Agenda packet — Ontario City Council, September 2, 2025

CITY OF ONTARIO
Regular City Council/Housing
Authority/Ontario Public Financing Authority
Meeting

SEPTEMBER
2, 2025
City Hall
303 East B Street, Ontario, CA 91764

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

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL

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

To submit written public comments by email, please send your name, the agenda item you are commenting on, and your comments to
[email protected]
. The public comment
submission window opens at the time the agenda is published and remains open until 4:00 p.m. on the day of the meeting. All comments received during this timeframe will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record.

Anyone wishing to speak in person during public comment or on a particular item will be required to ﬁll out a blue slip. Blue slips must be turned in prior to public comment beginning or before an agenda item is taken up. The Clerk will not accept blue slips after that time.

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

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

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

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

ACCOMMODATIONS

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

ORDER OF BUSINESS

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

CALL TO ORDER
(OPEN SESSION)

ROLL CALL

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

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

PLEDGE OF ALLEGIANCE
Council Member Porada

INVOCATION
Pastor Richard Hernandez, The Church of God Ontario
PUBLIC COMMENTS 6:30 P.M.

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

As previously noted -- if you wish to address the Council, ﬁll out one of the blue slips at the rear of the chambers and give it to the City Clerk.

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

1. APPROVAL OF MINUTES

ATTACHMENT:

20250730(S) Meeting Minutes (Not Official Until Approved).docx

ATTACHMENT:

20250805 (S) Meeting Minutes (Not Official Until Approved).docx

ATTACHMENT:

20250805 C Minutes (Not Official Until Approved).docx

2. BILLS & PAYROLL

3. A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND THE CITY OF

RANCHO CUCAMONGA FOR PAVEMENT REHABILITATION OF THE VINEYARD AVENUE AND

EIGHTH STREET INTERSECTION

ATTACHMENT:

Exhibit A - Vineyard Eighth Map.pdf

ATTACHMENT:

AGR Rancho Ontario Agreement_Vineyard-Eighth Intersection

To submit written public comments by email, please send your name, the agenda item you are commenting on, and your comments to
[email protected]
.

The public comment
submission window opens at the time the agenda is published and remains open until 4:00 p.m. on the day of the meeting. All comments received during this timeframe will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record.

AGENDA REVIEW/ANNOUNCEMENTS

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

CONSENT CALENDAR

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

Minutes for the special meetings of the City Council and Housing Authority of July 30, 2025 and August 5, 2025, and cancelled regular meetings of August 5, 2025, and approving same as on file in the Records Management Department.

Bills July 31, 2025 through August 7, 2025, and Payroll July 13, 2025 through July 26, 2025.

That the City Council authorize the City Manager, or his designee, to execute a Reimbursement Agreement between the City of Ontario and the City of Rancho Cucamonga for the pavement rehabilitation of the Vineyard Avenue and Eighth Street intersection, estimated to be $176,484.

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

4. AUTHORIZE THE RENEWAL OF THE CITY'S GEOGRAPHIC INFORMATION SYSTEM SOFTWARE LICENSE AGREEMENT WITH ESRI, INC.

ATTACHMENT:

ESRI_Renewal_Q-553536.pdf

5. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH INLAND EMPIRE

STAGES, LTD, FOR CHARTER BUS TRANSPORTATION SERVICES

ATTACHMENT:

Inland Empire Stages, LTD Amendment.docx

6. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH J6D INC, FOR CUSTOM

APPAREL SERVICES

ATTACHMENT:

J6D Goods and Services Amendment.pdf

7. OPTING INTO A SETTLEMENT AGREEMENT WITH PURDUE PHARMA, L.P. AND THE SACKLER FAMILY

ATTACHMENT:

Exhibit A
- Purdue_Sackler Settlement Agreement.pdf

8. A CONSTRUCTION CONTRACT WITH BOGH CONSTRUCTION LLC FOR THE CONSTRUCTION

OF THE DE ANZA PARK RENOVATION PROJECT
That the City Council authorize the City Manager, or his designee, to execute the renewal of the City's Geographic Information System (GIS) software Agreement with ESRI, Inc., of Redlands, CA, for annual licensing and maintenance support, for a total contract not-to-exceed of $643,632 for a three-year term.

That the City Council authorizes the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Inland Empire Stages, Ltd., increasing the contract by $244,000 for a new total not-to-exceed amount of $384,000, and extend the contract term to June 30, 2027.

That the City Council authorize the City Manager or his designee to execute Amendment No. 1 to the Goods and Services Agreement with J6D, Inc. of Ontario, California, in the amount of $200,000 for a total not-to-exceed contract amount of $500,000, and extend the contract term to October 16, 2027.

That the City Council authorize the City Manager, or his designee, to opt into a Settlement Agreement with opioid distributors, Purdue Pharma, L.P. and the Sackler Family, and authorize the City Manager to execute any documents necessary to implement the action.

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute a Construction Contract for D&C25-001 De Anza Park Renovation with Bogh Construction LLC, of Beaumont, California, for the De Anza Park Renovation Project for a total contract amount of $11,541,198 plus a 10% contingency of $1,154,120, for a total contract amount not-to- exceed $12,695,318; and
B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

ATTACHMENT:

Contract - Bogh Construction.pdf

9. A MAINTENANCE SERVICES AGREEMENT WITH T.E. ROBERTS INC. FOR ON-CALL SERVICES

FOR WATER DISTRIBUTION AND SEWAGE COLLECTION SYSTEM REPAIRS

ATTACHMENT:

20250902 MSA with T.E. Roberts^04 AGMT.pdf

10. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH FUEL SERV, INC. FOR

FUEL SITE EQUIPMENT MAINTENANCE AND ON-CALL SERVICES

ATTACHMENT:

2. Fuel Serv - Amendment No. 1.pdf

11. AUTHORIZE THE PURCHASE OF SPECIALIZED LAW ENFORCEMENT SAFETY EQUIPMENT

WITH AARDVARK

ATTACHMENT:

Quotation - SQ22194

12. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH ASSETWORKS, INC.

FOR FLEET MAINTENANCE, REPAIR, DATA TRACKING SOFTWARE, AND DATA RETENTION

ATTACHMENT:

Ontario CA FA Maint Renewal July 2025_3yr.pdf

13. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH JUNIPER GROUP,

LLC FOR LEADERSHIP COACHING AND EMPLOYEE DEVELOPMENT SERVICES assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and ﬁling a notice of completion at the conclusion of all construction-related activities.

That the City Council authorize the City Manager, or designee, to execute a one-year Maintenance Services Agreement with T.E. Roberts Inc., of Irvine, California, for on-call water distribution and sewage collection system repairs in the amount of $1,200,000 from September 2, 2025 to June 30, 2026, with the option to extend the agreement for up to four successive one-year periods for a total not-to-exceed $6,630,750.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Maintenance Services Agreement with Fuel Serv, Inc., of Montclair, California, for fuel site equipment maintenance and on-call services in the amount of $600,000, for a total not-to- exceed contract amount of $750,000, and exercising the remaining four option years extending the term to September 30, 2029.

That the City Council authorize the City Manager or his designee to execute the one-time purchase of specialized law enforcement safety equipment through Aardvark, with its principal place of business in La Verne, California, for an amount not to exceed $187,684.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 2 to the Maintenance Services Agreement with AssetWorks, Inc., of Wayne, Pennsylvania, for the ﬂeet maintenance, repair, data tracking software, and data retention in the amount of $198,142 for a total not-to-exceed amount of $345,485 over the five-year term.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 4 to the Professional Services Agreement with Juniper Group, LLC, of Annapolis, Maryland, for CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5

ATTACHMENT:

Amendment No 4_Juniper Group LLC..pdf

14. A PUBLIC HEARING TO APPROVE
FILE NO. PUD23-001
, A PLANNED UNIT DEVELOPMENT
ON 0.37-ACRE OF LAND LOCATED AT 111 NORTH MONTEREY AVENUE

ATTACHMENT:

20250902 File No. PUD23-001 01 PC Back-up.pdf

ATTACHMENT:

20250902 File No. PUD23-001 02 ORD RM

ATTACHMENT:

20250902 File Nos. PUD23-001 PDEV23-018 03 PUD.pdf

15. LEASE FINANCING PLAN FOR THE PROPOSED ACQUISITION OF PARK LAND AT THE

SOUTHWEST CORNER OF PARK VISTA DRIVE AND ARCHIBALD AVENUE leadership coaching and employee development services in the amount of $175,000 for a total not-to-exceed amount of $325,000.

PUBLIC HEARINGS

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

That the City Council introduce and waive further reading of an Ordinance approving File No.

PUD23-001, the Monterey Avenue Planned Unit Development, establishing development standards, design guidelines, and infrastructure requirements to facilitate a commercial development at 111 North Monterey Avenue.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PUD23-001, A PLANNED UNIT DEVELOPMENT TO ESTABLISH DEVELOPMENT

STANDARDS, DESIGN GUIDELINES, AND INFRASTRUCTURE REQUIREMENTS FOR PROPERTY LOCATED AT 111 NORTH MONTEREY AVENUE, WITHIN LUA-3 (HOLT BOULEVARD) OF THE MU- 1 (DOWNTOWN MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF —APN: 1048-523-15.

That the City Council authorize the City Manager, or his designee, to execute all documents required for the completion of the lease-leaseback ﬁnancing within the authorization limits and adopt a Resolution approving:

A
.

The ﬁnancing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and B
.

The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C
.

The Site and Facility Lease between the City of Ontario and Ontario Public Finance Authority

That the Ontario Public Finance Authority authorize the Executive Director, or his designee, to CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

Ontario Park Acquisition-Resolution of the City Authorizing Financing

ATTACHMENT:

Ontario Park Acquisition-Resolution of Authority Authorizing Financing

ATTACHMENT:

Ontario Park Acquisition - Lease Agreement 03.docx

ATTACHMENT:

Ontario Park Acquisition - Site and Facility Lease 04.docx

ATTACHMENT:

Ontario Park Acquisition - Assignment Agreement 05.docx execute all documents required for the completion of the lease-leaseback ﬁnancing within the authorization limits and adopt a Resolution approving:

A
.

The ﬁnancing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and B
.

The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C
.

The Site and Facility Lease between the City of Ontario and Ontario Public Finance Authority; and
D
.

The Assignment Agreement between the Ontario Public Finance Authority and SC Ontario Development Company, LLC.

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

PROCEEDINGS AND AGREEMENTS RELATING TO THE FINANCING OF PUBLIC CAPITAL

IMPROVEMENTS FOR PUBLIC PURPOSES, APPROVING PREPARATION AND AUTHORIZING OFFICIAL ACTIONS.

A RESOLUTION OF THE ONTARIO PUBLIC FINANCING AUTHORITY, OF THE CITY OF ONTARIO,

CALIFORNIA, AUTHORIZING A LEASE FINANCING IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $21,829,500 IN CONNECTION WITH THE FINANCING OF PUBLIC CAPITAL

IMPROVEMENTS, AUTHORIZING AND DIRECTING EXECUTION OF A SITE AND FACILITIES LEASE,

LEASE AGREEMENT, ASSIGNMENT AGREEMENT AND AUTHORIZING OFFICIAL ACTIONS AND EXECUTION OF RELATED DOCUMENTS.

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

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

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

ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
JULY 30, 2025
(Not Official Until Approved)
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS

The special meetings of the Ontario City Council and Housing Authority were held on Wednesday, July 30, 2025 at Ontario City Hall, 303 E. B Street Ontario, California.

OPEN MEETING CALLED TO ORDER

Mayor Leon called the joint meetings to order at 1:00 p.m.

ROLL CALL

PRESENT: Mayor/Chairman: Paul S. Leon
Mayor pro Tem/Vice Chair: Alan D. Wapner
Council/Authority Members: Jim W. Bowman, Debra Porada, and Daisy Macias

ABSENT: Council/Authority Members: None

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

INFORMATION RELATIVE TO POSSIBLE CONFLICTS OF INTEREST

Mayor pro Tem Wapner announced a conflict out of an abundance of caution and excused himself from the meeting at 1:01 p.m.

AGENDA REVIEW/ANNOUNCEMENTS

City Manager Ochoa made no announcements.

CLOSED SESSION

Mayor Leon inquired whether persons were present who wished to speak to the Closed Session items. Hearing no one, City Attorney Duran announced the matter for discussion as listed on the agenda. Mayor Leon recessed to Closed Session at 1:02 p.m., for the discussion of the following:

GC 54 956.9 (d)(4), CONFERENCE WITH LEGAL COUNSEL, ANTICIPATED LITIGATION One (1) case

8 Ontario City Council/Ontario Housing Authority
Special Meeting Minutes – July 30, 2025

Page 2 of 2 ends

OPEN MEETING CALLED TO ORDER

Mayor Leon reconvened the meetings at 1:14 p.m.

ADMINSTRATIVE REPORTS/DISCUSSION/ACTION

1. TERMINATION APPEAL HEARING – BRADLEY NEUMANN

Emanuela Tala presented the City’s case and Bradley Neumann presented his case before the City Council.

PUBLIC COMMENT

Mayor Leon inquired whether persons were present who wished to comment, there were no written communications or speakers.

CLOSED SESSION

GC 54957, PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE

REPORT ON CLOSED SESSION
City Attorney Duran announced Council deliberated and directed Staff to prepare additional information for the item to be considered in Closed Session at a future meeting.

ADJOURNMENT

Mayor Leon adjourned the special meetings of the Joint Agencies at 2:33 p.m.

Respectfully submitted,

____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY

APPROVED:

_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
9 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
AUGUST 5, 2025
(Not Official Until Approved)
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS

The special meetings of the Ontario City Council and Housing Authority were held on Wednesday, August 5, 2025 at Ontario City Hall, 303 E. B Street Ontario, California.

OPEN MEETING CALLED TO ORDER

Mayor Leon called the joint meetings to order at 2:00 p.m.

ROLL CALL

PRESENT: Mayor/Chairman: Paul S. Leon
Mayor pro Tem/Vice Chair: Alan D. Wapner
Council/Authority Members: Jim W. Bowman, Debra Porada, Daisy Macias (Arrived at 2:05 p.m.)

ABSENT: Council/Authority Members: None.

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

INFORMATION RELATIVE TO POSSIBLE CONFLICTS OF INTEREST

There were no legal conflicts announced.

CLOSED SESSION

Mayor Leon inquired whether persons were present who wished to speak to the Closed Session items. Hearing no one, City Attorney Duran announced the matters for discussion as listed on the agenda. Mayor Leon recessed to Closed Session at 2:01 p.m., with the exception of Council Member Macias, for the discussion of the following:

GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 0210 -204-17; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: San Juan Owners LLC; Under negotiation: Price and terms of payment.

GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 0218 -122-10; 9175 East Chino Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: Ronald and Kristine Pietersma Family Trust; Under negotiation: Price and terms of payment.
10 Ontario City Council/Ontario Housing Authority
Special Meeting Minutes – August 5, 2025

Page 2 of 5 ends

GC 54956.9 (d)(4), CONFERENCE WITH LEGAL COUNSEL, ANTICIPATED LITIGATION One (1) case

OPEN MEETING CALLED TO ORDER

Mayor Leon reconvened the meetings at 2:34 pm.

PLEDGE OF ALLEGIANCE

The Pledge of Allegiance was led by Mayor pro Tem Wapner.

INVOCATION

Invocation was led by Pastor Anthony Riley of Mt. Zion Church of Ontario.

REPORT ON CLOSED SESSION

City Attorney Duran announced no reportable action regarding the first two items.

Regarding the anticipated litigation, Mr. Duran reported Council’s authorization for the City Attorney’s office to interact with Liberty Mutual Insurance company regarding Jay Littleton Field.

AGENDA REVIEW/ANNOUNCEMENTS

City Manager Ochoa made no announcements.

PUBLIC COMMENT

Assistant City Clerk Isbell announced five written comments:

Ken Braithwaite, regarding Jay Littleton Ballpark.

Jean Gambill, regarding a memorial at an accident site.

Joseph Anthony DePice, regarding Immigration and Customs Enforcement concerns.

Norman Cervantes, regarding Immigration and Customs Enforcement concerns.

Luis Nolasco, regarding Immigration and Customs Enforcement concerns.

Mayor Leon called upon the first speaker:

Tina Silva, gave a land acknowledgement and spoke regarding Immigration and Customs Enforcement concerns.

Bryan Sanchez, spoke regarding Immigration and Customs Enforcement concerns.

Joseph Anthony DePice, spoke regarding Immigration and Customs Enforcement concerns.

Dora Gomez, spoke regarding Immigration and Customs Enforcement concerns.

Anthony Pace, spoke regarding Immigration and Customs Enforcement concerns.

Javier Gomez, spoke regarding Immigration and Customs Enforcement concerns.

Michael Rios, spoke regarding Immigration and Customs Enforcement concerns.

Chrissy Turriciano, spoke regarding Immigration and Customs Enforcement concerns. 11 Ontario City Council/Ontario Housing Authority
Special Meeting Minutes – August 5, 2025

Page 3 of 5 ends

Martha Aragon, spoke regarding Immigration and Customs Enforcement concerns.

James Rendon, spoke regarding Immigration and Customs Enforcement concerns.

Arianna Harrison, spoke regarding Immigration and Customs Enforcement concerns.

CONSENT CALENDAR

MOTION: Moved by Council Member Porada, seconded by Council Member Bowman and carried by a unanimous vote of 5-0, to approve the consent calendar as presented.

1. APPROVAL OF MINUTES

Approved minutes for the regular meetings of the City Council and Housing Authority of June 17, 2025 and special meetings of the City Council and Housing Authority of June 18, 2025, and regular meetings of the City Council and Housing Authority of July 1, 2025, and approving same as on file in the Records Management Department.

2. BILLS & PAYROLL

Approved bills June 26, 2025 through July 17, 2025, in the amount of $98,628, 884.13 and payroll June 15, 2025 and June 28, 2025, in the amount of $5,827,793.51.

3. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH ARDURRA GROUP, INC. FOR ON -CALL CONSTRUCTION MANAGEMENT AND

INSPECTION SERVICES
The City Council authorized the City Manager, or his designee, to execute Amendment No. 6 to the Professional Services Agreement with Ardurra Group, Inc., of El Segundo, California, to provide on-call construction management and inspection services in the amount of $800,000, for a total not -to-exceed contract amount of $4,889,828 and extend the term of the agreement one additional year.

4. AN AGREEMENT WITH THE STATE OF CALIFORNIA FOR STATE HIGHWAY

ELECTRICAL FACILITIES

The City Council authorized the Mayor and City Manager, or their designee, to execute an Agreement with the State of California for State Highway Electrical Facilities and authorized the City Manager, or his designee, to execute any future amendments and related documents.

5. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH SWA GROUP, INC. FOR THE GRAND PARK PROJECT

The City Council authorized the City Manager, or his designee, to execute Amendment No. 3 to the Professional Services Agreement with SWA Group, Inc., of Laguna Beach, California, for additional engineering services for the Security and Information Technology (IT) design for the construction documents for the Grand Park project in 12 Ontario City Council/Ontario Housing Authority
Special Meeting Minutes – August 5, 2025

Page 4 of 5 ends

the amount of $185,795 for a total not-to-exceed amount of $6,600,996; and granted authorization to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

6. ESTABLISHING THE ONTARIO LOCAL HOUSING TRUST FUND AND

DESIGNATING THE AFFORDABLE HOUSING IN -LIEU FUND AS A DEDICATED

FUNDING SOURCE AND FINDING THE ACTION EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT PU RSUANT TO CEQA
GUIDELINES SECTION 15378

The City Council adopted a Resolution establishing the Ontario Local Housing Trust Fund, designating the Aﬀord able Housing In -Lieu Fund as a designated funding source, and finding the action exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378.

RESOLUTION NO. 2025 -131 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, ESTABLISHING THE ONTARIO LOCAL

HOUSING TRUST FUND AND DESIGNATING THE AFFORDABLE HOUSING IN -

LIEU FUND AS A DEDICATED FUNDING SOURCE AND FINDING THE ACTION

EXEMPT FROM THE CALIFORNIA ENVI RONMENTAL QUALITY ACT PURSUANT TO CEQA GUIDELINES SECTION 15378.

PUBLIC HEARINGS

7. A PUBLIC HEARING TO CONSIDER A DEVELOPMENT CODE AMENDMENT (FILE NO. PDCA25-001) REVISING AND CLARIFYING CERTAIN PROVISIONS OF

THE CITY OF ONTARIO DEVELOPMENT CODE

The City Council introduced and waived further reading of an Ordinance approving File No. PDCA25 -001, a Development Code Amendment revi sing and clarifying certain provisions of Chapters 2.0 (Administration and Procedures), 5.0 (Zoning and Land Use), 6.0 (Development and Subdivision Regulations), 8.0 (Sign Regulations), and 9.0 (Definitions and Glossary) of the City of Ontario Development Code.

ORDINANCE NO. 3312 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO.

PDCA25-001, A DEVELOPMENT CODE AMENDMENT REVISING AND
CLARIFYING CERTAIN PROVISIONS OF CHAPTERS 2.0 (ADMINISTRATION AND PROCEDURES), 5.0 (ZONING AND LAND USE), 6.0 (DEVELOPMENT AND SUBDIVISION REGULATIONS), 8.0 (SIGN REGULATIONS), AND 9.0 DEFINITIONS

AND GLOSSARY OF THE CITY OF ONTARIO DEVELOPMENT CODE, AND MAKING FINDINGS IN SUPPORT THEREOF.

Notice of public hearing was duly given. Affidavits of compliance were on file. There were no written communications. Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item. Hearing no one wishing to speak , Mayor Leon 13 Ontario City Council/Ontario Housing Authority
Special Meeting Minutes – August 5, 2025

Page 5 of 5 ends

closed the public hearing and opened the item for Council discussion.

Council Member Porada commented regarding state mandates.

MOTION: Moved by Council Member Porada, seconded by Council Member Macias and carried by a unanimous vote of 5-0, to introduce Ordinance No. 3312.

STAFF MATTERS

City Manager Ochoa made no announcements.

COUNCIL MATTERS

Council Member Porada announced National Night Out.

Mayor pro Tem Wapner made no comments.

Council Member Bowman made no comments.

Council Member Macias made no comments.

Mayor Leon made no comments.

ADJOURNMENT

Mayor Leon adjourned the special meetings of the Joint Agencies at 3:00 p.m.

Respectfully submitted,

____________________________________

SHEILA MAUTZ, CITY CLERK/ SECRETARY

APPROVED:

_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
14 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
AUGUST 5, 2025
(Not Official Until Approved)
(not official until approved)

JOINT MEETINGS

The regular Joint Meetings of the Ontario City Council and the Ontario Housing Authority scheduled for August 5 , 20 25, were cancelled to allow for participation in the City’s celebration of National Night Out.

Respectfully submitted,

___________________________________________________
CLAUDIA Y. ISBELL, MMC,

ASSISTANT CITY CLERK/SECRETARY

APPROVED

___________________________________________________
PAUL S. LEON, MAYOR/CHAIRMAN

15 Department: Public Works
Prepared By: Tricia Maruki
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Bonnie Tam, Andrea
Ampig
Approved By:

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

A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND THE CITY

OF RANCHO CUCAMONGA FOR PAVEMENT REHABILITATION OF THE VINEYARD

AVENUE AND EIGHTH STREET INTERSECTION

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Pursue City's Goals and Objectives by Working with Other Governmental Agencies Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Measure I Fund for pavement rehabilitation of the Vineyard Avenue and Eighth Street intersection. The City of Ontario will reimburse the City of Rancho Cucamonga for Ontario's portion of actual costs incurred for survey and construction plus a 10% project management fee. The anticipated cost is $176,484.

BACKGROUND & ANALYSIS:

The Vineyard Avenue and Eighth Street intersection lies partially within the City of Ontario and partially in the City of Rancho Cucamonga (see Exhibit "A"). To facilitate pavement rehabilitation of the entire intersection, Staﬀ has reached a reimbursement agreement with the City of Rancho Cucamonga, which will act as the lead agency on this project.

The scope of the project includes pavement rehabilitation, curb ramp replacement, pedestrian push button installation, and adjustment of water valves and manholes. If approved, the City of Ontario agrees to reimburse the City of Rancho Cucamonga for the survey costs and construction costs related to improvements on the southerly portion of the intersection within the City of Ontario Right of Way, plus a 10% fee for engineering, project management and inspection costs, for a total anticipated cost of $176,484.
16 Vineyard Avenue Pavement Rehabilitation: Eighth St. Intersection(ST27xx) Vineyard Avenue and Eighth Street Intersection Pavement Rehabilitation 17

Page 1 of 7 ends

REIMBURSEMENT AGREEMENT

BETWEEN

CITY OF RANCHO CUCAMONGA

AND

CITY OF ONTARIO

FOR

PAVEMENT RESURFACING OF VINEYARD AVENUE FROM THE SOUTH

HALF OF THE EIGHTH STREET INTERSECTION

This Reimbursement Agreement (hereinafter referred to as “AGREEMENT”) is made and entered into this ____ day of ______________, 2025 (“Effective Date”), by and between the City of Rancho Cucamonga, a California municipal corporation (hereinafter referred to as “ RANCHO CUCAMONGA ”), and the City of Ontario, a California municipal corporation (hereinafter referred to as “ ONTARIO”). RANCHO CUCAMONGA and ONTARIO may be referred to individually as a “PARTY” and collectively as “PARTIES” in this AGREEMENT.

WITNESSETH

A. WHEREAS, the RANCHO CUCAMONGA Capital Improvement Program (“CIP”) includes the provision of certain public improvements and the construction of street resurfacing improvements on Vineyard Avenue at the Eighth Street intersection (“PROJECT”); and
B. WHEREAS, the PROJECT includes the design, project management, street preparation, street asphalt resurfacing, all striping replacement, concrete improvements, traffic signal improvements, traffic control, and construction inspection; and C. WHEREAS, the PROJECT begins at the border of RANCHO CUCAMONGA and ONTARIO, and is mutually beneficial to both cities; and D. WHEREAS, RANCHO CUCAMONGA and ONTARIO agree that
RANCHO CUCAMONGA shall serve as Lead Agency on the PROJECT for the design and construction phases of the PROJECT; and
E. WHEREAS, RANCHO CUCAMONGA, as the California Environmental Quality Act (CEQA) Lead Agency for the PROJECT , has determined that the PROJECT is categorically exempt per Article 19, Section 15301(c) of the CEQA guidelines; and 18

Page 2 of 7 ends

F. WHEREAS, RANCHO CUCAMONGA and ONTARIO mutually agree that ONTARIO shall reimburse RANCHO CUCAMONGA for One Hundred Percent (100%) of the PROJECT’S actual construction costs and survey costs that occur within the City of ONTARIO (“ONTARIO’S COSTS ”), plus Ten Percent ( 10%) for design, construction administration, and inspection (“ ENGINEERING & PROJECT MANAGEMENT COSTS”) associated with the PROJECT.

NOW, THEREFORE, RANCHO CUCAMONGA and ONTARIO mutually agree to the following:

SECTION I
RANCHO CUCAMONGA AGREES:

1. That only eligible PROJECT expenses, as set forth in Attachment “A” to this AGREEMENT, will be reimbursed by ONTARIO. RANCHO CUCAMONGA agrees that it will only request reimbursement from ONTARIO for eligible PROJECT expenses as defined in Attachment “A.”

2. To maintain and make available to ONTARIO, copies of all consultant/contractor invoices, source documents, books and records ; and expenses as set forth in Attachment “A” and in connection with the PARTIES’ performance under this AGREEMENT for a minimum of three (3) years from the date of the Final Acceptance by RANCHO CUCAMONGA or until audit retention is achieved, whichever is later.

3. To fully cooperate with ONTARIO to allow for the preparation of a PROJECT audit if requested by ONTARIO in writing within three (3) years from date of the Final Acceptance by RANCHO CUCAMONGA. The audit is intended to verify that all funds expended for c osts on the PROJECT were used in conformance with this AGREEMENT.

4. To r ender services for design, project management and construction management utilizing RANCHO CUCAMONGA staff which may be supplemented by consultants that are specifically tasked for completing the PROJECT.

5. To make a CEQA Determination on the PROJECT and file the necessary environmental document s with the County Clerk and Office of Planning and Research, if necessary, and to complete all required public notifications and hearings. Under CEQA, RANCHO CUCAMONGA is the Lead Agency for the PROJECT.

6. To prepare plans, specification s and estimate s for the PROJECT under the direction of a registered Professional Engineer licensed in the applicable professional field in the State of California, which shall be subject to review and 19

Page 3 of 7 ends

approval by ONTARIO with respect to the portions of the PROJECT located within ONTARIO.

7. To contract for the construction and installation of the PROJECT at RANCHO CUCAMONGA’s cost and expense, but subject to ONTARIO’S reimbursement, as set forth in accordance with the terms of this AGREEMENT.

8. To complete the PROJECT in a timely manner in accordance with the plans and specifications approved by ONTARIO.

SECTION II
ONTARIO AGREES:

1. To reimburse RANCHO CUCAMONGA for One Hundred Percent ( 100%) of ONTARIO’S COSTS that are incurred by RANCHO CUCAMONGA for the PROJECT, plus Ten Percent (10%) for the ENGINEERING & PROJECT MANAGEMENT COSTS.

2. To reimburse RANCHO CUCAMONGA for its share of costs no later than sixty (60) days following the date of final acceptance of the PROJECT by RANCHO CUCAMONGA.

3. To designate a Project Manager to represent ONTARIO through whom all communications shall be channeled.

4. That i ts Project Manager will distribute submittals, schedules, and other correspondence to applicable ONTARIO departments for review and comment.

ONTARIO shall transmit review comments within ten (10) working days af ter the submittal is received. If no comments are received within such time, ONTARIO will be considered to have no objection to the approval of RANCHO CUCAMONGA.

5. In the event ONTARIO elects to perform a PROJECT audit, ONTARIO may rely on any prior audit of RANCHO CUCAMONGA relating to the PROJECT performed pursuant to the provisions of State and Federal laws.

SECTION III
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. To abide by all applicable federal, state and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the applicable General Plan, as amended, as of the date of the last signature on this AGREEMENT.

2. ONTARIO’s financial responsibility for the PROJECT (ONTARIO’S COSTS and ENGINEERING & PROJECT MANAGEMENT COSTS) shall not exceed 20

Page 4 of 7 ends

One Hundred Percent ( 100%) of the estimated costs set forth in Attachment “A,” plus Ten Percent (10%) for the ENGINEERING & PROJECT MANAGEMENT COSTS . According to current cost estimates, the reimbursement is estimated to be One Hundred Seventy -Six Thousand Four Hundred Eighty-Three Dollars and Sixty Cents ($176,483.60) as demonstrated in Attachment “A”; however the actual costs of the items listed in Attachment “A,” and ONTARIO’s share of those costs, upon completion of the project may be different. The final costs for all eligible PROJECT expenses set forth in Attachment “A” shall be used to set the final amount of reimbursement. In the event ONTARIO’S COSTS and/or ENGINEERING & PROJECT
MANAGEMENT COSTS exceed the amounts identified in Attachment “A,” RANCHO CUCAMONGA shall inform ONTARIO in writing of the excess costs, accompanied by supporting evidence, and thereafter the PARTIES shall work together in an attempt to agree upon an amendment to the amounts identified in Attachment “A.” In no event, however, will ONTARIO be responsible for COSTS and/or ENGINEERING & PROJECT
MANAGEMENT COSTS in excess of One Hundred Seventy -Six Thousand Four Hundred Eighty -Three Dollars and Sixty Cents ( $176,483.60) absent a written amendment approved by both PARTIES.

