Council hereby fixes Tuesday, August 20, 2024, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the proposed debt authorization; provided, that, in the event the August 20, 2024 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting. 84 Resolution No. 2024-070

Page 2 of 3 ends

SECTION 6. The City Clerk of the City is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District. Publication of said notice shall be completed at least seven days prior to the date herein fixed for said public hearing. Said notice shall contain all of the information prescribed by Section 53346 of the Act.

SECTION 7. 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 8. 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 9. 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 2nd day of July 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
85 Resolution No. 2024-070

Page 3 of 3 ends

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. 2024-070 was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held July 2, 2024 by the following roll call vote, to wit:

AYES: MAYOR/COUNCIL MEMBERS: LEON, PORADA, BOWMAN AND

VALENCIA
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: WAPNER
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2024-070 duly passed and adopted by the Ontario City Council at their regular meeting held July 2, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
86 Department: Community Development
Prepared By: Brittney Bartter
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Reviewed By: Tricia Maruki, Khoi Do
Approved By:

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

A PROFESSIONAL SERVICES AGREEMENT WITH BUCKNAM INFRASTRUCTURE GROUP INC. FOR THE UPDATE OF THE CITY'S PAVEMENT MANAGEMENT

PROGRAM AND SIDEWALK SURVEY

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The Fiscal Year 2024-25 Adopted Budget includes appropriations for the Pavement Management Program in the amount of $65,000 from Gas Tax, and $89,000 for the sidewalk survey from Park Facilities General Fund. The estimated annual amount is $138,900, for a total contract not-to-exceed amount of $416,700 over the three year term. Two (2) one-year extensions may be exercised at the City's sole discretion for an additional contract amount of $277,800. The total not- to-exceed contract amount $694,500 over ﬁve years. Appropriations for future ﬁscal years will be included in the respective fiscal years' budgets for City Council consideration and approval.

BACKGROUND & ANALYSIS:

The City developed its Pavement Management Program (PMP) utilizing MicroPAVER software to help identify and prioritize projects/maintenance on its street network and also to provide budget planning information for the Capital Improvements Program.

In coordination with the Public Works Department, additional surveys of the sidewalks, curbs, and gutters will be performed to identify and assist in the planning of the scheduled maintenance of these improvements. The City maintains approximately 570 miles of streets and alleys, in addition to curb, gutter, and sidewalk.

87 In March 2024, the City solicited proposals for the PMP update and received one proposal. A selection team of City Staﬀ reviewed the proposal utilizing a qualiﬁcations-based selection process and recommends Bucknam Infrastructure Group, Inc., based on the quality of their proposal, engineering expertise, and capability to perform the scope of work. 88 46700.00100\40935195.1

BB&K (2023) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES
AND DATE.

This Agreement is made and entered as of __________ __, by and between the City of Ontario, a municipal corporation organized under th e laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Bucknam Infrastructure Group, Inc ., a corporation, with its principal place of business at 3548 Seagate Way, Suite 230, Oceanside, CA 92056 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

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

Consultant represents that it is experienced in pro viding pavement management program services to public clients, is licensed in the Stat e of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Pavement Management Program Update project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promis es and agrees to furnish to the City all labor, materials, tools, equipment, se rvices, and incidental and customary work necessary to fully and adequately supply the profes sional pavement management program consulting services necessary for the Project ("Ser vices"). The Services are more particularly

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

TREASURER

SCOTT OCHOA

CITY MANAGER

89 46700.00100\40935195.1

BB&K (2023) -2- PROFESSIONAL SERVICES AGREEMENT

described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, th is Agreement, the exhibits attached hereto and incorporated herein by reference, and all appli cable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be fr om July 1 st , 2024 – June 29 th , 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatica lly for no more than two (2) additional one- year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compe nsation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Thirty-Eight Thousand Nine Hundred Doll ars ($138,900.00) annually for a total not-to-exceed amount of Four H undred Sixteen Thousand Seven Hundred Dollars ($416,700.00) for the three-year term, for the duration of the contract without written approval of the City Council or City Manager, as applicable. The two (2) one-year terms may be added at the sole discretion of the City for an additional amount not to exceed Two Hundred Seventy-Seven Thousand Eight Hundred Dollar s ($277,800.00), for a total of Six Hundred Ninety-Four Thousand Five Hundred Dollars ($694,500) over five years. Extra Work may be authorized, as described below, and if autho rized, will be compensated at the rates and manner set forth in this Agreement.

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

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

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

3.2.4 Extra Work. At any time during the term of t his Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the prope r completion of the Project, but which the Parties did not reasonably anticipate would be nece ssary at the execution of this Agreement.

Consultant shall not perform, nor be compensated fo r, Extra Work without written authorization from the City.
90 46700.00100\40935195.1

BB&K (2023) -3- PROFESSIONAL SERVICES AGREEMENT

3.3 Responsibilities of Consultant.

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

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclus ive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employee s or agents, except as set forth in this Agreement. Consultant shall pay all wages, salarie s, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

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

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

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

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

3.3.5 City's Representative. The City hereby desig nates Khoi Do, City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representati ve"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Servi ces or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarg e the Scope of Services or change the Consultant's total compensation subject to the prov isions contained in this Agreement.

Consultant shall not accept direction or orders fro m any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant here by designates Peter Bucknam, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purpose s under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and 91 46700.00100\40935195.1

BB&K (2023) -4- PROFESSIONAL SERVICES AGREEMENT

shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professio nals in the same discipline in the State of California. Consultant represents and maintains th at it is skilled in the professional calling necessary to perform the Services. Consultant warr ants that all employees and subconsultants shall have sufficient skill and experience to perfo rm the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally requi red to perform the Services, and that such licenses and approvals shall be maintained througho ut the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Servic es in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

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

3.3.9.2 Neither City nor Consultant shall be consid ered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1 ) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. Fo r purposes of this section, “orders of governmental authorities,” includes ordinances, eme rgency proclamations and orders, rules to 92 46700.00100\40935195.1

BB&K (2023) -5- PROFESSIONAL SERVICES AGREEMENT

protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non -performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Maj eure Events and/or delays, regardless of the Party responsible for the delay, shall not enti tle Consultant to any additional compensation.

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

3.3.10 Laws and Regulations; Employee/Labor Certifi cation.

3.3.10.1 Compliance with Laws. Consultant shall ke ep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

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

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

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

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and empl oyees fully informed of and in compliance with all local, state and federal laws, rules and regula tions that may impact, or be implicated by the performance of the Services including, without limi tation, all applicable provisions of the City’s 93 46700.00100\40935195.1

BB&K (2023) -6- PROFESSIONAL SERVICES AGREEMENT

ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq. ); the California Porter-Cologne Water Quality Cont rol Act (Water Code § 13000 et seq .); and any and all regulations, policies, or permi ts issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completin g the Services caused by Consultant’s failure to comply with the laws, regulations and po licies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and main tain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applic able local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

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

3.3.11.2 Types of Insurance Required. As a conditi on precedent to the effectiveness of this Agreement for work to be perf ormed hereunder, and without limiting the indemnity provisions of the Agreement, the Consulta nt, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial Gener al Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsemen ts or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for c laims or suits by one insured against another (cross-liability); (3) products/completed operation s liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Lia bility Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 94 46700.00100\40935195.1

BB&K (2023) -7- PROFESSIONAL SERVICES AGREEMENT

(D) Professional Liability (Errors & Omissions): P rofessional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered profes sional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusio ns relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

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

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

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shal l be written on a policy form coverage specifically designed to protect against acts, erro rs or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Requi red insurance policies shall not be canceled or the cov erage reduced until a thirty (30) day written notice of cancellation has been served upon the Cit y except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
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3.3.11.4 Primary and Non-Contributing Insurance. A ll policies of Commercial General Liability and Automobile Liabili ty insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

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

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

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

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

3.3.11.9 Enforcement of Agreement Provisions (non e stoppel).

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

3.3.11.10 Requirements Not Limiting. Requirement o f specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. 96 46700.00100\40935195.1

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3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manne r limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement , any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the du ty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimb ursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, offi cers, employees, agents or volunteers shall be personally responsibl e for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separat ely to each insured against whom claims are made or suits are b rought, except with respect to the limits of liability. Further the limits set forth herein sha ll not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from ta king such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in additio n to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

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

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirement s on "public works" and "maintenance" projects. If the Services are being performed as p art of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply w ith such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing ra tes of per diem wages in effect at the commencement of this Agreement. Consultant shall m ake copies of the prevailing rates of per diem wages for each craft, classification or type o f worker needed to execute the Services available to interested parties upon request, and s hall post copies at the Consultant's principal place of business and at the project site. It is t he intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 17 77.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefo re comply with such Labor Code sections to the fullest extent required by law. Consultant sha ll defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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

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

3.4.4 Labor Certification. By its signature hereun der, Consultant certifies that it is aware of the provisions of Section 3700 of the C alifornia Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by writ ten notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termina tion, and specifying the effective date thereof, 98 46700.00100\40935195.1

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at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensa tion. Consultant may not terminate this Agreement except for cause. The rights and remedie s of the City provided in this section shall not be exclusive and are in addition to any other r ights and remedies provided by law, equity or under this Agreement.

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

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

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consu ltant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, d emands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in l aw or equity, to property or persons, including wrongful death, in any manner arising out of, pert aining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the Ci ty. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

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

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintai n complete and accurate records with respect to all costs and expenses incu rred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shal l allow inspection of all work, data, documents, proceedings, and activities related to t he Agreement for a period of three (3) years 99 46700.00100\40935195.1

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from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independ ent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, In c. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor o r subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2. 2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable la ws, rules and regulations governing its employees, including, but not limited to, the Calif ornia Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

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

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

Consultant: BUCKNAM INFRASTRUCTURE GROUP, INC.
3548 SEAGATE WAY, SUITE 230
OCEANSIDE, CA. 92056
ATTN: PETER BUCKNAM
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: KHOI DO, CITY ENGINEER
Such notice shall be deemed made when personally de livered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and oth er intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but no t limited to, physical drawings or data 100
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magnetically or otherwise recorded on computer disk ettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not b e used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the met hod of document reproduction and to establish where the reproduction will be accomplished. The r eproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable dupli cation costs. Before destroying the Documents & Data following this retention period, C onsultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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

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

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

3.7.4.5 Confidentiality. All ideas, memoranda, spe cifications, plans, procedures, drawings, descriptions, computer progra m data, input record data, written 101
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information, and other Documents & Data either crea ted by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written cons ent of City, be used by Consultant for any purposes other than the performance of the Services . Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deem ed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper , television or radio production or other similar medium without the prior written consent of City.

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

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

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

3.7.6 Entire Agreement. This Agreement contains th e entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences a n action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be en titled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be gover ned by the laws of the State of California. Venue shall be in San Bernardino Co unty. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Co nsultant must comply with the claim procedures set forth in Government Code sections 90 0 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subs equent lawsuit based upon the Government Code claims shall be limited to those ma tters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfie d as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 102
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3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

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

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

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

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written a pproval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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

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

3.7.15 Waiver. No waiver of any default shall cons titute a waiver of any other default or breach, whether of the same or other cov enant or condition. No waiver, benefit, privilege, or service voluntarily given or performe d by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

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

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

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement . Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, broker age fee, gift or other consideration contingent upon or resulting from the award or maki ng of this Agreement. Consultant further agrees to file, or shall cause its employees or sub consultants to file, a Statement of Economic 103
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Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty , City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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

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

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

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
BUCKNAM INFRASTRUCTURE GROUP, INC.

