Ontario City Council
August 19, 2025

Bollard Light. A short post, generally not more than 3 feet in height, with a built -in light fixture at its uppermost portion (see example, right).

Build-Out. Development of land to its full potential or theoretical capacity as permitted under current or proposed planning or zoning designations.

Build-To Lines. Building edges that are required to be placed at given locations, as established by the development standards of the City. Build -to lines are generally defined as a given distance from a property line, and can be used to encourage building fronts, entrances and windows to line and spatially define streets, parks, or plazas.

C. Definition of Words Beginning with the Letter "C."

Can Sign. A sign that is internally or externally illuminated, which is generally formed into a square or rectangular-shaped box.

Canopy. A structure or architectural projection of rigid construction over which a covering is attached that provides weather protection, identity, or decoration, and may be structurally independent or supported by attachment to a building.

Cantilever. A horizontal projection without external bracing. Cantilevers may appear visually awkward, as they typically appear to have no apparent source of support.

Cap. The crowning feature of a wall. Caps protect walls from the weather and provide architectural detailing that contributes to the wall's visual interest.

Parking Bays
Bollard Light
Double-Loaded
Parking Bay
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Division 9.02—Glossary
Ontario Development Code Page 9.02-3 (Rev. 05.02.2023)
Cobrahead Light. A streetlight whose luminaire is
supported on a cantilevered arm, which extends over the street, having a profile vaguely resembling that of a cobra snake (see example, right).

Clapboard Siding. A building sheathing made up of
overlapping horizontal boards.

Clerestory Windows. Windows with high sills that are often used to bring in light when lower windows are undesirable because of privacy concerns.

Common Open Space. Semi-public areas intended for the
use of residents or workers within a project. Common open spaces may include gardens, plazas, or recreational spaces.

Connecting Walkways. Pedestrian paths that connect
buildings or open spaces directly to the street and are not overly circuitous. See also "Pedestrian Connections."

Cornice. Horizontal ornamentation on a building's façade, which is generally located near the top of a building's façade and is often located near the floor line of upper stories (see example , right).

Cupola. A small hat-like projection occurring the ridgeline of a roof. Cupolas traditionally covered the place where large structures, like barns, were vented.

D. Definition of Words Beginning with the Letter "D."

Detailing. The manner in which separate building elements are assembled. Careful detailing will minimize the effects of weather on buildings and promote an attractive and long - lasting appearance.

Dormers. Upright windows built out from a sloping roof.

Downspouts. Pipes that carry rainwater from a roof gutter to the ground or sewer.

E. Definition of Words Beginning with the Letter "E."

Eaves. The portion of a sloping roof that extends beyond the exterior wall of a building. See also "Overhang."

Egress. The point of exit.

Emulate. To represent or re -create the qualities of something else, without duplicating it literally. For example, historic styles may be emulated without copying an historic building.

Entry. The doorway into a building, along with the architectural treatments that accompany it.

Cobrahead Light
Cornice
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F. Definition of Words Beginning with the Letter "F."

Fast Food. Those food service establishments offering relatively immediate service of pre - prepared food in disposable containers.

Fenestration. The arrangement of windows in a building.

Finishes. The materials applied to the surface of buildings or landscape elements. Properly applied finishes contribute to an attractive appearance and long-lasting wear.

Freestanding. To be supported at the ground and without support from a building or other structure.

G. Definition of Words Beginning with the Letter "G."

Gable Roof. A type of roof that slopes upward on two sides from the eaves to the ridge (see example, right).

Gateway. Generally, a major entry into a district or area, which is often emphasized through landscaping.

Gazebo. A small, free-standing structure with a roof, which is open on all sides. Traditionally, gazebos are used as an outdoor room within gardens, or to cover musicians performing in community concerts.

Glazing. The glass within a window.

Grade. The surface of a building site or its vertical elevation (often measured as feet above sea level).

Grasscrete. A paving material that supports the weight of an occasional vehicle, while also permitting groundcover to grow. Also referred to as "turf block".

H. Definition of Words Beginning with the Letter "H."

Hip Roof. A type of roof that slopes upward on all sides, from the eaves to the ridge (see example, right).

I. Definition of Words Beginning with the Letter "I."

Ingress. A point of entry.

J. Definition of Words Beginning with the Letter "J."

Reserved

K. Definition of Words Beginning with the Letter "K."

Reserved

L. Definition of Words Beginning with the Letter "L."

Gable Roof
Hip Roof
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Division 9.02—Glossary
Ontario Development Code Page 9.02-5 (Rev. 05.02.2023)
Landscape Architectural Feature. Decorative structural elements in a landscaped area, such as walks, benches, patios, terraces, water features, and the like.

Landscaped Buffer. An attractive arrangement of trees, shrubs, and other vegetation that acts as a divider between incompatible uses or activities.

Lattice. An open framework of wood or other members that is often used to partly block views or support vines.

Loggia. A roofed deck that is integrated within an upper level of a building.

Lotting Pattern. A recognizable arrangement of residential lots, which are of the same or varying sizes and widths.

M. Definition of Words Beginning with the Letter "M."

Major Entry. The most common point or points of ingress for a development project or building.

Mansard Roofs. Extremely steep as they slope
up from the eaves; this steeply sloped roof may end
in a roof with a shallow roof or a parapet. Mansard
roofs are a popular way of decorating tall parapets,
such as are used to screen the rooftop equipment
above fast food restaurants (see example, right).

Mass. The overall volume or form of a building
or building element.

Median. An area dividing opposing travel lanes at or near the middle of a road, which is often landscaped.

Metal Standing Seam Roof. A sheet metal roof that has its joints folded together and raised above the roof surface in order to attach metal sheets and prevent leaks.

