Agenda packet — Ontario City Council, November 5, 2024 (part 1 of 3)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting

NOVEMBER
5, 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.

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

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

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

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

ACCOMODATIONS

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

ORDER OF BUSINESS

The regular City Council and Housing Authority meeting begins with 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

PLEDGE OF ALLEGIANCE
Council Member Valencia

INVOCATION
Pastor Enoch Zesati, Victory Outreach Ontario Bilingual PUBLIC COMMENTS 6:30 P.M.

The Public Comment portion of the Council/Housing Authority meeting is limited to 30 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 CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 2

1. APPROVAL OF MINUTES

ATTACHMENT:

20241001 Meeting Minutes (Not Official Until Approved)

2. BILLS & PAYROLL

3. A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT AND IMPROVEMENT SECURITY FOR DEVELOPMENT PLAN NO. PDEV23-013 GENERALLY LOCATED AT THE

SOUTHWEST CORNER OF MILL CREEK AVENUE AND CHINO AVENUE WITHIN THE RICH-

HAVEN SPECIFIC PLAN

ATTACHMENT:

20241105
PDEV23-013^01 EX A.pdf

ATTACHMENT:

20241105 PDEV23-013 02^RESO^RM.docx
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

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.

Minutes for the regular meetings of the City Council, Housing Authority and Ontario Public Financing Authority of October 1, 2024 and approving same as on ﬁle in the Records Management Department.

Bills September 27, 2024 through October 24, 2024, and Payroll September 7, 2024 through October 5, 2024.

That the City Council adopt a Resolution approving an Improvement Agreement and Improvement Security for Project No. PDEV23-013, generally located at the southwest corner of Mill Creek Avenue and Chino Avenue within the Rich-Haven Specific Plan.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT AND IMPROVEMENT SECURITY FOR DEVELOPMENT PLAN NO.

PDEV23-013 GENERALLY LOCATED AT THE SOUTHWEST CORNER OF MILL CREEK AVENUE AND CHINO AVENUE WITHIN THE RICH-HAVEN SPECIFIC PLAN.

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

4. A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20529 GENERALLY LOCATED SOUTH OF CHINO AVENUE

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

ATTACHMENT:

20241105 TM-20529^01 Exhibit A.pdf

ATTACHMENT:

20241105 TM-20529 02^RESO^RM

5. AWARD PROFESSIONAL SERVICES AGREEMENT FOR COST ALLOCATION PLAN, CERTIFIED

OMB PLAN, AND INTERNAL SERVICE FUNDS RATE PLANS FOR VARIOUS CITY FUNDS

ATTACHMENT:

Cherry Bekaert PSA - CAP.pdf

6. A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL PARCEL MAP NO. 20517 GENERALLY LOCATED AT THE NORTHEAST CORNER OF

MERRILL AND SULTANA AVENUES

ATTACHMENT:

20241105 PM-20517^01 EX.pdf

ATTACHMENT:

20241105 PM-20517 02^RESO^RM.docx

7. FISCAL YEAR 2024-25 FIRST QUARTER BUDGET UPDATE REPORT

ATTACHMENT:

FY 2024-25 First Quarter Budget Update Report_EXHIBIT A.pdf That the City Council adopt a Resolution approving an Improvement Agreement, Improvement Security and Final Tract Map No. 20529, generally located south of Chino Avenue between Haven Avenue and Mill Creek Avenue within the Rich-Haven Specific Plan.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20529

GENERALLY LOCATED SOUTH OF CHINO AVENUE BETWEEN HAVEN AVENUE AND MILL CREEK AVENUE WITHIN THE RICH-HAVEN SPECIFIC PLAN.

That the City Council award a Professional Services Agreement for Cost Allocation Plan, Certiﬁed OMB Plan, and Internal Service Funds rate plans to Cherry Bekaert, LLC, for a three- year term for an amount not-to-exceed $180,000 with the option to extend the Agreement for two (2) additional one-year terms for $60,000 per ﬁscal year; and authorize the City Manager, or his designee, to execute the Agreement.

That the City Council adopt a Resolution approving an Improvement Agreement, Improvement Security and Final Parcel Map No. 20517, generally located at the northeast corner of Merrill and Sultana Avenues within the Ontario Ranch Business Park Specific Plan.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL PARCEL MAP NO. 20517 GENERALLY LOCATED AT THE NORTHEAST CORNER OF MERRILL AND SULTANA AVENUES.

That the City Council approve the budget adjustments and recommendations as presented in the Fiscal Year 2024-25 First Quarter Budget Update Report (Exhibit A).

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

8. THE RENEWAL OF THE EXISTING WORK ORDER AND ASSET MANAGEMENT SYSTEM WITH

AZTECA SYSTEMS, LLC FOR PUBLIC WORKS AND ONTARIO MUNICIPAL UTILITIES

COMPANY

ATTACHMENT:

FINAL_Ontario_ CA_Cityworks MASTER - Public Sector - Order Form and Terms.pdf

9. ACCEPT AND APPROVE LAW ENFORCEMENT EQUIPMENT GRANT FROM CITIZEN'S OPTION

FOR PUBLIC SAFETY (COPS)/ENHANCING LAW ENFORCEMENT ACTIVITIES SUBACCOUNT (ELEAS) ADDITIONAL AWARD FOR FISCAL YEAR 2023-24

ATTACHMENT:

2024-COPS-GROWTH.pdf

10. ACCEPT AND APPROVE LAW ENFORCEMENT GRANT FROM CITIZEN'S OPTION FOR PUBLIC

SAFETY (COPS)/ENHANCING LAW ENFORCEMENT ACTIVITIES SUBACCOUNT (ELEAS) FOR FISCAL YEAR 2024-25

ATTACHMENT:

FY 2025 COPS State Allocation Letter (Growth Not Included).pdf

11. A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH GRBCON, INC. FOR THE

EASEMENT AND STORM DRAINPIPE REPLACEMENT PROJECT

ATTACHMENT:

Change Order No. 2.pdf
That the City Council authorize the City Manager, or his designee, to execute the renewal of the CityWorks work order and asset management system used by Public Works and Ontario Municipal Utilities Company (OMUC) with Azteca Systems, LLC, of Sandy, Utah for three years with an optional renewal period for two years for a total contract amount not-to-exceed $662,917.

That the City Council authorize the City Manager, or his designee, to execute all documents necessary to accept and approve the Citizen' s Option for Public Safety (COPS)/Enhancing Law Enforcement Activities Subaccount (ELEAS) Grant for Fiscal Year 2023-24 in the amount of $266,069.

That the City Council authorize the City Manager, or his designee, to execute all documents necessary to accept and approve the Citizen's Option for Public Safety (COPS)/Enhancing Law Enforcement Activities Subaccount (ELEAS) Grant for Fiscal Year 2024-25 in the amount of $279,859.

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to approve Change Order No. 2 to the Construction Contract with GRBCON, Inc., of Baldwin Park, California, for the Easement and Storm Drainpipe Replacement Project in the amount of $467,191 for a total not-to- exceed contract amount of $1,245,101; 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 construction related activities.

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

ATTACHMENT:

GRBCON 10.28 PCO MISSION AND BON VIEW and Emporia and Plum Drywell.pdf

12. A CONSTRUCTION CONTRACT WITH MARINA LANDSCAPE, INC. FOR THE MISSION

BOULEVARD MEDIAN IMPROVEMENT PROJECT

ATTACHMENT:

Mission Landscape Renovation PM 2425-19 Long Form Bid and Contract.pdf

13. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH SAFARILAND LLC FOR

LAW ENFORCEMENT SAFETY EQUIPMENT

ATTACHMENT:

Amendment No 2
Model Amendment (non-construction contract)-
c1_0.pdf

14. A PUBLIC HEARING TO CONSIDER A RESOLUTION REGARDING THE FORMATION OF THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 72 (LOMA CREEK LOGISTICS CENTER SERVICES); AND INTRODUCTION OF AN ORDINANCE LEVYING SPECIAL TAXES That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Construction Contract No. PM 2425-19 with Marina Landscape, Inc., of Orange, California, for the Mission Landscape and Irrigation Project for a total contract amount of $1,849,000 and authorize a 10% contingency of $184,900 for a total not-to-exceed contract amount of $2,033,900; 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, reductions 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 Goods and Services Agreement with Safariland LLC, with its principal place of business in Jacksonville, Florida, increasing the authorized contract amount for specialized law enforcement safety equipment by $450,000, for a total not-to-exceed amount of $1,250,000.

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.

That the City Council consider and:

A
.

Adopt a Resolution of Formation of Community Facilities District No. 72 (Loma Creek Logistics Center Services), proposing that the community facilities district be authorized to levy a special tax and proposing that an appropriations limit of the community CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

CFD 72 Loma Creek Logistics Center Services Formation
01^RESO^RM.doc

ATTACHMENT:

CFD 72 (Loma Creek Logistics Center Services)^01A RMA EXH B.pdf

ATTACHMENT:

CFD 72 Loma Creek Logistics Center Services Calling Election 02^RESO^RM.doc

ATTACHMENT:

CFD 72 Loma Creek Logistics Center Services Declaring Election 03^RESO^RM.doc

ATTACHMENT:

CFD 72 Loma Creek Logistics Center Services 04^ORD^RM.doc

15. A PUBLIC HEARING REGARDING AN ECONOMIC DEVELOPMENT SUBSIDY REPORT AND

LOAN AGREEMENT BETWEEN THE CITY OF ONTARIO AND CORE HOTEL VENTURE, LLC AND

CONSIDERATION OF RESOLUTION
facilities district be established;
B
.

Adopt a Resolution calling a special election for City of Ontario Community Facilities District No. 72 (Loma Creek Logistics Center Services); C
.

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

Introduce and waive further reading of an ordinance levying special taxes within City of Ontario Community Facilities District No. 72 (Loma Creek Logistics Center Services).

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, OF FORMATION OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 72 (LOMA CREEK LOGISTICS

CENTER 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.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CALLING SPECIAL ELECTION FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 72 (LOMA CREEK LOGISTICS CENTER SERVICES).

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.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 72 (LOMA CREEK LOGISTICS CENTER SERVICES).

That the City Council take the following actions:

A
.

Consider and adopt a Resolution authorizing the execution of a Loan Agreement and other related documents in connection with providing a loan to CORE Hotel Venture, LLC and accepting the Economic Development Subsidy Report prepared pursuant to Government Code Section 53083.

B
.

Direct City Staﬀ to ﬁle a Notice of Exemption based upon the City Council's ﬁnding that there is no possibility that the approval of this Loan Agreement will have a signiﬁcant effect on the environment and therefore, no environmental analysis is required.

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

ATTACHMENT:

CORE Ontario Airport Hotel Loan 01^RESO^RM

ATTACHMENT:

CORE Ontario Airport Hotel Loan^02 LOAN AGREEMENT.pdf

ATTACHMENT:

CORE Ontario Airport Hotel Loan^03 NOTE.pdf

ATTACHMENT:

CORE Ontario Airport Hotel Loan^04 DEED OF TRUST.pdf

ATTACHMENT:

CORE Ontario Airport Hotel Loan^05 ECON DEV SUBSIDY REPORT.pdf

16. A RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 64 (SUNSET RANCH) SPECIAL TAX BONDS, SERIES 2024 AND

RELATED MATTERS

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

THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BY AND BETWEEN THE CITY OF

ONTARIO AND CORE HOTEL VENTURE LLC AND ACCEPTING THE ECONOMIC DEVELOPMENT SUBSIDY REPORT PREPARED PURSUANT TO GOVERNMENT CODE SECTION 53083.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION
That the City Council take the following actions:

A
.

Consider and adopt a Resolution authorizing the issuance of City of Ontario Community Facilities District No. 64 (Sunset Ranch) Special Tax Bonds, Series 2024, in an aggregate principal amount not-to-exceed $30 million, authorizing the execution and delivery of an Indenture, a Bond Purchase Agreement, and a Continuing Disclosure Agreement, authorizing the distribution of an Oﬃcial Statement, authorizing the execution of necessary documents and certificates and related actions; B
.

Consider and adopt a Resolution of the City of Ontario making a declaration of oﬃcial intent to reimburse facilities expenditures with bond proceeds and related actions; C
.

Authorize the issuance of special tax bonds for public improvements required to facilitate the development of the Sunset Ranch project and the Ontario Ranch development;
D
.

Approve the forms of the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, and the Preliminary Official Statement; E
.

Authorize 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
.

Authorize the execution of an Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, a deemed ﬁnal certiﬁcation in connection with the issuance of the bonds by the City Manager or the other specified authorized officers.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 64 (SUNSET RANCH) SPECIAL TAX BONDS, SERIES 2024, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $30,000,000 AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, A

BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT, AUTHORIZING

THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND

AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 8

ATTACHMENT:

CFD 64 Sunset Ranch Authorizing the Issuance of Bonds
01^RESO^RM.doc

ATTACHMENT:

CFD 64 Sunset Ranch Declaration Intent to Reimburse Facilities Expenditures 02^RESO^RM.doc

ATTACHMENT:

CFD 64 Sunset Ranch^03 Indenture.pdf

ATTACHMENT:

CFD 64 Sunset Ranch^04 Bond Purchase Agreement.pdf

ATTACHMENT:

CFD 64 Sunset Ranch^05 Continuing Disclosure Agreement.pdf ACTIONS.

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.

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

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 9

ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY/

ONTARIO PUBLIC FINANCING AUTHORITY

MINUTES
OCTOBER 1, 2024
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS
The regular meetings of the Ontario City Council, Housing Authority and Public Financing Authority were held on Tuesday, October 1, 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 6:15 p.m.

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

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 6:15 p.m. for discussion of the following:

GC 54956.9 (d)(2), CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION One Matter
10 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 2 of 10 ends

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

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

INVOCATION
The invocation was led by Senior Pastor Thomas Ontario Seventh-Day Adventist Church.

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

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

Nicole J. Ventress, regarding Justice for Joseph Anthony Benavente.

Mayor Leon called upon the first speaker:

Yvette, invited Council and residents to the San Secondo d’Asti in Ontario.

Brad Neumann, spoke on his personnel grievance.

Sabrina Robles, announced the Ontario Police Department’s 3rd Annual Community Open House.

Fire Chief Michael Gerken, announced the Ontario Fire Department’s Annual Open House.

AGENDA REVIEW/ANNOUNCEMENTS
City Manager Ochoa announced the need to move Public Hearing Item No. 19 to the regular meeting on October 15, 2024.

CONSENT CALENDAR
MOTION: Moved by Council Member Bowman, seconded by Council Member Wapner, and carried by a unanimous vote 4-0 with Mayor pro Tem Porada absent, to approve the Consent Calendar.

1. APPROVAL OF MINUTES
Approved minutes for the regular meeting of the City Council and Housing Authority of September 3, 2024 and approving same as on file in the Records Management Department.
11 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 3 of 10 ends

2. BILLS & PAYROLL
Approved bills August 30, 2024 through September 12, 2024, in the amount of $25,125,527.85, and Payroll August 11, 2024 through August 24, 2024 in the amount of $5,952,815.40.

3. A RESOLUTION ORDERING THE SUMMARY VACATION OF AN EASEMENT

FOR PUBLIC STREET AND UTILITY PURPOSES LOCATED ON SIXTH STREET

WEST OF MOUNTAIN AVENUE
The City Council adopted a Resolution ordering the summary vacation of an easement for public street and utility purposes located on Sixth Street west of Mountain Avenue.

RESOLUTION NO. 2024-165 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ORDERING THE SUMMARY VACATION OF

AN EASEMENT FOR PUBLIC STREET AND UTILITY PURPOSES LOCATED ON SIXTH STREET WEST OF MOUNTAIN AVENUE.

4. A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT AND
IMPROVEMENT SECURITY FOR LOT 1 OF TRACT MAP NO. 20316 LOCATED

AT THE NORTHWEST CORNER OF ARCHIBALD AVENUE AND EUCALYPTUS AVENUE
The City Council adopted a Resolution approving an Improvement Agreement and Improvement Security for Lot 1 of Tract Map No. 20316, located at the northwest corner of Archibald Avenue and Eucalyptus Avenue.

RESOLUTION NO. 2024-166 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING AN IMPROVEMENT
AGREEMENT AND IMPROVEMENT SECURITY FOR TRACT MAP NO. 20316

LOCATED AT THE NORTHWEST CORNER OF ARCHIBALD AVENUE AND EUCALYPTUS AVENUE.

5. A RESOLUTION ORDERING THE SUMMARY VACATION OF AN EASEMENT

FOR PUBLIC STORM DRAIN PURPOSES LOCATED NEAR THE SOUTHEAST

CORNER OF COMMERCE PARKWAY AND SANTA ANA STREET
The City Council adopted a Resolution ordering the summary vacation of an easement for public storm drain purposes located near the southeast corner of Commerce Parkway and Santa Ana Street.

RESOLUTION NO. 2024-167 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ORDERING THE SUMMARY VACATION OF

AN EASEMENT FOR STORM DRAIN PURPOSES LOCATED NEAR THE
SOUTHEAST CORNER OF COMMERCE PARKWAY AND SANTA ANA STREET. 12 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 4 of 10 ends

6. AN AMENDMENT TO THE MUNICIPAL SERVICES AGREEMENT BETWEEN

THE CITY OF ONTARIO AND THE ONTARIO INTERNATIONAL AIRPORT

AUTHORITY
The City Council authorized the City Manager, or his designee, to execute an amendment to the Municipal Services Agreement between the City of Ontario and the Ontario International Airport Authority.

7. AN AMENDMENT TO A MAINTENANCE SERVICES AGREEMENT WITH BAY

ALARM COMPANY FOR BURGLARY ALARM SERVICES
The City Council approved and authorized the City Manager, or designee, to execute Amendment No. 10 to the Maintenance Services Agreement with Bay Alarm Company, of Concord, California, for a total not-to-exceed amount of $1,513,547, for the fire alarm system upgrade, and a term to June 30, 2025.

8. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH THIRTIETH STREET ARCHITECTS, INC. FOR THE PROPOSED ADAPTIVE REUSE PROJECT AT 114-132 NORTH EUCLID AVENUE
The City Council authorized the City Manager, or his designee, to execute Amendment No. 7 to the Design Services Agreement with Thirtieth Street Architects, Inc., of Costa Mesa, California, for the Adaptive Reuse Project at 114-132 North Euclid Avenue in the amount of $120,000 for a total not-to-exceed contract amount of $926,600.

9. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH SAFE USA, INC. FOR CRACK SEALING SERVICES
The City Council authorized the City Manager, or his designee, to execute Amendment No. 3 to the Maintenance Services Agreement with Safe USA, Inc., of Ontario, California, for Contract No. SM1920-5 for crack sealing services in the amount of $116,100 for a total contract amount not-to-exceed $723,600 over the five-year term.

10. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALTEK TECHNOLOGIES, INC. FOR THE OMUC ENGINEERING

WORKSTATION PROJECT
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to complete and execute Amendment No. 6 to the Professional Services Agreement with CalTek Technologies, Inc., of Ontario, California, for the Ontario Municipal Utilities 13 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 5 of 10 ends

Company (OMUC) Engineering Workstation Project in the amount of $3,788 for a total not-to-exceed contract amount of $175,957; 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.

11. A CONSTRUCTION CONTRACT WITH RESOURCE ENVIRONMENTAL, INC.

FOR THE EMERGENCY DEMOLITION OF THE JAY LITTLETON BALLPARK AT 1076 N. GROVE AVE
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Construction Contract No. D&C24-016 Jay Littleton Emergency Cleanup, Abatement, and Demolition with Resource Environmental, Inc., of Cerritos, California, for the emergency demolition and site clearance activities on City-owned property located at 1076 N. Grove Avenue in the amount of $991,970 plus a 10% contingency of $99,197 for a total not-to-exceed contract amount of $1,091,167; and
B. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts and filing a notice of completion at the conclusion of all construction related activities.

12. AN AMENDMENT TO THE AGREEMENT FOR SOLID WASTE PROCESSING

SERVICES WITH WEST VALLEY MRF, LLC FOR PROCUREMENT OF

RECOVERED ORGANIC WASTE PRODUCT
The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Agreement for Solid Waste Processing Services with West Valley MRF, LLC (West Valley), a limited liability company duly formed and operating under the laws of the State of California and owned in whole or in part by Burrtec Waste Industries, Inc., a California corporation duly formed and operating under the laws of the State of California to provide procurement of Recovered Organic Waste Product in an amount not-to-exceed $1,200,000 over a four-year period.

13. A PROFESSIONAL SERVICES AGREEMENT WITH CAPO PROJECTS GROUP

FOR ON-CALL INTEGRATED PROJECT CONTROLS, ASSESSMENT AND

REPORTING SERVICES
The City Council approved and authorized the City Manager, or designee, to execute a three-year Professional Services Agreement with Capo Projects Group (CPG), of San Clemente, California, for On-Call Integrated Project Controls, Assessment and 14 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 6 of 10 ends

Reporting Services in the amount of $334,848 for Fiscal Year 2024-25 to Fiscal Year 2026-27, with the option to extend the term for up to two successive one-year periods (Fiscal Year 2027-28 to Fiscal Year 2028-29), with up to a one-time 6% increase for a total not-to-exceed amount of $571,474.

14. A QUITCLAIM DEED AND A RESOLUTION APPROVING A SUBDIVISION

IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY, AND FINAL
PARCEL MAP NO. 20465, LOCATED AT THE SOUTHWEST CORNER OF

ONTARIO RANCH ROAD AND HAMNER AVENUE
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute a Quitclaim Deed to The Ranch at Model Colony, LLC, for fee title ownership transfer of a portion of Ontario Ranch Road; and
B. Adopted a Resolution approving a Subdivision Improvement Agreement, Improvement Security, and Final Parcel Map No. 20465, located at the southwest corner of Ontario Ranch Road and Hamner Avenue, in the Rich Haven Specific Plan.

RESOLUTION NO. 2024-168 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING A SUBDIVISION IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY, AND FINAL PARCEL MAP NO. 20465, LOCATED AT THE SOUTHWEST CORNER OF ONTARIO RANCH ROAD AND HAMNER AVENUE.

15. A RESOLUTION APPROVING A FIRST AMENDMENT TO A DISPOSITION AND

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND

EUCLID INVESTMENT GROUP, LLC, WITH RESPECT TO APPROXIMATELY

1.19 ACRES OF LAND LOCATED AT THE SOUTHEAST CORNER OF D STREET AND LEMON AVENUE; (APN'S: 1048-556-01, 1048-556-02, 1048-556-03, 1048- 556-04, 1048-556-05, AND 1048-556-14)
The City Council considered and:

A. Adopted a Resolution approving a First Amendment to a Disposition and Development Agreement between the Euclid Investment Group, LLC.

B. Authorized the City Manager, or his designee, to sign all documents necessary to implement the Disposition and Development Agreement.

RESOLUTION NO. 2024-169 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING THE FIRST AMENDMENT TO A

DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

ONTARIO AND EUCLID INVESTMENT GROUP, LLC FOR THE DEVELOPMENT

OF REAL PROPERTY LOCATED AT THE SOUTHEAST CORNER OF D STREET AND LEMON AVENUE (APN'S: 1048-556-01, 1048-556-02, 1048-556-03, 1048- 15 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 7 of 10 ends

556-04, 1048-556-05, AND 1048-556-14).

16. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

HEXAGON SAFETY & INFRASTRUCTURE FOR THE PURCHASE OF A NEW

POLICE RECORDS MANAGEMENT SYSTEM (RMS)
The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Intergraph Corporation, a Delaware corporation, by and through its Hexagon Safety & Infrastructure division, with its principal place of business in Madison, Alabama, for the purchase of the public safety records management system (RMS) OnCall Records for software and recurring annual maintenance fees, increasing the authorized contract amount by $3,239,580 for a total contract not-to-exceed amount of $8,425,696.

17. A RESOLUTION APPROVING A FIRST AMENDMENT TO A DISPOSITION AND

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND

LAUREL INVESTMENT PROPERTY GROUP FUND, LLC, WITH RESPECT TO APPROXIMATELY 2.13 ACRES OF LAND LOCATED AT 404, 416 AND 414 NORTH EUCLID AVENUE AND 401 AND 418 NORTH LEMON AVENUE (APNS:

PORTION OF 1048-363-02, 1048-363-03, 1048-363-04, AND 1048-363-05) The City Council considered and:

A. Adopted a Resolution approving a First Amendment to a Disposition and Development Agreement between the Laurel Investment Property Group Fund, LLC.

B. Authorized the City Manager, or his designee, to sign all documents necessary to implement the Disposition and Development Agreement.

RESOLUTION NO. 2024-170 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, APPROVING THE FIRST AMENDMENT TO A

DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

ONTARIO AND LAUREL INVESTMENT PROPERTY GROUP FUND, LLC FOR THE DEVELOPMENT OF REAL PROPERTY LOCATED AT 404, 416 AND 414 NORTH EUCLID AVENUE AND 401 AND 418 NORTH LEMON AVENUE (APNS:

PORTION OF 1048-363-02, 1048-363-03, 1048-363-04, AND 1048-363-05)

PUBLIC HEARINGS

18. 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 THE SOUTHEAST

CORNER OF RIVERSIDE DRIVE AND VINEYARD AVENUE FOR THE

REGIONAL SPORTS COMPLEX PROJECT
16 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 8 of 10 ends

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 the southeast corner of Riverside Drive and Vineyard Avenue, more particularly described as Assessor Parcel Number's 0218-101-03, 0218-101- 04, 0218-101-05 and 0218-101-06 ("The Property"), is necessary for the Regional Sports Complex Project.

RESOLUTION NO. 2024-171 RESOLUTION OF NECESSITY OF THE CITY

COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, FOR THE ACQUISITION

BY EMINENT DOMAIN OF A FEE SIMPLE INTEREST IN CERTAIN REAL

PROPERTY LOCATED ON THE SOUTHEAST CORNER OF RIVERSIDE DRIVE

AND VINEYARD AVENUE IN THE ARMSTRONG SPECIFIC PLAN AREA OF

ONTARIO, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS ASSESSOR PARCEL NUMBERS 0218-101-03, 0218-101-04, 0218-101-05 AND 0218-101-06,

FOR THE ONTARIO REGIONAL SPORTS COMPLEX PROJECT, IN ONTARIO,

CALIFORNIA
Notice of public hearing was duly given. Affidavits of compliance are on file. There was one written communication in opposition from Charles S. Krolikowski.

Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item.

Chuck Krolikowski: spoke in opposition.

Hearing no one else, Mayor Leon closed the public hearing and opened the item for Council discussion.

MOTION: Moved by Council Member Wapner, seconded by Council Member Bowman and carried by a unanimous vote 4-0 with Mayor pro Tem Porada absent, to adopt Resolution No. 2024-171

19. AN APPEAL OF THE PLANNING COMMISSION'S DECISION TO UPHOLD THE

ZONING ADMINISTRATOR'S INTERPRETATION AND DETERMINATION DECISION FOR FILE NOS. PDET23-005, PDET23-007, PDET23-008, PDET23- 009, PDET23-010, PDET23-015 AND PDET23-016
Item was continued to October 15, 2024.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION

20. AN ORDINANCE AMENDING SECTION 2-1.203 OF THE ONTARIO MUNICIPAL

CODE RELATING TO SALARY COMPENSATION FOR THE CITY COUNCIL The City Council introduced and waived further reading of Ordinance Amending Section 2-1.203 of the Ontario Municipal Code relating to Salary Compensation for 17 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 9 of 10 ends

the Mayor and the City Council.

ORDINANCE NO. 3287 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING SECTION 2-

1.203 OF THE ONTARIO MUNICIPAL CODE RELATING TO SALARY
COMPENSATION FOR THE CITY COUNCIL.

MOTION: Moved by Council Member Wapner, seconded by Council Member Bowman and carried by a unanimous vote 4-0 with Mayor pro Tem Porada absent, to introduce Ordinance No. 3287 for its first reading.

21. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN

AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE ONTARIO PUBLIC

FINANCING AUTHORITY AND THE CITY OF ONTARIO
The City Council and the Ontario Public Financing Authority took the following actions:

A. The City Council considered and adopted a Resolution authorizing the execution and delivery of Amendment No. 1 to the Lease Agreement; and B. The Ontario Public Financing Authority considered and adopted a Resolution authorizing the execution and delivery of Amendment No. 1 to the Lease Agreement.

RESOLUTION NO. 2024-172 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENT NO. 1 TO LEASE AGREEMENT.

RESOLUTION NO. OPFA-10 A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE ONTARIO PUBLIC FINANCING AUTHORITY OF THE CITY OF

ONTARIO, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENT NO. 1 TO LEASE AGREEMENT.

MOTION: Moved by Council Member Wapner, seconded by Council Member Bowman and carried by a unanimous vote 4-0 with Mayor pro Tem Porada absent, to adopt Resolution Nos. 2024-172 and OPFA-10.

STAFF MATTERS
City Manager Ochoa made no announcements.

COUNCIL MATTERS
Council Member Valencia had no comments.

Council Member Bowman had no comments.
18 Ontario City Council/Ontario Housing Authority
Ontario Public Financing Authority
Regular Meeting Minutes – October 1, 2024

Page 10 of 10 ends

Council Member Wapner brought awareness to Breast Cancer Awareness month.

Mayor Leon thanked everyone who participated in the Route 66 Cruisin Reunion.

ADJOURNMENT
Mayor Leon adjourned the meetings of the Joint Agencies at 7:10 p.m. in memory of Madalena Riboli and announced the next regular meeting was scheduled for October 15, 2024.

Respectfully submitted,
____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY
APPROVED:
_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
19 Department: Engineering
Prepared By: Angela Truong
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Raymond Lee, Khoi Do
Approved By:

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

A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT AND
IMPROVEMENT SECURITY FOR DEVELOPMENT PLAN NO. PDEV23-013

GENERALLY LOCATED AT THE SOUTHWEST CORNER OF MILL CREEK AVENUE

AND CHINO AVENUE WITHIN THE RICH-HAVEN SPECIFIC PLAN

CITY OF ONTARIO
Agenda Report
November
5, 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. All public infrastructure improvements required for this project will be constructed by the Developer at its sole cost.

BACKGROUND & ANALYSIS:

Brookﬁeld Socal Land Constructors LLC. , Developer, has submitted an Improvement Agreement and Improvement Security for a Development Plan (File No. PDEV23- 013) to construct a 547,800-square foot industrial building on 25 acres of land, as shown on Exhibit A. The Development Plan was approved by the Development Advisory Board on November 20, 2023.

