Agenda packet — Ontario City Council, April 1, 2025 (part 5 of 25)

The City will pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Authority or the City affecting the Property or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City is obligated to pay only such installments as are required to be paid during the Term of this Lease Agreement as and when the same become due.

The City may, at the City’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in its reasonable opinion, by nonpayment of any such items the interest of the Authority in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City will promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority.

The City shall promptly notify the Authority of any tax, assessment, utility or other charge it elects to contest.

Section 5.02. Modification of Property. The City has the right, at its own expense, to make additions, modifications and improvements to the Property or any portion thereof. All additions, modifications and improvements to the Property will thereafter comprise part of the Property and become subject to the provisions of this Lease Agreement. Such additions, modifications and improvements may not in any way damage the Property, or cause the Property to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto under this Section, must be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements.

Section 5.03. Public Liability Insurance. The City shall maintain or cause to be maintained throughout the Term of this Lease Agreement a standard comprehensive general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Property. Such policy or policies must provide coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, for bodily injury and property damage coverage in form and amount (including any deductibles) satisfactory to the Authority. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including, with Authority’s prior written consent, a self insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the proceeds of such liability 1024
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15 insurance toward extinguishment or satisfaction of the liability with respect to which such proceeds have been paid.

Section 5.04. Casualty Insurance. The City will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, casualty insurance against loss or damage to all buildings situated on the Property and owned by the City, in an amount at least equal to the greater of the replacement value of the insured buildings and the aggregate principal amount of the Lease Payments outstanding, with a lender’s loss payable endorsement.

Such insurance must, as nearly as practicable, cover loss or damage by all “special form” perils.

Such insurance shall be subject to a deductible of not to exceed $50,000. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including, with the Authority’s prior written consent, a self insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the Net Proceeds of such insurance as provided in Section 6.02.

Section 5.05. Rental Interruption Insurance. The City will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of the Property and the improvements situated thereon as a result of any of the hazards covered in the insurance required by Section 5.04, in an amount at least equal to the maximum Lease Payments coming due and payable during any future 24 month period. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance; provided that such rental interruption insurance shall not be self-insured by the City. The City will apply the Net Proceeds of such insurance towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable.

Section 5.06. Worker’s Compensation Insurance. If required by applicable California law, the City shall carry worker’s compensation insurance covering all employees on, in, near or about the Property and, upon request, shall furnish to the Authority certificates evidencing such coverage throughout the Term of this Lease Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including a self insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance.

Section 5.07. Recordation Hereof; Title Insurance. On or before the Closing Date, the City shall, at its expense, (a) cause this Lease Agreement, the Site and Facility Lease and the Assignment Agreement, or a memorandum hereof or thereof in form and substance approved by Bond Counsel, to be recorded in the office of the San Bernardino County Recorder with respect to the Property, and (b) obtain a ALTA title insurance policy insuring the Authority’s interests in the leasehold estate established under the Site and Facility Lease and hereunder in the Property, subject only to Permitted Encumbrances, in an amount equal to the original principal components of the Lease Payments. The City will apply the Net Proceeds of such insurance as provided in Section

6.02. 1025
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16 Section 5.08. Insurance Net Proceeds; Form of Policies. All insurance policies (or riders) required by this Article V and provided by third party insurance carriers shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State, and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least ten days before the cancellation or revision becomes effective. Each insurance policy or rider required by Sections 5.03, 5.04 and 5.05 and provided by third party insurance carriers shall name the City and the Assignee as insured parties and the Assignee as loss payee and shall include a lender’s loss payable endorsement for the benefit of the Assignee. In the case of coverage pursuant to Section 5.03, the Assignee shall be added as an additional insured. Prior to the Closing Date, the City will deposit with the Assignee policies (and riders and endorsements, if applicable) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy (or rider), the City will furnish to the Assignee evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V unless such insurance is no longer obtainable, in which event the City shall notify the Assignee of such fact.

Section 5.09. Installation of City’s Personal Property. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City, in which the Authority has no interest, and may be modified or removed by the City at any time. The City must repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement prevents the City from purchasing or leasing items to be installed under this Section under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest may attach to any part of the Property.

Section 5.10. Liens. The City will not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than as herein contemplated and except for such encumbrances as the City certifies in writing to the Authority do not materially and adversely affect the leasehold estate in the Property hereunder and for which the Authority provides its prior written approval, which approval shall be at Authority’s sole discretion. Except as expressly provided in this Article V, the City will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The City will reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

Section 5.11. Advances. If the City fails to perform any of its obligations under this Article V, the Authority may take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as additional rental hereunder, with interest at the rate set forth in Section 4.03(c).

Section 5.12. Environmental Covenants.
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17 (a) Compliance with Laws; No Hazardous Substances. The City will comply with all Applicable Environmental Laws with respect to the Property and will not use, store, generate, treat, transport, or dispose of any Hazardous Substance thereon or in a manner that would cause any Hazardous Substance to later flow, migrate, leak, leach, or otherwise come to rest on or in the Property.
(b) Notification of Authority. The City will transmit copies of all notices, orders, or statements received from any governmental entity concerning violations or asserted violations of Applicable Environmental Laws with respect to the Property and any operations conducted thereon or any conditions existing thereon to the Authority, and the City will notify the Authority in writing immediately of any release, discharge, spill, or deposit of any Hazardous Substance that has occurred or is occurring that in any way affects or threatens to affect the Property, or the people, structures, or other property thereon, provided that no such notification shall create any liability or obligation on the part of the Authority.
(c) Access for Inspection. The City will permit the Authority, its agents, or any experts designated by the Authority to have full access to the Property during reasonable business hours for purposes of such independent investigation of compliance with all Applicable Environmental Laws, provided that the Authority has no obligation to do so, or any liability for any failure to do so, or any liability should it do so.

ARTICLE VI
EMINENT DOMAIN; USE OF NET PROCEEDS
Section 6.01. Eminent Domain. If all of the Property shall be taken permanently under the power of eminent domain or sold to a governmental entity threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (a) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (b) there shall be a partial abatement of Lease Payments in an amount equal to the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the City and the Authority such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property.

Section 6.02. Application of Net Proceeds.
(a) From Insurance Award.
(i) Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the City in the event of any such damage or destruction shall be deposited by the City promptly upon receipt thereof in a special fund with the Authority designated as the “Insurance and Condemnation Fund.” 1027
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18 (ii) Within 90 days following the date of such deposit, the City shall determine and notify the Authority in writing of its determination either (A) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasible or in the best interest of the City and the Net Proceeds, together with other moneys available therefor, are sufficient to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 9.03 hereof, or (B) that all or a portion of such Net Proceeds are to be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property and the fair rental value of the Property following such repair, restoration, replacement, modification or improvement will at least equal the unpaid principal component of the Lease Payments.
(iii) In the event the City’s determination is as set forth in clause (A) of subparagraph (ii) above, such Net Proceeds shall be promptly applied to the prepayment of Lease Payments and other amounts pursuant to Section 9.03 of this Lease Agreement; provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be so applied only if sufficient, together with other moneys available therefor, to cause the prepayment of the principal components of all unpaid Lease Payments, all accrued and unpaid interest, Prepayment Premiums described in Section 9.02, and all other costs related to such prepayments pursuant to Section 9.03 of this Lease Agreement and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property; provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be applied to the prepayment of Lease Payments only if the resulting Lease Payments following such prepayment from Net Proceeds represent fair consideration for the remaining portions of the Property and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, evidenced by a certificate signed by a City Representative.
(iv) In the event the City’s determination is as set forth in clause (B) of subparagraph (ii) above, such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property by the City, and until the Property has been restored to its prior condition, the City shall not place any lien or encumbrance on the Property that is senior to this Lease Agreement without the prior written consent of the Authority, at its sole discretion.
(b) From Eminent Domain Award. If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited by the City in the Insurance and Condemnation Fund and shall be applied and disbursed as follows:
(i) If the City has given written notice to the Authority of its determination that (A) such eminent domain proceedings have not materially 1028
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19 affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are not needed for repair or rehabilitation of the Property, the City shall so certify to the Authority and the Authority, and the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.03 of this Lease Agreement.
(ii) If the City has given written notice to the Authority and the Authority of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are needed for repair, rehabilitation or replacement of the Property, the City shall so certify to the Authority, and the City shall apply such amounts for such repair or rehabilitation.
(iii) If (A) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Authority of its determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement or (B) all of the Property shall have been taken in such eminent domain proceedings, then the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.03 of this Lease Agreement.
(iv) In making any determination under this Section 6.02(b), the City may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Authority. Any such determination by the City shall be final. (c) From Title Insurance. The Net Proceeds from a title insurance award shall be deposited by the City in the Insurance and Condemnation Fund and credited towards the prepayment of Lease Payments required to be paid pursuant to Section 9.03 of this Lease Agreement.

Section 6.03. Abatement of Lease Payments in the Event of Damage or Destruction.

Lease Payments shall be abated during any period in which, by reason of damage or destruction, there is substantial interference with the use and occupancy by the City of the Property or any portion thereof to the extent to be agreed upon by the City and the Authority. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit C, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed, based upon an appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as evidenced by a Certificate of a City Representative to the Authority. In the event of any such damage or destruction, this Lease 1029
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20 Agreement shall continue in full force and effect and the City waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.03 to the extent that (a) the proceeds of rental interruption insurance or (b) amounts in the Insurance and Condemnation Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.03, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments.

ARTICLE VII

OTHER COVENANTS OF THE CITY
Section 7.01. Disclaimer of Warranties. THE AUTHORITY MAKES NO

AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS

TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF

THE PROPERTY OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF. THE

CITY ACKNOWLEDGES THAT THE CITY LEASES THE PROPERTY AS-IS, IT BEING

AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. In no event is the Authority liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Lease Agreement for the existence, furnishing, functioning or use of the Property by the City.

Section 7.02. Access to the Property; Grant and Conveyance of Right of Entry. The City agrees that the Authority, and the Authority’s successors or assigns, has the right at all reasonable times, following at least 48 hours written notice provided to the City, to enter upon and to examine and inspect (to the extent permitted by law and public policy) the Property or any part thereof. The City further agrees that the Authority, and the Authority’s successors or assigns shall have such rights of access to the Property or any component thereof, following at least 48 hours written notice provided to the City, as may be reasonably necessary to cause the proper maintenance of the Property if the City fails to perform its obligations hereunder. Neither the Authority nor any of its assigns has any obligation to cause such proper maintenance.

The City further grants, conveys and confirms to the Authority, for the use, benefit and enjoyment of the Authority, its successors in interest to the Property, including the Authority, and its sublessees, and their respective employees, invitees, agents, independent contractors, patrons, customers, guests and members of the public visiting the Property, a right of entry which shall be irrevocable for the Term of this Lease Agreement over, across and under the property of the City adjacent to the Property to and from the Property for the purpose of: (a) ingress, egress, passage or access to and from the Property by pedestrian or vehicular traffic; (b) installation, maintenance and replacement of utility wires, cables, conduits and pipes; and (c) other purposes and uses necessary or desirable for access to and from and for operation and maintenance of the Property.

Section 7.03. Release and Indemnification Covenants. To the extent permitted by law, the City hereby indemnifies the Authority, and its directors, officers, agents, employees, successors and assigns against all claims, losses and damages, including legal fees and expenses, arising out 1030
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21 of (a) the use, maintenance, condition or management of, or from any work or thing done on the Property by the City or the City’s employees, agents, contractors, invitees or licensees, (b) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (d) any intentional misconduct or negligence of any sublessee of the City with respect to the Property, (e) the acquisition, construction, improvement and equipping of the Property, (f) the clean-up of any Hazardous Substances or toxic wastes from the Property, or (g) any claim alleging violation of any Applicable Environmental Laws, or the authorization of payment of the costs thereof. No indemnification is made under this Section 7.03 or elsewhere in this Lease Agreement for willful misconduct or gross negligence under this Lease Agreement by the Authority, or its respective officers, agents, employees, successors or assigns. The indemnification hereunder shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease Agreement or the termination of the Term of this Lease Agreement for any reason. The City and the Authority each agree to promptly give notice to each other and the Authority of any claim or liability hereby indemnified against following learning thereof.

Section 7.04. Assignment by the Authority. The Authority may assign its rights, title and interests herein, but no such assignment will be effective as against the City unless and until the Authority has filed with the City at least five Business Days’ prior written notice thereof and an executed copy of a letter addressed to the City and the Authority substantially in the form of the letter delivered by the Authority on the Closing Date attached hereto as Exhibit D. The City shall pay all Lease Payments hereunder to the Authority, as provided in Section 4.03(h) hereof, or under the written direction of the assignee named in the most recent assignment or notice of assignment filed with the City. During the Term of this Lease Agreement, the City will keep a complete and accurate record of all such notices of assignment.

Section 7.05. Assignment Agreement and Subleasing by the City. This Lease Agreement may not be assigned, mortgaged, pledged or transferred by the City. The City may sublease the Property, or any portion thereof, with the prior written consent of the Authority, at the Authority’s sole discretion, subject to all of the following conditions:
(a) This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City, and any sublease shall be subject and subordinate to this Lease Agreement.
(b) The City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority a true and complete copy of such sublease. (c) No such sublease by the City may cause the Property to be used for a purpose other than as may be authorized under the provisions of the laws of the State. (d) The City shall furnish the Authority with a written opinion of Bond Counsel stating that such sublease does not cause the interest components of the Lease Payments to become includable in gross income for purposes of federal income taxation or to become subject to personal income taxation by the State.
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22 (e) Any such sublease shall be subject and subordinate in all respects to the Site and Facility Lease and this Lease Agreement.

Notwithstanding the foregoing, in connection with any sublease entered into for financing purposes, the principal component of the then remaining Lease Payments plus the principal component of the sublease payments shall not exceed the fair market value of the Property and the sublease shall not cause the fair market value of the Property to be less than the principal component of the then remaining Lease Payments plus the principal component of the sublease payments. The City shall be responsible for all costs related to such sublease, including the costs of the Assignee’s legal counsel.

Section 7.06. Amendment of Lease Agreement. This Lease Agreement may be amended in writing by the parties hereto.

Section 7.07. Records and Accounts. The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and correct entries shall be made of all transactions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Authority upon 72 hours’ prior notice.

Section 7.08. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the City, including the City’s right to exist and carry on business as a municipal corporation, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 7.09. Notices. During the Term of this Lease Agreement, the City shall provide to the Authority:
(a) immediate notice by telephone, promptly confirmed in writing, of any event, action or failure to take any action which constitutes an Event of Default under this Lease Agreement, together with a detailed statement by a City representative of the steps being taken by the City to cure the effect of such Event of Default. (b) prompt written notice of any Material Litigation, or any investigation, inquiry or similar proceeding by any Governmental Authority. (c) with reasonable promptness, such other information respecting the City, and the operations, affairs and financial condition of the City as the Authority may from time to time reasonably request.
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23 ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default Defined. Any one or more of the following events constitutes an Event of Default hereunder:
(a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein.
(b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, including failure to provide financial information referenced in Section 7.08, other than as referred to in the preceding clause (a) of this Section, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority. However, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, the Authority shall not unreasonably withhold their consent to an extension of such time (for a period not to exceed 30 days) if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected.
(c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any statement, representation or warranty made by the City in or pursuant to this Lease Agreement or its execution, delivery or performance shall have been false, incorrect, misleading or breached in any material respect on the date when made. (e) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the City is an obligor. (f) Any default by the City to observe any covenant, condition or agreement on its part to be observed or performed under the Site and Facility Lease. (g) Any court of competent jurisdiction shall find or rule that the Site and Facility Lease or this Lease Agreement is not valid or binding against the City. (h) Any Material Adverse Effect shall exist.

Section 8.02. Remedies on Default. Whenever any Event of Default has happened and is continuing the Default Rate shall apply and the Authority may exercise any and all remedies available under law or granted under this Lease Agreement; provided, however, that notwithstanding anything herein to the contrary, there shall be no right under any circumstances 1033
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24 to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this Lease Agreement shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise any one or more of the following remedies:
(a) Enforcement of Payments Without Termination. If the Authority does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency arising out of the re-leasing of the Property, or, if the Authority is unable to re-lease the Property, then for the full amount of all Lease Payments to the end of the Term of this Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by the Authority or any suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Authority. The City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to enter upon and re-lease the Property upon the occurrence and continuation of an Event of Default and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place in San Bernardino County for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-lease the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City agrees to surrender and quit possession of the Property upon demand of the Authority for the purpose of enabling the Property to be re-let under this paragraph. Any rental obtained by the Authority in excess of the sum of Lease Payments plus costs and expenses incurred by the Authority for its services in re-leasing the Property shall be paid to the City. (b) Termination of Lease. If an Event of Default occurs and is continuing hereunder, the Authority at its option may terminate this Lease Agreement and re-lease all or any portion of the Property, subject to the Site and Facility Lease. If the Authority terminates this Lease Agreement at its option and in the manner hereinafter provided due to a default by the City (and notwithstanding any re-entry upon the Property by the Authority in any manner whatsoever or the re-leasing of the Property), the City 1034
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25 nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Payments. Any surplus received by the Authority from such re-leasing shall be applied by the Authority to Lease Payments due under this Lease Agreement. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Authority shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property, or of the remainder of the Term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice.
(c) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (d) Remedies under the Site and Facility Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the Site and Facility Lease.

Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law.

Section 8.04. Agreement to Pay Attorneys’ Fees and Expenses. If either party to this Lease Agreement defaults under any of the provisions hereof and the nondefaulting party should employ attorneys (including in-house legal counsel) or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fees of such attorneys (including allocable costs and expenses of in-house legal counsel, if any) and such other expenses so incurred by the nondefaulting party.

Section 8.05. No Additional Waiver Implied by One Waiver. If any agreement contained in this Lease Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.
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26 Section 8.06. Judicial Reference.
(a) Judicial Reference. The Authority and the City hereby agree: (i) each proceeding or hearing based upon or arising out of, directly or indirectly, this Lease Agreement, the Site and Facility Lease, the Property or any document related thereto, any dealings between the City and the Authority related to the subject matter of this Lease Agreement, the Site and Facility Lease or any related transactions, and/or the relationship that is being established between the City and the Authority (hereinafter, a “Claim”) shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time; (ii) upon a written request, or upon an appropriate motion by either the Authority or the City, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of the Claim. The Authority and the City agree that the Referee shall have the power to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Authority and the City shall promptly and diligently cooperate with one another, as applicable, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this Section 8.7; (iv) either the Authority or the City, as applicable, may file the Referee’s findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Authority and the City, as applicable, will each have such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the order thereon becomes final.
(b) Selection of Referee; Powers. The parties to the Reference proceeding shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State of California, or a federal court judge, in each case, with at least ten (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or motion for the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or move that the Referee be appointed by the Presiding Judge of the San Bernardino County Superior Court, or of the U.S. District Court for the Southern District of California. The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section 8.7. (c) Provisional Remedies and Self Help. No provision of this Section 8.7 shall limit the right of either the Authority or the City, as the case may be, to (i) exercise such self-help remedies as might otherwise be available under applicable law, or (ii) ) obtain or 1036
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27 oppose provisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the Authority or the City to the Reference pursuant to this Section 8.7(c). (d) Costs and Fees. Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
Section 9.01. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the City may on any date secure the payment of the Lease Payments in whole or in part by depositing with the Authority or a fiduciary reasonably satisfactory to the Authority, in trust, an amount of cash, which shall be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to the Authority, which cash so held is either (a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit C, or (b) invested in whole in non-callable Federal Securities maturing not later than the dates such funds will be required to make Lease Payments or any prepayment in an amount which is sufficient, in the opinion of an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to the Authority and addressed and delivered to the Authority), together with interest to accrue thereon and without reinvestment and together with any cash which is so deposited, to pay such Lease Payments when due under Section 4.03(a) or when due on any optional prepayment date under Section 9.02, as the City instructs at the time of said deposit; provided, however, that at or prior to the date on which any such security deposit is established, the City shall deliver to the Authority an opinion of Bond Counsel (in form and substance acceptable to the Authority) to the effect that any such security deposit will not adversely affect the excludability of the interest component of Lease Payments from gross income of the Authority for federal income tax purposes. In the event of a security deposit under this Section with respect to all unpaid Lease Payments, (i) the Term of this Lease Agreement shall continue, (ii) all obligations of the City under this Lease Agreement, and all security provided by this Lease Agreement for said obligations, shall thereupon cease and terminate, excepting only (A) the obligation of the City to make, or cause to be made, all of the Lease Payments from such security deposit and, to the extent of any deficiency, as rent payable from other legally available funds of the City, and (B) the release and indemnification obligations of the City under subparagraphs (f) and (g) of Section 7.03, and (iii) under Section 4.05, the Authority’s leasehold interest in the Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. The City hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Authority. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in 1037
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28 accordance with the provisions of this Lease Agreement and, notwithstanding anything to the contrary herein, Lease Payments therefrom shall not be subject to abatement under Section 6.03 hereof to the extent payable from the funds held by the Authority or the fiduciary as described in the first sentence of this Section 9.01.

Section 9.02. Optional Prepayment. The Lease Payments may be prepaid at the option of the City prior to maturity as a whole, or in part, in inverse order of maturity of Lease Payments, on any date from any source of funds, at a redemption price of the principal component of the Lease Payments to be prepaid together with accrued interest to the date of prepayment.

Section 9.03. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the unpaid principal components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the City on any date, together with any accrued and unpaid interest, from and to the extent of any proceeds of insurance award or condemnation award with respect to the Property to be used for such purpose under Section 6.02 on any date.

ARTICLE X

MISCELLANEOUS
Section 10.01. Notices. Any notice, request, complaint, demand or other communication under this Lease Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority and the City may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City: City of Ontario
Attn: Scott Ochoa
City Manager
303 E. “B” Street
Ontario, CA 91762
Facsimile: (909) 395-2005
Telephone: (909) 395-2102
Email: _________________________
With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
2855 East Guasti Road, Suite 400
Ontario, CA 91761
Facsimile: (909) 989-5834
Telephone: (909) 989-8584
E-Mail: [email protected]
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29 If to the Authority: Ontario Public Financing Authority Attn: Scott Ochoa
Executive Director
303 E. “B” Street
Ontario, CA 91762
Facsimile: (909) 395 2005
Telephone: (909) 395 2102
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
2855 East Guasti Road, Suite 400
Ontario, CA 91761
Facsimile: (909) 989-5834
Telephone: (909) 989-8584
E-Mail: [email protected]
If to the Assignee: Costello Investments LLC
Attn: Jere Costello
17 19th Street
Hermosa Beach, CA 90254
Phone: (310) 740-1602
Email: [email protected]
With a copy to: Brown & Streza LLP
Attn: Vincent J. Le Pore III, Esq.
40 Pacifica, Suite 1500
Irvine, CA 92618
Phone: 949-453-2900
Email: [email protected]
Section 10.02. Binding Effect. This Lease Agreement inures to the benefit of and is binding upon the Authority, the City and their respective successors and assigns.

Section 10.03. Severability. If any provision of this Lease Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.

Section 10.04. Net-net-net Lease. This Lease Agreement is a “net-net-net lease” and the City hereby agrees that the Lease Payments are an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.

Section 10.05. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property 1039
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30 hereby leased or intended so to be or for carrying out the expressed intention of this Lease Agreement.

Section 10.06. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which is an original and all of which constitutes one and the same instrument.

Section 10.07. Applicable Law. This Lease Agreement is governed by and construed in accordance with the laws of the State.

Section 10.08. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Lease Agreement.

Section 10.09. Third Party Beneficiary. The Assignee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary. [Signature page follows]
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S-1
IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:

Sheila Mautz, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:

Sheila Mautz, City Clerk
-Signature PageLease Agreement
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A-1

EXHIBIT A

DESCRIPTION OF THE SITE
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B-1

EXHIBIT B

DESCRIPTION OF THE FACILITY
[Reserved]
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C-1

EXHIBIT C
SCHEDULE OF LEASE PAYMENTS(1)
Lease
Payment Date
Principal
Component
Interest
Component
Total Lease
Payment
Annual
Debt Service
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D-1

EXHIBIT D

MEMORANDUM OF LEASE AGREEMENT

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

MEMORANDUM OF LEASE AGREEMENT
This Memorandum of Lease Agreement (this “Memorandum of Lease Agreement”), is entered into as of __________________, 2025, by and between the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, as lessor (the “Authority”), and the CITY OF ONTARIO, a general law city duly organized and existing under the laws of the State of California, as lessee (the “City”), who agree as follows:

Section 1. The Lease. The City leases from the Authority and the Authority leases to the City, certain real property described in paragraph 2 hereof, and the improvements situated upon said real property, upon the terms and conditions, and for the term, more fully set forth in the Lease Agreement, dated as of _______________, 2025, by and between the Authority, as lessor, and the City, as lessee (the “Lease Agreement”), all of the provisions of which are hereby incorporated into this Memorandum of Lease Agreement by reference.

Section 2. Leased Premises; Term. The Authority leases, lets and demises unto the City and the City leases, hires and takes from the Authority, those certain parcels of real property situated in the City of Ontario, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “Site”), and those certain improvements on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (the “Facility”). The Lease Agreement is for a term commencing on ________________, 2025 and ending on ________________,2035, or such earlier or later date on which the Lease Payments (as defined in the Lease Agreement) are paid in full or provision has been made for such payment in accordance with the Lease Agreement.

Section 3. Provisions Binding on Successors and Assigns. Subject to the provisions of the Lease Agreement relating to assignment and subletting, the Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns, including the Authority.

Section 4. Purpose of Memorandum. This Memorandum of Lease Agreement is prepared for the purpose of recordation, and it in no way modifies the provisions of the Lease Agreement.

Section 5. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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D-2
IN WITNESS WHEREOF, the Authority has caused this Memorandum of Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Memorandum of Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:
________, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:
_______________, City Clerk
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E-1

EXHIBIT E

CERTIFICATE OF ASSIGNEE
$7,056,823

CITY OF ONTARIO
2025 LEASE FINANCING
(ANIMAL SHELTER)
The undersigned representative of Costello Investments LLC(the “Assignee”), hereby represents, warrants and certifies to the City of Ontario (the “City”) (capitalized terms used herein not otherwise defined have the meanings ascribed to such terms in the Lease Agreement dated as of _______________, 2025, (the “Lease Agreement”) by and between the City and the Assignee) that he is duly authorized to execute and deliver this Certificate on behalf of the Assignee and that:

1. The Assignee proposes to receive payments under the Lease Agreement representing $7,056,823 in aggregate principal amount relating to the City of Ontario 2025 Lease Financing (Animal Shelter), which will finance improvements for the City.

2. The Assignee has requested from the City all information with respect to the City as it deems necessary to make its decision to purchase the Lease Agreement. The Assignee has received a copy of such requested information as it deems necessary in order for it to make its decision to purchase. The Assignee acknowledges that it has read and understands the matters and terms stated in such documents and materials or such other information as provided by the City.

4. The Assignee is acquiring the Lease Agreement for its own account. The Assignee is acquiring the Lease Agreement not in the capacity of an underwriter, nor with a view to the public distribution thereof.

5. The Assignee is aware that the operations of the City involve certain economic variables and risks that could adversely affect the security for the Lease Agreement and the Assignee is able and willing to bear such risks;

6. By execution and delivery of this Certificate, the Assignee understands and agrees that it may resell or otherwise transfer the Lease Payments, only to an institution which is in the business of commercial lending or acquiring similar types of credit instruments as the Lease Agreement and that is purchasing such Lease Payments for its own account, and which delivers to the City an executed Certificate substantially in the form of Exhibit E attached to the Lease Agreement and otherwise complies in all respects with the provisions of the Lease Agreement, as applicable, regarding such sale or transfer.

7. The Assignee has made an independent investigation and evaluation of the financial condition and prospects of, and the risks associated with, the Lease Agreement and the City, or has caused such investigation and evaluation to be made by persons it deems competent to do so, and it has not relied upon the City or its employees or consultants for advice as to the merits and risks associated with the Lease Payments. The Assignee has not relied upon the City’s legal counsel, financial advisor, placement agent(s), or other consultants to the City for any information, representations or opinions, as of the date rendered or provided therein, in connection with the 1047
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E-2
City’s obligations under the Lease Agreement, the City, the Site and Facility Lease, the Lease Agreement or the Lease Payments. The Assignee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to the purchase of the Lease Agreement.

8. The Assignee understands that the Lease Agreement has not been registered under the Securities Act of 1933, as amended, and that such registration is not legally required.

Additionally, the Lease Agreement has not been registered under, and no qualification for sale has been made, under, the Blue Sky Laws of any State. The Assignee is not acting in the capacity of broker, dealer, municipal securities underwriter, financial advisor, or municipal advisor in connection with the Assignee’s purchase of the Lease Agreement.

9. The Assignee understands and agrees that the offering and sale of the Lease Payments are exempt from Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (“Rule”), and the City neither makes, nor has made, any representation to the Assignee, or any other party with respect to matters governing by the Rule with respect to the agreements and transaction described herein.

10. The Assignee understands that no official statement, offering memorandum or circular will be issued in connection with the Lease Agreement, and that the Lease Agreement and underlying obligations are not rated by any accredited rating agency.

11. The Assignee understands that neither the members, directors, officers or agents of the City, nor any person executing the Lease Agreement, shall be subject to any personal liability by reason of or in connection with the execution and delivery of the Lease Agreement.

12. Except as set forth in the Lease Agreement and the Letter Agreement for Purchase, the Assignee represents that all conditions and representations to be made by the City to deliver the Lease Agreement have been satisfied or waived, provided, however, such waiver and relief from liability shall not apply to (i) any untrue statement of a material fact or (ii) any omission of a material fact necessary to make a statement made therein not misleading in light of the circumstances under which it was made, in the Lease Agreement or in any financial statements of the City provided to the Assignee, or in any of the other information provided to the Assignee by or on behalf of the City.

IN WITNESS WHERE, the Assignee has caused this Certificate to be executed by its authorized representative as of the ____ day of ________, 2025.

COSTELLO INVESTMENTS LLC
By: ___________________________________
Authorized Agent
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Best Best & Krieger LLP
Attention: Kim Byrens, Esq.
3390 University Avenue, 5th Floor
Riverside, CA 92501

SITE AND FACILITY LEASE
by and between

CITY OF ONTARIO
as Lessor
and

ONTARIO PUBLIC FINANCING AUTHORITY,
as Lessee
Dated as of ____________, 2025
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SITE AND FACILITY LEASE
THIS SITE AND FACILITY LEASE (this “Site and Facility Lease”), dated as of ______________________, 2025, is by and between the CITY OF ONTARIO, a general law city, duly organized and existing under and by virtue of the laws of the State of California (the “City”), as lessor, and the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), as lessee;
W I T N E S S E T H :

WHEREAS, the City wishes to improve certain property for regional animal shelter facilities (the “Project”); and
WHEREAS, pursuant to this certain Site and Facility Lease, the City will lease those certain parcels of real property, being APN#s: 1052-121-01-0-000, 1052-211-03-0-000, and 1052- 211-02-0-000, situated in the City of Ontario, San Bernardino County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and certain improvements to be built thereon, (the “Facility” and, with the Site, the “Property”), to the Authority, all for the purpose of enabling the City to finance the Project; and WHEREAS, the Authority proposes to lease the Property back to the City pursuant to a Lease Agreement dated as of ______________, 2025 (the “Lease Agreement”); and WHEREAS, in consideration of the right of possession of, and the continued quiet use and enjoyment of, the Property during each Rental Period under the Lease, the City agrees to make certain Lease Payments (as hereinafter defined); and
WHEREAS, the City and the Authority agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of the Lease Agreement and this Site and Facility Lease and the bargain of both parties hereto; and
WHEREAS, the City possesses authority to lease the Property and its governing body has duly authorized the execution and delivery of the Lease Agreement and this Site and Facility Lease; and
NOW THEREFORE, for and in consideration of the premises and covenants and conditions hereinafter contained, the parties agree as follows:

Section 1. Definitions. Capitalized terms used, but not otherwise defined, in this Site and Facility Lease shall have the meanings ascribed to them in the Lease Agreement.

Section 2. Site and Facility Lease. The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, the Property.

Section 3. Term. The term of this Site and Facility Lease shall commence on ________________________, 2025, and shall end on ____________, 2035, unless such term is 1050
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2 extended or sooner terminated as hereinafter provided. If, on ______________, 2035, the aggregate amount of Lease Payments (as defined in and as payable under the Lease Agreement) shall not have been paid by reason of abatement, default or otherwise, or provision shall not have been made for their payment in accordance with the Lease Agreement, then the term of this Site and Facility Lease shall be extended until such Lease Payments shall be fully paid or provision made for such payment, but in no event later than ______________, 2045. If, prior to ______________, 2035, all Lease Payments shall be fully paid or provision made for such payment in accordance with the Lease Agreement, the term of this Site and Facility Lease shall end.

Section 4. Advance Rental Payment. The City agrees to lease the Property to the Authority in consideration of the payment by the Authority of an advance rental payment pursuant to Section 3.01 of the Lease Agreement.