Modules. Similar units or subcomponents that are combined to create a total building system.

Mullion. The outer structural vertical and horizontal members of a glazing system, which forms a division between the glazing units.

Muntin. The nonstructural vertical and horizontal members of a window that divides the window into individual lites and holds (or appears to hold) the individual panes of glass.

Muted. A softened or less-vivid color tone.

N. Definition of Words Beginning with the Letter "N."

Neotraditional. A form of design that attempts to recreate positive features of neighborhoods from an earlier generation.

O. Definition of Words Beginning with the Letter "O."
Mansard Roof
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Oblique View. A view at an angle that allows one
to see more than one side of a building.

On-Site Parking. Parking stalls and aisles that occur
on parcels outside of a street right-of-way.

On-Street Parking. Parking stalls provided within the
street right-of-way. On-street parking is often in a parallel configuration, along the edge of curbs.

Opaque. Not transparent or semi-transparent.

Overhang. [1] The portion of a building that
extends horizontally beyond the building 's exterior wall (also referred to as the " eaves"); or [2] the portion of a motor vehicle that extends beyond the tires, to the front or back of a car (see examples, right).

P. Definition of Words Beginning with the Letter "P."

Parapet. A wall that extends above the roof, which
is often used to protect the edge of the roof, hide roof- mounted equipment, and express ornamentation.

Park. A place for public recreation that generally contains landscaped ground surfaces, such as lawns and gardens.

Pavers. Units of pavement assembled to form the " floor" of a plaza or street. Pavers are often made of concrete or terra cotta (brick).

Pavilion. A small, lightweight structure, often with a roof, used for recreation or shelter in a garden, park or plaza.

Pedestrian Connections. Sidewalks that provide convenient routes between destinations.

Pedestrian connections are generally lined by landscape and building features for the pedestrian's comfort and visual interest. See also "Connecting Walkways."

Pedestrian Oriented. Designing to make a building or structure inviting to pedestrian traffic.

Pilaster. A vertical architectural member that is integrated within a wall but is architecturally treated as a column and usually projects one-third or less of its width from the wall.

Place Making. The creation of pleasant and memorable spaces.

Plaza. A place for public recreation that generally contains hard surfaces, such as seating areas and ornate pavement.

Podium Apartments. A ground floor parking structure with one or more levels of residential units above.

Motor Vehicle Overhang
Roof Overhang
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Division 9.02—Glossary
Ontario Development Code Page 9.02-7 (Rev. 05.02.2023)
Porte Cochere. A roofed extension of a building over a driveway that shelters passengers getting into and out of vehicles.

Portico. A roofed porch that may be open or partly enclosed.

Prefab. A construction method in which shop- manufactured pieces undergo final assembly on-site.

Primary Building Entry. A publicly accessible and commonly used place of building ingress.

Public Way. A path or road that is accessible by, and generally maintained, by the public.

Q. Definition of Words Beginning with the Letter "Q."

Reserved

R. Definition of Words Beginning with the Letter "R."

Recessed Panel. An indentation within a building facade, such as occurs between pilasters or within other framed openings.

Reveals. Depressions or notches, primarily at an edge or corner, used to provide architectural detail by showing depth and enriching character.

Ridge. The line of intersection between opposing sides or slopes of a roof.

S. Definition of Words Beginning With the Letter "S."

Scale. The proportion of one thing relative to the size of another. Something that is "human" in scale has elements that are comparable to the size of a person. Scale of a building is the proportional system that relates the various-sized building elements to each other and to people.

Setback. The required distance that a building, structure, parking space, drive aisle, or other designated item must be located from a lot line or other designated location . Setback requirements provide a way of encouraging the spatial definition of open space ; the separation of uses, activities or facilities; or the provision of yards and landscaping.

Staggered Walls. Sections of walls placed in shifted planes.

Structural Podium. See "Podium Apartments."

T. Definition of Words Beginning with the Letter "T."

Tandem. An arrangement of things placed one behind the other . Tandem parking places one car behind another.

Terrace. An outdoor paved platform extending from a building that complements the use or activities located within the building.

Tops. The uppermost portions of a building and often include cornice treatments, roof overhangs, or parapets.

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Division 9.02—Glossary
(Rev. 05.02.2023) Page 9.02-8 Ontario Development Code
Transformers. Electrical switching equipment used for converting electricity from high - voltage to common current. They are often located in ground-mounted boxes.

Trellis. A light framework of horizontal and/or vertical members, often used to support climbing plants.

U. Definition of Words Beginning with the Letter "U."

Unit. One of many similar or identical components that comprise a greater whole. Unit is also a single dwelling, either on its own lot (in the case of single -family homes) or grouped as part of a multi-family complex.

V. Definition of Words Beginning with the Letter "V."

Value. A color's relative lightness or darkness.

Vehicular Access. An entrance or exit for cars or trucks.

Vestibule. An entrance hall or lobby of a building.

W. Definition of Words Beginning with the Letter "W."

Wainscot. An area of facing or paneling on the lower portion of the walls of a room .

Wall Footings. Structural foundation elements that carry the weight of a structure to the ground.

Window Stem Walls. Low walls that support a large window, generally on a storefront.

X. Definition of Words Beginning with the Letter "X."

Reserved

Y. Definition of Words Beginning with the Letter "Y."

Reserved

Z. Definition of Words Beginning with the Letter "Z."

Zero Lot Line. A development approach in which a building is sited on a lot in such a manner that one or more of the structure 's sides rest directly (to the extent possible) on a lot line .

The intent is to allow more flexibility in site design and to increase the amount of usable open space on a lot.