The Development Plan improvements will include streets, sidewalk, parkway landscaping, sewer, water, recycled water, traﬃc signal, signing and striping, streetlight, and ﬁber optic. All landscape improvements will be consistent with current City's Landscape Design Guidelines and the Model Water Efficient Landscape Ordinance (MWELO).

20 The Developer has entered into an Improvement Agreement with the City for this project and has posted adequate security to ensure construction of the required improvements. This project meets all conditions of the Ontario Municipal Code and has been reviewed and approved by the City Engineer.
21 22
RESOLUTION NO. ______

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

CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT AND
IMPROVEMENT SECURITY FOR DEVELOPMENT PLAN NO. PDEV23-
013 GENERALLY LOCATED AT THE SOUTHWEST CORNER OF MILL

CREEK AVENUE AND CHINO AVENUE WITHIN THE RICH-HAVEN
SPECIFIC PLAN.

WHEREAS, Development Plan No. PDEV23-013 submitted for approval by Brookfield Socal Land Constructors LLC, was approved by the Development Advisory Board of the City of Ontario on November 20, 2023; and
WHEREAS, Development Plan No. PDEV23-013, a 547,800-square foot industrial building on 25 acres of land being Parcel ‘B’ as described in Lot Line Adjustment No.

LLA22-004 recorded November 17, 2022 in the Office of County Recorder of San Bernardino County; and
WHEREAS, to meet the requirements established as prerequisite to final approval of Development Plan No. PDEV23-013, Brookfield Socal Land Constructors LLC., has offered the Improvement Agreement together with good and sufficient improvement security, in conformance with the City Attorney’s approved format, for approval and execution by the City; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ontario, California, as follows:

1. That said Improvement Agreement be, and the same is, approved and the City Manager is authorized to execute same on behalf of said City, and the City Clerk is authorized to attest thereto; and

2. That said Improvement Security is accepted as good and sufficient, subject to approval as to form and content thereof by the City Attorney.

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

PASSED, APPROVED, AND ADOPTED this 5th day of November, 2024. _____________________________________
PAUL S. LEON, MAYOR
23 ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
24 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2024- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held November 5, 2024 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2024- duly passed and adopted by the Ontario City Council at their regular meeting held November 5, 2024. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
25 Department: Engineering
Prepared By: Angela Truong
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Raymond Lee, Khoi Do
Approved By:

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

A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20529 GENERALLY LOCATED SOUTH OF

CHINO AVENUE BETWEEN HAVEN AVENUE AND MILL CREEK AVENUE WITHIN

THE RICH-HAVEN SPECIFIC PLAN

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council adopt a Resolution approving an Improvement Agreement, Improvement Security and Final Tract Map No. 20529, generally located south of Chino Avenue between Haven Avenue and Mill Creek Avenue within the Rich-Haven Specific Plan.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

There is not a direct ﬁscal impact associated with this action. All public infrastructure improvements required for this project will be constructed by the Developer at its sole cost.

BACKGROUND & ANALYSIS:

Tri Pointe Homes Holdings, Inc. (Developer) has submitted Final Tract Map No. 20529, consisting of 3 numbered lots and 15 lettered lots on 9 acres of land, as shown on Exhibit A. Tentative Tract Map No. 20529 was approved by the Planning Commission on October 25, 2022.

The Final Tract Map improvements will include streets, sewer main and lateral, water main and lateral, recycled water main and lateral, ﬁber optic conduits, and parkway landscaping with irrigation. All landscape improvements will be consistent with the City's Landscape Development Guidelines and the Model Water Efficiency Landscape Ordinance.

26 The Developer has entered into an Improvement Agreement with the City for Final Tract Map No. 20529 and posted adequate security to ensure construction of the required improvements. This map meets all conditions of the Subdivision Map Act and the Ontario Municipal Code and has been reviewed and approved by the City Engineer.
27 INTERSTATE
engineering consultants
28 RESOLUTION NO. ______

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

CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT,
IMPROVEMENT SECURITY AND FINAL TRACT MAP NO. 20529

GENERALLY LOCATED SOUTH OF CHINO AVENUE BETWEEN HAVEN

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

WHEREAS, Tentative Tract Map No. 20529, submitted by Tri Pointe Homes Holdings, Inc., was approved by the Planning Commission of the City of Ontario on October 25, 2022; and
WHEREAS, Tentative Tract Map No. 20529 consists of 3 numbered lots and 15 lettered lots, in the City of Ontario, County of San Bernardino, State of California, being a subdivision of all of Parcel H of Lot Line Adjustment No. LLA 23-007, recorded May 17, 2023 as Document No. 2023-0119994, deed recorded November 11, 2023 as Document No. 2023-0124572, both of Official Records, in the Office of the County Recorder of Said County, located in Section 12, Township 2 South, Range 7 West, S.B.M.; and WHEREAS, to meet the requirements established as prerequisite to final approval of Tract Map No. 20529, Tri Pointe Homes Holdings, Inc. has offered the Improvement Agreement together with good and sufficient improvement security, in conformance with the City Attorney’s approved format, for approval and execution by the City; and WHEREAS, the requirement for the preparation of Covenants, Conditions and Restriction (CC&R’s), approved by the City Attorney’s Office, to ensure the right to mutual ingress and egress and continued maintenance of common facilities by the commonly affected property owners has been deferred to a date that coincides with the recordation of the subject Tract Map; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ontario, California, as follows:

1. That said Improvement Agreement be, and the same is, approved and the City Manager is authorized to execute same on behalf of said City, and the City Clerk is authorized to attest thereto; and

2. That said Improvement Security is accepted as good and sufficient, subject to approval as to form and content thereof by the City Attorney.

3. That Final Tract Map No. 20529 be approved and that the City Clerk be authorized to execute the statement thereon on behalf of said City.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
29 PASSED, APPROVED, AND ADOPTED this 5th day of November, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
30 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
31 Department: Budget
Prepared By: Evan Erickson
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Approved By:

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

AWARD PROFESSIONAL SERVICES AGREEMENT FOR COST ALLOCATION PLAN,

CERTIFIED OMB PLAN, AND INTERNAL SERVICE FUNDS RATE PLANS FOR

VARIOUS CITY FUNDS

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council award a Professional Services Agreement for Cost Allocation Plan, Certiﬁed OMB Plan, and Internal Service Funds rate plans to Cherry Bekaert, LLC, for a three-year term for an amount not-to-exceed $180,000 with the option to extend the Agreement for two (2) additional one-year terms for $60,000 per ﬁscal year; and authorize the City Manager, or his designee, to execute the Agreement.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The recommended Agreement with Cherry Bekaert, LLC, is for an amount not-to- exceed $180,000 for the ﬁrst three-year term ($60,000 average per year), with the option to extend the Agreement for two (2) additional one-year terms for $60,000 per ﬁscal year. The total compensation shall not exceed $300,000. The Fiscal Year 2024-25 Adopted Budget includes appropriations in the General Fund for the Cost Allocation Plan, Certiﬁed OMB Plan, and Internal Service Funds Rate Plans for various City funds.

BACKGROUND & ANALYSIS:

The purpose of a Cost Allocation Plan is to recover overhead costs from Enterprise Funds, Special Revenue Funds and Internal Service Funds. The City may also recover indirect costs on Federal and State grants and awards under the Federal Oﬃce of Management and Budget (OMB) Circular A-87 guidelines, which are now codiﬁed in the Code of Federal Regulations (CFR) at 2 CFR Part 200. A formal Cost Allocation Plan certiﬁed by third party supports a fair and defensible cost recovery program for the General Fund.

In addition to a Cost Allocation Plan, the City allocates Internal Service Fund (ISF) costs, via chargeback rates, to various funds which include Enterprise Funds, Special Revenue Funds, the General Fund, and other Internal Service Funds. The cost allocation consultant will develop ISF cost of service plans for General Liability, Facilities Maintenance, Equipment Services, and Information Technology Funds.

32 In July 2024, City Staﬀ issued a Request For Proposals (RFP) for Cost Allocation, OMB and Internal Service Funds Rate Plans. Staff received proposals from the following vendors:

Vendor (Alphabetical Order)
Location
Cherry Bekaert, LLC
Los Angeles, CA
Matrix Consulting Group
San Mateo, CA
Wildan Financial Services
Temecula, CA

Each proposal was screened by a selection committee comprised of staﬀ from the Financial Services Agency who evaluated the proposals based on criteria listed in the RFP, including qualiﬁcations and experience with similar projects, capacity and technical capabilities, proposed work plan, cost, and references. Of the three proposals received, the committee selected Cherry Bekaert, LLC as the preferable choice to develop City's Cost Allocation, OMB and Internal Service Fund Rate Plans.
33 46700.00100\40935195.1

BB&K (2024) -1- PROFESSIONAL SERVICES AGREEMENT

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

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND

CHERRY BEKAERT, LLC

1. PARTIES
AND DATE.

This Agreement is made and entered as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and Cherry Bekaert Advisory, a Limited L iability Company, with its principal place of business at 3800 Glenwood Ave Ste 200, Raleigh, NC 27612, services for this contract are operating out of 777 S Figueroa Street, Suite 825, Los Angeles, CA 90017 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

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

Consultant represents that it is experienced in providing Cost Allocation Plan, Certified OMB Plan, & Internal Service Fund Rate Plans services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Cost Allocation Plan, Certified OMB Plan, & Internal Service Fund Rate Plans project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work 34 46700.00100\40935195.1

BB&K (2024) -2- PROFESSIONAL SERVICES AGREEMENT

necessary to fully and adequately supply the professional consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from November 5, 2024 to June 30, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than 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 compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred and Eighty Thousand Dollars and Zero cents ($180,000) without written approval of the City Council or City Manager, as applicable. If the contract is extended by the City for two (2) additional one-year terms the compensation shall not exceed Sixty Thousand Dollars and Zero cents ($60,000) per fiscal year. The total compensation shall not exceed Three Hundred Thousand dollars and Zero cents ($300,000). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

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

3.2.3 R
eimbursement 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 E xtra Work . At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

3.2.5 Automated Clearing House (“ACH”) payments. It is the City’s policy to pay its consultant invoices via electronic fund transfers through the ACH network. All payments due and owing pursuant to a properly issued and correct invoice or under this Agreement shall be 35 46700.00100\40935195.1

BB&K (2024) -3- PROFESSIONAL SERVICES AGREEMENT

made through electronic ACH transfers, unless otherwise agreed upon by both Parties in writing.

Consultant shall provide the City with ACH payment details whereby the City shall initiate the ACH transfers to Consultant in the amount required pursuant to a properly issued and correct invoice or under this Agreement. Each Party shall undertake any and all required actions and execute any required documents, instruments, or agreements required to effectuate the requirements of this Section. In the event the City erroneously deposits funds into an account, or otherwise deposits funds to which Consultant is not entitled: (1) Consultant shall immediately notify the City and the financial institution; (2) Consultant shall not withdraw any of the funds which were erroneously deposited or to which Consultant is not entitled; and (3) Consultant authorizes both the City and financial institution to take all actions necessary to correct the error and return to the City all funds erroneously deposited or to which Consultant is not entitled.

3.3 Responsibilities of Consultant.

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

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

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

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

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

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

Nicolie Lettini, Managing Director, Kimberly Konczak, Manager 36 46700.00100\40935195.1

BB&K (2024) -4- PROFESSIONAL SERVICES AGREEMENT

3.3.5 City's Representative. The City hereby designates Armen Harkalyan, Executive Director of Finance or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

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

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

3.3.9 P
eriod of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such 37 46700.00100\40935195.1

BB&K (2024) -5- PROFESSIONAL SERVICES AGREEMENT

Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

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

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

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

3.3.10 Laws and Regulations; Employee/Labor Certification.

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

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

3.3.10.3 E
qual Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business 38 46700.00100\40935195.1

BB&K (2024) -6- PROFESSIONAL SERVICES AGREEMENT

Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

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

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

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

3.3.11 I
nsurance .

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

3.3.11.2 Ty pes of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, suppl ement or endorse the policies to do so.
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BB&K (2024) -7- PROFESSIONAL SERVICES AGREEMENT

(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $ 2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, polluti on, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

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

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability : (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a 40 46700.00100\40935195.1

BB&K (2024) -8- PROFESSIONAL SERVICES AGREEMENT

thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:

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

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

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

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

3.3.11.7 E
vidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such 41 46700.00100\40935195.1

BB&K (2024) -9- PROFESSIONAL SERVICES AGREEMENT

cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

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

3.3.11.9 E
nforcement of Agreement Provisions (non estoppel) .

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

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

3.3.11.11 A dditional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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BB&K (2024) -10- PROFESSIONAL SERVICES AGREEMENT

(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

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

3.4 Labor Code Requirements.

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

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

3.4.3 C
ompliance 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 43 46700.00100\40935195.1

BB&K (2024) -11- PROFESSIONAL SERVICES AGREEMENT

records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

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

3.5 Termination of Agreement.

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

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

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

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining 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 City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or 44 46700.00100\40935195.1

BB&K (2024) -12- PROFESSIONAL SERVICES AGREEMENT

volunteers.

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

3.7 General Provisions.

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

3.7.2 I ndependent Contractors and Subcontracting.

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

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

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

Consultant: Cherry Bekaert Advisory LLC
3800 Glenwood Ave Ste 200
Raleigh, NC 27612
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BB&K (2024) -13- PROFESSIONAL SERVICES AGREEMENT

ATTN: Nicolie Lettini, Managing Director
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Armen Harkalyan, Executive Director of Finance
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

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

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

3.7.4.3 Rig
ht to Use . City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, 46 46700.00100\40935195.1

BB&K (2024) -14- PROFESSIONAL SERVICES AGREEMENT

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

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, 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 C
onfidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed 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 C
onfidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

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

3.7.5 C
ooperation; 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 E
ntire Agreement . This Agreement contains the entire agreement of the 47 46700.00100\40935195.1

BB&K (2024) -15- PROFESSIONAL SERVICES AGREEMENT

Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

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

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

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

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

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

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

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

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

3.7.14 A
mendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 48 46700.00100\40935195.1

BB&K (2024) -16- PROFESSIONAL SERVICES AGREEMENT

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

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

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

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

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

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

SIGNATURES ON NEXT PAGE

49 46700.00100\40935195.1

BB&K (2024) -17- PROFESSIONAL SERVICES AGREEMENT

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
Cherry Bekaert Advisory LLC

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

CITY OF ONTARIO Cherry Bekaert Advisory LLC

By:

Its:

Printed Name:

By:

Its:

Printed Name:

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

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

50 46700.00100\40935195.1
BB&K (2024) Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "A"

SCOPE OF SERVICES
A. Work with the applicable Department in developing service provisions, cost categories, and allocation criteria for current and future programs.

B. D
evelop an electronic cost allocation model for calculating the full costs of providing each City service.

C. The
cost allocation model developed shall be provided to the City electronically i n M
icrosoft Excel, tabulated for compatibility with Excel Pivot Tables, and formatted to provide the ability to add or delete, and/or update information as needed. If the vendor uses its own software, system and/or web portal, then the City also shall have access to mentioned systems and have the ability to add or delete, and/or update information as needed.

D. D
evelop an Overhead Cost Allocation Plan Model for calculating the full costs of providing each City service and an OMB plan (applicable plan for use with Federal Grants and Programs). These Cost Allocation Plans must comply with all aspects of Federal Of fic e
of
Management and Budget’s Circular 2 CFR Part 225 (formerly known as OMB A -87, which is titled Part 225 Cost Principles for State, Local and Indian Tribal Governments ), P
roposition 218 and the California State Controller’s Hand book of Cost Plan Procedures for Counties.

E. The C
ost Allocation Plan, the Certified OMB Plan and ISF Rate Plans may incl ude r
ecovering costs for the following City Funds / Operations:

1. Cost Allocation & Certified OMB Plans:
a. General Fund
b. Citywide Fully-Burdened Hourly Staff Labor Rates

2. ISF Rate Plans:
a. Information Technology
b. Equipment Services
c. Facilities Maintenance
d. Liability
F. D
evelop a model and methodology for gathering data and periodically updating the model as new costs are added or old costs are eliminated or modified. The model should use a spreadsheet or database format that automatically recalculates as cost items are inputted.

G. The m
odel shall provide for “what if”/sensitivity analysis that would easily determine how cost allocations are charged to a department and how a department would be impacted as costs, allocation methods, and services are modified, added, or removed from the plan.

H. The r
equirements of the model shall allow for the addition or removal of direct and overhead costs so that the cost allocation plans can be developed from a simple plan to a progressively more inclusive plan.

I. S
hall have the ability to continuously update the model from year to year as the organization changes.
51 46700.00100\40935195.1
BB&K (2024) Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT

J. E
valuate the City’s administrative costs associated with the Capital Improvement Projects and establish a rate structure for recovery of costs from these projects.

K. The
cost allocation model developed shall include a summary report or a file highlighting changes and significant variances by version and fiscal years as revisions are made until the Cost Plan is finalized.

L. R
eports should be provided in summary format that compares allocations from version to version, and year to year. End users should be able to drill down into the details via the use of Microsoft Excel Pivot Tables or other suitable methods.

M. S
ummary reports or schedules shall be available to verify the inputs, amounts, and costs that are to be spread among the departments. The reports should be prepared in a manner so that is not an administrative burden to the City to verify the plan. The final Cost Plan shall include a Summary Report or a Walk-Through Report to demonstrate how costs flow from the cost to be allocated schedules to the cost exhibit. This report is in additi on t
o the full -cost allocation plan and can be used as a reference by all staff reading the report.

N. A
ll reports shall be prepared in a manner that is easy to read and understand by City staff.

O. P
repare overhead cost allocation plan and participate in the presentation to the City Manager, City staff and/or City Council. Collect and document comments and concerns from City staff and Council members
52 46700.00100\40935195.1
BB&K (2024) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "B"

SCHEDULE OF SERVICES
53 46700.00100\40935195.1
BB&K (2024) Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT

54 46700.00100\40935195.1
BB&K (2024) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "C"

COMPENSATION
O
ur fees are generally based on the time required to complete the work at our established billing rates, plus clerical and computer charges and out -of-pocket expenses. Our fees are also based on other factors such as the complexity of the work, the skill required, time limits, the experience and abilities of our personnel, and the value of the services rendered. • P
lease Note: “Cherry Bekaert” is the brand name under which Cherry Bekaert LLP and Cherry Bekaert Advisory LLC, independently owned entities, provide professional services in an alternative practice structure in accordance with applicable professional standards.

Cherry Bekaert Advisory LLC is not a licensed CPA firm. Cherry Bekaert LLP is a licensed C
PA firm that provides attest services, and Cherry Bekaert Advisory LLC and its subsidiary entities provide business advisory and non -attest services. For more details, visit cbh.com/disclosure.
• A change in fees will apply should the scope of work change significantly. Should this occur, or there is a change in scope because of a change in your operations, we would meet with you to obtain your agreement on any increase in the fee ranges before proceeding.
• These fees represent our good faith estimate based upon our experience and current understanding of your company and scopes of work. If we have misunderstood the scope requirements or company structure in any way, we are happy to reassess fees and present an updated cost proposal.

S
tart Up Costs
The proposed fees do not include the additional time we expect to establish our understanding of the City, get introduced with your personnel and become familiar with the structure and allocation criteria. This effort typically amounts to 15 – 25% more hours in the first service year. We will absorb this additional time as an investment in the long-term relationship with the City.

O
ut-of-Scope Services
We encourage open lines of communication throughout the year and generally do not bill for routine telephone consultations. However, should a matter require major research or services not included above, we will bill for these services at established hourly rates as rendered. Before beginning any additional work, we will discuss anticipated fees with your management to obtain understanding and approval, as well as any anticipated discount based on the timing and complexity of the service.

H
ourly Rates
55 Department: Engineering
Prepared By: Raymond Lee
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do
Approved By:

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

A RESOLUTION APPROVING AN IMPROVEMENT AGREEMENT, IMPROVEMENT SECURITY AND FINAL PARCEL MAP NO. 20517 GENERALLY LOCATED AT THE

NORTHEAST CORNER OF MERRILL AND SULTANA AVENUES

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy 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. All public infrastructure improvements required for this project will be constructed by the Developer at its sole cost.

BACKGROUND & ANALYSIS:

Euclid Land Venture 2, LLC., Developer, has submitted a Final Parcel Map No. 20517, consisting of 6 parcels on approximately 80 acres of land, as shown on Exhibit A.

Tentative
Parcel Map No. 20517 was approved by the Planning Commission on May 23, 2023.

Improvements will include streets, water main and laterals, recycled water main and laterals, storm drain main and laterals, ﬁber optic conduits, and parkway landscaping with irrigation. All landscape improvements will be consistent with current City's Landscape Design Guidelines and the Model Water Efficient Landscape Ordinance (MWELO).

The Developer has entered into an Improvement Agreement with the City for Final Parcel No. 20517 and posted adequate security to ensure construction of the required improvements. This map meets all conditions of the Subdivision Map Act and the Ontario Municipal Code and has been reviewed and approved by the City Engineer.
56 57
RESOLUTION NO. ______

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

CALIFORNIA, APPROVING AN IMPROVEMENT AGREEMENT,
IMPROVEMENT SECURITY AND FINAL PARCEL MAP NO. 20517

GENERALLY LOCATED AT THE NORTHEAST CORNER OF MERRILL
AND SULTANA AVENUES.

WHEREAS, Tentative Parcel Map No. 20517, submitted by Euclid Land Venture 2, LLC., was approved by the Planning Commission of the City of Ontario on May 23, 2023; and
WHEREAS, Tentative Parcel Map No. 20517 consists of 6 parcels, in the City of Ontario, County of San Bernardino, State of California, a subdivision of Lots 7, 8, 9, 10, 23, 24, 25 and 26 in Section 20, Township 2 South, Range 7 West, San Bernardino Base and Meridian, according to Map of subdivision of part of the Rancho Santa Ana Del Chino, recorded in Book 6 of Maps, Page 15, records of said County; and WHEREAS, to meet the requirements established as prerequisite to final approval of Parcel Map No. 20517, Euclid Land Venture 2, LLC. has offered the Improvement Agreement together with good and sufficient improvement security, in conformance with the City Attorney’s approved format, for approval and execution by the City; and WHEREAS, the requirement for the preparation of Covenants, Conditions and Restriction (CC&R’s), approved by the City Attorney’s Office, to ensure the right to mutual ingress and egress and continued maintenance of common facilities by the commonly affected property owners has been deferred to a date that coincides with the recordation of the subject Parcel Map; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ontario, California, as follows:

1. That said Improvement Agreement be, and the same is, approved and the City Manager is authorized to execute same on behalf of said City, and the City Clerk is authorized to attest thereto; and

2. That said Improvement Security is accepted as good and sufficient, subject to approval as to form and content thereof by the City Attorney.

3. That Final Parcel Map No. 20517 be approved and that the City Clerk be authorized to execute the statement thereon on behalf of said City.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.
58 PASSED, APPROVED, AND ADOPTED this 5th day of October, 2024. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
59 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

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

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

FISCAL YEAR 2024-25 FIRST QUARTER BUDGET UPDATE REPORT

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve the budget adjustments and recommendations as presented in the Fiscal Year 2024-25 First Quarter Budget Update Report (Exhibit A).

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The recommended actions will aﬀect several fund budgets as outlined in the Fiscal Year 2024-25 First Quarter Budget Update Report.

BACKGROUND & ANALYSIS:

The First Quarter Budget Update Report for Fiscal Year 2024-25 reﬂects the Financial Services Agency's continued eﬀorts to provide timely, accurate, and understandable ﬁnancial information to assist the City Council with decision making and achievement of core goals. All Funds have been reviewed in preparing this report. The emphasis of this report is on the General Fund, which funds the majority of government services including public safety, recreation, library, museum, parks, building and planning.

The primary purposes of this report are to:

Discuss Fiscal Year 2023-24 Year-End Results and Fiscal Year 2024-25 First Quarter Budget Update and provide a reconciliation of budgeted-to-actual financial data; Address annual carryforward obligations across all funds; Recognize budgetary carryforward amounts for the prior ﬁscal year's approved Capital Improvement Projects and Grant appropriations, which are ongoing; Revise the City's budget to reﬂect the City Council's actions taken since the beginning of the current fiscal year;
Recommend personnel and organizational changes to enhance program operations and efficiencies;
Recommend budget adjustments that are consistent with the City Council goals and objectives; and
Comment on signiﬁcant budget and economic trends which may impact this ﬁscal year's budget development.

61 Fiscal Year 2023-24 General Fund Year-End Results (unaudited) The General Fund activity for FY 2023-24 resulted in a net positive year-end balance of approximately $12.6 million. This is primarily due to increased miscellaneous revenues from the City's share of the revenues generated from the Toyota Arena, higher charges for services revenues (development related revenue) than projected as Ontario Ranch and commercial/industrial development in the City continues to move forward at a steady pace, and gains in business license revenues due to audit eﬀorts. The City was also able to realize approximately $8.8 million of American Rescue Plan Act (ARPA) funding for the negative economic impacts the City incurred during the COVID-19 pandemic period. The sales tax revenues were higher than estimated by approximately $1.4 million for the Bradley-Burns (local tax); however, the Measure Q (transactions use tax) was lower by $4.2 million than projected. As a result, the total sales tax revenues compared to the estimate was short by $2.8 million but was a gain of $43.8 million compared to the previous ﬁscal year due to the City receiving a full year of Measure Q sales tax revenues.

Additionally, the actual expenditures as of June 30, 2024, were underspent and reﬂected 97.7% of the total General Fund budget. An attributable factor to this variance included savings in operating expenditures, contractual services, and capital expenditures.

Fiscal Year 2024-25 First Quarter Budget Update Recommendations First Quarter Budget Update recommendations are routine in nature and comprised predominately by City Council actions taken since the beginning of the ﬁscal year, obligations carryforward items to rollover purchase orders that have not yet been expended, and Capital Improvement Program (CIP) and Grant carryforward appropriations on projects and grants that have not been completed or fully expended. In addition, First Quarter includes proposed new expenditure budget requests, as well as revised revenue estimates for FY 2024-25. For the General Fund, the net result of these actions will bring the General Fund estimated available and unencumbered ending fund balance to $78.0 million or 20.2% of total appropriations. This amount achieves the goal set by City Council as a reserve for speciﬁc and deﬁned emergency events (such as an earthquake or pandemic) and to address immediate needs in resources without impacting City services. This goal was temporarily decreased to 15% during the COVID pandemic but has since been brought back up to the previous set goal of 20%, eﬀective July 1, 2023, with the goal of increasing the reserves up to 25% in future fiscal years.

General Fund Highlights
$2.4 million revenue for the sale of the City's police helicopter $1.9 million appropriations for the roof repair of the Toyota Arena (oﬀset by increase in the City's share of revenues from the arena)
$1.7 million appropriations for the carryforward obligations from FY 2023-24 $1.1 million revenue for the sale of City owned property (322 North Lemon Street) $1.1 million appropriations for the FY 2023-24 Gainshare Program $1.0 million appropriations for the City's share of the West End Animal Services Agency start-up costs
$1.0 million funding transfer to the water operating fund for replenishment of the loss on the sale of City owned property (400 North Euclid Avenue)

62 Other Funds (non-General Fund) Highlights
$336.3 million appropriations for the carryforward obligations from FY 2023-24 $3.6 million additional appropriations for street sweeping services $3.0 million appropriations to include the remaining unspent loan funding for the Broadband Fiber Network Expansion project
$3.2 million revenue for the sale of City owned property, including the $1.0 million funding transfer from the General Fund (400 North Euclid Avenue)
$1.6 million appropriations for the inﬁll mixed use project at 125 West Emporia Avenue/The Vault Project
$1.5 million additional appropriations for the Potable Well Number 53 project $1.1 million appropriations for the demolition and fencing at Jay Littleton Ballpark $1.0 million appropriations and revenues for the OmniTrans Measure I Grant

Interim budget updates also present recommendations for personnel and organizational changes necessary to enhance program operations and eﬃciencies. Current recommendations for this First Quarter Budget report include reclassiﬁcation changes, adds/deletes, title changes, and other modiﬁcations to the authorized full-time positions which result in a net zero impact to the Citywide position total of 1,517. In addition, a recommended organizational changes of moving the Engineering Department (a total of 41 positions) from the Community Development Agency to the Public Works Agency to facilitate collaboration and eﬃciencies with the management of City development and Capital Improvement Program (CIP) projects. More detail is presented in the attached Exhibit A under Recommended Personnel Changes section, pages 18 through 24, of the FY 2024-25 First Quarter Budget Update Report.

Gainshare Program
The Gainshare Program was developed by the City in 2020 to recognize employees' collective progress towards City goals and objectives. The program is intended to reward high-performance and cost-efficient operations in accomplishing Agency Strategic Objectives (ASOs) and achievements as measured by Key Performance Indicators (KPIs). ASOs are outcome-driven objectives that the City uses to communicate and commit to our Agencies' missions, visions, and values. KPIs are intended to be output-driven and are measurable values that demonstrate how eﬀectively the City is achieving key objectives. Together, ASOs and KPIs are used as guides to keep score of our successes and challenges.

Through dedication, hard work and overall contributions, Ontario employees achieved program requirements for FY 2023-24 and have unlocked a Gainshare incentive of 0.96% of base compensation for all employees. Included in the First Quarter Budget Update Report is appropriations of $1,431,959 for this Gainshare, with the General Fund's share at $1,124,941 and the Other Funds' share at $307,018.

Economic Outlook
The following economic indicators are the most recent measures of economic activity.

Gross Domestic Product (GDP):

The broadest measure of economic output, increased at an annual rate of 3.0% in the second quarter of 2024, according to the most recent released estimate 63 as a result of increased consumer spending. This was a gain compared to the ﬁrst quarter of 2024, in which the real GDP increased by only 1.6%. The increase in the second quarter primarily reﬂected increases in consumer spending, inventory investment, and business investment.

However, imports, which are a subtraction in the calculation of GDP, increased. (Source: Bureau of Economic Analysis)

Unemployment Rate:

The national unemployment rate slightly declined to 4.1% in September 2024 compared to the 4.2% reported for August 2024. Comparing the current national rate to the previous year rate of 3.8%, it is an increase of 0.3%. California's unemployment rate remains unchanged in September 2024 with a slight increase compared to the prior year's rate of 5.3%.