3. This AGREEMENT can be amended only when agreed upon in writing by both PARTIES.

4. RANCHO CUCAMONGA will use its own funds to design and construct the PROJECT with the understanding that ONTARIO will reimburse RANCHO CUCAMONGA for ONTARIO’s share of eligible PROJECT expenditures at a later date in accordance with this AGREEMENT.

5. Eligible PROJECT reimbursements shall include only those costs incurred by RANCHO CUCAMONGA for PROJECT activities that are described in this Attachment “A” of this AGREEMENT and shall not include esc alation or interest.

6. RANCHO CUCAMONGA shall defend, indemnify, and hold harmless ONTARIO, its officers and employees, from and against any and all actions, claims, injuries, damage s, liabilities, demands, loss es, judgment s, penalt ies, expenses and costs including attorney ’s fees for staff attorneys and outside counsel (collectively “Liabilities”) arising out of or in any way connected with anything done or omitted to be done by RANCHO CUCAMONGA, its officers, employees, agents, contractors, consultants, subcontractors and sub consultants of any level, in connection with the PROJECT or under or in connection with any work, authority or jurisdiction delegated to RANCHO CUCAMONGA under this AGREEMENT. RANCHO CUCAMONGA’s obligations under this Article apply to ONTARIO’s “passive” and “active” negligence, but do not apply to ONTARIO’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782.
21

Page 5 of 7 ends

7. ONTARIO shall defend, indemnify, and hold harmless RANCHO CUCAMONGA, its officers and employees, from and against any and all actions, claims, injuries, damages, liabilities, demands, losses, judgments, penalties, expenses and costs including attorney ’s fees for staff attorneys and outside counsel (collectively “Liabilities”) arising out of or in any way connected with anything done or omitted to be done by ONTARIO, its officers, employees, agents, contractors, consultants, subcontractors and subconsultants of any level, in connection with the PROJECT or under or in connection with any work , authority or jurisdiction delegated to ONTARIO under this AGREEMENT. ONTARIO’s obligations under this Article apply to RANCHO CUCAMONGA’s “passive” and “active” negligence, but do not apply to RANCHO CUCAMONGA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782.

8. RANCHO CUCAMONGA is an authorized self -insured public entit y for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrant s that through its programs of self- insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT.

9. ONTARIO is an authorized self -insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self-insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT.

10. This AGREEMENT shall be considered terminated upon reimbursement of all eligible costs by PROJECT expenses as defined herein , with the exception of paragraphs 6 and 7 above , which shall survive termination of this AGREEMENT. Notwithstanding any other provision herein, to the exten t consistent with the terms and obligations hereof, any PARTY may terminate this AGREEMENT at any time, with or without cause, by giving thirty (30) calendar days written notice to the othe r PARTY. In the event of termination, the PARTY terminating the AGREEMENT shall be liable for any costs or other obligations it may have incurred under the terms of the AGREEMENT prior to termination and the terminating PARTY shall reimburse the non -terminating PARTY for any payments or reimbursements paid to the terminating party pursuant to this AGREEMENT.

11. Notice given under or regarding this AGREEMENT shall be deemed given (a) upon actual delivery, if delivery is personally made; or (b) upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), fax or private courier including overnight delivery services.

Notice shall be sent to the respective PARTY at the address indicated below or to any other address as a PARTY may designate from time to time by a notice given in accordance with this paragraph.
22

Page 6 of 7 ends

If to RANCHO
CUCAMONGA: John R. Gillison, City Manager
10500 Civic Center Drive
P.O. Box 807
Rancho Cucamonga, CA 91729-0807
(909) 477-2700

If to ONTARIO: Scott Ochoa, City Manager
303 East B Street
Ontario, CA 91764
(909) 395-2010

12. The Recit als stated above are true and correct and are incorporated by this reference into the AGREEMENT.

13. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California. Any action brought by any PARTY hereto shall be brought within the State of California, County of San Bernardino and both PARTIES waive any right to change venue, including under Code of Civil Procedure Section 394.

14. This AGREEMENT may be signed in counterparts, each of which shall constitute an original. This AGREEMENT shall be dated on the date executed by RANCHO CUCAMONGA.

15. There are no third party beneficiaries, and this AGREEMENT is not intended, and shall not be construed to be for the benefit of, or be enforceable by, any other person or entity whatsoever.

16. Attachment “A” is hereby incorporated into this AGREEMENT and includes:

1. Pavement R ehabilitation of Vineyard Avenue at the Eighth Street intersection.

2. Project Scope

3. Projected Cost and Schedule

Page 7 of 7 ends

SIGNATURE PAGE TO

REIMBURSEMENT AGREEMENT BETWEEN CITY OF ONTARIO
AND

CITY OF RANCHO CUCAMONGA
FOR

PAVEMENT RESURFACING OF VINEYARD AVENUE AT THE EIGHTH

STREET INTERSECTION

IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT below.

CITY OF ONTARIO CITY OF RANCHO CUCAMONGA

By: ___________________________
Scott Ochoa
City Manager

By: ___________________________
John R. Gillison
City Manager
Dated: ___________________________ Dated: ___________________________

Attest: ___________________________
Sheila Mautz, City Clerk

Attest: __________________________
Kim Sevy, City Clerk
APPROVED AS TO FORM:

By: ___________________________
Best, Best & Krieger, LLP
City Attorney
APPROVED AS TO FORM:

By: ___________________________
Nick Ghirelli
City Attorney

24 Attachment A

Page 1 of 1 ends

Pavement Rehabilitation of Vineyard Avenue at the Eighth Street Intersection

Project Scope, Projected Cost, and Schedule

Proposed Project Work
Vineyard Avenue at the Eighth Street intersection is to be resurfaced as part of the City of Rancho Cucamonga 2026 Spring Pavement Rehabilitation Project. This project includes grinding removal of old failing asphalt and placement of rubberized asphalt pavement, upgrading curb ramps, sidewalk repairs, and new striping. The Ontario portion of costs are described below.

Summary of Project Costs (Estimate)

Proposed Project Schedule (milestone delivery dates)
Estimated construction start date: March 2026
Estimated completion date: June 2026
25 Department: Information Technology
Prepared By: Samantha Robles
Staff Member Presenting: Colin Fernandes,
Executive Director Information Technology
Approved By:

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

AUTHORIZE THE RENEWAL OF THE CITY'S GEOGRAPHIC INFORMATION SYSTEM SOFTWARE LICENSE AGREEMENT WITH ESRI, INC.

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute the renewal of the City's Geographic Information System (GIS) software Agreement with ESRI, Inc., of Redlands, CA, for annual licensing and maintenance support, for a total contract not-to-exceed of $643,632 for a three-year term.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2025-26 adopted budget includes appropriations from the Information Technology Fund for annual licensing and maintenance support for ESRI software. The proposed License Agreement has a total contract amount not-to-exceed $643,632, which includes ﬁscal year 2025-26 of $195,040, fiscal year 2026-27 of $195,040, fiscal year 2027-28 of $195,040, and a 10% contingency amount of $58,512 for additional user licenses, if needed. If approved, appropriations will be added to the future years’ budgets consistent with the annual adoption process.

BACKGROUND & ANALYSIS:

Over the past several decades, the City has developed extensive Geographic Information Systems (GIS) using ESRI’s ArcGIS software suite. This software documents and tracks changes to the City’s land data, and it is a foundation data source for many of the software applications used by City staﬀ, including computer-aided dispatch (CAD), emergency operations, permitting and land management, utility billing, and collection, work order management system, the Property Information Management System (PIMS) and community improvement case management.

In 2013, the City subscribed to ESRI’s Small Government Enterprise Agreement (SGEA). The SGEA provides better and broader access to ESRI's suite of GIS tools, and subsequent renewals in 2016, 2019, and 2022 have allowed for continuity of the City’s test, development, and production GIS to support a growing number of systems that rely on geographic data.

Staﬀ requests City Council approval for a three-year agreement with a not-to-exceed amount of $643,632.
26 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

To expedite your order, please attach a copy of ATTENTION: Toni McNaughton this quotation to your purchase order. PHONE: 9093952064 Quote is valid from: 7/22/2025 To: 10/20/2025 EMAIL: [email protected]

SGEA
Material Qty Term Unit Price Total
193209 1 Year 1 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription 193209 1 Year 2 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription 193209 1 Year 3 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription Year 1 09/05/2025 - 09/04/2026
Material Qty Term Unit Price Total
153148 2 $700.00 $1,400.00
ArcGIS Online Creator User Type Annual Subscription
153147 3 $125.00 $375.00
ArcGIS Online Viewer User Type Annual Subscription
173625 1 $5,150.00 $5,150.00

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 27 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

Material Qty Term Unit Price Total
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173632 1 $515.00 $515.00
Site Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base. 178623 2 $3,600.00 $7,200.00
ArcGIS Business Analyst Web App Advanced Online Annual Subscription Year 2 09/05/2026 - 09/04/2027
Material Qty Term Unit Price Total
153148 2 $700.00 $1,400.00
ArcGIS Online Creator User Type Annual Subscription

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 28 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

Material Qty Term Unit Price Total
153147 3 $125.00 $375.00
ArcGIS Online Viewer User Type Annual Subscription
173625 1 $5,150.00 $5,150.00
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173632 1 $515.00 $515.00
Site Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base. 178623 2 $3,600.00 $7,200.00
ArcGIS Business Analyst Web App Advanced Online Annual Subscription

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 29 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

Year 3 09/05/2027 - 09/04/2028
Material Qty Term Unit Price Total
153148 2 $700.00 $1,400.00
ArcGIS Online Creator User Type Annual Subscription
153147 3 $125.00 $375.00
ArcGIS Online Viewer User Type Annual Subscription
173625 1 $5,150.00 $5,150.00
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173632 1 $515.00 $515.00
Site Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 30 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

Material Qty Term Unit Price Total
178623 2 $3,600.00 $7,200.00
ArcGIS Business Analyst Web App Advanced Online Annual Subscription Subtotal: $585,120.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $585,120.00

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 31 Quotation # Q-553536

Date: July 22, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 95 Contract #

City of Ontario
Information Technology Agency
303 E B St
Ontario, CA 91764-4105

_________________________________________________________________________________________________________________________________ If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request.

If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.

BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK.

Please check one of the following:

___ I agree to pay any applicable sales tax.

___ I am tax exempt, please contact me if exempt information is not currently on file with Esri.

___________________________________________ ________________________ Signature of Authorized Representative Date

___________________________________________
Name (Please Print)

___________________________________________
Title

_________________________________________________________________________________________________________________________________

The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).

Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

WOODB This offer is limited to the terms and conditions incorporated and attached herein. 32 Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

Page 1 of 6 ends

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-6)

This Agreement is by and between the organization identified in the Quotation (“Customer”) and Environmental Systems Research Institute, Inc. (“Esri”).

This Agreement sets forth the terms for Customer’s use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located wi thout reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities (annual subscription)
ArcGIS Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer

ArcGIS Enterprise Additional Capability Servers
ArcGIS Image Server

ArcGIS Online User Types
ArcGIS Online Viewer User Type

ArcGIS Enterprise User Types
ArcGIS Enterprise Viewer User Type

Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 100 ArcGIS Enterprise Contributor User Type 100 ArcGIS Online Mobile Worker User Type 300 ArcGIS Enterprise Mobile Worker User Type 300 ArcGIS Online Creator User Type 300 ArcGIS Enterprise Creator User Type 300 ArcGIS Online Professional User Type 70 ArcGIS Enterprise Professional User Type 70 ArcGIS Online Professional Plus User Type 70 ArcGIS Enterprise Professional Plus User Type 70 ArcGIS Pro (Add-on Apps) for ArcGIS Online Creator or
Professional User Type
ArcGIS Pro (Add-on Apps) for ArcGIS Enterprise
Creator or Professional User Type
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
70 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
70 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 70 ArcGIS Location Sharing for ArcGIS Enterprise 70 ArcGIS Online Service Credits 175,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 100

Other Benefits
Number of Esri User Conference registrations provided annually 5 Number of Tier 1 Help Desk individuals authorized to call Esri 5 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
33

Page 2 of 6 ends

Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement (“Ordering Document”). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER’S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri’s receipt of an Ordering Document, unless otherwise agreed to by the parties (“Effective Date”).

T
erm of Agreement: Three (3) years
T
his Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

A
ccepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
C
ontact: Telephone:

A
ddress: Fax:

C
ity, State, Postal Code: E-mail:

C
ountry:

Q
uotation Number (if applicable):

Environmental Systems Research Institute, Inc.

By: __________________________________
Authorized Signature
Print Name: ___________________________
Title: _________________________________
Date: ________________________________
34

Page 3 of 6 ends

1.0—ADDITIONAL DEFINITIONS

In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:

“Case” means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.

“Deploy”, “Deployed” and “Deployment” mean to
redistribute and install the Products and related
Authorization Codes within Customer’s
organization(s).

“Fee” means the fee set forth in the Quotation.

“Maintenance” means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.

“Master Agreement” means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/en- us/legal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.

“Product(s)” means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.

“Quotation” means the offer letter and quotation
provided separately to Customer.

“Technical Support” means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.

“Tier 1 Help Desk” means Customer’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(s).

“Tier 1 Support” means the Technical Support
provided by the Tier 1 Help Desk.

“Tier 2 Support” means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer’s consultants or
contractors to use the Products exclusively for
Customer’s benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer’s benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or government-
35

Page 4 of 6 ends

owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body’s approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer’s use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/other-
resources/product-life-cycle. Updates for
Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE

The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/en-
us/legal/terms/maintenance). At Esri’s sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.

a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer’s authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.

b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
36

Page 5 of 6 ends

supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY

This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer’s
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri’s OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners’ business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners’ application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment

a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.

b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer’s access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.

c. Esri’s federal ID number is 95-2775-732.

d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.

a. All orders pertaining to this Agreement will be
processed through Customer’s centralized point
of contact.

b. The following information will be included in
each Ordering Document:

(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due

Page 6 of 6 ends

9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES

If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer’s acquisition of another entity; or (iii) a transfer or sale of all or part of Customer’s
organization (subsections i, ii, and iii, collectively
referred to as “Ownership Change”). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer’s organization, that
portion of Customer’s organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.

38 Department: Recreation & Community Services
Prepared By: Danielle Guevara
Department:

Prepared By: Danielle Guevara
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Approved By:

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

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH INLAND

EMPIRE STAGES, LTD, FOR CHARTER BUS TRANSPORTATION SERVICES

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT:

The recommended Amendment will add $244,000 to the current contract amount of $140,000, bringing the not-to-exceed contract amount to $384,000. Additionally, the Amendment will extend the current term through June 30, 2027. The Fiscal Year 2025-26 Adopted Budget includes appropriations from the General Fund for charter bus transportation services. If approved, appropriations for future years of the agreement will be included in the annual budget adoption process to be approved by the City Council.

BACKGROUND & ANALYSIS:

The Recreation & Community Services Department utilizes charter bus transportation for community programs, excursions, and events throughout the year. Inland Empire Stages, Ltd., has consistently provided safe, reliable, and timely transportation services for various City programs, including senior excursions, youth trips, and special events. The transportation needs include services for the City’s July 4th Fireworks Show and Trunk or Treat event, 11 excursions for the Ontario Senior Center, 8 excursions for the Summer Day Camps at two locations (requiring two buses per excursion), one excursion for Spring Camp, two excursions for Winter Camp, and 2 Teen Action Committee excursions per year.
39 The demand for charter transportation services continues to grow due to the expansion of community programs and increased participation. Inland Empire Stages, Ltd., has demonstrated the ability to meet these service needs while maintaining competitive rates and high service quality.

On July 1, 2024, the City entered into a Professional Services Agreement with Inland Empire Stages, Ltd., for a not-to-exceed amount of $140,000 Based on satisfactory performance and ongoing service needs, Staﬀ recommends the approval of Amendment No.1, which extends the agreement through June 30, 2027, and increases the total contract amount to $384,000. 40 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

AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

INLAND EMPIRE STAGES, LTD

1. Parties and Date.

This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Inland Empire Stages, LTD, a C Corporation, (“Consultant”). City and Consultant are sometimes individually re ferred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated August 30, 2024 (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to add additional compensation in the amount of $244,000 and extend the contract term from June 30, 2026, to June 30, 2027. This will increase the total not-to-exceed contract amount from $140,000 to $384,000.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.1.2 and

3.2.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

Term. The Term of this Agreement shall be from July 1, 2024, to June 30, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for no more than one additional one -year term. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if necessary to complete the 41 Services."

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

Compensation. Consultant shall receive compensation, including authorized reimbursements, for all services rendered under this Agreement at the rates set forth in Exhibit “B attached hereto and incorporated herein by reference. The total compensation shall not exceed Three Hundred Eighty -Four Thousand Dollars ($384,000), without written approval of the City Council or City Manager, as applicable. 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 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.

1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remain ing provisions shall continue in full force and effect.

3.5 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.

[SIGNATURES ON FOLLOWING PAGE]

42 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO

AND INLAND EMPIRE STAGES, LTD

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 as of the day and year first above written.

CITY OF ONTARIO INLAND EMPIRE STAGES, LTD
By:

Its:

Printed Name:

By:

Its:

Printed Name:

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

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

43 EXHIBIT "B"

SCHEDULE OF SERVICES & COMPENSATION
See Attached

44 Effective August 30, 2025 through December 31, 2025

2025 Bus Tariff

All trips at the time of booking are evaluated based on hours of service or mileage with the following rates as shown below. All pricing is subject to change.

47 passenger coach
$1,050.00 5 hour minimum
$192.00 each additional hour (prorated per 15 minutes $48.00)

55/56 passenger coach & 52+1 ADA coach
$1,200.00 5 hour minimum
$192.00 each additional hour (prorated per 15 minutes $48.00)

All trips will be evaluated on mileage vs. hours of service the mileage rate is estimated at $7.50 per mile
Holiday rate is an additional $300.00

ANY TRIPS THAT IS CANCELED ON THE DAY OF OR LESS THAN 24-HOURS PRIOR TO THE DEPARTURE TIME WILL RESULT IN A 5-HOUR MINIMUM CANCELLATION FEE.

In addition to the motor coach fee a 15% Senate Bill fuel tax will be added. You will find it on a separate line item on your charter confirmation and all invoices. This rate is subject to change based on weekly fuel rates until further notice.

45 Department: Recreation & Community Services
Prepared By: Danielle Guevara
Department:

Prepared By: Danielle Guevara
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Approved By:

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

AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH J6D INC, FOR

CUSTOM APPAREL SERVICES

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT:

The recommended Amendment will add $200,000 to the current contract amount of $300,000, bringing the not-to-exceed contract amount to $500,000, and extending the term through October 16, 2027. A portion of the overall expense is oﬀset by program revenue and participant registration fees, such as fee-based sports programs, and events such as the 5K Reindeer Run. The Fiscal Year 2025-26 Operating Budget includes appropriations from the General Fund for custom apparel services. If approved, appropriations for future years of the agreement will be included in the annual budget adoption process to be approved by City Council.

BACKGROUND & ANALYSIS:

The Recreation and Community Services Department regularly orders uniforms and event supplies for youth and adult sports, programs, special events, and staﬀ uniforms. This includes sports jerseys for adult basketball and volleyball leagues, tot and youth sports programs, shirts for the annual 5K Reindeer Run, Summer Concerts, and the Tot Olympics event. Goods are locally produced in Ontario. The Recreation and Community Services department typically purchases around 8,400 items per year, at an average cost of $11.90 per unit.

On January 17, 2023, the City Council approved a Goods and Services Agreement with J6D, Inc., for employee uniforms and event supplies. The selected supplier possesses the knowledge of the Recreation and Community Services Department's speciﬁc needs and can meet the timelines 46 needed for the Department's operations.

Based on the eﬃcient turnaround times and the ability to produce specialized items from J6D, Inc., Staﬀ is recommending the approval of Amendment No. 1 with J6D, Inc. for a total not-to-exceed contract amount of $500,000.
47 C T y 0 F ON TAR 0
303 EAST B STREET I m�TARIO, CALIFORNIA 91764 (909) 395·2000 FAX (909) 395-2070 OntorioCA.gov PAULS. LEON
MAYOR

SHEILA MAUTZ

CITY CLERK
ALAN D. WAPNE R

MAYOR PRO TEM
JA MES R. MILH ISER
CI
T

Y TREASURER
JIM W. BOWMAN

DEB RA PORADA

DAISY MACI AS

COUNCIL MEMBERS
AMENDMENT NO. 1 TO THE GOODS AND SERVICES
BETWEEN THE CITY OF ONTARIO AND J6D, INC

1. Parties and Date.

SCOTT OC HOA

CITY MANAGER
This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of _____ , by and between the City of Ontario ("City") and J6D, Inc, an S Corporation ("Contractor"). City and J6D, Inc are sometimes individually referred to as "Party" and collectively as "Parties."

2. Recitals.

2.1 Agreement. The City and J6D, Inc have entered into an agreement entitled "GOODS AND SERVICES AGREEMENT" dated February 21, 2023 ("Agreement").

2.2 Amendment Purpose. The City and J6D, Inc desire to amend the Agreement to add additional compensation in the amount of $200,000 and extend the contract term from October 16, 2025 to October 16, 2027. This will increase the total not-to-exceed amount from $300,000 to $500,000.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 2.1 of the Agreement.

3. Terms.

3.1 Amendment. Section 2.1 of the Agreement is hereby amended in its entirety to read as follows:
"Term: The term of this Agreement shall be from October 16, 2022 to October 16, 2027, unless earlier terminated as provided herein. Vendor shall provide all Goods and 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 work."
BB&K2020
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BB&K 2020

S
ection 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“C
ompensation. Vendor shall receive compensation, including authorized reimbursement, for all Good provided and Services rendered under this Agreement at the rates previously sent forth. The total compensation shall not exceed fiver hundred thousand dollars ($500,000) without written approval of City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”

3. 2 Continuing Effect of Agreement . Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.1.

3. 3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3. 4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3. 5 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[
SIGNATURES ON FOLLOWING PAGE]
49 46700.00100\33287662.1

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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO GOODS AND SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND J6D, INC

IN WITNESS WHEREOF, the Parties have entered into this Amendment No.1 as of the day and year first above written.

CITY OF ONTARIO J6D, INC.

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

50 Department: Housing
Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Approved By:

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

OPTING INTO A SETTLEMENT AGREEMENT WITH PURDUE PHARMA, L.P. AND THE

SACKLER FAMILY

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Maintain the Current High Level of Public Safety
Operate in a Businesslike Manner
FISCAL IMPACT:

The City of Ontario is expected to receive approximately $450,000 in additional funding if it opts into the Settlement Agreement as recommended. The funds will be paid over a period of 15 years. If approved, the funds will be deposited into the Opioid Settlement fund.

BACKGROUND & ANALYSIS:

Many states and cities across the United States have sued the three largest opioid painkiller distributors (Amerisource Bergen, Cardinal Health, and McKesson) and the opioid painkiller manufacturer, Janssen (owned by Johnson & Johnson). These lawsuits resulted in two settlements totaling approximately $26 billion. Additional parties joined these settlements in late 2022. In June 2024, an additional settlement was reached with another opioid distributor, Kroger Co., for $1.2 billion. The City of Ontario has opted into every round of opioid settlements and began receiving payments in November 2022.

In 2025, Purdue Pharma, L.P. and the Sackler Family (“Purdue”) reached a tentative $7.4 billion settlement for opioid distribution claims, payable over 15 years. California is scheduled to receive roughly $440 million. The State will distribute 15% of the funds to the State Fund, 70% to the California Abatement Accounts Fund, and 15% to the California Subdivision Fund.

Local subdivisions, such as the City of Ontario, will receive their share from the California Abatement Accounts Fund. Ontario will receive approximately $450,000 distributed over 15 years, starting in late 2025. Cities can use the funds directly, following State requirements, or allow the County to use the funds. Cities can also opt out and pursue independent legal action. 51 Funds received from this settlement must be used for future opioid remediation or abatement eﬀorts. Currently, the City is using other opioid settlement funds to help support the Community Outreach and Support Team (C.O.A.S.T.) with providing education and support to prevent overdoses. Any funds that remain unused or uncommitted within ﬁve years of receipt must be returned to the State. The City must complete an annual report that details fund usage until fully expended, plus one additional year. The California Department of Health Care Services (“DHCS”) has the authority to review these reports for compliance.

Staﬀ recommends that the City Council opt into the settlement and elect to receive payments directly by releasing its claims against Purdue Pharma, L.P. and the Sackler Family. 52 53
54 55
56 57
58 59
60 61
62 63
64 65
66 67
68 69
70 71
72 73
74 75
76 77
78 79
80 81
82 83
Department: Public Works
Prepared By: Gil H Mars
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Bonnie Tam, Andrea Ampig
Approved By:

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

A CONSTRUCTION CONTRACT WITH BOGH CONSTRUCTION LLC FOR THE

CONSTRUCTION OF THE DE ANZA PARK RENOVATION PROJECT

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute a Construction Contract for D&C25- 001 De Anza Park Renovation with Bogh Construction LLC, of Beaumont, California, for the De Anza Park Renovation Project for a total contract amount of $11,541,198 plus a 10% contingency of $1,154,120, for a total contract amount not-to-exceed $12,695,318; and B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT:

The Construction Contract with Bogh Construction LLC is in the amount of $11,541,198 plus a 10% contingency of $1,154,120, for a total contract amount not-to-exceed $12,695,318. The Fiscal Year 2025-26 Adopted Budget included appropriations in the Capital Projects – Measure Q Fund for the renovation of De Anza Park.

BACKGROUND & ANALYSIS:

On November 1, 2022, the City Council approved Amendment No. 1 to the Design Services Agreement with Community Works Design Group for design services of the De Anza Park Splash Pad and De Anza Soccer Field Synthetic Turf. On August 15, 2023, the City Council authorized the cooperative purchase of synthetic turf for the De Anza Park soccer ﬁeld. On November 19, 2024, the City Council authorized the cooperative purchase of playground equipment and picnic shelters for the De Anza Park Renovation.
84 On April 28, 2025, the City solicited bids for Invitation No. 1918 De Anza Park Renovation. Four (4) bids were received.

Bidder
Location
Amount

Bogh Construction LLC
Beaumont, CA

$11,541,197.15
KASA Construction, Inc.

Chino, CA
$11,996,000.00
Los Angeles Engineering, Inc.

Covina, CA
$12,050,000.00
RCCI
Azusa, CA
$14,438,806.00
Bogh Construction LLC, of Beaumont, California, submitted the lowest responsible and responsive bid with a base bid of $11,541,197.15. Based on the bid, credentials, pricing, and favorable reference checks, staff recommends awarding the Construction Contract to Bogh Construction LLC.

A protest was received from KASA Construction, Inc. City staﬀ denied the protest because the protest was related to responsibility, but there was no basis to conclude that the lowest bidder was not responsible.

The De Anza Park Renovation Project will consist of a new splash pad, shade structures, decorative fencing, picnic tables and benches, skate park, synthetic soccer ﬁeld turf, parking lot improvements, landscape and irrigation improvements, ADA improvements, walkway paths, upgraded park lighting, restroom expansion, and a security upgrade with surveillance systems and emergency blue phone stations throughout the Park.

The project has an estimated completion date of September 2026. 85 CONTRACT FOR CONSTRUCTION
This Contract for Construction (“Contract”), No. ________ is made and entered as of ____________, by and between City of Ontario, with its principal place of business at 303 East “B” Street, Ontario, CA 91764, sometimes hereinafter called the “City” and Bogh Construction LLC, sometimes hereinafter called “Contractor.”
WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:

ARTICLE 1. SCOPE OF W ORK.

The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project:

D&C25-001 DE ANZA PARK RENOVATION
Contractor is
an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FO R COMPLETION.

Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 300 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE.

The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Eleven Million Five Hundred Forty-One Thousand One Hundred Ninety-Eight Dollars ($11,541,198.00). Payment shall be made as set forth in the General Conditions . The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule.

PAUL S. LEON
MAYOR
A
LAN D. WAPNER

MAYOR PRO TEM
JIM
W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
JA
MES R. MILHISER

CITY TREASURER
S

COTT OCHOA

CITY MANAGER
86 ARTICLE 4. LIQUIDATED DAMAGES.

Contractor acknowledges that the City will sustain actual damages for each and everyday completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City ’s actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $250 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety.

These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT.

The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Bid Forms
Bid Acknowledgement
Bid Schedule
Bid Guarantee
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration Form
Iran Contracting Act Certification
Public Works Contractor DIR Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
Contract for Construction
General Conditions
Special Conditions
Specifications
Addenda
Construction Plans and Drawings
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Applicable Local Agency Standards and Specifications, as last revised Reference Specifications
Approved and fully executed Change Orders
Permits
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties.
87 ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.

ARTICLE 7. INDEMNIFICATION.

Contractor shall provide indemnification and defense as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES.

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

ARTICLE 9. FALSE CLAIMS.

Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
88 IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
A
TTEST:

By:

Sheila Mautz, City Clerk
A
PPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

BOGH CONSTRUCION LLC
By:

Its:

Printed Name:
[DELETE THE FOLLOWING SIGNATURE LINE IF NOT
REQUIRED]
By:

Its:

Printed Name:
____
________________________________
Contractor’s License Number and Classification
____
________________________________
DIR Registration Number
[IF CORPORATION, TWO SIGNATURES, PRESIDENT OR

VICE PRESIDENT AND SECRETARY OR TREASURER
REQUIRED]

END OF CONTRACT
89 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: 9
SUBJECT:

A MAINTENANCE SERVICES AGREEMENT WITH T.E. ROBERTS INC. FOR ON-CALL

SERVICES FOR WATER DISTRIBUTION AND SEWAGE COLLECTION SYSTEM

REPAIRS

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The Fiscal Year 2025-26 Adopted Budget includes appropriations from the Water and Sewer Operating Funds for these services. The recommended Agreement is for $1,200,000 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 (September 2, 2025 to June 30, 2030) would be a total not-to-exceed amount of $6,630,750.

The City and Contractor have agreed to ﬁxed billing rates, and the Contractor will be compensated for on-call, as-needed services at the billing rates set forth in the proposed Agreement. Prices for the ﬁrst year are ﬁxed, and after the ﬁrst year, any proposed increases in fees will be negotiated annually and will not exceed 5% per year. The total compensation paid under the proposed Agreement will be commensurate with the City Council approved plans and budgets. There is no impact to the General Fund.