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

CITY OF ONTARIO BUCKNAM INFRASTRUCTURE GROUP,
INC.

By:

AAA

Its: BBB
Printed Name: CCC
By: DDD

Its: EEE
Printed Name: FFF

Approved By:

Scott Ochoa, City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

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BB&K (2023) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

SCOPE OF SERVICES
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Ex. A - 1 (BB&K 2020)

EXHIBIT “A”

PROPOSED SCOPE OF SERVICES

PROJECT DESCRIPTION
The City of Ontario is seeking proposals from qualified firms to prepare yearly updates to the City’s existing Pavement Management Program (PMP) using MicroPAVER version 7.1 (latest version), or equivalent software, and develop a comprehensive improvement program for the pavement network. The pavement network consists of approximately 563.3 section miles. The network consists of 255.6 section miles of Arterial/Collector streets, 286.2 section miles of Local streets and 21.5 section miles of Alleys. Each year, at least one-half (50%) of the Arterial/Collector streets shall be surveyed, one -quarter (25%) of the Local streets will be surveyed and one -half (50%) of the Alleys will be surveyed. Assume Euclid Avenue will be relinquished by FY2024 -25 and shall be s urveyed in its entirety on the first year and the report shall be updated to include pavement maintenance recommendations.

Additionally, as an optional task to be exercised at the sole discretion of the City, the firm shall conduct an inspection to provide a comprehensive improvement program for sidewalk, curb/curb & gutter (including rock curb), drive approaches and curb ramp s. Said improvements are organized within a grid system (64 grids total). The firm shall conduct inspections for approximately twelve (12) grids per year and the grids shall be determined by the City.

This contract will be for the duration of three (3) years, with the City’s option of renewing for two (2) consecutive one (1) year terms, which shall be provided under the general direction of the City Manager or his or her designee.

SCOPE OF WORK

The proposal shall include a task for the Pavement Management Program and an optional task for the sidewalk condition survey. Each task’s services and schedule will operate separately from each other, as described herein.

TASK A – PAVEMENT MANAGEMENT PROGRAM

Task A shall commence at the beginning of each fiscal year and the services shall include, at a minimum, the following:

• Updating MicroPAVER with yearly inspections, work history and budgetary data; • Generating Pavement Condition Index (PCI) rating for each street segment; • Verifying and updating centerline and metric data;
• Developing slurry/cape seal and overlay maintenance schedules based on existing capital funding and tracking backlog of pavement maintenance needs; 107
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Ex. A - 2 (BB&K 2020)

• Utilizing the City’s existing funding to generate a baseline five (5) year Capital Improvement Program; and • Recommending alternative budgets to demonstrate returnon-investments.

CITY’S RESPONSIBILITIES
• Provide awarded Proposer with record information.
• Provide general direction; review and provide comments on draft reports.

CONSULTANT’S RESPONSIBILITIES
• Provide City with monthly progress reports and invoices. • All technical and administrative tasks associated with the Scope of Work as identified below.

Task A1 – Administration

Task A1.1 – Management and Administration

The Consultant shall monitor project progress and maintain project files. Other responsibilities include supervising and reviewing the inspection process for conformance with the latest ASTM D6433 guidelines. The Consultant shall meet with City staff to kick off the project, review schedule, budget, review and prepare project documents, propose project goals, format deliverables, provide progress payment requests and clarify responsibility of each party.

Task A1.2 – Update Maintenance & Rehabilitation History

Review all maintenance and rehabilitation activities conducted by the City since the last PMP Update. Update the City’s database to include all street segments that have been rehabilitated since the last update. Review work history for Euclid Avenue and u pdate database.

Task A2 – Field Survey

Task A2.1 – Pavement Condition Surveys

Inspect at least one -half of Arterial/Collector street segments defined within the City’s MicroPAVER database, one -quarter of Local street segments, and one -half of Alley segments. Assume Euclid Avenue will be relinquished by FY2024 -25 and shall be surveyed in its entirety on the first year. Euclid Avenue limits begin south of the I -10 freeway to Merrill Avenue; note that south of Riverside Avenue, only the northbound lanes fall within City of Ontario’s jurisdiction. All data collection and inspections must be 108
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Ex. A - 3 (BB&K 2020)

performed by qualified and trained personnel. Data for each segment shall include, but not limited to, roadway classification, roadway width, length, true area, pavement type and Pavement Condition Index (PCI). Consultant shall perform a variance PCI ana lysis between the last inspection and inspections to be completed and provide a variance PCI report. Consultant shall coordinate with City staff to correct the database/inspections as necessary; corrections/changes to the database shall not be made without prior City staff approval.

The collected data shall be used in the analysis and determination of the pavement condition following the latest ASTM D6433 guidelines and shall be performed by qualified and trained personnel. A quality control program shall be implemented to ensure consistent pavement analysis. Proof of MicroPAVER certifications required.

Task A3 – Budgetary Analysis and Report

Task A3.1 – Budgetary Analysis

Forecast future PCI values for each segment and create multiple five -year budget scenarios for each network utilizing the MicroPAVER software. These scenarios will include, at a minimum, a forecast based on the City’s existing budget, a forecast to maintain the current weighted PCI and a recommended forecast based upon the previous studies. Unit costs associated to most recent construction bids shall be incorporated in the cost estimate and shall consider inflation in future projections. The Consultant sh all coordinate with City staff to develop the five -year maintenance and rehabilitation strategies (including but not limited to selecting segments, treatment type, costs, and year of implementation). Treatment types include slurry seal, cape seal, grind and overlay and reconstruction. The five-year budget scenarios should incorporate the use of the six City work zones. Consultant shall maintain a report of deferred maintenance.

Task A3.2 – Final Pavement Management Report

Prepare a draft and subsequent Final Pavement Management Program Report with required submittal items annually. The report shall include, without limitation, the methods, findings and recommendations, which shall be presented in a single comprehensive document for City staff review and approval. The draft report shall be submitted for review by November of each year.

DELIVERABLES

1. Two (2) hardcopies and one (1) digital copy in PDF, Word and Excel format of all PMP reports/spreadsheets. Report shall include the following:

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Ex. A - 4 (BB&K 2020)

• Executive Summary
• Explanation of methodology utilized for field survey and budget analysis • Work history of completed street maintenance, rehabilitation and reconstruction • Current PCI’s by segment
• Projected annual street maintenance recommendations for five years • Deferred maintenance analyses and explanation of impact • Map exhibits

2. One digital copy of the GIS project (.shp, .mxd)

3. Full support with integrating report results with City GIS department.

OPTIONAL: TASK B – SIDEWALK CONDITION SURVEY

The City reserves the right to incorporate Optional Task B on any given Contract year and does not guarantee awarding these services.

The services provided by the Proposer shall include, at a minimum, the following:

• Surveying streets, sidewalk, curb ramps, drive approaches and curb/curb & gutter (including rock curb) on a yearly rotation-basis and documenting distress attributes. • Providing suggested repairs on sidewalk, curb ramps, drive approaches and curb/curb & gutter (including rock curb); and
• Utilizing the City’s existing funding to generate a baseline five (5) year Capital Improvement Program.

CITY’S RESPONSIBILITIES
• Provide awarded Proposer with record information. • Provide general direction; review and provide comments on draft surveys.

CONSULTANT’S RESPONSIBILITIES
• Provide City with monthly progress reports and invoices. • All technical and administrative tasks associated with the Scope of Work as identified below.

Task B1 – Administration

Task B1.1 – Management and Administration

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Ex. A - 5 (BB&K 2020)

The Consultant shall monitor project progress and maintain project files. Other responsibilities include supervising and reviewing the inspection process. Consultant shall meet with City staff to kick off the project, review schedule, budget, review and p repare project documents, propose project goals, format deliverables, provide progress payment requests and clarify responsibility of each party.

Task B1.2 – Update Maintenance & Rehabilitation History

Update the City’s database to include all repairs and reconstruction of sidewalk, curb/curb & gutter (including rock curb), drive approaches and curb ramps since the last update.

City staff will provide a list of all sidewalk, curb/curb & gutter (including rock curb), drive approaches and curb ramps repaired and reconstructed since the last update.

Task B2 – Field Survey

Task B2.1 – Sidewalk Condition Survey

Inspect sidewalk, curb/curb & gutter (including rock curb), drive approaches and curb ramps within existing grid areas; a total of approximately twelve (12) grids shall be inspected each year. The City will provide the grid areas to be inspected each year. All data collection and inspections must be performed by qualified and trained personnel.

Data for each segment shall include, but not limited to, asset type (sidewalk, curb/curb & gutter, rock curb, drive approach or curb ramp), surface type, distress ty pe, length and width of distress, vertical displacement (if applicable), number of slabs, existing utility box within area, comments to describe items of note, address, section ID, close to sensitive areas (school, park, retail center, church, etc.), suggested repair and approximate size of repairs.

Task B3 – Budgetary Analysis and Report

Task B3.1 – Budgetary Analysis

Provide a cost estimate for recommended repairs for each sidewalk, curb/curb & gutter (including rock curb), drive approach and curb ramp item. Unit costs associated to most recent construction bids shall be incorporated in the cost estimate and shall cons ider inflation in future projections. The Consultant shall coordinate with City staff to develop a five-year repair strategy for distressed areas. The five -year budget scenarios should incorporate the use of the City grids as determined by the City.

Task B3.2 – Final Pavement Management Report

Prepare a draft and subsequent Final Report with required submittal items annually. The report shall include, without limitation, the methods, findings and recommendations, which shall be presented in a single comprehensive document for City staff review and approval. 111
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Ex. A - 6 (BB&K 2020)

DELIVERABLES

1. One (1) digital copy in PDF, Word and Excel format of all reports/spreadsheets. Report shall include the following:

• Executive Summary
• Explanation of methodology utilized for field survey and budget analysis • Work history of completed repairs • Repair recommendations for sidewalk, curb/curb & gutter (including rock curb), drive approaches and curb ramps • Projected repair recommendations for five years • Map exhibits

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Proposed Method to Accomplish the Work

City of Ontario 5-1
Pavement Management Program Update

1) Project Implementation
TASK 1.1: Project Kickoff
The first step in updating a successful pavement management program truly resides in frequent communication and timely scheduled data updates. For the City of Ontario, it will be essential to establish, up front, the Public Works department PMP priorities. A Project Kickoff meeting will be set to discuss and review in detail the expectations of the project, technical ASTM D6433 management approach, section ID / GIS management , annual ASTM survey areas, CIP & zone work history/scheduled improvements , MicroPAVER/MyRoads® use, quality control, project deliverables and the review of schedule.

