Agenda packet — Ontario City Council, February 18, 2025 (part 1 of 3)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting
FEBRUARY 18, 2025
City Hall
303 East B Street, Ontario, CA 91764

MAYOR PAUL S. LEON • MAYOR PRO TEM ALAN D. WAPNER
COUNCIL MEMBERS JIM W. BOWMAN, DEBRA PORADA AND DAISY MACIAS 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

ACCOMMODATIONS

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

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

PLEDGE OF ALLEGIANCE
Council Member Macias

INVOCATION
Pastor Hernandez, The Church of God Ontario
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 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:

20250121 Meeting Minutes (Not Official Until Approved)

2. BILLS & PAYROLL

3. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH BRIGHTVIEW LANDSCAPE SERVICES, INC. FOR WEED ABATEMENT

ATTACHMENT:

Brightview Landscape - Amdt No. 2 - Weed Abatement 1.pdf

ATTACHMENT:

Exhibit A OMC WEED ABATEMENT 1.pdf

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

RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES;

AND ADOPT A RESOLUTION DECLARING IT NECESSARY TO INCUR BONDED INDEBTEDNESS The City Manager will go over all updated materials and correspondence received after the Agenda was distributed to ensure Council Members have received them. He will also make any necessary recommendations regarding Agenda modiﬁcations or announcements regarding Agenda items to be considered.

INFORMATION RELATIVE TO POSSIBLE CONFLICT OF INTEREST
Agenda item contractors, subcontractors and agents may require member abstentions due to conﬂicts of interest 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 and Housing Authority of January 21, 2025 and approving same as on file in the Records Management Department.

Bills January 17, 2025 through January 30, 2025, and Payroll December 29, 2024 through January 11, 2025.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 2 to the Maintenance Services Agreement No. PM 2122-1 with BrightView Landscape Services, Inc., of Upland, California, for Weed Abatement in the amount of $20,496 for a total not-to- exceed contract amount of $321,764.

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

ATTACHMENT:

CFD No. 73 Wildflower Acres Intent to Establish 01^RESO^RM

ATTACHMENT:

CFD No. 73 Wildflower Acres^01A EXH A, Boundary Map.pdf

ATTACHMENT:

CFD No. 73 Wildflower Acres^01B^ EXH C, RMA.pdf

ATTACHMENT:

CFD No. 73 Wildflower Acres Incur Bonded Indebtedness 02^RESO^RM

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

EASEMENT AND STORM DRAIN PIPE REPLACEMENT PROJECT

ATTACHMENT:

Change Order 3 GRBCON.pdf

6. INCREASE NOT-TO-EXCEED AMOUNT OF CO-OPERATIVE PURCHASES & PRE-AUTHORIZED

VENDORS FOR FLEET EQUIPMENT SERVICES AND PARTS
That the City Council consider and:

A
.

Accept written petitions (on ﬁle with the Records Management Department) from Pulte
Home Company, LLC and AG EHC II (PHM) CA 2, L.P.
("Landowners"), to create a
Community Facilities District ("CFD") and to waive certain procedural matters, under the Mello-Roos Community Facilities Act of 1982;
B
.

Adopt a Resolution of Intention to establish City of Ontario Community Facilities District No. 73 (Wildﬂower Acres), authorize the associated levy of special taxes therein; and set a public hearing for the formation of the CFD as part of the regularly scheduled City Council meeting on Tuesday, April 1, 2025; and
C
.

Adopt a Resolution Declaring it Necessary for the City of Ontario Facilities District No. 73 (Wildflower Acres) to Incur Bonded Indebtedness.

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

TO ESTABLISH A COMMUNITY FACILITIES DISTRICT PROPOSED TO BE NAMED CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES) AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX THEREIN.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES) TO INCUR BONDED INDEBTEDNESS.

That the City Council authorize the City Manager, or his designee, to approve Change Order No. 3 to the Construction Contract with GRBCON, Inc., of Baldwin Park, California, for the Easement and Storm Drain Pipe Replacement Project in the amount of $163,576 for a total not-to-exceed contract amount of $1,408,677.

That the City Council take the following actions:

A
.

Authorize the purchasing threshold increase for the co-operative purchase and delivery of ﬂeet parts in the amount of $350,000 for a not-to-exceed amount of $475,000 from Factory Motor Parts, of Pomona, California, consistent with the terms and conditions of the CA-State Contract DGS-7-21-99-41-01, and
B
.

Authorize the purchasing threshold increase for the co-operative purchase and delivery of ﬂeet parts in the amount of $300,000 for a not-to-exceed amount of $455,000 from CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

ATTACHMENT:

7-21-99-41-01_FMP_Executed.pdf

ATTACHMENT:

7-21-99-41-01_FMP_Am_1.pdf

ATTACHMENT:

7-21-99-41-03_Parts_Authority.pdf

ATTACHMENT:

7-21-99-41-03_Parts_Authority_Am_1.pdf

7. ACCEPTANCE OF BROADBAND PROGRAM BENEFICIARIES FROM SOUTHERN CALIFORNIA

ASSOCIATION OF GOVERNMENTS (SCAG)

ATTACHMENT:

M-013-25 LATA City of Ontario MOU V2.pdf

8. PURCHASE ADDITIONAL MICROSOFT 365 SUBSCRIPTIONS WITH SOFTWAREONE INC.

ATTACHMENT:

SoftwareOne_Additional_License_Quote.pdf

9. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALTEK TECHNOLOGIES, INC., FOR LOW-VOLTAGE CABLING AND EQUIPMENT INSTALLATION

ATTACHMENT:

Amendment No.7_CalTek_Professional Services Agreement.pdf

10. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH AXON ENTERPRISE, INC. FOR THE ACQUISITION OF POLICE DEPARTMENT FRONTLINE EQUIPMENT Parts Authority, of Rancho Cucamonga, California, consistent with the terms and conditions of the CA-State Contract DGS-7-21-99-41-03; and C
.

Authorize the purchasing threshold increase for the pre-authorized purchase and delivery of ﬂeet parts and services in the amount of $450,000 for a not-to-exceed amount of $799,000 from Rush Truck Center, of Fontana, California.

That the City Council approve a Memorandum of Understanding with Southern California Association of Governments (SCAG) of Los Angeles, California, for broadband program beneficiaries relating to the Local Agency Technical Assistance Program.

That the City Council authorize the City Manager, or his designee, to execute the purchase of additional Microsoft 365 subscriptions with SoftwareONE Inc., of Milwaukee, Wisconsin, for $65,805 plus $100,000 in contingency, revising not-to-exceed amount on the agreement to $1,774,456.

That the City Council take the following actions:

A
.

Authorize the City Manager, or designee, to execute Amendment No. 7 to the Professional Services with Caltek Technologies, Inc., of Ontario, CA, for low-voltage cabling, extending the terms for three years and increase the authorized amount by $300,000 for a total contract not-to-exceed amount of $475,957.

B
.

Authorize the City Manager, or designee, to execute Amendment No. 7 to the Professional Services with Caltek Technologies, Inc., of Ontario, CA, for low-voltage cabling for the Animal Resource Center of the Inland Empire’s (ARC) temporary animal shelter, increasing the authorized amount by $71,276 for a total contract not-to-exceed amount of $547,233.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 6 to the Professional Services Agreement with Axon Enterprise, Inc. of Scottsdale, Arizona, for CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5

ATTACHMENT:

Amendment No 6 Upd 02 13 25.pdf

11. A PUBLIC HEARING TO CONSIDER AN URGENCY ORDINANCE APPROVING A DEVELOPMENT CODE AMENDMENT, FILE NO PDCA24-004, REGARDING ACCESSORY

DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS

ATTACHMENT:

20250218 File No PDCA24-004 ADU Urgency Ordinance
01^ORD^RM.docx

ATTACHMENT:

20250218 File No PDCA24-004 ADU Urgency Ordinance ^02 Exhibit A rev.docx

ATTACHMENT:

20250218 File No PDCA24-004^03 Dev Code Text 5.03.010 rev.pdf

12. A PUBLIC HEARING TO CONSIDER APPROVAL OF A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND ONTARIO RANCH HOTELS, LLC. FOR THE DEVELOPMENT OF A HOTEL FEATURING 227-GUEST ROOMS AT THE SOUTHEAST CORNER OF EAST RIVERSIDE DRIVE AND ONTARIO AVENUE;

MAKING CERTAIN CEQA

FINDINGS IN CONNECTION THEREWITH
the purchase of twelve (12) Axon Skydio police unmanned aircraft systems (drones) in the amount of $1,812,703 and Axon Standards, an Early Intervention System (EIS), in the amount of $65,000 for a new total not-to-exceed contract amount of $11,658,373.

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
, waive further reading, and adopt an Urgency Ordinance approving File No. PDCA24-004, to amend Division 5.03 - Supplemental Land Use Regulations, Section 5.03.010 (Accessory Dwelling Units) of the City's Development Code to comply with recent changes to state law that impose new limits on local authority to regulate Accessory Dwelling Units (“ADUs”) and Junior Accessory Dwelling Units (“JADUs”), which took eﬀect on January 1, 2025.

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING A DEVELOPMENT CODE AMENDMENT, FILE NO. PDCA24-004, AMENDING DIVISION 5.03 & SUPPLEMENTAL LAND USE REGULATIONS, SECTION 5.03.010 OF THE CITY'S

DEVELOPMENT CODE RELATING TO ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY

DWELLING UNITS AND FINDING THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC RESOUCES CODE SECTION 21080.17.

That the City Council (“City”) consider and:

A
.

Adopt a Resolution approving pursuant to the Certiﬁed Final Environmental Impact CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

Ontario Ranch Hotels DDA Staff Report Exhibit A^01.pdf

ATTACHMENT:

Ontario Ranch Hotels DDA 02^RESO^RM

ATTACHMENT:

Ontario Ranch Hotels LLC 52201 Summary Report ED Opp^03.docx

ATTACHMENT:

Ontario DDA Ontario Ranch Hotels LLC-c1.docx

13. 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 434 NORTH EUCLID AVENUE

ATTACHMENT:

434 North Euclid Staff Report Exhibit 1^01.pdf

ATTACHMENT:

434 North Euclid Resolution of Necessity^02 RESO RM.doc

ATTACHMENT:

434 North Euclid Reso Exhibit A^03.pdf
Report for the Ontario Regional Sports Complex (SCH No. 2023110328) the Disposition and Development Agreement ("Agreement") between the City of Ontario and Ontario Ranch Hotels, LLC. ("Developer") (on ﬁle with the Records Management Department) and approving the acquisition of real property for road improvements needed at the corner of East Riverside Drive and Vineyard Avenue.

B
.

Authorize the City Manager, or his designee, to sign all documents necessary to implement the Agreement.

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

PURSUANT TO THE CERTIFIED FINAL ENVIRONMENTAL IMPACT REPORT FOR THE ONTARIO REGIONAL SPORTS COMPLEX (SCH NO. 2023110328), A DISPOSITION AND DEVELOPMENT

AGREEMENT BETWEEN THE CITY AND ONTARIO RANCH HOTELS, LLC FOR THE DEVELOPMENT

OF CERTAIN REAL PROPERTY LOCATED ON THE SOUTHEAST CORNER OF EAST RIVERSIDE DRIVE AND ONTARIO AVENUE, ONTARIO, CALIFORNIA (PORTION OF APN 0218-111-12-0000); MAKING CERTAIN CEQA FINDINGS IN CONNECTION THEREWITH.

That the City Council conduct a public hearing and adopt A Resolution of Necessity declaring that the acquisition by eminent domain of a fee simple interest in certain real property located at 434 North Euclid Avenue, more particularly described as Assessor Parcel No. 1048-363-01 (the Property), is necessary for the Downtown Public Parking Project (the Project).

A 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 AT 434 NORTH EUCLID AVENUE IN THE CITY OF ONTARIO, COUNTY OF

SAN BERNARDINO, CALIFORNIA AND MORE PARTICULARLY DESCRIBED AS ASSESSOR PARCEL NUMBER 1048-363-01, FOR THE ONTARIO DOWNTOWN PUBLIC PARKING PROJECT, ONTARIO, CALIFORNIA.

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 7 Mayor Leon
Mayor pro Tem Wapner
Council Member Bowman
Council Member Porada
Council Member Macias

ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 8

ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
JANUARY 21, 2025
(Not Official Until Approved)
(Not Official Until Approved)
(Not Official Until Approved)
(Not

JOINT MEETINGS
The regular meetings of the Ontario City Council and Housing Authority were held on Tuesday, January 21, 2025 at Ontario City Hall, 303 E. B Street Ontario, California.

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

ROLL CALL
PRESENT: Mayor/Chairman: Paul S. Leon
Mayor pro Tem/Vice Chair: Debra Porada
Council/Authority Members: Alan D. Wapner, Jim W. Bowman and Daisy Macias
ABSENT: Council/Authority Members: None

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

INFORMATION RELATIVE TO POSSIBLE CONFLICTS OF INTEREST
There were no conflicts of interest announced.

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 6:05 p.m. for discussion of the following:

GC 54956.9(d)(1), CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION City of Ontario, et al. v. Inland Empire Utilities Agency, Orange County Superior Court Case No. 30-2023-01344236-CU-WM-CJC
Chino Basin Municipal Water District v. City of Chino, et al. , San Bernardino Superior Court Case No. RCVRS 51010
Chino Basin Municipal Water District v. City of Chino et al ., San Bernardino Superior Court Case No. RCVRS 51010, 4th District Appellate Case No. E080457 9 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 2 of 7 ends

GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 1047-172- 17; 1005 -1007 East Sixth Street; City/Authority negotiator:

Scott Ochoa or his designee; Negotiating parties: T&S Allied Investments, LLC; Under negotiation: Price and terms of payment
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 1047-172- 22; 1023 East Sixth Street; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: TAVK Holding, LLC; Under negotiation: Price and terms of payment

OPEN MEETING CALLED TO ORDER
Mayor Leon reconvened the meetings at 6:37 p.m. for the regular session.

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

INVOCATION
Invocation was led by Senior Pastor Gresford Thomas, Ontario Seventh Day Adventist.

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

PUBLIC COMMENT
Assistant City Clerk Isbell announced that there were three written comments:

Andrew McAfee, poor air quality due to construction.

Lillie Bayless, complaint regarding loud music.

Brad Neumann, regarding his personnel matters.

Mayor Leon called upon the first speaker:

Brad Neumann, spoke regarding his personnel grievance.

Doug McAllister, spoke on the recent increase of copper cable theft.

Steven and Malinda, chose not to speak.

Ruby Mora, spoke regarding parking issues.

AGENDA REVIEW/ANNOUNCEMENTS
The City Manager announced the updated copy of the exhibits to the Resolution being considered under agenda Item No. 4. The update reflected payments received from property owners up to 9:00 am on Tuesday, January 21, 2025. The updated materials reflected a revised and reduced amount for assessments totaling $39,086.87 related to 71 parcels, which meant that $19,549.80 for 29 parcels were collected, postponed, or 10 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 3 of 7 ends

settled since the public agenda was prepared. The updated materials provided were incorporated into the public record.