BACKGROUND & ANALYSIS:

The City’s water distribution and sewer collection systems have over 1,000 miles of pipelines that are primarily maintained by City Staﬀ. At times, the amount of work 90 required to maintain these systems exceeds Staﬀ’s availability. This annual Agreement will assist Staﬀ with planned maintenance and emergency repairs on an as-needed basis. The additional resources will enable the City to complete scheduled maintenance, as well as provide assistance during emergency repairs due to sudden and unexpected system failures.

On July 16, 2025, six bids were received for Bid No. 1930 for on-call water distribution and sewage collection system repairs. The bids ranged from a low bid amount of $2,880,785 to a high bid amount of $10,918,385.

Company
Location
Amount
T.E. Roberts, Inc.

Irvine, CA
$2,880,785
Norstar Plumbing &
Engineering, Inc.

Alta Loma, CA
$3,048,909
Big Ben Engineering
Irvine CA
$3,845,465
Mladen Buntich Construction
Upland, CA
$5,688,575
C.P. Construction
Upland, C
A
$6,889,375
Gentry General Engineering
Inc.

Upland, CA
$10,918,385
The bids received were based on estimated quantities of materials, along with hourly rates for staﬃng and equipment. The quantities reﬂected in the bids are estimates only. The recommendation to award the proposed Agreement is based on historical budgets previously allocated for this type of work. Staﬀ recommends awarding the Agreement to T.E. Roberts Inc., based on their status as the lowest responsive bidder, demonstrated performance on similar projects, ability to complete the work in a timely manner, and proven expertise in water distribution and sewer system repairs.
91 46700.00100\40935194.1

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 T.E. Roberts, Inc. a CORPORATION, with its principal place of business at 306 West Katella Avenue, Unit 8, Orange, CA 92867 ("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 On-Call Services for Water Distribution and Sewer Collection System Repairs 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 it is familiar with the plans of the City.

2.2 Project.

City desires to engage Contractor to render such services for the On-Call Services for Water Distribution and Sewer Collection System Repairs project (“Project”) as set forth in this Agreement.

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 92 46700.00100\40935194.1

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

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 September 2nd, 2025 to June 30th, 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 (4) 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 One Million and Two Hundred Thousand ($1,200,000.00) without written approval of City’s City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 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.

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 93 46700.00100\40935194.1

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

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.

3.3.5 Contractor’s Representative. Contractor hereby designates Timothy Roberts, 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. 94 46700.00100\40935194.1

BB&K (2024) - 4 - MAINTENANCE SERVICES 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 and Liquidated Damages.

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. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of Five Hundred Dollars ($500.00) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

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 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 95 46700.00100\40935194.1

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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 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 96 46700.00100\40935194.1

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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 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 97 46700.00100\40935194.1

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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 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: $3,000,000 per occurrence for bodily injury, personal 98 46700.00100\40935194.1

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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. (4) Pollution Liability Insurance of at least $2,000,000 per occurrence shall be provided by the Supplier if transporting hazardous materials. (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 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).
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(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) Pollution Liability Insurance of at least $2,000,000 per occurrence shall be provided by the Supplier if transporting hazardous materials. (E) 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, 100
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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 101
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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. 102
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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) 103
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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. 104
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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, 105
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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:

T.E. Roberts, Inc.
306 West Katella Avenue, Unit 8
Orange, CA 92867
Attn: Timothy Roberts, President
City:

City of Ontario
303 East “B” Street
Ontario, CA 91764
Attn: Andy Marquez, OMUC
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. 106
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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 107
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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

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SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND T.E. ROBERTS, INC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF ONTARIO T.E. Roberts, Inc.

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

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

EXHIBIT “A”

SCOPE OF SERVICES

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BB&K (2024) Exhibit A-2 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-3 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-4 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-5 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-6 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-7 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-8 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-9 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-10 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-11 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-12 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-13 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-14 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-15 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-16 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-17 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-18 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-19 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-20 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-21 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-22 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-23 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-24 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-25 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-26 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-27 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-28 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-29 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-30 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-31 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-32 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-33 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-34 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-35 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-36 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-37 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-38 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-39 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-40 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-41 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-42 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-43 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-44 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-45 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-46 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-47 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-48 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-49 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-50 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-51 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-52 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-53 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-54 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-55 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-56 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-57 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-58 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-59 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-60 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-61 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-62 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit A-63 MAINTENANCE SERVICES AGREEMENT

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

EXHIBIT “B”

SCHEDULE OF SERVICES

AS NEEDED BASIS

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

EXHIBIT “C”

COMPENSATION
(see next page)

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BB&K (2024) Exhibit C-2 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit C-3 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit C-4 MAINTENANCE SERVICES AGREEMENT

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BB&K (2024) Exhibit C-5 MAINTENANCE SERVICES AGREEMENT

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

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

AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH FUEL SERV, INC. FOR FUEL SITE EQUIPMENT MAINTENANCE AND ON-CALL SERVICES

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Maintenance Services Agreement with Fuel Serv, Inc., of Montclair, California, for fuel site equipment maintenance and on-call services in the amount of $600,000, for a total not-to-exceed contract amount of $750,000, and exercising the remaining four option years extending the term to September 30, 2029.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The recommended Amendment No. 1 with Fuel Serv, Inc., increases the contract amount by $150,000 annually for Fiscal Years 2025 through 2029 for a total not-to-exceed contract amount of $750,000 over the ﬁve-year term. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Equipment Services Fund for fuel site equipment maintenance and on-call services.

BACKGROUND & ANALYSIS:

On December 17, 2024, the City entered into a one-year agreement with the option to extend for four additional one-year terms with Fuel Serv, Inc., resulting from the award of Bid No. 1833, for a total contract amount not-to-exceed $150,000. The recommended Amendment No. 1 increases the annual contract amount by $150,000 for Fiscal Years 2025-2029 for a total not-to-exceed amount of $750,000 over the five-year term.

The City owns, operates, and maintains two ﬂeet service repair sites and twelve fuel sites. As the City continues to grow, demand on our garage and fueling equipment has increased, requiring more maintenance to ensure safety, reliability, and uninterrupted support for critical services and infrastructure. The Municipal Services Department depends on vendors to provide maintenance and on-call services for garage and fuel site equipment. Staﬀ recommends approving Amendment No. 1 to ensure continued service and operations.
179
PAUL S. LEON
MAYOR

ALAN WAPNER

MAYOR PRO TEM
JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK
JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
AMENDMENT NO. 1 TO THE MAINTENANCE SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO AND

FUEL SERV

1. Parties and Date.

This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of , by and between the City of Ontario (“City”) and Fuel Serv, a S -Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Maintenance Service Agreement” dated December 17, 2024 (“Agreement”).

2.2 Amendment Purpose . The City and Contractor desire to amend the Agreement to extend term to September 30, 2026, and increase compensation by Six Hundred Thousand Dollars ($600,000) for a new total not -to-exceed amount of Seven Hundred Fifty Thousand Dollars (750,000).

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section

3. 7.11, and 3.7.19 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:
"The term of this Agreement shall be from October 1, 2024, to September 30, 2029, with three (3) additional one-year terms exercisable solely at the option of the City unless earlier terminated, as provided herein. Vendor shall provide all Goods and 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 work."
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3.2 Amendment. Section 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:
“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 Seven Hundred Fifty Thousand Dollars ($750,000) without written approval of City Manager.

Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”

3.3 Continuing Effect of Agreement . Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[SIGNATURES ON FOLLOWING PAGE]
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BB&K 2020
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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE MAINTENANCE SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO

AND FUEL SERV
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 as of the day and year first above written.

CITY OF ONTARIO FUEL SERV
Approved By:

By:

Its:

Scott Ochoa
City Manager
Approved as to Form:

Printed Name:

Best Best & Krieger LLP
City Attorney
Attested By:

City Clerk
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Exhibit C-1

COMPENSATION
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Exhibit C-2
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Exhibit C-3
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Exhibit C-4
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Exhibit C-5
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Department: Police Department
Prepared By: Celeste Owens
Department:

Prepared By: Celeste Owens
Staff Member Presenting: Mike Lorenz, Chief of
Police
Approved By:

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

AUTHORIZE THE PURCHASE OF SPECIALIZED LAW ENFORCEMENT SAFETY

EQUIPMENT WITH AARDVARK

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Maintain the Current High Level of Public Safety
Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2025-26 Adopted Budget includes appropriations of $187,684 in the Department of Justice (DOJ) Asset Seizure Fund for the purchase of specialized law enforcement safety equipment.

BACKGROUND & ANALYSIS:

The Ontario Police Department Special Tactic Teams are elite teams composed of a selective group of sworn oﬃcers who receive ongoing specialized training to manage unique and challenging law enforcement situations. The core mission of the team is to reduce risk and safeguard life and property during special operations. These Special Tactic Teams are occasionally assigned to execute search and arrest warrants that may involve a heightened level of risk to both oﬃcers and the community. The body armor that is currently in use is approaching expiration, creating a timely need for replacements. Authorizing the purchase of new specialized law enforcement safety equipment from Aardvark will ensure the team remains properly equipped and protected while performing their duties.

On April 4, 2023, the City of Ontario approved Aardvark as an essential services vendor. This one- time purchase will provide Police Department personnel with the equipment and supplies necessary to execute their duties safely and eﬃciently. Based on Aardvark's proven record of delivering exceptional equipment and reliable service that supports the City's high public safety standards, Staff recommends proceeding with the purchase of new body armor. 188
n oi i a d S ppi Add ssI nvoicing and Shipping Address:

Ontario Police Department, Scott Shaffer
2500 South Archibald Ave
Ontario CA 91761
United States
 9093952779
Ontario Police Department
2500 South Archibald Avenue
Ontario CA 91761
United States
Quotation: SQ22194
ot tio DatQuotation Date:
06/06/2025
Exp at n:Expiration:
08/30/2025
S lespe s n:Salesperson:

Brittany Baeza

DE CRIPT ONDESCRIPTION ROUTROUTE QUAN I YQUANTITY IUNIT

PR CEPRICE

OTALTOTAL
[P7Q-IHS-HC-LW-FD] P7 Integrated Helmet System/Light Weight/High Cut/FD (Specify Size, Color)

25.00 Units
1695.00 $ 42,375.00
[P7Q-SEV3-UL3A] Project 7/SEV3/Complete Platform Ultralight 3A Ballistics (Specify Closure, Size, Length, Color)

25.00 Units
2910.00 $ 72,750.00
[P7Q-ACC-TP-UL3A] Project 7/Throat Protector/Complete with Ultralight 3A Ballistics (Specify Color)

25.00 Units
200.00 $ 5,000.00
[P7Q-ACC-UA-UL3A] Project 7/Upper Arm/Complete with Ultralight 3A Ballistics (Specify Color)

25.00 Units
510.00 $ 12,750.00
[P7Q-ACC-GS-UL3A] Project 7/Groin Standard/Complete with Ultralight 3A Ballistics (Specify Color)

25.00 Units
290.00 $ 7,250.00
[P7-PS-LT-SET-OF-5-MC] P7 Lightweight Pouch Set (Five) 25.00 Units
325.00 $ 8,125.00
[P7Q-IDPSET] Project 7 ID Patch Set(Front 2x6, Back 3x8, Upper Arms 2x6) 25.00 Units

70.00 $ 1,750.00
[P7-RP-3++-ICW-LW-LG] Project 7/Rifle Plate/Level 3++ ICW/Lightweight/SAPI Large

50.00 Units
450.00 $ 22,500.00
Standard delivery 1.00 Units 90.00 $ 90.00
FED TAX ID:

DUNS #: 861004349
SAM UEI: DGSKHRKYPDK9

PROTECTING TACTICAL OPERATORS
www.aardvarktactical.com | (800) 997-3773
Page: 1 / 2
189
Unta d Amo tUntaxed Amount $ 172,590.00
Taxes $ 15,093.75
To alTotal $ 187,683.75
*
Delivery 120 Days ARO
*
Please contact Brittany Baeza at 909-451-6102 or [email protected] if you would like to place this order. Thank You!
Payment terms: 30 Days
FED TAX ID:

DUNS #: 861004349
SAM UEI: DGSKHRKYPDK9

PROTECTING TACTICAL OPERATORS
www.aardvarktactical.com | (800) 997-3773
Page: 2 / 2
190
Department: Public Works
Prepared By: Manuel Rebolledo
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Bonnie Tam, Jacqueline Leon
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT:

AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH ASSETWORKS, INC. FOR FLEET MAINTENANCE, REPAIR, DATA TRACKING

SOFTWARE, AND DATA RETENTION

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Maintain the Current High Level of Public Safety
FISCAL IMPACT:

The recommended Amendment No. 2 with AssetWorks, Inc. is in the amount of $198,142 for a total not-to-exceed amount of $345,485 over the ﬁve-year term. The annual costs are $62,563 for Fiscal Year 2025–26, $65,815 for Fiscal Year 2026–27, and $69,764 for Fiscal Year 2027–28. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Information Technology Fund for fleet maintenance, repair, data tracking software, and data retention.

BACKGROUND & ANALYSIS:

On July 1, 2023, the City entered into a Maintenance Services Agreement with AssetWorks, Inc. In July 2024, Amendment No. 1 to the Maintenance Services Agreement with AssetWorks, Inc. was executed to increase the contract amount by $56,841 for a total not-to-exceed contract amount of $147,343. The recommended Amendment No. 2 increases the contract amount by $198,142 over the remaining 3-year term.

The Municipal Services Department utilizes AssetWorks, Inc. to manage critical aspects of our vehicle and equipment maintenance program. This system is essential for accurate tracking of labor, parts, vehicle service history, and shop productivity. AssetWorks, Inc. provides a centralized platform that supports operational eﬃciency and ensures compliance with City and industry standards. AssetWorks, Inc. is fully integrated into our daily operations. It captures labor hours, parts usage, preventive maintenance schedules, and work order history for every vehicle and piece of equipment in the City’s ﬂeet. The software provides the tools necessary to monitor shop productivity, identify cost drivers, and ensure compliance with maintenance schedules, resulting in 191
improved asset uptime and cost control. AssetWorks, Inc. enables ﬂeet services to generate detailed reports and dashboards used for internal performance reviews, budget planning, and regulatory reporting. Staﬀ recommends approving Amendment No. 2 to ensure uninterrupted service and continued efficiency in our fleet operations. 192
1001 Old Cassatt Road │ Suite 204 │ Berwyn PA 19312 Number 1341 FA MNT25 Tel (484) 588-5515 Fax (610) 971-9447 5 Year Term
TO: City of Ontario Remaining 3 years
FROM: AssetWorks Inc.

DATE:

RE: FleetFocus FA Maintenance and Support Renewal
Prices valid through June 30, 2028
Annual Software Maintenance and Support for period 7/1/2025 - 6/30/2026 FleetFocus FA license for up to 1,100 active equipment units 60,251.58$
MAXQueue Integration Module, year 2 maintenance pro-rated for period 3/29/25 - 6/30/26 615.84$ MobileFocus / SmartApps year 2 maintenance pro-rated for period 3/29/25 - 6/30/26 1,695.56$ Includes product updates and enhancements, unlimited email and telephone support for 12 months Subtotal, Year 1 62,562.98$
Annual Software Maintenance and Support for period 7/1/2026 - 6/30/2027 FleetFocus FA license for up to 1,100 active equipment units 65,814.99$
Subtotal, Year 2 65,814.99$
Annual Software Maintenance and Support for period 7/1/2027 - 6/30/2028 FleetFocus FA license for up to 1,100 active equipment units 69,763.89$
Subtotal, Year 3 69,763.89$
For Visa, MasterCard, and American Express payments, add 4%:

REMIT TO: Sales Tax: 0.0000% -$
CHECKS All software updates are electronically delivered AssetWorks
PO Box 202525 3 Year Budgetary Total, $ US 198,141.86$
Dallas TX 75320-2525

EFT, ACH, OR DIRECT DEPOSIT
Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID # 46-0521049 ABA # 122105278 Canada GST/HST # 834113896 RT0001
Account # 5076434348
Terms

SOLE SOURCE
→ If you have any questions, please contact Alexis Scheifley at [email protected]. Page 1 of 2 ←

MAINTENANCE RENEWAL STATEMENT
August 12, 2025
If you require a separate invoice , complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice , we must receive that PO by email to [email protected] or by fax to (610) 971-9447. Do not mail POs to our remittance address .

Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http://www.assetworks.com/TC-Fleet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required 90 days prior to annual renewal date.

FleetFocus is proprietary property of AssetWorks Inc. and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights. Accordingly, AssetWorks is the sole source for software, maintenance and services of its products.

Including Bar Code, Call Center, Crystal Reports Embedded, Enterprise Portal, Equipment Planning, Labor Capture, Maxqueue, MobileFocus for 3 devices, Notifications, Production Planning, Query, Replacement Modeling, Reporting, Service Level Agreements, Service Requests, Shop Activity, Shop Scheduling, Warranty, KPI/Dashboards Module, and API subscription - all existing APIs excluding Telematics Cloud Same configuration as above
Same configuration as above
C:\Users\alexis.scheifley\Desktop\Ontario CA FA Maint Renewal July 2025_3yr Confidential Information 193
1001 Old Cassatt Road │ Suite 204 │ Berwyn PA 19312 Number 1341 FA MNT25 Tel (484) 588-5515 Fax (610) 971-9447 5 Year Term
TO: City of Ontario Remaining 3 years
FROM: AssetWorks Inc.

DATE:

RE: FleetFocus FA Maintenance and Support Renewal
Prices valid through June 30, 2028

MAINTENANCE RENEWAL STATEMENT
August 12, 2025
I, the undersigned, accept this maintenance renewal as described above.

Name: Title:

Signature: Date:
[ ] PO REQUIRED: #______________________________ [ ] NO PO REQUIRED → If you have any questions, please contact Alexis Scheifley at [email protected]. Page 2 of 2 ← [ ] Please MAIL invoice to: _____________________________________________________________________________________ [ ] Please E-MAIL invoice to: ____________________________________________________________________________________ [ ] NO SEPARATE INVOICE
NEEDED
C:\Users\alexis.scheifley\Desktop\Ontario CA FA Maint Renewal July 2025_3yr Confidential Information 194
Department: Human Resources
Prepared By: Amanda Elias
Staff Member Presenting: Angela C. Lopez,
Executive Director Human Resources
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 13
SUBJECT:

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH JUNIPER

GROUP, LLC FOR LEADERSHIP COACHING AND EMPLOYEE DEVELOPMENT

SERVICES

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 4 to the Professional Services Agreement with Juniper Group, LLC, of Annapolis, Maryland, for leadership coaching and employee development services in the amount of $175,000 for a total not-to-exceed amount of $325,000.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The proposed Amendment No. 4 increases the Agreement amount by $175,000 for a revised total not-to-exceed amount of $325,000. Each City Agency will assume ﬁscal responsibility to ensure that departmental expenditures related to leadership coaching and employee development services remain within the Agency’s annual budgets. The Fiscal Year 2025- 26 Adopted Budget includes appropriations in the General Fund for these services. If approved, additional appropriations will be included in future years in accordance with the annual budget adoption process.

BACKGROUND & ANALYSIS:

On September 22, 2022, the City of Ontario entered into a Professional Services Agreement with Juniper Group, LLC (Juniper Group) to provide leadership coaching and employee development workshops for City Staﬀ. The services were initially limited in scope to address a speciﬁc need and were brought forward based on a referral from regional public sector Human Resources professionals. Since that time, Juniper Group has delivered highly eﬀective coaching, leadership development, employee development, and training workshops tailored to the City’s organizational needs. As a result, the scope of services has expanded to include broader initiatives across City Departments.

Juniper Group has established a strong rapport with City Staﬀ and demonstrated the ability to consistently deliver high-quality results. City Staﬀ recommends that the City Council approve Amendment No. 4 to continue existing projects and maintain service continuity under the sole 195
source provision. A transition to a new provider at this stage would disrupt momentum, reduce eﬃciency, and compromise the City’s investment in ongoing leadership and organizational development initiatives. The proposed increase in total compensation by $175,000 will result in a new not-to-exceed amount of $325,000 for the five-year term ending on May 31, 2027.

Although the City has not issued a formal Request for Proposal (RFP) during the current ﬁve-year term, City Staﬀ understand the importance of competitive procurement and are committed to issuing an RFP at the end of the current agreement if the City requires ongoing coaching and training services beyond the term of the Agreement.
196
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Page 1 of 3 ends

BB&K 2020

AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
JUNIPER GROUP, LLC.

1. Parties and Date.

This Amendment No. 4 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Juniper Group, LLC , a Limited Liability Corporation (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. T he City and Consultant have entered into an agreement entitled “Leadership Coaching and Team Building Workshops ” dated September 22, 2022 (“Agreement”).

2.2 Amendment Purpose . T he City and Consultant desire to amend the Agreement to extend the term and increase compensation by $175,000 for a new not-to-exceed amount of $325,000.

The Parties have heretofore entered into an Agreement, dated September 22, 2022, for a not-to-exceed amount of $ 15,000. The Parties have heretofore entered into Amendment No. 1 dated February 1, 2023, for a not-to-exceed amount of $30,000. The Parties have hereto entered into Amendment No. 2 dated February 1, 2024, for a new not-to-exceed amount of $96,000. The Parties have hereto entered into Amendment No. 3 dated March 4, 2025, for a new not-to-exceed amount of $150,000.

2.3 Amendment Authority . This Amendment No. 4 is authorized pursuant to Section

3.7.14 of the Agreement.

3. Terms.

3.1 Amendment. Section s 3.1.2 and 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:

3.1.2 “Term. The term of this agreement shall be from September 22, 2022, to August 31, 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
197
46700.00100\33287662.1

Page 2 of 3 ends

BB&K 2020

2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agre ement if necessary to complete the Services.”

3.2.1 “ Compensation. Consultant shall receive compensation, including authorized reimbursement, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” attached hereto and incorporated herein by reference. The total compensation amount shall be increased by One Hundred Seventy-Five Thousand Dollars ($ 175,000) and not to exceed the contract amount of Three Hundred Twenty-Five Thousand Dollars ($325,000) without the written approval of the City Council or City Manager, as applicab le. Extra work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”
Attachment “A” Scope of Services is hereby deleted in its entirety and replaced with Exhibit “A” Scopes of Services attached hereto and incorporated herein by reference.

Attachment “B” Compensation is hereby deleted in its entirety and replaced with Exhibit “B” Compensation attached hereto and incorporated herein by reference.

Exhibit “C” Compensation is hereby attached in its entirety.

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 4.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4.

3.4 Severability. If any portion of this Amendment No. 4is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Page 3 of 3 ends

BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 4 TO THE

PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ONTARIO AND JUNIPER GROUP, LLC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 4as of the day and year first above written.

CITY OF ONTARIO JUNIPER GROUP, LLC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
City Attorney
Attested By:

City Clerk
199
46700.00100\33225203.1
BB&K (2020) Exhibit “A-1” PROFESSIONAL SERVICES AGREEMENT

Exhibit "A"

SCOPE OF SERVICES
Strengths-Based Team-Building Workshops
3 to 4-hour Training Includes:
• Gallup® CliftonStrengths® Online Assessment and Strengths Insight Report • Supplemental Workshop Materials
• Gallup-Certified Expert Facilitation
• Breakout Activities and Team Discussions
• Customized Team and Organizational Strengths Overview • Follow-up Materials with Team Resources
• Prep-work
Workshop Outcomes
• Increase self-awareness, team, and strategic alignment • Appreciate and leverage the strengths of others
• Improve employee engagement and team performance
• Gain techniques to address team challenges
• Understand how to build effective team partnerships
• Transform relationships in the workplace and beyond
• Increase business productivity
• Reinforcement of diversity and inclusion initiatives through activities that encourage the recognition of other team members' strengths, their value, and how they can work together • Understand and leverage your team’s strengths
200
46700.00100\40935195.1
BB&K (2024) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT

Exhibit "B"

COMPENSATION
Leadership Coaching - Includes the following:
• 1 to 2 -hour coaching sessions; pre and post-coaching work; on -call email and phone support.
• Gallup CliftonStrengths assessment and analysis reports The hourly coaching rate is $275 per hour.

The hourly coaching rate for Department Heads and Execs is $325 per hour. • Fee Adjustment Schedule: The hourly rate set forth above shall be subject to an annual increase of five percent (5%) beginning in Year Four (4) of this Agreement. An additional five percent (5%) increase shall apply to the hourly rate in Year Five (5)of this Agreement. ------------------------------------------------------------------------------------------------------------------------------- The Leadership Circle Profile 360 assessment work - Includes the following:
• 360 Assessment implementation and administrative work • 360 Debriefing and coaching sessions
• 360 Team and Leadership Collaboration work
The hourly rate for the Leadership Circle Profile assessment work is $400 per hour. • Fee Adjustment Schedule: The hourly rate set forth above shall be subject to an annual increase of five percent (5%) beginning in Year Four (4) of this Agreement. An additional five percent (5%) increase shall apply to the hourly rate in Year Five (5)of this Agreement. ------------------------------------------------------------------------------------------------------------------------------- Team-Building & Leadership Workshop Trainings - Includes the following:
• Prep work, training materials, individual and team strengths analysis reports, post - workshop resources, and Gallup Certified facilitation for a 3 to 4-hour training session. $2,000 to $5,000 (fees vary depending on training, number of attendees, materials, and resources needed) + the cost of the Gallup assessment codes $59.99 per person . This fee does not include any additional travel expenses.
------------------------------------------------------------------------------------------------------------------------------- Travel Expenses: The City will cover travel expenses that have been pre -approved before any travel arrangements are confirmed.
201
46700.00100\40935195.1
BB&K (2024) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT

EXHIBIT "C"

COMPENSATION
The total compensation shall not exceed Three Hundred Twenty-Five Thousand Dollars ($325,000) for the five-year period from September 22, 2022, to August 31, 2027. 202
Department: Planning
Prepared By: Elly Antuna
Staff Member Presenting: Rudy Zeledon,
Executive Director Community Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 14
SUBJECT:

A PUBLIC HEARING TO APPROVE
FILE NO. PUD23-001
, A PLANNED UNIT
DEVELOPMENT ON 0.37-ACRE OF LAND LOCATED AT 111 NORTH MONTEREY AVENUE

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council introduce and waive further reading of an Ordinance approving File No. PUD23-001, the Monterey Avenue Planned Unit Development, establishing development standards, design guidelines, and infrastructure requirements to facilitate a commercial development at 111 North Monterey Avenue.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

There is not a direct ﬁscal impact associated with this action. The proposed Monterey Avenue Planned Unit Development (PUD) establishes development standards and guidelines to facilitate the development of a commercial building. Implementation of the PUD would result in an increase in property and sales taxes from future development and the one-time payment to the City of plan check fees and development impact fees.

BACKGROUND & ANALYSIS:

On June 29, 2023, Ernest Wang ﬁled a PUD application (File No.

PUD23-001), concurrently with a Development Plan (File No. PDEV23-018) applications to facilitate construction of a two-story commercial building.

The Project site is comprised of 0.37-acres of land located at the northwest corner of North Monterey Avenue and East Holt Boulevard, at 111 North Monterey Avenue, within LUA-3 (Holt Boulevard) of the MU-1 (Downtown Mixed Use) zoning district.

The Policy Plan speciﬁes that the Downtown Mixed-Use Area is to be implemented through the approval of an Area Plan or Planned Unit Development prior to the development of properties. In compliance with this requirement, the Applicant has submitted the Monterey Avenue Planned Unit 203
Development (included as Attachment A to the Ordinance), which is consistent with this vision, goals, and policies of the Policy Plan.

A Planned Unit Development is comparable to a Speciﬁc Plan in that it establishes development regulations that are unique to a speciﬁc area. However, it is unlike a Speciﬁc Plan in that a Planned Unit Development is typically intended to apply to a single development project or several interrelated development projects that function together as a single, comprehensive project.

Key components of the Monterey Avenue Planned Unit Development include the following:

Land Use and Development Regulations
—
The MU-1 (Downtown Mixed Use) zoning district
allows for a mixture of vertical and horizontal retail, entertainment, and oﬃce uses at a development intensity of up to 2.0 FAR, and residential uses at a density of 25 to 75 DU/AC.

Consistent with the MU-1 zoning district and in keeping with the context of the surrounding development, the Monterey Avenue PUD allows for commercial development with an FAR up to 2.0, with a maximum building height of 35 feet or two-stories. The minimum building setback proposed along Holt Boulevard and Monterey Avenue is 10 feet for buildings, oﬀ- street parking stalls, mechanical equipment and ancillary structures. Interior and alley property line setbacks are 5 feet.

Landscaping

—
A minimum of 18% of landscaping is required. The PUD provides a planting palette comprised of “California friendly” planting materials that are compatible with the overall architectural style established by the PUD. The PUD also requires the landscaping and irrigation to comply with AB 1881, and all other laws and regulations related to planting materials.

Parking and Circulation
— Th
e PUD utilizes a combination of on-site and on-street parking to provide an adequate parking supply to meet the anticipated parking demand for the Project.

The parking ratio for the anticipated uses is 4 spaces per 1,000 SF. The Project site is located within a mixed-use area where on-street parking is available along Monterey Avenue and on surrounding blocks.

Access to Mass Transit
—
The San Bernardino County Transportation Authority (SBCTA), in cooperation with the cities of Pomona, Montclair, Ontario, Rancho Cucamonga, and Fontana, is currently constructing a 35-mile-long bus rapid transit (BRT) system referred to as the West Valley Connector Corridor (WVCC) project. The WVCC line will have stations along Holt Boulevard on Lemon Avenue and Campus Avenue.

Architectural Character
— The PUD architectural style and design is a modern commercial style. Architectural treatments will be continued on all sides of the buildings. All towers or raised elements will be fully ﬁnished on all sides to appear as 3 dimensional features. The architecture for the building will feature enhanced materials such as natural stone, or tile to be used as a base treatment and to highlight architectural features such as columns, arches or popped out tower elements. All enhanced materials shall terminate at logical points, such as an interior corner, and shall incorporate cap treatments to provide a transition between materials.

On July 22, 2025, the Planning Commission conducted a public hearing to consider the project and concluded the hearing on that date. After considering all public testimony on the application, the 204
Planning Commission voted (6-0) to approve a Resolution recommending that the City Council approve the PUD and approved a Resolution for a Development Plan (File No. PDEV23-018) to construct a two-story commercial building.