Deliverable: Meeting minutes, revised project schedule (if necessary) TASK 1.2: Project Status Meetings - Quality Control Program Status Meetings and Progress Reports
• Minimum of three (3) meetings during the project (kickoff, field, and status meetings) Quality Control (QC)
Prior to the data assessment and survey, Bucknam will submit our Quality Control Plan to the City for review and discussion. We will use a statistical sampling approach for measuring the quality of our field technician’s work. In this manner, 10 percent of the original annual surveys will be re -surveyed by a n independent survey crew, supervised by a field supervisor, and the results will be compared to the original surveys (3.6 miles of arterial/local QC). Quality control checks will be throughout the survey schedule .

PCI variance reporting will be performed where previous PCI data will be compared to newly inspected 2024 PCI data; if PCI’s vary more than ten (10) points per year Bucknam staff will assess the potential cause through unrecorded work history, accelerated pavement deterioration, etc. This will ensure that all system and analysis settings as well as City recommendations and standards are being followed. Our surveys follow the accepted ASTM D6433 procedure requirements. A copy of the QA/QC plan utilized by our staff during the project will be submitted along with the PMP firm/staff qualification documents. Our staff attends the OCTA PMP Distress Training Classes held each year, 2011 - 2023.

In February 2023 our staff was acknowledged as “qualified inspectors and firm” to prepare PMP’s compliant with the OCTA Countywide Pavement Management Guidelines (this certification/compliance runs through June 2025).

Additionally, due to our extensive 25 -yr SoCal PMP experience Bucknam was selected by the Orange County Transportation Authority (OCTA) in 2022 to perform a 10 -year Pavement Management Plan analysis on ALL 35 Orange County local agencies PMP’s. Essentially, a Countywide Pavement Management Plan!
2) Client Satisfaction
TASK 2.1: Project Deliverables
Shown throughout our Scope of Work, each Task is summarized with project deliverables. Client satisfaction will derive from frequent communication with the Project Manager and key staff members from the Public Works department . Project success is created by delivering on three main factors , 1) 113
Proposed Method to Accomplish the Work

City of Ontario 5-2
Pavement Management Program Update

Adherence to scope tasks and deliverables; 2) Performing to the standard set by the Project Schedule; and 3) Controlling costs. Our Project Manager will follow each of these factors throughout the duration of the project. Deliverable: Project Status Updates, as stated in Task 1.2 3) Scope of Work (Major Tasks)

TASK 3.1: Update Maintenance and Rehabilitation Activities The City will provide Bucknam a complete listing of all major work (overlay, slurry, etc.) in hard copy/digital format for updating specific section work histories and PCI ratings. Bucknam will review all maintenance / rehabilitation projects completed and scheduled by the City since the last work history data provided in November, 2023. Our staff will enter the necessary work history updates into your MicroPAVER database.

Deliverable: Update PMP data, Work History report
TASK 3.2: Pavement Condition Surveys
First and foremost, the assessment of the City’s pavement segmentation is one of the key priorities for this project. Once the pavement segmentation has been assessed and verified, the necessary annual miles of Arterial / Collector, Local, and Alley inspections will be performed (approx. 211/yr). Our surveying methods will be conducted by remaining consistent with ASTM D6433 AC/PCC sampling guidelines:

1. Walking - All sections are surveyed through “two-pass test” walking methodologies. AC/PCC distress types will be collected based upon actual surface conditions and physical characteristics of the segment. We will use one (1) surveyor for the duration of the inspections.

All sample locations are observed through walking surveys; samples areas will cover a minimum of 20% of the total section area and will be 2,500 SF +/- 1,000 SF in size. According to the City’s RFP the following pavement sections are to be surveyed for the upcoming FY 2024-25 PMP update:

• The inspection of approximately 128 miles of Arterial / Collector segments; • 72 miles of Local segments;
• 11 miles of Alley segments; 211 miles total per year; and • City maintained sections of Euclid Avenue will be incorporated into the network and surveyed during the FY 2024-25 efforts.

All electronic data is transferred to the master MicroPAVER account at the end of each day and reviewed at our office for quality control and management.

Roadway Verification Survey - A listing of the field attribute data that is updated/verified during the survey for the pavement management database is listed below:

2. Field Attribute Data (updated and/or verified)
• Street Name, from/to, indicating the assigned limits of the section • Historical PCI tracking from previous inspections and 2024 PCI inspections • Segment rank, length, width, and total area of the section

3. Conditional data will be evaluated for all street segments and will include:
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Proposed Method to Accomplish the Work

City of Ontario 5-3
Pavement Management Program Update

• MicroPAVER 20 AC & 19 PCC distresses by type, severity and sample area • Sampling/conditional data pulled typically from edge-of-pavement • PCI ratings (0-100), taking into account the distress types, severity and extent

4. Present Network Performance Status / Section Distress PCI Reporting Once inspections are completed, we will generate a draft Pavement Condition Index (PCI) Report for City staff to review. Our submittal will include:
• Street centerline miles, lane miles, and pavement areas • Current street network Pavement Condition Index ratings • Pavement segment tabular listing for the entire street network

Deliverable: Citywide PCI Reports (65% and 100% status PCI reports), PCI Variance report

DEVELOP RECOMMENDED IMPROVEMENT PROGRAM
TASK 3.3: Maintenance and Rehabilitation Assessment / Priorities We will assist the City in developing the most cost- effective preventative maintenance and rehabilitation strategies necessary to achieve the desired level of serviceability . Initially, Bucknam will assess overall condition trends and perform an performance predication model; this will lead to Bucknam meeting with the City to discuss and strategize maintenance activities that are currently being used by the City. Based on the City’s current AC & PCC applications and other maintenance practices used we will conduct an historical and prospective analysis on the conditional and financial impact these practices have on the network.

We will establish/update the Ontario MicroPAVER maintenance “decision tree” that will be used to generate pavement recommendations that match current fiscal year maintenance approaches/City practices. This will be accomplished by assessing/updating the unique and individual PCI targets and PCI ranges.

All maintenance practices/unit costs will be integrated into the PMP and will be derived from the most recent construction bids for pavement rehabilitation. We will account for inflation rates when long -term revenue projections are made. Our Project Manager and Principal will work closely with the City in defining repair and rehabilitation strategies for each fiscal year. Once the repair/rehabilitation strategies have been defined, the identification of a seven year Forecasted Maintenance schedule will be generated.

Multiple five (5)-yr budget scenarios, performed by Bucknam, will be identified on the basis of several criteria:
• Assessment and review of the City’s Pavement CIP / maintenance budget(s), unit costs • Present pavement conditions; desired levels of service and available resources • Strategies for segment selection, treatment type, projected costs and fiscal year schedule o Treatment types include slurry/cape seal, conventional and non-structural grind/AC overlays and reconstructions
• Alternative arterial/collector program not restricted by geographic areas • Assessment and recommendations for alternative schedules 115
Proposed Method to Accomplish the Work

City of Ontario 5-4
Pavement Management Program Update

• Budgetary recommendations that satisfy City schedules / projections (Current Funding, Maintain PCI and Improve PCI)
• Local “Neighborhood/District” fiscal year reporting/improvement scheduling • Projected / Forecasted PCI’s per section
Our staff will also recommend updates to the City’s arterial/residential six (6) maintenance zones approach. We will focus on projecting budgets and maintenance recommendations for all streets within maintenance districts.

The primary emphasis of this task is to maximize the scheduling of street maintenance using the most cost-effective strategies available and taking into account a life-cycle cost analysis. Draft Final Report will be submitted for review by November of each year.

TASK 3.4: Citywide CIP / County Compliance Budget Reports We will deliver the Final Report to the City which will be essential for staff reference and use as well as presented in a way that is beneficial for elected officials/upper management.

The report will be prepared in a format that uses the information delivered by MicroPAVER in conjunction with the information and analysis performed by our team. The report will provide the City with information on:
 Identify present performance status of the entire network (section by section) as well as historical PCI performance;
 Current inventory and pavement conditions indices (PCI) for all road classes;  Projected / feasible annual rehabilitation programs for street maintenance for a 5 -yr period (Forecast Maintenance Reports FY 2025-2030) that show the largest return on investment and acceptable levels of service;
o This will include a minimum of three (3) total scenarios;  Modeling and comparison of budget scenarios typically include:
 Current / Actual budget 5-year projection (citywide approach)  Identification of annual funding to maintain current PCI after 5-years  Increase current PCI within 5-years
 Strategies and recommendations for the City’s CIP/ maintenance programs and procedures, including a preventative maintenance schedule;
 Final PCI and Forecast Maintenance & Rehabilitation (FMR) locations will be published within the Ontario MyRoads® web-portal;
 A detailed breakdown of deferred maintenance (backlog);  Draft and Final PMP report will be submitted every by November of each year; and  Full support with integrating report results with City GIS department.

Deliverable: Two (2) hardcopies and o ne (1) digital copy of the Final Pavement PMP Report (.pdf), will be sent to the City. Bucknam will also provide final digital copies of the project related Office and GIS files.

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Proposed Method to Accomplish the Work

City of Ontario 5-5
Pavement Management Program Update

TASK 3.5: PMP – GIS Mapping
As an enhancement and proactive approach to this project, our staff will update the existing Pavement-GIS link between the pavement database and the dedicated PMP -GIS layer; utilized by Bucknam to create drive maps, generate client GIS map deliverables and publication within MyRoads® and the City’s GIS Enterprise. The maps described below will be incorporated into the City’s Final PMP reports and deliverables:
• PCI values for every section
• Work History identifications
• 5-yr Arterial / Local Rehabilitation and Slurry Seal Programs • Functional classification maps

Our staff will coordinate all project deliveries with the Public Works and the GIS division to ensure that the most current and accurate PMP-GIS maps are delivered to the City.

Deliverable: Complete GIS files/themes based on list above (project .mxd/shapefiles).

TASK 3.6: Ontario MyRoads® PMP Web-Portal
Ontario MyRoads® PMP Web-Portal – Bucknam’s proprietary MyRoads® is a great match for the Ontario PMP today and the future. Our application brings your PMP data to life within a dynamic PMP dashboard! Bucknam now provides all our PMP clients with a unique and agency driven “MyRoads ®” web -portal that provides instantaneous access to your pavement management database. Bucknam has shown the 2023 Ontario M yRoads® account actively working below!
This “dashboard” allows users to toggle through individual sections via GIS Lasso map selections, zone queries, rank selection and PCI ranges to review all section metrics, latest/previous inspections, work histories and filtered PCI reports . To cap it off, your selections/queries also generate preliminary engineering costs estimations for slurry, overlay and reconstruction projects and provides you with the predictive PCI as if the work is complete.

This tool will be accessed by City staff simply through a Username/Password methodology. As annual changes are made to the Ontario PMP and SMP databases the MyRoads® dataset will be updated reflect work histories, PCI inspections, sidewalk distress locations and section changes.

OPTIONAL SERVICES
TASK 3.7: Sidewalk Condition Survey / Management Program In 2023, Bucknam performed a Sidewalk Condition Survey Pilot Study through the Ontario Municipal Utilities Company (Mr. Tim Masot). This project places Bucknam in the unique position to expand our pilot study methodologies and deliverables that currently match the scope items within the City RFP.