Zone Division Walls. Walls constructed for the purpose of buffering adjacent incompatible land uses.

Zoning Map. The official zoning map of the City, which delineates the location of the zoning districts of the City, governing the use, placement, spacing, and size of land and buildings. 802
Department: Utilities
Prepared By: Andy Marquez
Staff Member Presenting: Scott Burton, Utilities
General Manager
Reviewed By: Dennice Raygoza, Albert G
Gastelum, Michael Sigsbee
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 17
SUBJECT:

A GOODS AND EQUIPMENT PURCHASE AGREEMENT FOR WATER METERS AND

REPAIR PARTS AND A MAINTENANCE SERVICES AGREEMENT FOR ADVANCED

METERING INFRASTRUCTURE SYSTEMS WITH HYDROPRO SOLUTIONS

CITY OF ONTARIO
Agenda Report
August 19, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Approve and authorize a Goods and Equipment Purchase Agreement with HydroPro Solutions, of Ontario, California, for new water meters, equipment, and repair parts in the amount $2,900,000 from August 19, 2025 to June 30, 2026, with the option to extend the agreement for up to four (4) successive one (1) year periods for a total not-to-exceed aggregate amount of $16,024,331.

B
.

Approve and authorize a Maintenance Services Agreement with HydroPro Solutions of Ontario, California, for water meter software network preventative maintenance and repairs in the amount of $74,085 from August 19, 2025 to June 30, 2026, with the option to extend the agreement for up to four (4) successive one (1) year periods for a total not-to-exceed amount of $446,138.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Pursue City's Goals and Objectives by Working with Other Governmental Agencies Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The FY 2025-26 Adopted Budget includes appropriations from the Water Capital and Operating Fund for the water meter, equipment, and repair parts, and software network preventative maintenance.

The proposed Goods and Equipment Purchase Agreement is for a total not-to-exceed amount of $2,900,000 for the initial term. At the City’s discretion, up to four additional one-year extensions 803
may be executed. Should the City exercise all four successive one-year extensions, the projected amount for the five years (August 19, 2025 to June 30, 2030) would be a total not-to-exceed of $16,024,331. The City and Vendor have agreed to fixed billing rates, and the Vendor will be compensated based on the actual cost of meters to be purchased and based on unit pricing for the various meter sizes. Initial pricing is extended through June 30, 2027, pricing for each successive one-year extension will be based on the Producer Price Index, and any increases will not exceed 5% per year.

The proposed Maintenance Services Agreement is for $74,085 for the initial term. At the City’s discretion, up to four additional one-year extensions may be executed. Should the City exercise all four successive one-year extensions, the projected amount for the five years (August 19, 2025 to June 30, 2030) would be a total not-to-exceed of $446,138. The City and Vendor have agreed to fixed billing rates, and the Vendor will be compensated based on the actual amount of maintenance, repairs, added equipment, and programming required to help maintain meter reading equipment and software. Pricing after the initial year will be negotiated annually, and any increases in prices will not exceed 4% per year.

The total cost for the recommendation action is $16,470,469. Development projects pay for new meter installations, while the cost of meter testing, repair, and replacement is included in the rates the City bills for water service.

There is not a direct fiscal impact to the General Fund.

BACKGROUND & ANALYSIS:

There are over 44,000 water meters Citywide, which serve residential, industrial and commercial businesses as well as landscape areas, and recycled water connections.

The accuracy of meters has a direct relationship to accounting and billing for water and sewer service. To maintain accuracy and functionality, meters need to be replaced approximately every twelve years, and they are repaired as needed. In Fiscal Year 2024-25, approximately 3,500 residential, industrial, and commercial meters were replaced, and 550 new meters were installed.

In Fiscal Year 2025-26, approximately 3,500 meters are planned to be installed to replace existing meters as part of the annual meter replacement program, and approximately 700 new meters are planned to be installed for development projects in the Old Model Colony and Ontario Ranch.

The Master Meter Radio Read Meter was selected as the City standard specification for all new and replacement meter installations as a result of a public bid process and product evaluation that took place in 2001, when six different vendors and product lines were evaluated. Additionally, the City utilizes Advanced Metering Infrastructure (AMI) meters to provide remote collection of water use data in real-time. The Master Meter Radio Read Meters are used to track water consumption and relay information to the City’s billing system via four AMI towers and seventeen radio repeaters throughout the City.

The purchase of these new meters can only be made directly through the manufacturer. Section 2-

6.11 (b) (2) of the Ontario Municipal Code states that sole source purchases are authorized if there is only one procurement source. HyrdoPro Solutions is the exclusive distributor in California for Master Meter Radio Read Meters and generally has uniform pricing for water agencies utilizing its products. HydroPro Solutions local presence offers several advantages to the City, ensuring 804
immediate order fulfillment and troubleshooting support. These capabilities demonstrate HyrdoPro Solutions value in maintaining and improving the City’s meter reading infrastructure and operations.

To maintain accuracy and functionality of these meters, HydroPro Solutions provides preventative maintenance and repairs for the network infrastructure, which includes communications and system failure monitoring, signal strength accuracy, and services to maintain meters at optimized signal strength. There is specific equipment, base stations, and repeaters throughout the City that maintains the monitoring and signal strength of the system. As the number of meters increases throughout the City, it is anticipated that additional equipment (repeaters) will be added to the system each year, which will then be included in scheduled maintenance.

Staff regularly evaluates the cost of meters from different meter manufacturers, including pricing for hardware and support services, and has concluded that costs do not vary substantially.