Section 5. Purpose. The Authority shall use the Property solely for the purpose of leasing the Property to the City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Authority and its assigns may exercise the remedies provided in the Lease Agreement.

Section 6. City’s Interest in the Property. The City covenants that it is the owner in fee of the Property.

Section 7. Assignments and Subleases. Unless the City shall be in default under the Lease Agreement, the Authority may not assign its rights under this Site and Facility Lease or sublet the Property, except as provided in the Lease Agreement. If the City is in default under the Lease Agreement, the Authority (including its successors and assigns under the Lease Agreement) may fully and freely assign and sublease the Property or any portion thereof, this Site and Facility Lease and the Lease Agreement.

Section 8. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 9. Termination. The Authority agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Property in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site at the time of the termination of this Site and Facility Lease shall remain thereon and title thereto shall vest in the City.

Section 10. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site and Facility Lease, which default continues for 30 days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site and Facility Lease and of the Lease Agreement shall be deemed to occur as a result thereof and the City shall have no right to terminate this Site and Facility Lease as a remedy for such default. 1051
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3 Notwithstanding the foregoing, so long as the Lease Agreement remains in effect, the City will continue to pay the Lease Payments to the Assignee.

In the event of the occurrence of an Event of Default under the Lease Agreement, the Authority may (a) exercise the remedies provided in the Lease Agreement, (b) use the Property for any lawful purpose, subject to any applicable legal limitations or restrictions, and (c) exercise all options provided herein.

Section 11. Quiet Enjoyment. The Authority, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and enjoy all of the Property subject to the provisions of the Lease Agreement.

Section 12. Waiver of Personal Liability. All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every director, officer, employee and agent of the Authority of and from any personal or individual liability under this Site and Facility Lease. No director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder.

Section 13. Taxes. All assessments of any kind or character and all taxes, including possessory interest taxes, levied or assessed upon the Property or the Authority’s interest in the Property created by this Site and Facility Lease (including both land and improvements) will be paid by the City in accordance with the Lease Agreement.

Section 14. Eminent Domain. In the event the whole or any part of the Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid principal component of the Lease Payments, any then unpaid interest component of the Lease Payments and any premium due with respect to the prepayment of Lease Payments to the date such amounts are remitted to the Authority or its assignee, and, subject to the provisions of the Lease Agreement, the balance of the award, if any, shall be paid to the City. The City hereby waives, to the extent permitted by law, any and all rights that it has or may hereafter have to acquire the interest of the Authority in and to the Property through the eminent domain powers of the City. However, the City hereby agrees, to the extent permitted by law, that the compensation to be paid in any condemnation proceedings brought by or on behalf of the City with respect to the Property shall be in an amount not less than the total unpaid principal component of Lease Payments, the interest component of Lease Payments accrued to the date of payment of all Lease Payments and any premium due with respect to the prepayment of Lease Payments under the Lease Agreement.

Section 15. Use of the Proceeds. The City and the Authority hereby agree that the lease to the Authority of the City’s right and interest in the Property pursuant to Section 2 serves the public purposes of the City.

Section 16. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order 1052
46700.12000\43228455.1
4 or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law.

Section 17. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, at the addresses set forth in the Lease Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing.

Section 18. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon the City and the Authority and their respective successors and assigns. The Assignee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

Section 19. Amendment. This Site and Facility Lease may not be amended except as permitted under the Lease Agreement.

Section 20. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site and Facility Lease.

Section 21. Applicable Law. This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.

Section 22. No Merger. Neither this Site and Facility Lease, the Lease Agreement nor any provisions hereof or thereof shall be construed to effect a merger of the title of the City to the Property under this Site and Facility Lease and the City’s leasehold interest therein under the Lease Agreement.

Section 23. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument.
(Signature page follows)
1053
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S-1
IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:
____________, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:
___________, City Clerk
-Signature PageSite and Facility Lease
1054
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On ___________________, before me, _____________________________, a Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)
1055
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A-1

EXHIBIT A

DESCRIPTION OF THE SITE
1056
46700.12000\43228455.1

EXHIBIT B

DESCRIPTION OF THE FACILITY
[RESERVED]
1057
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Exhibit “C”

EXHIBIT C
TO

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

FORM OF ASSIGNMENT AGREEMENT
1058
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Exhibit “C”

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Kim A. Byrens, Esq.

Best Best & Krieger LLP
3390 University Avenue, 5th Floor
Riverside, CA 92501

ASSIGNMENT AGREEMENT
by and between the

ONTARIO PUBLIC FINANCING AUTHORITY,
as Assignor
and

COSTELLO INVESTMENTS LLC,
a California limited liability company,
as Assignee
Dated as of _______________, 2025
1059
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Exhibit “C”

ASSIGNMENT AGREEMENT
This Assignment Agreement (as amended and supplemented hereafter, the “Assignment Agreement”), dated as of _____________, by and between the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California, as assignor (the “Authority”), and Costello Investments LLC, a California limited liability company, as Assignee (the “Assignee”); W I T N E S S E T H:

WHEREAS, the Authority and the City of Ontario, a general law city organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), have executed and entered into a Lease Agreement (the “Lease Agreement”), dated as of _______________, a Memorandum of Lease Agreement which is recorded concurrently herewith, whereby the parties have leased certain property located at 13107 -13131 South Campus Avenue, Ontario, California (the “Leased Property”), which is described more fully in Exhibit A attached hereto and by this reference incorporated herein.

WHEREAS, under and pursuant to the Lease Agreement, and during the ten (10) year term of the Lease Agreement (“Term”), the City is obligated to make the monthly scheduled lease payments (the “Lease Payments”) to the Authority;
WHEREAS, the Authority desires to absolutely, unconditionally and irrevocably assign to the Assignee all its rights to receive the Lease Payments to be paid by the City under and pursuant to the Lease Agreement and certain other rights thereunder and under the Lease Agreement;
WHEREAS, the Authority hereby certifies that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution of and entering into the Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE

MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR

OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

SECTION 1. Assignment. (a) The Authority, for $______________ and for other good and valuable consideration in hand received, does hereby absolutely, unconditionally and irrevocably sell, assign and transfer to the Assignee each and all of its rights under the Lease Agreement (but not including the right of the Authority to receive payment of its fees, expenses and reimbursements), including its right to receive the Lease Payments from the City under the Lease Agreement and its right to exercise such rights and remedies conferred on the Authority under the Lease Agreement as may be necessary to enforce payment of the Lease Payments when due or otherwise to protect its interests in the event of a default by the City, and all rights of entry in and upon the Leased Property, as defined in the Lease Agreement, as provided in the Lease Agreement (collectively, the “Assigned Property”). This assignment is absolute, unconditional and 1060
46700.12000\43228685.1
Exhibit “C”
irrevocable and is presently effective, and all Lease Payments shall be applied and the rights so assigned shall be exercised by the Assignee as provided therein. (b) The rights of the Authority shall be evidenced by a promissory note (the “Note”) which is attached hereto as Exhibit B, and herein incorporated. The Note shall be signed in the name and on behalf of the Authority with the manual signature of and authorized officer and attested with the manual signature of its Secretary or any assistant duly appointed by the Board. The Note shall be payable as described therein.

The Note may be transferred without limitation to any affiliate of the Assignee or to a trust or custodial arrangement established by the Assignee as consented to in writing by the Authority, which consent shall not be unreasonably withheld. Additionally, the Assignee may transfer the Notes to purchasers which are “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended. Such Note may be transferred to another purchaser if (i) written notice of such transfer, together with addresses and related information with respect to such purchaser, is delivered to the Authority by such transferor and (ii) such purchaser shall have delivered to the Authority, and the transferor an Investor Letter in the form attached hereto as Exhibit C executed by a duly authorized officer of such purchaser; provided that each such purchaser shall constitute (1) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, and (2) a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date of any transfer pursuant to this Section, of not less than $5,000,000,000. Notwithstanding the foregoing, and without the consent of the Authority, by providing the Authority ten (10) business days prior written notice, the Assignee may transfer the Note to (i) any of the members of the Assignee, (ii) any revocable or irrevocable trust created for estate purposes, the beneficiaries of which are the descendants of any of the Assignee’s members, or (iii) the heirs of any member who was previously assigned an interest in the Note, upon such member’s death.

SECTION 2. Acceptance. The Assignee hereby accepts the foregoing assignment of the Assigned Property. Payments of Lease Payments shall be made by the City directly to the Assignee at the address set forth below:

Bank Name:

ABA/Routing #:

Bank Address:

Beneficiary Name: Account #:

SECTION 3. Absolute Assignment. The above assignment is intended to be an absolute, unconditional and irrevocable assignment to the Assignee and is not intended as a loan by the Assignee to the Authority. Accordingly, in the event of bankruptcy of the Authority, the Assigned Property shall not be part of the Authority’s estate. However, if the above assignment is deemed 1061
46700.12000\43228685.1
Exhibit “C”
to be a loan by the Assignee to the Authority, then the Authority shall be deemed to have granted to the Assignee, and hereby grants to the Assignee, a continuing first priority security interest in the Assigned Property and the Lease Agreement and all proceeds thereof as collateral security for all obligations of the Authority hereunder and all obligations of the City under the Lease Agreement and this Assignment Agreement shall be deemed a security agreement with respect to such loan.

SECTION 4. Representations of the Authority. The Authority represents and warrants to the Assignee that:
(A) Enforceability of Assignment Agreement. The Authority has the power, and legal right to execute, deliver and perform this Assignment Agreement and this Assignment Agreement is a valid, binding, and enforceable obligation of the Authority, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and by the application of equitable principles; and (B) Marketable Title. Good and marketable title to the Assigned Property has been duly vested in the Assignee free and clear of any liens, security interests, encumbrances or other claims other than the rights of the City under the Lease Agreement, and the Authority has not assigned or transferred any of the Assigned Property or any interest in the Assigned Property to any party other than the Assignee.

SECTION 5. Covenants.
(A) Non-impairment of Lease Agreement. The Authority agrees that it (1) without the prior written consent of Assignee in its sole and absolute discretion, Authority shall not have any right to amend, modify, compromise, release, terminate or modify the terms of the Lease Agreement, including, but not limited to any adjustment of the Lease Payments and the Term, and (2) shall not take any action that may impair the payment of Lease Payments or the validity or enforceability of the Lease Agreement, including, but not limited to the termination of the Lease prior to the Note being paid to Assignee in full. (B) Lease Payments. If the Authority receives any Lease Payments, then the Authority shall receive such payments in trust for the Assignee and shall immediately deliver the same to the Assignee in the form received, duly endorsed by the Authority for deposit by the Assignee.
(C) Further Assurances. The Authority shall execute and deliver to the Assignee such documents, in form and substance reasonably satisfactory to the Assignee, and the Authority shall take such other actions, as the Assignee may reasonably request from time to time to evidence, perfect, maintain, and enforce the Assignee’s rights in the Assigned Property and/or to enforce or exercise the Assignee’s rights or remedies under the Lease Agreement.

SECTION 6. Representations of Assignee. The Assignee represents that it is acquiring the interest in the Lease Agreement for its own loan account. The Assignee will deliver to the City a certificate in the form presented in Exhibit C attached hereto upon the delivery of the Lease 1062
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Exhibit “C”
Agreement and the Assignment Agreement. In the event that the Assignee conveys or assigns its interest hereunder, it shall cause the subsequent assignee to deliver said certificate to the City.

SECTION 7. California Law; Attorneys’ Fees. The Assignment Agreement shall be governed by and construed and interpreted in accordance with the law of the State of California.

If any action of whatsoever kind is taken by any party hereto to interpret or enforce any provision hereof (whether or not litigation is commenced), the non-prevailing party agrees to reimburse the prevailing party for all costs and expenses (including reasonable attorneys’ fees) incurred in taking such action. Any judgment or order entered in any legal proceeding between the parties shall contain a specific provision providing for the recovery of attorneys’ fees and costs, separate from the judgment, incurred in enforcing such judgment.

SECTION 8. Severability. If any agreement, condition, covenant or term thereof or any application hereof shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or enforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.

SECTION 9. Execution in Counterparts. The Assignment Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. (Signature page follows)
1063
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Exhibit “C”
IN WITNESS WHEREOF the parties hereto have executed and entered into the Assignment Agreement by their officers thereunto duly authorized as of the day and year first above written.

ONTARIO PUBLIC FINANCING AUTHORITY
By: ________________________________
Scott Ochoa, Executive Director
Attest:
______________________________
Sheila Mautz, Secretary
Costello Investments, LLC,
a California limited liability company
By:_____________________________
Jeremiah G. Costello, Manager
-Signature PageAssignment Agreement
1064
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Exhibit “C”
Exhibit A to Assignment Agreement
Property Legal Description
1065
Exhibit B to Assignment Agreement
Promissory Note
1066

EXHIBIT C TO ASSIGNMENT AGREEMENT
Certificate of Assignee
The undersigned representative of Costello Investments LLC, a California limited liability company (the “Assignee”), hereby represents, warrants and certifies to the Ontario Public Financing Authority (the “Authority”) (capitalized terms used herein not otherwise defined have the meanings ascribed to such terms in the Lease Agreement dated as of _________, (the “Lease Agreement”) by and between the City of Ontario (the “City”) and the Authority) that he is duly authorized to execute and deliver this Certificate on behalf of the Assignee and that:

1. The Assignee proposes to receive payments under the Lease Agreement representing $___________ in aggregate principal amount, and represented by a Promissory Note, dated ______ (the “Note”).

2. The Assignee is receiving he Note as partial payment for the sale of real property and will hold the Note for its own account. The Assignee is obtaining the Note not in the capacity of an underwriter, nor with a view to the public distribution thereof.

3. The Assignee is aware that the operations of the City involve certain economic variables and risks that could adversely affect the security for the Lease Agreement and the Assignee is able and willing to bear such risks;

4. By execution and delivery of this Certificate, the Assignee understands and agrees that it may only resell or otherwise transfer the Note to an institution which is in the business of commercial lending or acquiring similar types of credit instruments (or specific estate planning purposes) as described in the Assignment Agreement (the “Assignment Agreement”), dated as of _______ by and between the Authority and the Assignee, and which delivers to the Authority an executed certificate substantially in the form of this certificate and otherwise complies in all respects with the provisions of the Assignment Agreement regarding such sale or transfer.

5. The Assignee has made an independent investigation and evaluation of the financial condition and prospects of, and the risks associated with, the Note and the City, or has caused such investigation and evaluation to be made by persons it deems competent to do so, and it has not relied upon the City or its employees or consultants for advice as to the merits and risks associated with the Note. The Assignee has not relied upon the City or Authority’s legal counsel, financial advisor, placement agent(s), or other consultants to the City or Authority for any information, representations or opinions, as of the date rendered or provided therein, in connection with the City’s obligations under the Note, the Lease Agreement, the Site and Facility Lease, the Assignment Agreement or the Lease Payments; The Assignee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to the purchase of the Note.

6. The Assignee understands that the Lease Agreement has not been registered under the Securities Act of 1933, as amended, and that such registration is not legally required.

Additionally, the Lease Agreement has not been registered under, and no qualification for sale has been made, under, the Blue Sky Laws of any State. The Assignee is not acting in the capacity of 1067
broker, dealer, municipal securities underwriter, financial advisor, or municipal advisor in connection with the Assignee’s acquisition of the Note.

7. The Assignee understands that no official statement, offering memorandum or circular will be issued in connection with the Note, and that the Note and underlying obligations are not rated by any accredited rating agency.

8. The Assignee understands that neither the members, directors, officers or agents of the City and Authority, nor any person executing the Note, shall be subject to any personal liability by reason of or in connection with the execution and delivery of the Note.

9. Except as set forth in the Lease Agreement and Purchase and Sale Agreement and Joint Escrow Instructions, dated ______ (the “Purchase Agreement”), between the City and Assignee, and upon Assignee’s receipt of the Note, the Assignee represents that all conditions and representations to be made by the City and Authority to deliver the Note have been satisfied or waived, provided, however, such waiver and relief from liability shall not apply to (i) any untrue statement of a material fact or (ii) any omission of a material fact necessary to make a statement made therein not misleading in light of the circumstances under which it was made, in the Lease Agreement, Purchase Agreement or in any financial statements of the City and Authority provided to the Assignee, or in any of the other information provided to the Assignee by or on behalf of the City and Authority.
1068
IN WITNESS WHERE, the Assignee has caused this Certificate of Assignee to be executed by its authorized representative as of the ____________ day of ____________.

Costello Investments, LLC,
a California limited liability company
By:_____________________________
Jeremiah G. Costello, Manager
1069
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Exhibit “B”

EXHIBIT B
TO

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

FORM OF NOTE

THE TRANSFERABILITY OF THE NOTE IS RESTRICTED

PROMISSORY NOTE

ONTARIO PUBLIC FINANCING AUTHORITY
$_______________ ______________
Ontario, California
For value received, CITY OF ONTARIO PUBLIC FINANCING AUTHORITY, a joint powers public financing authority (“Maker”), pursuant to the provisions of this Promissory Note (“Note”), promises to pay to the Assignee, as defined in the Assignment Agreement (the “Assignment Agreement”), of even date herewith, that being Costello Investments LLC, a California limited liability company (“Holder”), or order, at Costello Investments LLC, Attn: Jere Costello, 17 19th St., Hermosa Beach, CA 90254, or such other place as the Holder of this Note may from time to time determine, the amount of [______________________________.00/100 Dollars] (“Principal”), in accordance with the terms of this Note. This Note is secured by an assignment to Holder of the Maker’s right to receive the lease payments due under that certain Lease Agreement (“Lease Agreement”), dated of even date herewith, concerning the real property 13107 – 13131 South Campus Avenue, Ontario, California (“Property”), made between Maker and the City of Ontario, a California municipal corporation (“City”), and evidences the assignment of the lease payments as described in the Assignment Agreement.

1. Terms and Conditions of Payment.
a. Interest. The principal balance of this Note, outstanding from time to time, shall bear at the rate of ___ percent (__%) per annum (“Interest”), commencing on _________.

Interest shall be computed on the basis of a year consisting of 360 days and twelve 30-day months, with unpaid Interest (if any) also accruing Interest (compounded monthly). The unpaid balance of Principal, together with all Interest accrued thereon, is hereinafter referred to as the “Outstanding Balance”.
b. Usury. Notwithstanding any other provision contained herein, in no event shall Interest payable hereunder exceed the maximum rate permitted under applicable law. If Maker makes payments of Interest, fees or other charges, however denominated, which are determined to result in an interest rate that exceeds the maximum rate of interest payable under applicable law, then any such excess is hereby waived by Holder and shall automatically and from the date of payment be applied in reduction of Principal, or, if such excess is greater than the unpaid Principal, the difference shall be paid by Holder to Maker. c. Payments.
i. Monthly Note Payments. Commencing on ______________, and continuing until the Maturity Date (as defined below), monthly note payments due on the __ day 1070
46700.12000\43228646.1
Exhibit “B”
of each month in the amounts set forth on the attached Schedule 1 incorporated herein shall be due by Maker under this Note (each, a “Note Payment”). All payments made under this Note shall be payable in lawful money of the United States of America. All payments received by Holder shall be applied first to any charges and expenses of enforcement and collection, then to accrued but unpaid Interest and then to Principal.
ii. Balance on Maturity Date. The final Note Payment under this Note shall be due and payable on the date that is _______________ (the “Maturity Date”). iii. If at any time any payment made against this Note (whether payment is made by Maker or any other person) is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of Maker or such other person who made the payment, or otherwise, or if any other written order to pay any amount to Holder is dishonored or returned as unpaid by the bank against whom it is drawn, Maker’s obligation to make such payment shall be reinstated as though such payment had not been made.

2. Prepayment. Maker shall have the right to prepay this Note on any date by well and truly paying the Principal amount owing hereunder with interest accrued to the date of prepayment, without penalty or premium.

3. Security. This Note is secured by an assignment to Holder of the right by Maker to receive all the lease payments due under the Lease Agreement.

4. Further Encumbrances or Sales. The Authority will not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than as contemplated in the Lease Agreement and except for such encumbrances as the Authority certifies in writing to Holder do not materially and adversely affect the leasehold estate in the Property under the Lease Agreement and for which Holder provides its prior written approval, which approval shall be at Holder’s sole discretion. Except as expressly provided in the Lease Agreement, the Authority will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The Authority will reimburse Holder for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

5. Nonrecourse. Holder agrees that it will look solely to the Lease Agreement as collateral hereunder to secure the repayment of the indebtedness evidenced hereby. No other property or assets of Maker, or any agency, city, partner, member, or principal of Maker, shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Holder, or for any payment required to be made under this Note or any other documents related to this Note. This Note does not constitute a general pledge of the faith and credit of the Maker. Neither the credit nor the taxing power of the Agency is pledged to the payment of the monthly payments on this Note and no Holder will have any right to demand payment by the Maker out of any funds or revenue other than funds provided to Maker from the City. 1071
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Exhibit “B”

6. Default. Upon the occurrence of an Event of Default, and in addition to any other available remedies under this Note, Interest shall then accrue at the rate of ten percent (10.00%) per annum (“Default Rate”) on the Outstanding Balance until such Event of Default has been cured by the Authority, and Holder may elect to pursue the remedies set forth in Section 7 below.

Each of the following shall constitute an event of default hereunder (“Event of Default”):
(a) Failure by the City to pay any Lease Payment or other payment required to be paid under the Lease Agreement, and Maker to remit such payment to Holder at the times specified therein and herein.
(b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under the Lease Agreement, including failure to provide financial information referenced in Section 7.08 thereof for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority. However, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, the Authority on behalf of the Holder shall not unreasonably withhold their consent to an extension of such time (for a period not to exceed 30 days) if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected. (c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any statement, representation or warranty made by the City in or pursuant to the Lease Agreement or its execution, delivery or performance shall have been false, incorrect, misleading or breached in any material respect on the date when made. (e) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the City is an obligor. (f) Any default by the City to observe any covenant, condition or agreement on its part to be observed or performed under the Site and Facility Lease, as defined in the Lease Agreement.
(g) Any court of competent jurisdiction shall find or rule that the Site and Facility Lease or the Lease Agreement is not valid or binding against the City, and/or the Site and Facility Lease and/or the Lease Agreement is terminated for any reason whatsoever.
(h) Any Material Adverse Effect shall exist.
(i) Any default has occurred under the Assignment Agreement. 1072
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Exhibit “B”

7. Remedies. Upon the occurrence of an Event of Default and at any time thereafter and during the continuance of such Event of Default, Holder may at its option exercise any or all of its rights, powers, or remedies under this Note, the Assignment Agreement, and the Lease Agreement.

8. Miscellaneous.
a. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, shall be given only in accordance with the provisions of this Section, shall be addressed to the parties in the manner set forth below, and shall be conclusively deemed to have been properly delivered:
(a) upon receipt when hand delivered during normal business hours (provided that notices which are hand delivered shall not be effective unless the sending party obtains a signature of a person at such address that the notice has been received); (b) upon receipt when sent by facsimile to the number set forth below (provided, however, that notices given by facsimile shall not be effective unless the sending party delivers the notice also by one other method permitted under this Section); (c) upon the day of delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery); or (d) one (1) business day after the notice has been deposited with either FedEx or United Parcel Service to be delivered by overnight delivery (provided that the sending party receives a confirmation of actual delivery from the courier).

If to Maker: Ontario Public Financing Authority
Attn: Scott Ochoa
Executive Director
303 E. “B” Street
Ontario, CA 91762
Facsimile: (909) 395 2005
Telephone: (909) 395 2102
Email: [email protected]
Each party shall make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this Section, and that any person to be given notice actually receives such notice. Any notice to a party which is required to be given to multiple addresses shall only be deemed to have been delivered when all of the notices to that party have been delivered pursuant to this Section. If any notice is refused, the notice shall be deemed to have been delivered upon such refusal. Any notice delivered after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed delivered on the next business day. Notices delivered by electronic mail shall not be deemed properly delivered, even if the electronic mail addresses of the parties appear above or otherwise provided for convenience. A party may change or supplement the addresses given above, or designate additional addressees, for purposes of this Section by delivering to the other party written notice in the manner set forth above. b. Governing Law; Attorneys’ Fees. The terms of this Note were negotiated in the State of California and it is understood and agreed that the legality, enforcement and construction of this Note shall be governed by California law applicable to agreements made in California. If an Event of Default has occurred and is continuing, Maker hereby agrees to pay all 1073
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Exhibit “B”
costs and expenses, including reasonable attorneys’ fees, incurred by Holder and arising out of or relating to the collection of any amounts due hereunder or in the enforcement of any rights provided for herein, whether or not suit is filed.
c. Successor Interests/Transfer or Sale of Note. The terms of this Note shall be binding upon Maker its heirs, personal representatives, successors and assigns, and shall inure to the benefit of Holder and its heirs, personal representatives, successors and assigns. Neither this Note nor any fractional interest in this Note may be sold or transferred except as set forth in the Assignment Agreement.
d. Severability. If a court of competent jurisdiction or arbitration tribunal finds any provision in this Note to be invalid, such invalidity shall not affect the remainder of the Note.

In such event, the invalid provision shall be deemed severed therefrom and the remainder of the Note shall remain enforceable in accordance with its terms and of full force and effect. e. Weekends and Holidays. Whenever any payment to be made under this Note is due on a Saturday, Sunday, or public holiday, such payment may be made on the next succeeding business day, and such extension of time shall be included in computing interest in connection with such payment.
(Signature page follows)
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Exhibit “B”
IN WITNESS WHEREOF, Maker, on the day and year first above written, has caused this Note to be duly executed.

MAKER:

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
-Signature PageNote
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SUB-LEASE AGREEMENT
Dated as of July 1, 2025
by and between the

CITY OF ONTARIO,
as Sub-lessor
and the

ANIMAL RESOURCE CENTER OF THE INLAND EMPIRE
as Sub-lessee
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1 SUB-LEASE AGREEMENT
THIS SUB-LEASE AGREEMENT (this “Sub-Lease Agreement”), dated as of July 1, 2025 is by and between the CITY OF ONTARIO, a municipal corporation organized and existing under the laws of the State of California, as Sub-lessor (“Ontario”), and the ANIMAL RESOURCE CENTER OF THE INLAND EMPIRE a joint exercise of powers authority organized and existing under its agreement and the laws of the State of California, as sub-lessee (“ARC”); WI T N E S S E T H :

WHEREAS, the Animal Resource Center of the Inland Empire is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated as of July 16, 2024, as amended by the First Amendment to the Joint Exercise of Powers Agreement for the West End Animal Services Agency, dated January 16, 2025 (as amended, the “Joint Exercise of Powers Agreement”) executed by and among Ontario and the City of Chino[County of San Bernardino, City of Montclair, and City of Chino Hills to come] (together, the “Member Agencies”); and
WHEREAS, Ontario has entered into a lease agreement for the purpose of purchasing the Animal Shelter site located at 13107-13131 South Campus Avenue, Ontario, California (the “Leased Premises”); and
WHEREAS, Ontario is subleasing the Leased Premises to ARC pursuant to this Sub-Lease in consideration for ARC’s use and occupancy of the Leased Premises; and WHEREAS, all conditions to the execution and delivery of this Sub-Lease Agreement have been satisfied and Ontario and ARC are duly authorized to execute and deliver this Sub-Lease Agreement;
NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.01 Definitions. All terms defined in this Section 1.01 have the meanings herein specified for all purposes of this Lease Agreement. “Closing Date” means the date this Lease Agreement or a memorandum thereof is recorded in the office of the County Recorder of the County of San Bernardino. “Event of Default” means any of the events of default as defined in Section 8.01. “Fiscal Year” means each twelve-month period during the Term of this Lease Agreement commencing on July 1 in any calendar year and ending on June 30 in the next succeeding calendar year, or any other twelve-month period selected by ARC as its fiscal year period. 1077
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2 “Lease Payment Date” means January 1, April 1, July 1, and October 1, in each year, commencing July 1, 2025, and continuing to and including the date on which the Lease Payments are paid in full.
“Lease Payments” means all payments required to be paid by ARC under Section 4.04, including any prepayment thereof under Sections 9.02 or 9.03. “Leased Premises” means that certain real property more particularly described in Exhibit A to this Lease Agreement.
“Miscellaneous Rent” means any and all expenses described in Section 4.06 hereof. “Net Proceeds” means any insurance or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Leased Premises, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof.
“Permitted Encumbrances” means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which ARC may permit to remain unpaid under Article VI of this Sub-Lease Agreement; (b) this Sub-Lease Agreement, and the Site and Facility Lease and Lease Agreement each dated as of ______, 2025 by and between the Ontario Public Financing Authority and Ontario; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (d) the exceptions disclosed in the title insurance policy issued with respect to the Leased Premises as of the Closing Date; and (e) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which ARC certifies in writing will not materially impair the use of the Leased Premises for its intended purposes. “State” means the State of California.
“Sub-Lease Agreement” has the meaning assigned in the preamble. “Term of this Lease Agreement” or “Term” means the time during which this Lease Agreement is in effect, as provided in Section 4.02.

Section 1.02 Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease Agreement; the words 1078
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3 “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.03 Exhibits. The following exhibits are attached to, and by this reference made a part of, this Sub-Lease Agreement.

Exhibit A: Description of the Leased Premises.

Exhibit B: Schedule of Lease Payments.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01 Representations, Covenants and Warranties of ARC. ARC makes the following covenants, representations and warranties to Ontario as of the date of the execution and delivery of this Sub-Lease Agreement:
(a) Due Organization and Existence. ARC is a joint exercise of powers authority duly organized and validly existing under the Joint Exercise of Powers Agreement and the laws of the State, has full legal right, power and authority under the laws of the State to enter into this SubLease Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action ARC has duly authorized the execution and delivery of this SubLease Agreement. (b) Due Execution. The representatives of ARC executing this Sub-Lease Agreement have been fully authorized to execute the same pursuant to a resolution duly adopted by the Board of Directors of ARC.
(c) Valid, Binding and Enforceable Obligations. This Sub-Lease Agreement has been duly authorized, executed and delivered by ARC and constitutes the legal, valid and binding agreement of ARC enforceable against ARC in accordance with the terms hereof. (d) No Conflicts. The execution and delivery of this Sub-Lease Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which ARC is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of ARC, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Sub-Lease Agreement or the financial condition, assets, properties or operations of ARC.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of ARC or of the voters of ARC, and no consent, permission, authorization, order or 1079
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4 license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Sub-Lease Agreement, or the consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of ARC after reasonable investigation, threatened against or affecting ARC or the assets, properties or operations of ARC which, if determined adversely to ARC or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Sub-Lease Agreement, or upon the financial condition, assets, properties or operations of ARC, and ARC is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Sub-Lease Agreement or the financial conditions, assets, properties or operations of ARC.
(g) Essentiality. The Leased Premises constitute property that is essential to carrying out the governmental functions of ARC.

Section 2.02 Representations, Covenants and Warranties of Ontario. Ontario makes the following covenants, representations and warranties to ARC as of the date of the execution and delivery of this Sub-Lease Agreement:
(a) Due Organization and Existence. Ontario is a municipal corporation duly organized and existing under and by virtue of the laws of the State; has power to enter into this Sub-Lease Agreement; is possessed of full power to own and hold, improve and equip real and personal property, and to lease the same; and has duly authorized the execution and delivery of each of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of Ontario, enforceable against Ontario in accordance with their respective terms. (b) Due Execution. The representatives of Ontario executing this Sub-Lease Agreement are fully authorized to execute the same pursuant to official action taken by the City Council of Ontario.
(c) Valid Binding and Enforceable Obligations. This Sub-Lease Agreement has been duly authorized, executed and delivered by Ontario and constitute the legal, valid and binding agreements of Ontario, enforceable against Ontario in accordance its terms. (d) No Conflicts. The execution and delivery of this Sub-Lease Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which Ontario is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever 1080
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5 upon any of the property or assets of Ontario, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Sub-Lease Agreement or the financial condition, assets, properties or operations of Ontario. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of Ontario, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Sub-Lease Agreement, or the consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of Ontario after reasonable investigation, threatened against or affecting Ontario or the assets, properties or operations of Ontario which, if determined adversely to Ontario or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Sub-Lease Agreement, or upon the financial condition, assets, properties or operations of Ontario, and Ontario is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Sub-Lease Agreement or the financial conditions, assets, properties or operations of Ontario.

ARTICLE III
[RESERVED]

ARTICLE IV
LEASE; TERM OF THIS LEASE AGREEMENT; RENTAL PAYMENTS
Section 4.01 Lease by Ontario and Lease to ARC.
(a) For consideration described therein, Ontario has leased the Leased Premises to Ontario Public Financing Authority, and Ontario Public Financing Authority has leased the Leased Premises to Ontario, upon the terms and conditions set forth in a Lease Agreement. (b) Ontario hereby leases the Leased Premises to ARC, and ARC hereby leases the Leased Premises from Ontario, upon the terms and conditions set forth in this Sub-Lease Agreement.
(c) ARC hereby takes possession of the Leased Premises on the Closing Date. (d) The Lease is and shall be subject and subordinate in all respects to the rights and interests assigned to the Costello Investments, LLC a California limited liability company (the “Assignee”) under the Lease Agreement, dated as of _____________, 2025 by and between the Ontario Public Financing Authority and Ontario, as such may be amended, supplemented or modified.
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6 Section 4.02 Term of Lease Agreement. The Term of this Sub-Lease Agreement shall commence July 1, 2025, and shall terminate upon the earlier of July 1, ____ or the date that Lease Payments due hereunder shall have been paid or made available for payment pursuant to this Sub-Lease Agreement.