Locally, the Inland Empire's unemployment rate decreased to 5.5% compared to 6.0% in August 2024; however, it is above the year-ago estimate of 5.1%. The Inland Empire's labor market has recovered from the COVID-19 pandemic and is still strong. Since April 2020, the region has added over 316,000 jobs, which is more than the 228,700 jobs lost during the national lockdown. (Source:

US Bureau of Labor Statistics)

Consumer Price Index (CPI):

This rate is utilized to track changes in the prices of goods and services, and is a useful tool for tracking inﬂation or the cost of living. For September 2024, the Riverside-San Bernardino-Ontario metropolitan area's CPI rate increased slightly by 1.4% over the last 12-month period. However, this increase is minimal compared to the last two years CPI increase with a high of 8.4% experienced in 2022 and 4.9% in 2023. This small increase in CPI indicates a colling of the economy due to the various tools the federal government has implemented to hamper the exponential economic growth occurring as a result of the COVID-19 pandemic. (Source: US Bureau of Labor Statistics)

Housing Market:

A continued shortage of homes for sale and high costs of borrowing continues to have a negative impact on the housing inventory and demand. With the recent declining of mortgage rates and the expectation that the rates will continue to decrease in 2025, it is anticipated that home sales will bounce back as buyers and sellers return to a more favorable housing market.

Statewide sales for existing single-family homes in June 2024 were 2.7% lower than they were for the same time period in the previous year. Overall, home sales in the Inland Empire for June 2024 decreased 7.3% compared to the previous month, and a 13.2% decline compared to the same time period in the previous year. (Source: HdL Coren and Cone)

Conclusion
As the City recovers from the last four years of economic disruption from the COVID pandemic, other challenges still exist with the continued war in Ukraine; rising consumer good prices; the high interest rates even with the recent rate cut of 1/2 percent by the Federal Reserve; the possibility of a recession due to accelerated inﬂation levels not seen since the early 1980's; and the recent conﬂict in the middle east. Even with the anticipated additional resources, the City will need to continue to practice ﬁscal discipline and establish proactive measures to safely navigate the current and upcoming ﬁscal challenges, as well as deliver an unparalleled level of service and commitment to our community.

The Adopted Operating Budget for Fiscal Year 2024-25, as modiﬁed through this First Quarter 64 Budget Update, reﬂects the City Council's continued commitment to support high quality public safety and municipal services, provides for the maintenance and expansion needs of the City's infrastructure and facilities, proﬁles an aggressive economic development strategy, and assures the investment and reinvestment of the City's resources into the community - all in the name of aﬀording Ontario residents and businesses an exceptional quality of life. With the City Council's leadership and their prudent ﬁscal policies, the City's long-term ﬁnancial health will further solidify its standing as the economic leader in the Inland Empire, and a formidable player in California and the nation.
65 Fiscal Year 2024-25
First Quarter Budget Update
November 5, 2024

EXHIBIT A
66 Page
FY 2023-24 General Fund Year-End Results 3
General Fund Revenues by Category 4
General Fund Expenditures by Category 5
General Fund Expenditures by Agency 6
General Fund Year-End Reconciliation 7
General Fund Year-End Reserve Balances 8
FY 2024-25 First Quarter Budget Update 9
General Fund Revenues by Category 10
General Fund Expenditures by Category 11
General Fund Expenditures by Agency 12
General Fund Budget Summary 13
Update on General Fund Reserve Balances 14
Citywide Expenditures by Category 15
Citywide Expenditures by Fund Type 16
General Fund Five-Year Financial Forecast 17
Authorized Full-Time Positions 18
Recommended Personnel Changes 19
Budget Adjustment Highlights 25
Detail of Recommended Budget Adjustments 29
Table of Contents

City of Ontario
Fiscal Year 2024-25
First Quarter Budget Update Report

EXHIBIT A
67 FY 2023-24
General Fund Year-End Results
(unaudited)

EXHIBIT A
3 68
FY 2022-23 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24
Actuals Adopted Budget Current Budget1 Actuals2 Budget Variance % Received Sales Tax 126,820,107$ 131,065,000$ 122,142,000$ 123,541,852$ 1,399,852$ 101.1% Sales Tax - Measure Q 13,680,957 95,792,000 65,000,000 60,766,143 (4,233,857) 93.5% Property Tax 89,800,425 89,198,000 99,921,314 98,742,225 (1,179,089) 98.8% Transient Occupancy Tax 16,964,564 16,500,000 16,500,000 16,625,996 125,996 100.8% Business License Tax 9,729,862 8,914,000 9,264,000 10,902,422 1,638,422 117.7% Parking Tax 3,925,403 3,500,000 4,300,000 4,289,371 (10,629) 99.8% Other Taxes 6,167,862 5,267,000 5,900,000 6,273,890 373,890 106.3% License & Permits 12,608,106 8,477,000 8,477,000 7,879,656 (597,344) 93.0% Intergovernmental 10,164,809 13,366,516 13,571,528 14,051,025 479,497 103.5% Intergovernmental - ARPA3 6,228,568 9,932,965 9,932,965 8,774,045 (1,158,920) 88.3% Charges for Services 31,006,358 28,875,200 30,644,200 33,173,015 2,528,815 108.3% Charges for Services - OIAA4 20,902,300 21,529,369 22,723,451 22,723,451 - 100.0% Use of Money & Property 1,232,723 1,401,379 1,487,379 3,201,340 1,713,961 215.2% Fines & Forfeitures 959,216 741,000 901,000 1,140,828 239,828 126.6% Miscellaneous Revenue 6,603,603 2,020,000 5,651,773 11,936,006 6,284,233 211.2% Sub-Total 356,794,863$ 436,579,429$ 416,416,610$ 424,021,265$ 7,604,655$ 101.8% Transfers-In 2,000,000 2,000,000 15,000,000 17,000,000 2,000,000 113.3% Total Resources 358,794,863$ 438,579,429$ 431,416,610$ 441,021,265$ 9,604,655$ 102.2% 1 Reflects adjustments made at First Quarter, Mid-Year, and Year-End. 2 FY 2023-24 Actuals are unaudited.
3 ARPA: American Rescue Plan Act.
4 OIAA: Ontario International Airport Authority.
5 Sales Tax came in higher than estimates, but less than prior fiscal year due to high interest rates, increased commodity costs, and less consumer spending. 6 Measure Q came in lower than estimates due to lag in receipts of newly implemented tax, still analyzing revenue source. 7 Property Tax was less than estimated due to county adjustment for discrepancy of parcels between City of Ontario and City of Chino. 8 Business License Tax ended the year higher than estimates due to increased audit efforts. 9 Less ARPA resources used to cover personnel expenditures than anticipated, remainder of fund will be utilized in FY 2024-25. 10 Charges for Services increased due to Building Plan Check Fees and Toyota Arena Security Revenues. 11 Use of Money and Property includes Change in Fair Market Value estimate. 12 Toyota Arena City share of revenues for FY 2023-24 ($6.5M). 13 Transfers-In from Pension Benefit Fund ($9.0M), Workers Comp Fund ($5.0M), and Ontario Ranch Public Services Fund ($3.0M).

City of Ontario
General Fund Year-End Results - Revenues by Category
Fiscal Year 2023-24
7 11
13 5
6 8
9 10
12 EXHIBIT A
4 69
FY 2022-23 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24
Actuals Adopted Budget Current Budget1 Actuals2 Budget Variance % Received Personnel Costs 198,648,123$ 236,623,473$ 236,852,436$ 240,211,094$ (3,358,658)$ 101.4% Operating Expenditures 29,667,539 35,870,083 40,456,494 39,858,032 598,462 98.5% Contractual Services 18,318,733 22,863,974 27,203,998 24,560,814 2,643,184 90.3% Internal Service Allocations 43,030,077 49,664,706 49,657,718 49,328,910 328,808 99.3% Reimbursement Agreements 11,091,642 10,739,000 11,607,590 13,284,025 (1,676,435) 114.4% Contribution Expense 6,921 - - 34,616 (34,616) Capital Expenditures 1,808,260 1,292,130 1,366,905 783,355 583,550 57.3% Transfers-Out 80,167,807 70,874,441 71,494,441 60,311,783 11,182,658 84.4% Total Expenditures & Transfers-Out 382,739,102$ 427,927,807$ 438,639,582$ 428,372,629$ 10,266,953$ 97.7% 1 Reflects adjustments made at First Quarter, Mid-Year, and Year-End. 2 FY 2023-24 Actuals are unaudited.
3 FY 2023-24 Personnel over budget due to negotiations of Skills and Certification Pays and Safety Agencies exceeding overtime budgets. 4 Contractual Services savings in Engineering plan check services and HR legal services. 5 Increase in sales tax incentive agreements.
6 General Fund contribution to OHA for their special tax assessment for downtown properties owned by OHA (DOIA). 7 Reduced Transfers-Out to Facilities Maintenance ($10.0M), Police Helicopter Reserve ($1.0M), and Parkway Maintenance Contribution ($180k).

City of Ontario
General Fund Year-End Results - Expenditures by Category Fiscal Year 2023-24
7 3
4 5
6 EXHIBIT A
5 70
FY 2022-23 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24
Actuals Adopted Budget Current Budget1 Actuals2 Budget Variance % Received Community Development 26,434,828$ 33,109,939$ 37,220,488$ 33,602,008$ 3,618,480$ 90.3% Community Life & Culture 20,370,625 35,069,334 35,428,205 31,292,564 4,135,641 88.3% Economic Development 18,808,193 17,926,421 20,580,605 22,721,351 (2,140,746) 110.4% Financial Services 17,255,257 23,663,563 24,036,879 23,608,273 428,606 98.2% Human Resources/Risk Management 5,014,539 6,961,702 7,532,049 5,906,900 1,625,149 78.4% Management Services 9,200,382 9,772,741 9,797,568 10,811,719 (1,014,151) 110.4% Ontario Fire Department 79,747,483 88,583,579 89,158,668 94,651,958 (5,493,290) 106.2% Ontario Police Department 116,831,309 131,392,502 132,309,585 136,006,980 (3,697,395) 102.8% Public Works 8,908,679 10,573,585 11,081,094 9,459,093 1,622,001 85.4% Transfers-Out 80,167,807 70,874,441 71,494,441 60,311,783 11,182,658 84.4% Total Expenditures & Transfers-Out 382,739,102$ 427,927,807$ 438,639,582$ 428,372,629$ 10,266,953$ 97.7% 2 FY 2023-24 Actuals are unaudited.
1 Reflects adjustments made at First Quarter, Mid-Year, and Year-End. 9 Police Department exceeded budget due to increases in overtime costs. 10 Public Works had lower than expected actuals in salaries, maintenance services contracts, and improvement costs. 11 Reduced transfers out to Facilities Maintenance ($10.0M), Police Helicopter Reserve ($1.0M), and Parkway Maintenance Contribution ($180k). 5 Economic Development overages mainly due to increases in sales tax incentive agreements. 8 Fire Department had a higher expended amount due to a miscalculation in Fire safety budgeted salaries and increase in overtime. ($5.0M in Safety Hours/Skills Certifications, $1.2M in OT). 7 City Attorney Legal services increase due to unanticipated City matters. 6 Human Resources / Risk Management budget savings mainly in legal services and other professional services. 4 Community Life & Culture savings mainly made up of full-time and part-time salaries, other expense, and Motel Voucher program. 3 Community Development budget savings mainly in personnel salaries and Engineering plan check services.

City of Ontario
General Fund Year-End Results - Expenditures by Agency
Fiscal Year 2023-24
8 7
11 3
4 6
9 5
10 EXHIBIT A
6 71
Fiscal Year 2023-24 Current Budget:

Beginning Fund Balance 7/01/2023 65,673,529$
Resources & Transfers-In1 441,021,265
Appropriations & Transfers-Out (428,372,629)
Surplus/(Deficit) 12,648,636$
Estimated Ending Fund Balance 6/30/2024 78,322,165$
Estimated General Fund Reserve %2

21.3%
Fiscal Year 2023-24 Carryforward Obligations3 (1,688,618) Revised Estimated Fund Balance 76,633,547$
Revised General Fund Reserve % 20.8%
1 Includes $8.8M in American Rescue Plan Act (ARPA) funding. 2 Council adopted the FY 2023-24 budget with a 20% reserve level. Reserve % excludes Transfers-Out. 3 Excludes Parks Maintenance obligations carryforward as amount will be funded via transfer from Facilities Maintenance Fund 6030.

City of Ontario
General Fund Year-End Reconciliation (unaudited)
Fiscal Year 2023-24

EXHIBIT A
7 72
Fund Description Balance Comments
1000 - General Fund Assigned to Economic Uncertainties 20,000,000$ 1000 - General Fund
Assigned Fund Balance for 20%
Stabilization Plan 73,612,169 Unaudited FY 2023-24 fund balance 1000 - General Fund Reserve Needed for FY 2024-25 4,709,996 Required for FY 2024-25 reserves 1000 - General Fund Restricted for Denton Endowment 257,190 Interest restricted for Museum use; principal cannot
be used
1000 - General Fund Restricted for Barnes Trust 126,256 Museum use for donated family artifacts only 1000 - General Fund Public Art Fee - Developers 310,000 Restricted use for the commission, acquisition,
and/or development of Public Art
6010 - Equipment Services Police Helicopter Public Safety Reserve 3,627,310 Assigned for replacement of Police Helicopter City of Ontario
General Fund Year-End Reserve Balances (unaudited)
Fiscal Year 2023-24

EXHIBIT A
8 73
FY 2024-25
First Quarter
Budget Update

EXHIBIT A
9 74
FY 2024-25 First Quarter FY 2024-25 Actuals as of
Adopted Budget Budget Update Current Budget 9/30/2024 % Received Sales Tax 128,375,000$ -$ 128,375,000$ 10,655,472$ 8.3% Sales Tax - Measure Q 66,000,000 - 66,000,000 4,360,344 6.6% Property Tax 106,025,000 - 106,025,000 - 0.0% Transient Occupancy Tax 17,000,000 - 17,000,000 1,493,715 8.8% Business License Tax 10,150,000 - 10,150,000 1,988,790 19.6% Parking Tax 4,000,000 - 4,000,000 806,546 20.2% Other Taxes 5,975,000 - 5,975,000 86,977 1.5% Licenses and Permits 7,057,000 - 7,057,000 2,174,934 30.8% Intergovernmental 11,010,721 - 11,010,721 2,826,488 25.7% Intergovernmental - ARPA 7,250,000 (712,132) 6,537,868 - 0.0% Charges for Services 30,494,370 66,925 30,561,295 3,882,582 12.7% Charges for Services - OIAA 24,500,591 (634,012) 23,866,579 4,083,567 17.1% Use of Money & Property 1,480,000 - 1,480,000 176,502 11.9% Fines and Forfeitures 901,000 - 901,000 235,870 26.2% Miscellaneous 5,647,747 5,516,612 11,164,359 2,685,849 24.1% Total General Fund Revenues 425,866,429$ 4,237,393$ 430,103,822$ 35,457,636$ 8.2% T
ransfers-In 3,000,000 459,374 3,459,374 3,000,000 86.7% TOTAL RESOURCES 428,866,429$ 4,696,767$ 433,563,196$ 38,457,636$ 8.9% 1 Other Taxes includes Franchise Tax ($3.5M) and Property Transfer Tax ($1.5M). 2 Intergovernmental includes Cost Allocation Plan Revenue, Disability, Worker's Compensation, & Unemployment Internal Service Allocation Revenue. 3 Funding from American Rescue Plan Act (ARPA).
4 Charges for Services includes Special Districts Service Charges ($12.2M). 5 City Services including Police & Fire to Ontario International Airport Authority (OIAA). 6 Includes reduction in ARPA to be in line with remaining balance. 7 Includes Planning Deposit Revenues ($40K).
8 Includes reduction for Ontario International Airport Contract Amendment (CC Approved 10/15/24). 9 Includes Sale Proceeds for City Asset for 322 N. Lemon St / Library Parking ($1.1M), increased SMG/Toyota Arena Revenues ($1.9M), and revenue for sale of Police Helicopter ($2.4M). 10 Includes Facilities Maintenance Transfer to General Fund for Parks Maintenance FY 2023-24 Obligation Carryforwards.

City of Ontario
General Fund Revenue by Category
Fiscal Year 2024-25
First Quarter Budget Update
9 2
1 3
4 5
10 6
7 8

EXHIBIT A
10 75
FY 2024-25 FY2024-25 Actuals as of
Adopted Budget Current Budget 9/30/2024 % Expended
Personnel Costs 253,011,211$ - 689,391$ 253,700,602$ 58,087,584$ 22.9% Operating Expenditures 42,749,833 283,874 2,006,052 45,039,759 11,315,103 25.1% Contractual Services 23,139,834 917,174 1,060,250 25,117,258 4,481,415 17.8% Internal Service Allocations 50,843,137 - (4,585) 50,838,552 11,906,803 23.4% Reimbursement Agreements 10,519,656 - - 10,519, 656 355,798 3.4% Contribution Expense 20,000 - - 20,000 - 0.0% Capital Expenditures - 487,570 - 487,570 152,551 31.3% Transfers-Out 47,146,250 - 992,332 48,138,582 3,162,834 6.6% Total General Fund Appropriations 427,429,921$ 1,688,618$ 4,743,440$ 433,861,979$ 89,462,088$ 20.6% FTE General Fund 1,055.13 - - 1,055.13 FTE Other Funds 461.87 - - 461.87 Total FTE All Funds 1,517.00 - - 1,517.00 2 Personnel Costs includes $1.1M for Gainshare Program and ($440k) reduction for Recommended Personnel Changes. 3 Operating Expenditures includes $1.9M for Toyota Arena Capital Reimbursement - Roof Repair. 4 Contractual Services includes $1.0M for the City Share of Start Up Costs for the West End Animal Services Agency. 5 Internal Service Allocations includes a ($5k) reduction for FY 2024-25 Ontario International Airport Contract Amendment (Freezing 6 FTEs). 6 Transfers includes $1.0M transfer from General Fund to Water Operating Fund to shore up the loss on sale of property of 400 Block North Euclid.

City of Ontario
General Fund Expenditures by Category
Fiscal Year 2024-25
First Quarter Budget Update
1 Excludes obligations/PO's.

CIP/Grants/POs
Carryforward
First Quarter
Budget Update
3 4
5 5 6
2 1

EXHIBIT A
11 76
FY 2024-25 FY2024-25 Actuals as of
Adopted Budget Current Budget 9/30/2024 % Expended
Community Development 33,889,520$ -$ 1,006,604$ 34,896,124$ 6,207,436$ 17.8% Community Life & Culture 30,435,855 - 15,926 30,451,781 6,912,469 22.7% Economic Development 17,376,851 464,387 1,954,180 19,795,418 3,676,508 18.6% Financial Services 25,798,621 - 93,274 25,891,895 6,155,584 23.8% Human Resources/Risk Management 6,432,579 - 100,059 6,532,638 1,544,776 23.6% Management Services 10,137,836 - 49,509 10,187,345 2,513,691 24.7% Ontario Fire Department 102,590,549 487,570 323,007 103,401,126 22,403,680 21.7% Ontario Police Department 132,629,021 277,287 (168,349) 132,737,959 31,967,023 24.1% Public Works 20,992,839 459,374 376,898 21,829,111 4,918,087 22.5% Transfers-Out 47,146,250 - 992,332 48,138,582 3,162,834 6.6% Total Appropriations & Transfers-Out 427,429,921$ 1,688,618$ 4,743,440$ 433,861,979$ 89,462,088$ 20.6% FTE General Fund 1,055.13 - - 1,055.13 FTE Other Funds 461.87 - - 461.87 Total FTE All Funds 1,517.00 - - 1, 517.00 2 Community Development includes $1.0M for the City Share of Start Up Costs for the West End Animal Services Agency. 3 Community Life & Culture includes $39k in Library Donations and Deposit Funded Furniture Purchase, $111k for Gainshare Program, and ($134k) in Recommended Personnel Changes 4 Economic Development includes $1.9M for Toyota Arena Capital Reimbursement - Roof Repair. 5 Financial Services includes $50k in Recommended Personnel Changes and $43k for Gainshare Program.

City of Ontario
General Fund Expenditures by Agency
Fiscal Year 2024-25
First Quarter Budget Update
1 Excludes obligations/PO's.

CIP/Grants/POs
Carryforward
First Quarter Budget
Update
10 Public Works includes $200k in Recommended Personnel Changes and $80k for Gainshare Program. 11 Transfers-Out includes $1.0M transfer from General Fund to Water Operating Fund for replenishment of loss on sale of property of 400 Block North Euclid. 7 Management Services includes $30k for Gainshare Program and $20k in Recommended Personnel Changes. 6 Human Resources / Risk Management includes $74k in Recommended Personnel Changes and $25k for Gainshare Program. 8 Fire Department includes $300k for Gainshare Program. 9 Police Department includes $450k for Gainshare Program and ($600k) reduction for Recommended Personnel Changes. 4 11
10 3
2 5
6 7
8 9
1 EXHIBIT A
12 77
Fiscal Year 2024-25 Current Budget:

Estimated Beginning Fund Balance 78,322,165$
Fiscal Year 2024-25 Adopted Budget:

Resources & Transfers-In 428,866,429
Appropriations & Transfers-Out (427,429,921)
First Quarter Budget Recommendations
Resources & Transfers-In 4,696,767
Appropriations & Transfers-Out (4,743,440)
Fiscal Year 2023-24 Carryforward Obligations (1,688,618) Budget Surplus/(Deficit) (298,783)$
Estimated Ending Fund Balance 78,023,382$
Estimated General Fund Reserve 20%2

20.2%
2 For FY 2024-25, the Council approved reserve level is 20% with the goal of increasing the reserves up to 25% in future fiscal years. 1 Estimated Beginning Fund Balance for 07/01/2024 is unaudited.

City of Ontario
General Fund Budget Summary
Fiscal Year 2024-25
First Quarter Budget Update
1 EXHIBIT A
13 78
Fund Description Balance Comments
1000 - General Fund Assigned to Economic Uncertainties 20,000,000$ 1000 - General Fund
Assigned Fund Balance for 20%
Stabilization Plan 78,023,382
Estimated Fund Balance at FY 2024-25 First Quarter
Budget Update
1000 - General Fund Restricted for Denton Endowment 257,190 Interest restricted for Museum use; principal cannot
be used
1000 - General Fund Restricted for Barnes Trust 126,256 Museum use for donated family artifacts only 1000 - General Fund Public Art Fee - Developers 395,000 Restricted use for the commission, acquisition,
and/or development of Public Art
6010 - Equipment Services Police Helicopter Public Safety Reserve 5,127,310 Assigned for replacement of Police Helicopter 6010 - Equipment Services Fire Safety Equipment Reserve 500,000 Assigned for replacement of Fire Safety Equipment City of Ontario
Update on General Fund Reserve Balances
Fiscal Year 2024-25
First Quarter Budget Update

EXHIBIT A
14 79
FY 2024-25 FY2024-25 Actuals as of
Adopted Budget Current Budget 9/30/2024 % Expended
Personnel Costs 329,697,821$ 2,594,665$ 2,184,358$ 334,476,844$ 77,670,492$ 23.2% Operating Expenditures 235,838,586 26,151,174 9,976,889 271,966,649 45,886,591 16.9% Contractual Services 342,008,603 249,843,829 6,566,276 598,418,708 22,393,958 3.7% Internal Service Allocations 84,288,353 2,879 (4,585) 84,286,647 20,161,281 23.9% Reimbursement Agreements 12,534,650 13,804,854 1,612, 056 27,951, 560 355,798 1.3% Debt Service 49,809,379 13,744,612 - 63,553,991 7,611, 712 12.0% Contribution Expense 12,600,232 - 385,435 12,985, 667 - 0.0% Capital Expenditures 23,854,502 31,839,525 606,787 56,300,814 12,766,307 22.7% Transfers-Out 70,798,042 - 1,451,706 72,249,748 25,575,782 35.4% Total Citywide Appropriations 1,161,430,168$ 337,981,538$ 22,778,922$ 1,522,190,628$ 212,421,921$ 14.0% FTE General Fund 1,055.13 - - 1,055.13 FTE Other Funds 461.87 - - 461.87 Total FTE All Funds 1,517.00 - - 1,517.00 1 Includes expenses and obligations/PO's.

City of Ontario
Citywide Expenditures by Category
Fiscal Year 2024-25
First Quarter Budget Update
3 Operating Expenditures includes $3.6M for increased Street Sweeping Services (prevailing wages), $2.9M for remaining balance of Fiber Loan for the Broadband Fiber Network Expansion Project, $1.9M for Toyota Arena Capital Reimbursement - Roof Repair, $875k for various Grants, and $818k in multiple Agency requests Citywide. 4 Contractual Services includes $3.5M in various Grants and Projects, $1.0M for the City share of start up costs for the West End Animal Services Agency, $629k in Professional Services for Utilities Customer Services, and $40k in Planning services funded from developer deposits. 5 Reimbursement Agreements includes $1.6M for Water Main at Emporia and Vault Project. 8 Transfers includes $1.0M Transfer from General Fund to Water Operating Fund to shore up the loss on sale of property of 400 Block North Euclid and $459k transfer from Facilities Maintenance to General Fund for PO Obligation from prior year.
2 Personnel Costs includes $1.4M for Gainshare Program, $921k in various grants, ($173k) reduction for Recommended Personnel Changes and FY 2024-25 Ontario International Airport Contract Amendment.

CIP/Grants/POs
Carryforward
First Quarter
Budget Update
7 Capital Expenditures includes DIF Funded $385k for purchase of vehicle for Integrated Waste, $185k for OmniTrans Measure I Grant, and $36k for Equipment to be purchased by Asset Seizure Fund.
6 Contribution Expense includes $385k DIF Contribution to Equipment Services Fund for purchase of Integrated Waste vehicle. 2 3
4 5
7 8
1 6

EXHIBIT A
15 80
FY 2024-25 FY2024-25 Actuals as of
Adopted Budget Current Budget 9/30/2024 % Expended
General Fund 427,429,921$ 1,688,618$ 4,743,440$ 433,861,979$ 89,462,088$ 20.6% Special Revenue Fund 107,422,499 82,047,684 5,205,766 194,675,949 12,724,131 6.5% Capital Projects Fund 245,897,110 213,085,453 426,726 459,409,289 24,618,928 5.4% Enterprise Funds 251,609,889 24,784,873 9,960,222 286,354,984 55,574,199 19.4% Internal Service Funds 127,503,074 6,003,351 2,452,763 135,959,188 29,692,690 21.8% Total City Funds 1,159,862,493$ 327,609,979$ 22,788,917$ 1,510,261,389$ 212,072,036$ 14.0% Ontario Housing Authority 1,567,675 10,371,559 (9,995) 11,929,239 349,885 2.9% Total All Funds 1,161,430,168$ 337,981,538$ 22,778,922$ 1,522,190,628$ 212,421,921$ 14.0% FTE General Fund 1,055.13 - - 1,055.13 FTE Other Funds 461.87 - - 461.87 Total FTE All Funds 1,517.00 - - 1,517.00 1 Includes expenses and encumbrances/PO's.
3 Special Revenue Funds includes $2.9M for remaining balance of Fiber Loan for the Broadband Fiber Network Expansion Project, $2.0M in various Grants and Projects, $177k in multiple Agency requests Citywide, $70k in Recommended Personnel Changes, and $27k for Gainshare Program. 4 Capital Projects Funds includes $385k DIF Contribution to Equipment Services Fund for purchase of Integrated Waste vehicle and $41k in additional appropriations to San Antonio Storm Drain Project reimbursed by City of Chino.
5 Enterprise Funds includes $5.3M for various Grants and Projects, $3.6M for increased Street Sweeping Services (prevailing wages), $1.1M in multiple Agency requests Citywide, $187k for Gainshare Program, and ($24k) reduction for Recommended Personnel Changes. 6 Internal Service Funds includes $1.2M for various Grants and Projects, DIF Funded $385k for purchase of Integrated Waste vehicle, $220k for Recommended Personnel Changes, $86k in Gainshare Program, and $75k for equipping of Fire Department Fire Trucks.

City of Ontario
Citywide Expenditures by Fund Type
Fiscal Year 2024-25
First Quarter Budget Update
CIP/Grants/POs
Carryforward
First Quarter
Budget Update
2 General Fund includes $1.9M for Toyota Arena Capital Reimbursement - Roof Repair, $1.1M for Gainshare Program, $1.0M for the City Share of Start Up Costs for the West End Animal Services Agency, $1.0M Transfer from General Fund to Water Operating Fund for replenishment of loss on sale of property of 400 Block North Euclid, $119k in multiple Agency requests Citywide, and ($440k) reduction for Recommended Personnel Changes and FY 2024-25 Ontario International Airport Contract Amendment. 2 3
4 5
6 1

EXHIBIT A
16 81
FY 2023-24
Unaudited Year-End
FY 2024-25
Current Budget
FY 2025-26
Projected
FY 2026-27
Projected
FY 2027-28
Projected
FY 2028-29
Projected
Resources 1
380,255,122$ 367,563,196$ 367,039,511$ 384, 672,918$ 399, 659,046$ 417, 442,709$ Measure Q Sales Tax 60,766,143 66,000,000 67,320,000 68,666,400 70,039,728 71,440,523 Appropriations 2
(318,731,936) (334,884,845) (354,128,446) ( 365,959,047) ( 366,691,894) ( 373,085,452) Internal Service Funds (ISF) Allocations (49,328,910) (50,838,552) (52,554,329) (54,445,416) (56,458,324) (58,603,891) CIP Transfers (44,279,888) (40,210,000) (30,427,129) (36,748,614) (44,981,202) (46,379,815) Other Transfers (16,031,895) (7,928,582) (8,329,948) (8,676,304) (9,046,905) - Budget Surplus/(Deficit) 12,648,636$ (298,783)$ (11,080,341)$ (12,490,063)$ (7,479,551)$ 10,814,074$ Estimated Beginning Fund Balance 65,673,529$ 78,322,165$ 78,023,382$ 66,943,041$ 54,452,978$ 46,973,427$ Estimated Ending Fund Balance 78,322,165$ 78,023,382$ 66,943,041$ 54,452,978$ 46,973,427$ 57,787,501$ Projected Percent of GF Reserve level 21.3% 20.2% 16.5% 13.0% 11.1% 13.4% 1 Resources include Revenues & Transfers-In.
2 Appropriations excludes Transfers-Out and ISF Allocations. 3 CIP Transfers includes $35.2M of Measure Q Revenues and $5.0M of Bradley Burns Revenues. 4 Other Transfers includes $4.6M for Retiree Medical Contribution, $1.5M for Police Helicopter Reserve, $500k for Fire Safety Equipment Reserve, and $300k for Parkway Maintenance.