CONSENT CALENDAR
MOTION: Moved by Council Member Bowman, seconded by Council Member Wapner and carried by a unanimous vote 5-0, to approve the Consent Calendar as presented.

1. APPROVAL OF MINUTES
Minutes for the regular meetings of the City Council and Housing Authority of December 3, 2024 and December 17, 2024 and approving same as on file in the Records Management Department.

2. BILLS & PAYROLL
Approved bills December 12, 2024 through January 2, 2025, in the amount of $47,841,280.27, and Payroll December 1, 2024 through December 14, 2024 in the amount of $5,737,736.63.

3. PRE-AUTHORIZED LIST OF VENDORS TO PROVIDE SPECIALIZED

PERSONAL PROTECTIVE EQUIPMENT, MAINTENANCE AND SPECIALIZED

SERVICE
The City Council approved a pre-authorized vendors list to provide personal protective equipment and maintenance services for emergency equipment and services for the Fire Department.

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

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

RESOLUTION NO. 2025-001 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ADOPTING A REPORT REQUESTING THE

PLACEMENT OF SPECIAL ASSESSMENTS ON PROPERTY TAX BILLS FOR

CIVIL PENALTIES OR RECOVERY OF COSTS INCURRED FOR ABATEMENT OF VIOLATIONS OF CITY CODES AND ORDINANCES.

5. DESIGNATION OF VOTING DELEGATE FOR THE SOUTHERN CALIFORNIA

ASSOCIATION OF GOVERNMENTS GENERAL ASSEMBLY
The City Council designated Mayor Pro Tem Debra Porada as the City's voting delegate and Mayor Paul Leon as the alternate representative for the Southern 11 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 4 of 7 ends

California Association of Governments (SCAG) General Assembly scheduled for May 1, 2025.

6. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

PURESOUND PRODUCTIONS FOR AUDIO, VISUAL AND LIGHTING SERVICES The City Council authorized the City Manager, or his designee, to execute Amendment No. 3 to the Professional Services Agreement with Puresound Productions in the amount of $170,000 for a total not-to-exceed contract amount of $320,000 and extend the contract term to June 30, 2026.

7. A CONSTRUCTION CONTRACT WITH PUB CONSTRUCTION, INC. FOR THE JAMES R. BRYANT PARK FUTSAL COURT RENOVATION
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Construction Contract No. PM 2425-20 with PUB Construction, Inc., of Diamond Bar, California, for the James R. Bryant Park Futsal Court Renovation Project for a total contract amount of $329,202 and authorized a 10% contingency of $32,920 for a total not-to-exceed contract amount of $362,122; 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, reductions of retention accounts, and filing a notice of completion at the conclusion of all construction-related activities.

8. MAINTENANCE SERVICES AGREEMENTS WITH BRIGHTVIEW LANDSCAPE SERVICES, INC. FOR OLD MODEL COLONY WEED ABATEMENT AND
PRIORITY LANDSCAPE SERVICES, LLC. FOR CELEBRATION PARK NORTH

AND SOUTH
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute a Maintenance Services Agreement with BrightView Landscape Services, Inc., of Upland, California, for Old Model Colony Weed Abatement for a total not-to-exceed contract amount of $863,784 for up to five (5) years; and B. Authorized the City Manager, or his designee, to execute a Maintenance Services Agreement with Priority Landscape Services, LLC., of Anaheim, California, for Celebration Park North and South for a total not-to-exceed contract amount of $952,902 for up to five (5) years.

9. AMENDMENTS TO THE MAINTENANCE SERVICES AGREEMENT WITH

CONVERGINT TECHNOLOGIES, LLC FOR THE ONTARIO MUSEUM OF

HISTORY AND ARTS EXTERIOR DOOR ACCESS CONTROL UPGRADE AND

THE CCTV INTERSECTION CAMERA INSTALLATION PROJECT
12 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 5 of 7 ends

The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Amendment No. 3 to the Maintenance Services Agreement with Convergint Technologies, LLC, of La Palma, California, for the Ontario Museum of History and Arts Exterior Door Access Control Upgrade in the amount of $8,648 for a total not-to- exceed contract amount of $3,851,128, and
B. Authorized the City Manager, or his designee, to execute Amendment No. 4 to the Maintenance Services Agreement with Convergint Technologies, LLC, of La Palma, California, for the Closed-Circuit Television (CCTV) Intersection Camera Installation Project in the amount of $402,348 for a total not-to- exceed contract amount of $4,253,476; and
C. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to agreements, assessments, easements, reduction of retention accounts, contracts amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction related activities.

10. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH RJM DESIGN GROUP, INC. FOR ON-CALL LANDSCAPE ARCHITECTURAL

SERVICES FOR THE ONTARIO SPORTS EMPIRE PROJECT
The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Amendment No. 2 to the Design Services Agreement with RJM Design Group, Inc. (RJM), of San Juan Capistrano, California, to provide on-call landscape architectural services for the Ontario Sports Empire Project in the amount of $581,710 for a total not-to-exceed contract amount of $1,240,575;
B. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project including, but not limited to, contracts, agreements, assessments, easements, reduction of retention accounts, and filing a notice of completion at the conclusion of all construction related activities.

11. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH FLOCK

GROUP INC FOR THE AUTOMATED LICENSE PLATE RECOGNITION SYSTEM The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Goods and Services Agreement with Flock Group Inc., with its principal place of business in Atlanta, Georgia, increasing the authorized contract amount for the Automated License Plate Recognition by $243,500 for a total not-to- exceed amount of $1,731,000.

12. AMENDMENT TO THE WEST END ANIMAL SERVICES AGENCY JOINT

POWERS AUTHORITY AGREEMENT
The City Council considered and:
13 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 6 of 7 ends

A. Approved an amendment to the Joint Exercise of Powers Agreement renaming the Agency to Animal Resource Center of the Inland Empire (ARC); and
B. Approved the admission of both the City of Montclair and the County of San Bernardino (West end unincorporated area only) as member agencies to the Joint Powers Agency; and
C. Authorized the City Manager, or designee, to sign the amendment and to take all other actions and execute all other documents to carry out the terms of this action.

ADMINISTRATIVE REPORTS/DISCUSSION/ACTION

13. AN ORDINANCE AMENDING CERTAIN SECTIONS UNDER ARTICLE 16 TO CHAPTER 6 OF TITLE 4 OF THE MUNICIPAL CODE RELATED TO PARKING

PENALTIES AND CITATIONS
The City Council introduced and waived further reading of an Ordinance amending Sections 4-6.1602 (Penalties: Citations), 4-6.1603 (Penalties: Citations: Method of Payment), and 4-6.1604 (Penalties: Citations: State-mandated added penalties) under Article 16 (Violations and Penalties) to Chapter 6 (Traffic) to Title 4 (Public Safety) of the Municipal Code ("Code").

ORDINANCE NO. 3295 (FIRST READING) AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING CERTAIN SECTIONS UNDER ARTICLE 16 TO CHAPTER 6 OF TITLE 4 OF THE MUNICIPAL CODE RELATED TO PARKING PENALTIES AND CITATIONS.

There were no written communications to the item. Mayor Leon inquired if anyone was interested in speaking to the item. Hearing no one, Mayor Leon opened the item for Council discussion.

MOTION: Moved by Mayor pro Tem Porada, seconded by Council Member Bowman and carried by a unanimous vote 5-0, to introduce Ordinance No. 3295.

STAFF MATTERS
City Manager Ochoa made no announcements.

COUNCIL MATTERS
City Council Reorganization – Mayor pro Tem
MOTION: Moved by Council Member Macias, seconded by Council Member Bowman 14 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – January 21, 2025

Page 7 of 7 ends

and carried by a unanimous vote 5-0, to appoint Council Member Wapner as Mayor pro Tem.

Council Member Macias made no comments.

Council Member Bowman made no comments.

Mayor pro Tem Wapner made no comments.

Council Member Porada made no comments.

Mayo Leon made no comments.

ADJOURNMENT
Mayor Leon adjourned the meetings of the Joint Agencies at 6:58 p.m., in memory of Ontario Firefighter Javan L. Settles and announced the next regular meeting was scheduled for February 4, 2025.

Respectfully submitted,
____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY
APPROVED:
_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
15 Department: Public Works
Prepared By: Philip Marino
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Jacqueline Leon, Bonnie Tam
Approved By:

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

AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH BRIGHTVIEW LANDSCAPE SERVICES, INC. FOR WEED ABATEMENT

CITY OF ONTARIO
Agenda Report
February 18, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The recommended Amendment No. 2 to the Maintenance Services Agreement with Brightview Landscape Services, Inc. is in the amount of $20,496 for a total not-to-exceed contract amount of $321,764. The Fiscal Year 2024-25 Adopted Budget includes appropriations in the General Fund for Weed Abatement services.

BACKGROUND & ANALYSIS:

On December 7, 2021, the City Council approved the Maintenance Services Agreement with Brightview Landscape Services for Weed Abatement in the Old Model Colony for three years in the amount of $332,994 plus a contingency of $16,650 for a total not-to- exceed $349,644. On March 3, 2022, Amendment No. 1 to the Maintenance Services Agreement with Brightview Landscape Services, Inc. was executed to remove 13 sites from the scope of services and decrease the compensation amount by $48,376 for a total contract cost not-to-exceed $301,268. If Amendment No. 2 is approved, Brightview Landscape Services, Inc. will increase the contract amount by $20,496 for a total not-to-exceed amount of $305,114 plus a contingency of $16,650 for an overall not-to-exceed $321,764 in order to close out their current agreement with the City.
16 46700.00100\33287662.1

AMENDMENT NO
. 2 TO THE MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
BRIGHTVIEW LANDSCAPE SERVICES INC.

1. Parties a
nd Date.

This Amendment No. 2 to the Agreement (as define d herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Brightview Landscape Services Inc., a Corporation (“Co ntractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals
.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Maintenance Services Agreement” dated December 7, 2021 (“Agreement”).

2.2 Amendment Purpose. Th e City and Contractor desire to amend the Ag reement for additional funding in the amount of Twenty Thousand Four Hundred Ninety-Six ($20,496) for a total contract amount not-to-exceed $305,114. The Parties have heretofore entered into that Amendment No. 1 dated March 3, 2022.

2.3 Amendment A uthority. This Amendme nt No. 2 i s a uthorized pursua nt t o Section

3.7.19 of the Agreement.

3. Terms.

3.1 Amendment . Section 3.2.1, of the Agreement is hereby amended in its entirety to read as follows:

3.2.1 Compensation. Contractor 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 17 46700.00100\33287662.1

Page 2 of 3 ends

BB&K 2020

compensation shall not exceed Three Hundred Five Thousand One Hundred Fourteen Dollars ($3 05,114) without written approval of City's Manager. 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 Continui ng Effect of Agreement . Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.

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

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

3.5 Integ ration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[SIG
NATURES ON FOLLOWING PAGE]
18 46700.00100\33287662.1

Page 3 of 3 ends

BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 2 TO MAINTENANCE SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND BRIGHTVIEW LANDSCAPE SERVICES INC.

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

CITY OF ONTARIO
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
A
ttested By:

City Clerk
19 LANDSCAPE MAINTENANCE SERVICES FOR OLD MODEL COLONY WEED ABATEMENT BID SCHEDULE NO. 2
LANDSCAPE MAINTENANCE CONTRACT PM 2122-1
FISCAL YEAR 2024/2025 4th YEAR OF CONTRACT
No. Description
1 821 S Grove
2 Location Removed
3 Guasti from the Channel to Archibald
4 Guasti N/S sides from Holt to Archibald
5 Inland Empire from Archibald to Vineyard
6 Location Removed
7 California N/side west of Grove
8 Location Removed
9 6th St. N/side Corona to Baker
10 "G" Street from Grove to Vineyard
11 Location Removed
12 Richland S/side E of Campus
13 Brooks and Mountain N/E corner and S/side
14 Mountain overpass Mission to Holt and E/W islands
15 Main Street cul-de-sac W of Euclid
16 8th St. from Sacramento to W/ of Grove to Channel
17 Grove E/W sides from 6th to 8th
18 Benson E/side from 10 Fwy. to 6th Street
19 Grove S/side from the tracks to Mission
20 Location Removed
21 "G" Street Mountain to Benson
22 Grove W/side S/60 Fwy. behind BK
23 Mission Ave. N/S side shoulder Cypress to Bon View
24 Ontario Blvd. N/S sides from Campus to Grove
25 State St. N/S sides from Campus to Benson
26 Location Removed
27 419 S. Caldwell
28 Location Removed
30 Brentstone S/side west of Stanford to Ponderosa
31 Dupont from Greystone to cul-de-sac and east of cul-de-sac 32 Greystone N/side west of Milliken
33 Lot on S/E corner of Haven south of 60 fwy.
34 Location Removed
35 Location Removed
36 Philadelphia N/S sides at 15 Fwy.
37 Rochester E/W sides between Philadelphia and Francis 20 38 Guasti west of Sequoia to cul-de-sac south side
39 Milliken E/W sides from Guasti to Ontario Mills Drive 40 Milliken W side between Philadelphia and Francis
41 Milliken W side south of Mission to 60 Fwy.
42 Milliken W side plus median 60 Fwy. to Winery
43 Mission N/S sides plus median from Milliken to Cucamonga 44 Bike trail (east of Grove) from Mission to Philadelphia 45 Location Removed
46 Philadelphia N side from Vineyard to bike trail
47 Turner E/side north of Walnut to 60 Fwy.
48 Location Removed
49 Location Removed
50 Location Removed
51 Francis and Hellman S/W and Hellman Westside (old vineyard) 52 Vineyard E/W sides from 60 Fwy to Riverside Avenue
53 San Antonio W/side from Phillips to Francis
54 Francis N/side from San Antonio to Tiffany
55 Location Removed
56 Walnut W/ of Vineyard to concrete gutter on S/side
57 Grove shoulders from Mission to Philadelphia
58 Bon View shoulder from Francis to Philadelphia
59 Campus W/side from Philadelphia to Cedar
60 560 E. Phillips gated Lot- Phillips and Monterey
61 Main Street N/S sides east of Euclid
62 Phillips from San Antonio to Cypress south side
63 Phillips and San Antonio N/E corner
64 Philadelphia and Cucamonga N/E corner
65 Ontario Mills Parkway 15 Fwy. underpass to east channel 66 Etiwanda W/side from Ontario Mills to Airport Drive
67 Location Removed
68 Kettering W/side from Airport south to landscaped area 69 Airport N/W sides at 15 Fwy. underpass
70 La Salle N/side from Carnegie to Haven shoulder
71 Carnegie and Commerce to Jurupa shoulder (10 feet)
72 Santa Ana to Doubleday and to Commerce (10 feet)
73 Doubleday S/side from Dupont to Santa Ana shoulder
74 Turner shoulders from 4th Street S to Via Bario
75 Drainage ditch between Santa Ana and Airport Dr. train tracks 76 Turner cul-de-sac from I-10 Fwy. to railroad tracks
77 4th and Vineyard near Corona School (easement)
78 Porsche and Inland Empire cul-de-sac
79 Dupont north of Jurupa west side to Doubleday
80 Location Removed
81 Mercedes N of Inland Empire to Concours
82 Francis N side from Tiffany to Palmetto
83 Holt Blvd, Vineyard to Benson north and south side (maps) 21 84 Location Removed
85 Vine south of Emporia Parkway by railroad
86 Emporia west of Vine south side by railroad
87 Plaza Serena and Vineyard parkway and behind homes
88 Vineyard between 6th and 7th west side
89 Haven west side approximately 150' S of Francis to tracks 90 Location Removed
91 Grove E/W side and median from Holt to G St.
92 San Antonio from 6th to 10 Fwy. eastside
Total Annual $79,206.90
22 Department: Financial Services
Prepared By: Cruz Torres
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

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

ACCEPT WRITTEN PETITIONS TO CREATE A COMMUNITY FACILITIES DISTRICT;

ADOPT A RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES; AND ADOPT A RESOLUTION

DECLARING IT NECESSARY TO INCUR BONDED INDEBTEDNESS

CITY OF ONTARIO
Agenda Report
February 18, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and:

A
.