Section 4.03 Lease Payments; Security Deposit.
(a) Obligation to Pay. In consideration of the Sub-Lease by Ontario of the Leased Premises, ARC agrees to pay to Ontario, its successors and assigns, as rental for the use and occupancy of the Leased Premises during each Fiscal Year, the Lease Payments for the use of the Leased Premises to be due and payable on January 1, April 1, July 1, and October 1 of each year of the Term of this Sub-Lease Agreement in the amount in each year set forth in the schedule of Lease Payments set forth in Exhibit B attached hereto and incorporated herein. The Lease Payments coming due and payable in any Fiscal Year shall be for ARC’s use of the Leased Premises for such Fiscal Year as determined by Ontario. (b) [Reserved]
(c) Rate on Overdue Payments. In the event ARC should fail to make any of the payments required in this Section 4.03, the payment in default shall continue as an obligation of ARC until the amount in default shall have been fully paid, and ARC agrees to pay the same with interest thereon, to the extent permitted by law, from the date of default to the date of payment at the rate of 10% per annum.
(d) Fair Rental Value. The Lease Payments and Miscellaneous Rent coming due and payable hereunder in each Fiscal Year shall constitute the total rental for the Leased Premises for each Fiscal Year and shall be paid by ARC in each Fiscal Year for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of, the Leased Premises during each Fiscal Year. The parties hereto have agreed and determined that the total amount of such Lease Payments and Miscellaneous Rent for the Leased Premises do not exceed the fair rental value of the Leased Premises. In making such determination, consideration has been given to the obligations of the parties under this Sub-Lease Agreement, the uses and purposes which may be served by the Leased Premises and the benefits therefrom which will accrue to ARC and the general public.
(e) Source of Payments; Budget and Appropriation. The Lease Payments shall be payable from any source of available funds of ARC. ARC covenants to take such action as may be necessary to include all Lease Payments and Miscellaneous Rent due hereunder in each of its budgets during the Term of this Sub-Lease Agreement and to make the necessary annual appropriations for all such Lease Payments and Miscellaneous Rent. The covenants on the part of ARC herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the duty of each and every public official of ARC to take such action and do such things as are required by law in the performance of the official duty of such officials to enable ARC to carry out and perform the covenants and agreements in this Sub-Lease Agreement agreed to be carried out and performed by ARC. 1082
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7 ARC and Ontario understand and intend that the obligation of ARC to pay Lease Payments and other payments hereunder constitutes a current expense of ARC and shall not in any way be construed to be a debt of ARC in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Ontario, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of ARC. Lease Payments due hereunder shall be payable only from current funds which are budgeted and appropriated, or otherwise legally available, for the purpose of paying Lease Payments or other payments due hereunder as consideration for use of the Leased Premises during the Fiscal Year for which such funds were budgeted and appropriated or otherwise made legally available for such purpose. This Sub-Lease Agreement shall not create an immediate indebtedness for any aggregate payments which may become due hereunder. ARC has not pledged the full faith and credit of ARC, the Members Agencies, the State or any agency or department thereof to the payment of the Lease Payments or any other payments due hereunder.
(f) Prepayment of Leased Premises. Notwithstanding any other provision of this SubLease Agreement, ARC may on any date secure the payment of the Lease Payments in whole by depositing with Ontario an amount of cash, which is sufficient to pay such Lease Payments for the remaining Term.

Section 4.04 Quiet Enjoyment. During the Term of this Sub-Lease Agreement, Ontario shall provide ARC with quiet use and enjoyment of the Leased Premises, and ARC shall, during such Term, peaceably and quietly have and hold and enjoy the Leased Premises without suit, trouble or hindrance from Ontario, except as expressly set forth in this Sub-Lease Agreement.

Ontario will, at the request of ARC and at ARC’s cost, join in any legal action in which ARC asserts its right to such possession and enjoyment to the extent Ontario may lawfully do so.

Section 4.05 Title. During the Term of this Sub-Lease Agreement, ARC shall hold a leasehold in the Leased Premises, and in any and all additions which comprise fixtures, repairs, replacements or modifications to the Leased Premises, except for those fixtures, repairs, replacements or modifications which are added to the Leased Premises by ARC at its own expense and which may be removed without damaging the Leased Premises and except for any items added to the Leased Premises by ARC pursuant to this Sub-Lease Agreement. All right, title and interest of ARC and, Ontario, in and to the Leased Premises shall be transferred to and vested in ARC, after all of Lease Payments and Miscellaneous Rent due hereunder and under the Lease Agreement shall have been paid and the Lease Agreement shall have been deemed paid. Ontario agrees to take any and all steps and execute and record any and all documents reasonably required by ARC to consummate any such transfer of title.

Section 4.06 Miscellaneous Rent. In addition to the Lease Payments, ARC shall pay when due its proportionate share of the following items of Miscellaneous Rent:
(a) all fees and expenses incurred by Ontario in connection with or by reason of its leasehold estate in the Leased Premises as and when the same become due and payable; (b) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Ontario, or ARC to prepare audits, financial statements, 1083
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8 reports, opinions or provide such other services required under this Sub-Lease Agreement or the Joint Exercise of Powers Agreement; and
(c) the reasonable out-of-pocket expenses of Ontario, including the fees charged by Ontario for its participation in the financing of the Animal Shelter, or incurred by Ontario and ARC in connection with any litigation which may at any time be instituted involving this SubLease Agreement, or any of the other documents contemplated hereby or thereby, or otherwise incurred in connection with the administration of this Sub-Lease Agreement.

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE
LIMITATIONS; AND OTHER MATTERS
Section 5.01 Maintenance, Utilities, Taxes and Assessments. Throughout the Term of the Lease Agreement ARC agrees to pay all improvement, repair and maintenance of the Leased Premises. ARC also agrees to pay for or otherwise arrange for the payment of all utility services supplied to the Leased Premises which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water taxes, all applicable insurance under the Lease Agreement, and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Leased Premises resulting from ordinary wear and tear or want of care on the part of ARC. ARC waives the benefits of subsections 1 and 2 of Section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of ARC under the terms of this Sub-Lease Agreement.

Section 5.02 Liens. Neither Ontario nor ARC shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to any portion of the Leased Premises, other than the respective rights of Ontario and ARC as provided herein and other than Permitted Encumbrances. Except as expressly provided in this Article V, Ontario and ARC shall promptly, at their own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. ARC shall reimburse Ontario for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

Section 5.03 Public Liability Insurance. ARC shall maintain or cause to be maintained throughout the Term of this Lease Agreement a standard comprehensive general liability insurance policy or policies in protection of ARC and Ontario and their respective members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Leased Premises. Such policy or policies must provide coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, for bodily injury and property damage coverage in form and amount (including any deductibles) satisfactory to Ontario. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by ARC (including, with Ontario’s prior written consent, a self insurance program), and may be maintained in whole or in part in the form of the participation by ARC in a joint powers authority or other program providing pooled insurance. ARC will apply the proceeds of such liability insurance 1084
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9 toward extinguishment or satisfaction of the liability with respect to which such proceeds have been paid.

Section 5.04 Casualty Insurance. ARC will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, casualty insurance against loss or damage to all buildings situated on the Leased Premises and owned by ARC, in an amount at least equal to the greater of the replacement value of the insured buildings and the aggregate principal amount of the Lease Payments outstanding, with a lender’s loss payable endorsement. Such insurance must, as nearly as practicable, cover loss or damage by all “special form” perils. Such insurance shall be subject to a deductible of not to exceed $50,000. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by ARC (including, with Ontario’s prior written consent, a self insurance program), and may be maintained in whole or in part in the form of the participation by ARC in a joint powers authority or other program providing pooled insurance. ARC will apply the Net Proceeds of such insurance as provided in Section 6.02.

Section 5.05 Rental Interruption Insurance. ARC will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of the Leased Premises and the improvements situated thereon as a result of any of the hazards covered in the insurance required by Section 5.04, in an amount at least equal to the maximum Lease Payments coming due and payable during any future 24 month period. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by ARC, and may be maintained in whole or in part in the form of the participation by ARC in a joint powers authority or other program providing pooled insurance; provided that such rental interruption insurance shall not be self-insured by ARC. ARC will apply the Net Proceeds of such insurance towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable.

Section 5.06 Worker’s Compensation Insurance. If required by applicable California law, ARC shall carry worker’s compensation insurance covering all employees on, in, near or about the Leased Premises and, upon request, shall furnish to Ontario certificates evidencing such coverage throughout the Term of this Lease Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by ARC (including a self insurance program), and may be maintained in whole or in part in the form of the participation by ARC in a joint powers authority or other program providing pooled insurance.

Section 5.07 Recordation Hereof; Title Insurance. On or before the Closing Date, ARC shall, at its expense, (a) cause this Lease Agreement or a memorandum hereof or thereof to be recorded in the office of the San Bernardino County Recorder with respect to the Leased Premises, and (b) obtain a ALTA title insurance policy insuring Ontario’s interests in the leasehold estate established hereunder in the Leased Premises, subject only to Permitted Encumbrances, in an amount equal to the original principal components of the Lease Payments.

ARC will apply the Net Proceeds of such insurance as provided in Section 6.02.

Section 5.08 Insurance Net Proceeds; Form of Policies. All insurance policies (or riders) required by this Article V and provided by third party insurance carriers shall be taken 1085
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10 out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State, and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least ten days before the cancellation or revision becomes effective. Each insurance policy or rider required by Sections 5.03, 5.04 and 5.05 and provided by third party insurance carriers shall name ARC and Ontario as insured parties and shall include a lender’s loss payable endorsement for the benefit of Ontario. In the case of coverage pursuant to Section 5.03, Ontario shall be added as an additional insured. Prior to the Closing Date, ARC will deposit with Ontario policies (and riders and endorsements, if applicable) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy (or rider), ARC will furnish to Ontario evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V unless such insurance is no longer obtainable, in which event ARC shall notify Ontario of such fact.

Section 5.09 Installation of ARC’s Personal Property. ARC may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Leased Premises. All such items shall remain the sole property of ARC, in which Ontario has no interest, and may be modified or removed by ARC at any time. ARC must repair and restore any and all damage to the Leased Premises resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement prevents ARC from purchasing or leasing items to be installed under this Section under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest may attach to any part of the Leased Premises.

ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN;

USE OF NET PROCEEDS
Section 6.01 Damage and Destruction of Leased Premises. In the event that the facilities on the Lease Premises are damaged, destroyed or subject to condemnation pursuant to Article VI of the Lease Agreement, Ontario shall use the net proceeds of insurance or condemnation award as provided in the Lease Agreement and the Indenture. Ontario shall provide ARC with an accounting of the use of such net proceeds to either rebuild or replace such facilities or pay the principal of and interest on any bonds issued with respect to the Animal Shelter. ARC shall continue to make Lease Payments in accordance with Section 4.03(a) hereof, provided, however, that Ontario shall reduce any Lease Payments payable hereunder in the event that any bonds have been prepaid and redeemed from Net Proceeds in proportion to ARC’s remaining use of the facilities to the whole.
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11 ARTICLE VII
[RESERVED]

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.01 Assignment by Ontario. Ontario’s rights under the Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by ARC under this Agreement, may be pledged and assigned to the Assignee, to which pledge and assignment ARC hereby consents.

Section 8.02 Assignment and Subleasing by ARC. This Sub-Lease Agreement may not be assigned by ARC. Additionally, ARC may not sublease the Leased Premises and facilities thereon or any portion thereof.

Section 8.03 Amendment Hereof. Ontario and ARC may at any time amend or modify any of the provisions of this Sub-Lease Agreement by written agreement and consent of the parties hereto.

ARTICLE IX
EVENTS OF DEFAULT; REMEDIES
Section 9.01 Events of Default Defined. The following shall be “Events of Default” under this Sub-Lease Agreement:
(a) Failure by ARC to pay any Lease Payment required to be paid hereunder at the time specified herein.
(b) Failure by ARC to make any Miscellaneous Rent payment required hereunder and the continuation of such failure for a period of thirty (30) days. (c) Failure by ARC to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding clauses (a) or (b), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to ARC by Ontario or the Authority; provided, however, that if in the reasonable opinion of ARC the failure stated in the notice can be corrected, but not within such sixty (60) day period, such failure shall not constitute an Event of Default if ARC shall commence to cure such failure within such sixty (60) day period and thereafter diligently and in good faith shall cure such failure in a reasonable period of time. (d) The filing by ARC of a voluntary petition in bankruptcy, or failure by ARC promptly to lift any execution, garnishment or attachment, or adjudication of ARC as a bankrupt, or assignment by ARC for the benefit of creditors, or the entry by ARC into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to ARC in any proceedings instituted under the provisions of applicable federal bankruptcy law, or under any similar acts which may hereafter be enacted. 1087
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12 Section 9.02 Remedies on Default. Whenever any Event of Default referred to in Section 9.01 shall have happened and be continuing, it shall be lawful for Ontario to exercise any and all remedies available pursuant to law or granted pursuant to this Sub-Lease Agreement; provided, however, that notwithstanding anything to the contrary herein, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable or to terminate this Sub-Lease Agreement or to cause the leasehold interest of Ontario or the subleasehold interest of ARC in the Leased Premises to be sold, assigned or otherwise alienated. Each and every covenant hereof to be kept and performed by ARC is expressly made a condition and upon the breach thereof Ontario may exercise any and all rights of entry and re-entry upon the Leased Premises, subject to the provisions of the Lease Agreement. In the event of such default and notwithstanding any re-entry by Ontario, ARC shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or damages for breach of this Sub-Lease Agreement and the performance of all conditions herein contained, and in any event such rent and damages shall be payable to Ontario at the time and in the manner as herein provided, to wit:
(a) ARC agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse Ontario for any deficiency arising out of the re-leasing of the Leased Premises, or, in the event Ontario is unable to relet the Leased Premises, then for the full amount of all Lease Payments to the end of the Term of this Sub-Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by Ontario or any suit in unlawful detainer, or otherwise, brought by Ontario for the purpose of effecting such re-entry or obtaining possession of the Leased Premises or the exercise of any other remedy by Ontario.

Section 9.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Ontario is intended to be exclusive and every such remedy shall be cumulative and shall, except as herein expressly provided to the contrary, be in addition to every other remedy given under this Sub-Lease Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Ontario to exercise any remedy reserved to it in this Article IX it shall not be necessary to give any notice, other than such notice as may be required in this Article IX or by law.

Section 9.04 Agreement to Pay Attorneys’ Fees and Expenses. In the event either party to this Sub-Lease Agreement should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party.

Section 9.05 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Sub-Lease Agreement should be breached by either party and 1088
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13 thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

ARTICLE X

MISCELLANEOUS
Section 10.01 Notices. All written notices to be given under this Sub-Lease Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication; (b) 48 hours after deposit in the United States mail, postage prepaid; or (c) otherwise, upon actual receipt. Ontario, and ARC may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to Ontario: 303 E B St.

Ontario, CA 91764
Attn: City Manager
If to ARC: 1630 Shearwater Street
Ontario, CA 91764
Attn: Executive Director
Section 10.02 Binding Effect. This Sub-Lease Agreement shall inure to the benefit of and shall be binding upon ARC and Ontario and their respective successors and assigns.

Section 10.03 Severability. In the event any provision of this Sub-Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 10.04 Net-net-net Lease. This Sub-Lease Agreement shall be deemed and construed to be a “net-net-net lease” and ARC hereby agrees that the Lease Payments shall be an absolute net return to Ontario, free and clear of any expenses, charges or set-offs whatsoever.

Section 10.05 Further Assurances and Corrective Instruments. ARC and Ontario agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Premises hereby leased or intended so to be or for carrying out the expressed intention of this SubLease Agreement.

Section 10.06 Execution in Counterparts. This Sub-Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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14 Section 10.07 Applicable Law. This Sub-Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 10.08 Authorized Representatives. Whenever under the provisions of this Sub-Lease Agreement the approval of ARC or Ontario is required, or the ARC or Ontario is required to take some action at the request of the other, such approval or such request shall be given for ARC by an Authorized Representative of ARC and for Ontario by an authorized Representative of Ontario, and any party hereto shall be authorized to rely upon any such approval or request.

Section 10.09 Captions. The captions or headings in this Sub-Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Sub-Lease Agreement.
(Signature page follows)
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S-1
IN WITNESS WHEREOF, ARC has caused this Lease Agreement to be executed in its corporate name by its duly authorized officers; and Ontario has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

ANIMAL RESOURCE CENTER OF THE

INLAND EMPIRE
By________________________________
Executive Director
ATTEST:
______________________________
Secretary

CITY OF ONTARIO
By_________________________________
City Manager
ATTEST:
______________________________
City Clerk
-Signature PageSub-Lease Agreement
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)

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

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)
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A-1

EXHIBIT A

DESCRIPTION OF THE LEASED PREMISES
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B-1

EXHIBIT B

SCHEDULE OF LEASE PAYMENTS
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TABLE OF CONTENTS
Page
-iARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.01 Definitions........................................................................................................ 1 Section 1.02 Exhibits ............................................................................................................ 2

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01 Representations, Covenants and Warranties of the ARC ................................ 2 Section 2.02 Representations, Covenants and Warranties of Ontario .................................. 3

ARTICLE III
[RESERVED]

ARTICLE IV
LEASE; TERM OF THIS LEASE AGREEMENT; RENTAL PAYMENTS
Section 4.01 Lease by Ontario and Sub-Lease to ARC........................................................ 4 Section 4.02 Term of Lease Agreement ............................................................................... 5 Section 4.03 Lease Payments; Security Deposit................................................................... 5 Section 4.04 Quiet Enjoyment .............................................................................................. 6 Section 4.05 Title.................................................................................................................. 6 Section 4.06 Miscellaneous Rent.......................................................................................... 7

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS; AND OTHER MATTERS Section 5.01 Maintenance, Utilities, Taxes and Assessments .............................................. 7 Section 5.02 Liens................................................................................................................. 8

ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.01 Damage and Destruction of Leased Premises.................................................. 8

ARTICLE VII
[RESERVED]

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.01 Assignment by Ontario .................................................................................... 8 1096
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TABLE OF CONTENTS
(continued)
Page
-iiSection 8.02 Assignment and Subleasing by the ARC......................................................... 8 Section 8.03 Amendment Hereof.......................................................................................... 9

ARTICLE IX
EVENTS OF DEFAULT; REMEDIES
Section 9.01 Events of Default Defined ............................................................................... 9 Section 9.02 Remedies on Default........................................................................................ 9 Section 9.03 No Remedy Exclusive.................................................................................... 10 Section 9.04 Agreement to Pay Attorneys’ Fees and Expenses ......................................... 10 Section 9.05 No Additional Waiver Implied by One Waiver............................................. 10

ARTICLE X

MISCELLANEOUS
Section 10.01 Notices ........................................................................................................... 10 Section 10.02 Binding Effect................................................................................................ 11 Section 10.03 Severability .................................................................................................... 11 Section 10.04 Net-net-net Lease........................................................................................... 11 Section 10.05 Further Assurances and Corrective Instruments............................................ 11 Section 10.06 Execution in Counterparts.............................................................................. 11 Section 10.07 Applicable Law.............................................................................................. 11 Section 10.08 Authorized Representatives ........................................................................... 12 Section 10.09 Captions ......................................................................................................... 12 EXHIBIT A - DESCRIPTION OF THE LEASED PREMISES...............................................A-1 EXHIBIT B - SCHEDULE OF LEASE PAYMENTS………………………….……………..B-1 1097
Department: Planning
Prepared By: Lorena Mejia
Department:

Prepared By: Lorena Mejia
Staff Member Presenting: Rudy Zeledon,
Executive Director Community Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 18
SUBJECT: A PUBLIC HEARING TO CONSIDER AN ADDENDUM TO THE ONTARIO PLAN 2050 SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT; A DEVELOPMENT AGREEMENT (FILE NO. PDA23-005) BETWEEN THE CITY OF ONTARIO AND

DIVERSIFIED PACIFIC DEVELOPMENT GROUP, LLC IN CONJUNCTION WITH THE EMPIRE GROVES SPECIFIC PLAN (FILE NO. PSP23-001); AND A DEVELOPMENT PLAN (FILE NO. PDEV23-039)

CITY OF ONTARIO
Agenda Report
April 1, 2025
SECTION:

PUBLIC HEARINGS
RECOMMENDATION: That the City Council introduce and waive further reading of:

A. A Resolution approving the use of an Addendum to The Ontario Plan 2050 Supplemental Environmental Impact Report (State Clearinghouse No. 2021070364, certified by the City Council on August 16, 2022);
B. An Ordinance for a Development Agreement (File No. PDA23-005) between the City of Ontario and Diversified Pacific Development Group, LLC to establish terms and conditions for the associated Development Plan (File No. PDEV23-039);
C. An Ordinance for the Empire Grove Specific Plan (File No. PSP23-001 to establish the Land Use District, development standards, guidelines, and infrastructure improvements); and D. A Resolution approving Development Plan (File No. PDEV23-039) to construct 600,000 SF hotel and commercial building consisting of 600 rooms.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT: The proposed hotel is expected to generate approximately $4.5 million in transit occupancy tax revenue during its first year, rising to $6.5 million by year five. Additionally, the project is projected to produce around $2.2 million in Development Impact Fees. It will also contribute to an increase in property tax revenues, based on the hotel’s anticipated market value.

The development will create between 700 and 900 permanent jobs, along with 500 temporary construction jobs. Specific details regarding the payment schedule and timing of Development 1098
Impact Fees are outlined in the Development Agreement (File No. PDA23-005).

BACKGROUND & ANALYSIS: On March 18, 2025, the City Council continued this item to a future City Council meeting.

On January 27, 2010, the Ontario City Council certified The Ontario Plan Environmental Impact Report in conjunction with File No. PGPA06-001 (City Council Resolution No. 2010-006). On August 16, 2022, the Ontario City Council certified The Ontario Plan 2050 Update Supplemental Environmental Impact Report in conjunction with File No. PGPA20-002 (City Council Resolution No. 2022-129). The Ontario Plan 2050 (TOP) and associated Environmental Impact Report analyzed the Project site and established the vision, general guidelines, overlays, districts, mixed-use areas, etc. for the Project site and surrounding area.

The TOP adopted several overlay areas at varying scales. The first is the Ontario Airport Metro Center Overlay (OAMC Overlay), which envisioned an area developed with a mix of regional serving retail, office, restaurant, cultural, entertainment, and residential uses. The OAMC is bounded by Fourth Street to the north, the 1-15 Freeway to the east, the Southern Pacific Railroad and Airport Drive to the south and Vineyard Avenue to the west. Within the OAMC there are two Place Type Districts - Airport Metro/Entertainment District and Guasti District, as well as six Mixed Use zoning designations.

The project site is within the Guasti Place Type District and the Multimodal Mixed-Use zoning designation. Both areas are envisioned with office, commercial, hospitality, and residential uses that can complement current and future public transportation and the nearby Ontario Airport.

On October 16, 2023, the applicant submitted three applications to facilitate the development of a 600-room hotel with commercial/retail space.

A Development Agreement (File No. PDA23-005) between the City of Ontario and Diversified Pacific Development Group, LLC to establish the terms and conditions for the associated Development Plan (File No. PDEV23-039).

A Specific Plan application (File No. PSP23-001 - Empire Groves Specific Plan) to establish the land use district, development standards, guidelines, and infrastructure improvements for the potential development of up to 600,000 square feet of hospitality and commercial land uses.

A Development Plan (File No. PDEV23-039) to construct a 600,000 square foot hotel consisting of 600 rooms and commercial space for restaurant and retail uses for hotel guests and the general public.

DEVELOPMENT AGREEMENT: The proposed Development Agreement is between the City of Ontario and Diversified Pacific Development Group, LLC for the construction of a full-service hotel with several on-site amenities. The City is considering this Development Agreement due to the substantial economic and community benefits the Convention Hotel will bring. Additionally, it aligns with the City's vision to transform the area into a regional tourism hub, capitalizing on the increasing success and its close proximity to the Ontario International Airport (ONT), located directly across from the Ontario Convention Center. The terms of the Agreement outline the development of the hotel project, timing of development, required infrastructure improvements, as 1099
well as obligations towards Development Impact Fees, off-site street improvements, among others.

Key components of the Development Agreement include the following:

Development of the Property
Timing: The Developer is required to develop the project no later than four years after the completion of the Convention Center expansion.

Public Infrastructure Improvements: Developer is responsible for connecting the hotel project to all utilities necessary to provide adequate water, sewer, gas, etc., and it is responsible for sewer and storm drain improvements necessary for the construction of the facilities.

Public Benefits
Covenant to Rebate/Reimburse: The Hotel Project is anticipated to provide substantial public benefits from the increase in property taxes, retail sales taxes, transient occupancy taxes and parking taxes. Of those taxes described, the Developer shall be entitled to the rebate and reimbursement of only Transit Occupancy and Parking Taxes for a period of 20 years.

Pedestrian Bridge: The cost to construct a pedestrian bridge spanning Holt Boulevard connecting the future parking structure to the Convention Hotel will be split equally between the City and Developer if the bridge is complete by Dec. 31, 2026. Otherwise, City will be responsible for 100 percent of the cost to construct this bridge.

Guasti Road: Developer at its sole expense will construct and complete required right-of way improvements along the property frontage of Guasti Road. The City will issue Development Impact Fee credits to Developer for the amount incurred.

Holt Boulevard: City agrees to make road improvement to Holt Boulevard adjacent to the Property in accordance with City standards.

Staff finds that the Development Agreement is consistent with State law, The Ontario Plan, and the City’s Development Agreement policies.

SPECIFIC PLAN: The Empire Groves Specific Plan serves to implement the City’s Policy Plan for the project site and provides zoning regulations for development of the Project site by establishing permitted land uses, development standards, infrastructure requirements, implementation requirements that are outlined below. The proposed Specific Plan boundary covers 10.43 acres of vacant land for the development of a hotel and commercial/retail space. While the Specific Plan currently facilitates the hotel and commercial/retail development, there is anticipation that the proposed development will encourage future growth in the immediate and surrounding areas.

Land Use Plan – The Empire Groves Specific Plan land use plan includes one Planning Area for the Project site, the Hospitality Mixed Use (PA1). The Hospitality Mixed-Use combines hotel uses, ancillary services and amenities with local service commercial/retail uses on a single property. At buildout, the total development allowed for the project site will be 600,000 square feet (hotel: 553,124 square feet and retail: 46,876 square feet) and up to 600 guest rooms.

Design Guidelines – The design concept ensures a high-quality, attractive, and cohesive design structure for the Specific Plan. The guidelines ensure a high-quality design for new development design standards that promote energy and water conservation.

Site Plan and Circulation – The Circulation Plan for the Specific Plan reinforces the objective of moving vehicles, pedestrians, cyclists, and public transit safely and efficiently through and 1100
around the Project. The site planning and circulation design guidelines are intended to promote high quality aesthetics, efficient land use practices, and public safety.

Landscape Design – The landscape design guidelines ensure water-conserving, droughttolerant plant palette that will soften transitions from the ground plane to the vertical plane of the building; offer screening from the adjacent neighborhood; and add color and texture to the development.

Infrastructure – Development of the Specific Plan requires the installation of all infrastructure necessary to serve the Project as a standalone development.

DEVELOPMENT PLAN: The proposed Development Plan will allow for the construction of a 600,000 square foot luxury hotel and commercial building consists of 600 rooms and will provide destination dining, luxury retail, banquet halls, spa, fitness center, public gathering spaces and additional guest amenities. The hotel will be 11-stories including two subterranean levels for parking. The Applicant proposes a modern architectural design. The primary building materials include a combination of glazing, aluminum panels, metal edging, fiber reinforced concrete, natural stone, laminated glass, metal shade canopies and LED screens integrated into the design of the building walls.

PLANNING COMMISSION REVIEW: On February 25, 2025, the Planning Commission conducted a duly noticed public hearing on the subject applications and voted (4-0) to recommend that the City Council approve the TOP Addendum (Resolution No. PC25-006), the Development Agreement (Resolution No. PC25-007), Specific Plan (Resolution No. PC25-008) and the Development Plan, File No. PDEV23-039 subject to conditions (Resolution No. PC25-009).

COMPLIANCE WITH THE ONTARIO PLAN: The proposed Project is consistent with the principles, goals and policies contained within the Vision, Governance, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan (TOP).

HOUSING ELEMENT COMPLIANCE: The Project is consistent with the Housing Element of the Policy Plan (general plan) component of The Ontario Plan, as the Project site is not one of the properties in the Housing Element Sites contained in Tables B-1 and B-2 (Housing Element Sites Inventory) of the Housing Element Technical Report.

AIRPORT LAND USE COMPATIBILITY PLAN COMPLIANCE: The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the ONT ALUCP, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the decision-making body the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2-2) and Safety Zones (ONT ALUCP Map 2-2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones (ONT ALUCP 1101
Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the City Council finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP.

ENVIRONMENTAL REVIEW: Staff has prepared an Addendum to The Ontario Plan 2050 Supplemental Environmental Impact Report (State Clearinghouse No. 2021070364, certified by the City Council on August 16, 2022. This Application introduces no new significant environmental impacts. All previously adopted mitigation measures are a condition of Project approval and are incorporated herein by this reference.
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RESOLUTION NO. ________

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

CALIFORNIA, APPROVING AN ADDENDUM TO THE ONTARIO PLAN
2050 SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT,

PURSUANT TO THE REQUIREMENTS OF THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT, AS AMENDED, FOR FILE NO. PSP23- 001
WHEREAS, DIVERSIFIED PACIFIC DEVELOPMENT GROUP, LLC (hereinafter referred to as "Applicant") has filed an Application for the approval of the Empire Groves Specific Plan, File No. PSP23-001, to establish the land use district, development standards, guidelines, and infrastructure improvements for the development of up to 600,000 square feet of hospitality and commercial land uses on 10.43-acres of land located on the southeast corner of Guasti Road and Holt Boulevard, in the City of Ontario, California (hereinafter referred to as "Application" or "Project"); and WHEREAS, in conjunction with the Project, the Applicant also filed an application for a Development Agreement (File No. PDA23-005) between the City of Ontario and Diversified Pacific Development Group, LLC to establish the terms and conditions for the associated Development Plan (File No. PDEV23-039), which will be considered by the City Council and contingent upon approval of the Empire Groves Specific Plan; and WHEREAS, the City of Ontario certified the Environmental Impact Report prepared for The Ontario Plan and associated Statement of Overriding Considerations, and issued Resolution No. 2010-003; and
WHEREAS, the City of Ontario adopted the Policy Plan (General Plan) as part of the component framework for The Ontario Plan on January 27, 2010, and issued Resolution No. 2010-004; and
WHEREAS, the City of Ontario certified the Supplemental Environmental Impact Report (SEIR), for the General Plan Amendment for The Ontario Plan 2050 Technical Update on August 16, 2022; and
WHEREAS, the Planning Director of the City of Ontario has prepared and approved for attachment to the certified Environmental Impact Report, an Addendum to the Certified EIR (hereinafter referred to as "EIR Addendum") in accordance with the requirements of the California Environmental Quality Act of 1970, together with State and local guidelines implementing said Act, all as amended to date (collectively referred to as "CEQA"); and
WHEREAS, the EIR Addendum concluded that implementation of the Project could result in a number of significant effects on the environment that were previously 1103
analyzed in the Certified EIR, and that the Certified EIR identified mitigation measures that would reduce each of those significant effects to a less-than-significant level; and WHEREAS, pursuant to State CEQA Guidelines Section 15164(a), a lead agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary to a project, but the preparation of a subsequent or supplemental EIR is not required; and
WHEREAS, the City determined that none of the conditions requiring preparation of a subsequent or supplemental EIR would occur from the Project, and that preparation of an Addendum to the Certified EIR was appropriate; and WHEREAS, on February 25, 2025, the Planning Commission of the City of Ontario conducted a hearing to consider the Addendum and concluded said hearing on that date, voting to issue Resolution No. PC25-006, recommending that the City Council concluded that none of the conditions requiring preparation of a subsequent or supplemental EIR have occurred, and further recommending that the City Council take actions on the Project in compliance with CEQA and state and local guidelines implementing CEQA; and
WHEREAS, the City of Ontario is the lead agency on the Project, and the City Council is the decision-making authority for the requested approval to construct and otherwise undertake the Project; and
WHEREAS, the City Council has reviewed and considered the SEIR Addendum for the Project, has concluded that none of the conditions requiring preparation of a subsequent or supplemental EIR have occurred, and intends to take actions on the Project in compliance with CEQA and state and local guidelines implementing CEQA; and
WHEREAS, the EIR Addendum for the Project are on file in the Planning Department, located at 303 East B Street, Ontario, CA 91764, are available for inspection by any interested person at that location and are, by this reference, incorporated into this Resolution as if fully set forth herein; and
WHEREAS, on March 18, 2025, the City Council of the City of Ontario conducted a hearing to consider the SEIR Addendum, and continued said hearing to April 1, 2025, date; and
WHEREAS, on April 1, 2025, the City Council of the City of Ontario conducted a hearing to consider the SEIR Addendum, and concluded said hearing on that date; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND RESOLVED by the City Council of the City of Ontario, as follows:
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SECTION 1: Environmental Determination and Findings. As the decisionmaking authority for the Project, The City Council has reviewed and considered the information contained in the administrative record for the Project. Based upon the facts and information contained in the administrative record, including all written and oral evidence presented to the City Council, the City Council finds as follows:
(1) The environmental impacts of this Project were reviewed in conjunction with an Addendum to TOP 2050 Supplemental Environmental Impact Report (State Clearinghouse No. 2021070364), certified by the Ontario City Council on August 16, 2022, in conjunction with File No. PGPA20-002; and (2) The EIR Addendum and administrative record have been completed in compliance with CEQA, the State CEQA Guidelines, and the City of Ontario Local CEQA Guidelines; and
(3) The City's "Guidelines for the Implementation of the California Environmental Quality Act (CEQA)" provide for the use of a single environmental assessment in situations where the impacts of subsequent projects are adequately analyzed. This Application introduces no new significant environmental impacts; and
(4) All previously adopted mitigation measures shall be a condition of project approval, as they are applicable to the Project, and are incorporated herein by this reference; and
(5) The EIR Addendum contains a complete and accurate reporting of the environmental impacts associated with the Project, and reflects the independent judgment of the City Council; and
(6) There is no substantial evidence in the administrative record supporting a fair argument that the project may result in significant environmental impacts.