SAMPLE
117
Proposed Method to Accomplish the Work

City of Ontario 5-6
Pavement Management Program Update

We currently have all Sidewalk GIS layer & 64 grid locations in-hand and can immediately work with Public Works/OMUC staff in scheduling the requested sidewalk distress inspections / reporting efforts for the annual twelve (12) grid approach. Additionally, Bucknam staff has recently worked with OMUC staff in identifying the potential twelve (12) grid locations for FY 2024 -25 (right). Our annual inspections will provide a comprehensive improvement program based on the following efforts:
• Sidewalk locations/types, curb ramps, drive approaches, and curb/gutter (including rock curb) o Survey on a yearly rotation-basis and document distress attributes defined by the City • Provide suggested repairs on sidewalk, curb ramps, drive approaches, and curb/gutters • Utilizing the City’s existing funding to generate a baseline five (5) year CIP (identical to our approach to the City’s PMP)
Our annual project administration tasks will mirror those shown above for the PMP services. These services include:
• Sidewalk Management Program (SMP) Project Administration • Update Maintenance & Rehabilitation Work History
• Sidewalk Condition Survey
o Bucknam will recommend and verify survey locations and field attributes to be collected prior to survey (i.e., surface type, distress location, vertical displacement limits/ranges, # of slabs, sensitive area, etc.)
• SMP Budgetary Analysis Report
o Draft and Final reporting that includes:
 Cost estimations for each sidewalk distress by location based on unit cost evaluation / verification
o Work with City to prepare and recommend five (5) year strategic maint./repair schedule o Annual Final report will include:
 Executive summary, methodologies used, work history of completed repairs  Repair recommendations for sidewalk locations/distresses o GIS Map Atlas Book / Map Exhibits demonstrating distress locations, FMR location recommendations for a five (5) year schedule
Additionally, Bucknam will access the City’s
ArcGIS Online account with the provided
username and password. A SMP
Dashboard will be designed and built to
allow the City staff to access and query the
sidewalk assets in a dynamic and highly
responsive user interface. Use rs will be
able to filter the data by Work Zones, Data
Attributes (such as Sidewalk Distresses
with Vertical Displacement > 1 1/2”), and
user defined project areas. Above is a
screenshot of the sample Lakewood Dashboard built to demonstrate the 14,000+ Sidewalk Distresses.

Deliverable: One (1) digital copy in PDF, Word and Excel of all reports/spreadsheets 118
Proposed Method to Accomplish the Work

City of Ontario 5-7
Pavement Management Program Update

TASK 3.8: AC/PCC AI – True Area Segment Calculation
First and foremost, the assessment of the City’s pavement segmentation is one of the key priorities for this project. With three years between major inspections, it will be essential to verify that all Arterial, Collector and Local segmentation is up-to-date and that section SF quantities are verified, accurate and reliable. This will be completed by utilizing cloud- based learning technology (AI) to correctly quantify square footages for each pavement section. We provide the AI with the City of Ontario’s most recent aerial image; in doing so, all AC and PCC pavement “true” areas are calculated. These calculations are possible due to the AI’s inherent working knowledge of how to recognize define pavement segmentation, edge of pavement and surface / asphalt types.

This ability will allow Bucknam to obtain the necessary true area, quality control, measurements for all Ontario PMP segments as well as perform segment SF variance reports. This will in turn create accurate total centerlines / square footages for the defined Ontario PMP networks as well as for each unique pavement segment. We will review/assess new and/or missing streets previously excluded from the last PMP update and create the necessary segmentation within the Ontario PMP database.

This effort will be performed on an annual basis that matches the PMP survey schedule shown above or can simply follow a 33% completion rate based on the baseline three-year contract. 119
46700.00100\40935195.1

BB&K (2023) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

SCHEDULE OF SERVICES

• Project Kick-off July/August, 2024 • Work History / PMP Data Assessment August, 2024 • Pavement Condition Surveys (211 miles/yr + Euclid) August - October, 2024 • PMP Maint. – CIP Schedule – Budget Review September - October, 2024 • Draft 2024 Ontario PMP Report October, 2024 • Delivery of Final 2024 Ontario PMP Report October, 2024 • Final PMP Data Deliveries November, 2024 • Annual PMP efforts will match this schedule every year • Optional Sidewalk Management Program services will match the above schedule/deliverables.

120
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BB&K (2023) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "C"

COMPENSATION

121
Fee Proposal
City of Ontario 6-1
Pavement Management Program Update
Fee Proposal

Task Items 1 through 3 can be accomplished on a time and materials , not-to-exceed basis in accordance with the standard hourly rate schedule attached. Bucknam will utilize the hourly rates shown for the extent of the contract. We have included our fee schedule bel ow for the City consideration ; our fee schedule below demonstrates the annual breakdown of PMP and SMP project tasks and fees.

Should the City desire to increase the service level above the hours outlined above for the Task items 1 through 3 or require other services not described herein, a fee adjustment would be negotiated and mutually agreed upon by both parties.

122
Fee Proposal
City of Ontario 6-2
Pavement Management Program Update
Standard Hourly Rate Schedule
Category Rate
Principal $ 295

Senior Project Manager 215

Pavement Management Project Manager 215

Management Analyst 180

Project Engineer / Planner 170

Sr. Engineer / GIS Manager / Sr. Inspector 165

Assistant Engineer / Sr. Technician / GIS Analyst 155

CADD Operator 120

Field Technician 108

Administrative Assistant 100

Clerical / Word Processing 95

Reimbursables

Mileage $0.77/mile

Subconsultant Services Cost + 15%

Reproduction Cost + 15%

Travel & Subsistence Cost + 15%

Fees & Permits Cost + 15%

Computer Services (External) Cost + 15%

Rates Effective 1/1/24

123
Department: Engineering
Prepared By: Jeffrey Tang
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Reviewed By: Raymond Lee, Khoi Do
Approved By:

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

A RESOLUTION ORDERING THE SUMMARY VACATION OF THE RIGHT-OF-WAY IN

A PORTION OF EMORY LANE AND RECONVEYING ANY OF THE CITY'S INTERESTS

THEREIN

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy 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
FISCAL IMPACT:

There is not a direct ﬁscal impact associated with this action. The Developer has paid the applicable processing fees to defray any City cost to process this request.

BACKGROUND & ANALYSIS:

The applicant, Brookﬁeld Homes, has requested that the City vacate existing right-of-way, as shown on Exhibit 1, to facilitate the development of the area. The right-of- way is not needed for any present of future street purposes. There are currently no existing public utilities within the right-of-way and the right-of-way is determined to be excess.

Section 8334(a) of the California Streets and Highways Code authorizes the City to summarily vacate (by Resolution with no public hearing) any excess right-of-way of street or highway not required for street of highway purposes.

This summary vacation meets the California Government Code, Streets and Highways Code, Ontario Municipal Code, and has been reviewed and approved by the City Engineer. 124
EXHIBIT 1RIGHT-OF-WAY VACATIONONTARIO, CA
INTERSTATE15
CALIFORNIA60PROJECTSITE

VICINITY MAP
LEGEND

EMORY LANE

BUCKNELL PASEO
LOT 1 LOT 3LOT AUNIONPASEO
125

Page 1 of 3 ends

RESOLUTION NO. 2024-071

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

CALIFORNIA, ORDERING THE SUMMARY VACATION OF RIGHT-OF-

WAY IN A PORTION OF EMORY LANE AND RECONVEYING ANY OF
THE CITY’S INTEREST THEREIN.

WHEREAS, the City Council of the City of Ontario, California, pursuant to Division 9, Part 3, Chapter 4, of the Streets and Highways Code, may summarily vacate an easement under certain conditions specified therein; and WHEREAS, right-of-way in a portion of Emory Lane within Tract Map No. 17564- 1, shown on a map recorded June 5, 2007 as Document No. 2007-0337638, of Official Records in the Office of the County Recorder of San Bernardino County, is not needed for any present or future street or public utility or other municipal purposes and is determined to be excess;
WHEREAS, 8334(a) of the California Streets and Highways Code authorizes the City to summarily vacate (by Resolution with no public hearing) an excess right-of-way of a street or highway not required for street or highway purposes; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ontario, California:

1. That the above recitals are true and correct.

2. That title to the above-described said properties, more specifically described in Exhibit “A” and depicted on Exhibit “B” attached hereto, shall be vacated.

3. That the City Clerk of the City of Ontario, California, shall cause a copy of this Resolution to be recorded in the office of the County Recorder of San Bernardino County, California.

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

PASSED, APPROVED, AND ADOPTED this 2nd day of July 2024. _____________________________________
PAUL S. LEON, MAYOR
126
Resolution No. 2024-071

Page 2 of 3 ends

ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
127
Resolution No. 2024-071

Page 3 of 3 ends

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. 2024-071 was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held July 2, 2024 by the following roll call vote, to wit:

AYES: MAYOR/COUNCIL MEMBERS: LEON, PORADA, BOWMAN AND

VALENCIA
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: WAPNER
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2024-071 duly passed and adopted by the Ontario City Council at their regular meeting held July 2, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
128
129
130
Department: Financial Services
Prepared By: Stephanie Castro
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez
Approved By:

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

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

LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 68 (RICH HAVEN INDUSTRIAL SERVICES)

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and adopt an Ordinance authorizing the levy of special taxes within City of Ontario Community Facilities District No. 68 (Rich Haven Industrial Services).

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The use of Mello-Roos ﬁnancing in the Rich Haven Industrial Services development is projected to generate approximately $251,085 per year, at buildout, to fund administrative fees and municipal services.

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 (the Act) 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 fund municipal services.

At a public hearing conducted by the City Council on June 18, 2024, the City Council adopted a Resolution of Formation of Community Facilities District 68 (Rich Haven Industrial Services); authorized the levy of a special tax; established an appropriations limit of the Community Facilities District; and called a special election for the Community Facilities District. On that date, 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. Adoption of the proposed ordinance to authorize the levy of special taxes within the Community Facilities District will conclude the formation process for City of Ontario Community Facilities District No. 68 (Rich Haven Industrial 131
Services).

The Rich Haven Industrial Services project addresses the development of approximately 52.97 gross acres located generally south of Schaefer Avenue, north of Ontario Ranch Road, west of Hamner Avenue, and east of Mill Creek Avenue. At buildout, the project is expected to include 1,003,918 square feet of industrial space.
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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. 68 (RICH HAVEN INDUSTRIAL

SERVICES)
WHEREAS, on May 7, 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. 68 (Rich Haven Industrial Services) and to Authorize the Levy of a Special Tax Therein” stating its intention to establish City of Ontario Community Facilities District No. 68 (Rich Haven Industrial Services) (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 services (the “Services”); and WHEREAS, on June 18, 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. 68 (Rich Haven Industrial Services), 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”) and “A Resolution of the City Council of the City of Ontario, California, Calling Special Election for City of Ontario Community Facilities District No. 68 (Rich Haven Industrial Services),” 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 levy the Special Tax and to establish the appropriations limit of the Community Facilities District; and
WHEREAS, on June 18, 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:
133
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 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 2nd day of July, 2024. _____________________________________
PAUL S. LEON, MAYOR
134
ATTEST:
_________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
135

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 June 18, 2024 and adopted at the regular meeting held July 2, 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 July 2, 2024 and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper. __________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
136
Department: Development Administration
Prepared By: Jessica
Ban
Staff Member Presenting: Scott Murphy,
Executive Director Community Development
Reviewed By: Matthew Hernandez, Scott
Murphy
Approved By:

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

A DEVELOPMENT IMPACT FEE CREDIT AGREEMENT (FILE NO. PDIF23-004)

BETWEEN THE CITY OF ONTARIO AND LANDSEA HOMES OF CALIFORNIA, LLC, FOR FACILITY CONSTRUCTION ASSOCIATED WITH TRACT MAP 20452 (FILE NO.

