Agenda packet — Ontario City Council, March 3, 2026 (part 2 of 2)

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

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

ONTARIO SPORTS EMPIRE PROJECT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Amendment No. 4 to the Design Services Agreement with RJM Design Group Inc., of San Juan Capistrano, California, for on-call landscape architectural services for the Ontario Sports Empire Project in the amount of $619,546 for a total not-to-exceed contract amount of $3,647,250; and B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but not limited to, contracts, 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)
FISCAL IMPACT:

The recommended Amendment No. 4 to the Design Services Agreement with RJM Design Group Inc., is in the amount of $619,546 for a total not-to-exceed contract amount of $3,647,250. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects- Measure Q Fund for the Ontario Sports Empire Project.

BACKGROUND & ANALYSIS:

On May 20, 2025, the City Council approved Amendment No. 3 to the Design Services Agreement with RJM Design Group Inc., to provide design services for the Ontario Sports Empire.

The Ontario Sports Empire project includes a Professional Baseball Stadium, soccer ﬁelds, baseball tournament areas, softball tournament areas, football ﬁelds, and supporting retail facilities. The 196
Vineyard Parking Structure is a multi-level parking facility designed to accommodate the high volume of visitors and vehicles anticipated at the Ontario Sports Empire. During the design phase, several changes were added to the scope of work, including additional design services related to an LED wall incorporated into the Vineyard Parking Structure, a sculpture redesign, and revisions to the civil, electrical, and irrigation plans. Staﬀ recommends approving Amendment No. 4 to the Design Services Agreement with RJM Design Group Inc., to address the additional design changes including preparation of design documents, construction documents, and construction-phase services in support of completing the project.
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AME
NDMENT NO. 4 TO THE DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
RJM DESIGN GROUP, INC.

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 RJM Design Group, Inc. a corporation with its principal place of business at 31691 Camino Capistrano, San Juan Capistrano, CA 92676 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and col
lectively as “Parties.”

2. Reci
tals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “D&C24-010 On-Call Architectural Landscape” dated June 18, 2024 (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement for additional architectural services to the Ontario Sports Complex – additional design services to the parking structure LED wall, and sculpture, revised civil plans, redesign of electrical plans and revise of irrigation plans in the amount of $619,546. The Parties have h eretofore entered into that Amendment No. 1 dated September 17, 2024, Amendment No. 2 dated January 21, 2025, and Amendment No. 3 dated May 20, 2025.

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

3.37 of the Agreement.

3. Term
s.

3.1 Amendment. Section 3.1.1 and 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1.1 Sco
pe of Services. Consultant promises and agrees to furnish to City all labor, PAUL S. LEON
MAYOR
ALAN D.

WAPNER

MAYOR PRO TEM
JIM
W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
JA
MES R. MILHISER

CITY TREASURER
SC

OTT OCHOA

CITY MANAGER
198
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materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional architectural and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement (hereinafter referred to as "Services"). The Services are more particularly described throughout this Agreement, including Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Consultant shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld.”

"3.10.1 Consultant’s Compensation for Basic Services. City shall pay to Consultant, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Three Million Six Hundred Forty -Seven Thousand Two Hundred Fifty Dollars ($3,647,250) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit “ A” and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.”

Exhibit “ A” – Scope of Services is hereby amended to add Attachment A which is hereto and incorporated herein by reference. All other previously added or deleted scope of services are retained in their 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. 4 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.

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[S
IGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR AMENDMENT NO. 4 TO THE DESIGN SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND RJM DESIGN GROUP, INC.

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

CITY OF ONTARIO RJM DESIGN GROUP, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
[I
f 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
At
tested By:

City Clerk
201
Attachment A
202
25-105-Ontario Sports Complex-Additional services Page 2 of 3 203
25-105-Ontario Sports Complex-Additional services Page 3 of 3 204
Department: Public Works
Prepared By: Cynthia Heredia-Torres
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: 9
SUBJECT:

A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH OPTIMA RPM, INC.,

FOR THE ONTARIO WELLNESS CAMPUS PROJECT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Change Order No. 5 to the Construction Contract with Optima RPM, Inc., of Irvine, California, for additional scope and services for the Ontario Wellness Campus Project in the amount of $158,922 for a total not- to-exceed contract amount of $5,609,648; and
B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but 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)
FISCAL IMPACT:

The recommended Change Order No. 5 to the Construction Contract with Optima RPM, Inc. is in the amount of $158,922, for a total not-to-exceed contract amount of $5,609,648.