SECTION 2: Additional Environmental Review Not Required. Based on the Addendum, all related information presented to the City Council, and the specific findings set forth in Section 1, above, the City Council finds that the preparation of a subsequent or supplemental Environmental Impact Report is not required for the Project, as the Project:
(1) Does not constitute substantial changes to the Certified EIR that will require major revisions to the Certified EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and
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(2) Does not constitute substantial changes with respect to the circumstances under which the Certified EIR was prepared, that will require major revisions to the Certified EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects; and
(3) Does not contain new information of substantial importance that was not known and could not have been known with the exercise of reasonable diligence at the time the Certified EIR was certified/adopted, that shows any of the following:
(a) The project will have one or more significant effects not discussed in the Certified EIR; or
(b) Significant effects previously examined will be substantially more severe than shown in the Certified EIR; or
(c) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project, but the City declined to adopt such measures; or
(d) Mitigation measures or alternatives considerably different from those analyzed in the Certified EIR would substantially reduce one or more significant effects on the environment, but which the City declined to adopt.

SECTION 3: City Council Action. Based upon the findings and conclusions set forth in Sections 1 and 2, above, the City Council hereby finds that based upon the entire record of proceedings before it, and all information received, that there is no substantial evidence that the Project will constitute substantial changes to the Certified EIR, and does hereby approve the SEIR Addendum, attached hereto as "Attachment A," and incorporated herein by this reference.

SECTION 4: Indemnification. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

SECTION 5: Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City of Ontario City Hall, 303 East "B" Street, Ontario, California 91764. The custodian for these records is the City Clerk of the City of Ontario. 1106
The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 1st day of April, 2025. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
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STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2025- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held April 1, 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 April 1, 2025. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
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ATTACHMENT A:

Addendum to TOP 2050
Supplemental Environmental Impact Report
(Addendum to follow this page)
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ADDENDUM TO THE

FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT
FOR THE ONTARIO PLAN 2050
Empire Groves Specific Plan
(State Clearinghouse No. 2021070364)
Lead Agency:

CITY OF ONTARIO
Planning Department
303 East B Street
Ontario, CA 91764
Contact: Lorena Mejia, Senior Planner
909.395.2036
Prepared By:

MICHAEL BAKER INTERNATIONAL
5 Hutton Centre Drive, Suite 500
Santa Ana, CA 92707
Contact: Frances Yau, AICP
949.472.3505
February 14, 2025
JN 195033
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TABLE OF CONTENTS

1.0 Introduction......................................................................................................... 1

1.1 Project Location ......................................................................................... 1

1.2 Previous Environmental Documents.......................................................... 4

2.0 Description of Project Modifications ................................................................ 7

2.1 Addendum’s Purpose and Need................................................................ 7

2.2 Environmental Setting................................................................................ 8

2.3 Modified Project Description .................................................................... 10

2.4 Addendum Scope of Environmental Review............................................ 16

3.0 Environmental Assessment............................................................................. 19

3.1 Impacts Having No Potential to Result in New or Substantially More Severe Significant Impacts ...................................................................... 19

3.2 Impacts Potentially Resulting in New or Substantially More Severe Significant Impacts................................................................................... 21

4.0 Determination/Addendum Conclusion ........................................................... 73

5.0 References ........................................................................................................ 75 1112
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EXHIBITS
1 Regional Vicinity................................................................................................... 2 2 Site Vicinity........................................................................................................... 3 3 Conceptual Site Plan.......................................................................................... 11 TABLES
1 Proposed Specific Plan Buildout......................................................................... 10 2 Overall Construction Emissions Summary ......................................................... 25 3 Summary of Peak Operational Emissions .......................................................... 26 4 Localized Significance Summary Peak Construction.......................................... 28 5 Energy Consumption.......................................................................................... 37 6 Estimated Greenhouse Gas Emissions .............................................................. 48 7 Significance Criteria Summary ........................................................................... 53 8 Construction Equipment Noise Level Summary ................................................. 55 9 Construction Vibration Levels............................................................................. 56 10 Reference Noise Levels ..................................................................................... 57 11 Operational Noise Levels ................................................................................... 58 12 Operational Noise Level Increases..................................................................... 59

APPENDICES
A Phase I ESA
B Air Quality Impact Analysis
C Biological Technical Report
D Archaeological Resources Report
E Energy Analysis
F Geotechnical Evaluation
G GHG Analysis
H Hydrology Report/WQMP
I Noise Impact Analysis
J VMT Analysis
K Water Supply Assessment
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1.0 INTRODUCTION
In 2009 and 2010, the City of Ontario (City), as Lead Agency, prepared a Draft Environmental Impact Report (EIR), Recirculated Draft EIR, and a Final EIR for The Ontario Plan (TOP). These documents are collectively referred to in this document as the 2010 TOP EIR. TOP consisted of a six-part component framework: 1) Vision, 2) Governance Manual, 3) Policy Plan (General Plan), 4) City Council Priorities, 5) Implementation, and 6) Tracking and Feedback, to guide development of Ontario 20 years or more into the future.

In 2022, the City prepared The Ontario Plan 2050 Final Supplemental Environmental Impact Report (TOP 2050 SEIR; State Clearinghouse No. 2021070364) for The Ontario Plan 2050 (TOP 2050), which was an update to TOP to guide the City’s development and conservation for the next 30 years through 2050. TOP 2050 is referred to herein as the “approved project.”
The Empire Groves Specific Plan (referred to herein as the “modified project” or “Specific Plan”) proposes to establish land use regulations, development standards, and design guidelines for a proposed hotel and retail development. This Addendum has been prepared to determine whether the modified project would result in new or substantially more severe significant environmental impacts compared to the impacts of the approved project as disclosed in the TOP 2050 SEIR.

1.1 PROJECT LOCATION
The City of Ontario is in the southwestern portion of San Bernardino County and is surrounded by the cities of Upland and Rancho Cucamonga to the north; the City of Fontana and unincorporated San Bernardino County to the east; the cities of Eastvale and Jurupa Valley to the south; and the cities of Chino and Montclair and unincorporated San Bernardino County to the west; refer to Exhibit 1, Regional Vicinity.

As shown on Exhibit 2, Site Vicinity, the approximately 10.43-acre triangular modified project site (Assessor’s Parcel Number [APN] 0110-322-33) is in the southeastern quadrant of the intersection of East Holt Boulevard and East Guasti Road. The site is bounded by East Holt Boulevard to the north, while East Guasti Road runs along its southern and southwestern edges. The eastern boundary is defined by an existing flood channel and the Cucamonga Creek Trail. To the south of the site lies the Ontario International Airport, which is separated from the site by East Guasti Road, Airport Drive, and a set of railroad tracks. The modified project site (also referred to as “Specific Plan area” herein) has direct access from Interstate 10 (I-10), situated to the north of the site. 1114
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Exhibit 1
Regional Vicinity
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Exhibit 2
Site Vicinity
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1.2 PREVIOUS ENVIRONMENTAL DOCUMENTS
The Ontario Plan Final Environmental Impact Report
In 2009 and 2010, the City prepared a Draft EIR, Recirculated Draft EIR, and Final EIR for The Ontario Plan (TOP). These documents are collectively referred to in this document as the 2010 TOP EIR. TOP consisted of a six-part component framework: 1) Vision, 2) Governance Manual, 3) Policy Plan (General Plan), 4) City Council Priorities, 5) Implementation, and 6) Tracking and Feedback, to guide development of Ontario 20 years or more into the future.

The 2009 Draft EIR identified six environmental topical areas (Agricultural Resources, Air Quality, Cultural Resources, Global Climate Change, Noise, and Traffic and Transportation) with significant and unavoidable impacts.

The 2009 Recirculated Draft EIR was released to provide additional analysis related to greenhouse gas (GHG) emissions impacts associated with buildout of TOP.

Pursuant to Section 15088.5(c) of the CEQA Guidelines, which states that if an EIR revision is “limited to a few chapters or portions of the EIR, the lead agency need only recirculate the chapters or portions that have been modified,” only the following topic areas were analyzed in the 2009 Recirculated Draft EIR:
• Global Climate Change; and
• Additional Project Alternative: 15 percent GHG Reduction Alternative.

Remaining topics previously analyzed in the 2009 Draft EIR were determined to be adequately addressed. Analysis in the 2009 Recirculated Draft EIR found that significant and unavoidable impacts identified in the 2009 Draft EIR would remain significant and unavoidable. These determinations were reiterated in the 2010 TOP EIR when it was certified on January 27, 2010.

The Ontario Plan 2050 Final Supplemental Environmental Impact Report In 2022, the City prepared TOP 2050 SEIR for The Ontario Plan 2050 (TOP 2050), which was an update to TOP to guide the City’s development and conservation for the next 30 years through 2050. TOP 2050 is a focused effort, with particular emphasis on technical refinements to the Policy Plan to comply with State housing mandates; conform with new State laws related to community health, environmental justice, climate adaptation, resiliency, and mobility; bring long-term growth and fiscal projections into alignment with current economic conditions; and advance the Implementation Plan and Tracking and Feedback system.

TOP 2050 fulfills the City’s mandatory Regional Housing Needs Assessment (RHNA) obligation. TOP 2050 brings long-term growth and fiscal projections into alignment with 1117
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current economic conditions as well as property owner and stakeholder requests, to support the vision for Ontario.

TOP 2050 SEIR identified significant and unavailable impacts related to air quality, cultural resources, noise, and transportation.
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2.0 DESCRIPTION OF PROJECT MODIFICATIONS

2.1 ADDENDUM’S PURPOSE AND NEED
When an EIR has been certified or a negative declaration adopted for a project, no subsequent or supplemental environmental review documentation shall be required unless one or more of the following events occurs:
1) Substantial changes are proposed in the project, which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;
2) Substantial changes occur with respect to the circumstances under which the project is undertaken, which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or
3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the negative declaration was adopted, shows any of the following:

A. The project will have one or more significant effects not discussed in the previous EIR or negative declaration;
B. Significant effects previously examined will be substantially more severe than shown in the previous EIR;
C. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or
D. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative.

When none of the above events has occurred, yet minor technical changes or additions to the previously adopted negative declaration are necessary, an addendum may be prepared (CEQA Guidelines Section 15164[b]).
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As discussed below, none of the conditions described in CEQA Guidelines Section 15162 calling for preparation of subsequent environmental review have occurred. This Addendum supports the conclusion that the modified project modifications are minor or technical changes that do not result in any new significant environmental effects or a substantial increase in the severity of previously identified significant effects. In addition, as discussed below, the modified project modifications would not result in any new or substantially increased significant environmental impacts, no new mitigation measures, or no new alternatives that would substantially reduce significant impacts. As a result, an addendum is an appropriate CEQA document for analysis and consideration of the modified project modifications.

Circulation of an addendum for public review is not necessary (CEQA Guidelines Section 15164, subdivision (c)); however, the addendum must be considered in conjunction with the adopted Final EIR by the decision-making body (CEQA Guidelines Section 15164, subdivision (d)). The modified project is an Addendum to TOP 2050 SEIR (i.e., the certified Final EIR).

CEQA requires a comparative evaluation of a modified project and alternatives to the project, including the “No Project” alternative. TOP 2050 SEIR addressed a reasonable range of alternatives for the approved project. There is no new information indicating that an alternative that was previously rejected as infeasible is in fact feasible, or that a considerably different alternative than those previously studied would substantially reduce one or more significant effects on the environment.

2.2 ENVIRONMENTAL SETTING
Located in an urban environment, the modified project site is an undeveloped, vacant, disturbed lot and is relatively flat with no temporary or permanent structures. Ruderal vegetation, including nonnative trees and shrubs, as well as stockpiled dirt mounds and rocks are present on-site. The site was formerly utilized for agriculture production until the early to mid-1980s and has since remained undeveloped. The site has been maintained through disking and mowing. The modified project site is surrounded by development on all four sides, including a channelized portion of Cucamonga Creek to the east.

GENERAL PLAN DESIGNATION
According to TOP 2050 Figures LU-01, Land Use Plan, and LU-04, Mixed Use Areas, the modified project site has a Mixed Use-Multimodal (MU-Multimodal) land use designation.

Per TOP 2050 Figure LU-05, Overlay Areas, the site is also within the Ontario Airport Metro Center Overlay.

The City’s future multimodal transit station is under consideration within the MUMultimodal area, which will link rail, regional, local, and airport transit. Intensive office, retail, and residential uses are envisioned to be integrated with the transit station. The transit center is envisioned as an iconic, convenient, and intuitively designed multimodal transportation center that will serve the City and the region at large. 1121
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According to TOP 2050 full buildout summary, the total acreage under the MU-Multimodal designated areas (west of Archibald Avenue and south of I-10) is 72.56 acres, of which

10.43 acres fall in the Specific Plan area. It is estimated that this area will absorb a total of 2,449,727 square feet of nonresidential development and will create 5,993 jobs. Of this, approximately 553,124 square feet is allocated to lodging and the remaining approximately 1,896,603 square feet is allocated to retail and office development. The area has an allowable density of 20.0 to 80.0 dwelling units per acre.

The Ontario Airport Metro Center Overlay is envisioned as the most intensive area in the County with a vertical and horizontal mixture of regional-serving retail, office, restaurant, entertainment, cultural, and residential uses in low- to mid-rise buildings (i.e., 3 to 10 stories in height).

ZONING
According to the City’s Official Zoning Map, dated January 1, 2016, the site is zoned Specific Plan (SP) within the Multimodal Transit Center (MTC) Overlay District. The SP zoning district is established to accommodate the adoption of specific plans pursuant to TOP 2050 Exhibit LU-05, Overlay Areas. All land uses, activities, and facilities within the SP zoning district shall only be allowed pursuant to the applicable Specific Plan document. The MTC Overlay District was established to allow for the interim use of existing buildings located within the overlay district boundary, while preserving the City’s vision for development of a multimodal transit center and supporting mixed-use development.

SURROUNDING LAND USES
Surrounding land uses include a mix of commercial, airport, and industrial uses, which are further described as follows:
• North: East Holt Boulevard bounds the modified project site to the north. The Frontier Center office building and Holiday Inn are located further north. These land uses are designated Hospitality with a floor area ratio (FAR) of 1.0, and zoned Convention Center Support Commercial (CCS).
• East: An existing flood channel and the Cucamonga Creek Trail bound the site to the east. Further east is an industrial warehouse development. Land uses to the east are designated Open Space-Non-Recreation and MU-Multimodal (20.0 to

80.0 dwelling units per acre and 1.0 FAR), and zoned SP with an MTC overlay. • South: East Guasti Road bounds the southern modified project boundary. The Ontario Gateway Hotel is located to the south of East Guasti Road. The Ontario International Airport is located further to the south and is separated from the site by East Guasti Road, Airport Drive, and a set of railroad tracks. Land uses to the 1122
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south are designated Hospitality (1.0 FAR), Rail and Airport, and zoned CCS, Railway Corridor (RC), and Ontario International Airport (ONT). • West: East Guasti Road bounds the modified project site to the west. The Ontario Gateway Hotel is located further west and southwest of East Guasti Road. Land uses to the west are designated Hospitality (1.0 FAR) and zoned CCS.

2.3 MODIFIED PROJECT DESCRIPTION
The modified project proposes to implement the Empire Groves Specific Plan which would include construction of a hotel and retail development with ancillary site improvements; refer to Exhibit 3, Conceptual Site Plan. The hotel would encompass approximately 553,124 square feet and the local-serving retail component would encompass approximately 46,876 square feet. Buildout of the total development would be approximately 600,000 square feet; refer to Table 1, Proposed Specific Plan Buildout.

Additionally, as shown, the proposed buildout would be within the TOP 2050 full buildout assumptions for the project site based on the MU-Multimodal designation.

Table 1
Proposed Specific Plan Buildout
Land Use Proposed Buildout TOP 2050 Maximum
Buildout for Project Site
Hotel 553,124 square feet 553,124 square feet
Local-Serving Retail 46,876 square feet 1,896,603 square feet TOTAL 600,000 square feet 2,449,727 square feet
Notes: According to TOP 2050 full buildout summary, the total acreage under the City’s MU-Multimodal designated areas is 72.56 acres, of which 10.43 acres fall in the Specific Plan area. It is estimated that the Specific Plan area will absorb a total of 2,449,727 square feet of nonresidential development, consisting of 553,124 square feet of lodging and 1,896,603 square feet of retail and office development.

In compliance with the City of Ontario’s Community Climate Action Plan (CCAP), the modified project proposes to implement Screening Table Measures identified in CCAP Table 6, Screening Table for Implementing GHG Performance Standards for Commercial, Office, Medical, Hotel, Fitness, Industrial, and Retail Development, 2030, that achieve a minimum of 100 points to ensure modified project-related GHG emission impacts remain less than significant. Potential GHG reduction measures include those related to building electrification, solar energy systems, green roofs, urban cooling, transit oriented communities, and transit ridership. The City would be responsible for verifying that Screening Table Measures achieving the requisite points are incorporated into the modified project plans and are appropriately implemented. At the discretion of the City, measures that provide GHG reductions equivalent to GHG emissions reductions achieved via the CCAP Screening Table Measures may be implemented. 1123
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Exhibit 3
Conceptual Site Plan
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PROPOSED DEVELOPMENT
Hotel Component
The hotel component consists of a 600-room hotel with a variety of amenities, including banquet halls, conference rooms, restaurants/cafes, spa and pool facilities, and a rooftop deck. The hotel consists of an east and west wing, connected above by a rooftop floor. In total, there would be eight levels with a rooftop deck with a maximum building height of 120 feet. The first floor of the hotel consists of the lobby, lounge, upscale restaurant and bar, spa, retail area, small meeting rooms, and a spacious banquet/conference center.

The first-floor mezzanine level is planned to include a game room, fitness area, meeting rooms, and a board room in addition to mechanical and electrical equipment. The second floor would house offices and a fitness center, and the remaining floors would be dedicated to hotel rooms. A rooftop pool and lounge terrace are also proposed with a fullservice restaurant and bar.

Local-Serving Retail Component
The local-serving retail and restaurant component would be located on the ground floor and be the focus of the northwest corner of the modified project site as a community plaza. Local-serving retail would consist of business spaces to provide services to the local community. Small businesses may include such uses as coffee shops, food and beverage outlets, retail, print shops, laundry or tailoring services, among others.

Landscaping
Extensive landscaping is proposed on the ground level of the entire site and third and rooftop floors of the hotel building. On the ground level, primary landscaped areas include the entrance area; edge treatments; courtyard, pool, and spa areas; and buffer planting area. Specifically, the primary entranceway to the hotel development from East Guasti Road would be designed with a canal water feature, fountain sculpture, and terraced plantings.

The edge treatments along East Guasti Road and near the intersection of East Guasti Road and East Holt Boulevard would include an array of street trees and decorative flowering trees to provide an aesthetic and safe buffer from vehicular traffic, promoting a pedestrian-friendly environment for the local-serving community plaza. The courtyard, pool, and spa areas would include pools, a water garden, event spaces, a wellness garden, and a food and beverage pavilion landscaped with shade trees, low hedges, and grassy open areas. Lastly, the buffer planting area is located between Cucamonga Creek and the eastern modified project boundary and would include a dense screening hedge to provide a visual privacy barrier that delineates the boundary between the modified project site and trail users along the creek.

On the third floor, a meadow type landscaping is proposed with specimen trees, an herb garden, pathways, and outdoor seating areas with cabanas, a fire pit, and pocket lounges. 1125
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The rooftop area would be divided into the Sky Island on the west and High Gardens on the east. The Sky Island would include a central water feature and rock sculpture with a stone landscaping area, an expansive wooden deck, and pocket seating areas. The High Gardens would include a VIP pool with cabanas, chaise chairs, and outdoor living rooms.

Parking
A total of 932 parking spaces would be provided via a 27-space aboveground lot (for the local-serving retail uses) and a two-level, subterranean parking structure with 905 spaces (for the hotel). The subterranean areas would also include back-of-the-hotel facilities, storage, employee areas, and offices as well as mechanical and electrical equipment.

EMPIRE GROVES SPECIFIC PLAN
The proposed Specific Plan establishes land use regulations, development standards, and design guidelines for future development within the Specific Plan area.

Development Plan
The proposed development plan outlines the comprehensive land use framework, encompassing a summary of the modified project, a depiction of land uses specified in the Specific Plan, and various modified project elements, including landscape concepts and parking facilities. It also presents essential infrastructure plans, covering circulation, fire access, water supply, sewage, recycled water, solid waste, and community facilities.

The Specific Plan consists of one planning area (PA1), Hospitality Mixed-Use. The Hospitality Mixed-Use land use refers to a development that combines hotel uses, ancillary services, and amenities with local-serving commercial uses within a single property.
• Hotel Use: Hotel use is the primary component of Hospitality Mixed-Use and should occupy the majority of the FAR of the development. This includes guest rooms, office space for hotel administration, and may also include restaurant, bars, lounges, day spas, gyms, ballrooms, meeting rooms, and more. • Local-Serving Retail Uses: Local-serving retail uses cater to the daily needs of the local community as well as the hotel use. These businesses may include coffee shops, restaurants, retail, print shops, laundry or tailoring services and similar types of uses. These types of uses can benefit shoppers visiting the surrounding area as well as nearby residents who can access these services by foot.

As detailed in Table 1, total anticipated Specific Plan buildout would be approximately 553,124 square feet of hotel use and 46,876 square feet of local-serving use, totaling 600,000 square feet.

As previously described, the City’s MU-Multimodal designated areas (west of Archibald Avenue and south of I-10) encompass 72.56 acres, of which 10.43 acres fall in the 1126
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Specific Plan area. Based on TOP 2050 full buildout summary, the MU-Multimodal designated areas have an anticipated buildout of 2,449,727 square feet of nonresidential uses (approximately 553,124 square feet for lodging and approximately 1,896,603 square feet for retail and office development). As shown in Table 1, the proposed Specific Plan buildout for both hotel and local-serving retail use would be within the TOP 2050 maximum buildout assumptions for the project site based on the MU-Multimodal designation. Overall, the site’s total anticipated buildout of 2,449,727 square feet under the MU-Multimodal designation would not be exceeded.

Circulation and Access
Potential roadway improvements in the modified project vicinity along East Holt Boulevard, East Guasti Road, and Airport Drive are identified in the Specific Plan that would complement future development of the area as well as improve connectivity.

The pedestrian circulation around the Specific Plan area is provided by existing sidewalks that have gaps at certain locations. The development of the Specific Plan would include sidewalks around the site and development of the community plaza at the intersection of East Holt Boulevard and East Guasti Road.

Infrastructure Plan
• Domestic/Potable Water: Water service to the Specific Plan area would be provided by the City. Currently, there is an existing 12-inch water main in East Guasti Road along the modified project frontage, and an existing 8-inch water main in East Holt Boulevard along the modified project frontage, both available for connection. The modified project proposes water line connections from the site to the existing water mains in East Guasti Road and East Holt Boulevard. • Sewer: Sewer mains are maintained by the City of Ontario and wastewater is treated at the Inland Empire Utilities Agency (IEUA) Treatment Plant. Several regional trunk sewers collect sewage generated in the City and transport it to IEUA’s Regional Plant No. 1 and Regional Plant No. 5 for treatment. The modified project proposes to install a sewer line on-site to connect to an existing 12-inch sewer main in East Holt Boulevard.
• Recycled Water: Recycled water is provided to the City by the IEUA from its four wastewater reclamation plants. Currently, there are recycled water mains in the vicinity of the Specific Plan Area, with a point of connection located at the intersection of East Guasti Road and East Holt Boulevard. The modified project proposes to install an 8-inch recycled water main in East Guasti Road that connects to an existing 8-inch recycled water main in Convention Center Way (north of East Holt Boulevard) to extend south in East Guasti Road to end east of the Cucamonga Creek Channel.
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• Stormwater: The Specific Plan area would connect to existing storm drain infrastructure systems within adjacent roadways. Specifically, the modified project proposes an underground detention system and stormwater pump in the southeast of the site to convey treated stormwater flows on-site to an existing 108-inch storm drain line in Guasti Road.
• Dry Utilities: Electrical lines would be installed underground to connect to existing Southern California Edison (SCE) infrastructure. Similarly, the modified project would connect to existing gas lines provided by Southern California Gas Company (SoCalGas). Infrastructure supporting telephone services by AT&T and Verizon and cable television services provided by Time Warner Cable would be installed along with other utilities.

Development Standards
The development standards associated with the proposed Specific Plan serve as the authoritative document that delineates the specific land use designations and regulatory guidelines for the Specific Plan. The Specific Plan establishes standards, including those related to setbacks, maximum building height, floor area ratio, and lot coverage. Specific standards associated with utilities, public and private open space, bicycle parking, and loading areas are also detailed. Additionally, Specific Plan Table 3, Allowable Land Uses, details the allowable uses within the Specific Plan area.

Design Guidelines
The design guidelines establish a clear set of qualitative guiding principles that form a basis for the City to review development within the Specific Plan. The guidelines serve to establish high-quality design for new development and facilitate the design review and planning approval process relative to building configuration and architecture.

The guidelines are not intended as a literal requirement; instead, they serve as a framework for the design review process and cover key elements including building mass, elevation treatment and materials, entrances, façade design and composition, roof forms, materials, colors, landscaping, lighting, and signage. The intent is for the City to use the guidelines as part of the formal design review process, and for the City’s decision-making body to make qualitative findings demonstrating such compliance.

CONSTRUCTION
The modified project is anticipated to be constructed in a single phase for a duration of approximately 15 months.
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DISCRETIONARY ACTIONS
The modified project is anticipated to require the following City discretionary permits and approvals:
• CEQA Clearance;
• Development Plan;
• Specific Plan; and
• Development Agreement.

Additionally, the modified project may be required to obtain permits/approvals from the following agencies:
• ONT Inter-Agency Notification Process;
• FAR Part 77 Notification – Federal Aviation Administration; and • NPDES Construction General Permit – Santa Ana Regional Water Quality Control Board.

2.4 ADDENDUM SCOPE OF ENVIRONMENTAL REVIEW
As discussed in the TOP 2050 SEIR, the approved project was determined to have less than significant impacts or no impact with regard to the following environmental issue areas:
• Aesthetics;
• Agriculture and Forestry Resources;
• Biological Resources;
• Energy;
• Greenhouse Gas Emissions
• Hazards and Hazardous Materials
• Hydrology and Water Quality
• Land Use and Planning
• Mineral Resources
• Population and Housing;
• Public Services;
• Recreation;
• Utilities; and
• Wildfire.

The TOP 2050 SEIR established that, with mitigation, the approved project would result in less than significant impacts related to the following environmental issue areas:
• Geology and Soils; and
• Tribal Cultural Resources.
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The TOP 2050 SEIR determined that the approved project would result in the following significant and unavoidable impacts:
• Air Quality;
• Cultural Resources;
• Noise; and
• Transportation.

This Addendum addresses changes resulting from implementation of the modified project to each of the environmental resource areas noted above. 1130
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3.0 ENVIRONMENTAL ASSESSMENT
This comparative analysis has been undertaken to analyze whether the modified project would result in any new or substantially more severe significant environmental impacts as compared to the approved project that has been subject to the TOP 2050 SEIR. The comparative analysis discusses whether impacts are greater than, less than, or similar to the conclusions discussed in the TOP 2050 SEIR.

3.1 IMPACTS HAVING NO POTENTIAL TO RESULT IN NEW OR SUBSTANTIALLY

MORE SEVERE SIGNIFICANT IMPACTS
• Agriculture and Forestry Resources: According to the California Department of Conservation, the modified project site is designated as Urban and Built-Up Land. 1 As such, no agricultural or forestry resources occur on-site. No new or substantially more severe significant impacts to agricultural and forestry resources would result from implementation of the modified project.
• Hazards and Hazardous Materials: The Phase I Environmental Site Assessment:

Proposed Empire Resort and Spa, Southeast Corner of E. Holt Boulevard and E.

Guasti Road, APN 0110-322-33-0-000, City of Ontario, San Bernardino County, California 91761, (Phase I ESA), prepared by Petra Geosciences, Inc., and dated December 5, 2023, was prepared for the modified project; refer to Appendix A, Phase I ESA. According to the Phase I ESA, the modified project site is not located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5. Additionally, the Phase I ESA determined that no recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions were identified within or affecting the modified project site. Further, the modified project site is not located within 0.25-mile of a school. While modified project construction could involve the use of limited amounts of hazardous materials, such as paints and solvents, gasoline, diesel fuels, and other hazardous materials routinely utilized with construction equipment, activities would be short-term, and the materials used would not be in such quantities, or stored in such a manner, as to pose a significant safety hazard. Given that the modified project site was historically used for agriculture, it is possible that discolored soils, noxious odors, buried pipelines or irrigation channels, and/or other buried objects/debris may be encountered during clearing and grubbing, or future grading. However, similar to the approved project, all modified project-related construction activities would be subject to applicable laws and regulations governing the use, storage, and transportation of hazardous materials, specifically those established by the U.S. Department of Transportation, 1 California Department of Conservation, California Important Farmland Finder, https://maps.conservation.ca.gov/DLRP/CIFF/, accessed August 14, 2024. 1132
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California Department of Transportation, and California Highway Patrol, as well as the Hazardous Materials Transportation Uniform Safety Act.

Operation of the proposed uses would involve the use of small amounts of hazardous materials, such as cleansers, paints, fertilizers, and pesticides for cleaning and maintenance purposes. However, uses of such hazardous materials would be regulated by the California Fire Code, as well as other federal, State, and local regulations related to the protection of the public’s health and safety.

Following compliance with existing local, State, and federal regulations, impacts would be less than significant in this regard. Thus, no new or substantially more severe significant impacts regarding hazards and hazardous materials would result from implementation of the modified project.
• Mineral Resources: According to Figure 5.12-1, Areas of Mineral Resources Significance, of TOP 2050 SEIR, the modified project site is identified as Mineral Resource Zone 3 (MRZ-3), which are areas where the significance of mineral deposits cannot be determined from the available data. Development in an MRZ3 area would not result in significant impacts because mineral resources of Statewide or local importance are not identified in those areas on the California Geological Survey’s maps. As such, no new or substantially more severe significant impacts related to mineral resources would result from implementation of the modified project.
• Population and Housing: The modified project site is currently vacant; therefore, the modified project would not displace any existing housing or residents. The proposed hotel and retail uses are considered employment-generating uses.

Employment opportunities resulting from the modified project could directly increase the City’s population, as employees (and their families) may choose to relocate to the City. However, estimating the number of future employees who may choose to relocate to the City would be highly speculative, since many factors influence personal housing location decisions (e.g., family income levels and the cost and availability of suitable housing in the local area). Further, many modified project employees could already live within Ontario or neighboring jurisdictions.

Nonetheless, buildout of the modified project site and other areas designated MUMultimodal was projected by TOP 2050 to create 5,993 jobs associated with lodging and retail/office uses and was analyzed in TOP 2050 SEIR. The modified project is consistent with the MU-Multimodal designation and thus, would not substantially increase employment growth beyond what was previously analyzed in TOP 2050 SEIR. Additionally, the modified project would support this potential increase in population by providing for the infrastructure to accommodate the projected growth (e.g., utility and roadway improvements). Further, the modified project would support the goals of TOP 2050 by providing employment in proximity to multimodal transit. As such, no new or substantially more severe significant impacts related to population and housing would result from implementation of the modified project.
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• Public Services: As discussed above under Population and Housing, while the proposed hotel and retail uses may be growth inducing, such growth has been projected by TOP 2050 for MU-Multimodal designated areas within Ontario. As such, while new development may increase demand for public services, including police protection, fire protection, school, and library services, TOP 2050 SEIR determined that buildout of the approved project would be adequately served by existing and planned public services. No new or substantially more severe significant impacts related to public services would result from implementation of the modified project.
• Recreation: As discussed above under Population and Housing, while the proposed hotel and retail uses may be growth inducing, such growth has been projected by TOP 2050 for MU-Multimodal Designated areas within Ontario.