Additionally, technical aspects are considered such as integration of all electronic components within the meter case, add-on devices, product support and services, software compatibility with existing billing software, and proven service record. Staff recommends this sole-source award to HydroPro Solutions.
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BB&K (2024) - 1 - MAINTENANCE SERVICES AGREEMENT

PAUL S. LEON
MAYOR

ALAN D. WAPNER

MAYOR PRO TEM

JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER

CITY OF ONTARIO

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE
This Agreement is made and entered as of __________ , by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ("City") and HPS West, Inc. dba HydroPro Solutions, an S Corporation, with its principal place of business at 1180 East Francis Street, Bldg. F, Ontario, California 91761 ("Contractor "). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Contractor.

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

Contractor represents that it is experienced in providing Meter Maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the Meter Maintenance project (“Project”) as set forth in this Agreement.
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3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from August 19, 2025 to June 30, 2026 unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than four additional one- year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed Four Hundred and Forty-Six Thousand One Hundred and Thirty-Eight ($446,138) without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.2.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.2.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.2.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 807
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Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.2.6 Automated Clearing House (“ACH”) payments It is the City’s policy to pay its consultant invoices via electronic fund transfers through the ACH network. All payments due and owing pursuant to a properly issued and correct invoice or under this Agreement shall be made through electronic ACH transfers, unless otherwise agreed upon by both Parties in writing.

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

3.3 Responsibilities of Contractor.

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

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.3.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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

3.3.4 City’s Representative. The City hereby designates Andy Marquez, Utilities Operations Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement except for increasing compensation.

Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
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3.3.5 Contractor’s Representative. Contractor hereby designates Noah Bischof- Sales Manager, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

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

3.3.8 Period of Performance.

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

3.3.8.2 Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Services); (4) strikes and other organized labor 809
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action occurring at the site and the effects thereof on the Services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subconsultants, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the Services and Agreement.

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

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

3.3.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.3.10 Laws and Regulations; Employee/Labor Certifications.

3.3.10.1 Compliance with Laws. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.2 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any 810
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such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.3.10 or any of its sub- sections.

3.3.10.3 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.3.10.1.

3.3.10.4 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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

3.3.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.7 Water Quality.
(A) To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the 811
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Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Colorado River Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.3.11 Insurance

3.3.11.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.3.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions 812
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limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.3.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Ontario, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance, deductible, or self-insurance shall be called upon to protect it as a named insured. Any insurance, deductible, or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified 813
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minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance, deductible, or self- insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Policy shall contain or be endorsed to contain such provisions. Notwithstanding the minimum limits set forth in Section 3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.3.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.3.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, 814
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and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.3.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.3.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.3.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.3.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3.13 Bonds.

3.3.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.3.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor 815
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shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.3.13.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.3.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.3.14 Work Site.

3.3.14.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.3.14.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.3.15 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City. 816
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3.3.16 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) 817
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and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.4.2 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable.

3.4.3 Registration/DIR Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

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

3.5 Termination of Agreement.

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

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

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 818
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3.6 Indemnification.

3.6.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.6.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.7 General Provisions.

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

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, 819
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and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

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

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

Contractor:

Hydropro Solutions
1180 East Francis Street, Building F
Ontario, California 91761
Contact: Noah Bischof- Sales Manager

City:

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

3.7.4 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

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

3.7.5 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action. 820
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BB&K (2024) - 16 - MAINTENANCE SERVICES AGREEMENT

3.7.6 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.7 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.7.8 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.9 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

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

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

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

3.7.13 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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

3.7.15 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this 821
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BB&K (2024) - 17 - MAINTENANCE SERVICES AGREEMENT

Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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

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

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

3.7.19 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

SIGNATURES NEXT PAGE

822
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BB&K (2024) - 18 - MAINTENANCE SERVICES AGREEMENT

SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO

AND HYDROPRO SOLUTIONS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF ONTARIO Hydropro Solutions
By:

Its:

Printed Name:

By:

Its:

Printed Name:

____________________________________
Contractor’s License Number and
Classification

____________________________________
DIR Registration Number
Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

823
46700.00100\40935194.1

BB&K (2024) Exhibit D-1 MAINTENANCE SERVICES AGREEMENT

824
Exhibit A-1

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

EXHIBIT "A"

SCOPE OF SERVICES

NETWORK INFRASTRUCTURE MAINTENANCE AGREEMENT
Purchase of Equipment. Customer (City of Ontario) shall purchase all Equipment from HydroPro Solutions, Inc. to the terms and conditions (including any warranties on such Equipment) agreed by Customer and HydroPro Solution’s. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed to by Customer and HydroPro Solution’s. If Customer elects to purchase any equipment or services directly from HydroPro Solutions. or 1f Customer pays any fees or other costs to HydroPro Solutions, then HydroPro Solution’s Terms of Sale shall apply. The "Terms of Sale" are available by calling 1-909-977- 1123 or may be found online at the HydroPro Solutions website.

Purchase of Coverage. Maintenance Coverage for RF Field Equipment may be purchased anytime for equipment, so long as, at the time Maintenance Coverage is purchased, such equipment is covered under HydroPro Solution's written Consolidated Warranty. The terms of this Agreement become effective upon payment by the Customer for Maintenance Coverage, the "Effective Date". The customer will be Invoiced for Maintenance Coverage for RF Field Equipment 30 days prior to the expiration of the one-year standard warranty as covered by HydroPro Solution’s written Consolidated Warranty.