The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects – Measure Q Fund for additional scope and services for the Ontario Wellness Campus Project.

BACKGROUND & ANALYSIS:

On October 15, 2024, the City Council approved a Construction Contract with Optima RPM, Inc. for renovations to the Ontario Motor Inn to support oﬃces and emergency housing as part of the Wellness Campus Project. Since construction began, additional coordination with project stakeholders and utility providers has identiﬁed necessary scope items to fully support site operations, safety, and public use.

Change Order No. 5 incorporates additional work that was not included in the original contract but is necessary to complete the project as intended. The added scope includes the installation of a 205
temporary hot box to support food service operations; the purchase and installation of a battery- powered metal detector to meet operational and safety requirements; fabrication and installation of a new motorized gate to improve site access control and security; construction of a seating patio area to accommodate public use; and additional Southern California Edison (SCE) work required to comply with ﬁeld inspection requirements. Staﬀ recommends approving Change Order No. 5 to the Construction Contract with Optima RPM, Inc. to address operational needs identiﬁed during construction and to ensure the facility functions safely, securely, and eﬃciently upon completion of the project.
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CITY OF ONTARIO

CHANGE ORDER

Project: D&C24-011 Wellness Campus Access Center

Contract Date: 10/15/24

Change Order Number: 5

Change Order Date:

To: Optima RPM Inc – Mohamed Mamoun
17945 Sky Park Circle, Suite D
Irvine, CA 92614
(949) 724-1399

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

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

The Contract is changed as follows:

PCCO # Description Amount
PCCO #012 Temporary Hot Box $3,720.80
PCCO #017 Purchase & Install Battery Powered Metal Detector $27,392.17 PCCO #018 Fabricate & Install New Motorized Gate $59,169.18 PCCO #019 Provide & Prepare Seating Patio Area $32,315.71 PCCO #021 Additional SCE Scope per SCE Inspector $36,323.64 Total: $158,921.50

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

NOT VALID UNTIL SIGNED BY OWNER

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

The original Contract Price was $ 4,098,000 Net change by previously authorized Change Orders $ 1,352,726 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
207
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The Contract Price prior to this Change Order was $ 5,450,726 The Contract Price will be changed by this Change Order in the amount of $ 158,922 The new Contract Price including this Change Order will be $ 5,609,648

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

The Contract Time will be: increased
decreased unchanged by 60 Days
The Contract Time prior to this Change Order was 403 Days The new Contract Time including this Change Order will be 463 Days Attachments: PCCO #012, PCCO #017, PCCO #018, PCCO #019, AND PCCO #021.

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

Accepted:

(Signature) Mohamed Mamoun, President-Treasurer Date

Approved:

(Signature) Tito Haes, Executive Director Public Works Date

Approved:

(Signature) Scott Ochoa, City Manager Date

Pursuant to Section 1, Procedures, of the City of Ontario’s Purchasing Policies and Procedures Manual, “Construction change orders up to 75% of the City Council approved contingency amount shall be approved by the Agency Head. Change orders that exceed 75% of the approved contingency shall be signed by the City Manager.” If your Change Order is less than 75% of the City Council approved contingency amount, then indicate “N/A” on the line where the City Manager would sign and have your Agency Head sign only. 208
Department: Public Works
Prepared By: Adrian Escamilla
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 PROFESSIONAL SERVICES AGREEMENT WITH SWA GROUP, INC., FOR ARCHITECT AND DESIGN SERVICES FOR THE GRAND PARK

PROJECT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Amendment No. 4 to the Professional Services Agreement with SWA Group, Inc., of Laguna Beach, California, for additional architect and design services for the Grand Park Project in the amount of $102,000 for a total not-to- exceed contract amount of $6,702,996; 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, contracts 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)
FISCAL IMPACT:

The recommended Amendment No. 4 to the Professional Services Agreement with SWA Group, Inc., is in the amount of $102,000 for a total not-to-exceed contract amount of $6,702,996. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects - Ontario Ranch Park Facilities Fund and Park Impact Fund for the Grand Park Project.