Accept written petitions (on file with the Records Management Department) from Pulte Home
Company, LLC and AG EHC II (PHM) CA 2, L.P.
("Landowners"), to create a Community
Facilities District ("CFD") and to waive certain procedural matters, under the Mello-Roos Community Facilities Act of 1982;
B
.

Adopt a Resolution Declaring it Necessary for the City of Ontario Facilities District No. 73 (Wildflower Acres) to Incur Bonded Indebtedness.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

Mello-Roos ﬁnancing in the Wildﬂower Acres residential development is projected to generate approximately $445,357 per year, at build-out, to fund administrative fees and municipal services; and approximately $17.7 million in bond proceeds to be used to fund a portion 23 of the public infrastructure improvements needed to serve the project. Mello-Roos bonds are not a direct obligation of the City and are paid from special taxes levied on each taxable parcel in the district; therefore, there is no ﬁscal impact on the General Fund from the issuance of Mello-Roos bonds. City Council approval will be required to process annual special tax levies in future years.

BACKGROUND & ANALYSIS:

The Mello-Roos Community Facilities Act of 1982 provides local government, with the consent from a majority of the property owners, the authority to establish community facilities districts for the purpose of levying special taxes to ﬁnance various kinds of public infrastructure facilities and municipal services. Municipal services that may be funded by a community facilities district include: police protection services, ﬁre protection and suppression services, ambulance and paramedic services, maintenance and lighting of parks, parkways, streets, roads, open space, ﬂood and storm drain protection services, maintenance and operation of ﬁber optic telecommunication, wireless communication and public safety camera systems and maintenance and operation of any real property or tangible property with an estimated useful life of ﬁve or more years that is owned by the governmental entity. Under the Mello-Roos Act, the initial steps in the formation of a community facilities district to ﬁnance public improvements and municipal services are to adopt a Resolution declaring the intention to establish a community facilities district, authorize the levy of special tax and issue bonds.

In the First Amended and Restated Agreement for the Financing and Construction of Limited Infrastructure Improvements to Serve an Easterly portion of the New Model Colony ("First Amended and Restated Construction Agreement") between the City of Ontario and NMC Builders, LLC, the City agreed to cooperate with the members of NMC Builders, LLC in the formation of community facilities districts to assist in the ﬁnancing of the public improvements included in the agreement.

Pulte Home Company, LLC and AG EHC II (PHM) CA 2, L.P.
have provided written petitions to the
City requesting the formation of a community facilities district, along with a deposit pursuant to a Deposit Agreement dated December 1, 2023, to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness and provides for the repayment to Pulte from the proceeds from any bonded indebtedness by the Community Facilities District. The Wildﬂower Acres project addresses the development of approximately 31.18 gross acres located south of Ontario Ranch Road, north of Eucalyptus Avenue, west of Hamner Avenue, and east of Clifton Avenue. As proposed, the project is anticipated to include 333 residential units consisting of 177 single-family units and 156 attached units at build-out.

Included, as part of the Resolution of Intention, is the proposed Rate and Method of Apportionment of Special Tax for the district. Under the proposed Rate and Method of Apportionment, the portion of the maximum annual special tax rates which will be used to fund debt service payments on the bonds is ﬁxed and will not increase over time. As proposed, the amount of bonds authorized for the district ($70 million) is set intentionally higher than the current estimated bond amount (approximately $17.7 million) in order to allow future City Councils, the option, without increasing the amount of the annual special taxes, to issue additional bonds to replace and/or construct new public infrastructure improvements in the future, or to fund municipal services. The term and structure of the Rate and Method of Apportionment of Special Tax for the Wildﬂower Acres project is consistent with those of previously adopted Rates and Methods of Apportionment for Ontario Ranch community facilities districts. This ensures that the special tax rates levied on all residential property owners in community facilities districts in Ontario Ranch are developed in a consistent 24 and equivalent manner. In addition, under the provisions of the Mello-Roos Act, to ensure that home buyers are making an informed decision, all residential builders in the Ontario Ranch community facilities districts will be required to disclose the maximum annual special tax amount to each homeowner before entering into a sales contract.

List of Infrastructure that may be financed:

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

City Staﬀ has discussed the proposed Rate and Method of Apportionment of Special Tax with the landowners. As proposed, the Resolution of Intention to establish the district and to levy special taxes will set a public hearing date on the formation of the community facilities district for the regularly scheduled City Council meeting on Tuesday, April 1, 2025, to consider the matter. 25 RESOLUTION NO. ________

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

CALIFORNIA, OF INTENTION TO ESTABLISH A COMMUNITY

FACILITIES DISTRICT PROPOSED TO BE NAMED CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES)

AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX THEREIN
WHEREAS, Section 53318 of the Mello-Roos Community Facilities Act of 1982 (the “Act”) provides that proceedings for the establishment of a community facilities district shall be instituted by a legislative body of a local agency when a petition requesting the institution of the proceedings signed by the owners of not less than 10% of the area of land proposed to be included within the community facilities district and not proposed to be exempt from the special tax, describing the boundaries of the territory that is proposed for inclusion in the area and specifying the type or types of facilities and services to be financed by the community facilities district is filed with the clerk of the legislative body; and
WHEREAS, Section 53318 of the Act further provides that such a petition may not be acted upon until the payment of a fee in an amount that the legislative body determines, within 45 days of receiving such petition, is sufficient to compensate the legislative body for all costs incurred in conducting proceedings to create a community facilities district pursuant to the Act; and
WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”) has received from each of Pulte Home Company, LLC (“Pulte”) and AG EHC II (PHM) CA 2, L.P. (collectively, the “Landowners”) a written petition (together, the “Petitions”), requesting the City Council to institute proceedings pursuant to the Act to establish a community facilities district (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District, describing the boundaries of the territory that is proposed for inclusion in the Community Facilities District and specifying the types of facilities and services to be financed by the Community Facilities District; and
WHEREAS, in connection with such request to institute proceedings to establish the Community Facilities District, Pulte paid a fee in an amount that the City Council has determined is sufficient to compensate the City Council for all cost incurred in conducting proceedings to create the Community Facilities District pursuant to the Act; and WHEREAS, the Landowners have represented and warranted to the City Council that the Landowners are the owners of 100% of the area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the special tax; and
WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or 26 private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; and WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53321 of the Act and in the resolution of formation to establish a community facilities district pursuant to Section 53325.1 of the Act, (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; and WHEREAS, the City and Pulte have entered into the Deposit and Reimbursement Agreement, dated as of December 1, 2023 (the “Deposit Agreement”), which provides for the advancement of funds by Pulte to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby, and provides for the repayment to Pulte of such funds advanced, without interest, from the proceeds of any such bonded indebtedness incurred by the Community Facilities District; and
WHEREAS, the City desires to include in this Resolution, in accordance with Section 53314.9 of the Act, the proposal to repay funds pursuant to the Deposit Agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

SECTION 2. The City Council hereby finds that the Petitions are signed by the landowners owning the requisite area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the Special Tax.

SECTION 3. The City Council proposes to establish the Community Facilities District under the terms of the Act. The boundaries of the territory proposed for inclusion in the Community Facilities District are described in the map showing the proposed Community Facilities District (the “Boundary Map”) on file in the office of the City Clerk of the City (the “City Clerk”), a copy of which is attached hereto as Exhibit A, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to sign the original Boundary Map and record, or cause to be recorded, the Boundary Map with all proper 27 endorsements thereon in the office of the San Bernardino County Recorder within 15 days of the date of adoption of this Resolution, all as required by Section 3111 of the California Streets and Highways Code.

SECTION 4. The name proposed for the Community Facilities District is “City of Ontario Community Facilities District No. 73 (Wildflower Acres).” SECTION 5. The public facilities (the “Facilities”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Facilities” on Exhibit B hereto, which is by this reference incorporated herein. Those Facilities proposed to be purchased as completed public facilities are identified under the caption “Facilities to be Purchased” on Exhibit B hereto. The services (the “Services”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Services” on Exhibit B hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit B hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, lease-purchase or installment-purchase arrangement.

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

SECTION 7. The Special Tax may only finance the Services to the extent that they are in addition to those provided in the territory of the Community Facilities District before the Community Facilities District is created. The Services may not supplant services already available within that territory when the Community Facilities District is created. Bonds of the Community Facilities District may not be issued to fund any of the Services.

SECTION 8. The tax year after which no further Special Tax to pay for Facilities shall be levied against any parcel used for private residential purposes is specified in the Rate and Method. Under no circumstances shall the Special Tax to pay for Facilities in any fiscal year against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the Community Facilities District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies 28 or defaults. For purposes of this paragraph, a parcel shall be considered “used for private residential purposes” not later than the date on which an occupancy permit for private residential use is issued. The Special Tax to pay for Services will be levied in perpetuity, as provided in the Rate and Method.

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

SECTION 10. The City Council hereby fixes Tuesday, April 1, 2025, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the establishment of the Community Facilities District; provided, that, in the event the April 1, 2025 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.

SECTION 11. The City Clerk is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District. Publication of said notice shall be completed at least seven days prior to the date herein fixed for said public hearing. Said notice shall contain all of the information prescribed by Section 53322 of the Act.

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

SECTION 13. Each officer of the City who is or will be responsible for providing one or more of the proposed types of Facilities or Services is hereby directed to study, or cause to be studied, the proposed Community Facilities District and, at or before said public hearing, file a report with the City Council containing a brief description of the Facilities and Services by type that will in his or her opinion be required to adequately meet the needs of the Community Facilities District, and his or her estimate of the cost of providing the Facilities and Services. Such officers are hereby also directed to estimate the fair and reasonable cost of the Facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid. Such report shall be made a part of the record of said public hearing.
29 SECTION 14. Pulte has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in connection with the creation of the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council proposes to repay all or a portion of such funds so advanced, without interest, solely from the proceeds of such bonded indebtedness, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.

SECTION 15. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

SECTION 16. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

SECTION 17. This Resolution shall take effect immediately upon its adoption.

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

PASSED, APPROVED, AND ADOPTED this 18th day of February, 2025. _____________________________________
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 )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2025- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held February 18, 2025 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. 2025- duly passed and adopted by the Ontario City Council at their regular meeting held February 18, 2025. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
31 EXHIBIT A

BOUNDARY MAP
32 EXHIBIT B

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

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

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

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

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
34 35

City of Ontario CFD No. 73 1 November 26, 2024

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 73
(WILDFLOWER ACRES)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

Special Taxes shall be levied on all Assessor’ s Parcels in the City of Ontario Community Facilities District No. 73 (Wildflower Acres) (“ CFD No. 73”) and collected each Fiscal Year, commencing in Fiscal Year 2025-26, in an amount determined by the City Council of the City of Ontario through the application of the Rate and Method of Apporti onment, as described below.

All of the real property in CFD No. 73, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.

A. DEFINITIONS

The terms hereinafter set forth have the following meanings:

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

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

“Administrative Expenses” means the following actual or reasonably estimated costs directly related to the administration of CFD No. 73: the costs of computing the Special Taxes and preparing the annual Special Tax co llection schedules (whether by the City or CFD No. 73 or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the di scharge of the duties required of it under the Indenture; the costs to the City or CFD No. 73 of complying with arbitrage rebate requirements; the costs to the City or CF D No. 73 of complying with City, CFD No. 73, or obligated persons disclosure requirements associated with applicable federal and state securities laws and of the Act; the costs asso ciated with preparing Special Tax disclosure statements and responding to pub lic inquiries regarding the Sp ecial Taxes; the costs of the City or CFD No. 73 related to the analys is and reduction, if any, of the Special Tax A on Single Family Property in accordance with Sec tion C.1 herein; the costs of the City or CFD No. 73 related to an appeal of the Special Tax; the costs associated with the release of funds from any escrow account; the City ’s administration fees and third party expenses; the costs of City staff time and reasonable overhead relating to CFD No. 73; and amounts estimated or advanced by the City or CFD No. 73 for any other administrative purposes of the CFD, including a ttorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

36 City of Ontario CFD No. 73 2 November 26, 2024
“Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.

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

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

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

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

“Bonds” means any bonds or other debt (as defi ned in Section 53317(d) of the Act) issued by CFD No. 73 under the Act and payable from Special Tax A.

“Buildable Lot” means an individual lot, within a Final Subdivision Map or an area expected by CFD No. 73 to become Final Mapped Property, such as the area within a Tentative Tract Map, for which a building permit may be issued without further subdivision of such lot.

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

“CFD No. 73” means City of Ontario Community F acilities District No. 73 (Wildflower Acres).

“City” means the City of Ontario, California.

“City Council” means the City Council of the City, acting as the legislative body of CFD No. 73.

“Contractual Impositions” means (a) a voluntary contra ctual assessment established and levied on an Assessor’s Parcel pursuant to Chapter 29 of Part 3 of Divi sion 7 of the California Streets and Highways Code (commencing with Section 5898.10 et seq. ), as amended from time to time, (b) a special ta x established and levi ed on an Assessor’s Parcel pursuant to Section 53328.1 of the California Gove rnment Code and related provisions of the Act, as amended from time to time, and (c) any other fee, charge, tax, or assessment established and levied on an i ndividual Assessor’s Parcel pursuant to a contractual agreement or othe r voluntary consent by the ow ner thereof (e .g., property owner association assessments).

“County” means the County of San Bernardino.

37 City of Ontario CFD No. 73 3 November 26, 2024
“Designated Buildable Lot” means a Buildable Lot for which a building permit has not been issued by the City as of the date of calculation of the Backup Special Tax A.

“Developed Property” means for each Fiscal Year, al l Taxable Property, exclusive of Final Mapped Property, Taxable Property Owner Association Property, and Taxable Public Property, for which a building permit or other applicable permit for new construction was issued after January 1, 2024, and before May 1 of the prior Fiscal Year.