Additionally, no housing is proposed under the modified project, and the modified project would include extensive public and private open space areas to accommodate the proposed development. As such, demand for parks and other recreational facilities would not substantially increase. No new or substantially more severe significant impacts related to recreation would result from implementation of the modified project.
• Wildfire: According to the California Department of Forestry and Fire, the modified project site is not located in or near a State Responsibility Area Fire Hazard Severity Zone.
2 According to Figure 5.20-2, Fire Hazard Severity Zones, of TOP 2050 SEIR, the modified project site is not located in or near a fire hazard zone.

Thus, no new or substantially more severe significant impacts related to wildfire would result from implementation of the modified project.

3.2 IMPACTS POTENTIALLY RESULTING IN NEW OR SUBSTANTIALLY MORE

SEVERE SIGNIFICANT IMPACTS

3.2.1 Aesthetics/Light And Glare
Approved Project Findings
TOP 2050 SEIR determined that the approved project would have no impact on Statedesignated scenic highways as there are none in the City. TOP 2050 SEIR concluded that the approved project would not propose any development of a design and/or scale that would impact views of the San Gabriel Mountains, that implementation of the approved project would not conflict with existing zoning and regulations governing scenic quality, and that the approved project would be subject to the City of Ontario Municipal Code (Municipal Code) regarding potential light and glare impacts. Overall, aesthetic 2 California Department of Forestry and Fire, Fire Hazard Severity Zones in State Responsibility Area, effective April 1, 2024, https://calfireforestry.maps.arcgis.com/apps/webappviewer/index.html?id=988d431a42b242b29d89597ab693d008, accessed August 14, 2024.
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impacts were determined to be less than significant. No mitigation measures were required for the approved project.

Modified Project Analysis
The modified project proposes a hotel and retail development in accordance with the proposed Empire Groves Specific Plan that establishes a development plan, development standards, and design guidelines to guide development within the Specific Plan area. As detailed in Section 2.2, Environmental Setting, the MU-Multimodal land use designation permits lodging and retail on-site, which is consistent with the modified project’s uses.

While the MU-Multimodal land use designation permits low- to mid-rise buildings ranging from three to 10 stories (approximately 30 to 100 feet) in height, the proposed Specific Plan would permit a maximum height of 10 to 15 stories (approximately 100 to 140 feet).

This would be consistent with the allowable building height for the modified project site based on the Ontario International Airport Land Use Compatibility Plan (ONT ALUCP; refer to Section 3.2.9, Land Use and Planning). The Specific Plan would include development standards and design guidelines to ensure high-quality design and facilitate the design review and planning approval process within the Specific Plan area.

Development standards would require site setbacks ranging from five to 50 feet, a floor area ratio of 1.0, and a maximum 40 percent lot coverage. The Specific Plan would require that public open space be accessible at the pedestrian level from public sidewalks and would set minimum dimensions for private open spaces that are visible to the public.

Design guidelines would provide direction regarding building massing and elevation treatments, as well as site landscaping, lighting, and sign design. Specifically, lighting would need to be shielded in order to minimize light trespass, glare, and sky glow. Further, lighting provision for modified project construction are detailed in Municipal Code, Title 4, Chapter 11, Section 4-11.11, Construction site security provisions. Collectively, the proposed Specific Plan development standards and design guidelines and existing Municipal Code requirements would ensure the proposed development is consistent with regulations governing scenic quality.

Scenic views of the San Gabriel Mountains, the dominant scenic resource within the City, would not be obstructed with buildout of the proposed Specific Plan. Proposed design guidelines and development standards related to building mass, elevation, and height would ensure the proposed development does not have the potential to alter scenic views provided by the backdrop of the San Gabriel Mountains as the peaks rise to 7,000 feet above mean sea level.

Further, the proposed development would be adjacent to similar uses, including existing hotels to the north and west. Overall, the modified project would be of similar scale and character to surrounding uses and would be compatible with the buildout envisioned for the MU-Multimodal land use designated site by TOP 2050. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.
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Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.2 Air Quality
Approved Project Findings
According to TOP 2050 SEIR, TOP 2050 would be inconsistent with the South Coast Air Quality Management District’s (SCAQMD’s) Air Quality Management Plan (AQMP) because buildout under TOP 2050 would generate short- and long-term emissions that exceed SCAQMD’s regional significance thresholds and cumulatively contribute to the nonattainment designations of the South Coast Air Basin (Basin). Additionally, operation of industrial and warehousing land uses accommodated under TOP 2050 could expose sensitive receptors to substantial toxic air contaminant concentrations.

Incorporation of mitigation measures that would apply to a development project’s construction phase (2010 TOP EIR Mitigation Measure 3-1) and operational phase (2010 TOP EIR Mitigation Measure 3-2 and TOP 2050 SEIR Mitigation Measure AQ-1) would reduce short- and long-term emissions and subsequently, impacts associated with consistency with the SCAQMD. Additionally, TOP 2050 goals and policies would promote increased capacity for alternative transportation modes.

However, due to the magnitude of residential units that would be planned under TOP 2050 to accommodate the City’s Regional Housing Needs Assessment requirements, no additional mitigation measures are available that would reduce impacts below SCAQMD thresholds. Impact pertaining to consistency with an adopted AQMP, short-term and longterm air pollutants emissions, and health impacts to nearby sensitive receptors would remain significant and unavoidable.

According to TOP 2050 SEIR, TOP 2050 would not result in other emissions (such as those leading to odors) adversely affecting a substantial number of people. Impacts would be less than significant in this regard.

Modified Project Analysis
The Empire Groves Hotel Air Quality Impact Analysis, City of Ontario (Air Quality Impact Analysis), prepared by Urban Crossroads and dated April 19, 2024, was prepared to evaluate potential air quality impacts associated with the modified project; refer to Appendix B, Air Quality Impact Analysis.

Project Consistency with AQMP
In December 2022, SCAQMD released the Final 2022 AQMP (2022 AQMP). The 2022 AQMP continues to evaluate current integrated strategies and control measures to meet the California Ambient Air Quality Standards (CAAQS), as well as explore new and 1136
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innovative methods to reach its goals. Some of these approaches include utilizing incentive programs, recognizing existing co-benefit programs from other sectors, and developing a strategy with fair-share reductions at the federal, State, and local levels.

Similar to the 2016 AQMP, the 2022 AQMP incorporates scientific and technological information and planning assumptions, including the Southern California Association of Governments (SCAG) 2020-2045 Regional Transportation Plan/Sustainable Communities Strategy (2020-2045 RTP/SCS), a planning document that supports the integration of land use and transportation to help the region meet the Federal Clean Air Act requirements. The modified project’s consistency with the AQMP will be determined using the 2022 AQMP as discussed below.
• Consistency Criterion No. 1: The proposed project will not result in an increase in the frequency or severity of existing air quality violations or cause or contribute to new violations or delay the timely attainment of air quality standards or the interim emissions reductions specified in the AQMP.

As demonstrated below, the modified project’s localized and regional construction-source emissions would not exceed applicable regional significance threshold and LST thresholds. As such, a less than significant impact is expected. Further, the modified project’s localized and regional operation-source emissions would not exceed applicable regional significance threshold and localized significance thresholds. As such, a less than significant impact is expected. On the basis of the preceding discussion, the modified project is determined to be consistent with the first criterion. • Consistency Criterion No. 2: The project will not exceed the assumptions in the AQMP based on the years of project buildout phase.

Peak day emissions generated by construction activities are largely independent on land use assignments, but rather are a function of development scope and maximum area of disturbance. Irrespective of the site’s land use designation, development of the site to its maximum potential would likely occur, with disturbance of the entire site occurring during construction activities. As such, when considering that no emissions thresholds will be exceeded, a less than significant impact would result.

TOP 2050 designates the modified project site as MU-Multimodal. The MU designation allows for a maximum FAR of 1.0 for office and retail uses. Intensive office, retail, and residential uses are envisioned to be integrated with the future multimodal transit station that is under consideration, which links rail, regional, local and airport transit. The modified project includes the development of a hotel with 600 rooms and suites, ballrooms, a spa & fitness center, meeting and conference rooms as well as an outdoor pool and event lawn and locally serving retail uses. Since the modified project’s proposed land uses are consistent with TOP 2050 and as the modified project’s construction and operationalsource air pollutant emissions would not exceed the regional or localized significance thresholds, the modified project is determined to be consistent with the second criterion. 1137
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In conclusion, the modified project would not have the potential to result in or cause federal and/or State ambient air quality standards (i.e., National Ambient Air Quality Standards [NAAQS] and/or CAAQS) violations. The modified project’s proposed uses are consistent with the site’s land use designation and the modified project would not exceed the regional or localized construction and operational thresholds. As such, the modified project is considered to be consistent with the 2022 AQMP and impacts in this regard would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Construction Emissions
As part of the Air Quality Impact Analysis, modified project-related construction-source and operational-source air quality emissions from criteria pollutants (volatile organic compounds [VOCs], nitrous oxides [NOx], carbon monoxides [CO], sulfur oxides [SOx], coarse particulate matter [PM10], and fine particulate matter [PM2.5]) were calculated using the California Emissions Estimator Model (CalEEMod) version 2022.1.1.22. Output from the model runs for both construction and operational activity are provided in Appendix B.

The estimated maximum daily construction emissions without mitigation are summarized in Table 2, Overall Construction Emissions Summary. Under the assumed scenarios, emissions resulting from modified project construction would not exceed criteria pollutant thresholds established by the SCAQMD. Therefore, construction impacts in this regard would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Table 2
Overall Construction Emissions Summary
Year Emissions (pounds/day)
VOC NOX CO SO2 PM10 PM2.5
Summer
2024 4.86 85.10 59.57 0.32 15.68 5.96
2025 39.43 27.80 72.35 0.08 9.62 2.95
Winter
2024 3.67 20.66 46.45 0.06 7.91 2.33
2025 3.30 19.14 43.84 0.06 7.84 2.27
Maximum Daily Emissions 39.43 85.10 72.35 0.32 15.68 5.96 SCAQMD Thresholds 75 100 550 150 150 55
Threshold Exceeded? No No No No No No
Notes: VOC = volatile organic chemical; NOx = nitrous oxide; CO = carbon monoxide; SO2 = sulfur dioxide; PM10 = coarse particulate matter; PM2.5 = fine particulate matter Source: Urban Crossroads, Empire Groves Hotel Air Quality Impact Analysis, City of Ontario, April 19, 2024; refer to Appendix B, Air Quality Impact Analysis. 1138
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Operational Emissions
Operational activities associated with the modified project would result in emissions of VOCs, NOX, SOX, CO, PM10, and PM2.5. Operational emissions are expected from the following primary sources:
• Area Source Emissions: Area sources include architectural coatings, consumer products, and landscape maintenance equipment.
• Energy Source Emissions: Energy source emissions include combustion emissions associated with generation of natural gas and electricity. However, because electrical generating facilities for the modified project area are located either outside the region (State) or offset through the use of pollution credits (RECLAIM) for generation within the Basin, criteria pollutant emissions from offsite generation of electricity are excluded from the evaluation of significance. • Mobile Source Emissions: Modified project-related air quality emissions derive primarily from vehicle trips associated with the modified project, including employee trips and commercial trips to and from the site associated with the proposed uses. Moreover, vehicles traveling on paved roads would be a source of fugitive emissions due to the generation of road dust inclusive of brake and tire wear particulates. Trip characteristics available from the modified project-specific traffic impact analysis.

The estimated operational-source emissions are summarized in Table 3, Summary of Peak Operational Emissions. Modified project operational activities would not exceed the numerical thresholds of significance established by the SCAQMD for emissions of any criteria pollutant. As such, operational impacts would be considered less than significant.

The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Table 3
Summary of Peak Operational Emissions
Source Emissions (pounds/day)
VOC NOX CO SO2 PM10 PM2.5
Summer
Mobile Source 19.66 18.24 172.16 0.41 35.25 9.14
Area Source 23.33 0.40 47.22 0.00 0.08 0.06
Energy Source 0.29 5.21 4.38 0.03 0.40 0.40
Maximum Daily Emissions 43.28 23.84 223.76 0.44 35.73 9.60 SCAQMD Thresholds 75 100 550 150 150 55
Threshold Exceeded? No No No No No No
Winter
Mobile Source 18.22 19.60 144.10 0.38 35.25 9.14
Area Source 15.58 0.00 0.00 0.00 0.00 0.00
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Localized Significance to Sensitive Receptors
The Air Quality Impact Analysis makes use of methodology included in the SCAQMD Final Localized Significance Threshold Methodology (LST Methodology). The SCAQMD has established that impacts to air quality are significant if there is a potential to contribute or cause localized exceedances of the federal and/or State ambient air quality standards (NAAQS/CAAQS). Collectively, these are referred to as Localized Significance Thresholds (LSTs). Based on SCAQMD’s LST Methodology, emissions of concern during construction activities are those associated with on-site NOX, CO, PM2.5, and PM10 emissions. The LST Methodology clearly states that “off-site mobile emissions from the project should not be included in the emissions compared to LSTs.” As such, for purposes of the construction LST analysis, only emissions included in the CalEEMod “on-site” emissions outputs were considered.

The SCAQMD recommends that the nearest sensitive receptor be considered when determining a project’s localized air quality impacts. The nearest land use where an individual could remain for 24 hours to the project site has been used to determine localized construction and operational air quality impacts for emissions of PM10 and PM2.5 (since PM10 and PM2.5 thresholds are based on a 24-hour averaging time). Receptors in the modified project area are described and shown in Air Quality Impact Analysis Exhibit 3-B, Receptor Locations.
• R1: Location R1 represents the Ontario Gateway Hotel at 2200 E Holt Blvd, approximately 176 feet west of the modified project site. • R2: Location R2 represents the existing residence at 304 N Placer Privado, approximately 2,802 feet north of the modified project site. • R3: Location R3 represents the existing building of Holiday Inn Ontario Airport at 2155 E Convention Center Way, approximately 237 feet north of the modified project site.
• R4: Location R4 represents the existing residence at 2505 E Date Palm Paseo, approximately 1,968 feet north of the modified project site. • R5: Location R5 represents the existing residence at 710 Via Dolcetto, approximately 3,593 feet northeast of the modified project site. • R6: Location R6 represents the Frontier Center at 2151 E Convention Center Way, approximately 232 feet north of the modified project site.

Source Emissions (pounds/day)
VOC NOX CO SO2 PM10 PM2.5
Energy Source 0.29 5.21 4.38 0.03 0.40 0.40
Maximum Daily Emissions 34.09 24.81 148.47 0.42 35.64 9.54 SCAQMD Thresholds 55 55 550 150 150 55
Threshold Exceeded? No No No No No No
Notes: VOC = volatile organic chemical; NOx = nitrous oxide; CO = carbon monoxide; SO2 = sulfur dioxide; PM10 = coarse particulate matter; PM2.5 = fine particulate matter Source: Urban Crossroads, Empire Groves Hotel Air Quality Impact Analysis, City of Ontario, April 19, 2024; refer to Appendix B, Air Quality Impact Analysis. 1140
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In order to estimate localized pollutant concentrations resulting from modified project construction, the SCAQMD-approved American Meteorological Society/EPA Regulatory Model (AERMOD) dispersion model was utilized. AERMOD model outputs are provided in Appendix B. As illustrated in Table 4, Localized Significance Summary Peak Construction, emissions during the peak construction activity would not exceed the SCAQMD’s localized significance thresholds at the maximally exposed receptor location, All other modeled locations in the study area would experience a lesser concentration and consequently a lesser impact.

Table 4
Localized Significance Summary Peak Construction
According to SCAQMD LST methodology, LSTs would apply to the operational phase of a proposed project, if the project includes stationary sources, or attracts mobile sources that may spend long periods queuing and idling at the site (e.g., transfer facilities and warehouse buildings). The modified project does not include such uses, and thus, due to the lack of significant stationary source emissions, no long-term localized significance threshold analysis is warranted.

Based on the Air Quality Impact Analysis, the modified project would not result in potentially adverse CO concentrations or “hot spots”. Further, detailed modeling of project-specific CO “hot spots” is not needed to reach this conclusion. It has long been recognized that CO hotspots are caused by vehicular emissions, primarily when idling at congested intersections. Currently, the allowable CO emissions standard in California is a maximum of 3.4 grams/mile for passenger cars (there are requirements for certain vehicles that are more stringent). To establish a more accurate record of baseline CO concentrations affecting the Basin, a CO “hot spot” analysis was conducted in 2003 for four busy intersections in Los Angeles at the peak morning and afternoon time periods.

This 2003 “hot spot” analysis did not predict any violation of CO standards at any of these busy intersections.

An adverse CO concentration, known as a “hot spot,” would occur if an exceedance of the State one-hour standard of 20 ppm or the eight-hour standard of 9 ppm were to occur.

Peak Construction
CO NO2 PM10 PM2.5
Averaging Time
1-Hour 8-Hour 1-Hour 24-Hour 24-Hour
Peak Day Localized Emissions 0.05 0.03 0.0366 2.72 1.57 Background Concentration 1.30 1.00 0.085 --
Total Concentration 1.35 1.03 0.12 2.72 1.57
SCAQMD LST 20 9 0.18 10.4 10.4
Threshold Exceeded? NO NO NO NO NO
Notes: NO2 = nitrogen dioxide; CO = carbon monoxide; PM10 = coarse particulate matter; PM2.5 = fine particulate matter
Source: Urban Crossroads, Empire Groves Hotel Air Quality Impact Analysis, City of Ontario, April 19, 2024; refer to Appendix B, Air Quality Impact Analysis. 1141
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The ambient 1-hour and 8-hour CO concentration within the modified project study area is estimated to be 1.3 ppm and 1.0 ppm, respectively (2022 data from I-10 Near Road monitoring station). Therefore, even if the traffic volumes for the modified project were double or even triple the traffic volumes generated at the Long Beach Boulevard and Imperial Highway intersection (the nearest intersection out of the four busy intersections studied in 2003 “hot spot” analysis), coupled with the on-going improvements in ambient air quality, the modified project would not be capable of resulting in a CO “hot spot” at any study area intersections.

In December 2018, in the case of Sierra Club v. County of Fresno (2018) 6 Cal.5th 502, the California Supreme Court held that an EIR’s air quality analysis must meaningfully connect the identified air quality impacts to the human health consequences of those impacts, or meaningfully explain why that analysis cannot be provided. As the modified project’s emissions would comply with federal, State, and local air quality standards, the modified project’s emissions are not sufficiently high enough to use a regional modeling program to correlate health effects on a Basin-wide level and would not provide a reliable indicator of health effects if modeled.

In conclusion, results of the LST analysis indicate that the modified project would not exceed the SCAQMD localized significance thresholds during construction. Therefore, sensitive receptors would not be exposed to substantial pollutant concentrations during modified project construction. Additionally, the modified project would not have the potential to exceed the SCAQMD localized significance thresholds during operation as the modified project lack significant stationary source emissions. Further, modified project-related traffic would not create or result in a CO “hotspot.” Lastly, as the modified project’s emissions would comply with federal, State, and local air quality standards, they are not sufficiently high enough to use a regional modeling program to correlate health effects on a basin-wide level and would not provide a reliable indicator of health effects if modeled. Therefore, sensitive receptors would not be exposed to substantial pollutant concentrations as the result of modified project and localized impacts would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Odor
The modified project does not contain land uses typically associated with emitting objectionable odors. Potential odor sources associated with the modified project may result from construction equipment exhaust and the application of asphalt and architectural coatings during construction activities and the temporary storage of typical solid waste (refuse) associated with the modified project’s (long-term operational) uses.

Standard construction requirements would minimize odor impacts from construction. The construction odor emissions would be temporary, short-term, and intermittent in nature and would cease upon completion of the respective phase of construction and is thus considered less than significant. It is expected that modified project-generated refuse would be stored in covered containers and removed at regular intervals in compliance 1142
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with current solid waste regulations. The modified project would also be required to comply with SCAQMD Rule 402 to prevent occurrences of public nuisances. Therefore, odors and other emissions (such as those leading to odors) associated with construction and operations activities of the modified project would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.3 Biological Resources
Approved Project Findings
According to TOP 2050 SEIR, there are no sensitive plant species or wildlife movement corridors within the City. However, TOP 2050 SEIR requires all future development located within special-status wildlife critical habitat in the City, including within jurisdictional waters and wetlands, and conservation plans and areas, to conduct focused species surveys where applicable. Additionally, future projects would be required to consult and coordinate with applicable regulating agencies, including, but not limited to, U.S. Fish and Wildlife Service (USFWS), United States Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and California Department of Fish and Wildlife (CDFW), and implement necessary mitigation measures pursuant to the Federal Endangered Species Act (FESA), Migratory Bird Treaty Act of 1918 (MBTA), Clean Water Act (CWA), and California Endangered Species Act (CESA). Following the focused surveys and agency consultation, any resulting mitigation measures should be implemented. Overall, TOP 2050 SEIR determined that less than significant impacts to biological resources would result as the approved project would not grant specific entitlements for development and would not result in development of new, previously undeveloped areas of the City. No mitigation measures were required for the approved project.

Modified Project Analysis
The Biological Technical Report for the Ontario Hotel Project, San Bernardino County, California (Biological Technical Report), prepared by ECORP Consulting, Inc., and dated December 2024, was prepared for the modified project; refer to Appendix C, Biological Technical Report. The Biological Technical Report involved a literature review using the CDFW’s California Natural Diversity Database (CNDDB), the California Native Plant Society’s (CNPS) Electronic Inventory, the Natural Resources Conservation Service (NRCS) Web Soil Survey, NRCS Hydric Soils List, USFWS National Wetlands Inventory, and corresponding U.S. Geological Survey (USGS) topographic maps, a biological reconnaissance survey of the modified project site and 500-foot buffer conducted on June 28, 2023, and a tree inventory by a certified arborist. 1143
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Riparian Habitat and Sensitive Natural Communities
The Biological Technical Report determined that the modified project site does not contain any riparian habitat or other sensitive natural communities that would need to be preserved, is not located within a designated wildlife corridor or linkage, does not contain any State or federally protected wetlands, and is not located in a habitat conservation plan or natural community conservation plan. As such, no impacts would occur in this regard.

Special-Status Species
No special-status plant or wildlife species were observed during the site survey; however, 12 special-status plant species and 50 special-status wildlife species appeared in the literature review as occurring within five miles of the modified project site. Of the 12 special-status plant species identified, Parry’s spineflower (Chorizanthe parryi var. parryi) and Brand’s star phacelia (Phacelia stellaris) have a moderate potential to occur on-site.

It is acknowledged that neither species was identified on the modified project site during the field survey and the site provides only marginally or limited amounts of suitable habitat (including soils and elevation factors). Further, Parry’s spineflower and Brand’s star phacelia are not federally or State-listed species. Therefore, it is not likely that the modified project would require a mechanism for “take” of federally or State-listed plant species. If present on-site, these two species are only expected to occur in very low density and modified project-related impacts would not be expected to contribute to an overall decline of populations for these species. Therefore, less than significant impacts would occur to special-status plant species.

Of the 50 special-status wildlife species identified, Crotch bumble bee (Bombus crotchii), southern California legless lizard (Anniella stebbinsi), burrowing owl (Athene cunicularia), northwestern San Diego pocket mouse (Chaetodipus fallax fallax), and Los Angeles pocket mouse (Perognathus longimembris brevinasus), have a moderate potential to occur on-site. The southern California legless lizard, northwestern San Diego pocket mouse, Los Angeles pocket mouse are all CDFW species of special concern and, if present on the modified project site, these species could be subject to direct impacts through ground disturbance and indirect impacts from construction noise, vibrations, and increased human activity related to modified project development. However, due to the lack of high-quality habitat within the modified project area, the site’s long history of anthropogenic disturbances, and the presence of urban development immediately adjacent to the modified site, if present on the modified project site, these species are only expected to occur in very low density and modified project-related impacts would not be expected to contribute to the overall decline of populations for these species.

Therefore, impacts to southern California legless lizard, northwestern San Diego pocket mouse, Los Angeles pocket mouse would not be considered significant under CEQA, Crotch bumble bee and burrowing owl, both candidate species for listing under CESA, were not present on the modified project site during the field survey; however, these species were determined to have moderate potential to occur based on the presence of 1144
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marginally suitable habitat and/or recent (less than 20 years old) species records within five miles of the modified project site. To ensure good faith effort and best practices are implemented during ground disturbing activities, Standard Condition of Approval (SCA) BIO-1 through SCA BIO-3 would require implementation of best management practices, including pre-construction surveys, monitoring, and other avoidance measures to reduce potential impacts to special-status wildlife species. Specifically, SCA BIO-1 requires preconstruction surveys be conducted based on established protocols provided by the CDFW and/or USFWS, SCA BIO-2 requires construction monitoring to ensure compliance with environmental regulations including the MBTA, and SCA BIO-3 requires consultation with CDFW and/or USFWS if special-status wildlife species are observed during monitoring. Thus, impacts in this regard would be less than significant.

Nesting Birds and Roosting Bats
During the tree inventory, potential nesting habitat for migratory birds and raptors protected by the MBTA and California Fish and Game Code was present in the river red gum (Eucalyptus camaldulensis) and Peruvian pepper trees (Schinus mole) scattered throughout the modified project site. Suitable nesting habitat for ground-nesting bird species, such as mourning doves, as well as suitable roosting habitat for foliage roosting bat species could occur on-site. The project would be subject to compliance with the MBTA and California Fish and Game Code regarding nesting birds. Therefore, SCA BIO2 would require construction monitoring to ensure best practices to minimize impacts to biological resources are implemented.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions:

SCA BIO-1 Pre-construction Surveys. A biologist should conduct surveys for plants species covered by the San Bernardino County Development Code – Plant Protection and Management (Chapter 88.01) and special-status wildlife species (e.g., desert tortoise, Crotch bumble bee, and burrowing owl), as well as for nesting birds. Surveys should follow established protocols provided by the California Department of Fish and Wildlife (CDFW) and/or U.S. Fish and Wildlife Service (USFWS), if applicable. If special-status species or nesting birds are identified, the biologist should coordinate with CDFW and/or USFWS to develop and implement appropriate measures.

These may include establishing protective buffer zones, rescheduling activities to avoid sensitive periods, or other measures.

SCA BIO-2 Construction Monitoring. During initial ground-disturbing and vegetationclearing activities, a biologist should conduct daily clearance surveys 1145
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(“sweeps”) to ensure compliance with environmental regulations, including the Migratory Bird Treaty Act (MBTA). If an active bird nest, protected by the MTBA or other special-status resource is located, the biologist should establish a visible disturbance-free buffer zone around the nest or resource.

Construction activities within these buffer zones should only proceed once the biologist determines the nest is no longer active.

SCA BIO-3 Response to Wildlife Observations. If special-status wildlife species are observed during monitoring, consultation with the California Department of Fish and Wildlife (CDFW) and/or U.S. Fish and Wildlife Service (USFWS) is advised to establish and implement additional protective measures.

These may include further monitoring or specific work restrictions to ensure compliance with environmental regulations, including the Migratory Bird Treaty Act (MBTA) and the San Bernardino County Development Code – Plant Protection and Management (Chapter 88.01).

3.2.4 Cultural Resources
Approved Project Findings
According to TOP 2050 SEIR, implementation of TOP 2050 could impact historic resources. TOP 2050 would result in an increase in land use intensity but would not result in development in areas of the City that were not planned for development under TOP 2010. Nonetheless, historical resources categorized under the City’s Development Code as Tier III could still be potentially impacted with implementation of new land uses under TOP 2050. 2010 TOP EIR Mitigation Measure 5-1 would require historic or potentially historic resources to be evaluated for historic significance through the City’s Development Code tier system. Major modification or demolition of Tier III resources may be appropriate under certain circumstances. If demolition occurs, the City requires historic resources to be documented and historic features to be salvaged and requires a demolition mitigation fee. Provided that major modification or demolition of Tier III resources may still occur upon implementation of 2010 TOP EIR Mitigation Measure 5-1, the measure would not provide a high level of protection for Tier III historic resources under CEQA. Therefore, impacts to historic resources were determined to remain significant and unavoidable.

Implementation of TOP 2050 could impact archaeological resources as future development that would be accommodated by TOP 2050 could potentially unearth previously unrecorded resources. 2010 TOP EIR Mitigation Measure 5-2 would require preservation and curation of archeological resources if uncovered during development.

Implementation of 2010 TOP EIR Mitigation Measure 5-2 would reduce potential impacts to archeological resources to a less than significant level.

According to TOP 2050 SEIR, grading activities would not adversely impact human remains, if accidently uncovered, because procedures are required under the Public Resources Code and California Health and Safety code. Although soil-disturbing activities 1146
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associated with development in accordance with TOP 2050 could result in the discovery of human remains, compliance with existing regulations would ensure that significant impacts to human remains would not occur.

Modified Project Analysis
The Archaeological Resources Inventory and Evaluation Report for the Ontario Hotel Project on the East Corner of Holt Boulevard and Guasti Road, San Bernardino County, California (Archaeological Resources Report), prepared by ECORP Consulting, Inc. and dated August 2023, was prepared to evaluate potential cultural resources impacts associated with the modified project; refer to Appendix D, Archaeological Resources Report. The Archaeological Resources Report included a records search for the modified project site using the California Historical Resources Information System (CHRIS) at the South-Central Coastal Information Center (SCCIC) at California State University, Fullerton; literature review, and a field survey. In addition to the official records and maps for archaeological sites and surveys in San Bernardino County, the following historic references were also reviewed during the literature review: Built Environment Resource Directory; the National Register Information System; Office of Historic Preservation, California Historical Landmarks; California Points of Historical Interest Caltrans State Bridge Inventory; and Historic Spots in California. Additionally, a search for a local historical registry was conducted at Ontario Heritage, the nearest historical society in the City of Ontario.

The records search results indicated that 22 previous cultural resources studies have been conducted within one mile of the modified project area. As a result of those studies, no archaeological resources have been previously recorded within the modified project site. Consultation with Ontario Heritage indicated the possible presence of a historic building in the modified project site; however, no structure was identified through the literature review, historic aerial and topographic map review, or field survey.

As a result of the field survey, a single historic-period isolated artifact, OH-1 (a small shard of sun-colored amethyst glass), was recorded within the modified project site. OH-1 was evaluated using the National Register of Historic Places and California Register of Historical Resources eligibility criteria and found not eligible for listing under any criteria.

OH-1 does not contribute to any known or suspected historic districts; and is neither considered to be a Historic Property for the purpose of Section 106 National Historic Preservation Act (NHPA), nor a Historical Resource under CEQA. OH-1 is not listed in the local register of historical resources, as defined in PRC 5020.1(k), has not been identified as significant in a historical resources survey, as defined in PRC 5024.1(g), and has not been determined to be historically significant by the CEQA lead agency.

Therefore, it is not a historical resource under CEQA and is not a historic property under Section 106 of the NHPA.

In conclusion, the records search did not yield any historic-period or pre-contact cultural resources within the modified project site. The field survey identified a single historicperiod isolated find. Isolated finds are not considered Historic Properties under Section 1147
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106, nor are they considered historic properties under CEQA. Therefore, no Historic Properties under Section 106 of the NHPA or Historical Resources under CEQA would be affected by the modified project.

Due to the modified project area being covered by Holocene alluvium deposit during the period of human occupation in the Americas and the proximity to Cucamonga Creek, which was channelized during the historic period, there exists a potential for buried precontact and historic archaeological sites within the modified project area. However, due to a history of agricultural use, and evidence of earthmoving activities related to the Cucamonga Creek, the Interstate 10 freeway and on-ramp, the Archaeological Resources Report concluded that potential for intact historic subsurface cultural deposits is low.

Nonetheless, there is a potential for disturbing previously unknown archaeological resources during excavation into native soil materials. 2010 TOP EIR Mitigation Measure 5-2 is applicable to the modified project and would require preservation and curation of archeological resources if uncovered during development. As such, upon implementation of 2010 TOP EIR Mitigation Measure 5-2, modified project-related impacts to archeological resources would be reduced to less than significant levels.

Similar to TOP 2050, although soil-disturbing activities associated with development of the modified project could result in the discovery of human remains, compliance with existing law, including procedures are required under the Public Resources Code and California Health and Safety code, would ensure that significant impacts to human remains would not occur. No impacts would occur in this regard.