HOUSING ELEMENT COMPLIANCE:

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

AIRPORT LAND USE COMPATIBILITY PLAN (ALUCP) COMPLIANCE:

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

ENVIRONMENTAL REVIEW:

The Project is exempt from the requirements of the California Environmental Quality Act (CEQA) and the guidelines promulgated thereunder, pursuant to Section 15061(b)(3) of the CEQA Guidelines, in that the activity is covered by the “common sense exemption” (also known as the “general rule exemption”) that CEQA applies only to projects that have the potential for causing a signiﬁcant eﬀect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a signiﬁcant eﬀect on the environment, the activity is not subject to CEQA.
205
Case Planner: Elly Antuna, Associate Planner Hearing Body Date Decision Action Planning Director
Approval:

DAB 07/07/25 Approval Recommend
PC 07/22/25 Final
Submittal Date: 06/29/23 CC
F
ILE NOS: PUD23-001 and PDEV23-018
SU
BJECT: A public hearing to consider a Planned Unit Development (File No. PUD23- 001) t
o establish development standards and design guidelines, and a Development Plan (File No. PDEV23 -018) to facilitate the construction of a 5,795 square foot, 2 -story c
ommercial building on approximately 0.37 acres of land located at 111 North Monterey Avenue within the MU-6 (East Holt Mixed Use) zoning district. APN: 1048-523-15; Submitted by Ernest Wang. City Council action is required for File No. PUD23-001 PR
OPERTY OWNER: Qihua Feng
R
ECOMMENDED ACTION: That the Planning Commission consider and adopt the following:
(
1) A Resolution recommending that the City Council approve a Planned Unit Development (File No. PUD23 -001), pursuant to the facts and reasons contained in the staff report and attached Resolution as “Attachment A.” (
2) A Resolution approving the Development Plan (File No. PDEV23 -018) pursuant to the facts and reasons contained in the staff report and attached Resolution, and subject to the conditions of approval appended to the attached Resolution as "Attachment A.”
B
ACKGROUND: The Project site is located within the MU -1/LUA-3 (Downtown Mixed Use/Holt Boulevard) zoning district, requiring the preparation and approval of a Planned Unit Development (“PUD”) to establish the development standards, design guidelines, and infrastructure requirements for the site. On June 29, 2023, the Applicant submitted applications for a PUD (Monterey Avenue Planned Unit Development), File No. PUD2 3- 001, concurrently with the subject Development Plan application. Final approval of the Development Plan is contingent upon the City Council adoption of the PUD for the Project site.

O
n July 7, 2025, the Development Advisory Board conducted a public hearing regarding the Development Plan and recommended approval, subject to City Council approval of the PUD (File No. PUD23-001).
303 East B Street, Ontario, California 91764 Phone: 909.395.2036 / Email: [email protected]

PLANNING COMMISSION

AGENDA REPORT
July 22, 2025
Approval
9/2/2025 PUD-Final
206
Planning Commission Agenda Report
File Nos.: PUD23-001 and PDEV23-018
July 22, 2025

Page 2 of 21 ends

PROJECT SETTING: The Project site consists of 0.37 acres of land located at 111 North Monterey Avenue and is depicted in Exhibit A: Project Location Map . The project site is located at the northwest corner of East Holt Boulevard and North Monterey Avenue. The site is currently developed with a residence, one- car garage, and a 3 -car garage located along the alley at the north end of the site, depicted in Exhibit F: Site Photos. The southern section of the site which fronts Holt Boulevard is undeveloped. A 5-foot-wide Southern California Edison utility easement runs along the northern half of the west property line.

The site is surrounded by a well-established single-family residential neighborhood to the north, a gas station to the east, a historic multiple-family development to the west and a commercial center to the south . The existing surrounding land uses, zoning, and Policy Plan (general plan) land use designations are summarized in Table 1: Surrounding Zoning & Land Uses.

PROJECT ANALYSIS:

(1) Planned Unit Development (File No. PUD23-001)

(a) Land Use and Development Regulations — The MU -1 (Downtown Mixed Use) zoning district allows for a mixture of vertical and horizontal retail, entertainment, and office uses at a development intensity of up to 2.0 F AR, and residential uses at a density of 25 to 75 DU/AC . Consistent with the MU -1 zoning district and in keeping with the context of the surrounding development , the Monterey Avenue PUD allows for commercial development with an FAR up to 2.0 , with a maximum building height of 35 feet or 2 stories. The minimum building setback proposed along Holt Boulevard and Monterey Avenue is 10 feet for buildings, off-street parking stalls, mechanical equipment and ancillary structures. Interior and alley property line setbacks are 5 feet.

(b) Landscaping — A minimum of 18% of landscaping is required. The PUD provides a planting palette comprised of “California friendly” planting materials that are compatible with the overall architectural style established by the PUD. The PUD also requires the landscaping and irrigation to comply with AB 1881, and all other laws and regulations related to planting materials.

(c) Parking and Circulation — The PUD utilizes a combination of on-site and on- street parking to provide an adequate parking supply to meet the anticipated parking demand for the Project. The parking ratio for the anticipated uses is 4 spaces per 1,000 SF. The Project site is located within a mixed-use area where on-street parking is available along Monterey Avenue and on surrounding blocks.

(d) Access to Mass Transit — The San Bernardino County Transportation Authority (SBCTA), in cooperation with the cities of Pomona, Montclair, Ontario, Rancho Cucamonga, and Fontana, is currently constructing a 35-mile-long bus rapid transit (BRT) 207
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system referred to as the West Valley Connector Corridor (WVCC) project. The WVCC line will have stations along Holt Boulevard on Lemon Avenue and Campus Avenue.

(e) Architectural Character — The PUD architectural style and design is a modern commercial style. Architectural treatments will be continued on all sides of the buildings. All towers or raised elements will be fully finished on all sides to appear as 3 dimensional features. The architecture for the building will feature enhanced materials such as natur al stone, or tile should be used as a base treatment and to highlight architectural features such as columns, arches or popped -out tower elements. All enhanced materials shall terminate at logical points, such as an interior corner, and shall incorporate cap treatments to provide a transition between materials.

(2) Development Plan (File No. PDEV23-018)

(a) Site Design/Building Layout — The Project proposes to demolish the existing single-family residence and associated garage structures to facilitate the development of one multi-tenant commercial building with 4,820 square feet of office space consisting of 8 units ranging in size from 5 42 square feet to 688 square feet in area. The 2 -story, L- shaped building will have an overall height of 34 feet and is oriented to the southeast corner of the project site. The building will be setback 10 feet from the Holt Boulevard (south) property line and 9-feet and 6-inches from the Monterey Avenue (east) property line. A single row of parking stalls will be located along the interior (west) property line. A trash enclosure is located at the northeast corner of the site.

(b) Site Access/Circulation — The main access to the Project site is from Monterey Avenue, through a 25-foot wide, 2-way drive approach. Secondary access is from the north side of the Project through the alley way. A 24 -foot-wide main drive aisle runs north to south. Pursuant to the conditions of approval, decorative pavement will be installed at the Monterey Avenue driveway approach, which will extend from the back of the driveway apron to the first intersecting parking space.

Entries to the first-floor units front onto Holt Boulevard and Monterey Avenue. The second- floor unit entries are located at the rear of the building and are accessed from the parking lot via a centrally located stairwell and corridor.

(c) Parking — As specified in the proposed PUD, the Project utilizes a combination of on -site and adjacent on -street parking. The Project requires 1 parking space per 250 square feet of office space for a total of 19 vehicle parking spaces as specified in the proposed P UD, consistent with the Development Code. The Project provides 16 off -street spaces and 3 on -street spaces meeting the minimum parking requirement for the Project.

(d) Architecture — The Applicant has proposed a modern architectural style, utilizing the following treatments.

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 A corner tower element with large expanses of glazing;  Variations in roof heights with substantial cornices;  Smooth stucco finish, inset horizontal plank siding and natural stone along the base and tower;
 Decorative metal canopies; and
 Arched top windows with curved header trim.

(e) Landscaping — Perimeter landscaping is provided in the front, side, and rear setback areas. The conceptual landscape plan has been designed to utilize California native trees and drought tolerant planting materials. Planters provide additional landscaping throughout the Project site. The parkway along the Project frontage will be landscaped with new street trees (Date Palms along Monterey Avenue and Ash Trees along Holt Boulevard) and groundcovers. The existing street tree (Canary Island Palm) along Monterey Avenue will remain in place.

(f) Signage — All Project signage is required to comply with sign regulations provided in Ontario Development Code Division 8.1. Prior to the issuance of a Building Permit for the installation of any new on-site signage, the Applicant is required to submit Sign Plans for Planning Department review and approval. Pursuant to the Monterey Planned Unit Development, a sign program will be required for this Project which will regulate the amount and location of signage for the site. More specifically, the Sign Program will:

• Provide coordinated signing within a development project; • Utilize common design elements; and
• Include sign designs with the context of the building and landscape design, to form a unified architectural statement.

Staff will work with the Applicant to create a Sign Program that will contribute to the overall design quality of the site and surrounding area. A separate application will be required to be approved prior to any signage installation.

(g) Utilities (drainage, sewer) — Public utilities (water and sewer) are available to serve the Project. Furthermore, the Applicant has submitted a Preliminary Water Quality Management Plan (PWQMP), which establishes the Project 's compliance with storm water discharge/water quality requirements. The PWQMP includes site design measures that capture runoff and pollutant transport by minimizing impervious surfaces and maximizes low impact development (LID) best management practices (BMPs), such as retention and infiltration, biotreatment, and evapotranspiration. The PWQMP proposes the use of an infiltration cha mber at the southwest corner of the site . Any overflow drainage will be conveyed to the public street by way of parkway drains and culverts.

PUBLIC NOTIFICATION: The subject application was advertised as a public hearing in at least one newspaper of general circulation in the City of Ontario (the Inland Valley Daily Bulletin newspaper). In addition, notices were mailed to all owners of real property 209
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located within a minimum of 300 feet of the exterior boundaries of the property that is the subject of the hearing, as shown on the records of the County Assessor.

CORRESPONDENCE: As of the preparation of this Agenda Report , Planning Department staff has not received any written or verbal communications from the owners or occupants of properties surrounding the Project site or from the public in general, regarding the subject application.

AGENCY/DEPARTMENT REVIEWS: Each City agency/department has been provided the opportunity to review and comment on the subject application and recommend conditions of approval to be imposed upon the application. At the time of the Resolution preparation, recommended conditions of approval were provided and are appended to the attached Resolutions as Attachment A.

AIRPORT LAND USE COMPATIBILITY PLAN (ALUCP) COMPLIANCE: The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan.

On April 19, 2011, the City Council of the City of Ontario approved and adopted the ONT ALUCP, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Cou nties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the recommending body for the PUD and the decision-making body for the Development Plan , the Planning Commission has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2-2) and Safety Zones (ONT ALUCP Map 2-2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones (ONT ALUCP Map 2 -3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the Planning Commission finds a nd determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP.

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

(1) City Council Goals

• Operate in a Businesslike Manner
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• Focus Resources in Ontario's Commercial and Residential Neighborhoods

(2) Vision

Distinctive Development that integrates our varied and diverse focal points, districts, centers, corridors, and neighborhoods to provide a feeling of coherence without sacrificing uniqueness.

Commercial and Residential Development

• Development quality that is broadly recognized as distinctive and not exclusively tied to the general suburban character typical of much of Southern California.

• A system of vibrant retail, town, and neighborhood centers responsive to market demands and woven into the fabric of the community.

(3) Governance

Decision Making

Goal G1: Sustained decision-making that consistently moves Ontario towards its Vision by using The Ontario Plan as a framework for assessing choices.

• G1-1 Consistency with Policies. We require that staff recommendations to the City Council be consistent with adopted City Council Priorities (Goals and Objectives) and The Policy Pan.

• G1-2 Long-term Benefit . We require decisions to demonstrate and document how they add value to the community and support the Ontario Vision.

(4) Policy Plan (General Plan)

Land Use Element

Goal LU-1 Balance: A community that has a spectrum of housing types and price ranges that match the jobs in the City and that make it possible for people to live and work in Ontario and maintain a quality of life.

• LU-1.1 Strategic Growth. We concentrate growth in strategic locations that help create place and identity, maximize available and planned infrastructure, foster the development of transit, and support the expansion of the active and multimodal transportation networks throughout the City.

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• LU-1.6 Complete Community. We incorporate a variety of land uses and building types in our land use planning efforts that result in a complete community where residents at all stages of life, employers, workers, and visitors have a wide spectrum of choices of where they can live, work, shop and recreate within Ontario.

Goal LU-2 Compatibility: Compatibility between a wide range of uses and a resultant urban patterns and forms.

• LU-2.1 Land Use Decisions. We minimize adverse impacts on adjacent properties when considering land use and zoning requests.

• LU-2.2 Buffers. We require new uses to provide mitigation or buffers between existing uses where potential adverse impacts could occur. Additional mitigation is required when new uses could negatively impact environmental justice areas.

• LU-2.5 Regulation of Uses. We regulate the location, concentration, and operation of uses that have impacts on surrounding land uses.

• LU-2.11 Context -Aware Transitions and Connections. We require new development projects and land-planning efforts to provide context-aware and appropriate transitions and connections between existing and planned neighborhoods, blocks, sites, and buildings.

Goal LU -3 Flexibility : Staff, regulations and processes that support and allow flexible response to conditions and circumstances in order to achieve the Vision.

• LU-3.1 Development Standards. We maintain clear development standards which allow flexibility to achieve our Vision and provide objective standards that ensure predictability and deliver the intended physical outcomes.

Community Economics Element:

Goal CE-1 Complete Community: A complete community that provides for all incomes and stages of life.

• CE-1.1 Jobs -Housing Balance. We pursue improvement to the Inland Empire’s balance between jobs and housing by promoting job growth that reduces the regional economy’s reliance on out-commuting.

• CE-1.5 Business Attraction. We proactively attract new and expanding businesses to Ontario in order to increase the City’s share of growing sectors of the regional and global economy.

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Goal CE -2 Placemaking : A City of distinctive neighborhoods, districts, corridors, and centers where people choose to be.

• CE-2.1 Development Projects . We require new development and redevelopment to create unique, high-quality places that add value to the community.

• CE-2.2 Development Review. We require those proposing new development and redevelopment to demonstrate how their projects will create appropriately unique, functional, and sustainable places that will compete well with their competition within the region.

• CE-2.4 Protection of Investment. We require that new development and redevelopment protect existing investment by providing architecture and urban design of equal or greater quality.

Mobility Element

Goal M -2 Active Transportation : A system of trails and corridors that facilitate and encourage active modes of transportation.

• M-2.3 Pedestrian Walkways. We require streets to include sidewalks and visible crosswalks at major intersections where necessary to promote safe and comfortable mobility between residential areas, businesses, schools, parks, recreation areas, and other key destination points.

Community Design Element

Goal CD -1 Image & Identity : A dynamic, progressive city containing distinct and complete places that foster a positive sense of identity and belonging among residents, visitors, and businesses.

• CD-1.3 Existing Neighborhoods. We require the existing character of viable residential and non -residential neighborhoods be preserved, protected, and enhanced.

• CD-1.4 Transportation Corridors. We will enhance our major transportation corridors within the City through landscape, hardscape, signage and lighting. The extent of enhancement should be appropriate to the use, type, and context of each corridor.

Goal CD-2 Design Quality: A high level of design quality resulting in neighborhoods, public spaces, parks, and streetscapes that are attractive, safe, functional, human -scale, and distinct.

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• CD-2.1 Quality Building Design and Architecture. We encourage all development projects to convey visual interest and character through:

1. Building volume, massing, and height to provide context - appropriate scale and proportion;

2. A true architectural style which is carried out in plan, section, and elevation through all aspects of the building and site design and appropriate for its setting; and

3. Exterior building materials that are articulated, high quality, durable, and appropriate for the architectural style.

• CD-2.4 Urban, Mixed Use, and Transit -oriented Areas. We establish Place Types to require mixed use, urban, and transit-oriented areas to be designed and developed as pedestrian oriented areas that are integrated with adjacent neighborhoods and promote a vi brant, comfortable, and functional environment, as defined for each Place Type.

• CD-2.9 Landscape Design. We encourage durable, sustainable, and drought-tolerant landscaping materials and designs that enhance the aesthetics of structures, create and define public and private spaces, and provide shade and environmental benefits.

• CD-2.13 Entitlement Process. We work collaboratively with all stakeholders to ensure a high degree of certainty in the efficient review and timely processing of all development plans and permits.

Goal CD -3 Urban, Mixed Use, and Transit -Oriented Place Types : Vibrant urban environments that are organized around intense buildings, pedestrian and transit areas, public plazas, and linkages between and within developments that are conveniently located, visually appealing and safe during all hours.

• CD-3.1 Unique Identity. We promote development that heightens the unique character and identity of each Place Type by requiring compatible land uses and land planning, site design, and building design that promotes an active public realm.

• CD-3.2 Comfortable, Human -Scale Public Realm. We require that public spaces, including streets, parks, and plazas on both public and private property be designed to maximize safety, comfort and aesthetics and connect to the citywide pedestrian, vehicular, and bicycle networks.

• CD-3.4 Context- Aware and Appropriate Design. We require appropriate building and site design that complements existing development, respects 214
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the intent and identity of the Place Type, and provides appropriate transitions and connections between adjacent uses to ensure compatibility of scale, maintain an appropriate level of privacy for each use, and minimize potential conflicts.

• CD-3.5 Active Frontages. We create lively pedestrian streetscapes by requiring primary building, business, and residential entrances, outdoor dining, and storefronts be located on ground floors adjacent to sidewalks or public spaces and designed to maximiz e safety, comfort, aesthetics, and the intended functionality (as defined by the Place Type).

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

ENVIRONMENTAL REVIEW: The proposed PUD is exempt from the requirements of the California Environmental Quality Act (CEQA) and the guidelines promulgated thereunder, pursuant to Section 15061(b)(3) of the CEQA Guidelines, in that the activity is covered by the “common sense exemption” (also know n as the “general rule exemption”) that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a sig nificant effect on the environment, the activity is not subject to CEQA.

The proposed Development Plan is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15332 (Class 32, In -Fill Development Projects) of the CEQA Guidelines and meets all of the following conditions:

(a) The Project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. The proposed Project is located within the Mixed Use - Downtown land use district of the Policy Plan Land Use Map, and the proposed Monterey Avenue Planned Unit Development zoning district. The proposed Project is consistent with all applicable general plan policies, as well as with the proposed Monterey Avenue Planned Unit Development zoning designation and applicable Development Code regulations.

(b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses . The Project is proposed within the established boundaries of the City of Ontario, on a site totaling 0.37 acres of land, which is surrounded by a well-established single-family residential neighborhood to the north, a gas station to the east, a historic mu ltiple-family development to the west and a commercial center to the south.

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(c) The Project site has no value as habitat for endangered, rare, or threatened species. The site is located in an urbanized area, developed with a single -family residence and 2 detached garages, and as such is not a suitable habitat for any endangered, rare, or threatened species.

(d) Approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality . The proposed two -story multi -tenant commercial building is similar to, and of no greater impact than other allowed uses and development projects within the MU -1/LUA-3 (Downtown Mixed Use/Holt Boulevard) zoning district.

(e) The site can be adequately served by all required utilities and public services. All necessary wet and dry utilities are available for the Project and within the public streets (Holt Boulevard and Monterey Avenue) and/or alley adjacent to the Project site and readily available for connection.
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TECHNICAL APPENDIX:

Table 1: Surrounding Zoning and Land Uses
Existing
Land Use
Policy Plan
Designation
Zoning
Designation
Site Single-Family Residential Mixed Use - Downtown
MU-1/LUA-3 (Downtown Mixed
Use/Holt Boulevard)/Monterey
PUD
North Single-Family Residential Low Density Residential LDR-5 (Low Density Residential –

2.1 to 5.0 DU/Acre)
South Commercial Mixed Use - Downtown Melrose Plaza PUD (Commercial) East Commercial Gas Station Mixed Use - Downtown MU-1/LUA-3 (Downtown Mixed Use/Holt Boulevard)
West Multiple-Family Residential Mixed Use - Downtown MU-1/LUA-3 (Downtown Mixed Use/Holt Boulevard)

Table 2: General Site & Building Statistics
Item Required Min./Max. Provided (Ranges) Meets
Y/N
Floor Area Ratio: 2.0 .379 Y
Holt Boulevard setback (in FT): 10 FT Building - 10 FT
Off-Street Parking Stalls – 10 FT Y
Monterey Avenue setback (in FT): 10 FT
Building - 10 FT
Off-Street Parking Stalls – 10 FT
Ancillary Structures – 14 FT
Y
Alley setback (in FT): 5 FT
Building – 50 FT 11 IN
Off-Street Parking Stalls – 5 FT
Ancillary Structures – 13 FT 8 IN
Y
Interior setback (in FT): 5 FT
Building – 52 FT 8 IN
Off-Street Parking Stalls – 5 FT
Ancillary Structures – 67 FT
Y
Maximum height (in FT): 35 FT 34 FT Y

Table 3: Parking Summary
Type of Use Building
Area (in SF) Parking Ratio Spaces
Required
Spaces
Provided
General Business Office 4,820 SF 4 spaces per 1,000 SF 19 19 TOTAL 19 19

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Exhibit A: PROJECT LOCATION MAP

Project
Site
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Exhibit B: SITE PLAN

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Exhibit C: FLOOR PLAN

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Exhibit D: EXTERIOR ELEVATIONS
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Exhibit E: LANDSCAPE PLAN

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Exhibit F: SITE PHOTOS

View looking northwest

Existing Single-Family Residence
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Exhibit F: SITE PHOTOS CONTINUED

Existing Detached Garage

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Attachment A:

Resolution for File No. PUD23-001

(Document to follow this page)

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Attachment B:

Resolution for File No. PDEV23-018

(Document to follow this page)

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RESOLUTION NO. PC25-031

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

ONTARIO, CALIFORNIA, RECOMMENDING THAT THE CITY COUNCIL APPROVE FILE NO. PUD23-001, A PLANNED UNIT DEVELOPMENT TO

ESTABLISH DEVELOPMENT STANDARDS, DESIGN GUIDELINES, AND

INFRASTRUCTURE REQUIREMENTS FOR PROPERTY LOCATED AT
111 NORTH MONTEREY AVENUE, WITHIN THE LUA -3 (HOLT
BOULEVARD) DISTRICT OF THE MU- 1 (DOWNTOWN MIXED USE)
ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF— APN: 1048-523-15

WHEREAS, ERNEST WANG ("Applicant") has filed an Application for the approval of a Planned Unit Development , File No. PUD23-001, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to 0.37 acres of land generally located the northwest corner of Holt Boulevard and Monterey Avenue, at 111 North Monterey Avenue within the MU- 1/LUA-3 (Downtown Mixed Use/Holt Boulevard) zoning district, and is presently improved wi th a single- family residence and ancillary accessory residential structures; and

WHEREAS, the property to the north of the Project site is within the LDR -5 (Low Density Residential – 2.1 to 5.0 DU/Acre) zoning district and is developed with single- family residential. The property to the east is within the MU -1/LUA-3 (Downtown Mixed Use/Holt Boulevard) zoning district and is developed with a gas station. The property to the south is within the Melrose Plaza PUD zoning district and is developed with a commercial shopping center. The property to the west is within the MU -1/LUA-3 (Downtown Mixed Use/Holt Boulevard) zoning district, and is developed with multiple- family residential; and

WHEREAS, on June 29, 2023, the Applicant submitted a Planned Unit Development (File No. PUD2 3-001) in conjunction with a Development Plan (File No.

PDEV23-018) to construct a 5,795 square foot, 2-story commercial building; and

WHEREAS, the Project site is located within the Downtown Mixed -Use District of the Policy Plan (general plan). The Policy Plan specifies that the Downtown Mixed -Use District is to be implemented through the approval of an Area Plan or Planned Unit Development (“PUD”) prior to the development of properties within the District. In compliance with this requirement, the Applicant has submitted the Monterey Avenue Planned Unit Development (included as Attachment “A” of this Resolution), which is consistent with this vision, and goals and policies of the Policy Plan; and

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WHEREAS, the specific purpose of the Planned Unit Development is to secure a fuller realization of the Policy Plan than would otherwise result from the strict application of present zoning district regulations, and to promote high standards in urban design; encourage the development of exceptionally high quality, mixed -use, high intensity projects, while establishing regulations and standards for uses with unique regulatory and design needs; and ensure harmonious relationships with surrounding land uses; and

WHEREAS, the Application is a project pursuant to the California Environmental Quality Act, commencing with Public Resources Code Section 21000 (hereinafter referred to as "CEQA"); and

WHEREAS, the Project is exempt from CEQA pursuant to a categorical exemption (listed in CEQA Guidelines Article 19, commencing with Section 15300) and the application of that categorical exemption is not barred by one of the exceptions set forth in CEQA Guidelines Section 15300.2; and

WHEREAS, Ontario Development Code Table 2.02-1 (Review Matrix) grants the Planning Commission the responsibility and authority to review and make recommendation to the City Council on the subject Application; and

WHEREAS, the Project has been reviewed for consistency with the Housing Element of the Policy Plan component of The Ontario Plan 2050, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principals, goals, and policies of the Housing Element; and

WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (hereinafter referred to as "ALUCP"), which applies only to jurisdictions within San Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and

WHEREAS, City of Ontario Development Code Division 2.03 (Public Hearings) prescribes the manner in which public notification shall be provided and hearing procedures to be followed, and all such notifications and procedures have been completed; and

WHEREAS, on July 22, 2025, the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and
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WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND RESOLVED by the Planning Commission of the City of Ontario, as follows:

SECTION 1: Environmental Determination and Findings. As the recommending authority for the Project, the Planning Commission has reviewed and considered the information contained in the administrative record for the Project. Based upon the facts and information contained in the administrative record, including all written and oral evidence presented to the Planning Commission, the Planning Commission finds as follows:

(1) The administrative record has been completed in compliance with CEQA, the State CEQA Guidelines, and the City of Ontario Local CEQA Guidelines; and

(2) The Project is exempt from the requirements of the California Environmental Quality Act (CEQA) and the guidelines promulgated thereunder, pursuant to Section 15061(b)(3) of the CEQA Guidelines, in that the activity is covered by the “common sense exemption” (also known as the “general rule exemption”) that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA; and

(3) The determination of CEQA exemption reflects the independent judgment of the Planning Commission.

SECTION 2: Housing Element Compliance. Pursuant to the requirements of California Government Code Chapter 3, Article 10.6, commencing with Section 65580, as the recommending authority for the Project, the Planning Commission finds that based on the facts and information contained in the Application and supporting documentation, at the time of Project implementation, the Project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan 2050, as the Project site is not one of the properties in the Housing Element Sites Inventory contained in Tables B-1 and B-2 of the Housing Element Technical Report.

SECTION 3: Airport Land Use Compatibility Plan ("ALUCP") Compliance.

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(1) On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area , as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. A s the recommending body for the Project, the Planning Commission has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2 -2) and Safety Zones ( ONT ALUCP Map 2 -2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones ( ONT ALUCP Map 2-3), [3] Airspace protection Zones ( ONT ALUCP Map 2- 4), and [ 4] Overflight Notification Zones ( ONT ALUCP Map 2-5). As a result, the Planning Commission therefore finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP.

SECTION 4: Concluding Facts and Reasons. Based upon the substantial evidence presented to the Planning Commission during the above- referenced hearing, and upon the specific findings set forth in the Sections above, the Planning Commission hereby concludes as follows:

(1) The proposed PUD, or amendment thereto, is consistent with the goals, policies, plans and exhibits of the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan 2050 . The Project is consistent with the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan. Section 1.1, The Ontario Plan Objectives of the Planned Unit Development, describes the manner in which the Planned Unit Development complies with the Policy Plan goals and policies.

(2) The proposed PUD, or amendment thereto, would not be detrimental to the public interest, health, safety, convenience, or general welfare of the City .

The Planning Commission has required certain safeguards, and has required certain changes, which have been established to ensure that: [i] the purposes of the Planned Unit Development are maintained; [ii] the project will not endanger the public health, safety or general welfare; [iii] the project will not result in any significant environmental impacts; [iv] the project will be in harmony with the area in which it is located; and [v] the project will be in full conformity with the Vision, City Council Prio rities and Policy Plan components of The Ontario Plan.

(3) In the case of an application affecting specific property(ies ), the proposed PUD, or amendment thereto, will not adversely affect the harmonious relationship with adjacent properties and land uses. The Planned Unit Development area is situated in Ontario’s downtown and is adjacent to residential and commercial land 230
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uses and development. The surrounding development supports the objective of the Planned Unit Development to further commercial and residential mixed-use development.

The Project will not affect the harmonious relationship with adjacent properties and land use.

(4) In the case of an application affecting specific property(ies), the subject site is physically suitable, including, but not limited to, parcel size, shape, access, and availability of utilities, for the request and anticipated development. In preparing the proposed Planned Unit Development, a thorough review and analysis of the proposed Project and the subject site’s physical suitability for the Project was completed, including analysis of the project size, shape, intensity of development, building height, building setbacks, site access, site landscaping and drainage, fences and walls, vehicle circulation, pedestrian connections, availability of mass transit, necessary street dedication and easements, public right -of-way improvements, availability of utiliti es and other infrastructure needs, off -street parking and circulation, building orientation and streetscapes, architectural character, building materials and color, and site signage.

Based upon this review and analysis, the subject site has been deemed phy sically suitable, including but not limited to parcel size, shape, access, and availability of utilities, for the proposed Planned Unit Development and the proposed development.

(5) The proposed PUD is superior to that which could be obtained through the application of the Development Code or a specific plan. The Planned Unit Development will establish minimum building setbacks, parking requirements, allow on- street parking, and establish a planting palette. These standards in the Planned Unit Development will facilitate the development of a 5,795 square foot 2- story commercial building, related parking facilities and trash enclosure. The proposed Planned Unit Development will allow fo r subsequent development that is superior to that which could be obtained through the application of the Development Code by itself.

SECTION 5: Planning Commission Action. Based upon the findings and conclusions set forth in the Sections above, the Planning Commission hereby RECOMMENDS THE CITY COUNCIL APPROVES the herein described Application, subject to each and every condition set forth in the Department reports attached hereto as "Attachment A," and incorporated herein by this reference.