Maintenance Coverage for RF Field Equipment may be purchased on a per-unit basis as follows:

Resource Number **Annual Fee(s) Coverage Provided
RHS-ALL-F-BS-SS $5,900.00 One (1) Allegro Base Station
RHS-ALL-F-BS-ALCSS $415.00 One (1) Standard / Solar Repeater RHS-ALL-F-BS-ALCPC $108.00 One (1) Photocell Repeater

**Pricing Escalations for above Annual Fee(s):

Year 1 (Current Year) - Pricing above is good through June 30th, 2026 Year 2 – 4% Increase on Year 1 Escalation from July 1st, 2026 thru June 30th, 2027 Year 3 – 4% Increase on Year 2 Escalation from July 1st, 2027 thru June 30th, 2028 Year 4 – 4% Increase on Year 3 Escalation from July 1st, 2028 thru June 30th, 2029 Year 5 – 4% Increase on Year 4 Escalation from July 1st, 2029 thru June 30th, 2030 .

Equipment Maintenance.

1. Preventive and Corrective Maintenance. For RF Field Equipment for Which Customer has purchased coverage under the Agreement ("Covered Equipment"), HydroPro Solutions shall (1) perform the preventive Maintenance Services that it determines is reasonably necessary to maintain such equipment In Operational Condition (defined below), and (2) diagnose and correct any failure in such equipment as necessary to meet Operational Condition (excluding minor cosmetic deficiencies such as blemishes, dents or scratches) in accordance with its written warranty procedures. The term “Operating Condition" means capable or performance in accordance with HydroPro Solution's published specifications.

For Covered Equipment, HydroPro Solutions will perform the preventive Maintenance Services below:
a. Every two (2) years, inspection of the site and the “Covered Equipment;” b. System wide network health performance check, from the remote central office location; and,
825
Exhibit A-2

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

c. Limited technical support, limited AMI system integration support, and AMI network troubleshooting.

2. Customer Preventive and Corrective Maintenance Responsibilities. Customer shall keep accurate records of Equipment serial numbers, locations, and maintenance activity as outlined in Exhibit A of the Allegro Troubleshooting and Maintenance Guide to assist HydroPro Solutions With the maintenance services. The customer shall provide reasonable assistance during remote troubleshooting activities.

3. Exclusions. The services described herein do not include repairs related to:
a. damage due to external causes, including accident, abuse, misuse, problems with electrical power, acts of God, usage not in accordance with product instructions or in a configuration not approved by HydroPro Solutions.
b. services (including installation or de-installation) not performed or authorized by HydroPro Solutions: or,
c. use of parts, configurations or repair depots not certified by HydroPro Solutions. d. Customer's failure to perform troubleshooting and maintenance responsibilities in accordance with this Agreement and as outlined in Exhibit A. e. Products for which HydroPro Solutions has discontinued Maintenance Services. For any discontinued product, HydroPro Solutions will take commercially reasonable efforts to make available suitable replacement product.

4. Restoring Covered Equipment to Maintenance Agreement. If Customer discontinues or falls to purchase coverage after the end of the original warranty period, discontinues maintenance for any Covered Equipment or has equipment serviced or repaired by a third company that is not HydroPro Solutions certified, and thereafter wishes to add such equipment as Covered Equipment, HydroPro Solutions reserves the right to (1) inspect such equipment to determine whether it is In Operating Condition and/or (2) charge its current recertification fee, in addition to any fees associated with infrastructure maintenance coverage, prior to such equipment being included as Covered Equipment. HydroPro Solutions reserves the right to, at its sole discretion, reject inspected RF Field Equipment for Inclusion as Covered Equipment under this Agreement.

5. Replacement Equipment. For RF Field Equipment for which Customer has purchased coverage under the Agreement ("Covered Equipment''), HydroPro Solutions shall provide & install refurbished equipment that has been previously repaired & certified by HydroPro Solutions at no additional cost to Customer. Upon shipment date of refurbished equipment, which establishes the Anniversary Date, the City of Ontario will have 90 days to return failed covered equipment, with shipping costs covered by HydroPro Solutions. Failed equipment then becomes the property of HydroPro Solutions upon receipt. In the event that 90 day return deadline is not met, the customer will be billed for replacement equipment at current list price. In the event of an Rf Field Equipment failure covered under HydroPro Solutions written consolidated warranty terms ("Covered Equipment") HydroPro Solutions shall provide & install new equipment.

General Terms and Conditions
A. Effective Date. The term of this Agreement will commence on the Effective Date and continue for a period of 1 (one) year "Initial Term"
826
Exhibit A-3

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

B. Renewal. Upon expiration of the Initial Term, this Agreement can be renewed for three (3) additional one-year terms, unless the customer provides written notice of non-renewal at least 60 days prior to the end of the current term (each a "Renewal Term" and together with the Initial Term, the "Term"). If the Term is renewed for any Renewal Term pursuant to this Section, the terms and conditions of this Agreement during such Renewal Term shall be the same as the terms and conditions in effect Immediately prior to such renewal, subject to any change In the fees payable hereunder by Customer during the applicable Renewal Term. If either Party provides timely notice of Its intent not to renew this Agreement. then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.

C. Limitation of Liability, Maximum Liability. EXCEPT AS OTHERWISE PROVIDED IN NO

EVENT SHALL HYDROPRO SOLUTIONS'S AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH

OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TOTAL AMOUNT PAID TO HYDROPRO SOLUTIONS PURSUANT TO THIS AGREEMENT. THE FOREGOING

LIMITATIONS SHALL APPLY EVEN IF THE CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SETS

FORTH HYDROPRO SOLUTIONS'S SOLE LIABILITY AND ENTIRE OBLIGATION AND THE

CUSTOMER'S EXCLUSIVE REMEDY FOR ANY ACTION THAT IS BROUGHT AGAINST HYDROPRO SOLUTIONS.