“Expected Residential Lot Count” means 156 Buildable Lots of Single Family Attached Property and 177 Buildable Lots of Single Family Detached Property, or, as determined by the CFD Administrator, the number of Buildable Lots of Single Family Property based on the most recent Tentative Tract Map(s) or most recently recorded Final Subdivision Map(s) or modified Final Subdivision Map(s).

“Facilities” means the public facilities authorized to be financed, in whole or in part, by CFD No. 73.

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

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

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

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

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

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

“Lower Income Household Welfare Exemption Property” means, for each Fiscal Year, an Assessor’s Parcel within the boundari es of CFD No. 73 that is subject to a welfare exemption under subdivision (g) of Section 214 of the California Revenue and 38 City of Ontario CFD No. 73 4 November 26, 2024
Taxation Code (or any successor statute), as indicated in the most recent County assessor’s roll finalized prior to such Fiscal Year.

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

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

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

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

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

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

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

“Price Point Consultant” means any consultant or firm of such consultants selected by CFD No. 73 that (a) has substantial experi ence in performing pr ice point studies for residential units within community facilitie s districts established under the Act or otherwise estimating or confirming pricing for residential units in such community facilities districts, (b) has recognized expertise in analyzing economic and real estate data that relates to the pricing of residential units in such community facilities districts, (c) is in fact independent and not under the contro l of CFD No. 73 or the City, (d) does not have any substantial interest, di rect or indirect, with or in (i) CFD No. 73, (ii) the City, (iii) any owner of real property in CFD No. 73, or (iv) any real property in CFD No. 73, and (e) is not connected with CFD No. 73 or th e City as an officer or employee thereof, but who may be regularly retained to make reports to CFD No. 73 or the City.

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

39 City of Ontario CFD No. 73 5 November 26, 2024
“Property Owner Association Property” means, for each Fiscal Year, any property within the boundaries of CFD No. 73 that was owned by a property owner association, including any master or sub-association, as of January 1 of the prior Fiscal Year.

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

“Public Property” means, for each Fiscal Year, property within the boundaries of CFD No. 73 that is (a) owned by, irrevocably offered to, or dedicated to the federal government, the State, the County, the City, or any local government or other public agency or (b) encumbered by an easement fo r purposes of public or utility right-of-way that makes impractical its use for any purpose ot her than that set forth in such easement; provided that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use.

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

“Residential Floor Area” means all of the Square Foot age of living area within the perimeter of a Unit, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determin ation of Residential Floor Area shall be as set forth in the building permit( s) issued for such Assessor’s Parcel, or as set forth in other official records maintained by the City ’s Building Department or other appropriate means selected by CFD No. 73. The actual Sq uare Footage shall be rounded up to the next whole square foot. On ce such determination has be en made for an Assessor’s Parcel, it shall remain fixed in all future Fiscal Years unless an appeal pursuant to Section F below is approved that results in a change in the actual Square Footage.

“Residential Property” means, for each Fiscal Year, an Assessor’s Parcel for which a building permit for new construction of one or more Units was issued after January 1, 2024, and before May 1 of the prior Fiscal Year.
40 City of Ontario CFD No. 73 6 November 26, 2024

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

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

“Single Family Detached Dwelling Unit” means, with respect to Special Tax B, a Unit of Single Family Detached Property.

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

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

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

“Special Tax A” means the special tax authorized by the qualified electors of CFD No. 73 to be levied within the boundaries of CFD No. 73 to pay for Facilities and Services.

“Special Tax A Requirement” means for any Fiscal Year that amount required, after taking into account available amounts held in the funds and accounts established under the Indenture, for CFD No. 73 to: (i) pay debt service on all Outstanding Bonds which is due in the calendar year that commences in su ch Fiscal Year; (ii) pay periodic costs on the Bonds, including, but not limited to, cred it enhancement and rebate payments on the Bonds; (iii) pay a pro rata sh are of Administrative Expenses ; (iv) provide any amounts required to establish or repl enish any reserve fund for the Bonds; (v) pay directly for acquisition or construction of Facilities, or th e cost of Services, to the extent that the inclusion of such amounts does not increa se the Special Tax A levy on Final Mapped Property or Undeveloped Propert y; and (vi) provide an amount equal to Special Tax A delinquencies based on the historical delinquen cy rate for Special Tax A as determined by the CFD Administrator.

“Special Tax B” means the special tax authorized by the qualified electors of CFD No. 73 to be levied within the boundaries of CFD No. 73 to pay for Services.

“Special Tax B Requirement” means for any Fiscal Year that amount required, after taking into account available am ounts in any funds and acc ounts established to pay for Services, to pay the cost of Services, a pro rata share of Administrative Expenses, and an 41 City of Ontario CFD No. 73 7 November 26, 2024
amount equal to Special Tax B delinquencies based on the historical delinquency rate for Special Tax B as determined by the CFD Administrator.

“Square Footage” or “Sq. Ft.” means the floor area squa re footage reflected on the original construction building permit, or as se t forth in other official records maintained by the City’s Building Department or othe r appropriate means selected by CFD No. 73, issued for construction of Residential Prope rty or Non-Residential Property, plus any square footage subsequently added to a building of Non-Reside ntial Property after issuance of a building permit for expansion or renovation of such building.

“State” means the State of California.

“Taxable Property” means, for each Fiscal Year, all of the Assessor’s Parcels within the boundaries of CFD No. 73 that ar e not exempt from the Specia l Taxes pursuant to law or Section E below.

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

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

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

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

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

“TTM 20451” means Tentative Tract Map No. 20451, the area of which is located within CFD No. 73.

42 City of Ontario CFD No. 73 8 November 26, 2024
“Undeveloped Property” means, for each Fiscal Ye ar, all Taxabl e Property not classified as Developed Pr operty, Final Mapped Property, Ta xable Public Property, or Taxable Property Owner Association Property.

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

B. ASSIGNMENT TO LAND USE CATEGORIES

Each Fiscal Year, beginning with Fiscal Y ear 2025-26, all Taxable Property within CFD No. 73 shall be classified as Developed Pr operty, Final Mapped Property, Taxable Public Property, Taxable Property Owner Associati on Property, or Undeve loped Property, and shall be subject to Special Taxes in accordance with the Rate and Method of Apportionment as determined pursuant to Sections C and D below.

Assessor’s Parcels of Developed Property sha ll be further classified as: Single Family Property (and further classified as Single Family Attached Property or Single Family Detached Property, as needed) or Other Reside ntial Property (for Special Tax A); Single Family Detached Dwelling Unit, Multiple Family Dwelling Unit, or Gated Community Attached Dwelling Unit (for Special Tax B); or Non-Residential Property. For Special Tax A, Assessor’s Parcels of Single Family At tached Property shall be assigned to Land Use Classes 1 through 5, and Single Family Deta ched Property shall be assigned to Land Use Classes 6 through 12, as listed in Table 1 below based on the Residential Floor Area of the Units on such Assessor’s Parcels. Also for Special Tax A, Other Residential Property and Non-Residential Property shall be assigned to Land Use Classes 13 and 14, respectively.

C. MAXIMUM SPECIAL TAX

1. Special Tax A

At least 30 days prior to the issuance of Bonds, the Assigned Special Tax A on Developed Property (set fort h in Table 1 below) shall be analyzed in accordance with and subject to the condi tions set forth in this Sec tion C. At such time, CFD No. 73 shall select and engage a Pr ice Point Consultant and the CFD Administrator shall request the Price Point Consultant to prepare a Price Point Study setting forth the Minimum Sale Price of Units within each Land Use Class.

If based upon such Price Point Study the CFD Administrator calculates that the Total Tax Burden, excluding property owne r association assessments, applicable to Units within one or more Land Use Cl asses of Single Family Property to be constructed within CFD No. 73 exceeds 1.95% of the Minimum Sale Price of such Units, the Assigned Special Tax A sh all be reduced to the extent necessary to cause the Total Tax Burden, excluding property owner association assessments, that shall apply to Units within such Land Use Class(es) not to exceed 1.95% of the Minimum Sale Price of such Units.

43 City of Ontario CFD No. 73 9 November 26, 2024

Each Assigned Special Tax A reduction for a Land Use Class shall be calculated by the CFD Administrator separately, and it shall not be required that such reduction be proportionate among Land Use Classes. In connection with any reduction in the Assigned Special Tax A, the Backup Special Tax A shall also be reduced by the CFD Administrator ba sed on the percentage reduction in Maximum Special Tax A revenues within the Tentative Tract Map area(s) where the Assigned Special Tax A reductions occurred. Upon determining the reductions, if any, in the Assigned Special Tax A and Backup Special Tax A required pursuant to this Section C, the CFD Administrator shall complete the Certificate of Modification of Special Tax substantially in the form attached hereto as Exhibit A (the “Certificate of Modificati on”), shall ex ecute such completed Certificate of Modification, and shall deliver such executed Certificate of Modification to CFD No. 73. Upon receip t thereof, if in satisfactory form, CFD No. 73 shall execute such Certif icate of Modifica tion. The reduced Assigned Special Tax A and Backup Specia l Tax A specified in such Certificate of Modification sh all become effective upon the exec ution of such Certificate of Modification by CFD No. 73.

The Special Tax A reductions required pursuan t to this section shall be reflected in an amended notice of Special Tax lie n, which CFD No. 73 shall cause to be recorded with the County Recorder as s oon as practicable af ter execution of the Certificate of Modification by CFD No. 73. The reductions in this section apply to Single Family Property, but not to Other Residentia l Property or Non- Residential Property.

a. Developed Property

1) Maximum Special Tax A

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

2) Assigned Special Tax A

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

44 City of Ontario CFD No. 73 10 November 26, 2024
TABLE 1
ASSIGNED SPECIAL TAX A – DEVELOPED PROPERTY

3) Backup Special Tax A

The Backup Special Tax A shal l be $4,127 per Unit of Single Family Attached Property and $5,201 per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count for Single Family Attached Property does not equal 156 and for Single Family Detached Pr operty does not equal 177, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Attached Property and Single Family Detached Property shall be calculated according to the following formulas:

Attached = $643,798  Expected Residential Lot
Count for Single Family Attached
Propert
y

Detached = $920,551  Expected Residential Lot
Count for Single Family Detached
Property

Land
Use
Class

Description

Residential
Floor Area
(Square
Footage)

Assigned
Special Tax A
1 Single Family Attached Property < 1,401 $3,280 per Unit 2 Single Family Attached Property 1,401 – 1,500 $3,877 per Unit 3 Single Family Attached Property 1,501 – 1,600 $4,101 per Unit 4 Single Family Attached Property 1,601 – 1,700 $4,336 per Unit 5 Single Family Attached Property > 1,700 $4,491 per Unit 6 Single Family Detached Property < 1,501 $4,192 per Unit 7 Single Family Detached Property 1,501 – 1,700 $4,447 per Unit 8 Single Family Detached Property 1,701 – 1,900 $4,757 per Unit 9 Single Family Detached Property 1,901 – 2,100 $5,241 per Unit 10 Single Family Detached Property 2,101 – 2,300 $5,466 per Unit 11 Single Family Detached Property 2,301 – 2,500 $5,903 per Unit 12 Single Family Detached Property > 2,500 $6,025 per Unit 13 Other Residential Property $97,705 per Acre
14 Non-Residential Property $97,705 per Acre
45 City of Ontario CFD No. 73 11 November 26, 2024

If any portion of a Final Subdivisi on Map, or any area expected by CFD No. 73 to become Final Mapped Property – such as the area within TTM 20451, or any other Tentative Tract Map – changes any time after the City has issued Bonds, causing an adjustment to the number of Designated Buildable Lots, then the Backup Special Tax A for all Designated Buildable Lots of Single Family Property subject to the change shall be calculated according to the following steps:

Step 1: Determine the total Backup Special Tax A that
could have been collected from Designated
Buildable Lots of Single Family Attached Property
or Single Family Detached Property prior to the
Final Subdivision Map or expected Final Mapped
Property change.

Step 2: Divide the amount determined in Step 1 by the
number of Designated Build able Lots of Single
Family Attached Property or Single Family
Detached Property that exists after the Final
Subdivision Map or e xpected Final Mapped
Property change.

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

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

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

The Maximum Special Tax A for Fina l Mapped Property, Taxable Public Property, Taxable Property Owne r Association Property, and Undeveloped Property shall be $97,705 pe r Acre, and shall not be subject to increase or reduction and, therefore, shall remain the same in every Fiscal Year.

2. Special Tax B

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

46 City of Ontario CFD No. 73 12 November 26, 2024

TABLE 2
MAXIMUM SPECIAL TAX B – DEVELOPED PROPERTY

Land Use Class Maximum Special Tax B
Fiscal Year 2025-26
Residential Property
Single Family Detached Dwelling Unit $1,426.38 per Unit Multiple Family Dwelling Unit $1,236.46 per Unit
Gated Community Attached Dwelling Unit $1,036.38 per Unit Non-Residential Property

$0.260110 per Sq. Ft.

On January 1 of each Fiscal Year, commencing January 1, 2026, the Maximum Special Tax B to be applied in the next Fiscal Year shall be subject to an automatic increase at a rate equal to 4.0% of the amount in effect for the prior Fiscal Year.

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

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

4. Developed Property Special Tax Obligation

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

47 City of Ontario CFD No. 73 13 November 26, 2024

D. METHOD OF APPORTIONM ENT OF THE SPECIAL TAX

1. Special Tax A

Each Fiscal Year, beginning with Fiscal Year 2025-26, the CFD Administrator shall determine the Special Tax A Requirement for su ch Fiscal Year. The Special Tax A shall then be levied as follows:

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

Second: If additional monies are needed to sa tisfy the Special Tax A Requirement after the first step has been comp leted, then Special Tax A shal l be levied Proportionately on each Assessor’s Parcel of Final Mapped Pr operty up to 100% of the Maximum Special Tax A for Final Mapped Property;

Third: If additional monies are needed to sa tisfy the Special Tax A Requirement after the first two steps have been completed, then Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property;

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

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

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

Notwithstanding the above, under no circumstances shall Special Tax A levied in any Fiscal Year on any Assessor’s Parcel of Single Family Property or Other Residential Property for which an occupancy permit for pr ivate residential use has been issued be increased as a result of delinquency or defa ult by the owner or owners of any other Assessor’s Parcel or Assessor’s Parcels w ithin CFD No. 73 by more than ten percent above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

48 City of Ontario CFD No. 73 14 November 26, 2024

2. Special Tax B

Each Fiscal Year, beginning with Fiscal Year 2025-26, the CFD Administrator shall determine the Special Tax B Requirement. The Special Tax B shall then be levied Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the applicable Maximum Special Tax B for such Assessor’s Parcel, until the Special Tax B Requirement is satisfied. However, the Special Tax B levied in any Fiscal Year shall not increase by more than 4.0% of the amount of the Special Tax B levied in the prior Fiscal Year.