SECTION 6: Indemnification. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

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ATTACHMENT A:

File No. PUD23-001
Monterey Avenue Planned Unit Development

(Departmental conditions of approval to follow this page)

234

Monterey
Avenue

PLANNED UNIT

DEVELOPMENT

File Number: PUD23-001
235

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TABLE OF CONTENTS
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TABLE OF CONTENTS
1 INTRODUCTION 1
2 OBJECTIVES 2

2.1 THE ONTARIO PLAN (TOP) OBJECTIVES 2

2.2 CENTER CITY REDEVELOPMENT OBJECTIVES 3

2.3 PUD DISTRICT PURPOSE AND OBJECTIVES 3
3 LAND USE PLAN 5

3.1 COMMERCIAL AND INDUSTRIAL USES 5

3.2 ALLOWED USES 6
4 DEVELOPMENT REGULATIONS 24

4.1 INTENSITY 24

4.2 BUILDING HEIGHT 24

4.3 SETBACKS 24

4.4 ACCESS 24

4.5 LANDSCAPING 25

4.6 EQUIPMENT SCREENING 25

4.7 FENCES AND WALLS 25
5 CIRCULATION AND PARKING 26

5.1 VEHICLE CIRCULATION 26

5.2 PEDESTRIAN CONNECTIONS 26

5.3 MASS TRANSIT 26

5.4 STREET DEDICATIONS AND EASEMENTS 26

5.5 PUBLIC RIGHT-OF-WAY IMPROVEMENTS 26

5.6 INFRASTRUCTURE 27

5.7 PARKING 28
6 DESIGN GUIDELINES 29

6.1 BUILDING ORIENTATION AND STREETSCAPES 29

6.2 ARCHITECTURAL CHARACTER 29

6.3 MATERIALS AND COLORS 29

6.4 SIGNS 29

6.5 SERVICE FACILITIES 30
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7 HISTORIC PRESERVATION 31

7.1 HISTORIC BACKGROUND 31

7.2 EXISTING HISTORIC STRUCTURES 31
8 ADMINISTRATION 33

8.1 ITEMS NOT ADDRESSED IN PUD 33

8.2 DEVELOPMENT APPLICATIONS 33

8.3 ADMINISTRATIVE EXCEPTIONS 33

LIST OF EXHIBITS
EXHIBIT 1-1 : PROJECT LOCATION MAP 1
EXHIBIT 3-1 : LAND USE DISTRICT MAP 5
EXHIBIT 5-1 : RIGHT-OF-WAY SECTIONS 27

LIST OF TABLES
TABLE 3-1 : PERMITTED/CONDITIONALLY PERMITTED LAND USES 6-23 238

INTRODUCTION
111 N. Monterey Ave. PUD – June 26th, 2023

1 1. INTRODUCTION
This document is intended to function as a set of planning and design principles, development regulations and performance standards to guide and govern the development of a one block area bounded by Holt Boulevard on the south, Monterey Avenue on the east, alley way on the north, and existing residential block on the west (see Exhibit 1-1, Project Location Map), as a potential high quality commercial development on this corner lot that faces Holt Boulevard and Monterey Avenue. Planned Unit Development (PUD) of 111 N. Monterey Ave. will replace the existing zone district designations and zoning standards that apply to the affected properties. Unless otherwise defined herein, definitions and interpretations contained in the Development Code shall apply.

City staff and private developers will rely on this PUD to determine whether precise plans for development (“Development Plans”) will adequately meet the City’s land use and design objectives.

Exhibit 1-1: Project Location Map

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2 2. OBJECTIVES

2.1 THE ONTARIO PLAN (TOP) OBJECTIVES
The Ontario Plan Policy Plan (General Plan) designates the project area as Downtown Mixed Use/ Holt Boulevard District for the parcels that face Holt Boulevard and Monterey Avenue.

PUD of 111 N. Monterey Avenue is consistent with the principles, goals and policies contained within the components that make up The Ontario Plan (TOP), including: (1) Vision, (2) Policy Plan (General Plan), and (3) City Council Priorities. The policies furthered by this PUD are as follows:

1. Vision

DISTINCTIVE DEVELOPMENT

Commercial and Residential Development
A reputation for being good for business to work with while still satisfying broader community interests.

Development Quality
Superior quality and design of the built environment and open spaces through careful attention to detail at every scale, including public and private spaces and structures.

Public Safety
A level of security and public safety that exceeds conventional standards, generates a sense of security throughout the community, and establishes Ontario as one of the safest medium-sized cities in the nation.

2. Policy Plan

LANDUSE

LU3-1 Development Standards. We maintain clear development standards which allow flexibility to achieve our Vision.

COMMUNITY DESIGN

Goal- A goal of community design is to achieve a high level of design quality resulting in public spaces, streetscapes, and developments that are attractive, safe, functional and distinct.

CD2-1 Quality Architecture. We encourage all development projects to convey visual interest and character through:

▪ building volume, massing, and height to provide appropriate scale and proportion;

▪ a true architectural style which is carried out in plan, section and elevation through all aspects of the building and site design and appropriate for its setting; and
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3 ▪ exterior building materials that are visually interesting, high quality, durable, and appropriate for the architectural style.

CD2-5 Streetscapes. We design new and, when necessary, retrofit existing streets to improve walkability, bicycling and transit integration, strengthen connectivity, and enhance community identity through improvements to the public right of way such as sidewalks, street trees, parkways, curbs, street lighting and street furniture.

CD2-9 Landscape Design. We encourage durable landscaping materials and designs that enhance the aesthetics of structures, create and define public and private spaces, and provide shade and environmental benefits.

CD2-10 Surface Parking Areas. We require parking areas visible to or used by the public to be landscaped in an aesthetically pleasing, safe and environmentally sensitive manner. Examples include shade trees, pervious surfaces, urban run -off capture and infiltration, and pedestrian paths to guide users through the parking field.

3. City Council Priorities

Invest In The Growth And Evolution Of The City’s Economy.

2.2 CENTER CITY REDEVELOPMENT PLAN OBJECTIVES
▪ Encourage development of a high intensity, multi -use central business district and surrounding neighborhoods that maximize the economic productivity of the commercial areas and maximize the housing opportunities of the residential areas. ▪ Apply innovative mixed use urban design that maintains a flexible approach to allow for changing opportunities over a long-term, phased revitalization effort. ▪ Create a healthy and exciting urban environment, with the ability to work, live, shop and play within a small area, combine daytime and nighttime use and conserve energy and resources through mixed use development
▪ Cluster activity centers within walking distance of each other, supported by a pedestrian network that provides an enjoyable pedestrian flow

2.3 PUD DISTRICT PURPOSE AND OBJECTIVES
The purpose of the Monterey Avenue Planned Unit Development (PUD) District is to secure a fuller realization of the general plan than that which would result from the application of present zone district regulations; to promote high standards in urban design; to encourage the development of exceptionally high quality, mixed-use, high intensity projects while establishing regulations and standards for uses with special conditions and regulatory needs to ensure harmonious relationships with other land uses. The intent of the PUD District is to:

• Promote development projects that are consistent with the land use/downtown revitalization objectives of the Center City Redevelopment Project area. 241

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4 • Promote flexibility and innovative design of more intense urban development to provide efficient use of space and preserve significant natural, scenic and cultural features of a site.
• Achieve high density residential developments, mixed use developments, and diversity of housing types, while maintaining high quality in design and construction. • Encourage clustering of structures to preserve a maximum amount of continuous open space.
• Maintain the integrity of existing Tier I, Tier II historic structures and the historic downtown setting.
• Contribute to the revitalization of downtown and enhancement of the unique character of the downtown streetscape and if applicable, implement the Downtown Ontario Design Guidelines.
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5 3. LAND USE PLAN
A single land use development (district) is established within the project limits, as shown in Exhibit 2-1, Land Use Plan, and as described below.

3.1 COMMERCIAL USE
The project area encompasses single land use designation. The propert y located at the corner of Holt Boulevard and Monterey Avenue will be characterized by offices &Services/commercial uses that recognize their location in close proximity to the downtown area.

Exhibit 3-1: Land Use District Map

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6 3.2 ALLOWED USES
The Monterey Avenue PUD defers to existing allowed land uses, activities, and facilities for those parcels located within the boundaries of the LUA-3 (Holt Boulevard) sub-district of the MU -1 (Downtown Mixed Use) zoning districts established in the Ontario Development Code , with the below exceptions listed in Table 3: Prohibited Uses . Details and full descriptions of specific land uses, activities, and facilities within each land use category are found in the Ontario Development Code Section 5.01 Land Use Matrix; definitions are included in Division 9.01 (Definitions) of the Ontario Development Code.

TABLE 3-1: Prohibited Uses
• Medical Offices
• Outpatient Centers, Laboratory Testing Services, Home Healthcare Services, and Community Clinics

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24 DEVELOPMENT REGULATIONS

4. DEVELOPMENT REGULATIONS

4.1 Density/ INTENSITY

Within the MU -1 zoning district, residential development shall range from a minimum allowed density of 25 dwelling units per acre, to a maximum allowed density of 75.0 dwelling units per acre. Commercial-retail and/or office development shall not exceed 2.0 FAR. Floor Area Ratio is calculated by dividing the building square footage by the net lot.

4.2 BUILDING HEIGHT
The buildings within the MU-1 zoning districts shall be a maximum of 35 feet in height for commercial development in order to be in scale to the existing development in the downtown area.

4.3 SETBACKS
TABLE 4-1: Minimum Setbacks
Property Line

Holt Blvd. Monterey Ave. Alley Way Western Interior
Side Property line
Primary Building 10 FT 10 FT 5 FT 5 FT
Off-street Parking stalls 10 FT 10 FT 5 FT 5 FT
Any mechanical
equipment 10 FT 10 FT 5 FT 5 FT
Ancillary structures
(trash enclosure, etc.) 10 FT 10 FT 5 FT 5 FT
Street front and side setbacks within the Mixed Use district shall be maintained at a minimum of 10 feet along Holt Boulevard, and Monterey Avenue. Interior side setbacks shall be maintained at a minimum of 5 feet are required. All setbacks shall be measured from the ultimate property lines after all dedications to develop streets to the ultimate right -of-way width. Placement of buildings, structures, fences, walls, utility facilities, yards, etc. will be based on the street rights -of-way and property line dimensions.

4.4 ACCESS
Along Monterey Avenue one access driveway, limited to right-in and right-out turning movements, is allowed. The drive access on Monterey Avenue must be located a minimum of City allowable distance north of Holt Boulevard.

Distance from the intersecting streets shall be measured from the end of the curb return to the centerline of the driveway.
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25 DEVELOPMENT REGULATIONS

4.5 LANDSCAPING
A conceptual landscape plan shall be submitted with Development Plan within PUD area of 111 N. Monterey Ave. A minimum of 18% of the site shall be landscaped. The plan shall specify all landscape and hardscape elements for the development plan site and indicate how the improvements will coordinate with the other sites within the PUD. The landscape plans shall show the location of all ground mounted utility structure such as transformers, back flow prevention devices, trash enclosures, and HVAC equipment and indicate the methods for screening these items. All utility structures and equipment shall be screened from view of the public streets and adjacent development.

Water conservation shall be provided through low water using plant materials, hydro zones, water efficient irrigation and weather based controllers. Landscaped areas may be used for storm water infiltration through vegetated swales, retention basins, or dry wells as needed with the use of appropriate planting materials. Broad canopy shade trees shall be used to reduce heat gain on buildings, paving and parking areas. The plan shall identify all existing trees on site and preserve them where possible. The landscape design shall meet the requirements of the Landscape Development Standards and shall create well-functioning spaces within a sustainable design.

Within the entire PUD area, the parkways shall be installed adjacent to the curb with the public sidewalk located adjacent to the property line. Parkway landscaping and irrigation within the public right-of-way shall be installed and maintained by each development. Trees along street frontages shall comply with the variety, size, and spacing as directed by the City of Ontario Master Street Tree Plan. Holt Boulevard shall include a 13.4-ft landscaped raised median with irrigation. In addition, on Holt Boulevard the 10.5 feet of right-of-way in back of the curb shall be developed as parkway and sidewalk.

4.6 EQUIPMENT SCREENING
All roof mounted and ground mounted equipment shall be fully screened from view of the public street and adjacent developments. The location of items shall be designed to allow screening with landscape materials, walls, architectural features, parapet walls, etc. Screening shall be designed to be integrated into the design of the project.

4.7 FENCES AND WALLS
Fences and walls within the project area shall be made of decorative materials which are compatible with the overall architectural character of the development within the PUD area. All fences and walls shall be in scale with the development to fulfill such needs as screening and security.

Fences, walls and hedges within the project area shall comply with Engineering Corner Sight Distance Standards and other applicable standards. All decorative walls, monuments and/or other similar features shall not encroach into the public street right-of-way.

Within the Commercial land use district walls shall be limited to a maximum of 3 feet in height within any front yard area. Interior or rear walls shall be a maximum of 6 feet in height.

Walls shall be coordinated with the architecture of the building with such features as finish material, reveal lines, trim, etc.
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26 5. CIRCULATION AND PARKING

5.1 VEHICLE CIRCULATION
The developers of the PUD site shall be responsible for improving Holt Boulevard, Monterey Avenue and alley way. Monterey Ave. and alley way will provide vehicular access to the site. On- site circulation will be provided via reciprocal access driveways. The driveways will provide connections between properties and to the public streets and shall be shared by all properties within the PUD. Monterey Ave nue shall be restricted to right -in/right out access only once the West Valley Connector Project raised median is constructed along Holt Boulevard.

5.2 PEDESTRIAN CONNECTIONS
Pedestrian connections shall be provided to each building from the public street within the PUD site. The Commercial land use district will also provide pedestrian pathways to connect all of the commercial development. As the entire PUD area will have reci procal parking, pedestrian connections shall be provided to all parking areas.

5.3 MASS TRANSIT
The San Bernardino County Transportation Authority (SBCTA), in cooperation with the cities of Pomona, Montclair, Ontario, Rancho Cucamonga, and Fontana, is currently constructing a 35-mile- long bus rapid transit (BRT) system referred to as the West Valley Connector Corridor (WVCC) project. The WVCC is the first stage of the San Bernardino County Zero -Emission Bus Initiative and second BRT route in San Bernardino County . The purpose of the BRT is to decrease travel times and improve the existing public transit system within the corridor by linking major destinations along the route such as the Ontario Convention Center, Ontario Mills shopping/entertainment complex, and Vi ctoria Gardens, and connecting the Ontario International Airport (ONT) to the Metrolink San Bernardino Line in Rancho Cucamo nga, as well as to the Riverside Line in Pomona.

Upon completion of construction, the WVCC will include up to 60 station platforms at 33 locations/major intersections that will be operated by Omnitrans, a public transit agency that serves the San Bernardino Valley. The future WVCC will have stations along Holt Boulevard at Lemon Avenue and Campus Avenue.

5.4 STREET DEDICATIONS AND EASEMENTS
The developers shall dedicate right -of-way along all street frontages as necessary to increase the right-of-way to ultimate width, including corner cutbacks per City Standard Drawing No. 1301. The ultimate widths for the rights-of ways surrounding the PUD are as follows:

Holt Boulevard 104 feet – 60 feet from south of centerline to right of way, 44 feet from north of centerline to right of way. (Per SBCTA West Valley Connector Project Plans).

Monterey Avenue 60 feet – 30 feet half width

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27 Alley way 13 feet – 6.5 feet half width

5.5 PUBLIC RIGHT-OF-WAY IMPROVEMENTS
The public right -of-way shall be improved with each proposed development. The width of the right-of-way shall comply with the sections in Exhibit 5-1. The public right-of-way improvements required are to include, but are not limited to the following: street pavement, curb & gutter, parkway landscaping, parkway irrigation, raised landscape median with irrigation on Holt Boulevard, public sidewalk, traffic signing and striping, street lights, bus stop, bus shelter and amenities. The extent of the required improvements shall be determined for each development plan. At a minimum the improvements shall incorporate all items along the street frontages of the properties to be developed with proper transitioning if the entire block frontage is not being installed with a particular development. Improvements along the street frontage for the entire block may be required at the time of development plan review.
* Exhibit 5-1: Right-of-Way Sections

5.6 INFRASTRUCTURE
The existing water lines in Holt Boulevard and Monterey Avenue are sufficient. Water service for the PUD site will be served by the existing water main in Monterey Avenue . The existing wastewater lines are in Holt Boulevard and north Alley Way. Wastewater flows for the PUD will be designed to use existing sewer lines in Holt Boulevard. The developments within the PUD shall be designed and constructed to accommodate the use of recycled water and shall connect to recycled water when it becomes available.

On-site stormwater drainage facilities shall be provided to capture and infiltrate a 2 -yr, 24-hour storm event, consistent with the San Bernardino County Stormwater Program’s Water Quality * Based on approved SBCTA West Valley Connector Project Plans 248

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28 Management Plan (WQMP) requirements for new development projects. Stormwater capture and infiltration facilities may include the utilization of vegetated swales, depressed landscaped basins, pervious concrete pavement or underground stormwater retention/infiltration vaults. All building roof and paved area runoff shall be directed into depressed landscaped swales, trenches or basins, within the development, in order to comply with the requirement to capture and infiltrate the 2-yr, 24-hour storm event runoff. On-site stormwater drainage facilities shall also partially detain the post development 100-yr storm event peak flow, per City Guidelines and Standards. This site does not have an adequate, existing drainage facility.

All Priority Land Use (PLU): Land use consisting of high-density residential, defined as a land use with at least ten (10) dwelling units per acre, industrial, commercial, mixed urban, and public transportation station land uses within the project area sha ll comply with the statewide Trash Provisions adopted by the State Water Resources Control Board (SWRCB) and trash requirements in the most current San Bernardino County Area - Wide MS4 Permit Certified Trash Treatment/ Pretreatment Devices shall be included in the BMP Design and Construction.

All utility lines (electric, communications, TV, etc.) along Holt Boulevard will remain underground.

Existing overhead utility lines along alley way may remain. Existing overhead utility lines on-site shall be under-grounded at or before the time of development by the developer or property owner.

Street lighting shall be installed along the public right-of-way of Monterey Avenue in accordance with City of Ontario Standards. Street lighting shall be installed along the public right-of-way of Holt Blvd in accordance with City of Ontario Standards and per SBCTA West Valley Connector Projects Plans.

5.7 PARKING
Parking shall be provided on-site at the rates listed below in Table 5-1: Parking Requirements and required by the City of Ontario Development Code. Open parking for the entire PUD project area shall be reciprocal.

On-street parking may be allowed on Monterey Avenue only. Monterey Avenue is a public street and will not be designated for guest parking. No street parking will be allowed on Holt Boulevard.

On-street parking may not be used to meet the requirements for on-site parking as indicated in the Development code.

TABLE 5-1: Parking Requirements

Land Uses, Activities and Facilities No. of Parking Spaces Required General Retail 4 spaces per 1,000 SF (0.004/SF) of GFA
General Business Offices 4 spaces per 1,000 SF (0.004/SF) of GFA Personal Care Services 4 spaces per 1,000 SF (0.004/SF) of GFA 249

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29 6. DESIGN GUIDELINES

6.1 BUILDING ORIENTATION AND STREETSCAPES
The Commercial buildings shall give the appearance of being oriented towards Holt Boulevard and Mon terey Avenue with entry elements, interesting architecture, enhanced materials, and pedestrian scale to provide connection between the development and the street. The building entries may be located on the street frontage of building with connection to path of travel extended to Holt B oulevard and Monterey Avenue so long as strong pedestrian connection is maintained through wide walkways, enhanced pavers, plazas, appropriately scaled lighting and/or other similar features. Rear entrances in parking lot, should be secondary in nature. The street sides of the buildings should be architecturally enhanced along Holt Boulevard and Monterey Avenues to provide a quality appearance from the street.

6.2 ARCHITECTURAL CHARACTER
Due to the size and scale of the PUD project area, virtually most sides of the buildings will be visible from the public street, common access drives, common parking areas or adjacent parcels with commercial uses. As such the architectural treatments should be carried around to the visible portions of all sides of the buildings. All towers or raised e lements should be fully finished on all sides to appear as 3 dimensional features.

The architecture for the buildings should feature enhanced materials such as natural stone, or tile should be used as a base treatment and to highlight architectural features such as columns , arches or popped-out tower elements. All enhanced materials shall terminate at logical points, such as an interior corner, and shall incorporate cap treatments to provide a transition between materials.

6.3 MATERIALS AND COLOR
Durable high-quality materials shall be used at pedestrian level. Foam features, trim, or similar materials are not allowed at pedestrian level due to the lack of durability and failure to maintain a quality appearance over time.

The color scheme for developments within the PUD should be taken from an earth-tone palette in order to blend and coordinate the various architectural features of the buildings to provide a cohesive appearance.

6.4 SIGNS
Signs shall comply with the requirements of the City of Ontario Development Code and shall be coordinated through a comprehensive sign program.
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30 6.5 SERVICE FACILITIES
Service facilities such as trash enclosures and yard areas shall be designed, located and oriented to have a minimal visual impact on the development within the PUD area. Trash enclosures shall be placed away from common property lines shared with sensitive uses, such as residential.

Trash enclosures shall be designed to coordinate with the architecture, colors and materials of the style of the development and shall be located to provide adequate access for trash pickup without encroaching on access drives or landscaped areas. Trash en closures shall be designed and constructed with a solid roof cover which shall also be designed to match the architecture of the development.
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31 7. HISTORIC PRESERVATION

7.1 HISTORIC BACKGROUND
The one block area that comprises the PUD established by this document is not located within the City’s Historic Downtown District. However, the property was part of the potential Parkside Addition Historic District. During the late 1990s, the potential historic district was evaluated using a windshield survey, establishing the boundary that exists today. The district is comprised of primarily single and multi -family d wellings constructed during the 1920s -1940s, and the commercial buildings along Holt Boulevard. Some areas retain the original rock curb, but most of the curbs have been replaced with standard concrete curb. Many of the buildings in the potential district have been substantially altered and consequently, were removed by the HPSC from the Ontario Register of Historic Resources in November 2008. The potential district has not been reevaluated since that time.

On July 9, 2020, under Ontario Register Eligibility Review For File No. PHP20-009, The Historic Preservation Subcommittee approved the case, determining that the house and property did not meet landmark eligibility requirement as contained in Section 4.02.040 of the Ontario Development Code. This property will be removed from the Ontario Register of Historic Resources.

The east Holt Boulevard section of the potential historic district was originally developed with residences in the early 1900s when Holt Boulevard (A Street) was a 2 -lane dirt road also known as the Ocean to Ocean Highway. Commercial uses were introduced in the 1920s when A Street because a 4-lane higway. The 1950s saw of A Street to Holt Boulevard, and a shift further away from residential to more automotive related and commercial uses. The remaining buildings on the subject site are not thematically related and commercial use s. The remaining buildings o n the subject site are not thematically related to the residential to the north and do not contribute to the potential Parkside Addition Historic District.

7.2 EXISTING HISTORIC STRUCTURES
The project site has existing residence & garages and does not contain any historic resources.

However, there are four historic properties located adjacent to west, southeast and southwest of the project area. These properties are follows:

• 541 E. Holt Blvd. (Lerch House, Tier II);
• 545 E. Holt Blvd. (Bungalow Court. Tier III); and

The development of the project area will not directly impact the surrounding historic resources.

Subsequently, the purpose the PUD is to guide development within this area and ensure that the proposed development of the project site is sensitive to the location and the historic surroundings.

Therefore, any new infill development shall comply with the following development standards:

• All structures shall be compatible with the scale and massing of the surrounding historic structures.

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32 • All structures (if feasible) should be oriented to directly front onto Holt Blvd., with parking lots oriented away from the street or behind the structures. • Lighting should be consistent with the lighting designs of the Downtown Ontario Design Guidelines.
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33 8. ADMINISTRATION

8.1 ITEMS NOT ADDRESSED IN PUD
Any terms, requirements, or regulations not addressed within the PUD document shall be governed by the City of Ontario Development Code, the regulations of the General Commercial and General Industrial zones and City Standards.

8.2 DEVELOPMENT APPLICATIONS
Development Plans for the development of each individual parcel within the PUD area, along with fees and other required items, shall be submitted for review and approval per the requirements contained in Article 8 of the City of Ontario Development Code and the General Application.

8.3 ADMINISTRATIVE EXCEPTIONS
Deviation from the development standards set forth in this document may be granted up to a maximum of 10 percent by the Zoning Administrator. Any deviation that is greater than 10 percent shall require Variance approval.
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255
ORDINANCE NO.________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTA RIO, CALIFORNIA, APPROVIN G FILE NO. PUD-23-001, A PLANNED UNIT

DEVELOPMENT TO ESTAB LISH DEVELOPMENT STA NDARDS,

DESIGN GUIDELINES, AND INFRASTRUCTURE REQUIREMENTS FOR
PROPERTY LOCATED AT 111 NORTH MONTEREY AVENUE, WITHIN
LUA-3 (HOLT BOULEVARD) OF THE MU -1 (DOWNTOWN MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF— APN: 1048-523-15

WHEREAS, Ernest Wang ("Applicant") has filed an Application for the approval of a Planned Unit Development , File No. PUD-23-001, as described in the title of this Ordinance (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to 0.37-acre of land generally located at the northwest corner of Monterey Avenue and Holt Boulevard , at 111 North Monterey Avenue, within LUA -3 (Holt Boulevard) of the MU -1 (Downtown Mixed Use) zoning district, and is presently vacant; and

WHEREAS, properties surrounding the Project Site are located within LUA-3 (Holt Boulevard) of the MU-1 (Downtown Mixed Use) zoning district. The site is surrounded by a well-established single-family residential neighborhood to the north, a gas station to the east, a historic multiple-family residential development to the west, a commercial center to the south; and

WHEREAS, on June 29, 20 23, the Applicant submitted a Planned Unit Development (File No. PUD -23-001) in conjunction with a Development Plan (File No.

PDEV23-018) to construct a 2-story multi-tenant commercial building; and

WHEREAS, the Project site is located within the Downtown Mixed-Use District of the Policy Plan (general plan). The Policy Plan specifies that the Downtown Mixed-Use District is to be implemented through the approval of an Area Plan or Planned Unit Development (“PUD”) prior to the development of properties withi n the District. In compliance with this requirement, the Applicant has submitted the Monterey Avenue Planned Unit Development (included as Attachment “A” of this Ordinanace), which is consistent with this vision, and goals and policies of the Policy Plan; and

WHEREAS, the specific purpose of the Planned Unit Development is to secure a fuller realization of the Policy Plan than would otherwise result from the strict application of present zoning district regulations, and to promote high standards in urban d esign; encourage the development of exceptionally high quality, mixed -use, high intensity projects, while establishing regulations and standards for uses with unique regulatory and design needs; and, ensure harmonious relationships with surrounding land uses; and

WHEREAS, the Application is a project pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA"); and 256

WHEREAS, the Project is exempt from CEQA as the activity is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA (CEQA Guidelines Section 15061(b)(3)); and

WHEREAS, Ontario Development Code Table 2.02 -1 (Review Matrix) grants the City Council the responsibility and authority to review and act on the subject Application; and

WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (“ONT ALUCP”), which applies only to jurisdictions within San Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current a nd future airport activity; and

WHEREAS, on July 22, 2025 , the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date, voting to issue Resolution No. PC25-031, recommending the City Counci l approve the Application; and

WHEREAS, on September 2, 2025 , the City Council of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and

WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND ORDAINED by the City Council of the City of Ontario, as follows:

SECTION 1: Environmental Determination and Findings. As the decision- making body for the Project, the City Council has reviewed and considered the information contained in the administrative record for the Project. Based upon the facts and information contained in the administrative record, including all written and oral evidence presented to the City Council, the City Council finds as follows:

(1) The administrative record has been completed in compliance with CEQA, the State CEQA Guidelines, and the City of Ontario Local CEQA Guidelines; and
257

Where it can be seen with certainty that there is no possibility that the activity in question may have a sig nificant effect on the environment, the activity is not subject to CEQA; and

(3) The determination of CEQA exemption reflects the independent judgment of the City Council.

SECTION 2: Airport Land Use Compatibility Plan ("ALUCP") Compliance.

(1) On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Air port Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safe ty, airspace protection, and overflight impacts of current and future airport activity. As the decision-making body for the Project, the City Council has reviewed and considered the facts and information contained in the Application and supporting document ation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2 -2) and Safety Zones (ONT ALUCP Map 2 -2), [2] Noise Criteria (ONT ALUCP Table 2 -3) and Noise Impact Zones (ONT ALUCP Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the City Council, therefore, finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP; and

SECTION 3: Concluding Facts and Reasons. Based upon the substantial evidence presented to the City Council during the above -referenced hearing, and upon the specific findings set forth in Section 1 and 2, above, the City Council hereby concludes as follows:

(1) The proposed Planned Unit Development is consistent with the goals, policies, plans and exhibits of the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario P lan. The 258
Project is consistent with Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan. Section 1.1, The Ontario Plan Objectives of the Planned Unit Development, describes the manner in which the Planned Unit Dev elopment complies with the Policy Plan goals and policies.

(2) The proposed Planned Unit Development, would not be detrimental to the public interest, health, safety, convenience, or general welfare of the City. The City Council has required certain safeguards, and has required certain changes, which have been established to ensure that: [i] the purposes of the Planned Unit Development are m aintained; [ii] the project will not endanger the public health, safety or general welfare; [iii] the project will not result in any significant environmental impacts; [iv] the project will be in harmony with the area in which it is located; and [v] the project will be in full conformity with the Vision, City Council Priorities and Policy Plan components of The Ontario Plan.

(3) In the case of an application affecting specific property(ies), the proposed Planned Unit Development, will not adversely affect the harmonious relationship with adjacent properties and land uses. The Planned Unit Development area is situated in Ontario’s downtown and is adjacent to residential and commercial land uses and development. The surrounding development supports the objective of the Planned Unit Development to further commercial and residential mixed -use development. The Project will not affect the harmonious relationship with adjacent properties and land use.

(4) In the case of an application affecting specific property(ies), the subject site is physically suitable, including, but not limited to, parcel size, shape, access, and availability of utilities, for the request and anticipated development. In preparing the proposed Planned Unit Development, a thorough review and analysis of the proposed Project and the subject site’s physical suitability for the Project was completed, including analysis of the project size, shape, intensity of development, building height, building setbacks, site access, site landscaping and drainage, fenc es and walls, vehicle circulation, pedestrian connections, availability of mass transit, necessary street dedication and easements, public right -of-way improvements, availability of utilities and other infrastructure needs, off - street parking and circulati on, building orientation and streetscapes, architectural character, building materials and color, and site signage.

Based upon this review and analysis, the subject site has been deemed physically suitable, including but not limited to parcel size, shape, access, and availability of utilities, for the proposed Planned Unit Development and the proposed development.

(5) The proposed Planned Unit Development is superior to that which could be obtained through the application of the Development Code or a specific plan. The Planned Unit Development will establish minimum 259
building setbacks, parking and open space requirements, allow on -street parking, and establish a planting palette. These standards in the Planned Unit Development will facilitate the development of a 2-story multi-tenant commercial building, related parking facilities and landscaped areas. The proposed Planned Unit Development will allow for subsequent development that is superior to that which could be obtained through the application of the Development Code by itself.

SECTION 4: City Council Action. Based upon the findings and conclusions set forth in Sections 1 through 3, above, the City Council hereby APPROVES the herein described Planned Unit Development , attached hereto as "Attachment A, " and incorporated herein by this reference.

SECTION 5: Indemnification. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

SECTION 6: Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City of Ontario City Hall, 303 East "B" Street, Ontario, California 91764. The custodian for these records is the City Clerk of the City of Ontario.

SECTION 7: Severability. If any section, sentence, clause or phrase of this Ordinance or the application thereof to any entity, person or circumstance is held for any reason to be invalid or unconsti tutional, such invalidity or unconstitutionality shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The People of the City of Ontario hereby declare that they would have adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses or phr ases be declared invalid or unconstitutional.

SECTION 8: Effective Date. This Ordinance shall become effective 30 days following its adoption.