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT

SHALL HYDROPRO SOLUTIONS OR ANY OF ITS BUSINESS PARTNERS BE LIABLE TO THE

CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR

BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, COST OF

CAPITAL, COST OF SUBSTITUTE EQUIPMENT, DOWNTIME COSTS, ANY IN/OUT COSTS,

MANUAL METER READ COSTS AND EXPENSES, WHETHER ARISING OUT OF BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF

WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HYDROPRO SOLUTIONS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

D. Termination. Either party may terminate this Agreement prior to the expiration of the Term if the other party commits a material breach of this Agreement and such material breach is not cured within sixty (60) days of written notice by the other party. Upon any expiration or termination of this Agreement, HydroPro Solution’s and Customer's obligations hereunder shall cease. 827
Exhibit A-4

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

E. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, explosion, or any other natural or manmade disaster or catastrophe; (c) war, invasion. hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) enactment. issuance, or operation of any municipal, county, state, or federal law. ordinance or executive, administrative, or judicial regulation, order or decree; (e) actions, embargoes or blockades In effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency. The party suffering a Force Majeure Event shall give notice to the other party. stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

F Confidentiality. Both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third party, except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law, court order or regulation. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the foregoing. "Confidential Information” shall not include; (i) any information that is in the public domain other than due to Recipient's breach of this Agreement; (ii) any information in the possession of the Recipient without restriction prior to disclosure by the Discloser, or (iii) any information independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. “Discloser" means either party that discloses Confidential Information, and "Recipient" means either party that receives it.

G Non-Waiver of Rights. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

H. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both Customer and by a vice president (or higher) of HydroPro Solutions.

I. Survival. The provisions or this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration.

J. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision Is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as p05sible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extend possible.
828
Exhibit A-5 MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

K Warranties/Disclaimers
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET

FORTH IN THIS AGREEMENT, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND HYDROPRO SOLUTIONS HEREBY DISCLAIMS ALL

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND

PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-

INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HYDROPRO

SOLUTIONS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR

HYDROPRO SOLUTIONS MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE

THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS,

OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE

COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES,

EXCEPT IF ANO TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICA TIOHS,

OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD.PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY

REPRESENTATIONOR WARRANTY OF OR CONCERNING ANY THIRD PARTY

MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

Definitions
A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "control" of an entity means the ownership, directly or indirectly, of 50% or more of either; (1) the shares or other equity In such entity; or (2) the voting rights in such entity.

B. "Allegro Base Station" identifies the Master Meter manufactured device consisting of one transceiver, lo be located on a tower that receives readings from the Allegro RF Endpoints (either directly or via an Allegro Repeater) by radio frequency and passes those readings to the Head End Communication Server by TCP/IP backhaul communication.

C. "Allegro RF Endpoints" identifies the Master Meter transmission devices installed on devices such as meters, distribution automation equipment and demand/response devices located at Customer's End Users' premises that take the readings of the meters and transmit those readings by radio frequency to the relevant Allegro Base Station or Allegro Repeater.

D. "Allegro Repeater" identifies the Master Meter manufactured device consisting of one transceiver, located on utility poles which relay a single transmission between the Allegro RF Endpoints and the Allegro Base Station.

E. "AMI System" identifies the Master Meter Allegro Advanced Meter Infrastructure (AMI) System comprised of the Allegro RF Endpoints, the RF Field Equipment, Software licenses, FCC licenses, and other equipment provided to Customer hereunder. The AMI System only includes the
829
Exhibit A-6

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

foregoing as provided by Master Meter. The AMI System does not include goods, equipment. software, licenses or rights provided by a third party or parties to this Agreement.

F "Confidential Information" means any and all non-public information of either party, including the terms of this agreement, all technical information about either party's products or services, pricing Information. marketing and marketing plans, Customer's End Users' data, AMI System performance, AMI System architecture and design. AMI System software, other business and financial information of either party, and all trade secrets of either party.

G. "End User" means any end user of water that pays Customer for the consumption of water.

H. "Head End Communication Server'' identifies the communication server consisting of software used to gather, store. and report data collected by the Allegro Base Stations from the Allegro RF Endpoints.

I. "Intellectual Property" means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights. specifications, drawings, designs, moral rights, author's rights, and other intellectual property rights. including any derivations and/or derivative works, as may exist now or hereafter come into existence. and all renewals and extensions thereof. regardless of whether any of such rights arise under the laws of the United States or of any other state, country or Jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.

J. "RF Field Equipment'' means, collectively, Allegro Base Stations and Allegro Repeaters. 830
Exhibit B-1

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

EXHIBIT "B"

SCHEDULE OF SERVICES
Services will be performed in a satisfactory manner as outlined to the service level agreement below as outlined by Contractor:

SERVICE LEVEL AGREEMENT

Technical Support Process
1) Customer calls Master Meter System Technical Support (STS) at (800) 928-6388 to report a potential hardware/software problem
2) STS will provide initial trouble shooting analysis to determine if the problem is Allegro Hardware Infrastructure or Harmony related (Tier 1) 3) Harmony issue are covered by the Master Meter User License agreement. 4) STS ensures customer is participating in the HydroPro Solutions Allegro Maintenance System 5) STS escalates the issue to Tier 2 support for further analysis 6) Tier 3 support will contact customer to assign severity level (See Table x) and work the issue until satisfactory work around or system fix is completed. Tier 3 support can also be initiated by Master Meter system monitoring and the problem is detected prior to customer notification.

The above process is not necessarily sequential, critical issues can be immediately assigned to a tier 3 hardware specialist.

Severity Levels:

Customer
Support Tier
Definition Initial Target
Response Time
Potential Resolutions

1 Customer service call is
answered by qualified
Technical Service Specialist.

The issue is reported,
recorded and resolved or
escalated to the next support
tier.