City of Ontario
General Fund Five-Year Financial Forecast
Fiscal Year 2024-25
First Quarter Budget Update
3 4

EXHIBIT A
17 82
Recommended
FY 2024-25
Agency Adopted Budget
Community Development 1
125.00 (41.00) 84. 00
Community Life & Culture 102.00 - 102. 00 Economic Development 9.00 - 9. 00 Financial Services 56.00 - 56. 00 Human Resources 31.00 - 31. 00 Information Technology 53.00 - 53. 00 Management Services 42.00 - 42. 00 Ontario Fire Department 2
265.00 - 265. 00
Ontario Municipal Utilities Company 139.00 - 139. 00 Ontario Police Department 3
429.00 - 429. 00
Public Works 1
266.00 41.00 307. 00
Total Authorized Full-Time Positions 1,517.00 - 1,517.00 General Fund 1,055.13 - 1,055.13 Other Funds 461.87 - 461.87 Total FTE All Funds 1,517.00 - 1,517.00 1 Transfer of Engineering Department from CDA to PW
2 OFD positions includes the following sworn positions 213.00 - 213. 00 3 OPD positions includes the following sworn positions 312.00 - 312. 00 First Quarter Budget
Update
Total Authorized
Full-Time
Positions
City of Ontario
Authorized Full-Time Positions
Fiscal Year 2024-25
First Quarter Budget Update

EXHIBIT A
18 83
Agency Department General Fund Other Fund Total Position Action Community Development
Building (1.00) - (1.00) Supervising Plans Examiner Deletion 8,057$ - 9,788$ Building 1.00 - 1.00 Building Manager Addition 11,757$ - 14,291$ Building (2.00) - (2.00) Senior Permit Tech Deletion 6,304$ - 7,663$ Building 2.00 - 2.00 Permit Tech Addition 5,663$ - 6,881$ Community Development Administration (1.00) - (1.00) Community Development Assistant Director Deletion 16,799$ - 22,353$ Planning (1.00) - (1.00) Assistant Planner Deletion 7,160$ - 8,703$ Planning 1.00 - 1.00 Associate Planner Addition 8,783$ - 10,669$ (1.00) - (1.00)
Community Life & Culture
Housing (0.50) - (0.50) Senior Management Analyst Deletion 8,982$ - 10,913$ Housing - (0.50) (0.50) Senior Management Analyst Deletion 8,982$ - 10,913$ Housing 0.50 - 0.50 Administrative Assistant Addition 5,484$ - 6,665$ Housing - 0.50 0.50 A dministrative Assistant Addition 5,484$ - 6,665$ Housing - (1.00) (1.00) Housing Technician Deletion 5,112$ - 6,212$ Housing - 1.00 1.00 Project Coordinator Addition 7,391$ - 8,980$ Museum (1.00) - (1.00) Project Manager Deletion 9,883$ - 12,007$ Museum 1.00 - 1.00 Recreation/Community Services Coordinator Addition 5,379$ - 6,531$ Recreation (1.00) - (1.00) Management Analyst Deletion 7,245$ - 8,807$ Recreation 1.00 - 1.00 Recreation/Community Services Coordinator Addition 5,379$ - 6,531$ - - -
Economic Development
Economic Development (1.00) - (1.00) Economic Development Coordinator Deletion 8,982$ - 10,913$ Economic Development 1.00 - 1.00 Senior Project Manager Addition 10,913$ - 13,269$ Economic Development (1.00) - (1.00) Project Manager Deletion 9,883$ - 12,007$ Economic Development 1.00 - 1.00 Economic Development Coordinator Addition 8,982$ - 10,913$ - - -
Financial Services
Accounting (0.75) - (0.75) Accounting Technician Deletion 5,767$ - 7,008$ Accounting - (0.25) (0.25) Accounting Technician Deletion 5,767$ - 7,008$ Accounting 0.75 - 0.75 Accountant Addition 6,878$ - 8,358$ Accounting - 0.25 0.25 Accountant Addition 6,878$ - 8,358$ Financial Services Administration (1.00) - (1.00) General Services Director Deletion 13,822$ - 18,391$ Accounting 1.00 - 1.00 Accounting Administrator Addition 11,939$ - 15,888$ Budget (1.00) - (1.00) Senior Financial Analyst Deletion 10,052$ - 12,217$ Budget 1.00 - 1.00 Budget Administrator Addition 11,939$ - 15,888$
Budget (1.00) - (1.00) Management Analyst Deletion 7,245$ - 8,807$ Budget 1.00 - 1.00 Financial Analyst Addition 9,072$ - 11,021$ - - -
Salary Range
City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change

EXHIBIT A
19 84
Agency Department General Fund Other Fund Total Position Action Salary Range City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change
Human Resources/Risk Management
Human Resources Administration (5.00) - (5.00) Human Resources Analyst Deletion 7,989$ - 9,705$ Human Resources Administration 5.00 - 5.00 Senior Human Resources Analyst Addition 8,982$ - 10,913$ Human Resources Administration (1.00) - (1.00) Management Analyst Deletion 7,245$ - 8,807$ Human Resources Administration 1.00 - 1.00 Senior Human Resources Analyst Addition 8,982$ - 10,913$ Human Resources Administration (1.00) - (1.00) Human Resources Technician Deletion 6,367$ - 7,739$ Human Resources Administration 1.00 - 1.00 Human Resources Analyst Addition 7,989$ - 9,705$ Risk Management - (1.00) (1.00) Risk Management Specialist Deletion 5,938$ - 7,218$ Risk Management - 1.00 1.00 Human Resources Technician Addition 6,367$ - 7,739$ Risk Management - (0.50) (0.50) Human Resources Specialist Deletion 5,938$ - 7,218$ Risk Management - (0.50) (0.50) Human Resources Specialist Deletion 5,938$ - 7,218$ Risk Management - 0.50 0.50 Principal Human Resources Agency Partner Addition 10,906$ - 13,260$ R
isk Management - 0.50 0.50 Principal Human Resources Agency Partner Addition 10,906$ - 13,260$ Risk Management - (1.00) (1.00) Management Analyst Deletion 7,245$ - 8,807$ Risk Management - 1.00 1.00 Human Resources Analyst Addition 7,989$ - 9,705$ Risk Management - (0.50) (0.50) Senior Management Analyst Deletion 8,982$ - 10,913$

Risk Management - (0.50) (0.50) Senior Management Analyst Deletion 8,982$ - 10,913$ Risk Management - 0.50 0.50 Human Resources Analyst Addition 7,989$ - 9,705$ Risk Management - 0.50 0.50 Human Resources Analyst Addition 7,989$ - 9,705$ Risk Management - (1.00) (1.00) Principal Risk Management/Benefits Agency Partner Deletion 10,906$ - 13,260$ Risk Management - 1.00 1.00 Principal Human Resources Agency Partner Addition 10,906$ - 13,260$ - - -
Information Technology
Administration - (1.00) (1.00) Management Assistant - Confidential Deletion 6,367$ - 7,739$ Administration - 1.00 1. 00 Management Analyst - Confidential Addition 7,245$ - 8,807$ Operations - (1.00) (1.00) Systems Specialist Deletion 6,699$ - 8,143$ Operations - 1.00 1.00 IT Specialist Addition 6,699$ - 8,143$ - - -
Management Services
Office of the City Manager (0.50) - (0.50) Management Services Director Deletion 14,513$ - 19,309$ Innovation Performance & Audit (0.50) - (0.50) Management Services Director Deletion 14,513$ - 19,309$ Office of the City Manager 1.00 - 1.00 Deputy City Manager Addition 15,234$ - 20,275$ Communications & Community Relations (1.00) - (1.00) Communications & Community Relations Director Deletion 14,513$ - 19,309$ Communications & Community Relations 1.00 - 1.00 Executive Director, Communications & Community Relations Addition 16,397$ - 21,807$
Communications & Community Relations (1.00) - (1.00) Administrative Officer Deletion 10,906$ - 13,260$ Communications & Community Relations 1.00 - 1.00 Government Affairs Manager Addition 10,906$ - 13,260$ Communications & Community Relations (1.00) - (1.00) Central Services Specialist Deletion 4,540$ - 5,512$ Records Management 1.00 - 1.00 Deputy City Clerk / Records Manager Addition 10,906$ - 13,260$ Innovation Performance & Audit (1.00) - (1.00) City Auditor Deletion 10,715$ - 13,023$ Innovation Performance & Audit 1.00 - 1.00 Administrative Specialist Addition 8,046$ - 9,778$ Innovation Performance & Audit (1.00) - (1.00) Administrative Officer Deletion 10,906$ - 13,260$ Innovation Performance & Audit 1.00 - 1.00 Deputy Director, Innovation Performance & Audit Addition 11,939$ - 15, 888$ - - -

EXHIBIT A
20 85
Agency Department General Fund Other Fund Total Position Action Salary Range City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change
Ontario Fire Department
Fire Administration (1.00) - (1.00) Administrative Technician Deletion 5,112$ - 6,212$ Fire Administration 1.00 - 1.00 Management Analyst Addition 7,245$ - 8,807$ Fire Administration (1.00) - (1.00) Office Specialist Deletion 4,538$ - 5,512$ Fire Administration 1.00 - 1.00 Administrative Technician Addition 5,112$ - 6, 212$ - - -
Ontario Municipal Utilities
Water Line Maintenance - (1.00) (1.00) Utilities Maintenance Worker Deletion 4,872$ - 5,923$ Environmental Engineering / Water - 1.00 1.00 Water Quality Specialist Addition 7,845$ - 9,535$ Water Capital Utilities - (1.00) (1.00) Senior Associate Engineer Deletion 11,138$ - 13,534$ Water Capital Utilities - 0.70 0.70 Associate Engineer Addition 10,052$ - 12,217$ Sewer Capital/Utilities - 0.30 0.30 Associate Engineer Addition 10,052$ - 12,217$ Water Capital Utilities - (0.75) (0.75) Assistant Engineer Deletion 9,136$ - 11,104$ Sewer Capital/Utilities - (0.25) (0.25) Assistant Engineer Deletion 9,136$ - 11,104$ Water Capital Utilities - 0.75 0.75 Engineering Assistant Addition 7,618$ - 9,254$ Sewer Capital/Utilities - 0.25 0.25 Engineering Assistant Addition 7,618$ - 9,254$ Sewer Administration - (0.25) (0.25) Senior Administrative Assistant Deletion 6,030$ - 7,327$ Sewer Capital/Utilities - (0.15) (0.15) Senior Administrative Assistant Deletion 6,030$ - 7,327$ Water Administration - (0.40) (0.40) Senior Administrative Assistant Deletion 6,030$ - 7,327$ Water Capital Utilities - (0.20) (0.20) Senior Administrative Assistant Deletion 6,030$ - 7,327$ Sewer Administration - 0.25 0.25 Management Analyst Addition 7,245$ - 8,807$ Sewer Capital/Utilities - 0.15 0.15 Management Analyst Addition 7,245$ - 8,807$ Water Administration - 0.40 0.40 Management Analyst Addition 7,245$ - 8,807$ Water Capital Utilities - 0.20 0.20 Management Analyst Addition 7,245$ - 8,807$ Environmental Engineering/Sewer - (1.00) (1.00) Environmental Programs Manager Title Change 9,592$ - 11,651$ Environmental Engineering/Sewer - 1.00 1.00 Wastewater Compliance Manager Title Change 9,592$ - 11,651$ Utilities Customer Service - (4.00) (4.00) Utilities Customer Services Supervisor Title Change 8,109$ - 9,859$ Utilities Customer Service - 4.00 4.00 Customer Service Supervisor Title Change 8,109$ - 9,859$ Water Capital/Utilities - (1.00) (1.00) Utilities Engineering Division Manager Title Change 15,142$ - 18,405$ Water Capital/Utilities - 1.00 1.00 Utilities Engineering Manager Title Change 15,142$ - 18,405$ Water Operations - (1.00) (1.00) Utilities Operations Division Manager Title Change 11,754$ - 14,283$ Water Operations - 1.00 1.00 Utilities Operations Manager Title Change 11,754$ - 14,283$ - - -
Ontario Police Department
Police Communications/Records (1.00) - (1.00) Office Specialist Deletion 4,538$ - 5,512$ Detective Division 1.00 - 1.00 Police Records Specialist Addition 4,538$ - 5,512$ Ontario Ranch (1.00) - (1.00) Community Service Officer Deletion 4,938$ - 6,001$ Ontario Ranch 1.00 - 1.00 Senior Community Service Officer Addition 5,429$ - 6,663$ Police Communications/Records (1.00) - (1.00) Police Communications Manager Deletion 10,702$ - 13,002$ Police Communications/Records 1.00 - 1.00 Community Relations Supervisor Addition 11,757$ - 14,291$ Traffic (Airport) - - - Community Service Officer Freeze 4,938$ - 6,001$ Patrol (Airport) - - - Community Service Officer Freeze 4,938$ - 6,001$ Police Administration (Airport) - - - Office Specialist Freeze 4,538$ - 5,512$ Police Administration (Airport) - - - Office Specialist Freeze 4,538$ - 5,512$ Police Administration (Airport) - - - Office Specialist Freeze 4,538$ - 5,512$ Traffic (Airport) - - - Equipment Service Technician Freeze 4,983$ - 6,056$ - - -

EXHIBIT A
21 86
Agency Department General Fund Other Fund Total Position Action Salary Range City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change
Public Works
Parks Maintenance (1.00) - (1.00) Parks and Maintenance Director Title Change 11,939$ - 15,888$ Parks Maintenance 1.00 - 1.00 Parks and Streets Maintenance Director Title Change 11,939$ - 15,888$ Fleet Management - (1.00) (1.00) Assistant Director Municipal Services Title Change 10,052$ - 12,217$ Fleet Management - 1.00 1.00 Municipal Services Manager Title Change 10,052$ - 12,217$ Fleet Management - (1.00) (1.00) Fleet Services Manager Title Change 9,305$ - 11,305$ Fleet Management - 1.00 1.00 Fleet Services Superintendent Title Change 9,305$ - 11,305$ Integrated Waste - (2.00) (2.00) Integrated Waste Assistant Division Manager Title Change 9,305$ - 11,305$ Integrated Waste - 2.00 2.00 Integrated Waste Superintendent Title Change 9,305$ - 11,305$ Integrated Waste - (1.00) (1.00) Integrated Waste Division Manager Title Change 11,022$ - 13,400$ Integrated Waste - 1.00 1.00 Integrated Waste Manager Title Change 11,022$ - 13,400$ Parks Maintenance (1.00) - (1.00) Parks and Maintenance Manager Title Change 9,305$ - 11,305$ P
arks Maintenance 1.00 - 1.00 Parks and Streets Maintenance Superintendent Title Change 9,305$ - 11,305$ Facilities & Parks Maintenance - (1.00) (1.00) Principal Project Manager Title Change 12,457$ - 15,135$ Facilities & Parks Maintenance - 1.00 1.00 Principal Construction Project Manager Title Change 12,457$ - 15,135$ Public Works Administration (3.00) - (3.00) Project Manager Title Change 9,883$ - 12,007$

Public Works Administration 3.00 - 3.00 Construction Project Manager Title Change 9,883$ - 12,007$ Public Facilities Building Maintenance - (1.00) (1.00) Public Facilities Maintenance Manager Title Change 9,305$ - 11,305$ Public Facilities Building Maintenance - 1.00 1.00 Facilities Maintenance Superintendent Title Change 9,305$ - 11,305$ Public Grounds Maintenance (1.00) - (1.00) Urban Forestry Manager Title Change 9,305$ - 11,305$ Public Grounds Maintenance 1.00 - 1.00 Urban Forestry Superintendent Title Change 9,305$ - 11,305$ Municipal Facilities (0.89) - (0.89) Senior Electrician Deletion 6,909$ - 8,394$ Municipal Facilities - (0.01) (0.01) Senior Electrician Deletion 6,909$ - 8,394$ Municipal Facilities - (0.10) (0.10) Senior Electrician Deletion 6,909$ - 8,394$ Municipal Facilities 0.89 - 0.89 Facilities Maintenance Supervisor Addition 7,101$ - 8,630$ Municipal Facilities - 0.01 0.01 Facilities Maintenance Supervisor Addition 7,101$ - 8,630$ Municipal Facilities - 0.10 0.10 Facilities Maintenance Supervisor Addition 7,101$ - 8,630$ Municipal Facilities - (1.00) (1.00) Custodial Services Supervisor Deletion 6,101$ - 7,410$ Municipal Facilities - 1.00 1.00 Facilities Maintenance Supervisor Addition 7,101$ - 8,630$ Engineering 1.00 - 1.00 Public Works Assistant Director Addition 16,799$ - 22,353$ Engineering (1.00) - (1.00) Engineering Assistant Deletion 7,618$ - 9,254$

Engineering 1.00 - 1.00 Assistant Engineer Addition 9,136$ - 11,104$ Engineering (0.30) - (0.30) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering (0.20) - (0.20) Public Works Inspector Deletion 7,455$ - 9, 060$ Engineering - (0.20) (0.20) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - (0.15) (0.15) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - (0.15) (0.15) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - 0.30 0.30 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.20 0.20 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.20 0.20 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.15 0.15 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.15 0.15 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - (1.00) (1.00) Associate Engineer Deletion 10,052$ - 12,217$ Engineering - 1.00 1. 00 S enior Associate Civil Engineer Addition 11,138$ - 13, 534$

EXHIBIT A
22 87
Agency Department General Fund Other Fund Total Position Action Salary Range City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change
Public Works (cont.) Engineering (0.70) - ( 0.70) S enior Associate Civil Engineer Deletion 11,138$ - 13, 534$ Engineering - (0.15) (0.15) Senior Associate Civil Engineer Deletion 11,138$ - 13,534$ Engineering - (0.15) (0.15) Senior Associate Civil Engineer Deletion 11,138$ - 13,534$ Engineering 0.70 0.70 Assistant Engineer Addition 9,136$ - 11,104$ Engineering - 0.15 0.15 Assistant Engineer Addition 9,136$ - 11,104$ Engineering - 0.15 0.15 Assistant Engineer Addition 9,136$ - 11,104$ Engineering (0.25) - (0.25) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering (0.20) - (0.20) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - (0.20) (0.20) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - (0.20) (0.20) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering - (0.15) (0.15) Public Works Inspector Deletion 7,455$ - 9,060$ Engineering 0.25 - 0.25 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering 0.20 - 0.20 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.20 0.20 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.20 0.20 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engineering - 0.15 0.15 Senior Public Works Inspector Addition 8,322$ - 10,116$ Engi
neering (0.70) - (0.70) Engineering Assistant Deletion 7,618$ - 9,254$ Engineering - (0.30) (0.30) Engineering Assistant Deletion 7,618$ - 9,254$ Engineering 0.70 - 0.70 Assistant Engineer Addition 9,136$ - 11,104$ Engineering - 0.30 0.30 Assistant Engineer Addition 9,136$ - 11,104$ Engineering (1.00) - (1.00) Engineering Assistant Deletion 7,618$ - 9,254$ Engineering 1.00 - 1.00 Engineering Aide Addition 6,758$ - 8,216$ Engineering (0.25) - (0.25) Associate Engineer Deletion 10,052$ - 12,217$ E
ngineering (0.25) - (0.25) Associate Engineer Deletion 10,052$ - 12,217$ Engineering (0.25) - (0.25) Associate Engineer Deletion 10,052$ - 12,217$ Engineering (0.25) - (0.25) Associate Engineer Deletion 10,052$ - 12,217$ Engineering 0.25 - 0.25 Assistant Engineer Addition 9,136$ - 11,104$ Engineering 0.25 - 0.25 Assistant Engineer Addition 9,136$ - 11,104$ Engineering 0.25 - 0.25 Assistant Engineer Addition 9,136$ - 11,104$ Engineering 0.25 - 0.25 Assistant Engineer Addition 9,136$ - 11,104$

1.00 - 1.00
Total Additions/(Deletions) - - -

EXHIBIT A
23 88
Agency Department General Fund Other Fund Total Position Action Salary Range City of Ontario
Recommended Personnel Changes
Fiscal Year 2024-25
First Quarter Budget Update
Proposed Change
Net Change By Fund First Quarter Adjustments Net FTE Change 1000 General Fund (440,135)$ - 2010 C.D.B.G. 64,064$ - 2020 HOME Grants -$ - 2310 Ontario Housing Authority (16,447)$ - 2400 Grants Fund -$ - 2521 Broadband / Fiber -$ - 2530 Gas Tax 8,659$ - 2600 Special Assessment Administration 4,275$ - 2610 Parkway Maintenance -$ - 2630 Street Light Maintenance 679$ - 2640 Storm Drain Maintenance 8,759$ - 5010 Water Operating 26,734$ - 5011 Water Capital (80,220)$ (0.30) 5110 Sewer Operating 1,945$ - 5111 Sewer Capital 27,562$ 0.30 5210 Integrated Waste -$ - 6010 Equipment Services -$ - 6020 Information Technology 35,433$ - 6030 Facility Maintenance 27,156$ - 6110 Workers Compensation 91,706$ - 6111 General Liability 66,468$ - Grand Total (173,362)$ (0.00)

EXHIBIT A
24 89
Agency Description
Appropriation
Adjustment General Fund Other Funds
Community Development
Appropriations for the City Share of Start Up Costs for the West End Animal Services Agency 1,000,000 1,000,000 - FY 2023-24 Gainshare Program 75,391 75,391 - Planning Deposit Revenues and Related Appropriations for the Environmental Impact Reports 40,250 40,250 - Recommended Personnel Changes (169,037) (169,037) - Community Improvement Cat Spay Neuter Program 20,000 20,000 Community Improvement Office Reconfiguration Costs 40,000 40,000 Carryforward CIP Appropriations from FY 2023-24 1,523,283 - 1, 523,283 2,529,887 1,006,604 1,523,283 Community Life & Culture
FY 2023-24 Gainshare Program 117,863 111,411 6, 452 Library Copy Machine Deposit and Donation Funded Furniture Purchase 39,094 39,094 - Recommended Personnel Changes (86,962) (134,579) 47,617 Carryforward Grant Appropriations from FY 2023-24 33,995,848 - 33, 995,848 Carryforward Grant Obligations from FY 2023-24 122,711 - 122, 711 Carryforward CIP Appropriations from FY 2023-24 14,166,252 - 14, 166,252 Carryforward CIP Obligations from FY 2023-24 40,598 - 40, 598 GR2424 USA Swimming Foundation Grant 5,000 - 5, 000 GR2506 OmniTrans Measure I Grant (CC Approved 3/5/2024) 968,666 - 968, 666 GR2510 California Library Literacy Services Grant 31,725 - 31, 725 Carryforward Obligations from FY 2023-24 31,404 - 31, 404 49,432,199 15,926 49,416,273 Economic Development
Toyota Arena Capital Reimbursement - Roof Repair 1,887,458 1,887,458 - Carryforward Obligations from FY 2023-24 464,387 464,387 - Recommended Personnel Changes 56,649 56,649 - FY 2023-24 Gainshare Program 10,073 10,073 - Carryforward CIP Appropriations from FY 2023-24 18,418,189 - 18, 418,189 Carryforward CIP Obligations from FY 2023-24 1,100,202 - 1, 100,202 OHA Consolidation PF2414 Continuum of Care Project to PF2423 West Mission Campus - Temporary Access Center Project 9,100,000 - 9, 100,000 OHA Consolidation PF2414 Continuum of Care Project to PF2423 West Mission Campus - Temporary Access Center Project (9,100,000) - ( 9,100,000) 21,936,958 2,418,567 19,518,391 City of Ontario
Budget Adjustment Highlights
Fiscal Year 2024-25
First Quarter Budget Update

EXHIBIT A
25 90
Agency Description
Appropriation
Adjustment General Fund Other Funds
City of Ontario
Budget Adjustment Highlights
Fiscal Year 2024-25
First Quarter Budget Update
Financial Services
FY 2023-24 Gainshare Program 43,621 39,466 4, 155 Recommended Personnel Changes 58,083 53,808 4, 275 Carryforward CIP Appropriations from FY 2023-24 5,420,606 - 5, 420,606 Budget Adjustment - WA2404 State St, Campus Ave, & Bon View Ave Water Main Improvements Project 563,324 - 563, 324 DIF Contribution to Fleet for Integrated Waste Vehicle Acquisition 385,435 - 385, 435 Carryforward CIP Obligations from FY 2023-24 50,711 - 50, 711 6,521,780 93,274 6,428,506 Human Resources/Risk Management
Recommended Personnel Changes 232,262 74,088 158,174 FY 2023-24 Gainshare Program 28,587 25,971 2,616 260,849 25,971 2,616 Information Technology
Carryforward CIP Appropriations from FY 2023-24 2,050,162 - 2, 050,162 Carryforward CIP Obligations from FY 2023-24 1,027,507 - 1, 027,507 PF2402 Citywide Camera Refresh Appropriation from PF2405 City Facilities Notification, Emergency & Paging Project 300,000 - 300, 000 PF2402 Citywide Camera Refresh Appropriation from PF2405 City Facilities Notification, Emergency & Paging Project (300,000) - ( 300,000) Carryforward Obligations from FY 2023-24 132,762 - 132, 762 Recommended Personnel Changes 35,433 - 35, 433 FY 2023-24 Gainshare Program 41,662 - 41,662 3,287,526 - 3,287,526 Management Services
FY 2023-24 Gainshare Program 40,506 30,437 10, 069 Recommended Personnel Changes 19,072 19,072 - Additional appropriations for MS2207 Broadband Fiber Network Expansion Project to the remaining loan balance 2,965,796 - 2, 965,796 Carryforward CIP Obligations from FY 2023-24 1,537,682 - 1, 537,682 Carryforward CIP Appropriations from FY 2023-24 902,344 - 902, 344 Carryforward Obligations from FY 2023-24 88,295 - 88, 295 Carryforward Grant Appropriations from FY 2023-24 14,773 - 14, 773 GR2502 Local Governmental Digital Equity Best Practices Check List Webinar Grant 1,000 - 1,000 5,569,468 49,509 5,519,959

EXHIBIT A
26 91
Agency Description
Appropriation
Adjustment General Fund Other Funds
City of Ontario
Budget Adjustment Highlights
Fiscal Year 2024-25
First Quarter Budget Update
OMUC
Carryforward CIP Appropriations from FY 2023-24 14,297,306 - 14, 297,306 Carryforward CIP Obligations from FY 2023-24 5,188,222 - 5, 188,222 Carryforward Grant Appropriations from FY 2023-24 8,964,135 - 8, 964,135 WA2201 WM Transit/Emporia/Palm/Laurel Construction Cost for Emporia and Vault Project (CC approved 8/20/2024) 1,612,056 - 1, 612,056 Additional Appropriations for WA2203 Potable Well Number 53 1,500,000 - 1, 500,000 Additional Appropriations for WA1401 San Antonio Ave Phase 3 241,269 - 241, 269 Budget Adjustment - WA2301 Ontario Ranch Phase 2B WM Project 477,935 - 477, 935 Budget Adjustment - WA2302 Reservoir 925'-A Project 339,597 - 339, 597 Appropriations for the CIS/AUS Professional Services Agreement (CC Approved 3/19/24) 524,300 - 524, 300 Carryforward Obligations from FY 2023-24 246,777 - 246, 777 Carryforward Grant Obligations from FY 2023-24 170,000 - 170, 000 FY 2023-24 Gainshare Program 113,079 - 113, 079 Utility Customer Service Professional Services Agreement 105,000 - 105, 000 Recommended Personnel Changes (15,853) - (539,601) 33,763,823 - 33,240,075 Ontario Fire Department
Carryforward Obligations from FY 2023-24 3,130,594 487,570 2,643,024 FY 2023-24 Gainshare Program 308,230 - 308,230 Recommended Personnel Changes 14,777 - 14,777 Carryforward Grant Obligations from FY 2023-24 248,736 - 248,736 Carryforward Grant Appropriations from FY 2023-24 81,009 - 81,009 GR2422 Homeland Security FY22 - FD Grant 27,249 - 27,249 3,810,595 487,570 3,323,025 Ontario Police Department
Carryforward Obligations from FY 2023-24 1,905,629 277,287 1, 628,342 FY 2023-24 Gainshare Program 442,992 442,992 - Recommended Personnel Changes (611,341) (611,341) - Carryforward Grant Appropriations from FY 2023-24 2,910,367 - 2, 910,367 Carryforward CIP Obligations from FY 2023-24 1,812,342 - 1, 812,342 Carryforward CIP Appropriations from FY 2023-24 1,701,776 - 1, 701,776 GR2423 FY2022 UASI Grant (CC Approved 11/07/2023) 600,000 - 600, 000 GR2505 CHP Cannabis Tax Fund Grant 99,200 - 99, 200

EXHIBIT A
27 92
Agency Description
Appropriation
Adjustment General Fund Other Funds
City of Ontario
Budget Adjustment Highlights
Fiscal Year 2024-25
First Quarter Budget Update
Ontario Police Department (cont.)
GR2507 FY2023 Justice Assistance Grant 52,701 - 52, 701 GR2508 Alcohol Policing Partnership Grant 39,154 - 39, 154 Asset Seizure Equipment Purchase 39,455 - 39, 455 Carryforward Grant Obligations from FY 2023-24 15,016 - 15, 016 9,007,291 108,938 8,898,353 Public Works
Carryforward Obligations from FY 2023-24 479,374 459,374 20, 000 Recommended Personnel Changes 293,555 256,428 37, 127 FY 2023-24 Gainshare Program 209,955 80,970 128, 985 Additional appropriations for Streetlight Monitoring Maintenance Services Agreement 94,000 39,500 54, 500 Carryforward CIP Appropriations from FY 2023-24 167,380,685 - 167, 380,685 Carryforward CIP Obligations from FY 2023-24 34,438,228 - 34, 438,228 Carryforward Grant Appropriations from FY 2023-24 13,046,156 - 13, 046,156 Carryforward Grant Obligations from FY 2023-24 877,470 - 877, 470 Additional appropriations for FY 2024-25 Street Sweeping Services (prevailing wage) (CC Approved 6/4/24) 3,591,037 - 3, 591,037 Demolition and Fencing for PF2504 Jay Littleton Emergency Cleanup 1,119,077 - 1, 119,077 GR2504 CalRecycle's SB1383 Local Assistance Grant (CC Approved 9/3/2024) 476,003 - 476, 003 Purchase of Freightliner Grapple Truck for Integrated Waste 385,435 - 385, 435 Street sweeping sign fabrication and installation for FY 2024-25 214,821 - 214, 821 Additional Appropriations for ST2511 Chino and Grove Ave Pavement Restoration Project 125,248 - 125, 248 PF2101 Climatec Update 106,892 - 106, 892 Equipping of Pick Up Trucks Purchased for Fire Department 75,000 - 75, 000 GR2503 FY 2023-24 CalRecycle's Beverage Container Grant 45,479 - 45, 479 SM2101 San Antonio Storm Drain - Additional Reimbursement from City of Chino and Appropriations 41,291 - 41, 291 Additional Gas Tax Appropriations for the FY2024-25 CPS Project 50,000 - 50, 000 Additional Appropriations for Routeware Routing Optimization Service Contract 41,043 - 41, 043 New Braking System for 10 Integrated Waste Collection Vehicles 40,000 - 40, 000 Annual and investigative traffic counts and speed surveys 33,000 - 33, 000 GR2425 FY 2023-24 CalRecycle's Used Oil Grant 24,629 - 24, 629 223,188,378 836,272 222,352,106 Total Expenditures 359,308,754 5,042,631 353,510,113 Transfers-Out 1,451,706 - 1,451,706 Grand Total 360,760,460$ 5,042,631$ 354,961,819$