SECTION 9: Publication and Posting. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within 15 days following the adoption. The City Clerk shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

260
PASSED, APPROVED, AND ADOPTED this ________ day of _________ 2025.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

261

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Ordinance No. _______ was duly introduced at a regular meeting of the City Council of the City of Ontario held _____________ and adopt ed at the regular meeting held ___________, 2025 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

_________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

I hereby certify that the foregoing is the original of Ordinance No. _______ duly passed and adopted by the Ontario City Council at their regular meeting held ____________ and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper.

__________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

262

ATTACHMENT A:

File No. PUD23-001,
Monterey Avenue Planned Unit Development

(Document follows this page)

263

Monterey
Avenue

PLANNED UNIT

DEVELOPMENT

File Number: PUD23-001
264

265

TABLE OF CONTENTS
Monterey Avenue PUD – Version DRAFT i

TABLE OF CONTENTS
1 INTRODUCTION 1
2 OBJECTIVES 2

2.1 THE ONTARIO PLAN (TOP) OBJECTIVES 2

2.2 CENTER CITY REDEVELOPMENT OBJECTIVES 3

2.3 PUD DISTRICT PURPOSE AND OBJECTIVES 3
3 LAND USE PLAN 5

3.1 COMMERCIAL AND INDUSTRIAL USES 5

3.2 ALLOWED USES 6
4 DEVELOPMENT REGULATIONS 24

4.1 INTENSITY 24

4.2 BUILDING HEIGHT 24

4.3 SETBACKS 24

4.4 ACCESS 24

4.5 LANDSCAPING 25

4.6 EQUIPMENT SCREENING 25

4.7 FENCES AND WALLS 25
5 CIRCULATION AND PARKING 26

5.1 VEHICLE CIRCULATION 26

5.2 PEDESTRIAN CONNECTIONS 26

5.3 MASS TRANSIT 26

5.4 STREET DEDICATIONS AND EASEMENTS 26

5.5 PUBLIC RIGHT-OF-WAY IMPROVEMENTS 26

5.6 INFRASTRUCTURE 27

5.7 PARKING 28
6 DESIGN GUIDELINES 29

6.1 BUILDING ORIENTATION AND STREETSCAPES 29

6.2 ARCHITECTURAL CHARACTER 29

6.3 MATERIALS AND COLORS 29

6.4 SIGNS 29

6.5 SERVICE FACILITIES 30
266

TABLE OF CONTENTS
Monterey Avenue PUD – Version DRAFT ii

7 HISTORIC PRESERVATION 31

7.1 HISTORIC BACKGROUND 31

7.2 EXISTING HISTORIC STRUCTURES 31
8 ADMINISTRATION 33

8.1 ITEMS NOT ADDRESSED IN PUD 33

8.2 DEVELOPMENT APPLICATIONS 33

8.3 ADMINISTRATIVE EXCEPTIONS 33

LIST OF EXHIBITS
EXHIBIT 1-1 : PROJECT LOCATION MAP 1
EXHIBIT 3-1 : LAND USE DISTRICT MAP 5
EXHIBIT 5-1 : RIGHT-OF-WAY SECTIONS 27

LIST OF TABLES
TABLE 3-1 : PERMITTED/CONDITIONALLY PERMITTED LAND USES 6-23 267

INTRODUCTION
111 N. Monterey Ave. PUD – June 26th, 2023

City staff and private developers will rely on this PUD to determine whether precise plans for development (“Development Plans”) will adequately meet the City’s land use and design objectives.

Exhibit 1-1: Project Location Map

268

OBJECTIVES
Monterey Ave. PUD – Version DRAFT

2 2. OBJECTIVES

1. Vision

DISTINCTIVE DEVELOPMENT

Commercial and Residential Development
A reputation for being good for business to work with while still satisfying broader community interests.

Development Quality
Superior quality and design of the built environment and open spaces through careful attention to detail at every scale, including public and private spaces and structures.

2. Policy Plan

LANDUSE

LU3-1 Development Standards. We maintain clear development standards which allow flexibility to achieve our Vision.

COMMUNITY DESIGN

Goal- A goal of community design is to achieve a high level of design quality resulting in public spaces, streetscapes, and developments that are attractive, safe, functional and distinct.

CD2-1 Quality Architecture. We encourage all development projects to convey visual interest and character through:

▪ building volume, massing, and height to provide appropriate scale and proportion;

▪ a true architectural style which is carried out in plan, section and elevation through all aspects of the building and site design and appropriate for its setting; and
269

OBJECTIVES
Monterey Ave. PUD – Version DRAFT

3 ▪ exterior building materials that are visually interesting, high quality, durable, and appropriate for the architectural style.

3. City Council Priorities

Invest In The Growth And Evolution Of The City’s Economy.

• Promote development projects that are consistent with the land use/downtown revitalization objectives of the Center City Redevelopment Project area. 270

OBJECTIVES
Monterey Ave. PUD – Version DRAFT

LAND USE PLAN
Monterey Avenue PUD – Version - DRAFT

5 3. LAND USE PLAN
A single land use development (district) is established within the project limits, as shown in Exhibit 2-1, Land Use Plan, and as described below.

Exhibit 3-1: Land Use District Map

272

LAND USE PLAN
Monterey Avenue PUD – Version - DRAFT

TABLE 3-1: Prohibited Uses
• Medical Offices
• Outpatient Centers, Laboratory Testing Services, Home Healthcare Services, and Community Clinics

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Monterey Avenue PUD – Version - DRAFT

24 DEVELOPMENT REGULATIONS

4. DEVELOPMENT REGULATIONS

4.1 Density/ INTENSITY

4.3 SETBACKS
TABLE 4-1: Minimum Setbacks
Property Line

Distance from the intersecting streets shall be measured from the end of the curb return to the centerline of the driveway.
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Monterey Avenue PUD – Version - DRAFT

25 DEVELOPMENT REGULATIONS

Within the Commercial land use district walls shall be limited to a maximum of 3 feet in height within any front yard area. Interior or rear walls shall be a maximum of 6 feet in height.

Walls shall be coordinated with the architecture of the building with such features as finish material, reveal lines, trim, etc.
275

CIRCULATION AND PARKING
Monterey Avenue PUD – Version DRAFT

26 5. CIRCULATION AND PARKING

Holt Boulevard 104 feet – 60 feet from south of centerline to right of way, 44 feet from north of centerline to right of way. (Per SBCTA West Valley Connector Project Plans).

Monterey Avenue 60 feet – 30 feet half width

276

CIRCULATION AND PARKING
Monterey Avenue PUD – Version DRAFT

27 Alley way 13 feet – 6.5 feet half width

CIRCULATION AND PARKING
Monterey Avenue PUD – Version DRAFT

All utility lines (electric, communications, TV, etc.) along Holt Boulevard will remain underground.

Existing overhead utility lines along alley way may remain. Existing overhead utility lines on-site shall be under-grounded at or before the time of development by the developer or property owner.

On-street parking may be allowed on Monterey Avenue only. Monterey Avenue is a public street and will not be designated for guest parking. No street parking will be allowed on Holt Boulevard.

On-street parking may not be used to meet the requirements for on-site parking as indicated in the Development code.

TABLE 5-1: Parking Requirements

DESIGN GUIDELINES
Monterey Avenue PUD – Version DRAFT

29 6. DESIGN GUIDELINES

6.4 SIGNS
Signs shall comply with the requirements of the City of Ontario Development Code and shall be coordinated through a comprehensive sign program.
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DESIGN GUIDELINES
Monterey Avenue PUD – Version DRAFT

HISTORIC PRESERVATION
Monterey Avenue PUD – Version DRAFT

31 7. HISTORIC PRESERVATION

7.2 EXISTING HISTORIC STRUCTURES
The project site has existing residence & garages and does not contain any historic resources.

However, there are four historic properties located adjacent to west, southeast and southwest of the project area. These properties are follows:

• 541 E. Holt Blvd. (Lerch House, Tier II);
• 545 E. Holt Blvd. (Bungalow Court. Tier III); and

The development of the project area will not directly impact the surrounding historic resources.

Subsequently, the purpose the PUD is to guide development within this area and ensure that the proposed development of the project site is sensitive to the location and the historic surroundings.

Therefore, any new infill development shall comply with the following development standards:

• All structures shall be compatible with the scale and massing of the surrounding historic structures.

281

HISTORIC PRESERVATION
Monterey Avenue PUD – Version DRAFT

ADMINISTRATION
Monterey Avenue PUD – Version DRAFT

33 8. ADMINISTRATION

284
Department: Economic Development
Prepared By: Charity Hernandez
Department:

Prepared By: Charity Hernandez
Staff Member Presenting: Jennifer McLain
Hiramoto, Economic Development Director
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 15
SUBJECT:

LEASE FINANCING PLAN FOR THE PROPOSED ACQUISITION OF PARK LAND AT

THE SOUTHWEST CORNER OF PARK VISTA DRIVE AND ARCHIBALD AVENUE

CITY OF ONTARIO
Agenda Report
September
2, 2025
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

A
.

The ﬁnancing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and B
.

The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C
.

The Site and Facility Lease between the City of Ontario and Ontario Public Finance Authority

That the Ontario Public Finance Authority authorize the Executive Director, or his designee, to execute all documents required for the completion of the lease-leaseback ﬁnancing within the authorization limits and adopt a Resolution approving:

A
.

The ﬁnancing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and B
.

The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C
.

The Site and Facility Lease between the City of Ontario and Ontario Public Finance Authority; and
D
.

The Assignment Agreement between the Ontario Public Finance Authority and SC Ontario Development Company, LLC.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
285
FISCAL IMPACT:

The aggregate of the principal components of the Lease Payments shall not exceed $21,829,500, and the true interest cost of the interest components of the Lease Payments shall not exceed 4.7%. Annual lease payments are not to exceed $2,724,949 in the Park Impact/Quimby Fund. The FY 2025-26 Adopted Budget includes appropriations for the initial lease payment. Appropriations for future years will be included in accordance with the annual Budget adoption process to City Council for approval. The term will commence on October 1, 2025, and terminate on October 1, 2035.

BACKGROUND & ANALYSIS:

The City of Ontario ("City") entered into a Purchase and Sale Agreement on July 28, 2025 (“Purchase Agreement”) with SC Ontario Development Company, LLC (“Seller”) for the acquisition of real property. The property located at southwest corner of Park Vista Drive and Archibald Avenue consists of approximately 7.2 acres and is intended for the initial portion of Phase II of the Grand Park.

As part of the acquisition, the Seller has agreed to take lease payments from the Ontario Public Financing Authority (“Authority”) which will be secured by lease payments to be made by the City to the Authority under a lease agreement (the “Lease Agreement”).

This lease-leaseback ﬁnancing method is how cities ﬁnance capital improvements and land acquisitions. In order to accomplish the acquisition of property, the documents do the following:

O
n the date of the closing, the City will take fee title to the property. The City will concurrently lease the property to
the Authority under the Site Lease (“Site Lease”) as lessee.

Additionally, the Authority will concurrently lease the property under the Lease Agreement (“Lease Agreement”), by which the City will make lease payments suﬃcient to pay the annual lease payment.

The Authority will then assign its right to receive the lease payments to the Seller under an Assignment Agreement (“Assignment Agreement”).

Staff recommends approval of the City Council Resolution and the Authority Board Resolution. 286

RESOLUTION NO. ________

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

CALIFORNIA, AUTHORIZING PROCEEDINGS AND AGREEMENTS

RELATING TO THE FINANCING OF PUBLIC CAPITAL IMPROVEMENTS

FOR PUBLIC PURPOSES, APPROVING PREPARATION AND

AUTHORIZING OFFICIAL ACTIONS

WHEREAS, the Ontario Public Financing Authority (the “Authority”) has been formed pursuant to the laws of the State of California , namely, the Marks -Roos Local Bond P ooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended from time to time (the “Act”), to finance the acquisition and construction of public capital improvements for the City of Ontario (the “City”); and

WHEREAS, pursuant to the Section 6588(h) of the Act, the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are loc ated within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof;

WHEREAS, the City desires to finance the acquisition of land consisting of approximately 14.97 net acres of park land within the Parkside Specific Plan area of the City’s Ontario Ranch master plan area (the “Project”); and

WHEREAS, the City is a member of the Authority, and the Project is located within the boundaries of the City; and

WHEREAS, to raise money for the purpose of acquiring the Project, the City will lease certain real property, which property will initially consist of the Project (the “Leased Premises”), to the Authority pursuant to a Site and Facility Lease between the City and the Authority (the “Site and Facility Lease”), and the Authority will lease the Leased Premises back from the Authority pursuant to a Lease Agreement between the City and the Authority (the “Lease Agreement”) in consideration of the payment by the City of lease payments (the “Lease Payments”) for the use and occupancy of the Leased Premises ; and

WHEREAS, concurrently with the execution and delivery of the Site and Facility Lease and the Lease Agreement, the Authority will assign each and all of its rights under the Lease Agreement, including, without limitation, its right to exercise remedies and to receive the Lease Payments from the City under the Lease Agreement to SC Ontario Development Company LLC (the “Seller”) under an Assignment Agreement (the “Assignment Agreement”) by and between the Authority and Seller in exchange for the payment by the Seller to the Authority in an amount sufficient to acquire the Project; and

WHEREAS, Section 5852.1 of the Government Code of the State of California (“Section 5852.1 ”) provides that the City Council obtain from an underwriter, financial 287

advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the execution and delivery of the Lease Agreement, good faith estimates of: (a) the true interest cost of the Lease Agreement, (b) the finance charge of the Lease Agreement, meaning the sum of all fees and charges paid to third parties, (c) the amount of proceeds of the Lease Agreement received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the Lease Agreement and (d) the sum total of all debt service payments on the Lease Agreement calculated to the final maturity thereof plus the fees and charges paid to third parties not paid with the proceeds of the Lease Agreement; and

WHEREAS, in accordance with Section 5852.1, the City has obtained such good faith estimates from the Financial Services Agency of the City , and such estimates are disclosed in Exhibit A attached hereto; and

WHEREAS, the City Council has conducted a noticed public hearing pursuant to Section 6586.5 of the California Government Code and published notice was given in accordance with the terms of the Government Code; and

WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at the City Council Chamber located at 303 East B. Street, Ontari o, California on September 2, 2025; and

WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the execution and delivery of the Lease Agreement (as hereinafter defined) for the purpose of financing the acquisition of the Project; and

WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the issuance and sale of the Note and all other agreements and documents relating thereto.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF ONTARIO AS FOLLOWS:

SECTION 1. Findings and Determinations. (a) The City Council hereby finds that the recitals stated above are true and correct.

(b) The City Council finds and determines that it is in the prudent management of the fiscal affairs of the City to execute and deliver the Lease Agreement and related documents to finance the Project.

(c) Pursuant to the Act, the City Council hereby finds that the execution and delivery of the Lease Agreement and related documents by the City and the Authority will result in savings in effective interest rates and bond issuance costs and thereby result in significant public benefits pursuant to Section 6586 of the Act.

288

(d) The fair rental value of the Leased Premises equals or exceeds the present value of lease payments to be made under the Lease Agreement.

SECTION 2. Approval of Financing Documents . The City Council hereby approves each of the following documents in the respective forms on file with the City Clerk, together with such additions thereto and changes therein as Best Best & Krieger LLP, as special counsel, shall deem necessary, desirable or appropriate, the execution of which by the Mayor, the Mayor Pro Tem, the City Manager or the Executive Director of Finance, and each of their written designees (the “Authorized Officers”) shall be conclusive evidence of the approval of any such additions and changes ; provided, however, that the aggregate of the principal components of the Lease Payments shall not exceed $21,829,500, and the true interest cost of the interest components of the Lease Payments shall not exceed 4.7%, the rate of interest paid on investments by the Local Agency Investment Fund maintained by the California State Treasurer.

(a) The Site and Facility Lease; and

(b) The Lease Agreement.

The Authorized Officers are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final forms of each of the above-mentioned documents for and in the name and on behalf of the City.

SECTION 3. Official Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Executive Director of Finance, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution, delivery and recording of any and all assignments, certificates, requisition s, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein.

SECTION 7. Effective Date. This Resolution shall take effect upon adoption.

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

PASSED, APPROVED, AND ADOPTED this 2nd day of September, 2025.

_____________________________________
PAUL S. LEON, MAYOR

289

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

290

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2025- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held September 2, 2025 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 2025 - duly passed and adopted by the Ontario City Council at their regular meeting held September 2, 2025.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)
291

EXHIBIT A

GOOD FAITH ESTIMATES

The good faith estimates set forth herein are provided with respect to the Lease Payments in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided by the City’s financial advisor, Urban Futures Incorporated.

Principal Amount . The City is informed that, based on the financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Lease Payments is $21,829,500 (the “Estimated Principal Amount”)

True Interest Cost. The City is informed that, assuming that the Estimated Principal Amount of the Lease Payments is assigned, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Lease Payment is 4.25%.

Finance Charge. The City is informed that, assuming that the Estimated Principal Amount of the Lease Payments is assigned, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the sum of all fees and charges paid to third parties, is $0.00

Amount of Proceeds to be Received. The City is informed that, assuming that the Estimated Principal Amount of the Lease Payments is assigned, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for the assignment thereof, less the finance charge thereof, as estimated above, and any reserves or capitalized interest paid or funded with proceeds from such assignment, is $21,829,500.

Total Payment Amount . The City is informed that, assuming that the Estimated Principal Amount of the Lease Payment is assigned, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total Lease Payment, which means the sum total of all payments the City will make under the Lease Agreement through maturity is $27,249,791.40 (excluding any offsets from any reserves or capitalized interest).

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Lease Payments assigned , the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the assignment being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Lease Payments sold being different from the Estimated Principal Amount, (c) the actual amortization being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of said assignment being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the financing plan or finance charges, or a combination of such factors. Market interest rates are affected by economic and other factors beyond the control of the City.
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RESOLUTION NO. ________

A RESOLUTION OF THE ONTARIO PUBLIC FINANCING AUTHORITY ,

OF THE CITY OF ONTARIO, CALIFORNIA , AUTHORIZING A LEASE

FINANCING IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $ 21,829,500 IN CONNECTION WITH THE FINANCING OF

PUBLIC CAPITAL IMPROVEMENTS, AUTHORIZING AND DIRECTING

EXECUTION OF A SITE AND FACILITIES LEASE, LEASE AGREEMENT,

ASSIGNMENT AGREEMENT AND AUTHORIZING OFFICIAL ACTIONS

AND EXECUTION OF RELATED DOCUMENTS

WHEREAS, the Ontario Public Financing Authority (the “Authority”) has been formed pursuant to the laws of the State of California , namely, the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended from time to time (the “Act”), to finance the acquisition and construction of public capital improvements for the City of Ontario (the “City”); and

WHEREAS, pursuant to the Section 6588(h) of the Act, the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof;

WHEREAS, the City desires to finance the acquisition of land consisting of approximately 14.97 net acres of park land within the Parkside Spec ific Plan area of the City’s Ontario Ranch master plan area (the “Project”); and

WHEREAS, the City is a member of the Authority, and the Project is located within the boundaries of the City; and

WHEREAS, to raise money for the purpose of acquiring the Pr oject, the City will lease certain real property, which property will initially consist of the Project (the “Leased Premises”), to the Authority pursuant to a Site and Facility Lease between the City and the Authority (the “Site and Facility Lease”), and t he Authority will lease the Leased Premises back from the Authority pursuant to a Lease Agreement between the City and the Authority (the “Lease Agreement”) in consideration of the payment by the City of lease payments (the “Lease Payments”) for the use an d occupancy of the Leased Premises; and,

WHEREAS, concurrently with the execution and delivery of the Site and Facility Lease and the Lease Agreement, the Authority will assign each and all of its rights under the Lease Agreement, including, without limit ation, its right to exercise remedies and to receive the Lease Payments from the City under the Lease Agreement to SC Ontario Development Company LLC (the “Seller”) under an Assignment Agreement (the “Assignment Agreement”) by and between the Authority and the Seller in exchange for 293

the payment by the Seller to the Authority in an amount sufficient to acquire the Project; and

WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authoriz e the execution and delivery of the Lease Agreement (as hereinafter defined) for the purpose of financing the acquisition of the Project; and

WHEREAS, the Board of the Authority (the “Board”) has duly considered such transactions and has determined that it approves said transactions in the public interests of the City and the Authority;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ONTARIO PUBLIC

FINANCING AUTHORITY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS:

SECTION 1. Findings and Determinations. (a) The Board finds and determines that the above recitals are true and correct

(b) Pursuant to the Act, the Board finds and determines that it is in the prudent management of the fiscal affairs of the Board to execute and deliver the Lease Agreement and related documents to finance the Project.

(c) Pursuant to the Act, the Board hereby finds that the execution and delivery of the Lease Agreement and related documents by the City and the Authority will result in savings in effective inte rest rates and bond issuance costs and thereby result in significant public benefits pursuant to Section 6586 of the Act.

(d) The fair rental value of the Leased Premises equals or exceeds the present value of Lease Payments to be made under the Lease Agreement.

SECTION 2. Approval of Financing Documents. The Board hereby approves each of the following documents in substantially the respective forms on file with the Secretary, together with such additions thereto and changes therein as Best Best & Krieger LLP shall deem necessary, desirable or appropriate, the execution of which by the Chair, the Vice Chair, the Executive Director, or the Treasurer, and each of their written designees (the “Authorized Officers”) shall be conclusive evidence of th e approval of any such additions and changes ; provided, however, that the aggregate of the principal components of the Lease Payments shall not exceed $21,829,500, and the true interest cost of the interest components of the Lease Payments shall not exceed the rate of 4.7%, interest paid on investments by the Local Agency Investment Fund maintained by the California State Treasurer:

(1) the Site and Facility Lease;
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(2) the Lease Agreement; and

(3) the Assignment Agreement.

The Authorized Officers are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of each of the foregoing documents and agreements.

SECTION 3. Official Actions. The Chai r, the Vice Chair, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, and including execution, delivery and recording of any and all assignments, certificate s, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in connection with the issuance and sale of the Note.

SECTION 4. Effective Date. This Resolution shall take effect upon adoption.

The Secretary of the Ontario Public Financing Authority shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 2nd day of September, 2025.

_____________________________________
PAUL S. LEON, CHAIRMAN

ATTEST:

______________________________________

SHEILA MAUTZ, AUTHORITY SECRETARY

APPROVED AS TO FORM:

_______________________________________

AUTHORITY COUNSEL

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STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, Secretary of the Ontario Public Financing Authority, DO HEREBY CERTIFY that the foregoing Resolution No. OPFA- was duly passed and adopted by the Board Members of the Ontario Public Financing Authorit y at their regular meeting held September 2, 2025, by the following roll call vote, to wit:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

______________________________________

SHEILA MAUTZ, AUTHORITY SECRETARY

(SEAL)

The foregoing is the original of Resolution No. OPFA duly passed and adopted by the Ontario Public Financing Authority at their regular meeting held September 2, 2025.

_____________________________________

SHEILA MAUTZ, AUTHORITY SECRETARY

(SEAL)
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LEASE AGREEMENT
by and between

ONTARIO PUBLIC FINANCING AUTHORITY,
as Sublessor
and

CITY OF ONTARIO,
as Sublessee
Dated as of __________________, 2025

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TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.01. Definitions................................................................................................................ 2 Section 1.02. Interpretation. ........................................................................................................... 6

ARTICLE II

COVENANTS, REPRESENTATIONS AND WARRANTIES
Section 2.01. Covenants, Representations and Warranties of the City .......................................... 6 Section 2.02. Covenants, Representations and Warranties of the Authority ................................. 9 Section 2.03. Financial Disclosures. ............................................................................................ 10

ARTICLE III

RESERVED
Section 3.01. [Reserved] .............................................................................................................. 11

ARTICLE IV
LEASE OF PROPERTY; LEASE PAYMENTS
Section 4.01. Sublease of Property by the Authority Back to the City. ....................................... 11 Section 4.02. Term ....................................................................................................................... 11 Section 4.03. Lease Payments. ..................................................................................................... 11 Section 4.04. Additional Obligations ........................................................................................... 14 Section 4.05. Quiet Enjoyment .................................................................................................... 14 Section 4.06. Title ........................................................................................................................ 14 Section 4.07. Release of Excess Property .................................................................................... 14 Section 4.08. Substitution of Property ......................................................................................... 15

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Utilities, Taxes and Assessments .................................................... 17 Section 5.02. Modification of Property........................................................................................ 17 Section 5.03. Public Liability Insurance ...................................................................................... 17 Section 5.04. Casualty Insurance ................................................................................................. 18 Section 5.05. Rental Interruption Insurance ................................................................................ 18 Section 5.06. Worker’s Compensation Insurance ........................................................................ 18 Section 5.07. Recordation Hereof; Title Insurance ...................................................................... 19 Section 5.08. Insurance Net Proceeds; Form of Policies ............................................................. 19 298
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Section 5.09. Installation of City’s Personal Property ................................................................. 19 Section 5.10. Liens ....................................................................................................................... 19 Section 5.11. Advances ................................................................................................................ 20 Section 5.12. Environmental Covenants. ..................................................................................... 20

ARTICLE VI
EMINENT DOMAIN; USE OF NET PROCEEDS
Section 6.01. Eminent Domain .................................................................................................... 20 Section 6.02. Application of Net Proceeds. ................................................................................. 21 Section 6.03. Abatement of Lease Payments in the Event of Damage or Destruction ................ 23

ARTICLE VII

OTHER COVENANTS OF THE CITY
Section 7.01. Disclaimer of Warranties ....................................................................................... 23 Section 7.02. Access to the Property; Grant and Conveyance of Right of Entry ........................ 23 Section 7.03. Release and Indemnification Covenants ................................................................ 24 Section 7.04. Assignment by the Authority ................................................................................. 24 Section 7.05. Assignment Agreement and Subleasing by the City.............................................. 25 Section 7.06. Amendment of Lease Agreement .......................................................................... 25 Section 7.07. Tax Covenants. ...................................................................................................... 25 Section 7.08. Arbitrage Rebate .................................................................................................... 26 Section 7.09. Financial Statements; Budgets ............................................................................... 26 Section 7.10. Records and Accounts............................................................................................ 26 Section 7.11. Observance of Laws and Regulations .................................................................... 26 Section 7.12. Notices ................................................................................................................... 27

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default Defined ..................................................................................... 27 Section 8.02. Remedies on Default .............................................................................................. 28 Section 8.03. No Remedy Exclusive ............................................................................................ 29 Section 8.04. Agreement to Pay Attorneys’ Fees and Expenses ................................................. 30 Section 8.05. No Additional Waiver Implied by One Waiver ..................................................... 30 Section 8.06. Judicial Reference. ................................................................................................. 30 Section 8.07. Assignee to Exercise Rights ................................................................................... 31

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
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iii

Section 9.01. Security Deposit ..................................................................................................... 31 Section 9.02. Optional Prepayment ............................................................................................. 32 Section 9.03. Mandatory Prepayment From Net Proceeds of Insurance, Eminent Domain ........ 32

ARTICLE X

MISCELLANEOUS
Section 10.01. Notices ................................................................................................................. 33 Section 10.02. Binding Effect ...................................................................................................... 34 Section 10.03. Severability .......................................................................................................... 34 Section 10.04. Net-net-net Lease ................................................................................................. 34 Section 10.05. Further Assurances and Corrective Instruments .................................................. 34 Section 10.06. Execution in Counterparts .................................................................................... 34 Section 10.07. Applicable Law .................................................................................................... 35 Section 10.08. Captions ............................................................................................................... 35 Section 10.09. Third Party Beneficiary ........................................................................................ 35 EXHIBIT A - DESCRIPTION OF THE SITE ......................................................................... A-1 EXHIBIT B - SCHEDULE OF LEASE PAYMENTS..............................................................B-1 EXHIBIT C - MEMORANDUM OF LEASE AGREEMENT .................................................C-1 EXHIBIT D - CERTIFICATE OF ASSIGNEE ....................................................................... D-1 300
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LEASE AGREEMENT
THIS LEASE AGREEMENT (as amended and supplemented hereafter, this “Lease Agreement”), dated as of ______________, 2025, is by and between the ONTARIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority , duly organized and existing under and by virtue of the laws of the State of California, as lessor (the “Authority”), and the CITY OF ONTARIO, a general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the “City”);
W I T N E S S E T H :

WHEREAS, the City wishes to acquire certain real property from SC Ontario Development Company LLC (“SC Ontario”) consisting of approximately 11.55 net acres commonly described as APN#s: 0218-063-06 and 0218-063-07 and a portion of APN 0218 -073- 06, situated in the C ity of Ontario, San Bernardino County, State of California (“Park Area I”), pursuant to a Purchase and Sale Agreement dated ____________, 2025 (the “Site PSA”), between the City and SC Ontario , with a portion of the purchase price therefor (in the amount o f $21,829,500) to be repaid through the payment of Lease Payments (as hereinafter defined); and WHEREAS, pursuant to the Site PSA, SC Ontario has dedicated an additional 3.42 acres commonly described on the remaining portion of APN 0218 -073-06 and APN 0218 -063-06, situated in the City of Ontario, San Bernardino County, State of California (“Park Area II”); and WHEREAS, the City intends to use Park Area I and Park II for park and recreation facilities known as the Grand Park; and
WHEREAS, the City and the Au thority desire to finance the acquisition of Park Area I; and
WHEREAS, to finance the cost to acquire Park Area I, pursuant to that certain Site and Facility Lease, dated as of _________________________, 2025 (the “Site and Facility Lease ”), the City has leased Park Area I and Park Area II, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and the improvements thereon (the “Facility” and, with the Site, the “Property”), to the Authority; and
WHEREAS, the Authority proposes to lease the Property back to the City pursuant to this Lease Agreement; and
WHEREAS, pursuant to the Site PSA, the City and Authority have entered into the Site and Facility Lease and this Lease Agreement, and the Authority is entering into the Assignment Agreement (defined below) as part of an integrated financing transaction of the City and Authority for the purpose of acquiring Park Area I from SC Ontario; WHEREAS, in consideration of the right of possession of, and the continued quiet use and enjoyment of, the Property during each Rental Period under this Lease, the City agrees to make the Lease Payments; and
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2 WHEREAS, the City and the Authority have agreed to enter into this Lease Agreement providing for Lease Payments with an aggregate principal component in the amount of $__________________ for the purpose of implementing the integrated financing t ransaction described above.

WHEREAS, the City and the Authority agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of this Lease Agreement and the bargain of both parties hereto.

AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

ARTICLE I

DEFINITIONS; RULES OF INTERPRETATION
Section 1.01. Definitions. All terms defined in this Section 1.01 have the meanings herein specified for all purposes of this Lease Agreement.
“Additional Payments ” means the amounts specified as such in Section 4.03(b) of this Lease Agreement.
“Applicable Environmental Laws” means and shall include, but shall not be limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ( “CERCLA”), 42 USC Sections 9601 et seq.; the Resource Conservation and Recovery Act ( “RCRA”), 42 USC Sections 6901 et seq.; the Federal Water Pollution Control Act, 33 USC Sections 1251 et seq.; the Clean Air Act, 42 USC Sections 7401 et seq.; the California Hazardous Waste Control Law (“HWCL”), California Health & Safety Code Sections 25100 et seq.; the Hazardous Substance Account Act ( “HSAA”), California Health & Safet y Code Sections 25300 et seq.; the Porter - Cologne Water Quality Control Act (the “Porter-Cologne Act”), California Water Code Sections 1300 et seq.; the Air Resources Act, California Health & Safety Code Sections 3900 et seq.; the Safe Drinking Water & To xic Enforcement Act, California Health & Safety Code Sections 25249.5 et seq.; and the regulations under each thereof; and any other local, state, and/or federal laws or regulations, whether currently in existence or hereafter enacted, that govern:
(a) the existence, cleanup, and/or remedy of contamination on property; (b) the protection of the environment from spilled, deposited, or otherwise emplaced contamination;
(c) the control of hazardous wastes; or
(d) the use, generation, transport, treatment, removal, or recovery of Hazardous Substances, including building materials.
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3 “Assignee” means SC ONTARIO DEVELOPMENT COMPANY LLC, a Delaware limited liability company, and its successors and assigns. “Assignment Agreement ” means the Assignment Agreement, dated ____________________, 2025, between the Authority and Assignee, as amended and supplemented hereafter.
“Business Day” means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in the State.
“City Representative” means the City Manager, the Executive Director of Finance, or the designee of any such official, or any other person authorized by resolution delivered to the Authority and the Assignee to act on behalf of the City under or with respect to the Site and Facility Lease and this Lease Agreement.
“Closing Date” means the date this Lease Agreement or a memorandum thereof is recorded in the office of the County Recorder of the County of San Bernardino. “Contract” means any indenture, trust agreement, contract, agreement (other than this Lease Agreement), other contractual restriction, lease, mortgage or instrument. “Default Interest Rate” means the rate of interest equal to the sum of (i) the Interest Rate or the Taxable Equivalent Rate, as applicable, plus (ii) __________% per annum, but in no event greater than 12% per annum.
“Determination of Taxability ” means any determination, decision or decree by the Commissioner of Internal Revenue, or any District Director of Internal Revenue, or any court of competent jurisdiction, to the effect that an Event of Taxability shall have occurred; provided, however, that the City shall have the opportunity to take such remedial action necessary to restore the tax -exempt status of the interest component of the Lease Payments . A Determination of Taxability also shall be deemed to have occurred on the date when the City files any statement, supplemental statement, or other tax schedule, return or document, which discloses that an Event of Taxability shall have occurred.
“Event of Default” means any of the events of default as defined in Section 8.01. “Event of Taxability” means, (a) the application of the proceeds of the rental payments in such manner that this Lease Agreement becomes an “arbitrage bond” within the meaning of Sections 103(b)(2) and 148 of the Tax Code, and with the result that interest component of the Lease Payment is or becomes includable in a recipient’s gross income (as defined in Section 61 of the Tax Code); or (b) if as the result of any act, failure to act or use of the proceeds of th is Lease Agreement or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in this Lease Agreement, the interest component of the Lease Payments is or becomes includable in a recipient’s gross income (as defined in Section 61 of the Tax Code). “Facility” means any facilities located on the Site.
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4 “Federal Securities” means any direct general non-callable obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of Am erica), or obligations the timely payment of principal of and interest on which are directly guaranteed by the United States of America. “Fiscal Year” means each twelve-month period during the Term of this Lease Agreement commencing on July 1 in any calendar year and ending on June 30 in the next succeeding calendar year, or any other twelve-month period selected by the City as its fiscal year period. “Governmental Authority ” means any governmental or quasi -governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law.
“Hazardous Substance ” means any substan ce that shall, at any time, be listed as “hazardous” or “toxic” in any Applicable Environmental Law or that has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Environmental Law s; and also means, without limitation, raw materials, building components, the products of any manufacturing, or other activities on the Property, wastes, petroleum, and source, special nuclear, or by -product material as defined by the Atomic Energy Act of 1954, as amended (42 USC Sections 3011 et seq.). “Interest Rate ” means an interest rate of ___ % per annum applicable to the Lease Payments.
“Joint Powers Agreement ” means the _____________. The current members of the Authority are the City and the Ontario Housing Authority. “Lease Agreement” this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. “Lease Payment Date ” means ______________ 1 in each year, commencing ________________, 2025, and continuing to and including the date on which the Lease Payments are paid in full.
“Lease Payments” means all payments required to be paid by the City under Section 4.03, including any prepayment thereof under Sections 9.02 or 9.03. “Material Adv erse Effect ” means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City; provided, however, in making a determination under this section (a), the Authority will not take into account for purposes of Section 8.01 any event or occurrence affecting solely any of the City’s proprietary departments, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Lease Agreement or to meet or perform its obligations under this Lease Agreement on a timely basis, (c) the legality, validity or enforceability of this Lease Agreement, (d) the rights, interests, or remedies of the Authority or the Assignee with 304
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5 respect to this Lease Agreement, or ( e) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes.
“Material Litigation” means any action, suit, proceeding, inquiry or investigation against the City in any court or before any arbitrator of any kind or before or by any Governmental Authority, which (i) if determined adversely to the City, may have a Material Adverse Effect, (ii) seeks to restrain or enjoin any of the transactions contemplated by this Lease Agreement, or (iii) may adversely affect (A) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes or (B) the ability of the City to perform its obligations under this Lease Agreement. “Net Proceeds” means any insurance or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof.
“Permitted Encumbrances” means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid under Article V of this Lease Agreement; (b) the Site and Facility Lease and this Lease Agreement; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (d) the exceptions disclosed in the title insurance policy issued with respect to the Property as of the Closing Date; and (e) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Property for its intended purposes.
“Property” means, collectively, the Site and the Facility. “Rental Period” means each period during the Term of the Lease commencing on and including ________________ in each year and extending to and including the next succeeding ______________. The first Rental Period begins on the Closing Date and ends on __________________, 2025.
“Site” means that certain real property more particularly described in Exhibit A to the Site and Facility Lease and in Exhibit A to this Lease Agreement. “Site and Facility Lease ” means the Site and Facility Lease, dated as of _________________, 2025, by and between the City, as lessor, and the Authority, as lessee, together with any duly authorized and executed amendments thereto. “Site PSA” means the Purchase and Sale Agreement dated as ________, 2025, between the City and Assignee pursuant to which the City has purchased a portion of the Site. “Special Counsel” means (a) Best Best & Krieger LLP, or (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income under Section 103 of the Tax Code. 305
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6 “State” means the State of California.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together wit h applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. “Taxable Equivalent Rate” means a rate of interest equal to ___% per annum. “Term of this Lease Agreement ” or “Term” means the time during which this Lease Agreement is in effect, as provided in Section 4.02.

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

ARTICLE II

COVENANTS, REPRESENTATIONS AND WARRANTIES
Section 2.01. Covenants, Representations and Warranties of the City. The City makes the following covenants, representations and warranties to the Authority and the Assignee as of the date of the execution and delivery of this Lease Agreement:
(a) Due Organization and Existence . The City is a general law city , duly organized and existing under and by virtue of the laws of the State, has full legal right, power and authority under the laws of the State to enter into the Site and Facility Lease and this Lease Agreement and to carry out and consummate all transactions on i ts part contemplated hereby and thereby, and by proper action the City has duly authorized the execution and delivery by the City of the Site and Facility Lease and this Lease Agreement. (b) Due Execution . The representative of the City executing the Site and Facility Lease and this Lease Agreement has been fully authorized to execute the same by a resolution duly adopted by the City Council of the City. 306
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7 (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease and this Lease Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms.
(d) No Conflicts. The execution and delivery of the Site and Facility Lease and this Lease Agreement, the consummation of the transactions therein and herein contemplated and the fulfillment of or compliance with the terms and conditions thereof and hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or othe r agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance could have consequences that could materially and adversely affect the consummation of the transactions contemplated by the Site and Facility Lease or this Lease Agreement or the financial condition, assets, properties or operations of the City.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Site and Facility Lease and this Lease Agreement, or the consummation of any transaction therein and he rein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on the City or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, could have a Material Adverse Effect upon the consummation of the transactions contemplated by or the validity of the Site and Facility Lease and this Lease Agreement and the City’s ability to make the Lease Payments, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that could materially and adversely affect the consummation of the transactions contemplated by this Lease Agreement.
(g) Sufficient Funds. The City reasonably believes that sufficient funds can be obtained to make all Lease Payments and all other amounts required to be paid pursuant to this Lease Agreement.
(h) No Defaults. The City has never non-appropriated or defaulted under any of its payment or performance obligations or covenants, either under any financing lease 307
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8 of the same general nature as this Lease Agreement, or under any of its bonds, notes, or other debt obligations.
(i) Fee Title. The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City’s use of the Property for the purposes for which it is, or may reasonably be expected to be, held. (j) Use of the Property, Essentiality. During the term of this Lease Agreement, the Property will be used by the City only for the purpose of performing one or more governmental or proprietary functions of the City consistent with the permissible scope of the City’s authority. The Property is essential to the City’s operations and the lease thereof for use by the City is in the best interest of the City. (k) Hazardous Substances. The Property is free of all Hazardous Substances, and the City is in full compliance with all Applicable Environmental Laws. (l) Flooding Risk. The Property is not located in a flood hazard area and has never been subject to material damage from flooding.
(m) Value of Property . The value of the Property (real property replacement cost) is not less than $21,829,500.
(n) Financial Statements. The statement of financial position of the City as of June 30, 2024, and the related statement of activities and statement of cash flows and changes in financial position for the year then ended and the auditors’ reports with respect thereto, copies of which have heretofore been furnished to the Authority, are complete and correct and fairly present the financial condition, changes in financial position and results of operations of the City at such date and for such period, and were prepared in accordance with generally accepted accounting principles. Since the period of such statements, there has been no (i) change which could have a Material Adverse Effect and (ii) no material increase in the indebtedness of the City.
(o) No Material Adverse Change . Since the most current date of the information, financial or otherwise, supplied by the City to the Authority:
(i) There has been no change in the assets, liabilities, financial position or results of operations of the City which might reasonably be anticipated to cause a Material Adverse Effect.
(ii) The City has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (iii) The City has not (A) incurred any material indebtedness, other than the Lease Payments, and trade accounts payable arising in the ordinary course of the City’s business and not past due, or (B) guaranteed the indebtedness of any other person.
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9 (p) Accuracy of Informati on. All information, reports and other papers and data furnished by the City to the Authority and the Assignee were, at the time the same were so furnished, complete and accurate in all material respects and insofar as necessary to give the Authority and the Assignee a true and accurate knowledge of the subject matter and were provided in expectation of the Authority’s and the Assignee’s reliance thereon in entering into the transactions contemplated by this Lease Agreement. Any financial, budget and other projections furnished to the Authority and the Assignee by the City or its or their agents were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the t ime of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent the City’s best estimate of its future financial performance.

Section 2.02. Covenants, Representations and Warranties of the Authority. The Authority makes the following covenants, representations and warranties to the City and the Assignee as of the date of the execution and delivery of this Lease Agreement:
(a) the Authority has been duly organized and is validly existing as a joint exercise of powers authority under the laws of the State of California with full corporate power to enter into and undertake its duties and obligations hereunder and has sufficient knowledge and experience in financial and business matters, including purchas e and ownership of tax-exempt municipal obligations, to be able to evaluate the economic risks and merits of the investment represented by the Lease;
(b) the execution, delivery and performance of this Lease Agreement and the Site and Facility Lease have been duly authorized by all necessary corporate actions on the part of the Authority and do not require any further approvals or consents; (c) the execution, delivery and performance of this Lease Agreement and the Site and Facility Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the Authority is a party by which it or its property is bound;
(d) there is no pending or, to the knowledge of the Authority, threatened action or proceeding before any court or administrative agency which could materially adversely affect the ability of the Authority to perform its obligations under this Lease Agreement and the Site and Facility Lease;
(e) the Authority will not mortgage or encumber the Property or the Lease Agreement or assign this Lease Agreement or its rights to receive Lease Payments hereunder, except as expressly permitted herein or in the Site and Facility Lease; (f) on or prior to the Closing Date, the Authority will require the Assignee to deliver to the City a certificate substantially in the form set forth in Exhibit D attached hereto in connection with its assignment of its interest herein to Assignee; 309
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10 (g) prior to the discharge of this Lease Agreement , the Authority will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 2.03. Financial Disclosures. In connection with compliance by the City and the Authority with an y continuing disclosure undertakings (each, a “Continuing Disclosure Undertaking”) entered into by the City and/or the Authority pursuant to SEC Rule 15c2 12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the City and the Authority may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system or its successor (“EMMA”) notice of its incurrence of its obligations with respect to this Lease Agreement and related doc uments and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with this Lease Agreement and related documents, in each case including a full copy thereof or a descri ption of the material terms thereof (each such posting, an “EMMA Posting”). The City and the Authority agree that they shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following information relating to the Assignee: i) unredacted sensitive or confidential information about the Assignee or its affiliates; ii) address and account information of the Assignee or any affiliates; iii) e mail addresses, telephone numbers, or fax numbers; or iv) names and signatur es of officers, employees and signatories of the Assignee or its affiliates. The City and the Authority acknowledge and agree that the Assignee and its affiliates are not responsible for the compliance or noncompliance (or any claims, losses or liabilitie s arising therefrom) by the City, the Authority or any other entity (including, but not limited to, any broker -dealer’s) with the Rule, any Continuing Disclosure Undertaking or any applicable securities or other laws, including but not limited to those rel ating to the Rule.
(b) The City and the Authority acknowledge that: ( i) the Assignee has represented that it is acting in this transaction solely for its own account and not as a fiduciary for the City or the Authority or in the capacity of broker, dealer, mun icipal securities underwriter or municipal advisor; (ii) the Assignee has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the City or the Authority (including to any financial advisor or placement agent engaged by the City or the Authority) with respect to the execution and delivery of this Lease Agreement; (iii) each of the City, the Authority and their financial advisors (if any) will seek and obtain financial, legal (incl uding securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the execution and delivery of this L ease Agreement from their financial, legal and other advisors (and not the Assignee) to the extent that the City, the Authority, or their financial advisors (if any) desire such advice. The City and the Authority acknowledge that the Assignee has expressed no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the financial advisor s (if any) of the City and the Authority, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the City, the Authority or their financial advisors (if any ), with respect to any such matters.

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11 ARTICLE III

RESERVED
Section 3.01. [Reserved].

ARTICLE IV

LEASE OF PROPERTY; LEASE PAYMENTS
Section 4.01. Sublease of Property by the Authority Back to the City. (a) The Authority hereby subleases the Property to the City, and the City hereby subleases the Property from the Authority, upon the terms and conditions set forth in this Lease Agreement.
(b) The leasing of the Property by the City to the Authority pursuant to the Site and Facility Lease shall not affect or result in a merger of the City’s subleasehold estate pursuant to this Lease Agreement and its fee estate as lessor under t he Site and Facility Lease.

Section 4.02. Term. The Term of this Lease Agreement commences on the __th day of _______________, 2025 and ends on _________________, or the date on which all of the Lease Payments have been paid in full. If on __________________, the Lease Payments payable hereunder shall have been abated at any time and for any reason and not otherwise paid from rental interruption insurance or other sources, or the City shall have defaulted in its payment of Lease Payments hereunder or any Event of Default has occurred and continues without cure by the City, then the term of this Lease Agreement shall be extended for the greater of (i) the actual period of abatement or (ii) for so long as the default remains uncured, as necessary to accommodate the final payment of all Lease Payments due hereunder, not to exceed 10 years. The provisions of this Section 4.02 are subject to the provisions of Section 6.01 relating to the taking in eminent domain of the Property or any portion thereof.

Section 4.03. Lease Payments.
(a) Obligation to Pay. Subject to the provisions of Sections 6.01 and 6.03 and the provisions of Article IX, the City agrees to pay to the Authority, its successors and assigns, the Lease Payments (denominated into components of principal and interest) i n the respective amounts specified in Exhibit B attached hereto (including any supplements thereto) and by this reference incorporated herein, to be due and payable in immediately available funds on each of the respective Lease Payment Dates specified in Exhibit B. The Lease Payments payable in any Rental Period with respect to the Property shall be for the use of the Property during such Rental Period. The interest components of the Lease Payments have been calculated b ased on the Interest Rate (assuming that No Event of Default or Event of Taxability has occurred and is continuing), on the basis of 360 day year consisting of twelve 30-day months If the City fails to make any of t he Lease Payments when due, the payment in default shall continue as an obli gation of the City until the amount in default has been fully paid, with interest on the overdue payment at the Default 311
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12 Interest Rate (calculated on the basis of a 360-day year consisting of twelve 30 -day months). Lease Payments and Additional Payments s hall be paid at the direction of the Authority to the Assignee as set forth in the Assignment Agreement.

Upon the occurrence of a Determination of Taxability with respect to the Loan, the Successor Agency shall make future Lease Payments using the Taxable Equivalent Rate thereto directly to the Assignee equal to the difference between the interest component of the Lease Payments calculated at the Interest Rate and the interest component of the Lease Payments calculated at the Taxable Equivalent Rate (calculated on the basis of a 360-day year based upon twelve 30 day months).
(b) Additional Payments. In addition to the Lease Payments set forth herein, the City agrees to pay as Additional Payments all of the following:
(i) all taxes and assessments of an y nature whatsoever, including but not limited to excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross receipts taxes, if any, levied upon the Property or upon any interest of the Authority therein or in this Lease Agreement; provided, however, the City may, at the City’s expense and in its name, in good faith contest any such taxes and assessments and, in the event of such contest, may permit such taxes and assessments to remain unpaid during the period of such contest and appeal therefrom unless the Authority shall notify the City that, in the opinion of Special Counsel or the City Attorney, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any portion thereof, will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes and assessments or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority;
(ii) insurance premiums, if any, on all insurance required under the provisions of Article V hereof;
(iii) any other reasonable fees, costs or expenses incurred by the Authority in connection with the execution, performance or enforcement of this Lease Agreement or any of the transactions contemplated hereby or related to the Property, including, without limitation, any amounts which may become due; and (iv) any amounts required to be paid as rebate to the United States pursuant to the Tax Certificate.

Amounts constituting Additional Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalt y or, in any other case, within 30 days after notice in writing from the Authority to the City stating the amount of Additional Payments then due and payable and the purpose thereof. (c) Effect of Prepayment. If the City prepays all Lease Payments in full under Sections 9.02 or 9.03, the City’s obligations under this Section will thereupon cease and 312
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13 terminate. If the City prepays the Lease Payments in part but not in whole under Section

9.03, the principal components of the remaining Lease Payments will be reduced in inverse order; and the interest component of each remaining Lease Payment will reflect the actual interest amount accrued at the interest rate than in place. (d) Fair Rental Value. The Lease Payments coming due and payable during each Rental Period constitute the total rental for the Property for such Rental Period, and will be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy of , and the continued quiet use and enjoyment of the Property during each Rental Period. The City has determined that the total Lease Payments and Additional Payments due during each Rental Period are not in excess of the fair rental value of the Property during such Rental Periods. In making this determination, consideration has been given to the estimated fair market value of the Property, the estimated replacement cost of the Property, the uses and purposes which may be served by the Property and the ben efits therefrom which will accrue to the City and the general public. (e) Source of Payments; Budget and Appropriation. The Lease Payments are payable from any source of legally available funds of the City, subject to the provisions of Sections 6.01, 6.03 and 9.01. The City covenants to take such action as may be necessary to include all Lease Payments and Additional Payments in each of its annual budgets during the Term of this Lease Agreement and to make the necessary annual appropriations for all such Lea se Payments and Additional Payments. The covenants on the part of the City herein contained constitute duties imposed by law and it is the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.
(f) Allocation of Lease Payments . All Lease Payments re ceived shall be applied first to the interest components of the Lease Payments due hereunder, then to the principal components of the Lease Payments due hereunder, but no such application of any payments that are less than the total rental due and owing shall be deemed a waiver of any default hereunder.
(g) No Offsets. Notwithstanding any dispute between the Authority and the City, the City shall make all Lease Payments when due without deduction or offset of any kind and , except as permitted under Section 4.0 3(b)(i), shall not withhold any Lease Payments pending the final resolution of such dispute.
(h) Payments under this Lease Agreement. The City understands and agrees that all Lease Payments have been assigned by the Authority to the Assignee under the Assignment Agreement, and the City hereby assents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Authority (or to its assignees as directed pursuant to Section 7.04 hereof) all payments payable by the City under this Section 4.03 and all amounts payable by the City under Article IX. 313
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14 Section 4.04. Additional Obligations. The City shall not issue additional leases, bonds, notes or other indebtedness which are secured or payable from lease payments against the Property without the written consent of the Authority and the Assignee, which consent may be withheld in the sole and absolute discretion of the Authority and the Assignee.

Section 4.05. Quiet Enjoyment. Throughout the Term of this L ease Agreement unless City is in default, the Authority will provide the City with quiet use and enjoyment of the Property and the City will peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease Agreement. The Authority will, at the request of the City and at the City’s cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the foregoing, the Authority has the right to inspect the Property as provided in Sections 5.12(c) and 7.02.

Section 4.06. Title. At all times during the Term of this Lease Agreement, the City shall hold title to the Property, including all additions which comprise fixtures, repairs, replacements or modifications thereto, subject to Permitted Encumbrances and subject to the provisions of Section

7.02. Upon the termination of this Lease Agreement (other than under Section 8.02(b) hereof), all right, title and interest of the Authority in and to the Property shall be transferred to and vested in the City. Upon the payment in full of all Lease Payments, or upon the deposit by the City of security for such Lease Payments as provided in Secti on 9.01, all right, title and interest of the Authority in and to the Property shall be transferred to and vested in the City. The Authority agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer.

Section 4.07. Release of Excess Property. The City may, at any time and from time to time, release any portion of the Property (the “Released Property”) from this Lease Agreement, with the prior written consent of the Assignee, which consent shall be at the Assignee’s sole discretion, and upon satisfaction of all of the following requirements which are conditions precedent to such release:
(a) The City shall certify to the Authority that no Event of Default has occurred and is cont inuing, and no event giving rise to an abatement of Lease Payments under Section 6.03 has occurred or is continuing with respect to the Property to be remaining following release of the Released Property;
(b) The City shall file with the Authority, and cause to be recorded in the office of the San Bernardino County Recorder, an amendment to this Lease Agreement which deletes the Released Property from the description of the Property; (c) The City shall file with the Authority a written certificate of the City stating the City’s determination that (i) the estimated fair rental value, for each remaining Rental Period and in the aggregate, of the Property remaining after release of the Released Property is at least equal to the remaining Lease Payments for each remaini ng Rental Period and in the aggregate , (ii) that the useful life of the remaining Property extends 314
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15 beyond the final Lease Payment Date of the Lease Payments allocable thereto, (iii) and that the remaining property under this Lease Agreement constitutes one or more whole assessor’s parcels; and
(d) The City has certified in writing to the Authority and the Assignee that the Property which remains subject to this Lease Agreement following such release is essential to the City’s efficient and economic operation, s erves the essential municipal purposes of the City and constitutes property which the City is permitted to lease under the laws of the State of California;
(e) The City has certified in writing to the Authority and the Assignee that the property which remains subject to this Lease Agreement following such release does not cause the City to violate any of its covenants, representations and warranties made herein, as certified in writing by the City, and no event giving rise to an abatement of Lease Payments has occurred or is continuing with respect to property which remains subject to this Lease Agreement following such release;
(f) The City shall have provided the Authority and the Assignee with an opinion of Special Counsel to the effect that such release will not , in and of itself, cause the interest component of the Lease Payments to be included in gross income for federal income tax purposes; and
(g) The City shall file with the Authority such other information, documents and instruments as the Authority shall reasonably request, including (if requested by the Authority) evidence of the estimated fair market value of the Property to be remaining following release of the Released Property, indicating that such value is in excess of the then unpaid principal component of the Lease Payments and such endorsements to the title policy delivered on the Closing Date.

Upon the satisfaction of all such conditions precedent, the Term of this Lease Agreement will thereupon end as to the Released Property. The City shall be responsible for all costs relating to such release, including the costs of the Assignee’s legal counsel. The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such release. The Authority and the City shall execute, deliver and cause to be recorded all documents required to discharge this Lease Agreement of record against the Released Property.

Section 4.08. Substitution of Property.

The City may at any time and from time to time, with the prior written consent of the Authority, which consent shall be at the Assignee’s sole discretion, substitute other real property (the “Substitute Property ”) for the Property, or any portion thereof (the “Former Property ”), provided that the City satisfies all of the following requirements which are conditions precedent to such substitution:
(i) No Event of Default shall have occurred and be continuing and no event giving rise to an abatement of Lease Payments under Section 6.3 hereof shall have occurred and be continuing with respect to the Substitute Property; 315
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16 (ii) The City shall file with the Authority, and cause to be recorded in the office of the San Bernardino County Recorder sufficient memorialization of, an amendment of the Lease Agreem ent which adds to Exhibit A thereto a description of such Substitute Property and deletes therefrom the description of such Former Property; (iii) The City shall obtain an ALTA policy of title insurance insuring the Authority’s leasehold estate under the Site and Facility Lease in such Substitute Property, subject only to Permitted Encumbrances, in an amount at least equal to the aggregate principal components of the Lease Payments outstanding under this Lease Agreement; (iv) The City shall certify in writing to the Authority and the Assignee that such Substitute Property serves the municipal purposes of the City and constitutes property which the City is permitted to lease under the Laws of the State of California, and has been determined to be essential to the proper, efficient and economic operation of the City and to serve an essential governmental function of the City; (v) The Substitute Property shall not cause the City to violate any of its covenants, representations and warranties made in this Lease Agreement; (vi) The City shall file with the Authority and the Assignee an appraisal or other written documentation acceptable to the Authority and the Assignee which establishes that the fair market value and the fair rental value of the Substitute Property are at least equal to the remaining Lease Payments in the aggregate and for each remaining Rental Period, respectively, and that the useful life of the Substi tute Property extends beyond the final Lease Payment Date of the Lease Payments allocable thereto; (vii) In the event of damage or destruction of the Leased Property from earthquake or other uninsured peril, the City shall substitute under this Lease Agree ment other unencumbered real property of a value and useful life not less than the outstanding principal component of the Lease Payments and the remaining term of this Lease Agreement, respectively; and
(viii) The City shall have provided the Authority and the Assignee with an opinion of Special Counsel to the effect that such substitution will not, in and of itself, cause the interest component of the Lease Payments to be included in gross income for federal income tax purposes.

Upon the satisfaction of al l such conditions precedent, the term of the Lease Agreement shall thereupon end as to the Former Property and shall thereupon commence as to the Substitute Property, and all references to the Former Property shall apply with full force and effect to the Substitute Property. The City shall not be entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such substitution. The Authority and the City shall execute, deliver and cause to be recorded a ll documents required to discharge the Lease Agreement of record against the Former Property. The City shall be responsible for all costs related to such substitution, including the costs of the Assignee’s legal counsel and other consultants retained to evaluate the proposed substitution. 316
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17 ARTICLE V

MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of this Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property are the sole responsibility of the City, and the City will pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, sec urity, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Authority agrees to provide only the Property, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code, but such waiver does not limit any of the rights of the City under the terms of this Lease Agreement.

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

The City may, at the City’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contes t and any appeal therefrom unless the Authority or the Assignee shall notify the City that, in the reasonable opinion of Special Counsel or the City Attorney, by nonpayment of any such items the interest of the Authority in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City will promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. The City shall promptly notify the Authority of any tax, assessment, utility or other charge it elects to contest.

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

Section 5.03. Public Liability Insurance . The City shall mai ntain or cause to be maintained throughout the Term of this Lease Agreement a standard comprehensive general 317
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18 liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents, employees and assig ns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Property. Such policy or policies must provide coverage with limits of at least $1,000,000 per occurrence and $2 ,000,000 in the aggregate, for bodily injury and property damage coverage in form and amount (including any deductibles) satisfactory to the Authority. Such i nsurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including, with the prior written consent of the Authority and the Assignee , a self-insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the proceeds of such liability insurance toward extinguishment or satisfaction of the liability with respect to which such proceeds have been paid.

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

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

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

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

Section 5.06. Worker’s Compensation Insurance. If required by applicable California law, the City shall carry worker’s compensation insurance covering all employees on, in, near or about the Property and, upon request, shall furnish to the Authority certificates evidencing such coverage throughout the Term of this Lease Agreement. Such insu rance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including a self- insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. 318
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19 Section 5.07. Recordation Hereof; Title Insurance. On or before the Closing Date, the City shall, at its expense, (a) cause this Lease Agreement, the Site and Facility Lease and the Assignment Agreement, or a memorand um hereof or thereof in form and substance approved by Special Counsel, to be recorded in the office of the San Bernardino County Recorder with respect to the Property, and (b) obtain a ALTA title insurance policy insuring the Authority’s ground leasehold estate established under the Site and Facility Lease in the Property and the City’s leasehold estate hereunder in the Property, subject only to Permitted Encumbrances, in an amount equal to the original principal components of the Lease Payments. The City will apply the Net Proceeds of such insurance as provided in Section 6.02.

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

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

Section 5.10. Liens. The City will not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than as herein contemplated and except for such encumbrances as the City certifies in writing to the Authority do not materially and adversely affect the leasehold estate in the Property hereunder and for which the Assignee provides its prior written approval, which approval shall be at Authority’s sole discretion. Except as expressl y provided in this Article V, the City will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise a t any time. The City will reimburse the Authority and the Assignee as 319
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20 Additional Payments, with interest at the rate set forth in Section 4.3(a), for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encum brance or claim.

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

Section 5.12. Environmental Covenants.
(a) Compliance with Laws; No Hazardous Substances. The City will comply with all Applicable Envir onmental Laws with respect to the Property and will not use, store, generate, treat, transport, or dispose of any Hazardous Substance thereon or in a manner that would cause any Hazardous Substance to later flow, migrate, leak, leach, or otherwise come to rest on or in the Property.
(b) Notification of Authority. The City will transmit copies of all notices, orders, or statements received from any governmental entity concerning violations or asserted violations of Applicable Environmental Laws with respect to the Property and any operations conducted thereon or any conditions existing thereon to the Authority and the Assignee, and the City will notify the Authority and the Assignee in writing immediately of any release, discharge, spill, or deposit of any Hazardous Substance that has occurred or is occurring that in any way affects or threatens to affect the Property, or the people, structures, or other property thereon, provided that no such notification shall create any liability or obligation on the part of the Authority or the Assignee. (c) Access for Inspection. The City will permit the Authority and the Assignee, their respective agents, or any experts designated by the Authority and the Assignee to have full access to the Property during reasonable business h ours for purposes of such independent investigation of compliance with all Applicable Environmental Laws, provided that neither the Authority nor the Assignee has any obligation to do so, or any liability for any failure to do so, or any liability should they do so.