PMTT21-017), LOCATED ON THE WEST SIDE OF HAVEN AVENUE, 1,300 FEET

SOUTH OF RIVERSIDE DRIVE, WITHIN THE WEST HAVEN SPECIFIC PLAN

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve the Development Impact Fee Credit Agreement (File No. PDIF23-004) between the City of Ontario and Landsea Homes of California LLC, for the facility construction associated with Tract Map 20452 (File No. PMTT21-017), located on the west side of Haven Avenue, 1,300 feet south of Riverside Drive, within the Haven Speciﬁc Plan, and authorize the City Manager, or his designee, to execute the Agreement.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

Approval of the proposed Development Impact Fee (DIF) Credit Agreement (File No. PDIF23-004) will not result in any ﬁscal impact to the City’s General Fund. The project’s Development Agreement (File No. PDA21-008) and related conditions require Landsea Homes of California LLC (“Developer”) to construct DIF program infrastructure with estimated costs of $263,162. The proposed DIF Credit Agreement deﬁnes the amount of DIF credit that the Developer may be eligible to receive for construction of the improvement. The DIF credit that the Developer will receive upon completion of the improvement may be exchanged for a refund of the DIF fees paid by the Developer (up to the Developer’s maximum DIF obligation) in the respective DIF category.

137
BACKGROUND & ANALYSIS:

On August 15, 2023, the City Council approved the Development Agreement (File No. PDA21-008) between the City of Ontario and JH Bray LLC and HCW Lathrop Investors LLC, the original owners for Tract Map 20452. On August 22, 2023, the Development Agreement was assigned to the Developer and included the construction of necessary infrastructure to serve the project development.

In accordance with the Development Agreement and related conditions, the Developer is required to construct DIF Program infrastructure to serve TM 20452. Improvement includes installation of storm drain facilities in Honeysuckle Avenue and fiber facilities in Haven Avenue.

Pursuant to the City's adopted DIF Credit and/or Reimbursement policies, construction of DIF Program facilities requires the Developer and the City to enter into a DIF Credit and/or Reimbursement Agreement, which speciﬁes the infrastructure to be constructed by the Developer and includes an estimate of the maximum DIF credit that may be applied in the applicable Regional/Local DIF categories. These infrastructure improvements are within the Ontario Ranch storm drain and ﬁber optics system categories. Since the maximum eligible costs in the Agreement for the required infrastructure exceeds the Developer’s DIF obligation, the Developer is eligible to receive DIF Credit under the proposed Agreement.

The proposed Agreement complies with the City's DIF policies and conforms with the approved Development Plan and associated COA. Under the provisions of the City's DIF Program, the City Manager is authorized to execute this Agreement upon approval by the City Council. 138

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CIry OF ONTARIO

CITY CLERK/RECORDS MANAGEMENT
303 EAST "B'STREET
oNTAR|O, CA 917644196
Space above Use
Exempt from Fees Per Gov. Code $ 61 03
File No. PD|F23-004

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT

FOR FACILITY CONSTRUCTION
By and Between
Gity of Ontario
a Galifornia municipal corporation
and
Landsea Homes of California LLG,
a Delaware limited liability company
2024
46700. 10300\34006733.2
San Bernardino Gounty, California
139

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR FACILITY
CONSTRUCTION BY AND BETWEEN THE CITY OF ONTARIO AND Landsea Homes of California LLC (FILE NO. PD|F23'004)
This DEVELOPMENT IMPACT FEE CREDIT AGREEMENT ("Agreement"), entered into this day of 2024, between the CITY OF ONTARIO, a California municipal corporation, hereinafter referred to as the "City," and Landsea Homes of California LLC, a Delaware limited liability company, hereinafter referred to as the "Developer."

RECITALS
A. Developer is the owner and developer of property located within the City, which property has received development approvals from the City, including the West Haven Specific Plan ("specific PIan")and Tract Map No. 20452 (the "Tract Map"). A legal description of the property is attached hereto as Exhibit 1 and incorporated herein by reference (the "Property"). A map of the Property is attached hereto as Exhibit 2 and incorporated herein by reference.

B. As a condition of the development approvals for the Property, including the Specific Plan and Tract Map approvals, the Developer is required to construct those public improvements identified on Exhibit 3, consisting of certain master planned public infrastructure and improvements, (hereinafter referred to collectively as the "lmprovements"). The estimated costs for the design and construction of the lmprovements are set forth in Exhibit 4. Both Exhibits 3 and 4 are attached hereto and incorporated herein by reference.

C. On July 1,2003, City Ordinance No. 2779 was adopted establishing certain development impact fees ("DlF Fees")to be paid as a condition to the issuance of certain entitlements within the City. Section 7 of Ordinance 2779 authorizes the City Manager, when he or she determines that the public interest would be served by such an agreement, to execute agreements on behalf of the City with applicants in order to provide a credit to the applicant against certain DIF Fees in exchange for the applicant's construction and dedication of public improvements, upon reasonable terms and conditions as may be determined on a case by case basis and subject to City Council approval.

D. City and the previous owner of the Property have previously entered into a statutory development agreement (File No. PDA21-008), pursuant to Section 65864, et seq., of the Government Code, ("Development Agreement") and such Development Agreement has been assigned to Developer and Developer has assumed all rights, responsibilities and obligations of the Development Agreement, including the design and construction of the lmprovements identified in Exhibit 3 and such lmprovements are included in the City's Development lmpact Fee (DlF) Program as a project, or a portion of a project and eligible for credit against DIF Fees.
1 46700. 10300\34006733.2
140
E. City and Developer have agreed that the costs to design and construct the lmprovements shall be eligible for DIF Credit in accordance with the City's Ontario Ranch DIF Credit policies as contained in the City's DIF Program and Ordinance Nos. 2779 and 2780, and Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007' 150, 2008-036, 2011-011, 2012-092, 2015-008, 2017-102, 2019-135, 2022-133, and 2023-036.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and the mutual promises contained herein, it is agreed as follows:

1. Definitions. For purposes of this Agreement, the terms below shall be defined as follows:
"Acceptable Title" means title to land or an interest therein required for the operation of an lmprovement, in form acceptable to the City Manager, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the City Manager as not materially interfering with the actual or intended use of the land or interest therein required for the operation of an lmprovement. Notwithstanding the foregoing, an irrevocable offer of ded ication may constitute "Acceptable Title. "
"Acceptance Date" means the eadier of (i) the date the City Manager or his or her designee takes final action, in writing, to accept dedication or transfer of an lmprovement or (ii)the date determined pursuant to Section 3 below. "Bid Documents" means all designs, bid documents, construction plans and specifications, system layout drawings and other construction documents and permits relating to an lmprovement.
"Certificate of DIF Credit" means a City certificate for the issuance of DIF Credit to Developer in the form attached hereto as Exhibit 5. "City DIF Program and Policies" means Ordinance Nos.2779 and 2780 and Resolution Nos. 2003-39, 2003-070, and 2019-135, as may be amended from time to time.
"City Manager" means the City Manager of the City or his or her designee "City Engineer" means the City's City Engineer or his or her designee. "Completed", "Complete" and "Completion" with respect to an lmprovement means that such lmprovement has been completed in accordance with its Bid Documents, including any final "punch list" items, as approved in writing by the City Engineer, which approval shall not be unreasonably withheld, and that such lmprovement is Usable. Notwithstanding the foregoing, if an lmprovement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property 46700. 10300\34006733.2
2 141
is only a portion of a larger work of improvement, then a determination of "Completed" or "Completion" with respect to that lmprovement shall be made only as to that lmprovement and not with respect to the larger work of improvement of which it is a portion. "Credit Request" means a document, substantially in the form of Exhibit 6, to be used by Developer in requesting DIF Credits with respect to one or more lmprovements.
"Days" shall mean business days unless otherwise stated. "Developer Contract" means a contract between the Developer and a qualified contractor awarded for the construction of the lmprovements at the direction of Developer.
"Development Agreement" has the meaning set forth in Recital D above. "DlF" or "Development lmpact Fees" or "DlF Fees" means the development impact fees imposed within the Ontario Ranch area pursuant to City Ordinance Nos. 2779 and 2780 and City Resolution Nos. 2003-39, 2003-070, 2005-005, 2005-099, 2007-023, 2007-150, 2008-036, 2011-011,2012-092, 2015-008, 2017-102,2019-135, 2022-133, and 2023-036, and any subsequent City ordinances and resolutions lawfully adopted by the City Council to update or modify such development impact fees. "DlF Credit" means credits earned against the payment of DlFs pursuant to this Agreement.
"DlF Obligation" means the amount of Developer's total obligation for Development lmpact Fees in either the Regional or Local Adjacent portion of a DIF category for the Property. Developer's DIF Obligation amounts for each DIF Category shall be as provided in Exhibit 4.
"DlF Program" means the Development lmpact Fee Program and the capital improvement projects and public infrastructure identified in the Development lmpact Fee Program, adopted and amended by the City from time to time. "Effective Date" means the date set forth in the first paragraph of this Agreement.
"Eligible Cost" means the substantiated cost of an lmprovement to be used in calculating DIF Credit amounts, which costs may include: (i) the costs for the construction (including grading) of such lmprovement, (ii) costs directly related to the construction and/or acquisition of the lmprovement, such as costs of payment, performance and/or maintenance bonds, the professional costs of material testing, and insurance costs (including costs of any title insurance required); (iii) the cost of acquiring any real property or interest therein in order to construct or operate the lmprovement, (iv) the fees paid to the City and any other governmental agencies for, and all other costs incurred in connection with, obtaining permits, licenses or other governmental approvals for such lmprovement, (v) the costs incurred in preparing Bid Documents and the related 46700.10300\34006733.2
3 142
costs of geotechnical and environmental evaluations of the lmprovement, (vi) costs of construction and project management, administration and supervision (but only up to five percent (5%) of the costs described in clause (i) above) incurred for the construction of such lmprovement, (vii) professional costs associated with such lmprovement, such as design, engineering, accounting, inspection, construction staking, and similar professional services including legal services related to the review of construction contracts. The maximum amount of Eligible Costs described in clauses (v) through (vii) shall be limited to a total of fifteen percent (15o/o) of the costs described in clause (i). "Improvement" or "lmprovements" means the public improvements required to support the development of the Property as described in Exhibit 3 to the extent required by the applicable conditions of approval.
"Program Cost" or "DlF Program Cost" means the estimated cost of an lmprovement identified in the "Nexus Study" referenced in City Resolution No. 2022-133 as it may be modified, supplemented or superseded from time to time. The Program Cost to be applied shall be the Program Cost in effect at the time the lmprovement is Completed.
"Usable" shall mean that, with respect to any particular lmprovement, the lmprovement is actually usable for its intended purposes, and includes, for water lmprovements connection to the applicable water supply, for sewer lmprovements connection to an applicable disposal system, and for recycled water lmprovements connection to a treated water supply and distribution system. Notwithstanding the foregoing, if an lmprovement which Developer is obligated to construct pursuant to the applicable conditions of approval for a portion of the Property is only a portion of a larger work of improvement, then a determination of whether that lmprovement is "Usable" shall be made only with respect to that lmprovement and not with respect to the larger work of improvement of which it is a portion.
2 Construction and Fundino of lmnrovements bv Develooer Developer shall commence the lmprovements in accordance with the terms of the Development Agreement and individual Tract Maps, including any extension thereof. Upon commencement of the lmprovement(s), Developer agrees to proceed expeditiously with the construction of the lmprovement(s) under the terms herein. For the purposes of this Agreement, commencement of the lmprovements shall mean when Developer receives the first permit from City for grading of the Property. lf Developer is unable or unwilling to proceed with, and Complete, the construction of the lmprovement(s) for any reason, and subject to the provisions in Section 17 below, Developer shall be considered to be in default of this Agreement. City and Developer agree that Developer shall award, or cause to be awarded, all contracts for the construction of the lmprovements and that this Agreement as necessary to assure the timely and satisfactory Completion of such lmprovements. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the lmprovements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted 46700. 10300\34006733.2
4 143
practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to construct the lmprovements and cause title to the lmprovements to be conveyed to the City even if the DIF Credit Amount is less than the actual cost of the lmprovements.