EXHIBIT A
28 93
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact

GENERAL FUND
Fund 1000 - General Fund 78,322,165
Carryforward Obligations from FY 2023-24 1,688,618 - - - (1,688,618) FY 2023-24 Gainshare Program 1,124,941 - - - (1,124,941) Library Copy Machine Deposit and Donation Funded Furniture Purchase 39,094 39,094 - - - Reducing ARPA Revenues to Reflect Remaining Balance - (712,132) - - (712,132) Revenue for Sale of Police Helicopter - 2,433,485 - - 2,433,485 Additionanl appropriations and related revenues for Planning services funded by developer deposits 40,250 40,250 - - - Facilities Maintenance Transfer to General Fund for Parks Maintenance FY 2023-24 Obligation Carryforwards - - 459,374 - 459,374 Appropriations for the City Share of Start Up Costs for the West End Animal Services Agency 1,000,000 - - - (1,000,000) Transfer from General Fund to Water Operating Fund for replenishment of loss on sale of property of 400 Block North Euclid - - - 992,332 (992,332) West End Animal Services Agency Revenue - 100,000 - - 100,000 Additional appropriations for Streetlight Monitoring Maintenance Services Agreement 39,500 - - - ( 39,500) Sale Proceeds for City Asset for 322 N. Lemon St / Library Parking - 1,083,250 - - 1,083,250 Toyota Arena Capital Reimbursement - Roof Repair and Offsetting Revenue 1,887,458 1,887,458 - - - Recommended Personnel Changes (440,135) (634,012) - - (193,877) Community Improvement Cat Spay Neuter Program 20,000 - - - (20,000) Community Improvement Office Reconfiguration Costs 40,000 - - - (40,000) GENERAL FUND TOTAL 5,439,726 4,237,393 459,374 992,332 (1,735,291)

SPECIAL REVENUE FUNDS
Fund 2010 - Community Development Block Grant -
Carryforward Grant Obligations from FY 2023-24 121,826 121,826 - - - Carryforward Grant Appropriations from FY 2023-24 1,754,854 1,754,854 - - - Carryforward Grant Appropriations from FY 2023-24 - 75,391 - - 75,391 Recommended Personnel Changes 64,064 - - - (64,064) 1,940,744 1,876,680 - - (64,064) Fund 2020 - HOME Grants -
Carryforward Grant Appropriations from FY 2023-24 2,733,053 2,733,053 - - - 2,733,053 2,733,053 - - - Fund 2021 - Housing Grants -
Carryforward Grant Appropriations from FY 2023-24 10,525,657 10,525,657 - - - 10,525,657 10,525,657 - - - Fund 2210 - Measure I 3,355,005
Carryforward CIP Obligations from FY 2023-24 49,250 - - - (49,250) Carryforward CIP Appropriations from FY 2023-24 3,723,779 867,470 - - (2,856,309) 3,773,029 867,470 - - (2,905,559) City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update

EXHIBIT A
29 94
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update
Fund 2220 - Measure I Valley Major Project 11,083,043
Carryforward CIP Obligations from FY 2023-24 9,557 - - - (9,557) Carryforward CIP Appropriations from FY 2023-24 22,611,094 25,163,124 - - 2,552,030 22,620,651 25,163,124 - - 2,542,473 Fund 2400 - General Fund Grants -
GR2422 Homeland Security FY22 - FD Grant 27,249 27,249 - - - GR2423 FY2022 UASI Grant (CC Approved 11/07/2023) 600,000 600,000 - - - GR2424 USA Swimming Foundation Grant 5,000 5,000 - - - GR2505 CHP Cannabis Tax Fund Grant 99,200 99,200 - - - GR2507 FY2023 Justice Assistance Grant 52,701 52,701 - - - GR2506 OmniTrans Measure I Grant (CC Approved 3/5/2024) 968,666 1,190,284 - - 221,618 GR2508 Alcohol Policing Partnership Grant 39,154 39,154 - - - GR2510 California Library Literacy Services Grant 31,725 31,725 - - - Carryforward Grant Obligations from FY 2023-24 1,142,107 1,142,107 - - - Carryforward Grant Appropriations from FY 2023-24 26,120,404 26,120,404 - - - 29,086,206 29,307,824 - - 221,618 Fund 2510 - DOJ Asset Seizure 4, 036,888
Carryforward Obligations from FY 2023-24 1,628,342 - - - (1,628,342) Asset Seizure Equipment Purchase 39,455 - - - (39,455) 1,667,797 - - - (1,667,797) Fund 2520 - Cable Access Fund 2,850,755
Carryforward CIP Obligations from FY 2023-24 273,918 - - - (273,918) Carryforward CIP Appropriations from FY 2023-24 326,082 - - - (326,082) 600,000 - - - (600,000) Fund 2521 - Broadband / Fiber 309,144
Carryforward Obligations from FY 2023-24 88,295 - - - (88,295) FY 2023-24 Gainshare Program 10,069 - - - ( 10,069)
GR2502 Local Governmental Digital Equity Best Practices Check List Webinar Grant 1,000 1,000 - - - Carryforward Grant Appropriations from FY 2023-24 14,773 14,773 - - - Increased Fiber loan appropriations for MS2207 Broadband Fiber Network Expansion Project to total loan amount 2,965,796 - - - (2,965,796) Carryforward CIP Obligations from FY 2023-24 1,537,682 - - - (1,537,682) Carryforward CIP Appropriations from FY 2023-24 902,344 - - - (902,344) 5,519,959 15,773 - - (5,504,186)

EXHIBIT A
30 95
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update
Fund 2530 - Gas Tax 76,661
FY 2023-24 Gainshare Program 8,720 - - - (8,720) Annual and investigative traffic counts and speed surveys. 33,000 - - - (33,000) Additional Gas Tax Appropriations for the FY2024-25 CPS Project 50,000 - - - (50,000) Recommended Personnel Changes 8,659 - - - (8,658) Carryforward CIP Appropriations from FY 2023-24 25,938 - - - (25,938) 126,317 - - - (126,316) Fund 2531 - Road Maint & Rehab Acct (SB1) 6,977,866
Carryforward Grant Appropriations from FY 2023-24 110,353 110,353 - - - Additional Appropriations for ST2511 Chino and Grove Ave Pavement Restoration Project 125,248 - - - (125,248) Carryforward CIP Obligations from FY 2023-24 561,474 - - - ( 561,474) Carryforward CIP Appropriations from FY 2023-24 4,404,905 - - - (4,404,905) 5,201,980 110,353 - - (5,091,627) Fund 2550 - Air Quality Management District 1,396,720
Carryforward CIP Appropriations from FY 2023-24 118,715 - - - (118,715) 118,715 - - - (118,715) Fund 2570 - Economic Development Activities Fund (11,788,912) Carryforward CIP Appropriations from FY 2023-24 2,101,063 - - - (2,101,063) 2,101,063 - - - (2,101,063) Fund 2600 - Special Assessment Administration 297,217
FY 2023-24 Gainshare Program 4,155 - - - (4,155) Recommended Personnel Changes 4,275 - - - (4,275) 8,430 - - - (8,430) Fund 2630 - Street Light Maintenance 3,370,070
Additional appropriations for Streetlight Monitoring Maintenance Services Agreement 54,500 - - - ( 54,500) Recommended Personnel Changes 679 - - - (679) 55,179 - - - (55,179) Fund 2640 - Storm Drain Maintenance 118,360
FY 2023-24 Gainshare Program 3,692 - - - (3,692) Recommended Personnel Changes 8,759 - - - (8,759) 12,451 - - - (12,451) Fund 2650 - Park Impact/Quimby (211,882)
Carryforward CIP Obligations from FY 2023-24 109,304 - - - (109,304) Carryforward CIP Appropriations from FY 2023-24 1,052,915 - - - (1,052,915) 1,162,219 - - - (1,162,219) SPECIAL REVENUE FUNDS TOTAL 87,253,450 70,599,934 - - ( 16,653,515)

EXHIBIT A
31 96
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update

CAPITAL PROJECT FUNDS
Fund 4010 - Capital Projects 160,701,918
Carryforward CIP Obligations from FY 2023-24 36,159,005 - - - (36,159,005) Carryforward CIP Appropriations from FY 2023-24 127,800,634 11,127,574 - - (116,673,060) SM2101 San Antonio Storm Drain - Additional Reimbursement from City of Chino and Appropriations 41,291 41,291 - - - 164,000,930 11,168,865 - - (152,832,065) Fund 4020 - Ground Access 9,294,861
Carryforward Grant Appropriations from FY 2023-24 3,746,740 3,746,740 - - - Carryforward CIP Appropriations from FY 2023-24 2,279,824 - - - (2,279,824) 6,026,564 3,746,740 - - (2,279,824) Fund 4030 - Affordability In-Lieu 43,091,914
Carryforward CIP Appropriations from FY 2023-24 8,324,295 - - - (8,324,295) 8,324,295 - - - (8,324,295) Fund 4211 - General Facility Impact 9,412,088
Carryforward CIP Appropriations from FY 2023-24 1,668,152 - - - (1,668,152) 1,668,152 - - - (1,668,152) Fund 4212 - Integrated Waste Impact 9,736,242
DIF Contribution to Fleet for Integrated Waste Vehicle Acquisition 385,435 - - - (385,435) 385,435 - - - (385,435) Fund 4213 - Law Enforcement Impact 3,856,574
Carryforward CIP Obligations from FY 2023-24 166 ,477 - - - (166,477) Carryforward CIP Appropriations from FY 2023-24 823,761 - - - (823,761) 990,238 - - - (990,238) Fund 4310 - Old Model Colony - Fire Impact (1,601,923)
Carryforward CIP Appropriations from FY 2023-24 304,132 - - - (304,132) 304,132 - - - (304,132) Fund 4311 - OMC - Local Adjacent Water (1,554,189)
Carryforward CIP Appropriations from FY 2023-24 5,420,317 - - - (5,420,317) 5,420,317 - - - (5,420,317) Fund 4312 - OMC - Local Adjacent Streets 3,378,027
Carryforward CIP Obligations from FY 2023-24 7,632 - - - ( 7,632)
Carryforward CIP Appropriations from FY 2023-24 4,967,420 - - - (4,967,420) 4,975,052 - - - (4,975,052)

EXHIBIT A
32 97
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update
Fund 4313 - OMC - Local Adjacent Storm Drain 20,024,200 Carryforward CIP Obligations from FY 2023-24 27,853 - - - (27,853) Carryforward CIP Appropriations from FY 2023-24 2,562,755 - - - (2,562,755) 2,590,608 - - - (2,590,608) Fund 4314 - OMC - Local Adjacent Water 4,468,344
Carryforward CIP Appropriations from FY 2023-24 944,518 - - - (944,518) 944,518 - - - (944,518) Fund 4317 - OMC - Regional Streets 10,493,196
Carryforward CIP Appropriations from FY 2023-24 5,331,384 - - - (5,331,384) 5,331,384 - - - (5,331,384) Fund 4410 - Ontario Ranch - Fire Impact 790,288
Carryforward Obligations from FY 2023-24 2,643,024 - - - (2,643,024) 2,643,024 - - - (2,643,024) Fund 4415 - Ontario Ranch - Local Adjacent Storm Drain 28,690,180 Carryforward CIP Appropriations from FY 2023-24 792,487 - - - (792,487) 792,487 - - - (792,487) Fund 4419 - Ontario Ranch - Regional Streets 14,863,211 Carryforward CIP Appropriations from FY 2023-24 6,314,375 - - - (6,314,375) 6,314,375 - - - (6,314,375) Fund 4420 - Ontario Ranch - Regional Water 3,242,565
Carryforward CIP Appropriations from FY 2023-24 2,800,668 - - - ( 2,800,668) Carryforward CIP Appropriations from FY 2023-24 276,542 - - - (276,542) Carryforward CIP Appropriations from FY 2023-24 716,841 - - - (716,841) Carryforward CIP Appropriations from FY 2023-24 6,617 - - - (6,617) Carryforward CIP Appropriations from FY 2023-24 295,343 - - - (295,343) Carryforward CIP Appropriations from FY 2023-24 254,234 - - - (254,234) Carryforward CIP Appropriations from FY 2023-24 115,546 - - - (115,546) Carryforward CIP Appropriations from FY 2023-24 477,935 - - - (477,935) Carryforward CIP Appropriations from FY 2023-24 339,597 - - - ( 339,597)
Carryforward CIP Appropriations from FY 2023-24 318,013 - - - (318,013) 2,800,668 - - - (2,800,668) -
CAPITAL PROJECT FUNDS TOTAL 213,512,179 14,915,605 - - ( 198,596,574)

EXHIBIT A
33 98
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update

ENTERPRISE FUNDS
Fund 5010 - Water Operating 34,243,035
Carryforward Obligations from FY 2023-24 153,908 - - - (153,908) FY 2023-24 Gainshare Program 78,991 - - - (78,991) Contra revenue adjustment for the Senior Discount Program - (114,000) - - (114,000) Utilities Customer Service Professional Services Agreement 47,250 - - - (47,250) Appropriations for the CIS/AUS Professional Services Agreement (CC Approved 3/19/2024) 235,935 - - - (235,935) Sale of City Property at 400 Block of North Euclid (CC Approved 10/01/2024) - 2,200,000 - - 2,200,000 Transfer from General Fund to Water Operating Fund to shore up the loss on the sale of 400 Block North Euclid - - 992,332 - 992,332 Recommended Personnel Changes 26,734 - - - (26,734) 542,818 2,086,000 992,332 - 2,535,514 Fund 5011 - Water Capital 11,272,725
Carryforward Obligations from FY 2023-24 34,408 - - - ( 34,408) FY 2023-24 Gainshare Program 14,525 - - - ( 14,525) Carryforward Grant Obligations from FY 2023-24 170,000 170,000 - - - Carryforward Grant Appropriations from FY 2023-24 8,964,135 8,964,135 - - - Recommended Personnel Changes (80,220) - - - 8 0,220 Carryforward CIP Obligations from FY 2023-24 487,991 - - - ( 487,991) Carryforward CIP Appropriations from FY 2023-24 6,821,750 - - - ( 6,821,750) WA2201 WM Transit/Emporia/Palm/Laurel Construction Cost for Emporia and Vault Project (CC approved 8/20/2024) 1,612,056 - - - ( 1,612,056) Additional Appropriations for WA2203 Potable Well Number 53 1,500,000 - - - ( 1,500,000) Additional Appropriations for WA1401 San Antonio Ave Phase 3 241,269 - - - ( 241,269) Budget Adjustment - WA2404 State St, Campus Ave, & Bon View Ave Water Main Improvements Project 563,324 563,324 - - - Budget Adjustment - WA2301 Ontario Ranch Phase 2B WM Project 477,935 477,935 - - - Budget Adjustment - WA2302 Reservoir 925'-A Project 339,597 339,597 - - - 21,146,770 10,514,991 - - (10,631,779) Fund 5110 - Sewer Operating 49,081,555
Carryforward Obligations from FY 2023-24 58,461 - - - (58,461) FY 2023-24 Gainshare Program 16,631 - - - (16,631) Contra revenue adjustment for the Senior Discount Program - (22,000) - - (22,000) Utilities Customer Service Professional Services Agreement 24,150 - - - (24,150) Appropriations for the CIS/AUS Professional Services Agreement (CC Approved 3/19/2024) 120,589 - - - (120,589) Recommended Personnel Changes 1,945 - - - (1,945) 221,776 (22,000) - - (243,776) Fund 5111 - Sewer Capital 13,400,132
FY 2023-24 Gainshare Program 2,932 - - - (2,932) Recommended Personnel Changes 27,562 - - - (27,562) Carryforward CIP Obligations from FY 2023-24 4,700,231 - - - (4,700,231) Carryforward CIP Appropriations from FY 2023-24 2,937,883 5,420,317 - - 2,482,434 7,668,608 5,420,317 - - (2,248,291)

EXHIBIT A
34 99
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update
Fund 5210 - Integrated Waste 14,180,643
FY 2023-24 Gainshare Program 74,629 - - - (74,629) Contra revenue adjustment for the Senior Discount Program - (64,000) - - (64,000) Utilities Customer Service Professional Services Agreement 33,600 - - - (33,600) Appropriations for the CIS/AUS Professional Services Agreement (CC Approved 3/19/2024) 167,776 - - - (167,776) Street sweeping sign fabrication and installation for FY 2024-25 214,821 - - - (214,821) Additional Appropriations for Routeware Routing Optimization Service Contract 41,043 - - - (41,043) Additional appropriations for FY 2024-25 Street Sweeping Services (prevailing wage) (CC Approved 6/4/2024) 3,591,037 - - - (3,591,037) New Braking System for 10 Integrated Waste Collection Vehicles 20,000 - - - (20,000) New Braking System for 10 Integrated Waste Collection Vehicles 20,000 - - - (20,000) GR2425 FY 2023-24 CalRecycle's Used Oil Grant 24,629 24,629 - - - GR2503 FY 2023-24 CalRecycle's Beverage Container Grant 45,479 45,479 - - - GR2504 CalRecycle's SB1383 Local Assistance Grant (CC Approved 9/3/2024) 476,003 476,003 - - - Carryforward Grant Appropriations from FY 2023-24 44,901 44,901 - - - Carryforward Grant Appropriations from FY 2023-24 12,000 - - - (12,000) Carryforward Grant Appropriations from FY 2023-24 6,000 - - - ( 6,000) Carryforward Grant Appropriations from FY 2023-24 11,901 - - - (11,901) Carryforward Grant Appropriations from FY 2023-24 15,000 - - - (15,000) Carryforward Grant Appropriations from FY 2023-24 - 44,901 - - 44,901 Recommended Personnel Changes - - - - - Carryforward CIP Obligations from FY 2023-24 26,900 - - - (26,900) Carryforward CIP Appropriations from FY 2023-24 384,305 - - - (384,305) 5,165,123 527,012 - - (4,638,111) ENTERPRISE FUNDS TOTAL 34,745,095 18,526,320 992 ,332 - (15,226,443)

INTERNAL SERVICE FUNDS
Fund 6010 - Equipment Services 9,886,966
FY 2023-24 Gainshare Program 24,330 - - - ( 24,330) Fleet Internal Service Fund Revenue Adjustment to Align with Expenditures - (865,983) - - (865,983) Equipping of Pick Up Trucks Purchased for Fire Department 75,000 - - - (75,000) Purchase of vehicle for Integrated Waste 385,435 - - - (385,435) DIF Contribution to Fleet for Integrated Waste Vehicle Acquisition - 385,435 - - 385,435 484,765 (480,548) - - (965,313) Fund 6020 - Information Technology 3,562,113
Carryforward Obligations from FY 2023-24 132,762 - - - (132,762) FY 2023-24 Gainshare Program 41,662 - - - (41,662) Recommended Personnel Changes 35,433 - - - (35,433) PF2402 Citywide Camera Refresh Appropriation from PF2405 City Facilities Notification, Emergency & Paging Project - - - - - Carryforward CIP Obligations from FY 2023-24 1,078,218 - - - (1,078,218) Carryforward CIP Appropriations from FY 2023-24 2,050,451 - - - (2,050,451) 3,338,526 - - - ( 3,338,526)

EXHIBIT A
35 100
Appropriation Revenue Operating Operating Fund Balance
Description Adjustments Adjustments Transfers-In Transfers-Out Impact City of Ontario
Detail of Recommended Budget Adjustments by Fund
Fiscal Year 2024-25
First Quarter Budget Update
Fund 6030 - Facilities & Parks Maintenance 4,456,239
Carryforward Obligations from FY 2023-24 20,000 - - - (20,000) FY 2023-24 Gainshare Program 17,614 - - - (17,614) Facilities Maintenance Transfer to General Fund for Parks Maintenance FY 2023-24 Obligation Carryforwards - - - 459,374 (459,374) Recommended Personnel Changes 27,156 - - - (27,156) Additional appropriations for PF2101 Climatec remaining balance (energy efficiencies) 106,892 - - - (106,892) Carryforward CIP Appropriations from FY 2023-24 2,721,920 - - - (2,721,920) 2,893,582 - - 459,374 (3,352,956) Fund 6110 - Workers Compensation 6,572,152
Recommended Personnel Changes 66,468 - - - (66,468) 66,468 - - - (66,468) Fund 6111 - General Liability 307,617
FY 2023-24 Gainshare Program 2,616 - - - (2,616) General Liability Fund ISF Revenue Adjustment - 116,916 - - 116,916 Recommended Personnel Changes 91,706 - - - (91,706) Demolition and Fencing for PF2504 Jay Littleton Emergency Cleanup 1,119,077 - - - (1,119,077) 1,213,399 116,916 - - (1,096,483) Fund 6210 - Pension Benefit Fund 27,860,951
In
ternal Service Fund Revenue Adjustments for PERS UAL - 257,959 - - 257,959 - 257,959 - - 257,959 -
INTERNAL SERVICE FUNDS TOTAL 7,996,740 (105,673) - 459,374 (8,561,787) TOTAL CITY FUNDS BUDGET ADJUSTMENTS 348,947,190 108,173,579 1,451,706 1,451,706 (240,773,610) Fund 2310 - Ontario Housing Authority 2,915,293
Carryforward Grant Appropriations from FY 2023-24 4,997,418 4,997,418 - - - Carryforward Obligations from FY 2023-24 31,404 - - - (31,404) FY 2023-24 Gainshare Program 6,452 - - - (6,452) Recommended Personnel Changes (16,447) - - - 1 6,447
Carryforward CIP Appropriations from FY 2023-24 5,342,737 9,824,295 - - 4,481,558 10,361,564 14,821,713 - - 4,460,149 AGENCY FUNDS TOTAL 10,361,564 14,821,713 - - 4,460,149 -
TOTAL ALL FUNDS BUDGET ADJUSTMENTS 359,308,754 122,995,292 1, 451,706 1, 451,706 ( 236,313,461)

EXHIBIT A
36 101
Department: Information Technology
Prepared By: Samantha Robles
Staff Member Presenting: Colin Fernandes,
Executive Director Information Technology
Approved By:

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

THE RENEWAL OF THE EXISTING WORK ORDER AND ASSET MANAGEMENT

SYSTEM WITH AZTECA SYSTEMS, LLC FOR PUBLIC WORKS AND ONTARIO

MUNICIPAL UTILITIES COMPANY

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute the renewal of the CityWorks work order and asset management system used by Public Works and Ontario Municipal Utilities Company (OMUC) with Azteca Systems, LLC, of Sandy, Utah for three years with an optional renewal period for two years for a total contract amount not-to-exceed $662,917.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2024-25 Adopted Budget includes appropriations from the Information Technology Fund for software licenses with Azteca Systems, LLC. The proposed purchase of software licenses will be for 3 years with an optional renewal period of 2 years for a total contract amount not to exceed $662,917, which includes $119,231 for year one, $125,193 for year two, $131,453 for year three, $139,340 for year four and $147,700 for year ﬁve. The ﬁxed billing rates speciﬁed in the current Agreement will determine the amount charged for services and reflect the actual services provided. If approved, appropriations will be included in future Fiscal Year Proposed Budgets consistent with the annual adoption process.

BACKGROUND & ANALYSIS:

Ontario Municipal Utilities Company (OMUC) has been using CityWorks as a work order and asset management system for meters and valves since 2003 and allows OMUC Staﬀ to track the inventory of meters and valves as they are installed and replaced throughout the City. The Public Works Agency has been using CityWorks to track service requests since 2020, and the CityWorks system connects to the MyOntario app to track the service requests through to completion or to allow Staﬀ to notify and coordinate with other Agencies within the City to address the service requests. The City renewed the Agreement with CityWorks in 2021 for three years. As part of OMUC's Asset Management Implementation Plan, OMUC aims to expand the use of CityWorks as part of implementing asset management best practices through a more formalized asset management program. To support this eﬀort, Staﬀ requests City Council approval for a three-year renewal Agreement with an optional renewal period for two years for a total contract amount not-to-exceed $662,917. 102

ORDER FORM
Order Date: Date of the last signature below
Trimble Entity Name (“Trimble”)
and Address:

Azteca Systems, LLC, a Trimble company
11075 South State, Suite 24, Sandy, Utah 84070
Customer Entity Name
(“Customer”) and Address:

Ontario (CA), City of
303 E. B Street
Ontario, CA 91764
Billing Contact Name and E-Mail
Address:

Choon Vu Lam
[email protected]

Initial Term: 12/05/2024 - 12/04/2029
Validity: This Order Form shall expire on 12/1/2024 (the “Validity Date”). If this Order Form is not executed by the Customer by the Validity Date, Trimble reserves the right to not offer the pricing found in the Order Form.

Miscellaneous: Purchase orders issued by Customer are issued for administrative purposes only; terms and conditions contained in any such purchase order shall be null and void.

The Purpose of this Order Form is to Add 4 Trimble Unity Mobile logins and Inspection API to Licensing with Five (5) Year Renewal Contract.

Licensed Software:

Description Number of Authorized
Users
Annual Term Total

CITYWORKS
Server AMS Standard Enterprise License Agreement
(ELA), Includes Unlimited Quantities of the Identified
Products:

Office
Respond
Mobile Native Apps (for iOS/Android)

--Includes the following Add-ons:

Storeroom
Equipment Checkout
Contracts
Cityworks for Excel
Cityworks Analytics for AMS
eURL (Enterprise URL)
Workload
Web Hooks
Service Request API
Work Order API - Basic
Inspection API
Local Government Templates (LGT)
Use of Cityworks AMS Application Programming
Interfaces (APIs) with commercially available Cityworks- centric applications that are licensed and maintained by authorized Cityworks partners
TRIMBLE:

Trimble Unity Mobile - 4 Logins
Unlimited

4 Logins
Year 1: 12/05/2024 - 12/04/2025* $ 119,231.00
Year 2: 12/05/2025 - 12/04/2026** $ 125,192.55
Year 3: 12/05/2026 - 12/04/2027 $ 131,452.18
Year 4: 12/05/2027 - 12/04/2028 $ 139,339.31
Year 5: 12/05/2028 - 12/04/2029 $ 147,699.66
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All Licensed Software is for the indicated term and not perpetual. Annual fee herein is based on 150,001 – 200,000 population range. Trimble reserves the right to adjust the annual fee accordingly to align with the Customer’s actual population range. *The Year 1 amount shown above is encompassing of the current renewal amount ($107,181.00) and the software ($12,050.00) being added as a part of this transaction at the time of renewal.

**Renewal increase included to reflect client request for a new 5-year term

Addendums:

1. Trimble General Transaction Terms (the “General Terms”)

2. Supplemental Terms for Software and Subscriptions (the “Software Terms”)

3. Supplemental Terms for Support and Maintenance (the “Support Terms”)

4. Supplemental Terms for Services (the “Services Terms”)

5. Supplemental Terms for Hardware (the “Hardware Terms”)

6. Supplemental Terms for U.S. Public Entities

7. Availability Service Level Agreement; Data Security and Restoration

TERMS AND CONDITIONS

1. Terms and Conditions. All offerings are made available by Trimble subject to the terms and conditions set forth in this Order and the above referenced Addendums.

2. Annual Renewals; Additional Software Products and Licenses. This Order will automatically renew for subsequent 12 month term(s) at then-current pricing, unless either party provides the other with notice of cancellation at least 30 days prior to the expiration of the then-current term. Additional Software Products & Licenses may be added to this Agreement with either an acknowledgement of an official Cityworks quote signed by Licensee and additional fees, if necessary or applicable being paid, or receipt of Purchase Order from Licensee in response to an official Cityworks quote and additional fees, if applicable, being paid.

3. Payment Terms. All fees are due net 30 from the date of the Trimble invoice. ● Annual Licensed Software: Trimble will invoice:
● Year 1 in the amount of $119,231.00 upon execution of this Order Form ● Year 2 in the amount of $125,192.55 upon 11/05/2025, and ● Year 3 in the amount of $131,452.18 upon 11/05/2026, and ● Year 4 in the amount of $139,339.31 upon 11/05/2027, and ● Year 5 in the amount of $147,699.66 upon 11/05/2028.

4. Annual Price Increase. At each renewal (i.e. after Year 5), Trimble has a right to increase the annual fees by five percent (5%).

5. Electronic Invoices. Customer hereby consents to the receipt of invoices electronically at the indicated e-mail address(es) and accepts such invoices as if received by mail. Customer's e-mail address may be changed by written notice given by Customer to Trimble at: [email protected].

Customer is responsible for maintaining a current e-mail address and shall under no circumstances be excused from payment of applicable charges by its failure to access its designated e-mail address.

6. Due Authority. By signing below, the signatory represents that he/she (i) is an authorized representative of Customer and (ii) has the authority to legally and functionally commit the Customer.

[Signature Page to Follow]
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ACCEPTANCE
Accepted and agreed:

CUSTOMER:

Signature:

Print Name:

Title:

Date:

TRIMBLE:

Signature:

Print Name: George Mastakas

Title: Vice President

Date:

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Addendum #1
Trimble General Transaction Terms
Version 1.1 (Last updated: October 7, 2023)

Trimble's provision of Offerings is governed exclusively by these Trimble General Transaction Terms (the “ General Terms”). The Order, the SOW, these General Terms, any applicable Supplemental Terms, and all other terms referenced or incorporated therein, collectively constitute the “Agreement”. Any conflict or inconsistency in the Agreement will be resolved in the following order of precedence: (1) the Order, (2) any applicable Supplemental Terms, (3) these General Terms, (4) the SOW, and (5) the Documentation.