Overall, cultural impacts would be less than significant with implementation of 2010 TOP EIR Mitigation Measure 5-2. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified 2010 TOP EIR Mitigation Measures:
5-2 In areas of documented or inferred from evident archaeological and/or paleontological resource presence, City staff shall require applicants for development permits to provide studies to document the presence/absence of such resources. On properties where resources are identified, such studies shall provide a detailed mitigation plan, including a monitoring program and recovery and/or in situ preservation plan, based on the recommendations of a qualified cultural preservation expert. The mitigation plan shall include the following requirements:
a) Archaeologists and/or paleontologist shall be retained for the modified project and will be on call during grading and other significant grounddisturbing activities. b) Should any cultural resources be discovered, no further grading shall occur in the area of the discovery until the Planning Director or designee 1148
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is satisfied that adequate provisions are in place to protect these resources.
c) Unanticipated discoveries shall be evaluated for significance by a San Bernardino County Certified Professional Archaeologist/Paleontologist.

If significance criteria are met, then the modified project shall be required to perform data recovery, professional identification, radiocarbon dates, and other special studies; submit materials to a museum for permanent curation; and provide a comprehensive final report including a catalog with museum numbers.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.5 Energy
Approved Project Findings
According to TOP 2050 SEIR, regulatory compliance (e.g., Building Energy Efficiency Standards [commonly known as Title 24], CALGreen [California’s green building code], California Renewables Portfolio Standard [RPS], and Corporate Average Fuel Economy [CAFÉ] standards) would increase building energy efficiency and vehicle fuel efficiency and reduce building energy demand and transportation-related fuel usage. Additionally, TOP 2050 includes policies related to land use and transportation planning and design, energy efficiency, public and active transit, and renewable energy generation that will contribute to minimizing building and transportation-related energy demands overall and demands on nonrenewable sources of energy. Implementation of proposed policies under TOP 2050 and City’s Community Climate Action Plan (CCAP), in conjunction with regulatory requirements would ensure that energy demand associated with growth under TOP 2050 would not be inefficient, wasteful, or unnecessary. Therefore, TOP 2050 would not result in new or a substantial increase in magnitude of impacts. Furthermore, TOP 2050 includes Environmental Resources Element and Safety Element policies that would support the Statewide goal of transitioning the electricity grid to renewable sources and employ best practices regarding energy-saving standards. Therefore, implementation of TOP 2050 would not conflict with or obstruct implementation of California’s RPS program.

TOP 2050 SEIR determined that energy-related impacts would be less than significant.

Modified Project Analysis
The analysis of impacts related to energy use considers construction and operations of the modified project. The analysis of operational electricity and natural gas usage is based on the CalEEMod modeling results for the modified project from the Air Quality Impact Analysis. The modified project’s estimated electricity and natural gas consumption is based primarily on CalEEMod’s default settings for San Bernardino County and consumption factors provided by SCE and SoCalGas, the electricity and natural gas providers for the City and the modified project site, respectively. The results of the 1149
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CalEEMod modeling are included in Appendix B; results of energy use are included in Appendix E, Energy Analysis. The amount of operational fuel consumption was estimated using the modified project’s annual vehicle miles traveled (VMT) as modeled in CalEEMod, and California Air Resources Board (CARB) Emissions Factor 2021 (EMFAC2021) website platform, which provides typical fuel efficiency for the County.

Construction
This analysis focuses on the on-road (automotive) fuel consumption associated with construction vehicle trips and off-road fuel consumption associated with construction equipment usage. The modified project’s construction equipment fuel consumption is estimated from the modified project’s construction equipment, timing/phasing, and hours of duration for construction equipment as modeled in CalEEMod.

The modified project’s estimated construction-related energy consumption is summarized in Table 5, Energy Consumption.

Table 5
Energy Consumption
Energy Type Modified Project Annual
Energy Consumption1
San Bernadino County
Annual Energy
Consumption2
Percentage
Increase Countywide
Electricity Consumption
(MWh) 11,975 16,629,614 0.0720%
Natural Gas Consumption
(therms) 194,008 562,123,065 0.0345%
Construction Off-Road
Fuel Consumption (Gallon) 37,165 18,336,278 0.2027%
Construction On-Road
Fuel Consumption (Gallon) 205,723 205,723,206 0.1000%
Operational Automotive
Fuel Consumption (Gallon) 938,341 1,110,012,646 0.0845% Notes:

1. Modified project electricity and natural gas consumptions as modeled in California Emissions Estimator Model (CalEEMod) computer model provided in Urban Crossroads, Empire Groves Hotel Air Quality Impact Analysis, City of Ontario, April 19, 2024; refer to Appendix B, Air Quality Impact Analysis. Fuel consumption calculated based on CalEEMod results.

2. The percentage increases in construction off-road and on-road fuel consumption are compared with the projected Countywide off-road fuel consumption and Countywide on-road fuel consumption in 2024 (assumed first year of construction based on CalEEMod). Countywide off-road construction equipment diesel fuel consumption and on-road fuel consumption are from CARB EMFAC2021.

Refer to Appendix E, Energy Analysis, for modeling outputs.

Construction would consume energy in two general forms: (1) the fuel energy consumed by construction vehicles and equipment; and (2) bound energy in construction materials, such as asphalt, steel, concrete, pipes, and manufactured or processed materials such as lumber and glass.
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Fossil fuels used for construction vehicles and other energy-consuming equipment would be used during construction of the modified project. Fuel energy consumed during construction would be temporary and would not represent a significant demand on energy resources. In addition, some incidental energy conservation would occur during construction through compliance with State requirements that equipment not in use for more than five minutes be turned off. Construction equipment would also be required to comply with the latest U.S. Environmental Protection Agency (EPA) and CARB engine emissions standards. These emissions standards require highly efficient combustion systems that maximize fuel efficiency and reduce unnecessary fuel consumption. Due to increasing transportation costs and fuel prices, contractors and owners have a strong financial incentive to avoid wasteful, inefficient, and unnecessary consumption of energy during construction. There is growing recognition among developers and retailers that sustainable construction is not prohibitively expensive, and that there is a significant costsavings potential in green building practices and materials.

The modified project-related incremental increase in the use of energy bound in construction materials, such as asphalt, steel, concrete, pipes and manufactured or processed materials (e.g., lumber and gas), would not substantially increase demand for energy compared to overall local and regional demand for construction materials. As indicated in Table 5, the modified project’s off-road fuel consumption and on-road fuel consumption from construction in total would be approximately 37,165 gallons and 205,723 gallons, respectively. Consequently, the modified project’s off-road construction equipment diesel fuel consumption and on-road construction fuel consumption would increase San Bernadino County’s consumption by approximately 0.2027 percent and

0.1000 percent, respectively. It should be noted that the Countywide annual diesel consumption is based solely on diesel consumption for the mining and construction sector. As such, construction would have a nominal effect on the local and regional energy supplies.

Construction fuel use is temporary and would cease upon completion of construction activities. There are no unusual project characteristics that would necessitate the use of construction equipment that would be less energy-efficient than at comparable construction sites in the region or State. Additionally, construction contractors would be required to comply with the provisions of California Code of Regulations Title 13, Sections 2449 and 2485, which prohibit diesel-fueled commercial motor vehicles and off-road diesel vehicles from idling for more than five minutes and would minimize unnecessary fuel consumption. Construction equipment would be subject to the EPA Construction Equipment Fuel Efficiency Standard, which would also minimize inefficient, wasteful, or unnecessary fuel consumption. Furthermore, per applicable regulatory requirements, such as the current CALGreen, the modified project would comply with construction waste management practices to divert a minimum of 65 percent of construction debris.

Therefore, construction fuel consumption would not be any more inefficient, wasteful, or unnecessary than other similar development projects. As such, a less than significant impact would occur.
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Operations
As indicated in Table 5, the modified project’s operational automotive transportation is estimated to consume approximately 938,341 gallons of fuel per year. This increase would account for 0.0845 percent of the County’s forecasted annual consumption of fuel for the buildout year of 2025. As such, the modified project would account for a nominal percentage of the forecasted annual operational automotive fuel consumption for the County and, thus, would have a nominal effect on the local and regional energy supplies.

The modified project does not propose any unusual features that would result in excessive long-term operational fuel consumption.

The modified project would be required to comply with the most current and applicable version of the Title 24 standards pertaining to electric vehicle (EV) capable spaces and parking stalls with EV chargers. The modified project would also include features such as bicycle parking, electric vehicle charging station, and vanpool/carpool parking, which would promote near-zero and zero-emissions technologies and encourage alternative modes of transportation. Thus, the modified project would encourage and support the use of EVs and alternative modes of transportation, thus reducing petroleum fuel consumption. Therefore, fuel consumption associated with vehicle trips generated by the modified project would not be considered inefficient, wasteful, or unnecessary in comparison to other similar developments in the region.

The CEC developed 2024 to 2040 forecasts for energy consumption and peak demand in support of the 2023 IEPR for each of the major electricity and natural gas planning areas and the State based on the economic and demographic growth projections. CEC forecasted baseline electricity consumption grows at a rate of about 1.7 percent annually through 2040.3 The natural gas consumption grows at a rate of about 0.2 percent annually through 2035.4 As shown in Table 5, the modified project’s operational energy consumption at full buildout would result in an annual electricity and natural gas consumption of 11,975 MWh and 194,008 therms, respectively. Table 5 also shows the increase of operational energy consumption would result in approximately 0.0720 percent increase in electricity consumption and approximately 0.0345 percent increase in natural gas consumption over the current Countywide usage. As such, energy consumption would be significantly below CEC’s forecasts and the current Countywide usage.

Therefore, the modified project would be consistent with the CEC’s energy consumption forecasts and would not require additional energy capacity or supplies. The modified project would also consume energy during the same time periods as other surrounding residential and commercial developments. As a result, the modified project would not result in unique or more intensive peak or base period electricity demand.

The modified project would be required to comply with the most current and applicable version of the Building Energy Efficiency Standards (commonly known as Title 24), which 3 California Energy Commission, 2023 Integrated Energy Policy Report, page 130, July 14, 2024. 4 Based on the 2023 Integrated Energy Policy Report, the gas forecast is updated every two years, in odd years. As such, the natural gas consumption shown here is based on the California Energy Commission, Final 2022 Integrated Energy Policy Report Update, page 140, May 10, 2023. 1152
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provide minimum efficiency standards related to various building features, including appliances, water and space heating and cooling equipment, building insulation and roofing, and lighting. The modified project would also comply with CALGreen pertaining to the installation of EV charging stations. Compliance with the most current and applicable Title 24 standards significantly reduces energy usage. Furthermore, the electricity provider, SCE, is subject to California’s RPS. The RPS requires investor-owned utilities, electric service providers, and community choice aggregators to increase procurement from eligible renewable energy resources to 60 percent of total procurement by 2030 and 100 percent of total procurement by 2045. Renewable energy is generally defined as energy that comes from resources which are naturally replenished within a human timescale such as sunlight, wind, tides, waves, and geothermal heat. The increase in reliance of such energy resources further ensures that new development projects will not result in the waste of the finite energy resources. In compliance with Title 24, including the CALGreen, the modified project would install high efficiency lighting and energy efficient appliances. The modified project would also include solar ready roofs. As a result, the modified project would ensure energy consumption to be kept to a minimum through these components.

Based on the analysis above, the modified project would not cause wasteful, inefficient, and unnecessary consumption of building energy during modified project operation or preempt future energy development or future energy conservation. As such, impacts resulting from the modified project would be less than significant.

Conclusion
As discussed above, impacts regarding energy consumption during construction and operation would be less than significant. Modified project implementation would not result in increased operational electricity, natural gas, or fuel consumption compared to existing conditions. Further, the modified project would be required to adhere to all applicable federal, State, and local requirements pertaining to energy efficiency during construction and operation. As such, energy impacts would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.6 Geology And Soils
Approved Project Findings
TOP 2050 SEIR concluded that buildout of TOP 2050 would not result in significant geology and soils impacts. Development in accordance with TOP 2050 would be subject to potential impacts from ground shaking, liquefaction, seismically induced settlement, 1153
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ground subsidence, compressible soils, expansive soils, and erosion. TOP 2050 would be subject to its Safety Element and the Municipal Code, which would ensure that geology and soils impacts are reduced to less than significant levels.

With regard to paleontological resources, future development in accordance with TOP 2050 would be required to implement 2010 TOP EIR Mitigation Measure 5-2, which requires that, in the event of an unanticipated discovery of archaeological resources during grading and excavation of a site, a qualified archaeologist is required to assess the find and develop a course of action to preserve the find. Accordingly, 2010 TOP EIR Mitigation Measure 5-2 would reduce potential impacts to paleontological resources to a level that is less than significant.

Modified Project Analysis
The Preliminary Geotechnical Evaluation, Proposed Empire Resort And Spa Project, Approximately 10.4 Acres Of Vacant Land At Southeast Corner Of E. Holt Boulevard And E. Guasti Road, APN 011 032 233, City Of Ontario, San Bernardino, California (Geotechnical Evaluation), prepared by Petra Geosciences, Inc. and dated February 10, 2023, was prepared to evaluate potential geology and soils impacts associated with the modified project; refer to Appendix F, Geotechnical Evaluation.

Faulting
According to the Geotechnical Evaluation, no active or potentially active faults are known to underly the modified project site and the site does not lie within the bounds of an “Earthquake Fault Zone” as defined by the State of California in the Alquist-Priolo (AP) Earthquake Fault Hazard Zoning Act nor within a San Bernardino County fault zone. In addition, no features in the field were observed that would indicate active faulting. The closest known Quaternary fault is the Red Hill – Etiwanda fault which lies approximately 1,500 feet to the north. As such, the Geotechnical Evaluation concluded that the potential for active fault rupture at the site is considered to be very low; no impacts would occur in this regard.

Seismic Ground Shaking
As discussed above, no active or potentially active faults are known to underly the modified project site and the site does not lie within the bounds of an “Earthquake Fault Zone” nor within a San Bernardino County fault zone. The closest known Quaternary fault is the Red Hill – Etiwanda fault which lies approximately 1,500 feet to the north.

Nonetheless, Southern California has numerous active seismic faults subjecting residents to potential earthquake and seismic-related hazards. Therefore, the modified project is anticipated to experience moderate to occasionally high levels of ground motion from nearby faults as well as ground motions from other active seismic areas of the Southern California region.

According to TOP 2050 SEIR, projects considered for approval under TOP 2050 (e.g., 1154
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the modified project) would be required to comply with seismic safety provisions of the California Building Code (CBC) (Title 24, Part 2 of the California Code of Regulations).

Such compliance would minimize potential hazards arising from ground shaking. As such, less than significant impacts would occur in this regard.

Liquefaction
According to the Geotechnical Evaluation, the County has identified the general modified project area within a low liquefaction zone. Further, groundwater level is reported at depths of greater than 300 feet below ground surface (bgs). Considering the very dense underlying older alluvial fans deposits that underlay the modified project site, the Geotechnical Evaluation concluded that risks pertaining to liquefaction-induced settlement is considered negligible. As such, no impacts would occur in this regard.

Landslides
According to the Geotechnical Evaluation, the modified project site exhibits nearly level topography that is not subject to landslides. As such, no impacts would occur in this regard.

Soil Erosion
Construction of the modified project would require compliance with the CBC and review of grading plans for individual projects by the City Engineer to ensure no significant impacts regarding soil erosion would occur. In addition, the modified project is required to comply with the requirements of the State’s Construction General Permit (CGP), including preparation of a notice of intent and stormwater pollution prevention Plan (SWPPP). Additionally, the modified project would be required to control pollutants in stormwater discharges per the Water Quality Management Plan for: Empire Hotel, APN:
001032233 (WQMP), prepared by Kimley-Horn and Associates, Inc.; refer to Appendix H, Hydrology Report/WQMP. This would include implementation of non-structural and structural source Best Management Practices (BMPs). Following compliance with the existing regulations and implementation of the WQMP, impacts pertaining soil erosion would be minimized, and a less than significant impact would occur in this regard.

Lateral Spreading, Subsidence, or Collapse Associated With Unstable Soil Lateral spreading is seismically-induced slope instability phenomenon wherein slope failure can occur as a result of liquefaction. According to the Geotechnical Evaluation, risks pertaining to liquefaction-induced settlement is considered negligible. Subsequently, risks pertaining to lateral spreading would also be considered negligible; as such, no impacts would occur in this regard.

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wells within a mile of the site. According to the Phase I ESA prepared for the modified project, the closest mapped well to the modified project site (Chino-1002337) is mapped on the north side of I-10, approximately 3,300 feet to the northeast. Further, groundwater level is reported at depths of greater than 300 feet bgs. Considering the very dense underlying older alluvial fans deposits that underlay the modified project site and the distance to the nearest water well, the likelihood of land subsidence is low. As such, impacts in this regard would be less than significant.

According to the Geotechnical Evaluation, a notable geotechnical factor affecting the modified project site is the presence of existing artificial fills and low density and dry, younger alluvial soils. For relatively light-weight structures, these upper materials, ranging in depth from approximately six to ten feet bgs across the majority site, in their current state are not considered suitable for support of anticipated loads. Therefore, the Geotechnical Evaluation recommended that these materials be removed to an approximate depth of 10 feet and replaced with engineered fill. Any such building may be supported on a shallow spread footing system embedded in compacted fill soils. The lower approximately 10 feet of the younger alluvial soils are not expected to be suitable for the support of the main, moderate- to high-rise structure. However, a portion of the proposed structure is expected to be supported on footings that are within the two-story subterranean parking. As such, no remedial grading (i.e., over-excavation and replacement) is deemed necessary in this area. Conversely, depending on the anticipated loads, considerations may be given to removing the upper approximately 15 to 20 feet of soils consisting of younger alluvial fan deposits to support the other parts of the proposed main structure. Accordingly, the Geotechnical Evaluation recommends that these materials be removed (over-excavation) to expose the underlying competent older alluvial fan deposits, which shall be verified in the field by the geotechnical consultant. Upon implementation of recommendations as provided in the Geotechnical Evaluation, impacts pertaining to collapsible soils would be less than significant.

As such, impacts pertaining to unstable soils would be less than significant upon implementation of recommendations as provided in the Geotechnical Evaluation.

Expansive Soil
According to the Geotechnical Evaluation, on-site soils are sandy and silty with generally a very low to low expansive potential. As such, no impacts would occur in this regard.

Septic Tanks or Alternative Wastewater Disposal System
The modified project does not propose any septic tanks or alternative wastewater disposal systems. The modified project proposes to install a sewer line on-site to connect to an existing 12-inch sewer main in East Holt Boulevard. As such, no impacts would occur in this regard.
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Paleontological Resources
Based on the Archaeological Resources Report, the modified project area is comprised of late Pleistocene and early Holocene alluvium, which is characterized by slightly to moderately consolidated deposits consisting mostly of fine to coarse-grained sand, but with thin beds of pebbles, gravels, or silt. Most of the vicinity is alluvial fans and stream valleys removed from mountains. According to the Archaeological Resources Report, there exists the potential for buried pre-contact archaeological sites within the modified project area due to the presence of deep soils deposited during the Holocene period and the likelihood of pre-contact archaeological sites located along perennial waterways such as Cucamonga Creek, which is currently restrained in a constructed channel that forms the eastern boundary of the modified project site. In accordance with TOP 2050 SEIR, the modified project would be required to implement 2010 TOP EIR Mitigation Measure 5-2, which requires that in the event of an unanticipated discovery of paleontological resources during grading and excavation of the site, a qualified paleontologist would assess the find and develop a course of action to preserve the find. Accordingly, 2010 TOP EIR Mitigation Measure 5-2 would reduce potential impacts to paleontological resources to a level that is less than significant.

Conclusion
As detailed above, the modified project would result in less than significant or no geology and soils impacts including those associated with fault rupture; seismic ground shaking; liquefaction; landslides; soil erosion; unstable soils and associated lateral spreading, subsidence, or collapse; expansive soil; and unsupported septic systems. With regard to paleontological resources, the modified project would be required to implement 2010 TOP EIR Mitigation Measure 5-2, which requires that, in the event of an unanticipated discovery of archaeological resources during grading and excavation of a site, a qualified archaeologist is required to assess the find and develop a course of action to preserve the find. Accordingly, 2010 TOP EIR Mitigation Measure 5-2 would reduce potential impacts to paleontological resources to a level that is less than significant. Overall, impacts pertaining to geology and soils would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified 2010 TOP EIR Mitigation Measures:
5-2 In areas of documented or inferred from evident archaeological and/or paleontological resource presence, City staff shall require applicants for development permits to provide studies to document the presence/absence of such resources. On properties where resources are identified, such studies shall provide a detailed mitigation plan, including a monitoring program and recovery and/or in situ preservation plan, based on the 1157
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recommendations of a qualified cultural preservation expert. The mitigation plan shall include the following requirements:
a) Archaeologists and/or paleontologist shall be retained for the modified project and will be on call during grading and other significant grounddisturbing activities. b) Should any cultural resources be discovered, no further grading shall occur in the area of the discovery until the Planning Director or designee is satisfied that adequate provisions are in place to protect these resources.
c) Unanticipated discoveries shall be evaluated for significance by a San Bernardino County Certified Professional Archaeologist/Paleontologist.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.7 Greenhouse Gas Emissions
Approved Project Findings
According to TOP 2050 SEIR, with implementation of the City’s Community Climate Action Plan (CCAP), TOP 2050 would achieve the State’s GHG emissions efficiency target without implementation of additional local GHG reduction measures. Goals and policies in TOP 2050 and actions in the CCAP would minimize GHG emissions generated by the residential and nonresidential land uses in the City. Implementation of TOP 2050 would not obstruct implementation of the CARB Scoping Plan or interfere with SCAG’s ability to implement the regional strategies in the 2020-2045 RTP/SCS. Overall, TOP 2050 would not result in significant unavoidable adverse impacts related to GHG emissions with implementation of regulatory requirements and standard conditions of approval, as well as the City’s CCAP. Less than significant impacts would occur in this regard.

Modified Project Analysis
The Empire Groves Hotel Greenhouse Gas Analysis, City of Ontario (GHG Analysis), prepared by Urban Crossroads and dated September 9, 2024, was prepared to evaluate potential greenhouse gas impacts associated with the modified project; refer to Appendix G, GHG Analysis.
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Threshold of Significance
The City of Ontario adopted the CCAP on December 16, 2014. The CCAP contains further guidance on the City’s GHG Inventory reduction goals, policies, guidelines, and implementation programs. The purpose of the CCAP is to provide guidance on how to analyze GHG emissions and determine significance during the CEQA review of proposed development projects within the City of Ontario. The CCAP builds upon the Reduction Plan to address City-specific information and City-specific GHG reduction measures. To address the State’s requirement to reduce GHG emissions, the City prepared the CCAP with the goal of reducing GHG emissions within the City by 15 percent below 2008 levels by the year 2020. The City’s target is consistent with the AB 32 target and ensures that the City o achieves GHG reductions locally that complement and are consistent with State efforts to reduce GHG emissions.

As part of the CCAP, the City published a guidance document titled Greenhouse Gas Emissions, CEQA Thresholds and Screening Tables in December 2014. As part of this guidance, the City determined that if GHG emissions of a given project exceeds 3,000 metric tons of carbon dioxide equivalents (MTCO2e) per year, then project emissions would need to be reduced by 25 percent when compared to year 2008 emissions levels.

Alternatively, the project would need to achieve a minimum of 100 points pursuant to measures identified in the Screening Tables.

TOP 2050 includes an update to the City’s CCAP (CCAP Update) originally adopted in 2014. The CCAP Update is a plan to reduce GHG emissions and improve community resilience to hazardous conditions associated with climate change. The CCAP Update includes updated emissions inventories; updated emissions forecasts; identifies GHG emissions reduction targets to achieve the GHG reduction goals of the City consistent with Senate Bill 32, Executive Order S-03-05, and substantial progress toward the State’s carbon neutrality goals of Executive Order B-55-18; and measures, that when quantified, achieve the GHG reduction targets for the City. As noted in TOP 2050 SEIR, the measures included in the CCAP Update are not substantially different than that of the previous CCAP and therefore, there is no change in the environmental impacts associated with the CCAP Update. Because the CCAP Update addresses GHG emissions reductions and is consistent with the requirements of AB 32, SB 32, and international efforts to reduce GHG emissions, projects that comply with the CCAP Update would have a less than significant GHG impact.

GHG Emissions
CalEEMod version 2022.1.1.22 was used to calculate modified project-related GHG emissions. Output from the model runs for construction and operational activity are provided in Appendix G. CalEEMod includes GHG emissions from the following source categories: construction, area, energy, mobile, waste, water, and refrigerants.

The modified project’s construction activities would generate CO2 and CH4 emissions. For construction phase emissions, GHGs are quantified and amortized over the life of the 1159
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modified project. To amortize the emissions over the life of a project, the SCAQMD recommends calculating the total GHG emissions for the construction activities, dividing it by a 30-year project life then adding that number to the annual operational phase GHG emissions. As such, construction emissions were amortized over a 30-year period and added to the annual operational phase GHG emissions. Operational activities associated with the modified project would result in emissions of CO2, CH4, N2O, and refrigerants from the following direct and indirect primary sources:
• Area Source Emissions: Direct GHG emissions from area sources are mostly associated with landscape maintenance equipment. Landscape maintenance equipment would generate emissions from fuel combustion and evaporation of unburned fuel. Equipment in this category would include lawnmowers, shedders/grinders, blowers, trimmers, chain saws, and hedge trimmers used to maintain the landscaping of a project.
• Energy Source Emissions: Direct GHG emissions from energy sources are mostly associated with combustion emissions associated with natural gas and electricity. • Mobile Source Emissions: Direct GHG emissions from mobile sources are mostly associated with vehicle trips, including employee trips to and from the site associated with the proposed uses. Trip characteristics available from the modified project-specific traffic impact analysis.
• Water Supply, Treatment, and Distribution: Indirect GHG emissions result from the production of electricity used to convey, treat, and distribute water and wastewater.

The amount of electricity required to convey, treat, and distribute water depends on the volume of water as well as the sources of the water. • Solid Waste: The proposed land uses would result in the generation and disposal of solid waste. A percentage of this waste would be diverted from landfills by a variety of means, such as reducing the amount of waste generated, recycling, and/or composting. The remainder of the waste not diverted would be disposed of at a landfill. GHG emissions from landfills are associated with the anaerobic breakdown of material. GHG emissions associated with the disposal of solid waste associated with the modified project were calculated by CalEEMod using default parameters.
• Refrigerants: Air conditioning (A/C) and refrigeration equipment associated with the buildings are anticipated to generate GHG emissions. CalEEMod automatically generates a default A/C and refrigeration equipment inventory for each project land use subtype based on industry data from the U.S. Environmental Protection Agency.

CalEEMod quantifies refrigerant emissions from leaks during regular operation and routine servicing over the equipment lifetime and then derives average annual emissions from the lifetime estimate. Note that CalEEMod does not quantify emissions from the disposal of refrigeration and A/C equipment at the end of its lifetime. GHG emissions associated with refrigerants were calculated by CalEEMod using default parameters.

The modified project’s anticipated GHG emissions are identified in Table 6, Estimated Greenhouse Gas Emissions. As shown, construction and operation of the modified project would generate approximately 9,661.88 MTCO2e per year.
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Table 6
Estimated Greenhouse Gas Emissions
Emission Source CO2 CH4 N2O Refrigerants CO2e
Metric Tons/year1
Annual construction-related emissions
amortized over 30 years 85.04 0.00565 0.00736 0.0940 87.47 Mobile Source 6,302.52 0.32 0.32 10.69 6,415.24
Area Source 22.02 0.00 0.00 0.00 22.10
Energy Source 2,923.18 0.27 0.02 0.00 2,936.99
Water Source 21.21 0.50 0.01 0.00 37.19
Waste 29.31 2.93 0.00 0.00 102.55
Refrigerants 0.00 0.00 0.00 60.33 60.33
Total CO2e (All Sources) 9,661.88 MTCO2e per year
Notes: CO2 = carbon dioxide; CH4 = methane; N2O = nitrous oxide; CO2e = carbon dioxide equivalent Source: Urban Crossroads, Empire Groves Hotel Greenhouse Gas Analysis, City of Ontario, April 19, 2024; refer to Appendix G, GHG Analysis.

The purpose of the CCAP Update is to provide guidance on how to analyze GHG emissions and determine significance during the CEQA review of proposed development projects within the City. Because the CCAP Update addresses GHG emissions reductions and is consistent with the requirements of AB 32, SB 32, and international efforts to reduce GHG emissions, compliance with the CCAP Update fulfills the description of mitigation found in the State CEQA Guidelines.

The modified project would implement Screening Table Measures that achieve the requisite points as a project design feature as detailed above in Section 2.3, Modified Project Description. The City would verify that the Screening Table Measures achieving the requisite points are incorporated in the modified project plans prior to issuance of building permits and are appropriately implemented prior to issuance of certificates of occupancy.

Appendix 3.2, CCAP Screening Tables, of Appendix G identifies potential CCAP Screening Table Measures to be implemented by the modified project. As such, the modified project would be consistent with CCAP Update and is considered to have a less than significant individual and cumulatively considerable impact regarding GHG emissions.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.8 Hydrology And Water Quality
Approved Project Findings
According to TOP 2050 SEIR, the approved project would not exacerbate risk of flood hazards, tsunamis, or seiches or risk release of pollutants due to inundation. However, future development in the City would increase impervious areas, thus increasing runoff and flows into storm drainage systems. As such, TOP 2050 SEIR requires all future 1161
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development to prepare hydrology and hydraulic studies in accordance with the County Hydrology Manual and analyze stormwater flows that result from the 100-year storm event to ensure that the capacities of existing and planned storm drain systems are not exceeded. Additionally, future projects would be required to comply with the Santa Ana Regional Water Quality Control Board (RWQCB) multiple separate storm sewer system (MS4) permit and the San Bernardino County Stormwater Program. Upon implementation of regulatory requirements, including low impact design strategies and construction and post-construction best management practices, and TOP 2050 policies and programs, the approved project would result in less than significant impacts to hydrology and water quality, and no mitigation measures were required for the approved project.

Modified Project Analysis
The Preliminary Hydrology Report for Diversified Empire Hotel, APN: 0010-322-33, Southeast of Holt Blvd and Guasti Road (Hydrology Report), prepared by Kimley-Horn and Associates, Inc., and dated October 2023, and the Water Quality Management Plan for: Empire Hotel, APN: 001032233 (WQMP), prepared by Kimley-Horn and Associates, Inc., were prepared for the modified project; refer to Appendix H, Hydrology Report/WQMP.

The modified project site consists of vacant, undeveloped land. According to the Hydrology Report, the modified project site is located within Zone X per the Federal Emergency Management Administration (FEMA) Flood Insurance Rate Map (FIRM), indicating that the site has a 0.2 percent annual chance of flood hazard; as such, potential flooding hazards would be less than significant in this regard.

Currently, the modified project site generally drains in the southeast direction with two main drainage areas (DAs). Runoff from DA 1 flows southeast towards Guasti Road, where there is a curb and gutter on the other side of the road with an existing catch basin, as well as a 108-inch storm drain line that collects stormwater for nearby properties.

Runoff from DA 2 flows to the east towards the Cucamonga Channel. Current predevelopment flows are detailed in Hydrology Report Table 1, Pre-Development Flows, for the 10- and 100-year storm events.

Following implementation of the modified project, the modified project site would consist of one main drainage area comprised of five sub-areas. Runoff from the drainage subareas would be intercepted by a combination of trench drains, area drains, and curb inlets, which would then be conveyed into a proposed underground detention system located southeast of the site. A stormwater pump is also proposed in the southeast side to pump runoff into the proposed underground detention system to be treated and conveyed into the existing 108-inch storm drain line in Guasti Road. Unmitigated post-development flows are detailed in Hydrology Report Table 2, Post-Development Flows (Un-Mitigated).

With the proposed underground detention system and stormwater pump, the Hydrology Report concluded that the modified project would not cause a significant impact to downstream systems and discharges would be less than existing conditions. Therefore, the modified project would not increase the severity or permanence of impacts related to 1162
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the City’s storm drain system, and no new impacts would occur. No new mitigation measures are required.

Similar to the approved project, in order to minimize impacts to erosion on-site, the modified project would be required to comply with the requirements of the State’s CGP, including preparation of a notice of intent and SWPPP. Additionally, the modified project would be required to control pollutants in stormwater discharges per the WQMP prepared for the modified project. This would include implementation of non-structural and structural source BMPs, including LID requirements consistent with the Santa Ana RWQCB MS4 and National Pollutant Discharge Elimination System (NPDES) program.

Following compliance with the existing regulations and implementation of the WQMP, water quality standards and waste discharge requirements would not be exceeded, and surface water and groundwater quality would not be degraded. The modified project would not result in a new significant environmental effect or substantial increase the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.9 Land Use and Planning
Approved Project Findings
TOP 2050 SEIR concluded that the approved project’s impacts related to land use and planning would be less than significant. Although the approved project would change existing land use designations, implementation of TOP 2050 would ensure compatibility among adjacent land uses to establish a sense of community and enhance the City’s character; overall, it was determined that the approved project would not divide an established community. Additionally, the approved project was found to be consistent with the SCAG 2020-2045 RTP/SCS, the ONT ALUCP, and the Chino Airport Master Plan.

Modified Project Analysis
The modified project proposes a Specific Plan that establishes a development plan, development standards, and design guidelines to guide development within the Specific Plan area. The modified project site is bound on all sides by existing roadways to the north, south, and west, and by the Cucamonga Channel to the east. Therefore, the modified project would not physically divide an established community.