3. lnspection and Acceptance of Completed lmprovement by Citv. City shall make or shall cause to be made periodic site inspections of Developer's construction work. The Acceptance Date for each lmprovement constructed by Developer shall occur not later than twenty (20) Days following the last to occur of the following:
(a) the City Engineer's determination that the lmprovement is Complete; (b) the City Manager's determination that Acceptable Title with respect to the lmprovement is available for acceptance;
(c) Developer's provision of one (1) set of "as-built" or record drawings or plans for the lmprovement, certified and reflecting the condition of the lmprovement as constructed; and
(d) Developer's provision of such evidence or proof as the City Manager shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the lmprovement have been paid and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. Alternatively, rather than await the expiration of the time for the recording of claims of liens, Developer may elect to provide a title insurance policy or other security acceptable to the City Manager guaranteeing that no such claims of liens will be recorded or become a lien upon any of the real property required for the lmprovement.

4. Conveva nce of hlc Titlc tn Citv Acceptable Title to all property on, iri or over which, the lmprovement will be located, shall, prior to and as a condition precedent to the City's acceptance of any lmprovement, be conveyed to City by way of an irrevocable offer of dedication of such property on the Tract Map or by a separate recorded instrument, and such conveyance of interest has been approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such lmprovement. Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title. Completion of the transfer of Acceptable Title shall be evidenced by recordation of the acceptance thereof by the City Manager or his designee.

5. Maintenance and Warranties to be provided to Citv. Developer shall maintain the lmprovement in good and safe condition until the Acceptance Date of the lmprovement. Prior to the Acceptance Date, Developer shall, at its sole cost and expense, be responsible for performing any required maintenance on the lmprovement.

On or before the Acceptance Date of the lmprovement, Developer shall assign to the City all of Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such lmprovement.

After the Acceptance Date, City shall be solely responsible for maintenance of the 5 46700. 10300\34006733.2
144
lmprovement. With respect to the lmprovement, Developer shall warrant that the lmprovement is free from defects in materials and construction defects (and shall correct or cause to be corrected any such defects at Developer's expense) for a period of one year from the Acceptance Date thereof (the "Warranty Period") and Developer shall provide a bond reasonably acceptable in form and substance to the City for such period and such purpose to insure that such defects that appear within said period will be repaired, replaced or corrected by Developer, at its own cost and expense, to the reasonable satisfaction of the City Manager. During the Warranty Period, Developer shall continue to repair, replace or correct any such defects within thirty (30) Days after written notice thereof by the City Manager to Developer, and shall complete such repairs, replacement or correction as soon as practicable. Any warranties, guarantees or other evidences of contingent obligations of third persons with respect to the lmprovement shall be delivered to the City Manager, in writing, as part of the transfer of title. 6 DIF Credit to Deve Developer shall receive DIF Credits based upon the verified Eligible Costs of the lmprovement (or accepted portion of the lmprovement). lssued DIF Credits shall specify the DIF Credit infrastructure category and whether the DIF Credit is for construction of a Regional or Local Adjacent DIF Program lmprovement.

7. Limitations on the lssuance of DIF Credit to Develooer n Comoletion of an lmprovement. The amount of DIF Credit to be issued by City shall be limited to the amount of the DIF Program Costs for the lmprovement (or accepted portion of the lmprovement). The DIF Program Costs identified in the City's DIF Program shall be subject to change, from time to time, as part of the continuing update of the City's DIF Program. The DIF Program Costs for the lmprovement (or accepted portion of the lmprovement) shall be those in effect at the time the DIF Credit Request is submitted to the City.
(a) To the extent that NMC Builders LLC incurred the costs for the design of the lmprovements, Developer agrees that the DIF Credit, up to ten (10%) of the DIF Program Costs, for such design cost portion of the lmprovements shall be issued to NMC Builders LLC.
(b) The DIF Credit that the Developer will receive upon Completion of the lmprovements may be exchanged for a refund of DIF that was paid by the Developer (up to the Developer's maximum DIF obligation) in the respective DIF category.

8. lssuance of a DIF Credit Certificate. When an lmprovement is Complete, Developer shall submit a DIF Credit Request to City with all supporting documentation evidencing the total actual Eligible Costs of the lmprovement at the time of submittal. The City Manager or designee shall determine the completeness of the DIF Credit Request and notify Developer of whether the DIF Credit Request is considered complete or if additional information is needed from Developer. Once the DIF Credit Request is considered complete, the City Manager or designee shall use his or her best efforts to determine the total actual Eligible Costs of the lmprovements and provide Developer with 6 46700. 10300\34006733.2
145
a Certificate of DIF Credit within twenty (20) Days following receipt of the completed DIF Credit Request.

9. DIF Proqram Modifications. The estimated cost in the City's DIF Program for DIF lmprovements (or defined portions of DIF lmprovements) as listed in Exhibit 4 and Developer's total DIF Obligation amount may be modified from time to time based on modifications to the City's DIF Program.

10. Assiqnment of DIF Credits. Developer shall have the right to transfer or assign DIF Credits provided for herein, to any person, partnership, limited liability company, joint venture, firm or corporation; provided, however, that any such sale, transfer or assignment shall only be made in strict compliance with the following:
(a) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, Developer (i) shall notify the City Manager, in writing, of such sale, transfer or assignment and (ii) shall provide the City with an executed agreement, by purchaser, transferee or assignee that identifies the amount of DIF Credits transferred.
(b) Except for the limited assignment above of DIF Credits, any assignment by Developer of any of the obligations of Developer under this Agreement (a "DlF lmprovement Assignment") with regards to the lmprovements listed in Exhibit 4, shall identify the lmprovements that are the subject of the Assignment Agreement and require the written approval of the City Manager, which approval shall not be unreasonably withheld so long as adequate security as determined by City in its sole discretion, is in place to secure the Completion of the subject lmprovements and any DIF lmprovement Assignment not made in strict compliance with the foregoing conditions (other than a transfer under Section 23 below) shall, unless such obligations are performed by Developer when required by this Agreement notwithstanding such assignment, constitute a default by Developer and City shall have no further obligations with regard to acceptance of Certificates of DIF Credit issued to Developer, including any DIF Credit assigned or transferred by Developer.
(c) lf Developer enters into a DIF lmprovement Assignment with a successor in interest with respect to all or a part of the Property (a "Successor Developer") in accordance with Section 10(b) and the Successor Developer obtains DIF Credit pursuant to this Agreement upon its completion of the lmprovements identified in the DIF I mprovement Assignment, then
(i) such Successor Developer shall have the right to sell, transfer or assign to Developer, and Developer shall have the right to acquire from such Successor Developer, all or a portion of such DIF Credit by complying only with Section 10(b) above, and
(ii) Developer shall have the right to sell, transfer or assign all or a portion of such DIF Credit to other Successor Developers who acquire other portions of the Property by complying only with Section 10(b) above, if the sale, transfer or 7 46700. 10300\34006733.2
146
assignment of such DIF Credit occurs concurrently with the conveyance of another portion of the Property to the other Successor Developer.

11. Additional Documents/Actions. The City Manager is authorized to approve and execute any documents and to take any actions necessary to effectuate the purposes of this Agreement.

12. lnteqration. This Agreement reflects the complete understanding of the parties with respect to the subject matter hereof. ln all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement.

13. Prevailinq Waqes. Developer is aware of the requirements of California Labor Code Section 1720, et seq. (as amended by Stats 2001 ch.938 S 2 (S,8.975)), and 1770, etseq., as well as California Code of Regulations, Title 8, Section 1600, et seq. (collectively, the "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" prolects. The Bid Documents and each Developer's Contract shall require all contractors for the construction of lmprovements to pay prevailing wages in accordance with the applicable provisions of the Labor Code. Developer shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Developer's principal place of business and at the project site. Developer shall defend, indemnify and hold the City, its officials, officers, employees, agents, contractors and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

14. Default and Force Maieure.
(a) Default. Failure or delay by Developer or City to perform any of its obligations under this Agreement constitutes a default by such party under this Agreement. The party alleged to be in default shall have thirty (30) days after the date of the written notice by the other party to commence to cure such default. The party alleged to be in default shall diligently pursue such cure to completion within thirty (30) days or a reasonable timeframe if such default cannot be reasonably cured within thirty (30) days, as established in the written notice provided by the party asserting the default. lf the party alleged to be in default has not cured its default within the cure period set forth therein, the defaulting party shall be deemed in breach. Any failure or delay in giving such notice or in asserting any rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive the party not in default of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any of its rights or remedies. lf any default by Developer is not cured within the time period provided by the City, City shall be entitled to terminate this Agreement in its entirety and thereafter, the City shall be under no obligation to perform any of City's obligations hereunder, including, but not limited to, the issuance of DIF Credits that Developer may claim.
8 46700. 10300\34006733.2
147
(b) Force Majeure. Notwithstanding the provisions contained in the foregoing paragraph, performance by either party hereunder shall not be deemed to be in default where delay or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, epidemics, quarantine restrictions, freight embargoes, public transportation stoppage, governmental restrictions or priority, litigation brought by a third party, unusually severe weather, reasonably unforeseeable property conditions, acts of the other party, acts or failure to act of the other party or any other public or governmental agency or entity, or any causes beyond the control or without the failure of the party claiming an extension of time to perform (a "Force Majeure Event").