1. Definitions. Capitalized terms have the meaning associated with them in this Section 1 (Definitions) or with the definition provided elsew here in the Agreement.

1.1.“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the direct or indirect ownership of more than fifty percent (50%) of an entity’ s outstanding voting rights or other equivalent voting interests.

1.2.“Customer”is the entity or person identified in the Order or SOW.

1.3.“Dispute(s)” means any dispute, claim, or controversy arising from or related to the Agreement.

1.4.“Documentation” means Trimble’s then-current usage guidelines, standard technical documentation, acceptable use policies, support policies, service level commitments, or other policies referenced in the Agreement.

1.5.”Hardware" means hardware products specified in the Order.

1.6.“High Risk Activities” means any mission critical, hazardous, strict liability, or other activity(ies) where use or failure of the Offerings could lead to death, personal injury, or physical or environmental damage. Examples of High Risk Activities include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, autonomous vehicles, air traffic control, emergency services, or weaponry systems. High Risk Activities do not include utilization of Offerings for administrative purposes, to store configuration data, engineering and/ or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.

1.7.“Intellectual Property Rights” means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know -how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, database rights and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority, and the right to sue for, settle and release past, present and future infringement of any of the foregoing.

1.8.“Law(s)” means all applicable local, state/provincial, federal and international laws, rules, regulations, directives, ordinances an d conventions, including, but not limited to, those related to data privacy and data transfer, international communications and export of technical or personal data.

1.9.“Licensed Software” means the object code form of Trimble’s proprietary installed software product for deployment on premises or on a device, as well as any Documentation, maintenance releases, and features and functionality enhancements, and application programming interfaces (APIs), in each case as as may be made available pursuant to the Order. For clarity, Licensed Software excludes firmware.

1.10.“Offerings” means Trimble’s Hardware, Software, Services, Support, and other Trimble goods or services specified on an Order or SOW.

1.11.“Order” means the quotation, proposal, sales agreement or similar documents provided by Trimble and accepted by Customer.

1.12.“Parties” means Trimble and Customer.

1.13.“Services” means any services described in the Order or a Statement of Work, including, without limitation, training, enablement, implementation, configuration, hosting, or content provision.

1.14."Software" means the Licensed Software and/or Software-as-a-Service specified on an Order.

1.15.“Software-as-a-Service” or “SaaS” means a Trimble proprietary cloud service, as well as any Documentation, features and functionality enhancements, and application programming interfaces, in each case as may be made available pursuant to the Order.

1.16.“Statement of Work” or “SOW” means a statement of work or similar agreement governing the provision of Services.

1.17.“Supplemental Terms” are any additional Trimble terms and conditions referenced in the Order as “Supplemental Terms.”

1.18.“Support” means support and/or maintenance for Software, and as may be further described in the applicable Supplemental Terms, Documentation, or otherwise as specified by Trimble in writing.

1.19.“Trimble” means Trimble Inc. or its Affiliate identified on the Order or SOW, or if none is specified, as set forth in Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction) based on the applicable Customer location.

1.20.“Trimble IP” means the Offerings, Documentation, and any written and electronic materials, proprietary information, documentation, code, technology, systems, infrastructure, equipment, and trade secrets developed, provided or used by Trimble or its subcontractors to p roduce and provide the Offerings together with all Intellectual Property Rights therein, together with all modifications, improvements, changes thereto or derivative works thereof, including without limitation: (a) proprietary electronic architecture and other non -literal elements of the Offerings developed by Trimble, (b) functional and technical specifications and other technical, training, reference or service information, documentation and manuals and updates thereto , (c) APIs, customized applications and computer programs, (d) processes, methods, algorithms, ideas, and other “know how,” (e) data and information provided or sourced by Trimble, (f) Offerings which Customer has the right to use via a subscription, and (g) network equipment and architecture.

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2. Orders; Validity. An Order is valid for acceptance by Customer within the period indicated in the Order and if no such period is provided, for thirty (30) calendar days from the issue date. The Agreement is formed by Customer’s execution of the Order. Changes to an Or der or belated acceptance by Customer are not valid unless Trimble accepts them in writing, and Trimble’s partial or complete delivery again st an Order modified by Customer, or acceptance of payment, shall not be deemed to be an acceptance of the modification. Orders that Customer has accepted cannot be canceled for any reason without Trimble’s prior written consent.

3. Payment Terms; Invoicing

3.1.Fees are as set forth in the Order or SOW. Fees do not include applicable sales taxes, value added taxes, goods and services taxes, export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes, surcharges an d fees, or similar charges, all of which are Customer’s responsibility to pay. Unless Customer provides Trimble with direct payment authority or a valid exemption certificate for the appropriate jurisdiction, Customer will pay Trimble all such taxes, charges, and fees invoiced by Trimble in connection with the Offerings. Customer will pay any foreign exchange transaction fees and any foreign exchange profits or losses incurred on such transactions.

3.2.Trimble will issue invoices in accordance with the billing frequency stated in the Order or SOW. Customer consents to the rec eipt of invoices electronically at the email address(es) it provided to Trimble for billing purposes, and accepts such invoices as if received by mail. Customer is responsible for maintaining current email address(es) with Trimble. Trimble’s transmission of an invoic e to the provided billing email address(es) (regardless of whether actually received by Customer) shall be considered delivery of that invoice by Trimble. Trimble’s failure to issue an invoice in accordance with this Section 3 (Payment Terms; Invoicing) shall not be deemed to be a waiver by Trimble of its right to receive payment pursuant to the Agreement, but Customer shall not be obligated to make such payment until an invoice for such payment is issued by Trimble to Customer.

3.3.Unless otherwise set forth in the Order or SOW, payments are due net 30 days from the date of invoice. Customer will make payment in the currency indicated on the Order or SOW. Trimble is entitled to offset payments against prior debt balances in Customer's account. Subject to any Laws to the contrary or as otherwise expressly stated in the Agreement, payments are not refundable.

No credit, carryover, or refund will be given for any unused Offerings (e.g., services hours, data usage) allocated or availa ble for use during an indicated period of time.

3.4.Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable Law. If Customer does not object in writing to an invoiced amount by the invoice due date, Customer will be deemed to have acknowledged the correctness of that invoice and to have waived its right to dispute that invoice. A dispute as to a portion of any invoice or amount owed will give Customer the right to withhold or delay payment of the disputed portion only. Customer will be liable for all costs of collection of past due amounts (including attorneys’ fees).

3.5.Trimble may suspend Customer’s access to or Trimble’s provision of Offerings, as applicable, on five (5) business days prior notice if Customer fails to timely pay any invoice not subject to a bona fide payment dispute or fails to use diligent good faith efforts to resolve a bona fide payment dispute (unless cured during the notice period).

3.6.For any breach of Customer’s payment obligations under any Order(s), Trimble may, without limiting Trimble’s other rights and remedies, declare Customer’s unbilled future fees under any and all Orders immediately due and payable.

3.7.Trimble has the continuing right to review Customer's credit and, if reasonably determined necessary by Trimble, change Custo mer's payment terms, and may at any time demand advance payment, satisfactory security (such as, but not limited to, a confirmed, irrevocable letter of credit acceptable to Trimble), or a guarantee of prompt payment prior to shipment or service activation.

3.8.Offerings purchased or licensed under Trimble’s United States General Services Administration ("GSA") Schedules are subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.

4.Term and Termination

4.1.Term. The term and any renewals thereof applicable for an Offering (collectively, the “ Term(s)”) shall be as set forth in the Order, SOW, or Supplemental Terms. Different Offerings may have different Terms.

4.2.Termination. Either party may terminate the Agreement if the other party (a) fails to cure a material breach of the Agreement (including a failure to pay fees), or fails to provide a written plan of cure reasonably acceptable to the non-breaching party, within thirty (30) days after the non-breaching party’s receipt of written notice specifying such breach or failure, (b) becomes designated by an applicable governmental entity as a business with which a party is prohibited from doing business with (e.g., vi a governmental sanctions program), or (c) seeks protection under insolvency or comparable proceeding, or if such proceedings are instituted against that party and not dismissed within sixty (60) days.

4.3.Survival. These Sections survive expiration or termination of the Agreement: 1 (Definitions), 3 (Payment Terms; Invoicing), 4.3 (Survival), 6 (Warranty Disclaimers), 7 (Limitations of Liability), 8 (Indemnification), 9 (Confidentiality), 11 (Personal Information; Data Protection), 12 (Miscellaneous), any other provisions identified in any applicable Supplemental Terms referencing this provision, and any other term or provision in the Agreement that applies to events occurring following termination or expiration.

Except where an exclusive remedy is provided, exercising a remedy under the Agreement, including termination, does not limit other remedies a party may have.

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5.Customer Obligations

5.1.High Risk Activities. Customer will not use the Offerings for High Risk Activities. Customer acknowledges that the Offerings are not intended to meet any legal obligations for High Risk Activities. Trimble and its suppliers specifically disclaim any responsi bility for, and will not be liable in any manner arising from, any use of the Offerings in connection with High Risk Activities.

5.2.Compliance with Laws. Customer shall comply with all Laws in connection with its use or receipt of the Offerings.

5.3.Dependencies and Compatibilities.
(a) Offerings may (i) require certain dependencies, including, without limitation, internet connection, electronic communications , hardware, data connections, operating systems, third-party products and services, other Trimble products and services, satellite signals, etc. (collectively, “ Dependencies”), and (ii) allow compatibility and/or interoperability with other products or services made available by Trimble, Customer, or a third party (collectively, “Compatibilities”). (b) Dependencies and Compatibilities may require payment of a separate fee and are governed by their respective terms of service, end user license agreement, or other agreement, and not by the Agreement. Unless otherwise expressly agreed upon by the parties in writing, Customer is responsible for all Dependencies and Compatibilities. Trimble may modify the Offerings from time to time, and Trimble does not guarantee that the Offerings will continue to operate or be compatible with any Dependencies or Compatibilities. Trimble makes no warranty or guarantee, and will have no liability or obligations under the Agreement, with respect to any Dependencies, Compatibilities, or other factors outside of Trimble’s control. (c) Customer represents and warrants that it shall, and shall use best efforts to require any provider of any Dependencies and Compatibilities to: (i) establish and maintain industry standard technical, organizational, physical, and administrative safeguards designed to ensure the security and integrity of the Offerings; and (ii) comply with the security controls, configuration requirements, and access limitations imposed by Trimble, as may be modified by Trimble from time to time.

6.WARRANTY DISCLAIMERS.

THE LIMITED WARRANTY TERMS, IF ANY, EXPRESSLY SET FORTH IN ANY APPLICABLE SUPPLEMENTAL TERMS ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON TRIMBLE’S PART ARISING OUT OF, OR IN CONNECTION WITH, THE OFFERINGS, AT ANY TIME EITHER DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY, AND STATE TRIMBLE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED IN ANY APPLICABLE SUPPLEMENTAL TERMS, THE OFFERINGS ARE PROVIDED "AS-IS'' AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND, INCLUDING,

BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL DISCLAIMERS. SOME

JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION(S) MAY NOT APPLY OR FULLY APPLY TO CUSTOMER.

7.Limitations of Liability.

7.1.Waiver; Liability Cap .
(a) EXCEPT FOR EXCLUDED CLAIMS, (i) NEITHER PARTY (OR ITS SUPPLIERS) SHALL BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT

OR REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, OR ANY SPECIAL, IN CIDENTAL, RELIANCE, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; AND (ii) EACH PARTY’S (AND EACH OF ITS SUPPLIER’S) ENTIRE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR

RELATED TO THE AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRIMBLE DURING THE PRIOR 12 MONTHS UNDER THE AGREEMENT FOR THE APPLICABLE OFFERING(S) GIVING RISE TO THE LIABILITY.

(b) “EXCLUDED CLAIMS” MEANS (i) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT, (ii) DAMAGES PAYABLE TO A THIRD PARTY (I.E., NOT AN INDEMNIFIED PARTY) EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR

INCLUDED IN A SETTLEMENT AGREED TO BY THE INDE MNIFYING PARTY, WHICH DAMAGES ARE SUBJECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS IN SECTION 8 (INDEMNIFICATION), AND (iii) ANY ADDITIONAL “EXCLUDED CLAIMS” EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL TERMS. (C) THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF

SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES,

AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE WARRANTIES, NON- CONFORMITY, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE. (D) SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT

MISREPRESENTATIONS, CERTAIN INTENTIONAL OR NEGLIGENT ACTS, VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH AN EVENT, THE FOREGOING LIMITATION(S) WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

7.2.Nature of Claims and Failure of Essential Purpose . The waivers and limitations in this Section 7 (Limitations of Liability) are agreed - upon allocations of risk constituting in part the consideration for Trimble’s performance under the Agreement, and will survi ve and apply even if any limited remedy in the Agreement fails of its essential purpose.

8.Indemnification. Reserved.

9.Insurance. Trimble shall obtain the following insurance: (1) Cyber Liability , in an amount no less than $ 1,000,000 per claim / $2,000,000 aggregate, and (2) Workers Compensation insurance at the statutory limit along with Employers Liability coverage with a limit of not less than $1,000,000 per accident for bodily injury and disease. The insurance obtained by Trimble shall be primary and noncontributory.

Waiver of Subrogation: Trimble shall require the insurer issuing the Cyber Liability and Workers’ Compensation / Employer’s Liability 108

insurance to waive all rights of subrogation against the Customer for losses paid under the policy that arise from services performed under this Agreement. This waiver applies regardless of whether or not Trimble received a waiver of subrogation from the insurer.

10.Confidentiality.

10.1.Definition. “Confidential Information” means information disclosed to the receiving party under the Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confident ial due to its nature and the circumstances of its disclosure. Trimble’s Confidential Information includes, without limitation, the terms and conditions of the Agreement, and any technical or performance information about the Offerings, including the Documentation.

10.2.Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing party’s Confidential Information using the same degree of care it uses for its own information of like importance (but not less than reasonable care), (b) will not share the disclosing party’s Confidential Information with third parties except as permitted in the Agreement or with the disclosin g party’s prior written or electronic consent, and (c) will only use Confidential Information to fulfill its obligat ions and exercise its rights in the Agreement. The receiving party may disclose Confidential Information to its employees, agents, Affiliates, contractors, and other representatives (collectively, “Representatives”) having a legitimate need to know (including, for Trimble, its subcontractors), provided (i) the Representatives are subject to confidentiality obligations no less protective than those in this Section 9 (Confidentiality), and (ii) the receiving party is responsible for any breach of this Section 9 (Confidentiality) by the acts or omissions of its Representatives.

10.3.Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party or its Representatives, (b) it rightfully knew or possessed on a non- confidential basis prior to receipt under the Agreement, (c) it rightfully received from a third party without obligation of confidentiality, or (d) it independently developed without using the disclosing party’s Confidential Information. Supplementa l Terms may have additional exclusions.

10.4.Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party, the other party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this Section 9 (Confidentiality), without proof of actual damages or the requirement of posting a bond or other security.

10.5.Required Disclosures. Nothing in the Agreement prohibits either party from making disclosures if required by Law or government or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort by the other party to obtain confidential treatment.

11.Intellectual Property Rights.

11.1.Trimble IP. As between the parties, except for any limited usage rights set forth in any Supplemental Terms, Trimble and its suppliers have and will retain all Intellectual Property Rights in and to Trimble IP and all copies, modifications, and derivative works thereof.

No Intellectual Property Rights are granted by Trimble to Customer except as expressly provided under the Agreement.

11.2.Feedback. Customer may from time to time provide suggestions, comments, or other feedback (collective, “ Feedback”) to Trimble with respect to the Offerings. Both parties agree that all Feedback is and will be given entirely voluntarily, and shall not be considered Confidential Information of Customer. Customer shall not provide any Feedback that is subject to licens e terms that seek to require any of Customer’s products, technology, service, or documentation incorporating or derived from such Feedback, or any of Customer’s intellectual property to be licensed or otherwise shared with any third party. Customer hereby grants to Trimble and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and otherwise exploit the Feedback.

12.Personal Information; Data Protection.

12.1.This Section 11 (Personal Information; Data Protection) applies if Customer is a legal person (i.e., a business or legal enti ty). All Laws relating to the protection of privacy and data protection are referred to as “Data Protection Legislation”. “Personal Information” is defined as in the Applicable Data Protection Legislation, or if no definition is provided, any personally identifiable information which is either (a) provided by Customer or on its behalf, or (b) automatically collected through the Offeri ng on Customer’s behalf. “Applicable”, in this context, means the Data Protection Legislation applicable to Customer at Customer’s principal place of business or to Trimble at Trimble’s principal place of business, and such Laws that the parties mutually agree apply.

12.2.Each party will comply with all Applicable requirements of the Data Protection Legislation. This Section 11 (Personal Information; Data Protection) is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the applic able Data Protection Legislation.

12.3.The parties acknowledge that: (a) when performing its obligations under the Agreement, Trimble processes Personal Information on Customer's behalf, except for user registration and software licensing and usage data, for which Trimble acts as responsible party, and (b) the Personal Information may be transferred or stored, and/or accessed from outside of the country where Customer’s principal place of business is located in order to provide the Software and Trimble's other obligations under the Agreement.

12.4.Customer will ensure that it has all necessary appropriate consents and notices in place to enable (a) lawful transfer of the Personal Information to Trimble for the duration and purposes of the Agreement and (b) Trimble to lawfully use, process and transfer the Personal Information in accordance with the Agreement, including on Customer's behalf.

12.5.If the processing of Personal Information by Trimble is subject to the General Data Protection Regulation ((EU) 2016/679) or the Data Protection Act 2018 of the United Kingdom, then, in addition, at the written request of Customer, the parties will execute an applicable data processing addendum, available at https://www.trimble.com/privacy/DPA-TI-EuroSubs (or any successor url). 109

Transfers of Personal Information from Trimble entities located in Europe, acting as data exporter, to Trimble entities in the USA, acting as data importer, are governed, for the benefit of Customer, by the Standard Contractual Clauses available at the s ame url or upon written request to Trimble.

12.6.If the processing of Personal Information by Trimble is subject to US data protection laws, rules or regulations, then the US Data Processing Addendum for Customer Personal Information (available at https://dl.trimble.com/www/us_dpa_customer.pdf or any successor url) is herein incorporated by reference.

13.Miscellaneous.

13.1.Assignment. Trimble may assign the Agreement upon notice to Customer. Customer may not assign or transfer the Agreement (by operation of law or otherwise) without the prior written consent of Trimble. Any non -permitted assignment is void. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

13.2.Amendments. Trimble may amend the Agreement from time to time with written notice to Customer. Such amendments shall take effect upon the next renewal, if any, of the Agreement, unless Trimble indicates an earlier effective date. If Trimble requir es amendments with an earlier effective date and Customer objects in writing, then Trimble may permit such amendments to take effect upon the next renewal; provided, however, if Trimble declines to permit such later effective date, Customer’s exclusiv e remedy is to terminate the Agreement with notice to Trimble, in which case Trimble will provide Customer a refund of any applicable pre-paid fees for the terminated portion of the current Term. To exercise this termination right, Customer must notify Trimble of its objections within thirty (30) days after Trimble’s notice of the amended Agreement. Once the amended Agreement takes effect, Customer’s continued use of the Offerings constitutes its acceptance of the modifications. Notwithstanding the foregoing, Trimble may modify Documentation upon written notice to Customer to reflect new features or changing practices, provided that the modifications will not materially decrease Trimble’s overall obligations with respect to such Offering(s).

13.3.Waiver and Severability. No waiver of any provision or breach of the Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the Agreement is held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the parties, or if such construction cannot be made, such provision or portion thereof will be severable from the Agreement, provided that the invalidity, illegality, or unenforceability in whole or in part of any provision does not affect the validity of other provisions.

13.4.Force Majeure. Neither party will be liable for any default, delay, or non-performance of its obligations under the Agreement (except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war, terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency, pandemics, or natural disasters, provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable efforts to resume performance of its affected obligations as soon as feasible. Delays or failures that are excused as provide d in this Section 12.4 (Force Majeure) will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure.

13.5.Notices. Any notice or other communication given by either party to the other regarding the Agreement will be deemed given and served when personally delivered or delivered by reputable international courier requiring signature for receipt addressed to the party at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt. Either party may change its notice address by written notice to the other. Customer's notice address will be the address appearing on the Order or SOW. Trimble's notice address will be the applicable address on Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction), or if the Trimble entity is not listed there, then on the Order. In addition, any valid notice to Trimbl e shall include a required copy to: Trimble Inc., Attn: General Counsel - Important Legal Notice, 510 De Guigne Drive, Sunnyvale, CA 94085, USA. Trimble may send operational notices to Customer by email or through the Offering, including, without limitation, modifications of the Agreement or Documentation, suspension, collection, and termination notices related to overdue fees.

13.6.Export Control. Customer acknowledges that the Offerings are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not, and will not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Offerings or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist- supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, Laws of any United States or foreign agency or authority.

Customer warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Offerings are further restricted from being used for the design or development of nuclear , chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. Customer will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) aris ing out of Customer’s failure to comply with the terms of this Section. Customer’s obligations under this Section 12.6 (Export Control) will survive the termination of the Agreement for any reason whatsoever.

13.7.Anti-Corruption Compliance. Each party, and any third party acting on its behalf, will comply with all applicable United States and international anti -corruption and anti -bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others (collectively, “Anti-Corruption Laws”). Each party, and any third party acting on its behalf, will not directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual o r entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage for either party. Each party, and any third party acting on its behalf, also will not solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any acts of a party or any third party acting on its behalf. 110

13.8.GSA. Offerings purchased or licensed under Trimble’s United States General Services Administration ("GSA") Schedules are subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.

13.9.Governing Law and Venue. The sole and exclusive governing Law, jurisdiction, and venue for the Agreement and all Disputes shall be:
(1) as set forth in the Order, if any, or (2) otherwise, as set forth on Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction), in each case to the exclusion of all others; provided that Trimble may elect to bring action in courts w ith jurisdiction for Customer’s location. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of laws provisions giving rise to a different result do not apply. No Dispute may be brought by either party more than one (1) year after such Dispute accrued, except that an action for nonpayment may be brought within two (2) years after the due date. Each party hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdiction.

13.10.WAIVER OF JURY TRIAL – UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY

JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY LAW, ANY RIGHT IT MA Y HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF

ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER

OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH SUCH LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM IS FILED.

13.11.Region-Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit B (Region-Specific Terms).

13.12.Publicity. Customer agrees that (a) Trimble may issue a press release in the form approved by the parties regarding the parties' entry into the Agreement, and (b) Trimble may identify Customer (including through use of its name and logo) as Trimble’s customer, including on Trimble’s website, and may include Customer in its customer list and marketing materials, but will cease this use upon Customer’s written request.

13.13.Headings; Language. The headings in the Agreement have been inserted for convenience only and shall have no substantive effect.

The language of all parts of the Agreement shall in all cases be considered as a whole, according to its fair meaning, and no t strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of the Agreement shall be considered jointly drafted.

13.14.Subcontractors. Trimble may use subcontractors in the performance of its obligations under the Agreement, and will be responsible for the acts and omissions of its subcontractors in their performance of Trimble’s obligations in the Agreement.

13.15.No Third-Party Beneficiaries. Except as may be expressly stated in any Supplemental Terms, there are no third -party beneficiaries under the Agreement.

13.16.Independent Contractors . Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized representative of, the other party.

13.17.Entire Agreement. The Agreement sets forth the entire understanding between the parties in connection with its subject matter, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Customer’s acceptance, orders, or associated purchase documentation are hereby rejected and will be of no effect.

13.18.Counterparts. The Agreement, or portions thereof, may be executed in several counterparts and, if applicable, by each party on a separate counterpart, each of which, when so executed and delivered will be an original, but all of which together will constitute but one and the same instrument. A signature, digital signature, or electronic signature delivered through other means (e.g., email) shall have the same force and effect as an original ink signature. 111

Exhibit A
Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction

Customer Location* Trimble Entity and Notice
Address**
Governing Law Exclusive
Venue/Jurisdiction
United States
Trimble Inc.
10368 Westmoor Drive
Westminster, CO 80021 USA
State of Delaware State and Federal Courts
located in Wilmington,
Delaware, USA
Belgium Trimble Belgium BV,
Geldenaaksebaan 329 3001
Leuven, Belgium
Belgium Courts in Brussels,
Belgium
Canada Trimble Canada Corporation
600-1741 Lower Water Street
Halifax, Nova Scotia B3J 0J2,
Canada
Province of Ontario, and the
federal laws of Canada
applicable therein
Provincial and federal
courts located in
Toronto, Ontario
France Trimble France S.A.S.
1 quai Gabriel Péri
94340 Joinville-le-Pont,
France
France Courts in Paris, France
Any other country or
geography not
specified above
Trimble Europe B.V.

Industrieweg 187a,
5683 CC Best,
The Netherlands
The Netherlands Courts of Amsterdam,
the Netherlands

* Customer location is Customer’s billing address specified on the Order, or if none, then the address provided by Customer to Trimble when registering its online account. ** Addresses for Trimble entities not listed shall be as set forth on the Order or SOW. See additional required notice address for Trimble in Section 12.5 (Notices).
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Exhibit B
Region-Specific Terms
Table of Contents
● Australia
● France
● The Netherlands

Australia

For Customer who purchase Offerings in Australia, the following provisions apply:

(a) For the purposes of this section, “Australian Consumer Law” means the Australian Consumer Law set out at Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, and “ Non-excludable Condition” means the consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which Customer may be entitled. (b) To the extent permitted by Law, Trimble’s liability in relation to breach of any such Non- excludable Condition shall be limited, at its option, as follows: (i) in the case of the goods, to repairing or replacing the goods, supplying equivalent goods, or paying the costs of repairing or replacing the goods or acquiring equivalent goods; and (ii) in the case of the services, to re-supplying the services or paying the cost of re-supplying the services. (c) Nothing in the Agreement excludes, restricts or modifies any Non-excludable Condition.

Nothing in the Agreement is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time.
(e) Where Order(s) are a “Small Business Contract” within the meaning of the Australian Consumer Law:
(i) Trimble shall not accelerate Customer’s unbilled future fees under any Order(s); (ii) Customer’s indemnification obligations under the Agreement are reduced to the extent Trimble’s acts or omissions contributed to or caused the claims, costs, damages, losses, liabilities, and expenses suffered by Customer;
(iii) Trimble’s liability in relation to breach of any Non-excludable Condition will be an Excluded Claim; and (iv) No dispute or legal action arising under the Agreement may be brought by either party more than three years after such cause of action accrued.

France
Section 3.4 is hereby amended and restated to read as follows:

Section 3.4 Late payments will bear interest at the rate of 1.5% per month or the minimum rate allowed by Law (currently three (3) times the legal interest rate), whichever is higher, measured from the date on which the sums concerned became due until the date on which full payment is received. Collection fees of a minimum amount of 40 € will be added in accordance with Article L. 441-10.II of the Commercial Code. Customer will be liable for all other costs of collection of past due amounts (including court costs and attorney's fees incurred by Trimble). If the Customer does not dispute an invoice amount in writing by the due date of the invoice, the Customer shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it.

A dispute over part of an invoice or amount due shall entitle the Customer to withhold or delay payment of the disputed part only.

The following is hereby added as Section 7.1 (e ):
(e) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF ITS OBLIGATIONS BY THE OTHER PARTY.

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The Netherlands

The provisions of Section 4.2 (Termination) are the sole grounds for the termination of the Agreement, and to the extent permitted by Law, the right of Customer to rescind the Agreement and claim damages on the basis of statutory Law (including but not limited to sec. 6:265 Dutch Civil Code) is excluded.

THE LIMITATION OF LIABILITY IN SECTION 7 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY

COMPENSATION UNDER A WARRANTY MENTIONED IN THESE TERMS OR RELATED CONTRACTS OR DOCUMENTS AND THE RESTITUTION OBLIGATIONS (ONDEDAANMAKINGSVERPLICHTINGEN) AND INDEMNIFY FOR DAMAGES. LIABILITY FOR DEATH OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.

The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any Agreement between Trimble and any person who is not a consumer. 114

Addendum #2
Supplemental Terms for Software and Subscriptions
Version 1.1 (Last Updated: October 7, 2023)

1. Definitions. Capitalized terms not defined herein have the meanings given in the General Terms.

1.1. “ Active Project” means any Project on which the Software may be used by Customer during any Annual Subscription Term.

1.2. “Annual Subscription Term” means each 12-month period of a Subscription Term.

1.3. “ Anonymized Data” means any data collected in connection with the Offerings (including Customer Data) that has been aggregated and/or de- identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the da ta when it is shared outside of Trimble or its Affiliates.

1.4. “Authorized User” means any employee of Customer or third-party user authorized by Customer to access and use the Offerings on Customer’s behalf in accordance with the Agreement, including, without limitation, Section 6.6 (Third-Party Access).

1.5. “Correction Services” means subscription-based services that provide GNSS position correction data.

1.6. “Concurrent User” means any type of User authorized by Customer to access and use the Offerings on Customer’s behalf simultaneously at a given point in time.

1.7. “Customer Data” means any information, documents, materials, or other data of any type that is input by or on behalf of Customer into the Offerings or that is created or generated by Customer through Customer’s use of the Offerings, including without limitation information or data that is submitted manually by Authorized Users or through a Third-Party Platform. For clarity, Customer Data expressly excludes Usage Data.

1.8. “Customer Group” means Customer’s business units, Affiliates, or Joint Ventures, if any, listed in the Order that may authorize Authorized Users to use the Offerings on behalf of those business units, Affiliates, or Joint Ventures.

1.9. “ Gross Annual Revenue ” or “GAR ” means Customer's (and Customer Group's, if applicable) income and revenue from all sources, before expenses or taxes, calculated on an annual basis according to generally accepted accounting principles and as reported in company financial statements. The various equivalent definitions may be used interchangeably.

1.10. “ Joint Venture ” means a business arrangement in which Customer and one or more other third parties agree to pool their resources to accomplish a Project or other commercial enterprise.

1.11. “License Keys” means electronic passwords, authorization codes, or other enabling mechanisms provided for use with the Offerings.