The assumption ls that
resources are available
during the contractual
service hours, as necessary,
to collaborate on a
workaround or fix.

30 mins

Satisfactory workaround is
identified
Fix is identified
Problem escalated to next
support tier

2 A senior technical service
specialist reviews the reported problem.

The assumption is that
resources are available during
the contractual service hours,
as necessary, to collaborate
on a workaround or fix.

1 business day

Satisfactory workaround is
identified

Fix is identified
Problem escalated to next
support tier

3 A hard specialist is assigned
to analyze the problem. This specialist will assign the severity level of the
hardware issue and address the issue to its final
resolution.

See Service
Levels.

Satisfactory workaround is identified
Fix is identified hardware
replaced under contract terms
and conditions
831

Response and Resolution Targets:

Severity Definition Initial Target
Response Time
Note: After a
clear
documentation
of the problem is established
Subsequent Target
Response or
Escalation Time
Subsequent Target
on Site Visit Time
Severity 1
(Critical)
A Severity 1 (Critical) issue indicates
the Allegro system ls completely shut
down, or there Is a Deployment
problem identified. or Utility customer
complaint escalated within the Master
Meter issue system that system.

Master Meter will promptly initiate the
following procedures:
• Assigns speclalist (s) to correct
the issue on an expedited basis.
• Provides ongoing communication
on the status

• HydroPro Solutions team
immediately begins Work to
duplicate the problem, identify
root cause and provide a fix or
temporary workaround.

The assumption is that resources
are available during the
contractual service hours, as
necessary, to collaborate on a
workaround or fix.
4 Hours 2 Business Days 10 Business Days
Severity 2
(High)
A Severity 2 (High) issue indicate the
Allegro system is functioning but
severely impacted with limited
capabilities, or is unstable with major
periodic interruptions; or a Utility
customer complaint escalated in
Master Meter’s issue system indicates
that there is an issue that is slowing or
impacting the billing process in some
way or is impacting the ability of the
Utility to provide their normal level of
customer service including product
installation and troubleshooting.

HydroPro Solutions assigns a
specialist and provides additional,
escalated procedures as determined
necessary by HydroPro Solutions
support services staff, similar to the
escalation above but with extended
timeframes.

HydroPro Solutions exercises
commercially reasonable efforts to
provide a workaround or include a fix
for the Severity 2 issue in the next
maintenance release.
1 Business Day 4 Business Days
Severity 3
(Medium)
A Severity 3 (Medium) issue indicates
the production system is still
functioning but capabilities are
3 Business Days 10 Business Days or
as determined after
first discussed

832

moderately impacted, or the system is
unstable with minor periodic
interruptions or a minor loss of product
functionality. There is a medium-to-low
impact on the business, but the
business continues to function,
including by using a procedural
workaround.

HydroPro Solutions exercises
commercially reasonable efforts to
include a fix for the Severity 4 issue in
a future maintenance release.

Severity 4
(Low)
A Severity 4 (Low) issue is a general
usage question, request for
information, reporting of a
documentation error. or
recommendation for future product
enhancement or modification. There is
a low-to-no impact on the business or
the performance or functionality of the
system.

HydroPro Solutions exercises
commercially reasonable efforts to
include a fix for the Severity 4 issue in
a future maintenance release.
5 Business Days 20 Business Days or
as determined after
first discussed

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

Exhibit B-3
833

EXHIBIT "C"

COMPENSATION
Annual charges are based on a per station basis, as outlined by HydroPro Solutions below.

Resource Number **Annual Fee(s) Coverage Provided
RHS-ALL-F-BS-SS $5,900.00 One (1) Allegro Base Station
RHS-ALL-F-BS-ALCSS $415.00 One (1) Standard / Solar Repeater RHS-ALL-F-BS-ALCPC $108.00 One (1) Photocell Repeater

**Pricing Escalations for above Annual Fee(s):

Year 1 (Current Year) - Pricing above is good through June 30th, 2026 Year 2 – 4% Increase on Year 1 Escalation from July 1st, 2026 thru June 30th, 2027 Year 3 – 4% Increase on Year 2 Escalation from July 1st, 2027 thru June 30th, 2028 Year 4 – 4% Increase on Year 3 Escalation from July 1st, 2028 thru June 30th, 2029 Year 5 – 4% Increase on Year 4 Escalation from July 1st, 2029 thru June 30th, 2030

MAINTENANCE SERVICES AGREEMENT
BB&K (2024)
46700.00100\40935194.1

Exhibit C-1
834

(BB&K 2023) 1 Goods and Equipment Agreement

CITY OF ONTARIO

GOODS AND EQUIPMENT PURCHASE AGREEMENT
This Goods and Equipment Purchase Agreement (“Agreement”) is made and entered as of _______________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California (“City”), and HYDROPRO SOLUTION, a LLC with its principal place of business at 1180 E Francis St Suite F, Ontario, CA 91761 (“Supplier”). City and Supplier are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

Section 1. DEFINITIONS.

A. “Goods” means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit “A,” attached hereto and incorporated herein by reference.

B. “Delivery Date(s)” means that date or dates upon which the Goods is to be delivered to City, ready for approval, testing and/or use as specified in Exhibit “B.” Section 2. MATERIALS AND WORKMANSHIP.

When Exhibit “A” specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without City’s written approval. Machinery, equipment or material installed in the Goods without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit “A” as equal to any particular standard, City will decide the question of equality. When requested by City, Supplier will furnish City with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Goods. 835

(BB&K 2023) 2 Goods and Equipment Agreement

Material samples will be submitted at City’s request.

Section 3. INSPECTIONS AND TESTS.

City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City’s right to reject nonconforming goods, irrespective of City’s failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof.