An extension of time for any such cause (an "Excusable Delay") shall be for the time period of the delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of knowledge of the commencement of the cause or from the date of the notice if provided after such thirty-day period. Notwithstanding the foregoing, none of the foregoing events shall constitute an Excusable Delay unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming an Excusable Delay shall make a good faith effort to deliver such written notice within thirty (30)days after it obtains actual knowledge of the event. Times of performance under this Agreement may also be extended in writing by City and Developer. The Parties hereto expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of any of them (unless such conditions were caused by a Force Majeure Event) that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement are not Force Majeure Events and do not provide any Party with grounds for asserting the existence of a delay in the performance of any covenant or undertaking that may arise under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement, but that such inconvenience or hardship is not a Force Majeure Event and does not excuse the performance by such Party of its obligations under this Agreement. Without limiting the nature of the foregoing, the parties agree that the inability of Developer to obtain a satisfactory commitment from a construction lender for the improvement of the Property or to satisfy any other condition of this Agreement relating to the development of the Property shall not be deemed to be a Force Majeure Event or othenruise provide grounds for the assertion of the existence of a delay under this Section

14. 15. Licenses and Permits. The Devel oper shall secure (or shall cause to be secured) any and all permits that may be required by the City or any other governmental agency affected by the construction of the lmprovements. The Developer shall be responsible for paying all applicable fees and charges to the City to obtain any land use entitlements and permits that are necessary to construct the lmprovements.

16. lndemnification. The Developer agrees to protect, indemnify, defend and hold the City, and its respective officers, employees and agents, and each of them, 46700.10300\34006733.2
I
148
harmless from and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards, attorney's fees, and court costs (collectively "Damages")that the City, or its respective officers, employees and agents, or any combination thereof, may suffer or that may be sought against or recovered or obtained from the City, or its respective officers, employees or agents, or any combination thereof, as a result of or by reason of or arising out of or in consequence of (a) the acquisition, construction, or installation of the lmprovements; (b) the untruth or inaccuracy of any representation or warranty made by the Developer in this Agreement or in any certifications delivered by the Developer hereunder; or (c) any act or omission of the Developer or any of its subcontractors, or their respective officers, employees or agents, in connection with the lmprovements. lf the Developer fails to do so, the City shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental costs of such defense, including any reasonable attorneys' fees or court costs, to and recover the same from the Developer.

Notwithstanding the foregoing, neither the City nor its respective officers, employees, or agents shall be indemnified, defended or held harmless against such Damages to the extent that such Damages have been caused by their sole active negligence or sole willful misconduct. The parties acknowledge and agree that the Developer shall be released from the indemnity, defense and hold harmless obligations set forth herein upon the acceptance of the lmprovements by the City and completion of the Warranty Period for such lmprovements.

17. Develooer as a Private Develooer ln performing under this Agreement, it is mutually understood that the Developer is acting as a private developer, and not as an agent of the City. The City shall have no responsibility for payment to any contractor, subcontractor or supplier of the Developer. Accordingly, this Agreement does not constitute a debt or liability of the City. The City shall not be obligated to advance any of its own funds or any other costs incurred in connection with the Project. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.

18. Other Obligations. Nothing contained herein shall be construed as affecting the Developer's respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer's rights and obligations, and the City's rights and obligations, under this Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and adversely affect the design, acquisition, construction and installation of the lmprovements. This Agreement is not, and shall not be construed as, a statutory development agreement as authorized by Government Code sections 65864 et seq., and this Agreement shall not be interpreted as limiting the authority of the City to adopt and amend regulations concerning permitted uses of property, the density or intensity of use, 46700. 10300\34006733.2
10 149
the maximum height and size of proposed buildings, provisions for the reservation or dedication of land or the payment of impact fees for public purposes. 19 Bindino on Su and Assions Except as set forth in Section 10 or Section 23 hereof, neither this Agreement nor the duties and obligations of the Developer hereunder may be assigned to any person or legal entity other than an affiliate of the Developer without the written consent of the City, which consent shall not be unreasonably withheld or delayed. Neither this Agreement nor the duties and obligations of the City hereunder may be assigned to any person or legal entity, without the written consent of the Developer, which consent shall not be unreasonably withheld or delayed.

The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted and accepted assigns, and successors-in-interest of the parties hereto.

20. Amendments. This Agreement can only be amended by an instrument in writing executed and delivered by the City and the Developer.

21. Waivers. No waiver of, or consent with respect to, any provision of this Agreement by a party hereto shall in any event be effective unless the same shall be in writing and signed by such party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

22. No Third Partv Beneficiaries- No person or entity, other than the City, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23. Mortqaqee Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. Developer shall have the right to encumber and assign its rights and interests hereunder to the lenders providing such financing as security for such financing without the consent of the City and without complying with Section 10 hereof. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. A mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value, unless otherwise required by law. 46700. 10300\34006733.2
11 150
(b) The mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer's obligations under this Agreement.
(c) lf City timely receives a request from a mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the mortgagee within ten (10) days following the sending of the notice of default to Developer. The mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no mortgagee shall have an obligation or duty under this Agreement to perform any of Developer's obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any mortgagee in possession shall be subject to the provisions of Section 10 of this Agreement.

24. Notices. Any written notice, statement, demand, consent approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
lf to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
lf to DEVELOPER:

Tom Baine, Shannon Whittaker
Landsea Homes of California LLC
7525 lrvine Center Drive, Suite 200
lrvine, California 92618
Phone: 949-345-8093
With a copy to (legal counsel, if
applicable):
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered 46700. 10300\34006733.2
12 151
to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, or telecopy, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

25. Jurisdiction and Venue. City and the Developer (a) agree that any suit action or other legal proceeding arising out of or relating to this Agreement shall be brought in state or local court in the County of San Bernardino or in the Courts of the United States of America in the district in which the City is located, (b) consent to the jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection that it may have to the laying of venue or any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the City and the Developer agrees that a final and non- appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

26. Attornevs' Fees. lf any action is instituted to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party thereto reasonable attorney's fees and costs of such suit (including both prejudgment and post judgment fees and costs) as determined by the court as part of the judgment.
, 27. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

28. Usaqe of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

29. Cou rts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

30. lncorporation by Reference. The following Exhibits attached hereto and the Recitals of this Agreement are hereby incorporated by reference as though fully set forth herein:

Exhibit 1 -
Exhibit 2 -
Exhibit 3 -
Exhibit 4 -
Exhibit 5 -
Exhibit 6 -
Exhibit 7 -
Legal Description of Property
Map of Property
Description of lmprovements
Estimated Costs of lmprovements
Form of Certificate of Regional or Local Adjacent DIF Credit Form of DIF Credit Request
Not applicable
46700. 10300\34006?33.2
13 152
Exhibit 8 - Form of DIF lmprovement Assignment
lSignatures On Nexf Pagel
46700. 10300\34006733.2
14 153
lN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below.
"clTY"
CITY OF ONTARIO, a California
municipal corporation
Dated By:

Scott Ochoa, City Manager
ATTEST:

By
City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
City Attorney
By
46700. 10300\34006733.2
15 154
Dated: JUNE 3,2024
"DEVELOPER''
Landsea Homes of California, LLC
a Delaware limited liability company
By:

Name
Its:

S NNON WHITTAK R
AVP
46700. 10300\34006733.2
16 155
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness accura or valid of that document.

STATE OF CALIFORNIA

COUNTY OF ORANGE
On this 3RD day of JUNE, 2024 before
ffi9' TERRI L. PILIGI Notary Public, personally
appeared SHAN NWH ITTAKER , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal
Signatu (Seal)
46700. 10300\34006733.2
156
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO
On this _ day of _, 2024 before
ffie, , Notary Public, personally
appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heritheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
46700. 10300\34006733.2
157
Exhibit 1
Legal Description of Property
Reat property in the City of Ontario, County of San Bernardino, State of Callfornla, dscrlbed as follows:

THE NORIH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEASI- QUARTER OF SECTION 11, TOWNSHIP 2 SOUTH, RANGE 7 WEST, SAN BERNAROINO BASE AND MERIDIAN, IN THE COUNTY OF sAN BERNARDINO, SrATE OF CAUFORNLA, AS pER GOVERNMENT SURVEY.

SAVING AND E(CEPTING IHEREFROM ALL STATE AND COUNTY HIGHWAYS.

APN: 0218-151-10-0-000
46700. 10300\34006733.2
Exhibit 1
158
z
Exhibit 2
Map of Property
iet
.i
g
qrt i* a a c
d
4,'.
2l
46700. 10300\34006733.2
Exhibit 2
159
Exhibit 3
Description of lmprovements
DIF Eligible Facilities: The DIF Eligible Facilities consist of the following Components and Segments; provided, however, that each such Segment described below shall constitute a Segment for purposes of this Agreement only if such Segment was constructed by or on behalf of the Developer.

Storm Drain Facilities \
Proiect
DIF
Categorv
DIF
Program
Prsieet xa,
DIF Proiect
Description Segment Description
Proiect
Scope/Leneth
TIEI
TM20452
Local
Adjacent
Storm
Drain
sD-025
Turner
Avenue,
Riverside to
Countyline
Channel
42-inch storm drain main in
Honeysuckle Avenue from
existing 42" SD main in the
southerly tract (TM 18026) to
a junction structure to
connect to the proposed in-
tract SD improvements to
serve this project
663
Fiber Optic Gommunications Facilities
Proiect DIF
Categorv
DIF
Program
Proiect No.

DIF Proiect
Description Segment Description
Proiect
Scope/Lensth
TIEI
TM20452
Local
Adjacent
Fiber
FO-004
Distribution
Network -
Major
Streets
Conduit
Svstem
Fiber Optic conduit in Haven
Avenue 708
46700. l 0300\34006733.2
Exhibit 5
160
Exhibit 4
Estimated Gosts of lmprovements
Storm Drain Facilities
Proiect DIF CateEorv
DIF
ProErBm
Proiect No,
DIF Proiect
D€scriplion SeEment De3criBlion
Proi€ct
Scope/Leneth
ILFI
Total DIF
Prdiedt Cdt!
Segment
Coet
Percentaee
ErtimEted
Elicible C$ir
TM20452 Local Adjacent
Stom Drain
sD-025
Turner Avenue,
Riverside to
Countyline
Channel
42-inch storm drain main in
Honeysuckle Avenue from
existing 42" SD main in the
southerly tract (TM 18O26) to
a junction structure to
connect to the proposed in-
tract 5D improvements to
serue this oroiect
663 $ 1,635.87s t4.3W" $ 233,8s8
sublotal LBcal Adiaccni Storm Drain Facilitie! $ 233,858 Fiber Optic Gommunications Facilities
Proiect DIF CateEory
DIF
ProErem
Proiect No.