1.12. “Named User” means any type of Authorized User designated by Customer by name or other identifier to access and use the Offerings on Customer’s behalf.

1.13. “Prohibited Data” means any (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“ HIPAA”); (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS); (c) information subject to regulation or protection under the Children’s Online Privacy Protection Act or Gramm - Leach Bliley Act, or (d) any other information which is regulated under Laws and is not required for use of the Software for its intended purpose.

1.14. “Project” means the initiation, delivery, operations, and maintenance of a construction project.

1.15. “Provision Date” means the date on which Trimble first provides access to the Offerings. For an Offering bundle comprised of multiple Software, the Provision Date will be the date on which the entire Offering bundle becomes fully provisioned.

1.16. “Subscription” means access to any Software, Support, Correction Services, content, data, or other information, in each case made availab le for the applicable Subscription Term(s).

1.17. “Support Terms” means the then-current Supplemental Terms for Support and Maintenance available at https://www.trimble.com/en/legal/customer-terms or any successor url.

1.18. “Third-Party Materials” means any third-party data, content, or proprietary software. Third-Party Materials is not part of Software.

1.19. “Project Budget” means the total projected cost allocated to carry out, manage, and complete one or more Active Project(s) over the entire Subscription Term. The various defined terms are equivalent and may be used interchangeably, including in other defined terms.

1.20. “Total Project Value” or “Project Value” means Project Budget divided by the number of Annual Subscription Terms in the Subscription Term (and not any renewal). The various defined terms are equivalent and may be used interchangeably, including in other defined terms.

1.21. “Usage Limitations” means Customer’s authorized scope of use for the Offerings as specified in the applicable Order, Supplemental Terms, or Documentation, which may include any user (e.g., Named User, Concurrent User, etc.), seat, copy, instance, data storage, CPU, computer, field of use, location, project, or other restrictions.

1.22. “Usage Data” means Trimble’s technical logs, data, and learnings about Customer’s use of the Offerings, excluding Customer Data.

2. Generally

2.1 Offerings.
(a) Subscriptions (other than Licensed Software). Customer may access and use the Subscriptions during the Subscription Term only for its internal business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Unless otherwise specified by T rimble, any Licensed Software provided with a Subscription is subject to the terms applicable to Licensed Software under the Agreement. (b) L icensed Software . Trimble hereby grants Customer a non -transferable, non-sublicensable, non-exclusive license, during Term, to install, copy, and use the Licensed Software on systems or devices under Customer’s control only for its internal business purposes in accor dance with the Documentation, Usage Limitations, and the Agreement. Licensed Software is licensed, not sold. Any Licensed Software deployed through hosting services delivered by Trimble are subject to the terms and conditions applicable to Licensed Software.

2.2 A
uthorized Users. Only Authorized Users may access or use the Offerings. User IDs are granted to individual, named persons, and each Authoriz ed User will keep login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users’ compliance with the Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use an Off ering on Customer’s behalf, Customer will promptly de- activate such Authorized User’s access. Unless expressly permitted in the Order, Supplemental Terms, or Documentation, Customer may not transfer Authorized User status from one individual to another. Customer will promptly notify Trimble if it becomes aware that any of its Authorized User login credentials have been compromised. 115

2.3. Restrictions. Customer will not (and will not permit, encourage, or assist anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Offerings to a third party; (b) use the Offerings on behalf of, or to provide any product or service to, third parties; (c) use the Offerings to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to any element of the Offerings, except to the extent expressly permitted by Law (and then only after providing prior written notice to Trimble); (e) modify or create derivative works of the Offerings or copy any element of the Offerings (other than in connection with making copies of Licensed Software authorized under the Agreement); (f) remove or obscure any proprietary notices in the Offerings; (g) publish benchmarks or performance information about the Offerings, except to the extent expressly permitted by Law; (h) interfere with the Offerings’ operation or its use by others, circumvent its access restrictions or, without the prior written permission of Trimble, conduct any security or vulnerability test of the Offerings; (i) transmit any viruses or other harmful materials to the Offerings; (j) submit to the Offerings any information that is inappropriate, defamatory, obscene, salacious, or unlawful, or use the Offerings to defame, harass, stalk, threaten, or otherwise violate the rights of others; (k) use the Offerings to advertise, offer to sell or buy goods, or otherwise for business promotional purposes; (l) for Licensed Software, unless expressly permitted in the Order, Supplemental Terms, or the Documentation, use or host any Licensed Software in a virtual server envir onment, or (m) for Corrections Services, re-broadcast the Corrections Services without the prior written consent of Trimble.

2.4 F
ree Versions; Trials and Betas. “ Free Versions” means any Offerings made available to Customer for use without a fee. “Trials and Betas” means any Offerings or any features thereof made available on a evaluation or trial basis or as an alpha, beta, or early access off ering, in any case free or otherwise. Unless otherwise set forth in the Documentation or the Agreement, Customer may only use Free Versions in a non -production environment and for non- commercial purposes, and Trials and Betas may only be u sed solely for Customer’s internal evaluation to determine whether to purchase a license or subscription to the Offerings. The evaluation term for Trials and Betas shall be 30 days unless otherwise designated by Trimble in writing. Free Versions and Trials and Betas are optional, and Trimble may cease making available such Offerings at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Trimble may never release, and their feature s and performance information are Trimble’s Confidential Information. In the event Customer has purchased Services related to any Free Version or Trial and Beta, any unused Services upon any termination or expiration of the applicable term for the Free Version or Trial and Beta shall be forfeit. Notwithstanding anything else in the Agreement: (a) Trimble has no obligation to retain Customer Data used with Free Versions and Trials and Betas; (b) Trimble provides the Free Versions and Trial and Betas “AS -IS” with no warranty, indemnity, se rvice levels, or support; (c) Trimble’s liability for Free Versions and Trials and Betas will not exceed US$50, and (d) either party may terminate access to a Free Version or Trial and Beta, for any reason or no reason, immediately upon written notice to the other party.

2.5 E ducational Versions. For any version of the Offerings designated as “educational,” or a similar term, Customer may use the Offerings solely for educational purposes - e.g., by an instructor or a student at an educational institution and while engaged in educational work. Such educational versions may not be used (a) by any other person; (b) by any educational institution for any non- educational purposes; or (c) for any for -profit purpose, including professional work or training offered for a fee, or by commercial entities.

2.6 D elivery . Offerings and License Keys, if any, will be delivered by electronic means unless otherwise specified on the applicable Orde r. Delivery is deemed to occur on the date on which the Offering and License Key, if any, are first made available to Customer.

2.7 S oftware Activation and Metering; Audits.
(a) Offerings may gather and transmit to Trimble license usage, compliance, and activation data. Customer will not disable, modify, or interfere with the operation of any such functionality of the Offerings. Trimble may use the foregoing information to validat e the authenticity of Authorized Users, to confirm Customer’s compliance with the Agreement, to register the Offerings, to monitor and validate com pliance with Usage Limitations, for license metering, and to protect Trimble against unlicensed or illegal use of the Offerings. (b) Upon Trimble’s written request, Customer shall certify in writing that its use of the Offerings is in full compliance with th e Agreement (including any Usage Limitations). In addition to the other license compliance monitoring rights in the Agreement, Trimble, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit Customer’s records and use of the Offerings to confirm Customer’s compliance with the Agreement. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with Customer’s business activities. Customer is responsible for such audit costs only in the event the audit reveals that the use is not in accordance with the Usa ge Limitations or other licensed scope of use and for unpaid fees. Customer shall promptly pay all unpaid fees.

3. Data Usage and Ownership.

3.1 Ownership. Except for Trimble’s limited rights set forth in the Agreement, as between the parties, Customer retains all Intellectual Property Rights in Customer Data. Trimble owns all Intellectual Property Rights in Anonymized Data and Usage Data.

3.2. L imited Usage Rights. Customer hereby grants to Trimble and its Affiliates the non -exclusive, worldwide, irrevocable, royalty-free right: (i) to use Customer Data during the Term to provide the Offerings, Support, and Services to Customer; (ii) to use and disclose Customer Da ta as otherwise permitted pursuant to the Agreement or any written consent or instructions of Customer; and, (iii) subject to Trimble’s confidentiality obligations in Section 9 (Confidentiality) of the General Terms and all applica ble Data Protection Legislation, to use Customer Data in perpetuity to develop, maintain, and improve the products, software, and services of Trimble or its Affiliates, including, without limitation, analytics, model training, and machine learning.

3.3 A ccess. Customer will not have access to Customer Data after termination or expiration of the Term, unless otherwise indicated in the Order, Supplemental Terms, or the Documentation, or the parties agree otherwise in writing.

3.4 C onfidentiality . In the event of any conflict between the terms of Section 9 (Confidentiality) of the General Terms and this Section 3 (Data Usage and Ownership), the terms of this Section 3 (Data Usage and Ownership) will control.

4. Customer Obligations.

4.1 Dependencies and Compatibilities. If Customer enables Dependencies or Compatibilities with an Offering, Trimble may access and exchange Customer Data with the Dependencies or Compatibilities on Customer’s behalf. Trimble will have no liability or obligations under the Agreement with respect to how any Dependencies or Compatibilities uses or processes Customer Data. If Trimble hosts any Dependency or Compatibilities at Customer’s request, Customer represents and warrants to Trimble that Customer has all rights necessary. Trimble may charge additional fees for such hosting services.
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4.2 No Prohibited Data . Customer will not use the Offerings with Prohibited Data. Customer acknowledges that the Offerings are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Trimble is not a Business Associate as defined under HIPAA.

4.3 C ustomer Data . Customer is responsible for its Customer Data, including its content, accuracy, and compliance with Laws. Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to use its Customer Data with the Offerings and grant Trimble the rights in Section 3 (Data Use and Ownership), all without violating or infringing Laws, third- party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that apply to its Customer Data. If Customer utilizes data fields available in the Offerings to store data not required for the normal use and operation of the Offerings for their intended purpose, Customer a grees that Trimble is not responsible for, and will not be liable in any manner for such data, and Customer assumes all risks associated with, and agrees to hold Trimbl e harmless from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fee s) related to or arising from, Customer’s use of data fields to store such data.

4.4 E xcluded Claims . In addition to the Excluded Claims stated Section 7 (Limitation of Liability) in the General Terms, the following shall als o be Excluded Claims for purposes of the Agreement: Section 10 (Indemnification) of these Software Terms and any breaches of Sections 2.3 (Restrictions) or Section 4 (Customer Obligations) of these Software Terms.

4.5 L icense Compliance. Customer shall promptly notify Trimble if Customer become aware of (i) any breach of confidentiality obligations regarding the Offerings, or (ii) any infringement (whether actual or alleged) of Trimble's intellectual property rights in the Offerings, or (iii) any unauthorized use of the Offerings by any person, and provide reasonable assistance to Trimble in connection with any suit or proceeding relating to such events.

4.6. U sage Limitations. Customer will comply with all Usage Limitations. If Customer exceeds the Usage Limitations during the Term, Trimble may invoice Customer for the use that exceeded the applicable Usage Limitations at Trimble’s then-current list price, and Customer shall pay in accordance with the Agreement. The parties may also agree on a Usage Limitation adjustment, in which case Customer must sign a new Order and pay the applicable fees.

4.7 F ee Criteria. If the Order states Software is made available based on GAR, Project Budget, Total Project Value, population, specific -department usage, Affiliate-limitations, or similar criteria (any such criteria, the “Fee Criteria”), the fees for that Software are calculated based on that Fee Criteria as of the date of Order issuance by Trimble. Unless otherwise provided the Order, if the Fee Criteria increases by more than 10% during the Subscription Term, (i) Customer shall promp tly notify Trimble in writing, (ii) Trimble has the right to adjust such fees based on changes in the Fee Criteria and its then-current list price for that Software (including on a prorated basis for the current term), and (iii) Customer shall pay any applicable additional fees upon receipt of the invoice in accordance with the Agreement. At the request of Trimble, Customer will promptly provide documentation satisfactory to Trimble evidencing Customer’s then-applicable Fee Criteria.

5. Suspension of Access. Trimble may suspend Customer’s access to an Offering, without liability, and in whole or in part, if (a) Customer breaches any Usage Limitations, Sections 2.2 (Authorized Users), 2.3 (Restrictions), 4 (Customer Obligations) or 6.2 (Offering Content); (b) Customer’s account is five (5) business days or more overdue; or (c) immediately if Customer or any of its Authorized Users’ acts or omissions t hreaten the integrity, availability, or security of the Offerings or Trimble’s systems, products, or infrastructure (provided Trimble will use commercially reasonable efforts to provide Customer with advance notice of such suspension where Trimble determines exigent circumstances do not exist). Trim ble will lift such suspension once the related issue or failure is cured to Trimble’s reasonable satisfaction. Fees will continue to apply during the suspension period.

Customer may be prohibited from entering new Customer Data or processing or accessing existing Customer Data and data reports during the suspension period. If Customer attempts to access or manipulate Customer Data utilizing third -party software during suspension, Trimble disclaims and Customer holds Trimble harmless from any responsibility or liability relating to lost or altered Customer Data or related damages.

6. Certain Features. The following provisions apply to the extent applicable to the Offerings.

6.1 Third-Party Materials . The Offerings may provide Customer with access to Third -Party Materials. Third -Party Materials are not part of the Offerings. To the extent specified by Trimble (including in any Supplemental Terms or Documentation), use of the Third- Party Materials may be subject to additional terms or restrictions (“ Third-Party Terms”). Customer is solely responsible for its compliance with any Third- Party Terms, and failure to comply with such terms may result in termination of Customer’s right to access any features of the Offerings that utilize such Third -Party Materials. If no Third -Party Terms are specified, Customer may use Third -Party Materials solely in support of Customer’s authorized use of the Offerings in accordance with the Agreement.

6.2 O ffering Content . “Offering Content” shall be any Trimble IP or Third-Party Materials made available as data or information through the Offering, whether included as part of the Offering or as a separate subscription. Any Offering Content that is Trimble IP will be deemed part of the Offeri ng.

Any Offering Content that is Third- Party Materials shall be subject to any applicable Third -Party Terms. If no Third -Party Terms apply, then unless otherwise authorized by Trimble in writing or the applicable Documentation, such Third- Party Materials, and any derivative thereof, may only be used or accessed by an Authorized User. Third- Party Materials will be used solely for Customer’s internal purposes during the Term and must be accessed pursuant to a manual Authorized User request. Customer will not: (i) access, extract, or download any Third -Party Materials, or portions thereof, in batch or en masse by any means; (ii) use any device, software, or routine to bypass any hardware or software that prohibits volume requests for information; (iii) sell, offer to sell, rent, sublicense, or transfer any copies of theThird-Party Materials, or portions thereof, to a third party or allow a third party to use the Third-Party Materials; (iv) use the Third-Party Materials to develop services or products for sale or include any portion of the Third-Party Materials in any product or service; (v) use any portion of the Third -Party Materials to create a competitive service, product, or technology; (vi) recreate the Third -Party Materials or create otherwise a separate database or other repository of Third -Party Materials; (vii) use Third-Party Materials to train, augment, or correct another database or information repository; (viii) unless other specified in th e Documentation, permit any individual other than an Authorized User to access or use the Offering Content and any derivative thereof, or (ix) make any portion of the Third-Party Materials available to the public in any manner. Upon notice from Trimble and/or any termination or expiration of the Term, Customer will immediately cease using and delete/destroy all electronic and physical copies of Third-Party Materials.

6.3 O pen Source. The Offerings may incorporate third -party open source software (“ Open Source”), as listed in the Documentation or otherwise made available by Trimble. To the extent the terms of the Open Source license prohibit the terms of the Agreement from applying to the Open Source, the terms of the Open Source license will apply to the Open Source on a stand-alone basis instead of the Agreement.

6.4 Third-P
arty Application Stores .
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(a) Purchase from Application Store. If Customer obtains the Offering (or portions thereof) through a third -party application store, marketplace, or other site or service (each, an “Application Store”), such Application Store is considered a reseller. All fees are non-refundable once paid. Customer’s download of the Offering may be subject to other terms as specified by the operator of the Application Store from which Customer downloaded the Offering.
(b) A pple- Specific Terms. If Customer downloaded the Offering from Apple Inc.’s (“Apple ”) Application Store, the following terms are part of the Agreement. The Agreement is between Customer and Trimble, and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third-party beneficiaries of the Agreement and will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Customer as a third-party beneficiary. To the maximum extent permitted by Law, Apple will have no warranty obligation with respect to the Offering, and, as between Apple and Trimble, any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty will be Trimble’s responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services w ith respect to the Offering. As between Trimble and Apple, Trimble is solely responsible for the Offering and for addressing any claims Customer or any third parties have about the Offering or Customer’s possession or use of the Offering, including without limitation (i) product liability claims; (ii) any claim that the Offering fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Offering or Customer’s possession or use of the Offering infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, or discharge of such claim.

6.5 S ecurity for SaaS or Hosting Services for Licensed Software. This Section 6.5 (Security for SaaS or Hosting Services for Licensed Software) applies to Offerings that are SaaS or hosting services for Licensed Software. During the Term, Trimble or its third party hosting pro vider(s) will use commercially reasonable efforts to establish and maintain reasonable administrative, physical, and technical safeguards designed to protect (a) the security, confidentiality, and integrity of Customer Data; (b) against anticipated threats or hazards to the security, confidentiality, and integrity of Customer Data; (c) against unauthorized access to or use of Customer Data; and (d) against unlawful processing, accidental destruction, or loss of Customer Data. In the event Trimble is not in bre ach of the foregoing obligations and an unauthorized third party nonetheless gains access to the Customer Data, such disclosure of Customer Data in such circumstances shall not be a breach of Section 9 (Confidentiality) of the General Terms. In the event of any conflict between the terms of Section 9 (Confidentiality) of the General Terms and this Section 6.5 (Security for SaaS or Hosting Services for Licensed Software), the terms of this Section 6.5 (Security for SaaS or Hosting Services for Licensed Software) will control.

6.6 T
hird-Party Access.
(a) Contractors and Affiliates. Unless prohibited by Trimble in the Order, Documentation, any Supplemental Terms, or otherwise by Trimble in writing, Authorized Users may include individuals who are contractors or consultants of Customer or employees, contractors, or consultants of it s Affiliates; provided, however, any such access and usage may require additional fees as described in Section 4.7 (Fee Criteria), if applicable. (b) O ther Third -Parties. If expressly authorized by Trimble in the Order, Documentation, any Supplemental Terms, or otherwise by Trimble in writing, the Offerings may allow Customer to invite other third parties to become Authorized Users and/or access Customer Data. (c) Ge nerally . Customer authorizes Trimble to share Customer Data with any third -party Authorized Users or as otherwise instructed by Customer.

Customer is solely responsible for such third-parties’ compliance with the Agreement and for any and all acts or omissions of any such third parties.

Such third parties are not intended third-party beneficiaries under the Agreement. Trimble shall have no liability for any act or omission of any such third party, including by way of access or use of Customer Data. Such third-party access or use of the Offerings must be solely and exclusively for the benefit of Customer, and any other purpose is prohibited. For clarity, as between Customer and any such third parties, any data or other information uploaded by such third party to the Offerings on Customer’s behalf will be deemed Customer Data of Customer. (d) C ustomer as a Third -Party. In the event that Customer is invited to access an Offering as a third party, any data or other information uploaded by Customer on behalf of such third party shall be deemed “Customer Data” of such third party.

7. Support. If Customer is eligible for Support and pays any applicable fees, Trimble will make such Support available in accordance with the Support Terms or as Trimble may otherwise expressly provide in writing. Unless otherwise set forth in writing by Trimble, Supp ort is not available for Free Versions or Trials and Betas.

8. Term and Termination.

8.1 Perpetual License. If Customer purchases a perpetual license to Licensed Software, Customer’s license to the Licensed Software will continue i n perpetuity subject to the terms and conditions of the Agreement. Support for Licensed Software is purchased separately unless otherwise indicated by Trimble in writing or on an Order.

8.2 S ubscriptions .
(a) Subscription Term. If Customer purchases access to a SaaS or a license to Licensed Software for a limited period of time, the duration of the initial term and any renewals are as set forth in the Order (collectively, the “Subscription Term(s)”). Notwithstanding anything to the contrary in the Order, the start date for each Subscription Term for each Offering will begin on the Provision Date for that Offering. For clarity, each Offering may have a different Provision Date.
(b) A
dditional Subscriptions . If Customer previously purchased one or more Subscriptions for a particular Offering (“Existing Subscription (s)”) and subsequently purchases one or more additional Subscriptions (for any Offering) while the Existing Subscription(s) is in effec t (the “ Additional Subscription(s)”), the duration of the Subscription Term for the Additional Subscription will be as set forth in the Order. Unless otherw ise set forth by Trimble in writing, all Customer’s Subscriptions shall have the same end date and Trimble may invoice all fees for all such Subscriptions on a single invoice.

8.3 E ffect of Termination. Upon expiration or termination of the Agreement or the Order, Customer’s right to use the Offerings will cease and Customer will immediately cease any and all use of and access to the Offerings and will delete (or, upon request, return) all copies of any Offerings.

At the disclosing party’s request upon expiration or termination of the Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in S ection 3 (Date Usage and Ownership)). Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to the Agreement’s confidentiality restrictions.

8.4 S urvival . In reference to Section 4.3 of the General Terms (Survival), the following Sections of these Software Terms survive any exp iration or termination of the Agreement: 1 (Definitions), 2.3 (Restrictions), 3.1 (Data Usage and Ownership), 4 (Customer Obligatio ns), 8.3 (Effect of 118

Termination), 8.4 (Survival), 9.3 (Additional Disclaimers), and 10 (Indemnification). Except where an exclusive remedy is provided, exercising a remedy under the Agreement, including termination, does not limit other remedies a party may have.

9. Warranties and Additional Disclaimers.

9.1 Limited Warranty. Subject to the Agreement and any mandatory Laws to the contrary, Trimble warrants to Customer that during the Warranty Period, the Offerings will perform materially as described in the Documentation. The “Warranty Period” is (a) 90 days for Licensed Software licensed on a perpetual basis, and (b) for the duration of the applicable Subscription Term, for any Subscriptions. Notwithstanding the foregoing, Trimble makes no warranties with respect to Correction Services, which are provided as-is and as-available.

9.2 W arranty Remedy .
(a) If the Offering fails to conform to Section 9.1 (Limited Warranty) during the Warranty Period, Customer may make a reasonably detailed warranty claim within 30 days of discovering the issue. For any such claims reported by Customer within such period that Trimble determines are valid, Trimble will correct such non -conformity by issuing corrected instructions, a restriction, or a bypass, or by replacing the Offerings, at Trimble’s option. Subject to any mandatory Laws to the contrary, these procedures are Customer’s exclusive remedy, and Trimble’s entire liability, for the failure of the Offerings to conform to the warranty in Section 9.1 (Limited Warranty). (b) The foregoing limited warranty only applies if and to the extent that (i) any Offering associated with the warranty is properly and correctly installed, configured, interfaced, maintained, stored, and operated in accordance with the Documentation, and (ii) any Offerings associated with the warranty is not modified or misused. The foregoing limited warranty does not apply to (1) issues caused by unauthori zed use or modifications; (2) unsupported or unauthorized versions of any Offerings; (3) operating the Offerings under any specification other than, or in addition to, the Documentation; (4) issues in or resulting from Dependencies, Compatibilities, or third- party systems, products, or services; or (5) Free Versions, Trials and Betas or other similar versions.

9.3 Additional Disclaimers. Trimble makes the following disclaimers in addition to Section 6 (Warranty Disclaimer) in the General Terms. (a) General. TRIMBLE MAKES NO EXPRESS WARRANTY THAT CUSTOMER’S USE OF THE OFFERINGS WILL BE UNINTERRUPTED, ERROR -FREE, OR FREE OF VIRUSES OR OTHER MALWARE OR PROGRAM LIMITATIONS; THAT TRIMBLE WILL REVIEW CUSTOMER DATA FOR ACCURACY; OR THAT TRIMBLE WILL MAINTAIN CUSTOM ER DATA OR OTHER DATA WITHOUT LOSS. TRIMBLE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, SATELLITES, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE TRIMBLE’S CONTROL. TRIMBLE WILL NOT BE LIABLE IN ANY MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE OFFERINGS OR CUSTOMER’S RELIANCE ON SUCH OUTPUT. CUSTOMER IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF CUSTOMER’S USE OF THE OFFERINGS. THIS

RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE OFFERINGS AND THE SELECTION OF THE OFFERINGS TO ACHIEVE INTENDED RESULTS. ANY FORMS, POLICIES, OR OTHER MATERIALS PROVIDED BY TRIMBLE THROUGH THE OFFERINGS OR DOCUMENTATION ARE NOT INTENDED AND SHOULD NOT BE RELIED UPON AS LEGAL ADVICE OR LEGAL OPINION. CUSTOMER SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING THE USE OF ANY SUCH MATERIALS. CUSTOMER IS ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE OFFERINGS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. (b) C
orrection Services Disclaimers . Customer acknowledges that the Correction Services and related network access are subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the underlying carrier service and other natural or manmade conditions. Additionally, motor and ignition noise, metal shielding, and interf erence by users of the same or adjacent radio channels may limit or interfere with Correction Services. Trimble is not responsible for the operation or failure of operation of GNSS satellites or the availability of GNSS satellite signals. (c) T hird-Party Materials . Third- Party Materials are provided “AS IS” and Customer assumes all risk and liability regarding any use of (or results obtained through) Third-Party Materials. Trimble and its suppliers make no warranty or guarantee with respect to any Third-Party Materials, including regarding their accuracy or continued availability or compatibility. (d) D
ependencies and Compatibilities. Trimble makes no warranty or guarantee with respect to any Dependencies, Compatibilities, or other factors outside of Trimble’s control, including their continued availability or compatibility. (e) P rohibited Data . Trimble and its suppliers specifically disclaim any responsibility for, and will not be liable in any manner arising from, any use of the Offerings in connection with Prohibited Data.

10. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third- party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with (a) a ny Cu stomer Data, Dependencies, or Compatibilities, or (b) Customer’s breach of Sections 2.3 (Restrictions), 4 (Customer Obligations), 6.1 (Thi rd-Party Materials), 6.2 (Offering Content), or 6.4 (Third-Party Application Stores) (each, a “Claim”). Trimble will give Customer prompt written notice of any Claim and will cooperate in relation to the Claim at Customer’s expense. Customer will have the exclusive right to control and settle any Claim, except that Customer may not settle a Claim without Trimble’s prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit any liability, pay any amounts or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble may participate in the defense of any Claim at its expense.

11. Government End -Users. Elements of the Offerings are commercial computer software. If the user or licensee of the Offerings is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Offerings or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Offerings were developed fully at private expense. All other use is prohibited.

12. Region-Specific Terms - France. Solely for purposes of Customers who’s billing address is in France, the following shall apply: Prohibited Data included any patient, medical or other protected health information regulated by the French Public Health Code and the GDPR; and Customer’s grant of rights in Section 3.1 (Generally) shall be for so long as the Customer Data is protected by intellectual property law. 119

Addendum #3
Supplemental Terms for Support and Maintenance
Version 1.0 (Last Updated: April 3, 2023)

Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.

1. Scope. Provided that Customer has paid the applicable fees, Trimble shall provide the Support described in these Support Terms during the Maintenance Term (as defined below). The “Maintenance Term” shall be: (a) for Support for SaaS or Licensed Software licensed for a limited term, the applicable Subscription Term, and (b) for Support for Licensed Software licensed on a perpetual basis, the term specified in the Order, or if not specified, for a period of one (1) year.

2. Support.

2.1 During the applicable Maintenance Term, Trimble shall use reasonable efforts to correct or provide a workaround for any reproducible programming error in the Software attributable to Trimble with a level of effort commensurate with the severity of the error, as reasonably determined by Trimble. Upon identification of any programming error, Customer shall promptly notify Trimble of such error and shall provide Trimble with enough information to reproduce the error, including a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered. Trimble shall not be responsible for correcting any errors not attributable to Trimble.

2.2 For certain Software, Trimble may provide additional or different support services or procedures as set forth in the applicable Documentation, support handbook, or other written documentation provided by Trimble, if any (collectively, the “Additional Support Documentation”). If there is any conflict between these Support Terms and such Additional Support Documentation with respect to the description of support services, requirements or procedures, the provisions of such Additional Support Documentation will prevail. Customer agrees and acknowledges that Trimble may use third parties to provide Support on its behalf. Customer expressly consents to Trimble permitting such third parties to access Customer’s information and data to perform the Support for Customer.

3. Licensed Software Updates and Upgrades. During the applicable Maintenance Term, Customer shall be entitled to receive all upgrades and updates to the Software that are publicly released by Trimble. The contents and timing of all upgrades and updates will be decided by Trimble in its sole discretion. Any such updates and upgrades will be deemed to be “Software” and licensed under the terms and conditions of the Agreement, including any applicable software end user terms or license agreement. Updates and upgrades exclude (a) new versions of the Software (e.g., a change to the left of the decimal in the version number [e.g., 1.x to 2.x] or otherwise designated by Trimble), and (b) any separate modules and other functionality for which Trimble charges a separate fee.

4. Limitations and Exceptions. The following matters are not covered (and Trimble will not have any obligations with respect to such matters) pursuant to these Support Terms:

4.1. Any Software for which applicable fees have not been paid;

4.2. Any problem resulting from the misuse, improper use, alteration, or damage of the Software;

4.2. Any problem resulting from improper or inadequate installation, maintenance, or storage of the Software;

4.3. Any problem caused by modifications of the Software not made or authorized by Trimble;

4.4. Any problem resulting from any hardware or software in either case not developed or supported by by Trimble, including, without limitation:
any computers, tablets, disk drives, operating systems, network hardware or software, database, or any other hardware or third-party software;

4.5. Any problem resulting from the combination of the Software with other programming or equipment to the extent that such combination has not been approved by Trimble; and

4.6. Errors in any version of the Software other than the most recent release, provided that Trimble will continue to provide Support for superseded releases for a reasonable period (not to exceed ninety (90) days).

Support excludes on-site visits, installation and training, file conversion, optional products and services, directories, consulting services, shipping charges, or any recommended hardware.

5. Termination or Expiration. Support will automatically terminate with respect to any Software that is no longer licensed for use as a result of expiration or termination of the Agreement, or replacement of the applicable Software with new releases.

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Additional Support Documentation

Version 1.1

1. Generally.

1.1. Trimble shall use the applicable level of effort to correct or provide a workaround for any reproducible error in the Offering attributable to Trimble commensurate with the severity of the error, as reasonably determined by Trimble in accordance with Section 3 (Severity Priority Levels) below.