Section 4. WARRANTY.

A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer’s warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under Section 7. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards.

B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. City’s inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this Section 4.B.

C. For any breach of the warranties contained in Section 4.A and Section 4.B, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier’s own expense and without cost to City:

1. Repair the defective Goods;

2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or

3. Repay to City the purchase price of the defective Goods.

If City selects repair or replacement, any defects will be remedied without cost to City, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair or replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City.
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(BB&K 2023) 3 Goods and Equipment Agreement

D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

E. In the event of a breach by Supplier of its obligations under this Section 4, City will not be limited to the remedies set forth in this Section 4, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code.

Section 5. PRICES.

Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination.

Section 6. CHANGES.

City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City’s requirements and specifications. If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier.

Section 7. PAYMENTS.

A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods.

B. If Progress Milestones have been specified in Exhibit “B,” then payments for the Goods will be made as the requirements of such Progress Milestones are met. Progress payments for the Goods will be made by City upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit “B.” Supplier’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “B” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “B” or a change order, must have subcontractor and/or supplier invoices attached to Supplier’s invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle. 837

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C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect City against any liability arising out of Supplier’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier’s expense.

D. Payment of the final Progress Milestone payment or any retention will be made by City upon:

1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “B” and in the amount associated with the Progress Milestone;

2. Written acceptance of the Goods by City;

3. Delivery of all drawings and specifications, if required by City;

4. Delivery of executed full releases of any and all liens arising out of this Agreement; and

5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full.

If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City.

E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section 7.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.

Section 8. SCHEDULE FOR DELIVERY.

A. The time of Supplier’s performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit “B.” Supplier must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule.
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(BB&K 2023) 5 Goods and Equipment Agreement

B. In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s).

Section 9. TAXES.

A. Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement.

B. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld.

C. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier.

D. Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder.

Section 10. INDEPENDENT CONTRACTOR.

Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect.

Nothing in this Agreement shall be construed to be inconsistent with this relationship or status.

All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement.

Section 11. SUBCONTRACTS.

Unless otherwise specified, Supplier must obtain City’s written permission before subcontracting any portion of the Goods. Except for the insurance requirements in Section 13.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Goods, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Supplier from its obligations to City, including, but not limited to Supplier’s insurance and indemnification obligations. No subcontract or order will bind City.
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(BB&K 2023) 6 Goods and Equipment Agreement
Section 12. TITLE AND RISK OF LOSS.

Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall remain with Supplier until such Goods has been delivered or City has taken possession thereof. Supplier will have risk of loss or damage to Supplier’s property used in the construction of the Goods but which does not become a part of the Goods.

Section 13. INDEMNIFICATION.

A. Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the City.

B. Supplier’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers shall be at Supplier’s own cost, expense, and risk.

Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

C. Supplier’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

Section 14. INSURANCE.

A. General. Supplier shall take out and maintain:

1. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01;
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(BB&K 2023) 7 Goods and Equipment Agreement

2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $2,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto);

3. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and

4. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000.

B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage.

The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status on commercial general liability and automobile liability insurance with the endorsements. Such policies shall contain a provision stating that Supplier’s policy is primary insurance and that any insurance, deductible, or self-insurance maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

C. Cancellation. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds
D. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City.

E. Evidence of Insurance. Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before delivery commences. The 841

(BB&K 2023) 8 Goods and Equipment Agreement

City reserves the right to require complete, certified copies of all required insurance policies, at any time.

F. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

G. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods.

Section 15. LIENS.

A. Supplier, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant.

B. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims.

Section 16. TERMINATION OF AGREEMENT BY CITY.

A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier. In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered. If City’s cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City.

B. City may, for its own convenience, terminate Supplier’s right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated.

C. On receipt of notice under Section 16.B, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise, 842

(BB&K 2023) 9 Goods and Equipment Agreement

1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods,

2. Unless otherwise directed by City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and

3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site.

D. Upon termination pursuant to Section 16.B, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to Section 7.C.

Section 17. FORCE MAJEURE
A. Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting goods described herein if such failure or delay is due to a Force Majeure Event.

B. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

C. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement.

Section 18. MISCELLANEOUS PROVISIONS.

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

CITY: SUPPLIER:
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(BB&K 2023) 10 Goods and Equipment Agreement

City of Ontario
303 East “B” Street
Ontario, CA 91764
Attn: Andy Marquez -
Utilities Operations Manager

HYDROPRO SOLUTIONS
1180 E Francis St Suite F Ontario, CA 91761
Derek Chester - President
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City.

C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

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

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

F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

G. Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys’ fees.

H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

I. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
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(BB&K 2023) 11 Goods and Equipment Agreement

J. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.

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

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

M. City’s Right to Employ Other Suppliers. City reserves its right to employ other contractors in connection with the Goods.

N. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing.

SIGNATURES ON FOLLOWING PAGE

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SIGNATURE PAGE TO GOODS AND EQUIPMENT PURCHASE AGREEMENT

BETWEEN THE CITY OF ONTARIO

AND HYDROPRO SOLUTIONS

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF ONTARIO HYDROPRO SOLUTIONS
By:

Its:

Printed Name:

By:

Its:

Printed Name:

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

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

Assistant City Clerk

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(BB&K 2023) Exhibit A - 1 Goods and Equipment Agreement

Exhibit A
Goods Specifications

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(BB&K 2023) Exhibit B - 1 Goods and Equipment Agreement

Exhibit B
Delivery Schedule

AS NEEDED BASIS
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(BB&K 2023) Exhibit C - 1 Goods and Equipment Agreement

Exhibit C
Fee Schedule
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