E. EXEMPTIONS

No Special Tax shall be levied on up to 2.27 Acres of Public Pr operty and up to 11.13 Acres of Property Owner Association Property. Tax-exempt status will be assigned by the CFD Administrator in th e chronological orde r in which property becomes Public Property or Property Owner Association Property.

Property Owner Association Property or Public Property that is not exempt from the Special Tax A under this section shall be subject to the levy of Special Tax A and shall be taxed Proportionately as part of the fifth or sixth step, re spectively, in Section D above, up to 100% of the applicable Maximum Sp ecial Tax A for Taxable Property Owner Association Property and Taxable Public Propert y. No Special Tax A shall be levied in any Fiscal Year on Assessor’s Parcels that have fully prepaid the Special Tax A obligation pursuant to the formula set forth in Section H.

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

F. APPEALS

Any property owner may file a written appe al of the Special Tax with CFD No. 73 claiming that the amount or application of th e Special Tax is not correct. The appeal must be filed not later than one calendar year after having paid the Special Tax that is disputed, and the appellant must be current in all payments of Special Taxes. In addition, during the term of the appeal pr ocess, all Special Taxes levied must be paid on or before the payment date established when the levy was made.

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

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

If the property owner disagrees with the CFD Administrator’s decision relative to the appeal, the owner may then file a written a ppeal with the City Council whose subsequent decision shall be final and bindi ng on all interested parties. If the decision of the CFD 49 City of Ontario CFD No. 73 15 November 26, 2024
Administrator or subsequent decision by the City Council re quires the Special Tax to be modified or changed in favor of the propert y owner, then the CFD Administrator shall determine if sufficient Special Tax revenue is available to make a cash refund. If a cash refund cannot be made, then an adjustment sh all be made to cred it future Special Tax levy(ies).

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

G. MANNER OF COLLECTION

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

H. PREPAYMENT OF SPECIAL TAX A

The following definitions apply to this Section H:

“CFD Public Facilities” means $19,744,000 for each Prepayment Period, or such lower number as determined by the C ity Council to be sufficien t to fund the Facilities and Services to be provided by CFD No. 73.

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

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

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

“Prepayment Period 1” means July 1, 2025, through June 30, 2059.

“Prepayment Period 2” means July 1, 2059, through June 30, 2092.

“Prepayment Period 3” means July 1, 2092, through June 30, 2126.

Only Special Tax A may be prepaid; Special Tax B shall continue to be levied on an annual basis on all Developed Property in CFD No. 73.

50 City of Ontario CFD No. 73 16 November 26, 2024

1. Prepayment in Full

The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid as described herein, provided that a prep ayment may be made only for Assessor’s Parcels for which a building permit for new construction was issued after January 1, 2024, and only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayme nt. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administr ator shall notify such owner of the prepayment amount for such Assessor's Parcel. The CFD Administrator may charge a fee for providing this service. Prepayment in any six month period must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from th e proceeds of such prepayme nt may be given to the Trustee pursuant to the Indenture.

The Special Tax A Prepayment Amount (def ined below) shall be calculated as summarized below (capitalized terms as defined below):

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

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

Paragraph No.

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

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

3. (a) Divide the Assigned Special Tax A computed pursuant to Paragraph 2 by the total estimated Assigned Special Tax A for CFD No. 73 based on the Developed Property Special Tax A which could be charged in the current Fiscal Year on all 51 City of Ontario CFD No. 73 17 November 26, 2024
expected development through buildout of CFD No. 73, excluding any Assessor’s Parcels which have been prepaid, and

(b) Divide the Backup Special Tax A co mputed pursuant to Paragraph 2 by the estimated total Backup Special Tax A at buildout of CFD No. 73, excluding any Assessor’s Parcels which have been prepaid.

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

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

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

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

8. Compute the amount needed to pay in terest on the Bond Redemption Amount from the first bond interest and/or princi pal payment date fo llowing the current Fiscal Year until the earliest redemption date for the Outstanding Bonds.

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

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

11. Verify the administrative f ees and expenses of CFD No. 73, including the costs to compute the prepayment, the costs to invest the prepayment proceeds, the costs to redeem Bonds, and the costs to record any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

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

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

52 City of Ontario CFD No. 73 18 November 26, 2024

14. From the Prepayment Amount , the amounts computed purs uant to Paragraphs 4, 5, 10, and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outs tanding Bonds or make debt service payments. The amount computed pursuant to Paragraph 7 shall be deposited into the Expenditures Fund. The amount computed pursuant to Paragraph 11 shall be retained by CFD No. 73.

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

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

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

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

Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on Taxable Property within CFD No. 73 (after excluding 2.27 Acres of P ublic Property and 11.13 Acres of Property Owner Association Property) both prior to and after the proposed prep ayment is at least

1.1 times the maximum annual debt service on all Outstanding Bonds.

2. Prepayment in Part

The Special Tax A on an Assessor’s Parc el for which a building permit for new construction was issued after January 1, 2024, ma y be partially prepaid. The amount of the prepayment shall be calculated as in S ection H.1, except that a partial prepayment shall be calculated by the CFD Administrator according to the following formula:

PP = (PF – AE)
x % + AE.

53 City of Ontario CFD No. 73 19 November 26, 2024
The terms above have the following meaning:

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

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

The owner of any Assessor’s Parcel who desi res such prepayment shall notify the CFD Administrator of such owner’s intent to partially prepay Special Tax A and the percentage by which Special Tax A shall be prepaid. The CFD Administrator shall provide the owner with a statement of the am ount required for the partial prepayment of Special Tax A for an Assessor’s Parcel within thirty (30) days of the request and may charge a fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the CFD Administrator shal l (i) distribute the remitted prepayment funds according to Section H.1, and (ii) indica te in the records of CFD No. 73 that there has been a partial prepayment of Special Tax A and that a portion of Special Tax A with respect to such Assessor’s Parcel, equal to the outstanding percentage (100% - “%”, as defined above) of the Maximum Special Tax A, shall continue to be levied on such Assessor’s Parcel pursuant to Section D du ring the Prepayment Period in which the partial prepayment is made.

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

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

I. TERM OF SPECIAL TAX

The Fiscal Year after which no further Special Tax A shall be levied or collected is Fiscal Year 2125-2126, except that Special Tax A that wa s lawfully levied in or before such Fiscal Year and that remains delinquent may be collected in subsequent years. Special Tax B shall continue to be levied indefi nitely on an annual basis on all Developed Property in CFD No. 73.

54 EXHIBIT A

CERTIFICATE

OF MODIFICATION OF SPECIAL TAX A
(PAGE 1 OF 3)

CITY OF ONTARIO AND CFD NO. 73 CERTIFICATE

1. Pursuant to Section C.1 of the Rate and Me thod of Apportionment of Special Tax (the “Rate and Method”) for City of Ontario Community Facilities District No. 73 (Wildflower Acres) (“CFD No. 73”), the Assigned Special Tax A and the Backup Special Tax A for Developed Property within CFD No. 73 has been modified.

a. The information in Table 1 below re lating to Assigned Special Tax A for Developed Property within CF D No. 73, as stated in S ection C.1.a.2 of the Rate and Method of Apportionment, has been modified as follows:

T
ABLE 1
ASSIGNED SPECIAL TAX A – DEVELOPED PROPERTY

Land
Use
Class

Description

Residential
Floor Area
(Square
Footage)

Assigned
Special Tax A
1 Single Family Attached Prope rty < 1,401 $[ ] per Unit 2 Single Family Attached Property 1,401 – 1,500 $[ ] per Unit 3 Single Family Attached Property 1,501 – 1,600 $[ ] per Unit 4 Single Family Attached Property 1,601 – 1,700 $[ ] per Unit 5 Single Family Attached Property > 1,700 $[ ] per Unit 6 Single Family Detached Prope rty < 1,501 $[ ] per Unit 7 Single Family Detached Property 1,501 – 1,700 $[ ] per Unit 8 Single Family Detached Property 1,701 – 1,900 $[ ] per Unit 9 Single Family Detached Property 1,901 – 2,100 $[ ] per Unit 10 Single Family Detached Property 2,101 – 2,300 $[ ] per Unit 11 Single Family Detached Property 2,301 – 2,500 $[ ] per Unit 12 Single Family Detached Property > 2,500 $[ ] per Unit 13 Other Residential Property $[ ] per Acre
14 Non-Residential Property $[ ] per Acre
55 EXHIBIT A

CERTIFICATE

OF MODIFICATION OF SPECIAL TAX A
(PAGE 2 OF 3)

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

The Backup Special Tax A shall be $[ ] per Unit of Single Family Attached Property and $[ ] per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count for Single Family Attached Property does not equal 156 and for Single Family Detached Pr operty does not equal 177, and the City has not issued Bonds, then the Backup Special Tax A for Designated Buildable Lots of Single Family Attached Property and Single Family Detached Property shall be calculated according to the following formulas:

Attached = $[ ]  Expected Residential Lot
Count for Single Family Attached
Propert
y

Detached = $[ ]  Expected Residential Lot
Count for Single Family Detached
Property

2. The Special Tax A for Developed Property ma y only be modified prior to the first issuance of CFD No. 73 Bonds.

3. Upon execution of this certificate by CFD No. 73, CFD No. 73 shall cause an amended notice of Special Tax lien for CFD No. 73 to be recorded reflecting the modifications set forth herein.

56 EXHIBIT A

CERTIFICATE

OF MODIFICATION OF SPECIAL TAX A
(PAGE 3 OF 3)

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

GOODWIN CONSULTING GROUP, INC.

CFD ADMINISTRATOR

By:_________________________________ Date:______________________

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

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 73
(WILDFLOWER ACRES)

By:_________________________________ Date:______________________

57 RESOLUTION NO. ________

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

CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 73 (WILDFLOWER ACRES)

TO INCUR BONDED INDEBTEDNESS
WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), has this date adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Intention to Establish a Community Facilities District Proposed to be Named City of Ontario Community Facilities District No. 73 (Wildflower Acres) and to Authorize the Levy of a Special Tax Therein,” stating its intention to establish City of Ontario Community Facilities District No. 73 (Wildflower Acres) (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services; and
WHEREAS, the City Council deems it necessary for the Community Facilities District to incur bonded indebtedness;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

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

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

SECTION 4. The maximum amount of the proposed debt is $70,000,000.

SECTION 5. The City Council hereby fixes Tuesday, April 1, 2025, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the proposed debt authorization; provided, that, in the event the April 1, 2025 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.

SECTION 6. The City Clerk of the City is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general 58 circulation published in the area of the proposed Community Facilities District.

Publication of said notice shall be completed at least seven days prior to the date herein fixed for said public hearing. Said notice shall contain all of the information prescribed by Section 53346 of the Act.

SECTION 7. All actions heretofore taken by the officers, employees and agents of the City with respect to the incurrence of bonded indebtedness by the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.

SECTION 8. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.

SECTION 9. This Resolution shall take effect immediately upon its adoption.

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

PASSED, APPROVED, AND ADOPTED this 18th day of February, 2025. _____________________________________
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: Public Works
Prepared By: Niles Boyer
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Jacqueline Leon, Bonnie Tam
Approved By:

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

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

EASEMENT AND STORM DRAIN PIPE REPLACEMENT PROJECT

CITY OF ONTARIO
Agenda Report
February 18, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The proposed Change Order No. 3 to the Construction Contract with GRBCON, Inc., of Baldwin Park, California, is in the amount of $163,576 for a total not-to-exceed contract amount of $1,408,677. The Fiscal Year 2024-25 Adopted Budget includes appropriations in the Capital Projects - Measure Q Fund for the Easement and Storm Drain Pipe 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 drain pipes at various locations citywide. Change Order No. 1 was then approved for additional pipeline repairs once video inspection was conducted. Change Order No. 2 was then approved to replace the collapsed pipes at the intersections of Mission Boulevard and Bon View Avenue, and Emporia Avenue and Plum Street and do further needed remediation.

After performing a video inspection, GRBCON, Inc. observed extensive damage to the storm drain line from the inlet on College Way to the outlet on Columbia Avenue. Heavy debris ﬂows have impacted the storm drain catch basins at the northwest corner of Mission Avenue and Bon View Avenue, as well as at Emporia Avenue and Plum Street. To address this, debris screens have been installed at both catch basins. Excavation work was also necessary at the intersection of Mountain Avenue and Mission Boulevard, as well as Mission Boulevard and Bon View Avenue, due to severe damage to the storm drain lines, which aﬀected traﬃc signal loops. Additionally, it was determined that repairing ﬁve storm drain catch basin deck lids at various locations would be beneﬁcial. Staﬀ recommends executing Change Order No. 3 to complete all necessary repairs.
61 46700.00100\33457526.1

Page 1 of 2 ends

(BB&K 2020)

CITY OF ONTARIO

CHANGE ORDER

Project: City Wide Storm Drain Repair Project

Contract Date: June 24, 2024,

Change Order Number: 3

Change Order Date: February 18, 2025,

To: GRBCON, Inc. Attn: Kristion Grbavac. 5114 Elton Street Baldwin Park, CA. 91706

THIS CHANGE ORDER FORM SHALL BE USED FOR ALL CHANGE ORDER S ASSOCIATED WITH THE WORK.

NO ADDITIONS OR DELETIONS TO THIS FORM SHALL BE ALLOWED, EXCEPT WITH PERMISSION OF THE CITY OF ONTARIO.

The Contract is changed as follows:

Addition of Full Pipelining of Bid Item #1
Addition of Catch Basin Debris Screens
Traffic Loop Repairs
Heavy Cleaning prior to Catch Basin Debris Screen installation Catch Basin Decklid Repairs.

Contractor agrees to furnish all labor, materials, equipment and services to perform the Work, modified as described herein, in accordance with the Contract Documents as revised by this Change Order.

NOT VALID UNTIL SIGNED BY OWNER

In consideration of the change(s) described above, the Contract Price is adjusted as follows:

The original Contract Price was $ 707,191.00
Net change by previously authorized Change Orders $ 537,910.00 The Contract Price prior to this Change Order was $ 1,245,101.00 The Contract Price will be changed by this Change Order in the amount of $ 163,575.50 The new Contract Price including this Change Order will be $ 1,408,676.50

In consideration of the change(s) described above, the Contract Time is adjusted as follows:

62 The Contract Time will be: increased decreased unchanged by 0 Days The Contract Time prior to this Change Order was 160 Days The new Contract Time including this Change Order will be 160 Days

Attachments: Change Order Proposal from GRBCON Inc.

Contractor accepts the terms and conditions stated herein as full and final settlement of any and all claims arising from this Change Order . The adjustments to the Contract Price and Contract Time in this Change Order constitutes the entire compensation and/or adjustment thereto due to Contractor , including direct, indirect, consequential, and overhead (field and home office) costs, due to Contractor arising out of or related to the c hange in the Work covered by this Change Order . By signing this Change Order, Contractor agrees to accept the amount of the adjustment to the Contract Price, and the adjustment of the Contract Time, as payment in full for all costs, including direct, indirect, consequential, and overhead (field and home office) costs, related to the change in the Work covered by this Change Order.