The modified project would be consistent with the envisioned buildout of the site’s MUMultimodal designation and Ontario Airport Metro Center Overlay by TOP 2050. As detailed in Section 2.2, TOP 2050 anticipates full buildout of the project site’s MUMultimodal designation to be approximately 2,449,727 square feet of nonresidential uses (553,124 square feet for lodging and 1,896,603 square feet for retail and office 1163
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development). As shown in Table 1, the proposed Specific Plan buildout would result in 553,124 square feet of hotel use and 46,876 square feet of local-serving retail use. Thus, the project would be within TOP 2050 buildout assumptions for the project site.

Additionally, the modified project would contribute towards the Ontario Airport Metro Center Overlay vision providing an intensive development with vertical and horizontal mixtures of regional-serving uses. Further, the proposed Specific Plan would be consistent with the site’s SP zoning. The proposed development would also be adjacent to similar uses, including hotels to the north and west.

Development within the City is also subject to applicable ONT ALUCP land use compatibility standards. The modified project is required to undergo the ONT InterAgency Notification Process with the ONT Airport Authority to ensure consistency with policies set forth in the ONT ALUCP. As described in Section 3.2.1, Aesthetics/Light and Glare, and Section 3.2.10, Noise, the modified project would be consistent with building height and noise-related hazards policies detailed in the ONT ALUCP. In addition to the ONT-IAC approval, the modified project would also require Federal Aviation Administration approval of the proposed building height per Federal Aviation Regulation Part 77, Subpart B, and by the California Public Utilities Code, Sections 21658 and 21659.

Thus, the modified project would not conflict with applicable land use plans, policies, or regulations, and impacts would be less than significant.

Overall, the modified project would not result in a new significant environmental effect or substantial increase the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.10 Noise
Approved Project Findings
According to TOP 2050 SEIR, construction activities associated with buildout of TOP 2050 would result in temporary noise increases at sensitive receptors during construction activities and could create groundborne vibration during construction activities in excess of established standards. 2010 TOP EIR Mitigation Measure 12-4 would reduce potential impacts associated with construction from individual development projects to the extent feasible, and 2010 TOP EIR Mitigation Measure 12-2 would reduce potential impacts associated with construction vibration from individual development projects to the extent feasible. However, due to the potential for proximity of construction activities to sensitive uses, the number of construction projects occurring simultaneously, and the potential duration of construction activities, TOP 2050 could still result in a temporary substantial increase in noise levels above ambient conditions and exceedance of the 80 dBA Leq threshold and generate excessive vibration levels at sensitive receptor locations. 1164
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Therefore, TOP 2050 SEIR concluded that construction noise and vibration impacts in accordance with TOP 2050 would remain significant and unavoidable.

Buildout associated with TOP 2050 would not result in new types of stationary noise sources. Furthermore, TOP 2050 includes Safety Element Policy S-4.1, Noise Mitigation, which utilizes the City’s Noise Ordinance, building codes, and subdivision and development code regulations to reduce noise from future development projects. As such, stationary noise impacts would be less than significant. In regard to transportation noise, TOP 2050 traffic noise level increase along studied roadway segments in the City would not result in the exceedance of the significance threshold when other noise sources such as rail have been taken into considerations. Additionally, TOP 2050 includes Safety Element Policies S-4.2, Coordination with Transportation Authorities, S-4.4, Truck Traffic, and S-4.5, Roadway Design, that would minimize traffic noise impacts. As such, transportation noise impacts would be less than significant. Moreover, according to TOP 2050 SEIR, TOP 2050’s commercial and industrial operations would not generate significant vibration impacts, and vibration from industrial and commercial operations would be less than significant.

According to TOP 2050 SEIR, implementation of TOP 2050 could expose noise sensitive uses to excessive noise levels from the Ontario International Airport. With the implementation of 2010 TOP EIR Mitigation Measure 12-1, impacts to future sensitive receptors from excessive airport-related noise would be reduced to interior noise levels of 45 dBA Community Noise Equivalent Level (CNEL) or less. While interior noise levels are required to achieve the interior noise limits of Title 24 and Title 25, exterior noise levels may continue to exceed the noise compatibility criteria for the City. Consequently, TOP 2050 SEIR concluded that airport noise compatibility impacts would remain significant and unavoidable.

Modified Project Analysis
The Empire Groves Hotel Noise Impact Analysis, City of Ontario (Noise Impact Analysis), prepared by Urban Crossroads and dated May 13, 2024, was prepared to evaluate potential noise impacts associated with the modified project; refer to Appendix I, Noise Impact Analysis.

Significance Criteria
Noise impacts shall be considered significant if any of the following occur as a direct result of the proposed development. Table 7, Significance Criteria Summary, shows the significance criteria summary matrix that includes the allowable criteria used to identify potentially significant incremental noise level increases. 1165
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Table 7
Significance Criteria Summary
Land Use Condition(s) Significance Criteria
Daytime Nighttime
On-Site
Traffic Noise
All
Exterior Noise Level Criteria From TOP
2050 LU-07 Noise Level Exposure and
Land Use Compatibility Guidelines
See Noise Impact Analysis
Exhibit 3-A
Residential
Interior Noise Level Standard From
TOP 2050 LU-07 Noise Level Exposure
and Land Use Compatibility Guidelines
45 dBA CNEL
Non-Residential
Interior Noise Level Standard From
TOP 2050 LU-07 Noise Level Exposure
and Land Use Compatibility Guidelines
50 dBA CNEL
Off-Site
Noise Sensitive
if ambient is < 60 dBA CNEL ≥ 5 dBA CNEL increase
if ambient is 60-65 dBA CNEL ≥ 3 dBA CNEL increase
if ambient is > 65 dBA CNEL ≥ 1.5 dBA CNEL increase
Non-Noise
Sensitive if ambient is > 75 dBA CNEL ≥ 3 dBA CNEL increase Operational
Residential Exterior Noise Level Limit From City of
Ontario Municipal Code Section 5-

29.09(a)
55 dBA Leq 45 dBA Leq
Commercial 65 dBA Leq 60 dBA Leq
Noise Sensitive
if ambient is < 60 dBA Leq ≥ 5 dBA Leq increase
if ambient is 60-65 dBA Leq ≥ 3 dBA Leq increase
if ambient is > 65 dBA Leq ≥ 1.5 dBA Leq increase
Construction
Residential Noise Level Thresholds From FTA’s
Transit Noise and Vibration Impact
Assessment Manual.
80 dBA Leq 70 dBA Leq
Commercial 85 dBA Leq 80 dBA Leq
Commercial
Vibration Level Thresholds From
Caltrans’ Transportation and
Construction Vibration Manual.

0.5 PPV
(in/sec) n/a
Airport Noise Long- and ShortTerm Lodging
Exterior Noise Level Criteria From TOP
2050 LU-07 Noise Level Exposure and
Land Use Compatibility Guidelines
70 dBA CNEL
Interior Noise Level Standard From
TOP 2050 LU-07 Noise Level Exposure
and Land Use Compatibility Guidelines
45 dBA CNEL
Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.

Construction Noise
This section analyzes potential impacts resulting from the short-term construction activities associated with the development of the modified project. According to Section 5-29.09, Construction activity noise regulations, of the Municipal Code states: No person, while engaged in construction, remodeling, digging, grading, demolition or any other related building activity, shall operate any tool, equipment or machine in a manner that produces loud noise that disturbs a person of normal sensitivity who works or resides in the vicinity, or a Police or Code Enforcement Officer, on any weekday except between the hours of 7:00 a.m. and 6:00 p.m. or on Saturday or Sunday between the hours of 9:00 a.m. and 6:00 p.m. In addition, neither TOP 2050 or the Municipal Code establish numeric maximum acceptable construction source noise levels at potentially affected receivers for CEQA analysis purposes. Therefore, a numerical construction threshold based on the 1166
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Federal Transit Administration (FTA) Transit Noise and Vibration Impact Assessment Manual is used for analysis of daytime construction impacts. The FTA considers a daytime exterior construction noise level of 80 dBA Leq as a reasonable threshold for noise sensitive residential land use.

Noise generated by the modified project construction equipment would include a combination of trucks, power tools, concrete mixers, and portable generators that when combined can reach high levels. The number and mix of construction equipment are expected to occur in the following stages:
• Site Preparation
• Grading
• Building Construction
• Paving
• Architectural Coating
To describe construction noise activities, this construction noise analysis was prepared using reference construction equipment noise levels from the Federal Highway Administration (FHWA) published the Roadway Construction Noise Model (RCNM), which includes a national database of construction equipment reference noise emission levels. The RCNM equipment database, provides a comprehensive list of the noise generating characteristics for specific types of construction equipment. In addition, the database provides an acoustical usage factor to estimate the fraction of time each piece of construction equipment is operating at full power (i.e., its loudest condition) during a construction operation.

Using the reference construction equipment noise levels from RCNM and the CadnaA noise prediction model, calculations of the modified project construction noise level impacts at the nearby sensitive receiver locations were completed; refer to Appendix I for detailed CadnaA construction noise model inputs. For construction noise assessment, construction equipment can be considered to operate in two modes: stationary and mobile. As defined, stationary equipment operates in a single location for one or more days at a time, with either fixed-power operation (e.g., pumps, generators, and compressors) or variable-power operation (e.g., pile drivers, rock drills, and pavement breakers). Mobile equipment moves around the construction site with power applied in cyclic fashion, such as bulldozers, graders, and loaders. The FTA and FHWA recommend noise impacts from stationary equipment be assessed from the center of the equipment location, while noise impacts from mobile construction equipment should be assessed from the center of the equipment activity area (e.g., construction site). Thus, to assess a more realistic and reasonable worst-case construction scenario while accounting for the dynamic nature of construction activities, this construction noise analysis models the equipment combination with the highest reference combined level as a moving point within the construction area (modified project site boundary). Construction impacts are based on the highest noise level calculated at each receiver location. To evaluate whether the modified project would generate potentially significant short-term noise levels at nearest receiver locations, a construction-related daytime noise level threshold of 80 dBA 1167
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Leq is used as a reasonable threshold to assess the daytime construction noise level impacts at residential locations.

As shown in Table 8, Construction Equipment Noise Level Summary, the construction noise levels are expected to range from 34.4 to 60.0 dBA Leq, and the highest construction levels are expected to range from 40.4 to 60.0 dBA Leq at the nearest receiver locations.

Table 8
Construction Equipment Noise Level Summary
As shown in Table 8, the construction noise levels at the nearest receiver locations would not exceed the daytime significance thresholds. Therefore, construction noise impacts would be less than significant at all receiver locations. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Construction Vibration
Construction activity can result in varying degrees of ground vibration, depending on the equipment and methods used, distance to the affected structures and soil type. It is expected that ground-borne vibration from modified project construction activities would cause only intermittent, localized intrusion. Ground-borne vibration levels resulting from typical construction activities occurring within the modified project site were estimated by data published by the FTA and California Department of Transportation (Caltrans).

However, while vehicular traffic is rarely perceptible, construction has the potential to result in varying degrees of temporary ground vibration, depending on the specific construction activities and equipment used. Based on the representative vibration levels presented for various construction equipment types, it is possible to estimate the potential construction vibration levels using vibration assessment methods defined by Caltrans.

Vibration-generating activities are appropriately evaluated using the Caltrans vibration damage thresholds to assess potential temporary construction-related impacts at Receiver1
Construction Noise Levels (dBA Leq)
Threshold
Threshold
Exceeded
?
Site
Preparation Grading BuildingConstruction Paving ArchitecturalCoating Highest
Levels
R1 57.0 60.0 58.0 60.0 54.0 60 80 No
R2 39.5 42.5 40.5 42.5 36.5 42.5 80 No
R3 56.3 59.3 57.3 59.3 53.3 59.3 80 No
R4 42.5 45.5 43.5 45.5 39.5 45.5 80 No
R5 37.4 40.4 38.4 40.4 34.4 40.4 80 No
Notes:

1. Noise receiver locations are shown on Noise Impact Analysis Exhibit 9-A, Construction Noise Source And Receiver Locations; refer to Appendix I, Noise Impact Analysis.

Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.
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adjacent building locations. The nearest noise sensitive buildings adjacent to the modified project site can best be described as “modern industrial/commercial buildings” with a maximum acceptable continuous vibration threshold of 0.5 PPV (in/sec).

Ground vibration levels associated with various types of construction equipment at each nearby receiver locations are summarized in Table 9, Construction Vibration Levels.

Table 9
Construction Vibration Levels
At distances ranging from 176 feet to 3,593 feet from modified project construction area (at the modified project site boundary), construction vibration levels are estimated to be less than 0.01 PPV (inch per second [in/sec]) at the nearest vibration sensitive receiver.

Based on maximum acceptable continuous vibration threshold of 0.50 PPV (in/sec), the typical modified project construction vibration levels would fall below the building damage thresholds at all the receiver locations. Further, vibration levels at the site of the closest sensitive receiver are unlikely to be sustained during the entire construction period but will occur rather only during the times that heavy construction equipment is operating simultaneously adjacent to the modified project site perimeter. Therefore, the modified project-related vibration impacts during typical construction activities are considered less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Operational Noise
This section analyzes the potential operational noise impacts resulting from stationary noise sources, including the operation of events with amplified sound, outdoor activities, swimming pool/spa activities, roof-mounted air conditioning units, loading dock activities, and parking lot vehicle movement, as well as potential operational traffic noise impacts.

Receiver1 Distance
(Feet)1
Construction Noise Levels (dBA Leq) Threshold
PPV
(in/sec)4
Threshold
Exceeded
?
Site
Preparation Grading BuildingConstruction Paving HighestLevels R1 176 <0.01 <0.01 <0.01 <0.01 <0.01 0.50 No
R2 2,802 <0.01 <0.01 <0.01 <0.01 <0.01 0.50 No
R3 237 <0.01 <0.01 <0.01 <0.01 <0.01 0.50 No
R4 1,968 <0.01 <0.01 <0.01 <0.01 <0.01 0.50 No
R5 3,593 <0.01 <0.01 <0.01 <0.01 <0.01 0.50 No
Notes:

1. Noise receiver locations are shown on Noise Impact Analysis Exhibit 9-A, Construction Noise Source And Receiver Locations; refer to Appendix I, Noise Impact Analysis. Distances are measured from receiver locations to the nearest construction boundary (modified project site boundary).

Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.
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Stationary Noise
This operational noise analysis is intended to describe noise level impacts associated with the expected typical of daytime and nighttime activities at the modified project site.

To analyze noise impacts originating from the modified project, the operational noise levels are evaluated against standards established in the City of Ontario Municipal Code, 5-29.04, Exterior noise standards. Section 5-29.04(a) of the Municipal Code sets a stationary-source average Leq exterior noise limit for not to be exceeded 65 dBA Leq during daytime hours and 45 dBA Leq during nighttime hours at residential properties and 65 dBA Leq during daytime hours and 60 dBA Leq during nighttime hours at commercial properties, such as those nearest the modified project site.

To estimate the modified project operational noise impacts, reference noise levels were collected from sample manufacturers specifications for similar equipment, published research, and/or measurements of similar activities that represent the noise levels expected with the development of the modified project. It is important to note that the predicted noise levels assume the worst-case noise environment with the events with amplified sound, outdoor activities, swimming pool/spa activities, roof-mounted air conditioning units, loading dock activities, and parking lot vehicle movement all operating continuously. These sources of noise activity will likely vary throughout the day.

A detailed description of the reference noise levels are shown in Table 10, Reference Noise Levels, which are used to estimate the modified project’s operational noise impacts.

Table 10
Reference Noise Levels
Noise Source
Noise
Source
Height
(Feet)
Minutes within the
Hour
Reference
Noise
Level
(dBA Leq)
@ 50 Feet
Sound
Power
Level
Day Night
(dBA)3
Day Night
Event/Announcement Speaker 5' 60 60 75.6 107.2
Outdoor Gatherings 5' 60 60 59.9 91.5
Swimming Pool Activities 5' 60 60 63.0 94.6
Roof-Top Air Conditioning Units 5' 45 30 77.4 109.0
Loading Dock Activities 8' 60 60 71.8 103.4
Parking Lot Vehicle Movements 0’ 60 60 31.4 63.0
Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.

Using the reference noise levels to represent the proposed modified project operations that include events with amplified sound, outdoor activities, swimming pool/spa activities, roof-mounted air conditioning units, loading dock activities, and parking lot vehicle movement, the Noise Impact Analysis calculated the operational source noise levels that are expected to be generated at the modified project site and the modified project-related noise level increases that would be experienced at each of the sensitive receiver 1170
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locations. Table 11, Operational Noise Levels, shows the modified project operational noise levels during the daytime hours of 7:00 a.m. to 10:00 p.m., as well as the nighttime hours of 10:00 p.m. to 7:00 a.m.

Table 11
Operational Noise Levels
The daytime hourly noise levels at the off-site receiver locations are expected to range from 37.9 to 56.3 dBA Leq; the nighttime hourly noise levels at the off-site receiver locations are expected to range from 36.1 to 55.0 dBA Leq. As shown in Table 11, operational noise levels associated with the modified project would satisfy the City’s daytime and nighttime exterior noise level standards at all nearby receiver locations.

Noise Source
Operational Noise Levels by Receiver Location1
(dBA Leq)
R1 R2 R3 R4 R5
Daytime Operational Noise
Event/Announcement Speaker 22.1 31.0 51.8 34.8 29.1
Outdoor Gatherings 49.4 31.3 49.6 34.0 27.7
Swimming Pool Activities 18.5 28.2 48.1 32.3 27.0
Roof-Top Air Conditioning Units 52.8 38.6 50.8 40.3 35.5 Loading Dock Activities 20.8 5.0 22.0 33.1 28.5
Parking Lot Vehicle Movements 30.2 5.2 0.0 0.0 0.0
Total (All Noise Sources) 54.4 40.2 56.3 43.0 37.9
Daytime Threshold 65.0 65.0 65.0 65.0 65.0
Threshold Exceeded? No No No No No
Nighttime Operational Noise
Event/Announcement Speaker 21.1 30.1 50.8 33.9 28.2
Outdoor Gatherings 48.4 30.4 48.8 33.1 26.8
Swimming Pool Activities 17.6 27.2 47.2 31.3 26.0
Roof-Top Air Conditioning Units 50.1 35.9 48.1 37.6 32.7 Loading Dock Activities 20.8 5.0 22.0 33.1 28.5
Parking Lot Vehicle Movements 30.2 5.2 0.0 0.0 0.0
Total (All Noise Sources) 52.4 38.2 55.0 41.3 36.1
Nighttime Threshold 60.0 45.0 60.0 45.0 45.0
Threshold Exceeded? No No No No No
Notes:

Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.
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To describe the operational noise level increases, the operational noise levels are combined with the existing ambient noise levels measurements for the nearest receiver locations potentially impacted by operational noise sources. The difference between the combined modified project’s noise levels and ambient noise levels describes the noise level increases to the existing ambient noise environment. As indicated in Table 12, Operational Noise Level Increases, the modified project-related daytime and nighttime operational noise level increases are expected to range up to 1.7 dBA Leq at the nearest receiver locations. As such, the modified project-related operational noise level increases would satisfy the operational noise level increase significance criteria presented on Noise Impact Analysis Table 4-1, Significance Criteria Summary. Therefore, the incremental operational noise level increase is considered less than significant at all receiver locations.

Table 12
Operational Noise Level Increases
Receiver
Location1
Modified
Project
Operational
Noise Level
(dBA Leq)
2 Measurement
Location3
Reference
Ambient
Noise
Levels (dBA
Leq)
4 Combined
Modified
Project
and
Ambient
(dBA Leq)5
Increase
(dBA Leq)
Increase
Criteria (dBA
Leq)6
Increase
Criteria
Exceeded?
Daytime Operational Noise
R1 54.4 L1 64.2 64.6 0.4 3.0 No
R2 40.2 L2 59.1 59.2 0.1 5.0 No
R3 56.3 L3 62.0 63.0 1.0 3.0 No
R4 43.0 L4 71.7 71.7 0.0 1.5 No
R5 37.9 L5 66.5 66.5 0.0 1.5 No
Nighttime Operational Noise
R1 52.4 L1 61.2 61.7 0.5 3.0 No
R2 38.2 L2 58.3 58.3 0.0 5.0 No
R3 55.0 L3 58.3 60.0 1.7 3.0 No
R4 41.3 L4 67.7 67.7 0.0 1.5 No
R5 36.1 L5 61.7 61.7 0.0 1.5 No
Notes:

1.Noise receiver locations are shown on Noise Impact Analysis Exhibit 9-A, Construction Noise Source And Receiver Locations; refer to Appendix I, Noise Impact Analysis.

2.Refer to Table 10 above.

3.Reference noise level measurement locations as shown on Noise Impact Analysis Exhibit 5-A, Noise Measurement Locations.

4.Observed ambient noise levels measured by Urban Crossroads are shown on Noise Impact Analysis Table 5-1, 24-Hour Ambient Noise Level Measurements.

5.Represents the combined ambient conditions plus the modified project operational activities.

6.Refer to Table 7, Significance Criteria Summary.

Source: Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024; refer to Appendix I, Noise Impact Analysis.
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Overall, the operational noise levels associated with the modified project would not exceed the City’s daytime and nighttime exterior noise level standards at all nearby receiver locations and would not result in significant increases. As such, operational noise impacts resulting from stationary noise sources would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Traffic Noise
To assess the off-site traffic CNEL noise level impacts associated with development of the proposed modified project, noise level contours were developed based on modified project-specific traffic impact analysis; refer to Noise Impact Analysis Appendix 7.1, OffSite Traffic Noise Calculations, which includes a summary of the dBA CNEL traffic noise level contours. Noise level contour boundaries represent the equal levels of noise exposure and are measured in CNEL from the center of the roadway. Noise contours were used to assess the modified project's incremental 24-hour dBA CNEL traffic-related noise impacts at land uses adjacent to roadways conveying modified project-related traffic. The noise contours represent the distance to noise levels of a constant value and are measured from the center of the roadway for the 70, 65, and 60 dBA CNEL noise levels. The noise contours do not consider the effect of any existing noise barriers or topography that may attenuate ambient noise levels. In addition, because the noise contours reflect modeling of vehicular noise on area roadways, they appropriately do not reflect noise contributions from the surrounding stationary noise sources within the study area.

Roadway segments are analyzed in each of the following timeframes: Existing With and Without Modified Project Conditions, Opening Year 2026 With And Without modified Project Conditions, and Cumulative 2050 With And Without modified Project Conditions.

The analyses for each timeframe are as followed:
• Existing With And Without Modified Project Conditions: Noise Impact Analysis Table 7-1, Existing Without Project Conditions Noise Level Contours, presents the “Existing Without Project Conditions” CNEL noise levels, which are expected to range from 57.5 to 67.6 dBA CNEL, without accounting for any noise attenuation features such as noise barriers or topography. Noise Impact Analysis Table 7-2, Existing With Project Conditions Noise Level Contours, shows that roadway noise levels from “Existing With Project Conditions” would range from 58.7 to 67.7 dBA CNEL. As shown in Table 7-7, Existing Off-Site Project-Related Traffic Noise Impacts, the “Existing With Project Conditions” would generate a noise level increase of up to 2.5 dBA CNEL on the study area roadway segments.

Based on the significance criteria for off-site traffic noise impacts as presented in Table 7, the modified project-related traffic noise level increases are considered less than significant under “Existing With Modified Project” conditions at the land uses adjacent to roadways conveying modified project-related traffic. 1173
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• Opening Year (2026) With And Without Project Conditions: Noise Impact Analysis Table 7-3, OY 2026 Without Project Conditions Noise Level Contours, presents the “Opening Year (2026) Without Modified Project Conditions” CNEL noise levels, which are expected to range from 60.3 to 69.0 dBA CNEL, without accounting for any noise attenuation features such as noise barriers or topography. Noise Impact Analysis Table 7-4, OY 2026 With Project Conditions Noise Level Contours, shows that roadway noise levels from “Opening Year (2026) With Modified Project Conditions” would range from 61.0 to 69.0 dBA CNEL. As shown on Noise Impact Analysis Table 7-8, OY 2026 Off-Site Project-Related Traffic Noise Impacts, “Opening Year (2026) Without Modified Project Conditions” would generate a noise level increase of up to 1.6 dBA CNEL.

Based on the significance criteria for off-site traffic noise impacts as presented in Table 7, land uses adjacent to the study area roadway segments would experience less than significant noise level increases due to unmitigated opening year modified project-related traffic noise levels.
• Cumulative 2050 With And Without Modified Project Conditions: Noise Impact Analysis Table 7-5, Cumulative 2050 Without Project Conditions Noise Level Contours, presents the “Cumulative 2050 Without Modified Project Conditions” CNEL noise levels, which are expected to range from 63.1 to 69.6 dBA CNEL, without accounting for any noise attenuation features such as noise barriers or topography. Noise Impact Analysis Table 7-6, Cumulative 2050 With Project Conditions Noise Level Contours, shows that roadway noise levels from “Cumulative 2050 Without Modified Project Condition” would range from 66.3 to

69.7 CNEL. Noise Impact Analysis Table 7-9, Cumulative 2050 Off-Site ProjectRelated Traffic Noise Impacts, shows that the modified project off-site contribution to cumulative traffic noise level increases up to 0.5 dBA CNEL.

Based on the significance criteria for off-site traffic noise impacts as presented in Table 7, land uses adjacent to the study area roadway segments would not experience substantial noise level increases due to modified project-related traffic noise level increases and impacts in this regard would be considered less than significant.

Overall, the modified project would result in less than significant traffic noise impacts during operation. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Operational Vibration
The modified project would not generate additional long-term operational traffic, and no new stationary noise sources are anticipated. Operational noise impacts resulting from the modified project would be less than significant. Further, the modified project would not involve railroads operations or substantial heavy truck trips and would not result in 1174
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significant vibration impacts at surrounding uses during operation. As such, less than significant impacts would occur in this regard. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Airport Noise
The modified project site is located approximately 350 feet north of the Ontario International Airport (ONT). This places the modified project site within the ONT Airport Influence Area according to Policy Map 2-1 of the ONT ALUCP. The ONT ALUCP was amended July 2018 to promote compatibility between airport and the surrounding land uses. Since the modified project site is located within the ONT Airport Influence Area, the modified project is subject to the Noise Criteria established in the ONT ALUCP. As shown on Noise Impact Analysis Exhibit 3-B, the modified project site is located within the 60 to 70 dBA CNEL airport noise level contours. Specifically, as shown on Noise Impact Analysis Exhibit 8-A, the 65 dBA CNEL noise level contours cross the southern portion of the modified project site, while the remainder of the modified project site would be located between the 60 and 65 CNEL noise level contours of Ontario Airport.

According to Table 2-3 of the ONT ALUCP, the short-term lodging land use (i.e., hotel) within the 60 to 70 dBA CNEL is considered a conditionally compatible land use which must demonstrate compliance with the interior noise standard of 45 CNEL.

As shown in Noise Impact Analysis Tables 8-4, First Floor Interior Noise Levels (CNEL), through 8-12, Ninth Floor Interior Noise Levels (CNEL), on-site interior traffic noise levels would not exceed the 45 dBA CNEL interior noise level standard for hotel rooms and additional noise abatement measures are not needed. As such, airport noise impacts would be less than significant. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.11 Transportation
Approved Project Findings
TOP 2050 SEIR determined that the approved project would result in less than significant impacts related to the circulation system, hazardous traffic conditions due to geometric design, and adequate emergency access. However, TOP 2050 SEIR found that due to the approved project’s anticipated population increase, an increase in Vehicle Miles Traveled (VMT) would occur, which would result in potentially significant impacts. As such, TOP 2050 SEIR included Mitigation Measure T-1, which would require that prior to 1175
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approval of discretionary projects under TOP 2050 and subject to VMT reduction analysis, applicants shall demonstrate compliance with the City’s VMT Guidelines for CEQA assessment of VMT impacts. For projects with VMT per Service Population exceeding the County’s significance threshold, a mitigation plan shall be developed and implemented. Mitigation should consist of Transportation Demand Management (TDM) measures analyzed under a VMT-reduction methodology consistent with the California Air Pollution Control Officers Association’s (CAPCOA) Final Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity, and approved by the City (if applicable). However, given the uncertainty of the effectiveness of implementing TDM measures at a Citywide level and of their effectiveness at reducing Citywide VMT, VMT impacts were determined to be significant and unavoidable.

Modified Project Analysis
The Empire Groves Hotel – VMT Analysis, (VMT Analysis), prepared by Translutions, Inc., and dated October 12, 2023, was prepared for the modified project; refer to Appendix J, VMT Analysis.

Based on the City’s VMT guidelines, a project would result in a significant VMT impact if either of the following conditions are satisfied:

1. Project Generated VMT: A significant impact would occur if the project VMT per Service Population (VMT/SP) exceeds the Citywide average for Service Population under General Plan Buildout Conditions; or

2. Project Effect on VMT: A significant impact would occur if the project causes total daily VMT within the City to be higher than the no project alternative under cumulative conditions.

Based on the results of the VMT Analysis modeling, modified project-generated VMT would be 32.13 VMT/SP and the Citywide average at General Plan buildout would be

32.55 VMT/SP; therefore, the modified project would result in less than significant VMT impacts. Additionally, based on the modeling, for future year 2045, Citywide average at General Plan buildout with the modified project would be 22.64 VMT/SP, and Citywide average at General Plan buildout without the modified project would be 22.73 VMT/SP.

Therefore, implementation of the modified project would lower Citywide VMT/SP at buildout year 2045 and would result in a less than significant impact.

While the modified project does not propose new bicycle facilities or new transit infrastructure, the modified project would continue to provide access to existing facilities, including multipurpose trails, as well as stops and connections for Metrolink, Amtrak, West Valley Connector BRT, Ontario Airport Loop, and Metro. As described in Section

2.3, Modified Project Description, the modified project would provide sidewalk improvements along the site perimeter, including visible crosswalks at major intersections and the Specific Plan identifies potential future roadway improvements along East Holt Boulevard, East Guasti Road, and Airport Drive that would further expand the multimodal 1176
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transportation network in the modified project area. All transportation improvements would be designed to City standards and would enhance connectivity through and around the modified project site as well as between neighboring districts and the airport. Further, no roadway improvements are proposed that would create geometric design hazards or impact emergency access in the modified project area.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.

3.2.12 Tribal Cultural Resources
Approved Project Findings
According to TOP 2050 SEIR, future development as a result of TOP 2050 implementation could occur in portions of the City with sensitivity to tribal cultural resources. Grading and construction activities in undeveloped areas or redevelopment that requires deeper soil excavation than in the past could potentially disturb tribal cultural resources. However, TOP 2050 SEIR determined that 2010 TOP EIR Mitigation Measures 5-3 (tribal consultation and preparation of a cultural resources assessment) and 5-4 (construction-related tribal resources mitigation) as well as TOP 2050 SEIR Mitigation Measures TCR-1 (tribal cultural resources monitoring plan) and TCR-2 (treatment and disposition of cultural resources) would reduce potential impacts associated with tribal cultural resources to less than significant levels. Therefore, TOP 2050 SEIR concluded that impacts would be less than significant with mitigation incorporated.

Modified Project Analysis
As of July 1, 2015, California Assembly Bill 52 (AB 52) was enacted and expanded CEQA by establishing a formal consultation process for California tribes within the CEQA process. AB 52 states that prior to the release of a negative declaration, mitigated negative declaration, or environmental impact report for a project, a lead agency shall begin consultation with a California Native American tribe that is traditionally and culturally affiliated with the geographic area of the proposed project, if the tribe requested to the lead agency, in writing, to be informed by the lead agency of proposed projects in that geographic area and the tribe requests consultation. As this environmental document (i.e., an Addendum) is not a Negative Declaration, Mitigated Negative Declaration, or Environmental Impact Report, AB 52 consultation would not apply to the modified project.

Nevertheless, tribal consultation under AB 52 and California Senate Bill (SB) 18 was conducted as part of TOP 2050 SEIR, which resulted in the inclusion of 2010 TOP EIR Mitigation Measures 5-3 (tribal consultation and preparation of a cultural resources 1177
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assessment) and 5-4 (construction-related tribal resources mitigation) as well as TOP 2050 SEIR Mitigation Measures TCR-1 (tribal cultural resources monitoring plan) and TCR-2 (treatment and disposition of cultural resources) to reduce potential impacts associated with tribal cultural resources to less than significant levels.

SB 18 states that prior to a local (city or county) government’s adoption of any general plan or specific plan, or amendment to general and specific plans, or a designation of open space land proposed on or after March 1, 2005, the city or county shall conduct consultations with California Native American tribes for the purpose of preserving or mitigating impacts to Cultural Places. The modified project proposes to construct a hotel and retail development with associated site improvements in accordance with the proposed Empire Groves Specific Plan. As such, tribal consultation under SB 18 is required and was conducted for the modified project. As required, the City distributed letters by e-mail to applicable tribes identified by the Native American Heritage Commission (NAHC). The City initiated tribal consultation on October 29, 2024, by emailing letters that provided a description of the modified project and notified each tribe of the opportunity to consult with the City regarding the modified project.