ARTICLE VI

EMINENT DOMAIN; USE OF NET PROCEEDS
Section 6.01. Eminent Domain. If all of the Property shall be taken permanently under the power of eminent domain or sold to a governmental entity threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (a) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (b) there shall be a partial abatement of Lease Payments in an amount equal to the app lication of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be 320
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21 agreed upon by the City and the Authority such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property.

Section 6.02. Application of Net Proceeds.
(a) From Insurance Award.
(i) Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the City in the event of any such damage or destruction shall be deposited by the City promptly upon receipt thereof in a special fund with the Authority designated as the “Insurance and Condemnation Fund.” (ii) Within 90 days following the date of such deposit, the City shall determine and notify the Authority and the Assignee in writing of its determination either (A) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasible or in the best interest of the City and the Net Proceeds, together with other moneys available therefor, are sufficient to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 9.03 hereof, or (B) that all or a portion of such Net Proceeds are to be applied to the prompt replacemen t, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property and the fair rental value of the Property following such repair, restoration, replacement, modification or improvement will at least equal the unpaid principal component of the Lease Payments.
(iii) In the event the City’s determination is as set forth in clause (A) of subparagraph (ii) above, such Net Proceeds shall be promptly applied to the prepayment of Lease Payments and other amounts pursuant to Section 9.03 of this Lease Agreement; provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be so applied only if sufficient, together with other moneys available therefor, to cause the prepayment of the princ ipal components of all unpaid Lease Payments, all accrued and unpaid interest, Prepayment Premiums described in Section 9.02, and all other costs related to such prepayments pursuant to Section 9.03 of this Lease Agreement and otherwise such Net Proceeds s hall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property; provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be applied to the prepayment of Lease Payments only if the resulting Lease Payments following such prepayment from Net Proceeds represent fair consideration for the remaining portions of the Property and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, re storation, modification or improvement of the Property, evidenced by a certificate signed by a City Representative.
(iv) In the event the City’s determination is as set forth in clause (B) of subparagraph (ii) above, such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or 321
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22 destroyed portions of the Property by the City, and until the Property has been restored to its prior condition, the City shall not place any lien or encumbrance on the Property that is senior to this Lease Agreement without the prior written consent of the Authority and the Assignee, at their sole discretion. (b) From Eminent Domain Award. If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited by the City in the Insurance and Condemnation Fund and shall be applied and disbursed as follows:
(i) If the City has given written notice to the Authority and the Assignee of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are not needed for repair or rehabilitation of the Property, the City shall so certify to the Authority and the Assignee, and the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Sec tion 9.03 of this Lease Agreement.
(ii) If the City has given written notice to the Authority and the Assignee of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are needed for repair, rehabilitation or replacement of the Property, the City shall so certify to the Authority and the Assignee, and the City shall apply such amounts for such repair or rehabilitation.
(iii) If (A) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written no tice to the Authority and the Assignee of the City’s determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement or (B) all of the Property shall have been taken in such eminent domain proceedings, then the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.03 of this Lease Agreement. (iv) In making any deter mination under this Section 6.02(b), the City may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Authority and the Assignee. Any such determination by the City shall be final.
(c) From Title Insurance. The Net Proceeds from a title insurance award shall be deposited by the City in the Insurance and Condemnation Fund and credited towards the prepayment of Lease Payments required to be paid pursuant to Section 9.03 of this Lease Agreement.
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23 Section 6.03. Abatement of Lease Payments in the Event of Damage or Destruction .

Lease Payments shall be abated during any period in which, by reason of damage or destruction, there is substantial interference with the use and occupancy by the City of the Property or any portion thereof to the extent to be agreed upon by the City and the Authority and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement shall continue in full force and effect. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit B, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed, based upon an appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. The City and the Authority shall calculate such abatement and shall provide the Assignee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as evidenced by a Certificate of a City Representative to the Authority. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the City waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.03 to the extent that (a) the proceeds of rental interruption insurance or (b) amounts in the Insurance and Condemnation Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.03, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments.

ARTICLE VII

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

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

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

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

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

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

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

Section 7.02. Access to the Property; Grant and Conveyance of Right of Entry . The City agrees that the Authority, and the Authority’s successors or assigns, has the right at all reasonable times, following at least 48 hours written notice provided to the City, to enter upon and to examine and inspect (to the extent permitted by law and public policy) the Property or any part thereof. The City further agrees that the Authority, and the Authority’s successors or assigns, shall have such rights of access to the Property or any component thereof, following at least 48 hours written notice provided to the City, as may be reasonably necessary to cause the proper 323
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24 maintenance of the Property if the City fails to perform its obligation s hereunder. Neither the Authority nor any of its assigns has any obligation to cause such proper maintenance.

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

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

Section 7.04. Assignment by the Authority. The Authority’s rights under this Lea se Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City hereunder, have been assigned to the Assignee under the Assignment Agreement. The City hereby consents to such assignment. Whenever in this Leas e Agreement any reference is made to the Authority and such reference concerns rights that the Authority has assigned to the Assignee, such reference shall be deemed to refer to the Assignee.

The Authority and the Assignee may make additional assignment of their rights, title and interests herein, but only to such entities as are set forth in the Assignment Agreement, and no such assignment will be effective as against the City unless and until the Authority or the Assignee have filed with the City at least five Business Days’ prior written notice thereof and an executed copy of a letter addressed to the City and the Authority substantially in the form of the letter delivered by the Authority on the Closing Date attached hereto as Exhibit D 324
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25 The City shall pay all Lease Payments hereunder to the Authority, as provided in Section

4.03(h) hereof, or under the written direction of the assignee named in the most recent assignment or notice of assignment filed with the City. During the Term of this Lease Agree ment, the City will keep a complete and accurate record of all such notices of assignment.

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

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

Section 7.06. Amendment of Lease Agreement. This Lease Agreement may be amended in writing by the parties hereto and their successors and assigns , but only with the prior written consent of the Assignee . Prior to the effective date of any such amendment, and as a condition precedent to the effectiveness thereof, the City at its expense shall deliver to the Authority and the Assignee an opinion of Special Counsel stating that such amendment will not adversely affect the exclusion from gross income of the interest component of the Lease Payments.

Section 7.07. Tax Covenants.
(a) Generally. The City will not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would 325
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26 cause, the interest components of the Lease Payments to become includable in gross income of the Assignee for federal income tax purposes. (b) Private Activity Bond Limitation . The City will ensure that the proceeds of the Lease Payments are not so used as to cause the City’s obligations hereunder to satisfy the private business tests of Secti on 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Lea se Payments to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Lease Payments which, if such action had b een reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Lease Payments to be “arbitrage bonds” within the meaning of Section 148(a) of the Tax Code.]
Section 7.08. Arbitrage Rebate. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Lease Payments.

Section 7.09. Financial Statements; Budgets . (a) No later than March 31st following the end of each Fiscal Year of the City during the Term of this Lease Agreement, the City will provide the Authority and the Assignee with a copy of its audited financial statem ents for such Fiscal Year, which may be satisfied by posting such audited financial statements on the Electronic Municipal Market Access (“EMMA”) website. Such audited financial statements shall include the City’s Annual Comprehensive Financial Report ( “ACFR”), including such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State law.
(b) By August 31st of each year , the City will provide the Authority and the Assignee with a copy of its annual adopted budget. Concurrent with the copy of the budget, the City shall provide a certificate of budgeting of the Lease Payments to Authority and the Assignee.
(c) The City hereby agrees to provide the Authority and the Assignee with such other information as may be reasonably requested by the Authority or the Assignee.

Section 7.10. Records and Accounts . The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and correct entries shall be made of all transac tions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Authority and the Assignee upon 72 hours’ prior notice.

Section 7.11. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations 326
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27 or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the City, including the City’s right to exist and carry on business as a municipal corporation, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 7.12. Notices. During the Term of this Lease Agreement, the City shall provide to the Authority and the Assignee:
(a) immediate notice by telephone, promptly confirmed in writing, of any event, action or failure to take any action which constitutes an Event of Default under this Lease Agreement, together with a detailed statement by a City representative of the steps being taken by the City to cure the effect of such Event of Default. (b) prompt written notice of any Material Litigation, or any investigation, inquiry or similar proceeding by any Governmental Authority. (c) with reasonable promptness, such other information respecting the City, and the operations, affairs and financial condition of the City as the Authority and the Assignee may from time to time reasonably request.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Defa ult Defined . Any one or more of the following events constitutes an Event of Default hereunder:
(a) Failure by the City to pay any Lease Payment or other payment, required to be paid hereunder at the time specified herein.
(b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, including failure to provide financial information referenced in Section 7.08, other than as referred to in the preceding clause (a) of this Section, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority or the Assignee. However, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, neither the Authority nor the Assignee shall unreasonably withhold their consent to an extension of such time (for a period not to exceed 30 days) if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected.
(c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adj udication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted 327
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28 under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any statement, representation or warranty made by the City in or pursuant to this Lease Agreement or its execution, delivery or performance shall have been false, incorrect, misleading or breached in any material respect on the date when made. (e) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the City is an obligor. (f) Any default by the City to observe any covenant, condition or agreement on its part to be observed or performed under the Site and Facility Lease. (g) Any court of competent jurisdic tion shall find or rule that the Site and Facility Lease or this Lease Agreement is not valid or binding against the City. (h) Any Material Adverse Effect shall exist.

Section 8.02. Remedies on Default. Whenever any Event of Default has happened and is continuing the Default Interest Rate shall apply and the Authority may exercise any and all remedies available under law or granted under this Lease Agreement; provided, however, that notwithstanding anything herein to the contrary, there shall be no right under any circum stances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this Lease Agreement shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise any one or more of the following remedies:
(a) Enforcement of Payments Without Termination. If the Authority does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency ar ising out of the re -leasing of the Property, or, if the Authority is unable to re-lease the Property, then for the full amount of all Lease Payments to the end of the Term of this Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re -entry by the Authority or any suit in unlawful detainer, or otherwise, bro ught by the Authority for the purpose of effecting such re -entry or obtaining possession of the Property or the exercise of any other remedy by the Authority. The City hereby irrevocably appoints the Authority as the agent and attorney -in-fact of the City to enter upon and re -lease the Property upon the occurrence and continuation of an Event of Default and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place in San Bernardino County for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or 328
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29 damage whatsoever arising or occasioned by any such entry upon and re -leasing of the Property and the remova l and storage of such property by the Authority or their duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-lease the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City agrees to surrender and quit possession of the Property upon demand of the Authority for the purpose of enabling the Property to be re -let under this paragraph. Any rental obtained by the Authority in excess of the sum of Lease Payments plus costs and expenses incurred by the Authority for its services in re-leasing the Property shall be paid to the City. (b) Termination of Lease . If an Event of Default occurs and is continuing hereunder, the Authority at its option may terminate this Lease Agreement and re-lease all or any portion of the Property, subject to the Site and Facility Lease. If the Authority terminates this Lease Agreement at its op tion and in the manner hereinafter provided due to a default by the City (and notwithstanding any re -entry upon the Property by the Authority in any manner whatsoever or the re -leasing of the Property), the City nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments. Any surplus received by the Authority from such re- leasing shall be applied by the Authority to Lease Payments , due under this Lease Agreement. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Authority shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property, or of the remainder of the Term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (c) Proceedings at Law or In Equity . If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (d) Remedies under the Site and Facility Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the Site and Facility Lease.

Section 8.03. No Remedy Exclusive . No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be 329
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30 in addition to every other remedy given under this Le ase Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law.

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

Section 8.05. No Additional Waiver Implied by One Waiver . If any agreement contained in this Lease Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.

Section 8.06. Judicial Reference.
(a) Judicial Reference . The Authority and the City hereby agree: (i) each proceeding or hearing based upon or arising out of, directly or indirectly, this Leas e Agreement, the Site and Facility Lease, the Assignment Agreement, the Property or any document related thereto, any dealings between the City and the Authority related to the subject matter of this Lease Agreement, the Site and Facility Lease , the Assign ment Agreement or any related transactions, and/or the relationship that is being established between the City and the Authority (hereinafter, a “Claim”) shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time; (ii) upon a written request, or upon an appropriate motion by either the Authority or the City, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of the Claim. The Authority and the City agree that the Referee shall have the power to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Authority and the City shall promptly and diligently cooperate with one another, as applicable, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this Section 8.7; (iv) the Authority or the City, as applicable, may file the Referee ’s findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to 330
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31 confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Authority and the City, as applicable, will each hav e such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the order thereon becomes final. (b) Selection of Referee; Powers. The parties to the Reference proceeding shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State of California, or a federal court judge, in each case, with at least ten (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or motion for the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or move that the Referee be appointed by the Presiding Judge of the San Bernardino County Superior Court, or of the U.S. District Court for the South ern District of California. The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section 8.7. (c) Provisional Remedies and Self Help. No provision of this Section 8.7 shall limit the right of either the Authority or the City, as the case may be, to (i) exercise such self-help remedies as might otherwise be available under applicable law, or (ii) ) obtain or oppose provisional or ancillary remedies, including without limitation injunctive rel ief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the Authority or the City to the Reference pursuant to this Section 8.7(c). (d) Costs and Fees. Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fe es and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

Section 8.07. Assignee to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VIII have been assigned by the Authority to the Assignee under the Assignment Agreement, to which assignment the City hereby consents. Such rights and remedies shall be exercised solely by the Assignee.

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
Section 9.01. Security Deposit . Notwithstanding any other provision of this Lease Agreement, the City may on any date secure the payment of the Lease Payments in whole or in 331
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32 part by depositing with the Authority, or a fiduciary reasonably satisfactory to the Authority and the Assignee, in trust, an amount of cash, which shall be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to the Authority and the Assignee, which cash so held is either (a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit B, or (b) invested in whole in non-callable Federal Securities maturing not later than the dates such funds will be required to make Lease Payments or any prepayment in an amount which is sufficient, in the opinion of an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to the Authority and the Assignee and addressed and delivered to the Authority and the Assignee), together with interest to accrue thereon and without reinvestment and together with any cash which is so deposited, to pay such Lease Payments when due under Section 4.03(a) or when due on any optional prepayment date under Section 9.02, as the City instructs at the time of said deposit; provided, however, that at or prior to the date on which any such security deposit is established, the City shall deliver to the Authority and the Assignee an opinion of Special Counsel (in form and substance acceptable to the Authority and the Assignee) to the effect that any such security deposit will not adversely affect the excludability of the interest component of Lease Payments from gross income of the Authority and the Assignee for federal income tax purposes. In the e vent of a security deposit under this Section with respect to all unpaid Lease Payments, (i) the Term of this Lease Agreement shall continue, (ii) all obligations of the City under this Lease Agreement, and all security provided by this Lease Agreement for said obligations, shall thereupon cease and terminate, excepting only (A) the obligation of the City to make, or cause to be made, all of the Lease Payments from such security deposit and, to the extent of any deficiency, as rent payable from other legall y available funds of the City, and (B) the release and indemnification obligations of the City under subparagraphs (f) and (g) of Section 7.03, and (iii) under Section 4.05, the Authority’s leasehold interest in the Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. The City hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Assignee. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Lease Agreement and, notwithstanding anything to the contrary herein, Lease Payments therefrom shall not be subject to abatement under Section 6.03 hereof to the extent payable from the funds held by the Authority or the fiduciary as described in the first sentence of this Section 9.01.

Section 9.02. Optional Prepayment. The Lease Payments may be prepaid at the option of the City prior to maturity as a whole, or in part, in inverse order of maturity of Lease Payments, on any date from any source of funds, at a redemption price of the principal component of the Lease Payments to be prepaid together with accrued interest to the date of prepayment. The City shall give the Authority and the Assignee written notice of its intention to exercise its option to prepay the Lease Payments under this Section 9.02 not less than 20 days in advance of the date of prepayment.

Section 9.03. Mandatory Prepa yment From Net Proceeds of Insurance , Eminent Domain. The City shall be obligated to prepay the unpaid principal components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the City on any date, together with any accrued and unpaid interest, from and to the extent of any proceeds of 332
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33 insurance award or condemnation award with respect to the Property to be used for such purpose under Section 6.02 on any date.

ARTICLE X

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

If to the City: City of Ontario
Attn: Scott Ochoa
City Manager
303 E. “B” Street
Ontario, CA 91762
Facsimile: (909) 395-2005
Telephone: (909) 395-2102
Email: _________________________

With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
2855 East Guasti Road, Suite 400
Ontario, CA 91761
Facsimile: (909) 989-5834
Telephone: (909) 989-8584
E-Mail: [email protected]

If to the Authority: Ontario Public Financing Authority Attn: Scott Ochoa
Executive Director
303 E. “B” Street
Ontario, CA 91762
Facsimile: (909) 395 2005
Telephone: (909) 395 2102
Email: [email protected]
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34 With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
2855 East Guasti Road, Suite 400
Ontario, CA 91761
Facsimile: (909) 989-5834
Telephone: (909) 989-8584
E-Mail: [email protected]
If to the Assignee: SC Ontario Development Company LLC
Attn: Bryan Goodman
1156 North Mountain Ave
Upland, CA 91785
Facsimile: (909) 946-7537
Telephone: (909) 946-7537
Email: [email protected]
With a copy to: Lewis Management Corp.

Attn: W. Bradford Francke
1156 North Mountain Ave
Upland, CA 91785
Facsimile: (909) 946-7538
Telephone: (909) 946-7538
Email: [email protected]

Section 10.02. Binding Effect . This Lease Agreement inures to the benefit of and is binding upon the Authority, the City and their respective successors and assigns.

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

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

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

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

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

Section 10.09. Third Party Beneficiary . The Assignee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary. [Signature page follows]

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S-1

IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:

Sheila Mautz, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:

Sheila Mautz, City Clerk

-Signature Page-
Lease Agreement

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A-1

EXHIBIT A

DESCRIPTION OF THE SITE

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B-1

EXHIBIT B

SCHEDULE OF LEASE PAYMENTS
[To Be Completed Prior to Closing]

1. The principal amount of Lease Payments to be made by the City hereunder is $______.

2. The principal and interest components of the Lease Payments are payable in the amounts and on the Lease Payment Dates as follows (assuming that No Event of Default or Event of Taxability has occurred and is continuing):

Lease
Payment Date
Principal
Component
Interest
Component
Total Lease
Payment
Annual
Debt Service

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C-2

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C-1

EXHIBIT C

MEMORANDUM OF LEASE AGREEMENT

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

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

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

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

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

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

Section 5. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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C-2

IN WITNESS WHEREOF, the Authority has caused this Memorandum of Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Memorandum of Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:

________, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:

_______________, City Clerk

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D-1

EXHIBIT D

CERTIFICATE OF ASSIGNEE
$21,829,500

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

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

2. The Assignee is entering into the Assignment Agreement for its own account. The Assignee is entering into the Assignment Agreement not in the capacity of an underwriter, nor with a view to the public distribution of payments received pursuant thereto.

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

4. By execution and delivery of this Certificate, the Assignee understands and agrees that it may assignor otherwise transfer the Lease Payments, only to (i) an affiliate of the Assignee or (ii) to purchasers which are “qualified institutional buyers” as defined in Rule 144Apromulgated under the Securities Act of 1933, as amended, and that is purchasing such Lease Payments for its own account, and which delivers to the City an executed Certificate substantially in the form of Exhibit D attached to the Lease Agreement.

5. The Assignee has made an independent investigation and evaluation of the financial condition and prospects of, and the risks associated with, the Lease Agreement and the City, or has caused such investigation and evaluation to be made by persons it deems competent to do so, and it has not relied upon the City or its employees or consultants for advice as to the merits and risks associated with the Lease Payments. The Assignee has not relied upon the City’s legal counsel, financial advisor, placement agent(s), or other consultants to the City for any information, representations or opinions, as of the date rendered or p rovided therein, in connection with the City’s obligations under the Lease Agreement , the City, the Site and Facility Lease, the Lease Agreement or the Lease Payments. The Assignee has sought such accounting, legal and tax advice 342
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D-2

as it has considered nece ssary to make an informed decision with respect to entering into the Assignment Agreement.

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

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

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

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

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

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

SC ONTARIO DEVELOPMENT COMPANY
LLC

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

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

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOC UMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECO RDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

SITE AND FACILITY LEASE
by and between

CITY OF ONTARIO
as Lessor
and

ONTARIO PUBLIC FINANCING AUTHORITY,
as Lessee
Dated as of ____________, 2025

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

WHEREAS, the City wishes to acquire certain real property from SC Ontario Development Company LLC (“SC Ontario”) consisting of approximately 11.55 net acres commonly described as APN#s: 0218-063-06 and 0218-063-07 and a portion of APN 0218 -073- 06, situated in the City of Ontario, San Bernardino County, State of California (“Park Area I”) , pursuant to a Purchase and Sale Agreement dated ____________, 2025 (the “Site PSA”), between the City and SC Ontario , with a portion of the purchase price therefor (in the amount of $21,829,500) to be repaid through the payment of Lease Payments (as hereinafter defined); and WHEREAS, pursuant to the Site PSA, SC Ontario has dedicated an additional 3.42 acres commonly described on the remaining portion of APN 0218 -073-06 and APN 02 18-063-06, situated in the City of Ontario, San Bernardino County, State of California (“Park Area II”); and WHEREAS, the City intends to use Park Area I and Park II for park and recreation facilities known as the Great Park; and
WHEREAS, the City and the Authority desire to finance the acquisition of Park Area I; and
WHEREAS, to finance the cost to acquire Park Area I, pursuant to this certain Site and Facility Lease, the City will lease Park Area I and Park Area II , more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “Site”), and the improvements thereon (the “Facility” and, with the Site, the “Property”), to the Authority; and WHEREAS, the Authority proposes to lease the Property back to the City pursuant t o a Lease Agreement dated as of ______________, 2025 (the “Lease Agreement”); and WHEREAS, the Site PSA requires the City to cause the portion of the purchase price of the Site that was not paid at the closing, in the amount of $21,829,500, to be paid through a lease- leaseback financing structure pursuant to which (i) the City and Authority enter into this Site and Facility Lease, (ii) the City and Authority would enter into the Lease Agreement (as defined below) pursuant to which the Property would be leased back to the City and the City agree to make lease payments to the Authority in [a principal amount] amount totaling [$21,829,500], and (iii) the Authority would enter into an Assignment Agreement with SC Ontario that, among other things, assigns the City’s lease payments to SC Ontario (the “Assignment Agreement”); and 345
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2 WHEREAS, the Site PSA, this Site and Facility Lease, the Lease Agreement and the Assignment Agreement make up an integrated transaction to enable the City to finance the acquisition of the Site; and
WHEREAS, in consideration of the right of possession of, and the continued quiet use and enjoyment of, the Property during each Rental Period under the Lease, the City agrees to make certain Lease Payments; and
WHEREAS, the City and the Authority agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of the Lease Agreement and this Site and Facility Lease and the bargain of both parties hereto; and
WHEREAS, the City possesses statutory authority to lease the Property and its governing body has duly authorized the execution and delivery of the Lease Agreement and this Site and Facility Lease; and
NOW THEREFORE , for and in consideration of the premises and covenants and conditions hereinafter contained, the parties agree as follows:

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

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

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

Section 4. Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged.

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

Section 6. City’s Interest in the Property. The City covenants that it is the owner in fee of the Property.
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3 Section 7. Assignments and Subleases . Unless the City shall be in default under the Lease Agreement, the Authority may not assign its rights under this Site and Facility Lease or sublet the Property, except as provided in the Lease Agreement. If the City is in default under the Lease Agreement, the Authority (including its successors and assigns under the Lease Agreement) may fully and freely assign and sublease the Property or any portion thereof, this Site and Facility Lease and the Lease Agreement. The City agrees that, except with respect to Permitted Encumbrances, it will not mortgage, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Site and Facility Lease.

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

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

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

Notwithstanding the foregoing, subject to the provisions of Section s 6.01 and 6.03 and the provisions of Article IX of the Lease Agreement, so long as the Lease Agreement remains in effect, the City will continue to pay the Lease Payments to the Assignee.

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

Section 11. Quiet Enjoyment. The Authority, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and en joy all of the Property subject to the provisions of the Lease Agreement. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

Section 12. Waiver of Personal Liability . All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every director, officer, employee and agent of the Authority of and from any personal or 347
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4 individual liability under this Site and Facility Lease. No director, officer, employee or agent of the Authority shall a t any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder.

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

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

Section 15. Use of the Property. The City and the Authority hereby agree that the lease to the Authority of the City’s right and interest in the Property pursuant to Section 2 serves the public purposes of the City as an element of the integrated transaction described in the Recitals hereto.

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

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

Section 18. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon the City and the Authority and their respective successors and assigns. The 348
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5 Assignee is hereby made a third-party beneficiary hereunder with all rights of a third party beneficiary.

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

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

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

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

Section 23. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument.
(Signature page follows)

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S-1

IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

ONTARIO PUBLIC FINANCING

AUTHORITY
By
Scott Ochoa, Executive Director
Attest:

____________, Secretary

CITY OF ONTARIO
By
Scott Ochoa, City Manager
Attest:

___________, City Clerk

-Signature Page-
Site and Facility Lease

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

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

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)

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A-1

EXHIBIT A

LEGAL DESCRIPTION OF THE SITE

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B-1

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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Kim A. Byrens, Esq.

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

ASSIGNMENT AGREEMENT
by and between the

ONTARIO PUBLIC FINANCING AUTHORITY,

as Assignor
and

SC ONTARIO DEVELOPMENT COMPANY LLC,
as Assignee
Dated as of _______________, 2025

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

WHEREAS, the Authority and the City of Ontario, a general law city organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), have executed and entered into a Lease Agreement (the “Lease Agreement”), dated as of _______________, a memorandum of which is recorded concurrently herewith, whereby the parties have leased certain property (the “Leased Property”), which is described more fully in Exhibit A attached hereto and by this reference incorporated herein; WHEREAS, under and pursuant to the Lease Agreement, the City is obligated to ma ke scheduled lease payments (the “Lease Payments”) to the Authority; WHEREAS, the Authority desires to assign to the Assignee without recourse all of its rights under and pursuant to the Lease Agreement;
WHEREAS, pursuant to a Purchase and Sale Agreement by and between the City and Assignee dated ____________ (the “Site PSA”) , the Assignee conveyed a portion of the Leased Property to the City with a portion of the purchase price therefor (in the amount of $21,829,500) to be repaid through the payment of Lease Payments pursuant to the Lease Agreement; WHEREAS, the Authority and the Assignee are entering into this Assignment Agreement as a part of an integrated financing transition of the City and Authority for the purpose of acquiring a portion of the Leased Property as described in the Site PSA; and WHEREAS, the Authority hereby certifies that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution of and ent ering into the Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;

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

MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR

OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
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2 SECTION 1. Assignment. The Authority, for the City’s acquisition of the Leased Property pursuant to the Site PSA and for other good and valuable consideration in hand received, does hereby sell, assign and transfer, without recourse, to the Assignee each and all of its r ights under the Lease Agreement, including, without limitation, its right to receive the Lease Payments from the City under the Lease Agreement and its right to exercise such rights and remedies conferred on the Authority under the Lease Agreement as may be necessary to enforce payment of the Lease Payments when due or othe rwise to protect its interests in the event of a default by the City, as well as all rights under the Site and Facility Lease (the “Assigned Property”). This assignment is absolute and irrevocable and is presently effective, and all Lease Payments shall be applied and the rights so assigned shall be exercised by the Assignee as provided in the Lease Agreement and Site and Facility Lease . Capitalized terms used but not defined herein have the meanings given to such terms in the Lease Agreement.

SECTION 2. Acceptance. The Assignee hereby accepts the foregoing assignment.

Payments of Lease Payments shall be made by the City directly to the Assignee as set forth in a notice of the Assignee to the City and the Authority.

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

SECTION 4. Representations of the Authority. The Authority represents and warrants to the Assignee that:
(A) Enforceability of Assignment Agreement . The Authority has the power, and legal right to execute, deliver and perform this Assignment Agreemen t and this Assignment Agreement is a valid, binding, and enforceable obligation of the Authority, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and by the application of equitable principles; and (B) Marketable Title. Good and marketable title to the Assigned Property has been duly vested in the Assignee free and clear of any liens, security interests, encumbrances or other claims other than the rights of the City under the Lease Agreement, and the Authority has not assigned or transferred any of the Assigned Property or any interest in the Assigned Property to any party other than the Assignee. (C) No Defaults. As of the date hereof, the Lease Agreement and the Site and Facility Lease are in full force and effect and the City is not in default of any of the terms set forth therein.
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3 (D) Incorporation By Reference. The Authority hereby makes to the Assignee the same representations and warranties as are set forth by it in the Lease Agreement, which representations and warranties are hereby incorporated herein by reference for the benefit of the Assignee with the same effect as if each and every such representation and warranty were set forth herein in its entirety and were made as of the date hereof.

SECTION 5. Covenants.
(A) Nonimpairment of Lease Agreement. The Authority agrees that it (1) shall not have any right to amend, modify, compromise, release, terminate or modify the terms of the Lease Agreement or the Site and Facility Lease witho ut the Assignee’s written consent, which consent may be withheld in the Assignee’s sole and absolute discretion, and (2) shall not take any action that may impair the payment of Lease Payments or the validity or enforceability of the Lease Agreement or the Site and Facility Lease. (B) Lease Payments. If the Authority receives any Lease Payments, then the Authority shall receive such payments in trust for the Assignee and shall immediately deliver the same to the Assignee in the form received, duly endorsed by the Authority for deposit by the Assignee.
(C) Further Assurances . The Authority shall execute and deliver to the Assignee such documents, in form and substance reasonably satisfactory to the Assignee, and the Authority shall take such other actions, as the Assignee may reasonably request from time to time to evidence, perfect, maintain, and enforce the Assignee’s rights in the Assigned Property and/or to enforce or exercise the Assignee’s rights or remedies under the Lease Agreement.

SECTION 6. Representations of Assignee. The Assignee represents that it is acquiring the interest in the Lease Agreement for its own account. The Assignee will deliver to the City a certificate substantially in the form attached as Exhibit D to the Lease Agreement upon the delivery of the Lease Agreement and the Assignment Agreement. In the event that the Assignee conveys or assigns its interest under the Lease Agreement, it shall cause the subsequent assignee to deliver a certificate in substantially said form to the City.

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

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

SECTION 9. Execution in Counterparts. The Assignment Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. (Signature page follows)
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S-1

IN WITNESS WHEREOF the parties hereto have executed and entered into the Assignment Agreement by their officers thereunto duly authorized as of the day and year first above written.

ONTARIO PUBLIC FINANCING AUTHORITY
By: ______________________________________
Scott Ochoa, Executive Director
Attest:
______________________________
Sheila Mautz, Secretary

SC ONTARIO DEVELOPMENT COMPANY
LLC

By: ______________________________________

-Signature Page-
Assignment Agreement

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A-1

EXHIBIT A

[Description of Leased Property]

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)

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

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)

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Ontario City CouncilSeptember 2, 2025

Ontario City Council
September 2, 2025