Accepted:

(Signature) Krisiton Grbavac, President Date

Approved:

(Signature) Tito Haes, Executive Director Public Works Date

Approved:

(Signature) Scott Ochoa, City Manager Date

63 Department: Public Works
Prepared By: Manuel Rebolledo
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Jacqueline Leon, Bonnie Tam
Approved By:

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

INCREASE NOT-TO-EXCEED AMOUNT OF CO-OPERATIVE PURCHASES & PRE-

AUTHORIZED VENDORS FOR FLEET EQUIPMENT SERVICES AND PARTS

CITY OF ONTARIO
Agenda Report
February 18, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the purchasing threshold increase for the co-operative purchase and delivery of ﬂeet parts in the amount of $300,000 for a not-to-exceed amount of $455,000 from Parts Authority, of Rancho Cucamonga, California, consistent with the terms and conditions of the CA-State Contract DGS-7-21-99-41-03; and
C
.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The purchase and delivery of automotive parts and materials with Factory Motor Parts is not-to-exceed the amount of $475,000 over three (3) years. The purchase and delivery of automotive parts and materials with Parts Authority is not-to-exceed the amount of $455,000 over three (3) years. The purchase and delivery of automotive parts and services with Rush Truck Center is not-to-exceed the amount of $799,000 over three (3) years. The Fiscal Year 2024-25 Adopted Budget includes appropriations in the Equipment Services Fund for the purchase of ﬂeet equipment and parts.

The approval of co-operative suppliers to provide services and parts for the variety of the City's fleet vehicles does not commit the City to any speciﬁc levels of future expenditures with these suppliers.

Expenditures for each supplier, and in total for each ﬁscal year, will not exceed the Fleet Services 64 Division’s appropriations limits established by the City Council.

BACKGROUND & ANALYSIS:

The Public Works Agency maintains the vehicles and equipment used by various City Departments. To ensure that the vehicles and equipment are safe to operate, maintenance and repairs are necessary on a regular basis; and undue time delays aﬀect the City’s ability to provide services to the community. On November 7, 2023, the City Council approved the piggyback of the California State Contracts with Factory Motor Parts, Parts Authority, and pre- authorized Rush Truck Center as a preferred vendor.

In general conformance with the provisions of Government Code Sections 54201 through 54204, Ontario Municipal Code Section 2-6.29 allows for the purchase of supplies and equipment through cooperative purchasing programs, pursuant to California Government Code Section 6502 and City of Ontario Resolution No. 91-141. Cooperative purchasing allows the City to pool its procurement power with other public agencies to obtain lower pricing than otherwise might be possible. 65 2. The term of this Agreement is:
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EXHIBIT A: SCOPE OF WORK

1. AGREEMENT OVERVIEW
This Scope of Work reflects the products and supplies to be provided by Elliott Auto Supply Co., Inc. dba Factory Motor Parts hereinafter referred to as the “Contractor,” for the State of California hereinafter referred to as the “Lead State” and all other Participating States and Entities, for the Automotive Parts Master Agreement (“Agreement” or “Master Agreement”).

Contractor shall permit State of California agencies, California local governmental agencies and NASPO ValuePoint Participating States and Entities to participate under this Master Agreement. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor will provide the entire portfolio of quality Automotive Parts to the Lead State, Participating States and Entities and local governmental agencies in a timely and efficient manner. Contractor will be the primary point of contact for data collection, reporting, and distribution of Automotive Parts to the Lead State and all other Participating States and Entities.

2. AGREEMENT TERM
The term of this Agreement is for a three (3) year period from the date of Master Agreement execution with the option to extend one (1) additional two (2) year period at the discretion of the Lead State. Extensions will be made by amendment to the Agreement at the same contracted discounts, terms and conditions.

3. RESPONSIBILITIES
A. Contractor shall meet all requirements identified in this Agreement.

B. Contractor will provide a Contract Manager in accordance with Exhibit A, Section

6.I.3 that will work with the Lead State Contract Administrator to fully implement and manage the Agreement.

C. Contractor will work closely with subcontractors (if applicable) to fully implement and manage this Agreement in accordance with Exhibit A, Section 6.I.1.

D. Contractor shall make available to the Lead State, technically competent personnel to accomplish the tasks and deliverables for the implementation and management of the Agreement.
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E. Contractor shall promptly notify the Lead State Contract Administrator in writing of any unresolved issues or problems related to the Agreement that have been outstanding for more than five (5) business days.

4. REQUIREMENTS
A. Available Product Categories
Contractor shall provide products for Automotive Parts categories at the discount provided in Exhibit B, Category Discounts. Products outside the scope of categories listed in Exhibit B may not be purchased from the Master Agreement.

B. Electronic Catalog
Item Description

1. Automotive Parts Electronic Catalog
Contractor shall develop and maintain an electronic catalog for use by Purchasing Entities. Contractor’s electronic catalog must be separate from the Contractor’s commercially available (i.e., public) online catalog and shall contain only category items and pricing as specified in the awarded Master Agreement. No other items or pricing may be shown in the electronic catalog without written approval from the Lead State Contract Administrator.

2. Electronic Catalog/Contract Website Contents
The Lead State Contract Administrator will review and determine acceptability of the electronic catalog format and data. The Electronic Catalog shall contain the following data elements at minimum:
• Item descriptions
• Contractor’s stock keeping number (SKU)
• Unit of measure (UOM)
• Quantity in the UOM
• List Price/MSRP
• Master Agreement price
• Quote generation (if applicable)
• Publicly available OEM price lists (current and archives) Within 30 calendar days of notice of award, Contractor will be required to provide the Electronic Catalog for Lead State Contract Administrator approval.

3. Availability
The Electronic Catalog shall be available twenty-four (24) hours per day, seven (7) days per week, except for regularly scheduled maintenance 68 State of California
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Item Description
times. Contractor shall not have any catalog viewing access restrictions for Participating States or Entities.

C. Pricing
Item Description

1. Category Discounts
Master Agreement employs a discount-off Manufacturer Suggested Retail Price (MSRP) structure. Category discounts outlined in Exhibit B, Category Discounts, will remain firm for the entire term of the agreement, including extension periods. However, Contractors may offer lower pricing on a per order basis to Purchasing Entities.

In the event a product falls into two or more categories the highest category discount will be applied.

2. Promotions
Contractor may offer promotional discounts, including but not limited to statewide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts.

During special pricing promotions, the Contractor shall offer Participating Entities the promotional pricing or the category discount percentage off MSRP, whichever is lower.

Promotional pricing shall not be cause for a permanent change in pricing.

Promotional items shall come with all benefits of the Master Agreement terms and conditions and shall include all provisions such as warranty and delivery.

D. Retail Sales Establishments
Item Description

1. Retail Sales Establishments
Retail Sales Establishments are defined as any facilities that the Contractor uses on a regular basis to warehouse and/or sell merchandise, and at which the Contractor conducts regular business transactions at either the retail or wholesale level. Contractor facility should provide:
• Walk-in and will-call order system during regular work hours. • Customer service associate to support walk-in and will-call order system.
• Itemized sales receipts for all walk-in and will-call transactions. 69 State of California
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Item Description
• Availability of delivery.
• Acceptance of Purchasing Card.

These facilities shall be operated in accordance with state law and comply with all zoning requirements as implemented by local, county or state governments. Examples of unacceptable retail sales establishments include houses, garages, or storage rental facilities.

Contractor shall provide a list of authorized retail sales establishment locations to be used on this Master Agreement to the Lead State within 15 calendar days of notice of award.

If Contractor is offering Retail Sales Establishments, Contractor shall ensure state agencies, local government agencies and other Participating Entities will receive Master Agreement pricing when purchasing items through Retail Sales Establishments.

E. Ordering
Item Description

1. Ordering Methods
Contractor shall accept orders through the following methods:
• Electronic (email) – An email address to be used by
Purchasing Entities for placing orders must be in place before the commencement of this Master Agreement.
• Facsimile – A toll-free facsimile number to be used by Purchasing Entities for placing orders must be in place before the commencement of this Master Agreement. Facsimile orders must be accepted between the hours of 8:00 AM and 5:00 PM, Monday through Friday in the time zone the order is placed. • U.S. Mail – Contractor must have the capability to receive orders by mail in place before the commencement of this Master Agreement.
• Over-the-counter/Walk-In – Contractor shall provide over-the- counter order and delivery at all commercial locations. See Exhibit A, Section 6.D (Retail Sales Establishments).
• Online (internet) – Contractor’s Electronic Catalog website to be used by Purchasing Entities for placing orders must be in 70 State of California
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Item Description
place before the commencement of this Master Agreement. See Exhibit A, Section 6.B (Electronic Catalog).

Prior to contract award, Contractor shall provide the ordering information within five (5) business days of the Lead State’s request.

2. Purchase Execution
California state agencies must submit orders on a Purchasing Authority Purchase Order (Std. 65) or using the FI$Cal Purchase Order process in accordance with posted User Instructions.

Local government agencies and other Purchasing Entities may use their own approved Purchase Order document process as addressed in their Participating Addendum.

Contractor shall not accept purchase documents from Purchasing Entities that are incomplete or contain items outside the scope of the Master Agreement.

3. Minimum Order (M)
There is no minimum order.

4. Order Acknowledgement
The Contractor must provide Purchasing Entities with an order receipt acknowledgment via e-mail/facsimile within one (1) business day after receipt of an order. The acknowledgement will include:

• Purchasing Entity Name
• Purchase Order Number
• Description of Goods / SKUs
• Total Cost
• Anticipated Delivery Date
• Identification of any Out of Stock/Discontinued Items

5. Out-of-Stock Remedy
Upon receipt of order acknowledgment identifying out of stock items, the Purchasing Entity shall have the following options:
• Request back order
• Cancel the item from the order
Upon request, Contractor shall provide updates on back ordered items to the Purchasing Entity. Contractor is not permitted to make 71 State of California
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Item Description
substitutions or cancellations without authorization from the Purchasing Entity.

6. Core Exchange/Charges
All parts supplied which require core exchange shall be monitored by the Contractor to ensure proper cores are returned. Core credit is to be issued the same day as received. Any core that is not usable or not returned shall be billed at the core price listed in the manufacturer’s price sheet for that particular part.

7. Remanufactured Parts
Contractor may provide remanufactured parts when new parts are not available with authorization from the Purchasing Entity. Used, previously installed or shop-worn parts shall not be accepted.

F. Delivery
Item Description

1. Delivery Locations
Deliveries are to be made to the Purchasing Entities’ location specified on the individual order, which may include, but not be limited to inside buildings, high-rise office buildings, and receiving docks.

2. Delivery Schedule
Delivery of ordered product shall be completed within two (2) business days after receipt of an order, unless otherwise agreed to by the Purchasing Entity.

Since receiving hours for each Purchasing Entity will vary by facility, it will be the Contractor’s responsibility to check with each facility for their specific receiving hours before delivery occurs.

Contractor must notify the Purchasing Entity within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the order.

3. Delivery from Retail Sales Establishments
Delivery of standard in-stock items to locations within five (5) miles from company’s retail business establishment shall be accomplished within 45 minutes. Delivery outside the five (5) mile range will be accomplished by a scheduled delivery.
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Item Description

4. Security Requirements for Institutions
Deliveries may be made to locations inside secure institutional grounds (such as state prisons) that require prior clearances to be made for delivery drivers.

Contractor will be responsible for contacting the secure location for security clearance procedures, hours of operation for deliveries and service, dress code, and other rules of delivery. These security clearance procedures may vary from facility to facility.

Deliveries that are delayed due to drivers not being cleared to enter institutional grounds may cause the contractor to be declared in default of contract requirements.

5. Free on Board (F.O.B.) Destination (Shipping Terms) All prices offered shall be F.O.B. destination, freight prepaid by the Contractor, to the Purchasing Entity’s final receiving point. Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering organization, except the responsibility for latent defects, fraud, and the warranty obligations.

All emergency or rush deliveries that require special shipping and handling should be at the ordering entities expense, with prior approval from the Purchasing Entity. Emergency or rush shipping charges shall be added to an invoice as a separate line item. In the event an emergency or rush delivery is required as the result of a Contractor’s error; all shipping cost shall be paid by the Contractor.

6. Manufacturer Warranty
Contractor must honor all manufacturers’ warranties and guarantees on all products offered as part of the Master Agreement. If a product warranty extends beyond the term of the Master Agreement, the Contractor must agree to provide warranty services throughout the life of the warranty.

These parts must be warranted to be free of defective parts and workmanship, provided they are properly installed on the vehicle for which they were intended, for the time and mileage shown in the product literature or catalog.

Statement of warranty is to be provided by Contractor with items delivered under this Master Agreement.

For all items ordered, warranty begins on the date of delivery. 73 State of California
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Item Description

7. Return Policy
Items purchased under this Master Agreement may be returned at no cost for a full refund if item is unused, in its original packaging and within thirty (30) calendar days of delivery.

All returns shall be picked up within seven (7) business days of notification. Notification is defined as notice in writing, by facsimile or e- mail.

8. Credit Policy
The Contractor shall offer a full credit/refund for the following items:
• Items shipped in error
• Defective or freight-damaged items
• Items returned within 30 calendar days of delivery

In all cases, the Purchasing Entity shall have the option of taking an exchange, receiving a credit, or receiving a refund.

The Contractor will be responsible for the credit/refund or replacement of all products, including those covered by manufacturer warranties as stated in Exhibit A, Section 6.F.6, Warranty. Contractor cannot require the Purchasing Entity to deal directly with the manufacturer.

9. Product Recall Procedures
Contractor shall provide recall notification, regardless of level, in writing to the Lead State Contract Administrator and each applicable Purchasing Entity through the most expedient method possible. The notices, at a minimum, shall include a complete product description and/or identification, contract number, delivery order number and disposition instructions.

Contractor agrees to use commercially reasonable efforts in identifying the applicable manufacturer in order that the Lead State and any Participating Entities or Purchasing Entities may work with such manufacturer to handle any applicable recall issues.

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G. Invoicing and Payment
Item Description

1. Invoices
Invoices shall be submitted to the Purchasing Entity within seven (7) calendar days from date of delivery. Invoices should include the following at a minimum:
• Agency Order Number (Purchase Order Number)
• Purchasing Entity Name
• Delivery address of the order
• Product(s) description
• Manufacturer’s product(s) number(s)
• Quantities of merchandise issued
• Price(s) per unit(s) and extended price
• Date ordered
• Date delivered
• Listing of returns or back ordered items
• Discounts (i.e. Cash Discounts, Prompt Payment
• Totals for each order. Each invoice shall have a total for all orders, a total for all credits, and amount due from each agency • Any other mutually agreed upon requirements

2. Payment
California state agencies and local government agencies may pay by check, electronic funds transfer, or with the State of California purchase card (CAL-Card). Payments are to be made in accordance with paragraph 30 of the Lead State’s General Provisions (Exhibit C).