DIF Proiect
De3cription S€gment Detcripiion
Proi€.t
Scope/Lenath
TLFI
Total DIF
Proiect Costs
S€pm€nt
Cost
PerE€ntage
Estimated
Elieible €a:ts
TM20452 Lmal Adiacent
Fiber
FO-004
Distribution
Network - Maior
Streets Conduit
System
Fiber optic conduit in Haven
Avenue
708 $11,602,083 0.25% $ 29,304
Subtotal Loel Adjacent Fibe r Optic Communicatioro s 293U 46700. 10300\34006733.2
Exhibit 5
161
Exhibit 5

FORM OF CERTIFICATE OF REGIONAL OR LOCAL ADJACENT DIF GREDIT Pursuant to Section 6 of the Development lmpact Fee Credit Agreement for Facility Construction by and between the City of Ontario and Landsea Homes of California LLC dated ,2024, the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the "Agreement" , the City of Ontario hereby certifies that Developer is entitled to the following amount and nature of DIF Credits:

Amount of Credit:
lnfrastructure Category of DIF:

Local Adjacent or Regional Category of DIF:

Scott Ochoa, City Manager
Dated:
$
46700. 10300\34006733.2
Exhibit 5
162
Exhibit 6

FORM OF DIF CREDIT REQUEST
The undersigned (the "Developer"), hereby requests DIF Credits in the DIF categories and amounts specified in Attachment t hereto. ln connection with this Credit Request, the undersigned hereby represents and warrants to the City as follows:

1. He (she) is a duly authorized officer or representative of the Developer, qualified to execute this Credit Request on behalf of the Developer and is knowledgeable as to the matters set forth herein.

2. All costs of the lmprovements for which credit is requested hereby are Eligible Costs (as defined in the DIF Credit Agreement) and have not been inflated in any respect. The Eligible Costs for which credit is requested have not been the subject of any prior credit request submitted to the City.

3. Supporting documentation (such as the applicable Developer Contract, third party invoices, lien releases and cancelled checks or other evidence of payment) is attached with respect to each cost for which credit is requested'

4. The lmprovement for which credit is requested was constructed in accordance with the requirements of the DIF Credit Agreement.

5. Please issue a Certificate of DIF Credit to the Developer in the amount requested.

I declare under penalty of perjury that the above representations and warranties are true and connect.

DEVELOPER
Landsea Homes of California LLC
By
Authorized Representative of Developer
Date:

CITY
Credit Request Approved
By
Scott Ochoa, City Manager
Date
46700. 1 0300\34006733.2
Exhibit 6
163
ATTACHMENT 1

SUMMARY OF IMPROVEMENTS AND REQUESTED DIF CREDITS
lmprovement Eligible Costs/Contract Amount DIF Credit Requested [List here all lmprovements for
which credit is requested, and attach support documentationl 46700. I 0300\34006733.2
Exhibit 6
164
Exhibit 8

FORM OF ASSIGNMENT, SALE, OR TRANSFER OF DIF CREDIT
FROM to
This Sale or Transfer of DIF Credit ("DlF Credit Transfer") is entered into as of 20-, between a
"Transferor") an
("Transferee").

A. NMC Builders, LLC is a limited liability company formed under the laws of the state of California, the business affairs of which are governed by that certain Amended and Restated Limited Liability Company Agreement of NMC Builders, LLC dated as of March 31, 2005, as amended ("NMC Agreement").

B. Transferor is a Member of the NMC Builders, LLC.

C. Pursuant to that certain Certificate of DIF Credit (the "Certificate") issued by the City of Ontario to NMC Builders, LLC, dated , an amount of DIF Credit was made available to the Transferor for use in the eastern portion of the New Model Colony. A copy of the Certificate is DIF Credit issued to NMC Builders, LLC by CITY is attached hereto and incorporated herein as Exhibit "C-2".

D. Transferee is owner of real property within the eastern portion of the New Model Colony of the City of Ontario and further described as Tract Map No. _ . (or other description of the property).

E. Pursuant to the terms of this DIF Credit Assignment, Transferee desires to receive from the Transferor, a share of the DIF Credit issued to Transferor by NMC Builders LLC.

For good, valuable and sufficient consideration received, the receipt of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows:

1. TRANSFER
The Transferor hereby assigns, transfers and conveys to Transferee the DIF Credit of (add more rows as needed):

DIF Credit Category DIF Certificate No. DIF Credit Amount 46700. I 0300\34006733.2
Exhibit 8
165

2. ACCEPTANCE
Transferee hereby accepts and assumes DIF Credit as listed above. Transferee and CITY shall track DIF Credit as it is redeemed, and the remaining balance to be used, by completing, dating and initialing Exhibit "D-3" attached hereto and incorporated herein.

The original Exhibit "C-2" shall not be removed from this Transfer Agreement.

3. EFFECTIVE DATE.

This Transfer Agreement shall become effective as of the date first above written.

4. TRANSFERO S REPRESENTATIONS AND WARRANTIES
The Transferor makes the following representations and warranties, which representations and warranties shall survive this DIF Credit Transfer:

The Transferor has the full power and authority to enter into this DIF Credit Transfer.

The execution, delivery and performance of this DIF Credit Transfer will not result in any violation or default under its organizational documents or any instruments to which the Transferor is a party.

From and after the date of this DIF Credit Transfer, the Transferor shall have no further rights, title or interest in or to the DIF Credit.

5. TRANSFEREE'SREPRESENTATIONANDWARRANTIES.

Transferee makes the following representations and warranties, which representations and warranties shall survive this Transfer:

Transferee is the owner of Tract No. _ (or other property description) in the eastern portion of the New Model Colony, City of Ontario.

Transferee has the full power and authority to enter into this DIF Credit Transfer.

This DIF Credit Transfer, when executed, shall constitute a valid and legal obligation binding as to Transferee.

6. NOTICES.

All notices, consents, waivers and other communications under this DIF Credit Transfer must be in writing and will be deemed to have been duly given when (a)delivered by hand (with written confirmation of receipt), (b)when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties); (c) when received by the addresses as confirmed by a confirmation receipt, if sent by facsimile to the appropriate facsimile number 46700. 10300\34006733.2
Exhibit 8
166
designated below (or to such other facsimile number as the parties may designate by notice to the other parties).
lf to the Transferor: Entity Name:

Address:

Attention
Phone:

Email:
lf to Transferee Entity Name
Address:

Attention
Phone: (_)
Email:
7 ENERAL PROVISI
Severabilitv. ln the event that the application of any of the provisions of this DIF Credit Transfer are held to be unenforceable or invalid, the validity and enforceability of other applications of that provision and of the remaining provisions shall not be affected.

Counterparts. This DIF Credit Transfer may be executed in counterparts.

Entire Agreement. This DIF Credit Transfer contains the entire final understanding of and between the parties and supersedes any prior written or oral agreements between them respecting the subject matter of this DIF Credit Transfer. There are no representations, agreements, arrangements or understandings, oral or written, between the parties that are not fully set forth herein.

Construction. Every covenant, term and provision of this DIF Credit Transfer shall be construed simply according to its fair meaning and not strictly for or against any party, No Mod No supplement, modifications or amendment to this DIF Credit Transfer shall be binding unless executed in writing by both parties Furthe r Assurances. The Transferor and Transferee each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this DIF Credit Transfer.

Effect of NMC Aqreement and Certificate. This DIF Credit Transfer Agreement is, and shall remain, subject to the terms and conditions of the DIF Credit Certificate and the NMC Agreement, as may be amended by the parties thereto from time to time.

No Third Partv Beneficiaries. This DIF Credit Transfer Agreement is made and entered into for the sole protection and benefit of the parties hereto, the City of Ontario, 46700. l 0300\34006733.2
Exhibit 8
167
and their respective successors and assigns. No other person or entity shall have any right of action based upon any provision of this DIF Credit Transfer Agreement. lN WITNESS WHEREOF, the Transferor and Transferee have duly executed this DIF Credit Transfer as of the date first written above.

TRANSFEROR:

Entity Name (NMC Builders Member) a
By:

By:

TRANSFEREE
Entity Name a
By
By
(All Signatures must be notarized)
46700. 10300\34006733.2
Exhibit 8
168
EXHIBIT "C 4" to Transfer of DIF Credit
(Gertificate of DIF Credit)
(Original DIF Credit Ceftificateissued by City must be attached). 46700. 10300\34006733.2
Exhibit 8
169
EXHIBIT "D'3" to Transfer of DIF Gredit
Available DIF Credit Reconciliation
DIF Credit Category
Assigned to: (NMC Member)
Date Assigned to NMC Member:

Transferee:

Date Transferred:

Starting
DIF Credit
Balance
Amount
Redeemed
Date Remaining
DIF Credit
Balance
City's
lnitials
Transferee's
lnitials
46?00. 10300R4006733.2
Exhibit 8
170
Department: Public Works
Prepared By: Daniel P Beers
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Andrea Ampig, Bonnie Tam
Approved By:

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

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH TILDEN- COIL CONSTRUCTORS, INC. FOR CONSTRUCTION MANAGEMENT MULTI-PRIME SERVICES FOR PHASE 1 OF THE ONTARIO CONVENTION CENTER EXPANSION

PROJECT

CITY OF ONTARIO
Agenda Report
July
2, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy FISCAL IMPACT:

The recommended Amendment No. 4 for Tilden-Coil Constructors, Inc. is in an amount of $3,005,730 for a new total not-to-exceed contract amount of $33,049,677. If approved, appropriations will be included in future Annual Budgets to City Council within Capital Projects- Measure Q Fund for approval as needed for Construction management Multi-Prime Services.

BACKGROUND & ANALYSIS:

HMC Architects is currently working on the design of the Convention Center Expansion Project which will consist of four separate projects; (1) an expansion and remodel to an existing convention center, (2) a new parking structure on an existing oﬃce building site, (3) a road closure with a new exterior plaza and event space, and (4) a new pedestrian bridge connecting the new parking structure to a new hotel across Holt Blvd. The expansion of the existing convention center includes an addition of approximately 275,000 SF with two new exhibit halls, two new small 171
ballrooms, thirteen new meeting rooms, new main lobby, new café, two secondary lobbies, and a new administration suite. The remodel of the existing convention center includes a heavy remodel of the existing meeting rooms, an expansion and heavy remodel of the existing ballrooms, an expansion and heavy remodel of the existing kitchen, and a light to moderate remodel of all other spaces. The new parking structure will be approximately 650,000 SF and ﬁve-stories, providing approximately 2,000 new parking spaces, including 600 EV stations. The new plaza will be approximately 200,000 SF and includes an event plaza, demonstration garden, public art and sculpture garden. The new pedestrian bridge is approximately 275’-0” long and 12’-0” wide. The bridge will have stairs and an elevator at the hotel, and connect to the 2nd ﬂoor of the parking structure to utilize the stairs and elevator in the structure.

On April 16, 2024, the City Council authorized Amendment No. 3 to the Professional Services Agreement with Tilden-Coil Constructors, Inc. for Construction Management Multi-Prime Services for the Ontario Sports Complex. The proposed Amendment No. 4 will incorporate Construction Management Multi-Prime Services for Phase 1 of the Ontario Convention Center Expansion Project.

The proposal for Multi-Prime Services with Tilden-Coil Constructors, Inc. consists of pre- construction services including schematic planning, construction plans, speciﬁcations, cost estimates, bidding support, and management oversight for Phase 1 of the Ontario Convention Center Expansion Project.
172
46700.00100\33287662.1

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Ontario City CouncilJuly 2, 2024

Ontario City Council
July 2, 2024