1.2. For certain Offerings as set forth in Section 2 below, Trimble may provide a customer support portal (the “Support Portal ”), which may allow Customer to submit support requests, report issues, view case histories, search the general knowledge database, and other features, as applicable. In the event of any conflicts between the terms set forth herein and any set forth in the applicable Supportal Portal, the terms herein shall govern.

1.3. For certain Offerings as set forth in Section 2 below, Trimble will provide support to Customer only by communication with th e contacts designated by Customer in the Support Portal or otherwise as instructed by Trimble (each, a " Authorized Support Contact"). Customer may update Authorized Support Contact(s) from time to time as instructed by Trimble. Trimble may require the Authorized Suppo rt Contact(s) to have the relevant technical knowledge regarding the Offerings necessary to assist Trimble as needed.

1.4. Upon identification of any error that cannot be resolved by Customer as first line of support (e.g., via the Support Portal, its internal staff, etc.), then Customer (through its Authorized Support Contact(s)) shall promptly notify Trimble of such error and shall provide Trimble with enough information, assistance, and cooperation to reproduce the error, including a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating conditions under which t he error occurred or was discovered. Trimble shall not be responsible for correcting any errors not attributable to Trimble.

2. Support Portals. Support portals with information about reporting and general availability are described below.

Offering Support Portal*
Authorized Support
Contacts Only?**
AgileAssets https://agileassets.com/techsupport Yes
Cityworks https:mycityworks.force.com Yes
e-Builder (non-Fed
Ramp)
https://www.e-builder.net/customer-center No
e-Builder
(Fed Ramp)
None.*** Yes
Trimble Water https://mytrimblewater.force.com/s/login No * Additional phone numbers and hours of availability for contacting Trimble with support requests may be listed in the Suppor t Portal.
** For any Products that do not require an Authorized Support Contact, any Authorized User of Customer may contact support. *** Authorized Users of e-Builder Enterprise Government Edition may submit support requests by phone (866 -254-1531) or email ([email protected] ). Hours of operation are Monday through Friday 8:00 AM to 6:00 PM Eastern Time. Non- urgent and after-hours support requests should be submitted via email. All support requests submitted via email must include the following information: 1) Authorized User name and email address, 2) Phone number, 3) Account Name, and 4) Brief description of the issue. e- Builder Community and Salesforce are not currently available for the Government Edition.

3. Severity Priority Levels. As soon as reasonably practicable after Customer submits the relevant case information, Trimble will collect additional information and categorize the issue into one of four classifications as set forth below in good faith. Upon Customer submiss ion of the case information, Trimble will use commercially reasonable efforts to issue a Response (as defined below) by the indicated target response goal set forth below. Once the priority level is determined, Trimble will use the level of effort for resolution described below.

Priority Level* Priority Criteria Target Response Goal** Level of Effort for Resolution P1 most urgent and impactful ½ hour Trimble and Customer will prioritize any reasonably available resources to resolve the
situation or identify a work around.

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P2 urgent and impactful, but usually has
an acceptable temporary workaround
½ hour Trimble and Customer will prioritize any
reasonably available resources during
standard business hours to resolve the
situation or identify a work around.

P3 important, but not urgent and
impactful
4 hrs Trimble and Customer will use generally
available resources during standard business
hours to resolve the situation or identify a
work around.

a low priority, informational, or an
enhancement request
24 hrs Trimble and Customer are willing to use
generally available resources during standard
business hours to provide information or
assistance.
* See Priority Matrix and definitions below. The main factors in determining priority level are urgency and impact. Trimble will also consider in good faith any additional relevant facts and circumstances in consultation with Customer that may result in a mutually agreed upon change in priority level.
** The use of the term “hour(s)” refers to business hours based on Trimble’s regular business schedule, and excludes nights, weekends and locally- observed holidays (e.g., 24 hrs equals 3 business days at 8 hrs a day). “Response” means acknowledgment of the issue via the creation of a case number. Determination of priority level will occur as soon as practicable thereafter.

Priority matrix
Impact
Widespread Large Localized Individualized
Urgency Critical P1 P1 P2 P2
High P1 P2 P2 P3
Medium P2 P3 P3 P3
Low P4 P4 P4 P4

Definitions
Impact
Impact is a measure of the number of users,
sites, or devices affected.

Widespread. More than three quarters of users or devices are affected.

Large. (1) Multiple sites are affected or (2) between one-half and three-quarters of users or devices are affected.

Localized. (1) A single site is affected or (2) less than one half of users or devices are affected.

Individualized. A single or a small number of users or devices are affected.

Urgency Urgency is a measure of the severity of the issue on the Customer’s operations.

Critical. Use of Offering as a whole or core functionality is stopped with no work around and with severe immediate impact to the Customer’s operations (e.g., outage).
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Definitions
High. Use of Offering as a whole or core functionality is severely degraded or a work around is available, and with immediate impact to the Customer’s operations.

Medium. Use of Offering or any functionality is not working as expected, and can be addressed through education, training, work around, work order, or a future enhancement.

Low. All other requests that are not the above.

4. Additional Limitations and Conditions.

(a) Unless otherwise expressly provided by Trimble in writing, Trimble does not support: (i) use of the Offering in a manner othe r than as authorized in the Agreement; (ii) conversions of Customer’s databases to accommodate new hardware or software, (iii) Cust omer Data debugging or manipulation, (iv) recurring support issues where Customer failed to initiate corrective actions previously reco mmended by Trimble or to provide information requested by Trimble, (v) implementation, report creation, onsite support, customizations (e.g., scripting or integration), or assistance with server migrations are not included as part of Support, but such services but may be purchased separately, (vi) any Offering where Customer has failed to meet its obligations with respect to the Agreement, including, without limitation, as set forth below.
(b) Customer must (i) require its personnel to obtain adequate training to operate the Offering, (ii) if required by Trimble for the particular Offering, designate Authorized Support Contacts who will submit all support cases to Trimble, (iii) provide internet and/or network access for Trimble when requesting support; and (iv) provide all information and assistance reasonably requested by Trimble related to the support request.
(c) For Licensed Software not hosted by Trimble, Customer is responsible for (i) securing the server environment, local network, and system security and protocols, including having staff qualified to assume responsibility for management administration and support for Customer’s hardware, database, and any Third-Party Materials, Dependencies, or Compatibilities, (ii) maintaining regular and frequent data backups, and recovering such data if necessary from backups maintained by Customer, (iii) establishing a sec ure method of access to Customer’s network as well as maintaining security protocols for Customer’s network; and (iv) incorporating Releases and any associated data migration.
(d) If any Customer support request is subject to any of the foregoing, then Trimble reserves the right to impose support fees at its then standard commercial time and materials rates for all such services, including pre-approved travel and per diem expenses to be reimbursed consistent with Customer’s policies. Trimble will notify Customer in advance of incurring any such fees. 123

Addendum #4
Supplemental Terms for Services
(Training, e-learning content, implementation, configuration, and other services) Version 1.0 (Last Updated: April 3, 2023)
Capitalized terms not defined herein have the meanings given in the General Terms.

1. Generally. Trimble or its authorized service providers will use commercially reasonable efforts to provide Services to Customer as described in an Order or SOW. Any changes in scope must be made in writing and approved by authorized representatives of Customer and Trimble.

2. Training and E-Learning. For any Services consisting of delivery of training or e -learning (e.g., videos, manuals, etc.), any content made available by Trimble shall not be deemed a Deliverable (as defined below), notwithstanding anything in an Order or SOW to the contrary, and no Intellectual Property Rights therein are assigned or transferred to the Customer. Unless an Order or Documentation states otherwise, prepaid training and e -learning content will expire if not completed within six months from the effective date of the Order or SOW. Trimble reserves the right to reschedule training if it determines in good faith that attendance is not sufficient or the originally scheduled time or location are no longer feasible. If the Order states a date that Services must be completed by, such date is presented for illustrative purposes. The actual completion date for such Services will be provided on the invoice.

3. Customer Materials. Customer shall provide Trimble with reasonable access to Customer’s technical data, computer programs, files, documentation, and/or other materials (collectively, “ Customer Materials ”) and to Customer’s resources, personnel, equipment, and facilities to the extent necessary for the performance of Services. Client will be responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness, competence, or consistency of Customer Materials or its personnel. To the extent that Customer does not timely provide the foregoing access required for Trimble to perform the Services, Trimble shall be excused from performance until such items or access are provided. Customer hereby grants Trimble a limited and revocable right to use the Customer Materials for the purpose of performing the Services. Customer owns and will retain ownership (including all intellectual property rights) in the Customer Materials.

4. Customer Premises. Customer shall provide Trimble with safe access to Customer’s premises as reasonably required for Trimble to perform the Services, if onsite performance of Services is needed and agreed to by Customer. Trimble personnel shall comply with the reasonable w ritten rules and regulations of Customer related to use of its premises, provided that such written rules and regulations are provided to Trimble prior to commencement of the Services.

5. Customer Dependencies. Customer is responsible for taking all actions identified or described in the Agreement which are a condition for Trimble to provide Services. Should Customer’s failure to take such actions result in a delay of Trimble against a delivery schedule, or result in additional provable costs incurred by Trimble, Trimble shall not be considered to be delayed in its obligations, and Trimble shall be entitled to payment of such additional costs.

6. Deliverables. “Deliverable(s)” shall mean any Trimble deliverables as expressly set forth on a SOW or Order. Trimble hereby grants Customer a worldwide, royalty-free, non-exclusive license to use the Deliverables for its internal business purposes in connection with the Offerings associated with such Deliverables and only for the period of time that Customer has ownership or authorized use of such Offerings. Unless expressly stated otherwise in the applicable Order or SOW, Trimble owns and will retain ownership (including all intellectual property rights) in and to the Deliverables (excluding any Customer Materials) and any modifications, improvements, and derivative works thereof (including to the extent incorporating any Feedback). If the parties have agreed that Trimble will assign ownership of Deliverables to Customer, the relevant SOW must set forth the terms and conditions regarding such assignment.

7. Limited Warranty . Trimble will perform Services in a professional and workmanlike manner. If notified of a non- conformity within ten (10) days of delivery of the applicable Services, and if Customer provides a sufficiently detailed justification to Trimble to allow Trimbl e to identify the non- conforming Services, Trimble will, as its sole liability and obligation for failure to provide Services meeting this warranty, either (a) re -perform the non-conforming Services at no additional cost to Customer, or (b) issue a credit for any Services which Trimble identifies as non-conforming.

8. Travel Expenses. Trimble will invoice Customer for reasonable and pre-approved out-of-pocket travel expenses incurred in connection with performing Services. Expenses may be invoiced separately from fees and may include, but are not limited to, airfare and other transportation, lodging, and incidentals. Expenses may also include meals reimbursable per a flat per diem rate, available upon request.
124

9. Other Offerings. These Services Terms only apply to Services, and not to any other Offerings, even if such other Offerings are referenced in an Order or SOW. For clarity, all such other Offerings shall not be considered a Deliverable hereunder, and the provision thereof shall be governed by one or more separate agreements between Trimble and Customer.

10. Non-Solicitation. During the Term and for a period of 12 months thereafter, Customer, shall not, directly or indirectly, solicit, hire, engage, or attempt to do any of the foregoing, any person who was an employee or independent contractor of Trimble who provided Services to Customer, without Trimble’s express prior written consent. 125

Addendum #5
Supplemental Terms for Hardware
Version 1.0 (Last Updated: April 3, 2023)
Capitalized terms not defined herein have the meanings given in the General Terms.

1. Delivery. Delivery times for Hardware are established when an Order is received and accepted by Trimble. Trimble will use commercially reasonable efforts to meet Customer’s requested delivery dates, unless Customer is in default under the Agreement or Trimble’s performance is otherwise excused (e.g., force majeure, etc.). Late delivery is not a basis for Customer’s cancellation of any Order.

Title and risk of loss or damage to the Hardware will pass to Customer upon delivery to Trimble’s shipping carrier..

Trimble will deliver any shipment FCA (Incoterms 2020) from its warehouse. Customer will pay or reimburse Trimble for all costs of carriage , freight, insurance (if applicable), taxes, duty and other related shipping charges. Trimble may fulfill its delivery obligations for Hardware through an Affiliate and/or authorized reseller. Trimble reserves the right to make partial deliveries.

2. Acceptance, Inspection, Notice of Nonconformance. All Hardware will be deemed accepted by Customer upon delivery to Trimble’s shipping carrier, subject to Customer’s right to inspect and reject damaged Hardware or Hardware that do not conform to the Order within 10 days of delivery. It is Customer’s respo nsibility to give Trimble prompt written notice of identified damage or non- conformance to the Order. If Customer retains the Hardware without giving notice within the designated period, it will be deemed to waive its right of rejection. The foregoing will not, however, prejudice Customer’s warranty remedies as described in the applicable Hardware Terms.

3. Limited Warranty. Unless the Hardware comes with a limited warranty that provides otherwise, Trimble warrants to Customer, and only to Customer, that the Hardware is designed and manufactured to conform in all material respects to Trimble's specifications and all parts are and will be free from defects in material and workmanship for a period of twelve (12) months from date of shipment. During the warranty period, Trimble's obligations in Section 7 (Sole Remedy; Warranty Procedure) are Customer’s only and exclusive remedy for Hardware that Trimble reasonably determines does not meet the limited warranty, and is made subject to these Hardware Terms.

4. Firmware. Trimble hereby grants Customer a personal, non- exclusive, revocable, non -assignable right to access and use firmware solely as necessary to use the Hardware in accordance with the Documentation. During the limited warranty period, Customer will be entitled to receive such Fixes (as defined below) to the firmware that Trimble releases and makes commercially available and for which it does not charge separately, subject to the procedures for delivery to purchasers of Trimble products generally. Mi nor Updates (as defined below), Major Upgrades (as defined below), new products, or substantially new software releases, as identified by Trimble, are expressly excluded from this fix process and limited warranty. Receipt of software fixes will not serve to extend the limited warranty period. "Fix(es)" means an error correction or other update created to fix a previous software version that does not substantially conform to its Trimble specifications; "Minor Update" occurs when enhancements are made to current features in software; and "Major Upgrade" occurs when significant new features are added to software, or when a new product containing new features replaces the further development of a current product line. Trimble reserves the right to determine, in its sole discretion, what constitutes a Fix, Minor Update, Major Upgrade, new products, or substantially new software releases.

5. Non-Trimble Manufactured Products. Trimble will extend to Customer the manufacturer's warranty, if any, for all equipment and/or software products manufactured by another manufacturer and furnished by Trimble to Customer under such other manufacturer’s brands. Customer acknowledges and agrees that Trimble shall not be responsible for separately warranting or supporting the equipment or software products of such other manufacturers.

6. Warranty Exclusions. The foregoing Hardware limited warranty will only apply in the event and to the extent that (a) the Hardware is properly and correctly installed, configured, interfaced, maintained, stored, and operated in accordance with the Documentation, and (b) the Hardware is not modified or misused. This limited warranty does not apply to, and Trimble shall not be responsible for defects or performance problems resulting from (i) the combination or use of the Hardware with hardware or software products, information, data, systems, interfaces or devices not made, supplied or specified by Trimble; (ii) the operation of the Hardware under any specification other than, or in addition to, the Documentation; (iii) the unauthorized installation, modification, repair or use of the Hardware; (iv) damage caused by accident, lightning or other electrical discharge, fresh or salt water immersion or spray (outside Hardware specifications), or exposure to environmental 126

conditions for which the Hardware is not intended; (v) normal wear and tear on consumable parts (e.g., batteries) or (vi) cosmetic damage. Trimble does not warrant or guarantee the results obtained through the use of the Hardware. TRIMBLE

MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF PROVIDED HEREUNDER ARE PROVIDED "AS-IS."

7. Sole Remedy; Warranty Procedure . If the Hardware fails during the warranty period for reasons covered by this limited warranty and Customer notifies Trimble of such failure during the warranty period, Trimble will at its option repair or replace the nonconforming Hardware with new, equivalent to new, or reconditioned parts or Hardware or, if either of the foregoing is commercially impractical in Trimble’s determination, refund the Hardware purchase price paid by Customer (excluding separate costs of installation, if any) upon Customer’s return of the Hardware in accordance with Trimble's product return procedures then in effect. Any repaired or replaced Hardware will be warranted for a period of thirty (30) days or the remainder of the original warranty period, whichever is longer. Warranty service will be provided at a designated Trimble service center or by an au thorized Trimble service provider. Except as otherwise agreed by the parties, Customer shall be responsible for all shipping charges to the designated Trimble service center or authorized Trimble service provider.

8. Determination of Warranty Applicability: Trimble reserves the right to refuse warranty services if the Hardware date of purchase cannot be proven, if a claim is made outside the warranty period or if a claim is excluded from the warranty pursuant to the Terms. Following Trimble’s examination of Customer’s claim, Trimble will notify Customer of warranty status and the repair cost of any out-of-warranty Hardware. At such time Customer must issue a valid purchase order to cover the cost of the non-warranted Hardware repair and return freight, or authorize return shipment of the Hardware at Customer’s expense as-is.

9. Non-responsibility for Lost Data. Trimble shall not be responsible for any modification or damage to, or loss of any programs, data, or other information stored on any media or any part of any Hardware serviced by it or an authorized Trimble service provider, or for the consequence of such damage or loss, e.g., business loss in the event of system, program or data failure. It is Customer’s responsibility, prior to servicing, to backup data and remove all features, parts, alterations, and attachments not c overed by warranty prior to releasing the Hardware to Trimble. The Hardware will be returned to Customer configured as originally purchased.

10. Return of Hardware: All Hardware returns are subject to Trimble’s prior written consent and must comply with its product return (RMA) procedures then in effect. Before returning or exchanging Hardware, Customer must contact Trimble directly to obtain an authorization number t o include with the return. Customer must return Hardware to Trimble in their original or equivalent packaging, and Customer is responsible for risk of loss, as well as shipping fees back to Trimble. Hardware received but not eligible for return will be sent back to Customer freight collect. For approved returns, Customer will receive credit equal to the lesser of the Hardware invoice price or its current replacement value, less any applicable charges or fees. 127

Addendum #6
Supplemental Terms for U.S. Public Entities
Version 1.0 (Last Updated: October 7, 2023)

Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.

1. Scope. To the extent Customer is a public or governmental entity, these Supplemental Terms provisions apply to the extent Customer is a public or governmental entity in the United States.

2. Intellectual Property Indemnification by Trimble. Trimble shall defend Customer from and against any claim of infringement of a U.S. patent, U.S. copyright, or U.S. trademark asserted against Customer by a third party based upon Customer’s use of the Offerings in accordance with the terms of this Agreement, and pay any resulting settlement or final judgment. If Customer’s use of any of the Offerings are, or in Trimble’s opinion are likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Trimble may, in its sole discretion: (a) substitute for the Offerings substantially functionally similar programs and documentation; (b) procure for Customer the right to continue using the Offerings; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and refund to Customer the fee paid by Customer as reduced to reflect a five year straight-line depreciation from the applicable purchase date. The foregoing indemnification obligation of Trimble will not apply:
(1) if the Offerings are modified by any party other than Trimble; (2) if the Offerings are combined with other non- Trimble products, but solely to the extent that the alleged infringement is caused by such combination; (3) to any unauthorized use of the Offerings; (4) to any unsupported release of the Offerings; or (5) to any third-party code, content, and/or data contained in and/or delivered with the Offerings.

3. Tax Exemption. If Customer is a tax-exempt entity and provides evidence of a tax-exempt certificate prior to executing this Agreement, then Section 3.1 of the General Terms regarding Customer’s responsibility to pay taxes shall be inapplicable.

4. No Indemnification by Customer. Section 8 (Indemnification) and the second to last sentence of Section 12.6 (Export Control) of the General Terms shall be inapplicable.

5. Public Records Law. Customer’s confidentiality obligations in Section 9 (Confidentiality) of the General Terms may be subject to applicable public records law.

6. Limited Publicity. Provision (b) in Section 12.11 (Publicity) of the General Terms shall be inapplicable.

7. Termination for Convenience. Customer may terminate this Agreement for convenience on not less than sixty (60) days’ written notice to Trimble. If Customer terminates this Agreement under this paragraph, all fees for the Term shall immediately become due and payable. All previously paid fees (both used and unused) shall be non-refundable and forfeited. Furthermore, all earned, but unpaid, fees for professional services, if any, must be paid in full before the termination becomes effective.

8. Non-Appropriation of Funds. The Customer’s funds for future and ongoing purchases are contingent on the availability of future appropriations of funds. If funds are not appropriated for any payments due under this Agreement, the Customer will promptly notify Trimble in writing and the applicable Order will terminate as of the date of the notice in accordance with Section 7 (Termination for Convenience) above and the Customer will have no further obligation to make any payments with respect to the affected Order, provided however that the Customer shall pay for any goods or services ordered prior to the date of the Customer’s notice.

9. Piggyback. Trimble does business with many government entities whose applicable laws permit them to join an existing contract between another governmental agency and vendor to acquire goods and services thereunder. In such circumstances and if allowable by applicable law and contract, Customer expressly agrees to allow the other governmental agencies to acquire goods and services using this Agreement (“Piggyback”), subject to applicable pricing of the Trimble offerings at the time of the piggyback purchase.

10. Governing Law. Notwithstanding Section 12.9 (Governing Law and Venue) of the General Terms, the Laws of the jurisdiction required by applicable law shall exclusively govern this Agreement. 128

Addendum #7
Service Level Agreement; Data Security and Restoration
Version 1.0

1. Availability Service Level Agreement

For any Offering that is either (i) Software-as-a-Service or (ii) Licensed Software hosted by Trimble, the following will apply.

1.1. Target Availability. Trimble will use commercially reasonable efforts to make the Offering available with an uptime availability (time periods during which Customer has general connectivity to the Offering) (the “Target Availability”) as follows:

Offering
Target
Availability*
Cityworks 99.9%*
AgileAssets / Pavement Express 99%
e-Builder 99.95%
Trimble Water - Trimble Unity Work Management/ Trimble Unity Remote Monitoring 99.5%
*Target Availability is generally for a calendar month; provided that Cityworks target availability will be calculated on a quarterly basis.

1.2. Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) Customer’s use of the Offering in a manner not authorized in the Agreement or Documentation, (b) general Internet problems, force majeure events or other factors outside of Trimble’s reasonable control, including without limitation interruption or failure of telecommunications or digital transmission links, hostile network attacks, network congestion, denial of service attack, (c) Customer’s equipment, software, network connections or other infrastructure, (d) any acts or omissions of Customer or any third- party that is not a service provider of Trimble, (e) failure by Customer to pay any applicable fees under the Agreement, or (f) Scheduled Maintenance or emergency maintenance.

1.3. Scheduled Maintenance . “ Scheduled Maintenance ” means Trimble’s scheduled, routine, or other maintenance which (1) occurs at such times as may be listed on Trimble’s websites or Support Portal, or (2) Trimble notifies Customer with at least two (2) days advance notice, which can be via the Support Portal, e-mail, or in the Offering. Trimble reserves the right to schedule other maintenance periods on an as needed basis and will notify Customer in advance. Trimble will use commercially reasonable efforts to perform Scheduled Maintenance during low usage times.

1.4. Service Credits. If there is a verified failure of the Offering to meet Target Availability in a particular month and Customer makes a request for service credit within thirty (30) days after the end of such month, Customer will be entitled to a credit based on the monthly fees due for the affected Offering in such month (“Service Credit”). The Service Credit will be calculated as follows:

Service Credit = Pro Rata Fee * percentage of time that the Offering did not meet the Target Availability

The "Pro Rata Fee" means (1) for Target Availability measured monthly, one -twelfth of the total annual fee for the Offering (excluding taxes, etc.), and (2) for Target Availability measured quarterly, one- fourth of the total annual fee for the Offering (excluding taxes, etc). The Service Credit will be calculated to the nearest 30-minute interval. The total Service Credits in a month may not exceed 20% of the Monthly Fee.

Trimble will apply each Service Credit to Customer’s next invoice, provided that Customer’s account is fully 129

paid up, without any outstanding payment issues or disputes. Customer will not receive any refunds for any unused Service Credits.

1.5. Sole Remedy. Service Credits constitute liquidated damages and are not a penalty. The Service Credits set forth in this Section are Customer’s sole and exclusive remedy for any failure to meet the Target Availability.

2. Data Security and Restoration

2.1. Software-as-a-Service and Hosted License Software. a) Trimble or its third-party hosting provider(s) shall use commercially reasonable efforts to establish and maintain reasonable administrative, physical, and technical safeguards designed to (a) protect the security, confidentiality, and integrity of Custome r Data, (b) protect against anticipated threats or hazards to the security, confidentiality, and integrity of Customer Data; (c) protect against unauthorized access to or use of Customer Data; and (d) protect against unlawful processing, accidental destruction, or loss of Customer Data.
b) Trimble will use reasonable efforts to restore lost or damaged Customer Data for Offerings deployed through Trimble hosting services or as Software-as-a-Service, as described in this paragraph, if the loss or damage was caused by Trimble. Trimble will cons ult with Customer and provide information to Customer regarding the availability of backups and the potential limitations of data restoration.

Customer understands that some data loss may result upon restoration based on the frequency and availability of backups. If Customer Data loss or damage is not caused by Trimble, Trimble will provide support and technical assistance for data restoration subject to Trimble’s availability and payment of applicable fees at Trimble’s then-current hourly rates.

2.2. On Premises Licensed Software. Trimble does not provide regular support or technical assistance for the repair or restoration of lost or damaged Customer Data as part of support for Licensed Software not hosted by Trimble, regardless of the cause. Assistance for restoration may be ava ilable subject to Trimble’s availability and payment of applicable fees at Trimble’s then-current hourly rates. 130
Department: Police Department
Prepared By: Nicole Alvarez
Staff Member Presenting: Mike Lorenz, Chief of
Police
Approved By:

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

ACCEPT AND APPROVE LAW ENFORCEMENT EQUIPMENT GRANT FROM CITIZEN'S

OPTION FOR PUBLIC SAFETY (COPS)/ENHANCING LAW ENFORCEMENT ACTIVITIES SUBACCOUNT (ELEAS) ADDITIONAL AWARD FOR FISCAL YEAR 2023- 24 CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

On November 21, 2023, the City Council approved the acceptance of the Citizen's Option for Public Safety (COPS) / Enhancing Law Enforcement Activities Subaccount (ELEAS) grant program for Fiscal Year 2023-24 in the amount of $280,981. The program has since awarded the City an additional $266,069 reallocated from actuals received from the State' s Vehicle License Fee (VLF) revenues for Fiscal Year 2023-24. If approved, the associated revenue and expenditure adjustments in the Grants Fund will be presented in the next quarterly budget update.

BACKGROUND & ANALYSIS:

Beginning in Fiscal Year 2002-03, the State of California allocated grant monies Citizen' s Option for Public Safety (COPS) / Enhancing Law Enforcement Activities Subaccount (ELEAS), formerly known as Supplemental Law Enforcement Services Fund to counties.

The County granted those monies to cities for the purpose of supporting front-line law enforcement needs. The California State Department of Finance later announced the actual funding allocation amounts to be awarded to each participating agency under the COPS/ ELEAS grant program. The City of Ontario is receiving an additional award of $266,069. If approved, the associated revenue and expenditure adjustments will be presented in the next quarterly budget adjustment. 131
132
Department: Police Department
Prepared By: Nicole Alvarez
Staff Member Presenting: Mike Lorenz, Chief of
Police
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 10
SUBJECT:

ACCEPT AND APPROVE LAW ENFORCEMENT GRANT FROM CITIZEN'S OPTION

FOR PUBLIC SAFETY (COPS)/ENHANCING LAW ENFORCEMENT ACTIVITIES SUBACCOUNT (ELEAS) FOR FISCAL YEAR 2024-25

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute all documents necessary to accept and approve the Citizen's Option for Public Safety (COPS)/Enhancing Law Enforcement Activities Subaccount (ELEAS) Grant for Fiscal Year 2024-25 in the amount of $279,859.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

As part of the COPS/ ELEAS grant program, the City of Ontario is eligible to receive a maximum grant award of $279,859. This amount is based on an estimation of the State's Vehicle License Fee (VLF) revenues for Fiscal Year 2024-25. The allocation may only be re-calculated and adjusted by the State Controller's Oﬃce. Additionally, the grant funds will be distributed to the City in monthly installments and no matching funds by the City are required. If approved, the associated revenue and appropriations in the Grants Fund will be presented to Council in the next quarterly budget adjustment.

BACKGROUND & ANALYSIS:

The County granted those monies to cities for the purpose of supporting front-line law enforcement needs including but not limited to equipment and training.

On September 24, 2024, the California State Department of Finance announced the estimated funding allocation amounts to be awarded to each participating agency under the COPS/ ELEAS grant program. The City of Ontario is eligible to receive a maximum grant award of $279,859. If approved, the associated revenue and expenditure adjustments will be presented to Council in the next quarterly budget adjustment
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134
135
136
137
Department: Public Works
Prepared By: Niles Boyer
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Gina Gomez, Bonnie Tam
Approved By:

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

A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH GRBCON, INC. FOR

THE EASEMENT AND STORM DRAINPIPE REPLACEMENT PROJECT

CITY OF ONTARIO
Agenda Report
November
5, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The proposed Change Order No. 2 to the Construction Contract with GRBCON, Inc., of Baldwin Park, California, is in the amount of $467,191 for a total not-to-exceed contract amount of $1,245,101. The Fiscal Year 2024-25 Adopted Budget includes appropriations in the Capital Projects- Measure Q Fund for the Easement and Storm Drainpipe Replacement Project.

BACKGROUND & ANALYSIS:

On June 4, 2024, the City Council authorized a Construction Contract with GRBCON, Inc. to perform video inspections and replace damaged storm drainpipes at various locations citywide. Change Order No. 1 was approved for additional pipelining work at several locations citywide.

After performing a video inspection, GRBCON, Inc. observed collapsed pipes at the intersections of Mission Boulevard and Bon View Avenue and Emporia Avenue and Plum Street which require the pipes to be completely replaced. Staff is recommending the approval of Change Order No. 2 to the Construction Contract with GRBCON, Inc. to replace the collapsed pipes, install additional catch basins and dry wells in the area, and replace the surrounding pavement due to the construction. 138
46700.00100\33457526.1

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Ontario City CouncilNovember 5, 2024

Ontario City Council
November 5, 2024