Purchasing Entities may pay by check, electronic funds transfer, or by a State Purchasing card (P-card). The Contractor will be solely responsible for the credit card user-handling fee associated with credit card purchases.

Participating States and Entities may have their own payment terms which will be identified within individual Participating Addendums.

3. State of California CAL-Card Invoicing
For orders paid through CAL-Card, invoices are to be processed separately from other payment methods and submitted to the CAL-Card 75 State of California
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Item Description
account holder. For additional information, visit the CAL-Card Program website (https://www.dgs.ca.gov/cal-card).

The total invoice amount for each order paid by CAL-Card must reflect a zero balance due or credit, if applicable, and identified as “paid by CAL- Card”.

H. Reporting
Item Description

1. Usage Report (Lead State)
During the term of the Master Agreement, Contractor shall submit usage reports on a quarterly basis to the Lead State Contract Administrator for all California Purchasing Entity sales using the report template provided by the Lead State Contract Administrator.

Usage Report will contain the following data elements at a minimum:
• Ordering Agency Name
• Agency Type (State/Local)
• Purchase Order Number
• Order Date
• Category
• Manufacturer Part Number (OEM #)
• Item Description
• Unit of Measure
• Quantity
• List Price/MSRP
• Unit Price
• Extended Price Paid
• Catalog Version Date
The Lead State Contract Administrator reserves the right to modify the reporting template and require Contractor to provide additional order information during the course of this Agreement.

The report shall be an Excel spreadsheet transmitted electronically to [email protected]
.

The report is due even when there is no activity. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected 76 State of California
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Item Description
reports within five (5) business days of the date of written notification from the State.

Tax must not be included in the report, even if it is on the purchase order.

Reports are due by the 30th day following a calendar quarter. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of the Master Agreement.

Amendment for term extensions may be approved only if all quarterly reports due have been submitted to the Lead State.

The Lead State Contract Administrator will provide the reporting template upon award.

2. Participating State/Entity Reporting
Contractor must provide usage reporting to Participating States and Entities as defined in the individual Participating Addendum.

3. NASPO ValuePoint Summary and Detail Usage Reports
Contractor shall submit specific summary and detailed usage reports directly to NASPO ValuePoint as set forth in Section V of the NASPO ValuePoint Master Agreement Terms (Exhibit D).

The Lead State Contract Administrator will provide the Detail Usage Report template upon award.

4. Ad Hoc Reporting
Contractor shall have the ability to provide ad hoc reports at no cost to the Lead State. Upon written request, Contractor shall permit and provide access to all data that pertains to any procurement action taken by a Purchasing Entity or Participating Entity as a whole. The Lead State or Purchasing Entity may make copies of procurement data in any form and the use of such data shall not be restricted.

Dependent on future reporting requirements, the Lead State may ask that certain reports become standard and delivered to the Lead State on a monthly or quarterly basis.

5. Lead State Administrative Fee
Contractor shall remit a quarterly Lead State administrative fee of 1.25 percent of all goods purchased by California Purchasing Entities for each reporting quarter. Prices submitted shall not reflect the California administrative fee. The Lead State administrative fee shall not be 77 State of California
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Item Description
invoiced or charged to the ordering agency and is specific to California only.

This fee will be due to the Lead State on the 30th day following the ending of the quarterly reporting period. Payment of the Lead State administrative fee is due irrespective of payment status on orders or service contracts from a Purchasing Entity.

6. NASPO ValuePoint Administrative Fee
Contractor shall remit a NASPO ValuePoint administrative fee as specified in Section V of the NASPO ValuePoint Master Agreement Terms (Exhibit D).

7. Participating Entity Administrative Fee
If a Participating Entity requires an administrative fee, each fee will be negotiated and articulated in the individual state’s Participating Addendum.

I. Management and Customer Service
Item Description

1. Contractor Responsibility
Contractor shall be responsible for successful contract performance of the Master Agreement and successful performance of any and all of their subcontractors.

Contractor agrees to comply with requirements under the Master Agreement, even if requirements are delegated to subcontractors. All Lead State policies, guidelines, and requirements apply to subcontractors. The prime Contractor and subcontractor(s) shall not in any way represent themselves in the name of the Lead State without prior written approval.

Furthermore, the Lead State will consider the prime Contractor to be the sole point of contact with regard to contractual matters, payments, warranty issues, for the term of the Master Agreement and any extensions.

Use of subcontractors will be addressed within each state’s Participating Addendum.
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Item Description

2. Lead State Contract Administrator
The Lead State Contract Administrator will be the contact person for issues relating to the Master Agreement. Any modifications to the requirements contained in the Master Agreement may only be authorized by the State Contract Administrator or his/her designee through Master Agreement Amendment.

3. Contractor Contract Manager
Contractor will assign a contact person for contract management purposes. The Contractor Contract Manager must be authorized to make decisions on behalf of the Contractor.

4. Changes in Contract Manager
Contractor must notify the Lead State Contract Administrator of Contractor Contract Manager changes in writing within 10 calendar days of the change.

5. Contractor Name Change
An amendment is required to change the Contractor’s name as listed on this agreement.

Contractor shall notify the Lead State of any name change. Upon receipt of legal documentation of the name change the Lead State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

6. Customer Service Unit
Contractor will have a customer service unit that supports this Master Agreement. The customer service unit shall provide office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during business hours.

The customer service unit shall be staffed with individuals that:
• Are trained in the requirements of this contract
• Have the authority to take administrative action to correct problems that may occur
• Are designated for training and general customer service follow-up Contractor shall respond to customer inquiries within one (1) business day of initial contact.

Prior to Master Agreement award, Contractor shall provide customer service information to the Lead State within five (5) business days of written request.
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J. Transition / End of Agreement
Item Description

1. Transition Plan at End of Contract
Contractor agrees that at the end of this Master Agreement, should the Lead State conduct another procurement and award a new Master Agreement, the Contractor will work with the Lead State Contract Administrator, if requested to ensure that an efficient and effective transition takes place.

Upon termination or expiration of the Master Agreement the following will occur:
• All on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website.
• Customer data/user accounts acquired during the term of the contract shall be destroyed or returned to the Lead State at the request of the Lead State Contract Administrator.
• No references to the Master Agreement shall be made after contract end on the Contractor’s commercial website without permission by the State Contract Administrator.
• All invoicing disputes and/or order tracking will be conducted through the Contractor’s Customer Service Unit via telephone or email.

K. Environmentally Preferable Purchasing
The following requirements are specific to the State of California and may be incorporated within Participating Addenda at the Participating Entity’s discretion.

Item Description

1. Environmentally Preferable Purchasing (EPP)
California Department of General Services is responsible for the implementation of EPP as mandated by the California Public Contract Code (PCC), Chapter 6, sections 12400-12404. Contractor certifies the products or services offered comply with the Federal Trade Commission’s Guidelines for the Use of Environmental Marketing Terms (PCC Section 12404).

2. Post-Consumer Recycled Content (PCRC) Certification California state agencies are required to report purchases made within eleven (11) product categories in the California Department of Resources Recycling and Recovery’s (CalRecycle), State Agency Buy Recycled 80 State of California
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Item Description
Campaign (SABRC) in accordance with Public Contract Code sections 12200-12217.In order to comply with those requirements, Contractor will be required to certify in writing the minimum percentage, if not the exact percentage, of post-consumer recycled content (PCRC) material in each of the products ordered, upon request.

3. Green Product Marking and Labeling
Contractor shall identify products that possess third party environmental certifications on the Electronic Catalog.

4. Wheel Weights
California law prohibits the manufacture, sale, or installation of wheel weights containing more than 0.1% lead. California Health and Safety Code Section 25215.6-25215.7 (
https://codes.findlaw.com/ca/health-and-
safety-code/hsc-sect-25215-6.html).

5. Mercury Containing Products
A person cannot sell or distribute for promotional purposes, in California, certain types of new or refurbished products and devices that contain mercury. This law can be found in Health and Safety Code, Division 20, Chapter 6.5; Mercury-Added Thermostats, Relays, Switches, and Measuring Devices (Sections 25214.8.1-25214.8.6).
(
https://codes.findlaw.com/ca/health-and-safety-code/hsc-sect-25214-8-

4.html).

6. Consumer Products
Contractor may not sell, supply, offer for sale, or manufacture for sale in California consumer products that do not comply with the Consumer Products Regulatory Program, whose aim is to reduce the amount of volatile organic compounds (VOCs), toxic air contaminants (TACs), and greenhouse gases (GHGs) that are emitted from using chemically formulated consumer products. Background information including enforcement of the program can be found at:
https://ww2.arb.ca.gov/our-
work/programs/consumer-products-program/about.

Regulations for the program can be found in Article 2: Regulation for Reducing Emissions from Consumer Products, commonly referred to as the General Consumer Products Regulation.

7. Brake Friction Material
All motor vehicle brake friction materials sold in California must meet the requirements as identified in California Health and Safety Code Section 25250.51 (Source:
https://dtsc.ca.gov/wp-
content/uploads/sites/31/2018/07/Final_regulation_language_10032016.p df).
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EXHIBIT B: CATEGORY DISCOUNTS
Category Description
Percent
Discount Off
MSRP
1 Air Conditioning 62%
2 Alternators and Starters 64%
3 Batteries 64%
4 Bearings, Ball and Roller 67%
5 Belts and Hoses 60%
6 Brakes 68%
7 Electrical and Ignition 62%
8 Emission, Sensors and Exhaust 62%
9 Engine and Drive Train 62%
10 Filters, Oil, Gas, Air and Transmission 71%
11 Gaskets and Seals 65%
12 Heating and Cooling (Engine) 62%
13 Lamps, Lighting and Mirrors 62%
14 Oils, Chemicals, Fluids and Lubricants 62%
15 Pumps, Fuel and Water 65%
16 Suspension, Shocks, Struts and Steering 65%
17 Wipers/Washers 77%
18 Winter Accessories 60%
19 General Automotive Parts (Aftermarket Automotive
Parts not included in Categories 1-18.)
62%
20 Automotive Repair Shop Supplies and
Equipment/Tools (e.g., cleaning supplies,
wrenches, etc.)
30%

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EXHIBIT C: LEAD STATE GENERAL PROVISIONS
Non-IT General Provisions (6/8/2010) is hereby incorporated by reference and made part of this agreement as if attached hereto. This document can be viewed at:
https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources- List-Folder/Model-Contract-Language
These terms are applicable for State of California purchases only.

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EXHIBIT D: NASPO VALUEPOINT MASTER AGREEMENT TERMS
I. Definitions

1.1 Acceptance means acceptance of goods and services as set forth in Section IX of this Master Agreement.

1.2 Contractor means a party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement.

1.3 Embedded Software means one or more software applications which permanently reside on a computing device.

1.4 Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

1.5 Lead State means the State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.

1.6 Master Agreement means the underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.

1.7 NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company.

NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

1.8 Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products.

1.9 Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.10 Participating Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
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1.11 Participating State means a state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.

1.12 Product or Products and Services means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Product includes goods and services.

1.13 Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

II. Term of Master Agreement

2.1 Initial Term. The initial term and extension options for this Master Agreement is listed in Section 2 of Exhibit A, Scope of Work.

2.2 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

2.3 Amendment Term. The term of the Master Agreement may be amended past the initial term and stated renewal periods for a reasonable period if in the judgment of the Lead State a follow-on competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection will not be deemed to limit the authority of a Lead State under its state law to otherwise negotiate contract extensions.

III. Order of Precedence

3.1 Order. The following order of precedence shall apply for Orders executed by Purchasing Entities:

3.1.1 A Participating Entity’s Participating Addendum (“PA”);

3.1.2 NASPO ValuePoint Master Agreement, including all attachments thereto;

3.1.3 A Purchase Order issued against the Master Agreement;

3.1.4 The Solicitation or, if separately executed after award, the Lead State’s bilateral agreement that integrates applicable provisions;

3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.

3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 85 State of California
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3.3 Participating Addenda. Participating Addenda will not be construed to dimmish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement.

IV. Participants and Scope

4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.

4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda.

States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to
[email protected]
to support documentation of participation and
posting in appropriate databases.
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4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Entities should coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.

4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit:
payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.

4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.
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V. NASPO ValuePoint Provisions

5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement.

The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.

5.2 Administrative Fees

5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor’s response to the Lead State’s solicitation.

5.2.2 State Imposed Fees. Some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

5.3 NASPO ValuePoint Summary and Detailed Usage Reports

5.3.1 Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org
. All sales made under this
Master Agreement must be reported as cumulative totals by state.

Contractor must submit a report for each quarter, including quarters during which a Contractor has no sales, in which case this will be indicated in the Reporting Tool. Reports must be submitted no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).

5.3.2 Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and 88 State of California
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line item description, including product number if used. The report must be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days following the end of the calendar quarter.

Reports must be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports must include sales information for all sales under Participating Addenda executed under this Master Agreement.

5.3.3 Reporting on Personal Use. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity ((state and agency, city, county, school district, etc.) under whose authority the employee is purchasing Product for personal use and the amount of sales. No personal identification numbers (e.g., names, addresses, social security numbers or any other numerical identifier) may be submitted with any report.

5.3.4 Executive Summary. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an
executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.

5.3.5 Use of Data. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports will have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract
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NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.

5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.

5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees.

5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.

5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions provided to another competing cooperative. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two (2) years after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws.

5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, 90 State of California
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universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

VI. Pricing, Payment & Leasing

6.1 Pricing. The discounts contained in this Master Agreement represent the minimum discount to any Purchasing Entity.

6.1.1 All discounts must be guaranteed for the entire term of the Master Agreement, including extension years.

6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within forty-five (45) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card with no additional charge.

6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

VII. Ordering

7.1 Order Numbers. Master Agreement, Participating Addendum, and purchase order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be 91 State of California
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solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.

7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum.

7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement.

7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered.

7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.

7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

7.6 Order Form Requirements. All Orders pursuant to this Master Agreement, at a minimum, must include:

7.6.1 The services or supplies being delivered;

7.6.2 A shipping address and other delivery requirements, if any;

7.6.3 A billing address;

7.6.4 Purchasing Entity contact information;

7.6.5 Pricing consistent with this Master Agreement and applicable Participating Addendum and as may be adjusted by agreement of the Purchasing Entity and Contractor;
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7.6.6 A not-to-exceed total for the products or services being ordered; and

7.6.7 The Master Agreement number or the applicable Participating Addendum number, provided the Participating Addendum
references the Master Agreement number.

7.7 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

7.8 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

VIII. Shipping and Delivery

8.1 Shipping Terms. All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.

8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor’s until final inspection and acceptance when responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty obligations.

8.2 Minimum Shipping. The minimum shipment amount, if any, must be contained in the Master Agreement. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered will be shipped without charge.

8.3 Inside Deliveries. To the extent applicable, all deliveries will be “Inside Deliveries” as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to a location other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Costs to repair any damage to the building interior (e.g., scratched walls, damage to the freight elevator, etc.) caused by Contractor or Contractor’s carrier will be the responsibility of the Contractor. Immediately upon becoming aware of such damage, Contractor shall notify the Purchasing Entity placing the Order.