The City initiated consultation on November 12, 2024, with the Gabrieleno Band of Mission Indians – Kizh Nation (Kizh Nation) and concluded consultation on December 3, 2025. The Kizh Nation did not identify any cultural resources on the project site, however, the tribe requested project conditions to be included regarding tribal monitoring and notification that are included below. The Yuhaaviatam of San Manuel Nation e-mailed the City on November 5, 2025, and did not identify any cultural resources on the project site however requested project conditions to be included consistent with TOP 2050 SEIR Mitigation Measures TCR-1 and TCR-2 that are included below. The modified project would not result in any new or substantially increased impacts that were not identified as part of the Certified TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures:

TCR-1 Tribal Cultural Resources Monitoring. The project archaeologist, in consultation with interested tribes, the developer, and the City of Ontario, shall develop an archaeological monitoring plan (AMP) to address the details, timing, and responsibility of archaeological and cultural activities that will occur on the project site. Details in the AMP shall include:

1. Project-related ground disturbance (including, but not limited to, brush clearing, grading, trenching, etc.) and development scheduling;

2. The development of a rotating or simultaneous schedule in coordination with the developer and the project archeologist for designated Native American Tribal Monitors from the consulting tribes during grading, excavation and ground disturbing activities on the site: including the scheduling, safety requirements, duties, scope of work, and Native American Tribal Monitors’ authority to stop and redirect grading activities in coordination with all project archaeologists (if the tribes cannot come 1178
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to an agreement on the rotating or simultaneous schedule of tribal monitoring, the Native American Heritage Commission shall designate the schedule for the onsite Native American Tribal Monitor for the proposed project);

3. The protocols and stipulations that the developer, City, Tribes, and project archaeologist will follow in the event of inadvertent cultural resources discoveries, including any newly discovered cultural resource deposits that shall be subject to a cultural resources evaluation.

At least 30 days prior to application for a grading permit and before any brush clearance, grading, excavation, and/or ground disturbing activities on the site, the developer shall retain a tribal cultural monitor to monitor all ground-disturbing activities in an effort to identify any unknown archaeological resources.

Pursuant to the AMP, a tribal monitor from the consulting tribe shall be present during the initial grading activities. If tribal resources are found during grubbing activities, the tribal monitoring shall be present during site grading activities.

TCR-2 Treatment and Disposition of Cultural Resources. In the event that Native American cultural resources are inadvertently discovered during the course of any ground-disturbing activities, including but not limited to brush clearance, grading, trenching, etc., for the proposed project, the following procedures will be carried out for treatment and disposition of the discoveries:

1. Temporary Curation and Storage: During the course of construction, all discovered resources shall be temporarily curated in a secure location on-site or at the offices of the project archaeologist. The removal of any artifacts from the project site will need to be thoroughly inventoried with tribal monitor oversight of the process;

2. Treatment and Final Disposition: The landowner(s) shall relinquish ownership of all cultural resources, including sacred items, burial goods, and all archaeological artifacts and nonhuman remains as part of the required mitigation for impacts to cultural resources. The applicant shall relinquish the artifacts through one or more of the following methods and provide the City of Ontario with evidence of same:
a. Accommodate the process for on-site reburial of the discovered items with the consulting Native American tribes or bands. This shall include measures and provisions to protect the future reburial area from any future impacts. Reburial shall not occur until all cataloging, basic analysis, other analyses as recommended by the project archaeologist and approved by consulting tribes, and basic 1179
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recordation have been completed; all documentation should be at a level of standard professional practice to allow the writing of a report of professional quality;
b. A curation agreement with an appropriate qualified repository in San Bernardino County that meets federal standards per 36 CFR Part 79, and therefore the resource would be professionally curated and made available to other archaeologists/researchers for further study.

The collections and associated records shall be transferred, including title, to an appropriate curation facility in San Bernardino County, to be accompanied by payment of the fees necessary for permanent curation;
c. For purposes of conflict resolution, if more than one Native American tribe or band is involved with the project and cannot come to an agreement as to the disposition of cultural materials, materials shall be curated at the San Bernardino County Museum by default; d. At the completion of grading, excavation, and ground-disturbing activities on the site, a Phase IV Monitoring Report shall be submitted to the City documenting monitoring activities conducted by the project archaeologist and Native Tribal Monitors within 60 days of completion of grading. This report shall document the impacts to the known resources on the property; describe how each mitigation measure was fulfilled; document the type of cultural resources recovered and the disposition of such resources; provide evidence of the required cultural sensitivity training for the construction staff held during the required pregrade meeting; and, in a confidential appendix, include the daily/weekly monitoring notes from the archaeologist. All reports produced will be submitted to the City, County Museum, and consulting tribes.

Addendum Project Conditions: Below are tribal project conditions for the Yuhaaviatam of San Manuel Nation and Gabrieleno Band of Mission Indians – Kizh Nation.

A. Yuhaaviatam of San Manuel Nation:

1. In the event that cultural resources are discovered during project activities, all work in the immediate vicinity of the find (within a 60-foot buffer) shall cease and a qualified archaeologist meeting Secretary of Interior standards shall be hired to assess the find. Work on the other portions of the project outside of the buffered area may continue during this assessment period. Additionally, the Yuhaaviatam of San Manuel Nation Cultural Resources Department (YSMN) shall be contacted, as detailed within TOP 2050 SEIR Mitigation Measures TCR-1, regarding any pre-contact finds and be provided information after the archaeologist makes his/her initial assessment of the nature of the find, so as to provide Tribal input with regards to significance and treatment. 1180
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2. If significant pre-contact cultural resources, as defined by CEQA (as amended, 2015), are discovered and avoidance cannot be ensured, the archaeologist shall develop a Monitoring and Treatment Plan, the drafts of which shall be provided to YSMN for review and comment, as detailed within TOP 2050 SEIR Mitigation Measures TCR-1. The archaeologist shall monitor the remainder of the project and implement the Plan accordingly.

3. If human remains or funerary objects are encountered during any activities associated with the project, work in the immediate vicinity (within a 100-foot buffer of the find) shall cease and the County Coroner shall be contacted pursuant to State Health and Safety Code §7050.5 and that code enforced for the duration of the project.

4. The Yuhaaviatam of San Manuel Nation Cultural Resources Management Department (YSMN) shall be contacted, as detailed in TOP 2050 SEIR Mitigation Measure TCR-1, of any pre-contact cultural resources discovered during project implementation, and be provided information regarding the nature of the find, so as to provide Tribal input with regards to significance and treatment. Should the find be deemed significant, as defined by CEQA (as amended, 2015), a Cultural Resources Monitoring and Treatment Plan shall be created by the archaeologist, in coordination with YSMN, and all subsequent finds shall be subject to this Plan. This Plan shall allow for a monitor to be present that represents YSMN for the remainder of the project, should YSMN elect to place a monitor on-site.

5. Any and all archaeological/cultural documents created as a part of the project (isolate records, site records, survey reports, testing reports, etc.) shall be supplied to the applicant and Lead Agency for dissemination to YSMN. The Lead Agency and/or applicant shall, in good faith, consult with YSMN throughout the life of the project
B. Gabrieleno Band of Mission Indians – Kizh Nation:

1. The project applicant or lead agency shall retain a Native American Tribal Monitor from the Gabrieleno Band of Mission Indians – Kizh Nation to ensure proper oversight of Tribal Cultural Resources (TCR).

The Tribal Cultural Resources monitoring plan shall address the details, timing, and responsibilities for cultural resource activities occurring on the project site. The plan shall include:
a. Project-related ground disturbance (including, but not limited to, brush clearing, grading, trenching, etc.) and development scheduling.
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b. Full-time presence of a designated Native American Tribal Monitor from the Gabrieleno Band of Mission Indians – Kizh Nation during all grading, excavation, and ground-disturbing activities on the site. The monitor shall coordinate with the developer to ensure safety requirements, duties, and scope of work are adhered to. The Tribal Monitor shall also have the authority to stop and redirect grading activities if tribal cultural resources are identified.
c. Protocols and stipulations to address inadvertent discoveries of Tribal Cultural Resources, including immediate evaluation by the Kizh Nation. At least 30 days prior to application for a grading permit and before any brush clearance, grading, excavation, and/or ground disturbing activities on the site, the developer shall retain a Tribal Cultural Monitor from the Gabrieleno Band of Mission Indians – Kizh Nation to monitor all such activities. A Tribal Monitor shall be present during all initial grading activities.

If tribal resources are identified during grubbing activities, the Tribal Monitor shall continue to be present during subsequent grading activities.

2. Treatment and Disposition of Cultural Resources. In the event that Tribal Cultural Resources are inadvertently discovered during the course of any ground-disturbing activities, including but not limited to brush clearance, grading, trenching, etc., the following procedures shall be followed to ensure proper and disposition of the discoveries:
a. Temporary Curation and Storage: During construction, all discovered resources shall be temporarily curated in a secure onsite location under the oversight of the Tribal Monitor from the Gabrieleno Band of Mission Indians – Kizh Nation.
b. Treatment and Final Disposition All discovered cultural resources, including sacred items, burial goods, and
archaeological artifacts, shall remain under the custodianship of the Gabrieleno Band of Mission Indians – Kizh Nation. Final disposition shall occur through the following process of On-site Reburial. Discovered items shall be reburied on-site in coordination with the Gabrieleno Band of Mission Indians – Kizh Nation. Measures shall be taken to ensure the future reburial area is protected from any potential future impacts. Reburial shall only occur after cataloging, basic analysis, recordation, and any other necessary documentation have been completed in consultation with the Kizh Nation.
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3. Phase IV Monitoring Report: Upon completion of grading, excavation, and ground-disturbing activities, a Phase IV Monitoring Report shall be submitted to the City of Ontario within 60 days. This report shall document:
a. All monitoring activities conducted by the Tribal Monitors from the Gabrieleno Band of Mission Indians – Kizh Nation.
b. The impacts to known resources on the property.
c. A summary of how each mitigation measure was fulfilled. d. The type and disposition of cultural resources recovered. e. Evidence of cultural sensitivity training provided to construction staff prior to project commencement.
f. A confidential appendix including daily/weekly monitoring notes prepared by the monitors. All reports produced shall be submitted to the City of Ontario, the Gabrieleno Band of Mission Indians – Kizh Nation, and any other relevant agencies.

3.2.13 Utilities and Service Systems
Approved Project Findings
TOP 2050 SEIR determined that, following compliance with all applicable regulations and ordinances issued by the Inland Empire Utilities Agency (IEUA), wastewater generated by the approved project could be adequately treated by the wastewater service provider and would not require the construction of new wastewater treatment facilities or the expansion of existing facilities or exceed wastewater treatment requirements of the Regional Water Quality Control Board. Additionally, TOP 2050 SEIR concluded that water demand in the City is projected through 2045 in the City of Ontario 2020 Urban Water Management Plan (2020 UWMP), and therefore the City’s water supply and delivery systems are adequate to meet the requirements of the approved project. Further, as discussed in Section 3.2.8, Hydrology and Water Quality, in order to ensure existing and proposed drainage systems under the approved project are adequate to serve buildout of TOP 2050, TOP 2050 SEIR requires all future development to prepare hydrology and hydraulic studies in accordance with the County Hydrology Manual and analyze stormwater flows that result from the 100-year storm event to ensure that the capacities of the storm drain systems are not exceeded. Additionally, future projects would be required to comply with the Santa Ana RWQCB MS4 permit and the San Bernardino County Stormwater Program. Lastly, TOP 2050 determined that existing and/or proposed facilities would be able to accommodate solid waste generated by the approved project, and that the approved project would comply with related solid waste regulations. Overall, 1183
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it was determined that impacts to utilities and service systems would be less than significant following compliance with existing regulations and policies.

Modified Project Analysis
The modified project proposes to install a sewer line on-site to connect to an existing 12- inch sewer main in East Holt Boulevard. As the modified project site is currently vacant, development of the modified project would generate additional wastewater compared to existing conditions, which could increase sewer flows and increase demand on the wastewater treatment provider. However, the modified project has a similar footprint compared to the site buildout envisioned by the approved project. As such, the City’s Sewer Master Plan and Capital Improvement Program accounted for buildout of the modified project site, and the modified project would be adequately served by the existing conveyance system. Additionally, as stated in TOP 2050 SEIR, IEUA has experienced a decrease in the volume of sewage flow of approximately 10 percent over the last 20 years, due to a decrease in indoor water consumption with new development compliance with California Green Building Standards Code and water conservation efforts. The IEUA anticipates a significant increase in the growth of its service area in the next ten years, with 40 percent of the growth resulting from new development in the City. The IEUA develops 10-year forecasts and specifies capital improvements that will be implemented to meet the increase in demand; further, future projects have been assumed in the IEUA’s Sewer System Management Plans. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

The modified project proposes water line connections from the site to an existing 12-inch water main in East Guasti Road along the modified project frontage and an existing 6- inch water main in East Holt Boulevard along the modified project frontage. Additionally, the modified project proposes to install an 8-inch recycled water main in East Guasti Road that connects to an existing 8-inch recycled water main in Convention Center Way (north of East Holt Boulevard) to extend south in East Guasti Road to end east of the Cucamonga Creek Channel. Given that the modified project site is currently vacant, development of the modified project would increase water demand. As stated in TOP 2050 SEIR, the City has the discretion to require water capacity studies associated with new development and redevelopment and currently requires site-specific studies to determine a project’s impact throughout the water system. As such, Water Supply Assessment and Written Verification of Sufficient Water Supply for the Empire Groves Hotel Specific Plan (Water Supply Assessment), prepared by PlaceWorks and dated August 2024, was prepared for the modified project; refer to Appendix K, Water Supply Assessment. Based on the Water Supply Assessment, the modified project would result in total potable water demand of approximately 80.60 acre-feet per year (AFY) and total recycled water demand of approximately 13.35 AFY. Development of the project site consistent with the site’s MU-Multimodal land use designation was previously included in the 2020 UWMP. Therefore, water demand associated with the modified project was compared to water demand associated with buildout of the site as a mixed-use 1184
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development consistent with the 2020 UWMP. The results showed that the modified project would result in a net increase in potable water demand by 43.55 AFY compared to the approved project and a net decrease in recycled water demand by 1.71 AFY compared to the approved project. Nonetheless, the net increase in potable water demand is within the 2020 UWMP projected water demand increases for the years 2025 to 2030, which is within the timeframe in which the modified project is anticipated to be completed. Furthermore, the City has the ability to increase groundwater production from the Chino Basin as well as increase imported water. As such, the City would have sufficient water supplies available during normal, single dry, and multiple dry years through the year 2045 to meet all projected water demands associated with its existing and future customers, including the modified project. The modified project would also be required to pay connection fees, which would offset the costs of system maintenance and capital upgrades to support the new development in the City’s service area. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

The modified project proposes stormwater improvements consisting of an underground detention system and stormwater pump in the southeast corner of the site. According to the Hydrology Report prepared for the modified project, modified project implementation would increase impervious areas on-site, thereby increasing flows discharging from site.

As such, the proposed stormwater pump would be installed to convey flows to the proposed underground detention system for treatment and restricted flow into an existing 108-inch stormwater line in Guasti Road. The proposed stormwater improvements would ensure the modified project do not cause a significant impact to downstream systems and discharge flows are reduced compared to existing conditions. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Given that the modified project site is currently vacant, development of the modified project would increase solid waste generation and increase demand for solid waste services. The approved project was estimated to occupy approximately two percent of the Badlands Sanitary Landfill and the El Sobrante Landfill remaining capacities. Given that the modified project has a similar development potential to the buildout envisioned for the City’s MU-Multimodal designated areas by the approved project, it is not anticipated that development of the modified project would substantially increase solid waste generation. Additionally, the modified project would be required to comply with CALGreen, AB 341, AB 1826, and TOP 2050 policies regarding waste diversion. The modified project would not result in a new significant environmental effect or substantial increase in the severity of a previously identified significant environmental effect as compared to the conclusions of TOP 2050 SEIR.

Certified TOP 2050 SEIR Mitigation Measures: Not Applicable.

Addendum Project Conditions: None.
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4.0 DETERMINATION/ADDENDUM CONCLUSION
As detailed in the analysis presented above, this Addendum supports the conclusion that the modified project constitutes minor or technical changes and do not result in any new significant environmental effects or a substantial increase in the severity of previously identified significant effects as compared to the conclusions of TOP 2050 SEIR. No new information has become available and no substantial changes to the circumstances under which the approved project was being undertaken since the certification of TOP 2050 SEIR have occurred. As identified in TOP 2050 SEIR, the approved project would result in significant environmental impacts with regard to air quality, cultural resources, noise, and transportation. However, the modified project would not substantially increase the severity of these effects. In addition, there are no new or different mitigation measures or alternatives that would substantially reduce these significant impacts. 1186
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5.0 REFERENCES
California Department of Conservation, California Important Farmland Finder, https://maps.conservation.ca.gov/DLRP/CIFF/, accessed August 14, 2024.

California Department of Forestry and Fire, Fire Hazard Severity Zones in State Responsibility Area, effective April 1, 2024, https://calfireforestry.maps.arcgis.com/apps/webappviewer/index.html?id=988d431a42b242b29d 89597ab693d008, accessed August 14, 2024.

ECORP Consulting, Inc., Archaeological Resources Inventory and Evaluation Report for the Ontario Hotel Project on the East Corner of Holt Boulevard and Guasti Road, San Bernardino County, California, August 2023.

ECORP Consulting, Inc., Biological Technical Report for the Ontario Hotel Project, San Bernardino County, California, December 2024.

Kimley-Horn and Associates, Inc., Preliminary Hydrology Report for Diversified Empire Hotel, APN: 0010-322-33, Southeast of Holt Blvd and Guasti Road, October 2023.

Kimley-Horn and Associates, Inc., Water Quality Management Plan for: Empire Hotel, APN: 001032233.

Petra Geosciences, Inc., Phase I Environmental Site Assessment: Proposed Empire Resort and Spa, Southeast Corner of E. Holt Boulevard and E. Guasti Road, APN 0110-322-33-0-000, City of Ontario, San Bernardino County, California 91761, December 5, 2023.

Petra Geosciences, Inc., Preliminary Geotechnical Evaluation, Proposed Empire Resort And Spa Project, Approximately 10.4 Acres Of Vacant Land At Southeast Corner Of E. Holt Boulevard And E. Guasti Road, APN 011 032 233, City Of Ontario, San Bernardino, California, February 10, 2023.

PlaceWorks, Water Supply Assessment and Written Verification of Sufficient Water Supply for the Empire Groves Hotel Specific Plan, August 2024.

Translutions, Inc., Empire Groves Hotel – VMT Analysis, October 12, 2023.

Urban Crossroads, Empire Groves Hotel Air Quality Impact Analysis, City of Ontario, April 19, 2024.

Urban Crossroads, Empire Groves Hotel Greenhouse Gas Analysis, City of Ontario, September 9, 2024.
1188
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Urban Crossroads, Empire Groves Hotel Noise Impact Analysis, City of Ontario, May 13, 2024.
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APPENDICES
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Appendix A
Phase I ESA
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ENGINEERS + GEOLOGISTS + ENVIRONMENTAL SCIENTISTS

PHASE I ENVIRONMENTAL SITE ASSESSMENT

PROPOSED EMPIRE RESORT AND SPA
SOUTHEAST CORNER OF E. HOLT BOULEVARD AND E. GUASTI ROAD ASSESSOR PARCEL NUMBER (APN) 0110-322-33-0-000
CITY OF ONTARIO, SAN BERNARDINO COUNTY, CALIFORNIA 91761

DIVERSIFIED PACIFIC COMMUNITIES
December 5, 2023
J.N. 22-398
1192
ENGINEERS + GEOLOGISTS + ENVIRONMENTAL SCIENTISTS
Offices Strategically Positioned Throughout Southern California

RIVERSIDE COUNTY OFFICE
40880 County Center Drive, Suite M, Temecula, CA 92591
T: 951.600.9271 F: 951.719.1499
For more information visit us online at www.petra-inc.com December 5, 2023
J.N. 22-398

DIVERSIFIED PACIFIC COMMUNITIES
10621 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: Mr. Nolan Leggio
Subject: Phase I Environmental Site Assessment: Proposed Empire Resort and Spa, Southeast Corner of E. Holt Boulevard and E. Guasti Road, APN 0110-322-33-0-000, City of Ontario, San Bernardino County, California 91761
Dear Mr. Leggio:

Petra Geosciences, Inc. (Petra) presents this Phase I Environmental Site Assessment for the abovereferenced site. This assessment has been conducted in accordance with our Supplemental Proposal No. 22-398P, dated October 20, 2023, and in conformance with the scope and limitations of the standards set forth in the American Society for Testing and Materials (ASTM) Practice E 1527-21, the EPA’s All Appropriate Inquiry (AAI) regulations 40 CFR Part 312.

This opportunity to be of service to you is sincerely appreciated. Please do not hesitate to call this office if you have questions pertaining to this report.

Respectfully submitted,
PETRA GEOSCIENCES, INC.
______________________________
Edward Lump Siamak Jafroudi, PhD
Associate Geologist Senior Principal Engineer
1193

EXECUTIVE SUMMARY

PHASE I ENVIRONMENTAL SITE ASSESSMENT
Proposed Empire Resort and Spa
Southeast Corner of E. Holt Boulevard and E. Guasti Road Assessor Parcel Number (APN) 0110-322-33-0-000
City of Ontario, San Bernardino County, California 91761

INTRODUCTION
The information presented in this report includes the results of our recent site reconnaissance, a review of pertinent literature, and recent federal, state, and local government agency records. Our field reconnaissance, data gathering, and compilation was performed by Mr. Edward Lump, Associate Geologist, with oversight by Dr. Siamak Jafroudi President and Principal Engineer.

SITE DESCRIPTION AND GENERAL INFORMATION

1. The subject property is a vacant site located at the southeasterly corner of E. Holt Boulevard and E.

Guasti Road in the city of Ontario, San Bernardino County, California. The site is bounded by hotel properties to the north and west; improved Cucamonga Creek to the east and a distribution center and vacant land beyond; and a railroad line to the south with Ontario International Airport beyond.

Sidewalks are not present along any street edges bounding the subject property. Chain link fencing delineates the subject site boundary perimeter. A site location map is included as Figure 1.

2. The subject site is comprised of one parcel of approximately 10.4-acres with Assessor Parcel Number (APN) 0110-322-33-0-000. A plan showing recent conditions on the site is included as Figure 2.

3. Access to the subject property is via an open gate off E. Guasti Road near E. Holt Boulevard. A second locked gate is situated further south. At the time of our field reconnaissance, the site was vacant land.

A majority of the subject site is covered with moderately thick to thick, dry native vegetation with somewhat scattered trees; however, an irregularly shaped strip of cleared vegetation exists along the westerly side of the subject site, exposing native soil. Some of this cleared area is covered with gravel.

Some of the trees have been uprooted and partially ground up to mulch. A thinner strip of partially cleared vegetation exists along the east property boundary with Cucamonga Creek. Windblow trash and debris is common along the northern boundary with E. Holt Boulevard and to a lesser extent along the west and south boundary with E. Guasti Road. Windblown trash and debris are occasionally observed along the east edge of the dirt area and the brush area of the northwesterly area onsite. The site slopes gently to the southeast with existing elevations on the order of 965 feet above mean sea level (msl) to 950 feet above msl (USGS, 1981).

4. Within the subject property trash and debris is minimal. The largest area of debris is in the northeastern portion of the subject site, where what appears to be remnants of a homeless encampment was observed.

Three dumped piles of soil noted in the south-central area of the subject property appear to be relatively recent. It appears these soil piles were placed on top of a relatively thin layer of leveled fill soil. Except for roots/rootlets, the surface of these piles was clean of trash and debris. Except for occasional concrete fragments, trash and debris was limited within the subject property. A few small areas of waste concrete and asphalt were noted among the brush in the interior of the subject site.

5. No water wells were observed on site during our reconnaissance. 1194
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6. Overhead power lines were observed adjacent to the subject property during our site reconnaissance.

Overhead lines with one pole mounted transformer were noted outside the fence along the east side of E. Guasti Road near a fire hydrant. The transformer appeared to be in good condition at the time of our reconnaissance. No ground surface staining or distressed vegetation was noted below the transformer.

No pad mounted transformers were observed; however, yellow bollards were observed near two high voltage SCE risers and a vault within the southwesterly portion of the subject site. Closer to the open gate, a buried concrete water valve box was observed inside the fence line.

7. Information obtained during this assessment indicated that the subject property and vicinity appeared to have been utilized for agricultural purposes in the form of grape orchards from at least 1938 to sometime after/during 1975 and before/during 1985. No structures were observed within the subject site boundary from at least 1938 to the present day. From 1985 to 2023, the subject property was vacant and undeveloped land with relatively uniform native vegetation and scattered trees. Holt Boulevard was constructed along the north side of the subject property from at least 1938. Guasti Road was constructed along the south and western site boundary sometime after/during 1985 and before/during 1989.

Historical information reviewed during this assessment includes aerial photographs (dating back to 1938), USGS topographical maps (dating back to 1897), and interviews.

8. No sites were identified in our search of various government agency database records, which appear to have impacted the soils or groundwater beneath the subject site.

9. There was no evidence of drums, above ground storage tanks, underground storage tanks, sumps, pits, pools, or lagoons identified within the subject property boundary during our site assessment.

RECOGNIZED ENVIRONMENTAL CONDITIONS
Recognized environmental conditions are defined by the American Society of Testing and Materials (ASTM) as any hazardous substance or petroleum product under conditions that indicate an existing, past, or material threat of release into the structures, ground, groundwater, or surface water at the subject site. If the presences of recognized environmental conditions are identified on a subject site, it may warrant additional research, site assessment, and/or action.
• No REC’s have been identified within or affecting the subject property.

Controlled recognized environmental conditions (CREC’S) are defined by the American Society of Testing and Materials (ASTM) Practice E 1527-21 as a recognized environmental condition resulting from the past release of hazardous substances or petroleum products that has been addressed to the satisfaction of the applicable regulatory authority (i.e., as evidenced by the issuance of a no further action letter or equivalent, or meeting risk-based criteria established by regulatory authority), with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls. For example, if a leaking underground storage tank has been cleaned up to a commercial use standard but does not meet unrestricted residential cleanup criteria; this would be considered a controlled recognized environmental condition. The “control” is represented by the (inferred) restriction that the property remains commercial. 1195
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• No CREC’s have been identified within or affecting the subject property.

Historical recognized environmental conditions (HREC’S) are defined by the American Society of Testing and Materials (ASTM) Practice E 1527-21 as a past release of any hazardous substances or petroleum products that has occurred in connection with the property and has been addressed to the satisfaction of the applicable regulatory authority or meeting unrestricted use criteria established by a regulatory agency, without subjecting the property to any required controls (i.e., property use restrictions, activity and use limitations, institutional controls or engineering controls). • No HREC’s have been identified within or affecting the subject property.

We have performed a Phase I Environmental Site Assessment in general conformance with the scope and limitations of ASTM Practice E 1527-21 for the subject property, APN 0110-322-33-0-000, located at the southeast corner of E. Holt Boulevard and E. Guasti Road, in the City of Ontario, San Bernardino County, California. Any exceptions to, or deletions from, this practice are described in the section titled data gaps of this report. This assessment has revealed no evidence of recognized environmental conditions in connection with the subject property at this time.

SITE CONSIDERATIONS
The items presented below are not considered recognized environmental conditions in accordance with ASTM E 1527-21. Although these items may warrant consideration in conjunction with any planned development activities, they are not recognized environmental conditions. The information regarding possible actions relative to these items has been provided as guidance.

1. With re-development of any former agricultural property, a certain amount of unknown subsurface conditions may be anticipated. Any discolored soils, noxious odors, buried pipelines or irrigation channels, and/or other buried objects/debris encountered during clearing and grubbing, or future grading and development should be left in place until an experienced environmental professional (such as Petra) has had the opportunity to evaluate the conditions and provide recommendations if needed.

2. It is possible that abandoned irrigation lines will be encountered during demolition, clearing, and grubbing, or rough grading. If these irrigation lines are concrete, they should be left in place until an experienced environmental professional (such as Petra) has had the opportunity to evaluate the conditions and provide recommendations if needed. In the event concrete irrigation lines are encountered, caution should be taken to not crush the lines until it can be ascertained that they do not contain asbestos.

3. It is recommended that all debris and trash observed on the subject site be removed and disposed of in accordance with current local, state and federal disposal regulations. 1196
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TABLE OF CONTENTS
Page
INTRODUCTION.........................................................................................................................................................1 Purpose...............................................................................................................................................................1 Involved Parties..................................................................................................................................................1 SCOPE OF ASSESSMENT ..........................................................................................................................................1 SITE OVERVIEW ........................................................................................................................................................3 PREVIOUS LAND USE...............................................................................................................................................4 PREVIOUS REPORTS .................................................................................................................................................4 ENVIRONMENTAL SETTING ...................................................................................................................................4 Geology..............................................................................................................................................................4 Surface Water.....................................................................................................................................................5 Groundwater.......................................................................................................................................................5 RESULTS OF ASSESSMENT .....................................................................................................................................5 Site Observation.................................................................................................................................................5 Adjacent Site and Vicinity Observations ...........................................................................................................7 Government Agency Database Research ...........................................................................................................7 Results of Agency Records Search ....................................................................................................................7 Orphan Sites.....................................................................................................................................................11 Local Agencies.................................................................................................................................................11 Vapor Migration...............................................................................................................................................13 Evaluation of Records Search Results..............................................................................................................14 Results of Aerial Photo Analysis .....................................................................................................................14 Historical USGS Topographic Maps................................................................................................................16 Environmental Lien and Activity and Use Limitations Search 1980 ...............................................................17 Preliminary Title Report...................................................................................................................................18 Fire Insurance Maps and City Directories........................................................................................................18 City Directory ..................................................................................................................................................19 EDR Property Tax Map Report........................................................................................................................20 Building Permits...............................................................................................................................................20 Interviews.........................................................................................................................................................20 User / Client Knowledge ..................................................................................................................................21 Data Failures and Data Gaps............................................................................................................................22 DISCUSSION OF POTENTIAL ENVIRONMENTAL CONCERNS .......................................................................22 Regulatory Actions...........................................................................................................................................23 Adjacent and Nearby Properties.......................................................................................................................23 Polychlorinated Biphenyls (PCB’s) .................................................................................................................23 Underground Storage Tanks.............................................................................................................................23 Above Ground Storage Tanks..........................................................................................................................24 Stormwater/Wastewater Discharge ..................................................................................................................24 Pesticide and Herbicide Residue ......................................................................................................................24 Asbestos-Containing Materials ........................................................................................................................24 Lead-Based Paints............................................................................................................................................25 Landfills...........................................................................................................................................................25 Water Supplies.................................................................................................................................................25 Waste Generation and Storage .........................................................................................................................25 CONCLUSIONS .........................................................................................................................................................25 SITE CONSIDERATIONS .........................................................................................................................................26 LIMITATIONS ...........................................................................................................................................................27 1197
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TABLE OF CONTENTS
Page
QUALIFICATIONS....................................................................................................................................................27 REFERENCES ............................................................................................................................................................29

ATTACHMENTS

FIGURES

APPENDIX A

SITE PHOTOGRAPHS

APPENDIX B

AGENCY SEARCH RESULTS

APPENDIX C

EDR HISTORICAL REPORTS

APPENDIX D

INTERVIEWS

APPENDIX E

PRELIMINARY TITLE REPORT

APPENDIX F

RESUMES
1198

INTRODUCTION
The information presented in this report includes the results of our recent field reconnaissance, a review of various federal, state, and local government agency records, and a review of historic aerial photographs and topographic maps for the site and vicinity. This report includes a summary of our findings, our opinion as to the current environmental condition of the site, and recommendations for additional work, if needed.

Purpose
This assessment was conducted to determine if any recognized environmental conditions exist on the subject site. Recognized environmental conditions are defined by the American Society for Testing and Materials (ASTM) as any hazardous substance or petroleum product under conditions that indicate an existing, past, or material threat of release into the structures, ground, groundwater, or surface water at the subject site.

This assessment is also intended to satisfy the requirement for conducting all appropriate inquiries into the previous ownership and uses of a property for the purposes of meeting the all appropriate inquiries provisions necessary to qualify for certain landowner liability protections under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA).

We have performed this assessment in general conformance with the scope and limitations of the standards set forth in the ASTM Practice E 1527-21, the EPA’s All Appropriate Inquiry (AAI) regulations 40 CFR Part 312.

Involved Parties
This report was prepared by Petra Geosciences, Inc. (Petra), at the request of Diversified Pacific Communities, for their exclusive use. Use of this report or reliance thereon by other parties or projects is not authorized. The report may not be suitable for other parties or other purposes.

SCOPE OF ASSESSMENT
The scope of this assessment included the following:

1. Performing a site reconnaissance to identify the current conditions and land use of the subject site and adjoining properties, during which visual evidence of prior uses of the subject site and adjoining properties were noted. The site reconnaissance included an observation of the site surface and the site perimeter. Representative photographs of our site walk are provided in Appendix A. 1199
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Ontario City CouncilApril 1, 2025

Ontario City Council
April 1, 2025