8.4 Packaging. All products must be delivered in the manufacturer’s standard package. Costs must include all packing and/or crating charges. Cases must be of durable construction, in good condition, properly labeled and suitable in every respect for storage and handling of contents. Each 93 State of California
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shipping carton must be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.

IX. Inspection and Acceptance

9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations.

9.2 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code.

9.3 Inspection. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement.

9.3.1 Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.

9.3.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.

9.4 Failure to Conform. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of services performed.

9.5 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertaining whether the Product meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity.

9.5.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Product is delivered or, if installed by Contractor, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing.
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9.5.2 If the Product does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met.

9.5.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Product still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

9.5.4 Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section.

9.5.5 No Product will be deemed Accepted and no charges will be paid until the standard of performance or specification is met.

X. Warranty

10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section X will apply.

10.2 Warranty. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor’s skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of defects.

10.3 Breach of Warranty. Upon breach of the warranty set forth above, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made.

10.4 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

10.5 Warranty Period Start Date. The warranty period will begin upon Acceptance, as set forth in Section IX.
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XI. Product Title

11.1 Conveyance of Title. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests.

11.2 Embedded Software. Transfer of title to the Product must include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”).

The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.

XII. Indemnification

12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.

12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").

12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:

12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;

12.2.1.2 specified by the Contractor to work with the Product;

12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been
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avoided by substituting another reasonably available
product, system or method capable of performing the
same function; or

12.2.1.4 reasonably expected to be used in combination with the Product.

12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.

12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or
settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim.

12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

XIII. Insurance

13.1 Term. Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. A Participating Entity may negotiate alternative Insurance requirements in their Participating Addendum.

13.2 Class. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

13.3 Coverage. Coverage must be written on an occurrence basis. The minimum acceptable limits will be as indicated below:
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13.3.1 Contractor shall maintain Commercial General Liability insurance covering premises operations, independent
contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence and $2 million general aggregate;

13.3.2 Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles.

13.3.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

13.4 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.

13.5 Notice of Endorsement. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) provides that written notice of cancellation will be delivered in accordance with the policy provisions, and (2) provides that the Contractor’s liability insurance policy will be primary, with any liability insurance of any Participating State as secondary and noncontributory.

13.6 Participating Entities. Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.

13.7 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

13.8 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
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XIV. General Provisions

14.1 Records Administration and Audit

14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a
governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a
Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

14.2 Confidentiality, Non-Disclosure, and Injunctive Relief

14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed
confidential obtained by Contractor or its employees
or agents in the performance of this Master
Agreement, including but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel
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confidential information of Purchasing Entity
(“Confidential Information”).

14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential
Information by Contractor shall be treated in the same
manner as the Confidential Information.

14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by
Contractor) publicly known; (2) is furnished by
Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is
rightfully in Contractor’s possession without the
obligation of nondisclosure prior to the time of its
disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity
without the obligation of confidentiality, (5) is
disclosed with the written consent of Purchasing
Entity; or (6) is independently developed by
employees, agents or subcontractors of Contractor
who can be shown to have had no access to the
Confidential Information.

14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of
confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential
Information confidential. Contractor shall use
commercially reasonable efforts to assist Purchasing
Entity in identifying and preventing any unauthorized
use or disclosure of any Confidential Information.

14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any
person who has had access to Confidential Information
has violated or intends to violate the terms of this
Master Agreement, and Contractor shall at its expense
cooperate with Purchasing Entity in seeking injunctive
or other equitable relief in the name of Purchasing
Entity or Contractor against any such person.
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14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this
Master Agreement disclose, directly or indirectly, any
Confidential Information to any person, except in
accordance with this Master Agreement, and that upon
termination of this Master Agreement or at Purchasing
Entity’s request, Contractor shall turn over to
Purchasing Entity all documents, papers, and other
matter in Contractor's possession that embody
Confidential Information.

14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary
for quality assurance, audits, and evidence of the
performance of this Master Agreement.

14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of Section 14.2 would cause irreparable injury to the Purchasing Entity that cannot be inadequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identify of any entity seeking access to the Confidential Information described in this subsection.

14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
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14.3 Assignment/Subcontracts

14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

14.5 Independent Contractor. Contractor is an independent contractor.

Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.

14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate.

14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or acts of war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement.

14.8 Defaults and Remedies

14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement:
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14.8.1.1 Nonperformance of contractual requirements;

14.8.1.2 A material breach of any term or condition of this Master Agreement;

14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this
Master Agreement that proves to be untrue or
materially misleading;

14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or

14.8.1.5 Any default specified in another section of this Master Agreement.

14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) calendar days in which Contractor shall have an opportunity to cure the default.

The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.

14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

14.8.3.1 Any remedy provided by law;

14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;

14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;

14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations;

14.8.3.5 Suspension of Contractor’s performance; and

14.8.3.6 Withholding of payment until the default is remedied.

14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a
Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and 103
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remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and
Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable
commercial code.

14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order.

14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

14.11 No Waiver of Sovereign Immunity

14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued
thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of 104
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immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the
Constitution of the United States.

14.12 Governing Law and Venue

14.12.1 The procurement, evaluation, and award of the Master Agreement will be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award will be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement will be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s state.

14.12.2 Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the state serving as Lead State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement will be in the state serving as Lead State.

Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a
Participating Addendum will be in the Purchasing Entity’s state.

14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

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EXHIBIT A: SCOPE OF WORK

3. RESPONSIBILITIES
A. Contractor shall meet all requirements identified in this Agreement.

B. Contractor will provide a Contract Manager in accordance with Exhibit A, Section

6.I.3 that will work with the Lead State Contract Administrator to fully implement and manage the Agreement.

C. Contractor will work closely with subcontractors (if applicable) to fully implement and manage this Agreement in accordance with Exhibit A, Section 6.I.1.

D. Contractor shall make available to the Lead State, technically competent personnel to accomplish the tasks and deliverables for the implementation and management of the Agreement.
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B. Electronic Catalog
Item Description

3. Availability
The Electronic Catalog shall be available twenty-four (24) hours per day, seven (7) days per week, except for regularly scheduled maintenance 108
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Item Description
times. Contractor shall not have any catalog viewing access restrictions for Participating States or Entities.

C. Pricing
Item Description

In the event a product falls into two or more categories the highest category discount will be applied.

2. Promotions
Contractor may offer promotional discounts, including but not limited to statewide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts.

During special pricing promotions, the Contractor shall offer Participating Entities the promotional pricing or the category discount percentage off MSRP, whichever is lower.

Promotional pricing shall not be cause for a permanent change in pricing.

Promotional items shall come with all benefits of the Master Agreement terms and conditions and shall include all provisions such as warranty and delivery.

D. Retail Sales Establishments
Item Description

1. Retail Sales Establishments
Retail Sales Establishments are defined as any facilities that the Contractor uses on a regular basis to warehouse and/or sell merchandise, and at which the Contractor conducts regular business transactions at either the retail or wholesale level. Contractor facility should provide:
• Walk-in and will-call order system during regular work hours. • C ustomer service associate to support walk-in and will-call order system.
• Itemized sales receipts for all walk-in and will-call transactions. 109
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Item Description
• Availability of delivery.
• Acceptance of Purchasing Card.

Contractor shall provide a list of authorized retail sales establishment locations to be used on this Master Agreement to the Lead State within 15 calendar days of notice of award.

E. Ordering
Item Description

1. Ordering Methods
Contractor shall accept orders through the following methods:
• Electronic (email) – An email address to be used by
Purchasing Entities for placing orders must be in place before the commencement of this Master Agreement.
• Facsimile – A toll-free facsimile number to be used by Purchasing Entities for placing orders must be in place before the commencement of this Master Agreement. Facsimile orders must be accepted between the hours of 8:00 AM and 5:00 PM, Monday through Friday in the time zone the order is placed. • U.S. Mail – Contractor must have the capability to receive orders by mail in place before the commencement of this Master Agreement.
• Over-the-counter/Walk-In – Contractor shall provide over-the- counter order and delivery at all commercial locations. See Exhibit A, Section 6.D (Retail Sales Establishments).
• Online (internet) – Contractor’s Electronic Catalog website to be used by Purchasing Entities for placing orders must be in 110
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Item Description
place before the commencement of this Master Agreement. See Exhibit A, Section 6.B (Electronic Catalog).

Prior to contract award, Contractor shall provide the ordering information within five (5) business days of the Lead State’s request.

Local government agencies and other Purchasing Entities may use their own approved Purchase Order document process as addressed in their Participating Addendum.

Contractor shall not accept purchase documents from Purchasing Entities that are incomplete or contain items outside the scope of the Master Agreement.

3. Minimum Order (M)
There is no minimum order.

• Purchasing Entity Name
• Purchase Order Number
• Description of Goods / SKUs
• Total Cost
• Anticipated Delivery Date
• Identification of any Out of Stock/Discontinued Items

5. Out-of-Stock Remedy
Upon receipt of order acknowledgment identifying out of stock items, the Purchasing Entity shall have the following options:
• Request back order
• Cancel the item from the order
Upon request, Contractor shall provide updates on back ordered items to the Purchasing Entity. Contractor is not permitted to make 111
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Item Description
substitutions or cancellations without authorization from the Purchasing Entity.

F. Delivery
Item Description

2. Delivery Schedule
Delivery of ordered product shall be completed within two (2) business days after receipt of an order, unless otherwise agreed to by the Purchasing Entity.

Contractor must notify the Purchasing Entity within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the order.

3. Delivery from Retail Sales Establishments
Delivery of standard in-stock items to locations within five (5) miles from company’s retail business establishment shall be accomplished within 45 minutes. Delivery outside the five (5) mile range will be accomplished by a scheduled delivery.
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Item Description

Deliveries that are delayed due to drivers not being cleared to enter institutional grounds may cause the contractor to be declared in default of contract requirements.

Statement of warranty is to be provided by Contractor with items delivered under this Master Agreement.

For all items ordered, warranty begins on the date of delivery. 113
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Item Description

All returns shall be picked up within seven (7) business days of notification. Notification is defined as notice in writing, by facsimile or e- mail.

In all cases, the Purchasing Entity shall have the option of taking an exchange, receiving a credit, or receiving a refund.

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G. Invoicing and Payment
Item Description

Participating States and Entities may have their own payment terms which will be identified within individual Participating Addendums.

3. State of California CAL-Card Invoicing
For orders paid through CAL-Card, invoices are to be processed separately from other payment methods and submitted to the CAL-Card 115
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Item Description
account holder. For additional information, visit the CAL-Card Program website (h ttps://www.dgs.ca.gov/cal -card).

The total invoice amount for each order paid by CAL-Card must reflect a zero balance due or credit, if applicable, and identified as “paid by CAL- Card”.

H. R eporting
Item Description

The report shall be an Excel spreadsheet transmitted electronically to [email protected]
.

The report is due even when there is no activity. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected 116
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Item Description
reports within five (5) business days of the date of written notification from the State.

Tax must not be included in the report, even if it is on the purchase order.

Amendment for term extensions may be approved only if all quarterly reports due have been submitted to the Lead State.

The Lead State Contract Administrator will provide the reporting template upon award.

2. Participating State/Entity Reporting
Contractor must provide usage reporting to Participating States and Entities as defined in the individual Participating Addendum.

The Lead State Contract Administrator will provide the Detail Usage Report template upon award.

Dependent on future reporting requirements, the Lead State may ask that certain reports become standard and delivered to the Lead State on a monthly or quarterly basis.

5. Lead State Administrative Fee
Contractor shall remit a quarterly Lead State administrative fee of 1.25 percent of all goods purchased by California Purchasing Entities for each reporting quarter. Prices submitted shall not reflect the California administrative fee. The Lead State administrative fee shall not be 117
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Item Description
invoiced or charged to the ordering agency and is specific to California only.

6. NASPO ValuePoint Administrative Fee
Contractor shall remit a NASPO ValuePoint administrative fee as specified in Section V of the NASPO ValuePoint Master Agreement Terms (Exhibit D).

7. Participating Entity Administrative Fee
If a Participating Entity requires an administrative fee, each fee will be negotiated and articulated in the individual state’s Participating Addendum.

I. M anagement and Customer Service
Item Description

1. Contractor Responsibility
Contractor shall be responsible for successful contract performance of the Master Agreement and successful performance of any and all of their subcontractors.

Use of subcontractors will be addressed within each state’s Participating Addendum.
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Item Description

4. Changes in Contract Manager
Contractor must notify the Lead State Contract Administrator of Contractor Contract Manager changes in writing within 10 calendar days of the change.

5. Contractor Name Change
An amendment is required to change the Contractor’s name as listed on this agreement.

Prior to Master Agreement award, Contractor shall provide customer service information to the Lead State within five (5) business days of written request.
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J. Transition / End of Agreement
Item Description

Item Description

2. Post-Consumer Recycled Content (PCRC) Certification California state agencies are required to report purchases made within eleven (11) product categories in the California Department of Resources Recycling and Recovery’s (CalRecycle), State Agency Buy Recycled 120
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3. Green Product Marking and Labeling
Contractor shall identify products that possess third party environmental certifications on the Electronic Catalog.

4. Wheel Weights
California law prohibits the manufacture, sale, or installation of wheel weights containing more than 0.1% lead. California Health and Safety Code Section 25215.6-25215.7 (https://codes.findlaw.com/ca/health-and- safety-code/hsc-sect-25215-6.html).

5. Mercury Containing Products
A person cannot sell or distribute for promotional purposes, in California, certain types of new or refurbished products and devices that contain mercury. This law can be found in Health and Safety Code, Division 20, Chapter 6.5; Mercury-Added Thermostats, Relays, Switches, and Measuring Devices (Sections 25214.8.1-25214.8.6).
(https://codes.findlaw.com/ca/health-and-safety-code/hsc-sect-25214-8-

4.html).

Regulations for the program can be found in Article 2: Regulation for Reducing Emissions from Consumer Products, commonly referred to as the General Consumer Products Regulation.

7. Brake Friction Material
All motor vehicle brake friction materials sold in California must meet the requirements as identified in California Health and Safety Code Section 25250.51 (Source:
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=

20.&chapter=6.5.&lawCode=HSC&article=13.5
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L. Generative Artificial Intelligence (GenAI) Reporting The following requirements are specific to the State of California only.

Item Description

1. Generative Artificial Intelligence (GenAI) Reporting The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Upon request by an ordering agency, Contractor must complete a GenAI Reporting and Fact Sheet (STD 1000) t o identify if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the State Contract Administrator.

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EXHIBIT C: LEAD STATE GENERAL PROVISIONS
Non-IT General Provisions (6/21/2022) is hereby incorporated by reference and made part of this agreement as if attached hereto. This document can be viewed at:
https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources- List-Folder/Required-Language-for-Solicitations-and-
Contracts?search=model%20contract
These terms are applicable for State of California purchases only.

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