BACKGROUND & ANALYSIS:

On December 21, 2021, the City Council approved the conceptual “Great Park” Master Plan and the preliminary park design for Phase 1. Phase 1 builds upon the framework established in the Conceptual Park Master Plan and is comprised of approximately 130 acres of land and occurs within the eastern portion of Ontario Ranch. This phase is bordered by Grand Park Street to the north, Eucalyptus Avenue to the south, Haven Avenue on the east, and Archibald Avenue on the west. This portion of the park contains meadows, trails, and a ﬁeld for recreational use that also serves as a stormwater capture system. Day one core park amenities 209
proposed in the center of this phase include a Market Alley where farmers’ markets, food trucks, and community events can be organized, a community barn and farm hub, a kids’ corral (a children’s playground), and a 5,000-capacity amphitheater along the central plaza.

On August 5, 2025, the City Council approved Amendment No. 3 to the Professional Services Agreement with SWA Group, Inc., for the design of Ontario’s Grand Park. During the design phase, additional engineering services were identiﬁed, including the design of all low-voltage security cameras, Wi-Fi, and information technology infrastructure needed for the entire Grand Park.

Amendment No. 4 to the Professional Services Agreement with SWA Group, Inc., will include plan check revisions updating utility plans to existing system layout, re-design an onsite domestic water main proﬁle, re-design an on-site ﬁre water connection, Southern California Edison (SCE) intersection re-design to capture the latest developer plans and update sewer and storm drain systems. Staﬀ recommends approving Amendment No. 4 to continue work on the design and preparation of construction documents for the Grand Park project.

Grand Park is anticipated to be operational by the summer of 2027. 210
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AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND SWA GROUP, INC.

1. P
arties and Date.

Th
is Amendment No. 4 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and SWA Group , Inc., a CORPORATION (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. R
ecitals.

2.1 Agreement. T he City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated May 21, 2024 (“Agreement”).

2.2 Amendment Purpose. T he City and Consultant desire to amend the A greement to revise the scope of services by adding s ecurity & informational technology design to the entire park for the design and construction documents to the D&C21-005 Grand Park Phase 1 Project increasing the agreement amount by $102,000. The Parties have heretofore entered into that Amendment No. 1 dated October 15, 2024, Amendment No. 2 dated May 20, 2025, and Amendment No. 3 dated August 5, 2025.

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

3.7.14 of the Agreement.

3. T
erms.

3.1 Amendment . Section 3. 1.1 and 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1.1 G
eneral Scope of Services. Consultant 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 professional Architecture, Landscape PAUL S. LEON
MAYOR
AL
AN D. WAPNER

MAYOR PRO TEM
JI
M W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
J
AMES R. MILHISER

CITY TREASURER
S

COTT OCHOA

CITY MANAGER
211
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Architecture, and Engineering consulting services necessary for the Project ("Services"). The services are more particularly described in Exhibit "A.” All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.”

“3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C .” The total compensation shall not exceed Six Million S even Hundred Two Thousand and Nine Hundred Ninety –Six Dollars ($6,702,996) without the 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.”

Scope of Services is hereby amended to add Attachment A which is hereto and incorporated herein by reference. All other previously added or deleted scope of services are retained in their entirety.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND SWA GROUP, INC.

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

CITY OF ONTARIO SWA GROUP, INC.

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

213
57 0 Glenneyre Street
Laguna Beach, California
92651-2453
+1.949.497.5471
www.swagroup.com
Sea
n O’Malley
Xiao Zheng
Dhaval Barbhaya
Stephen Rydzon
January 20, 2026
Ci
ty of Ontario
1333 S. Bone View Avenue
Ontario, CA 91764
Attn
: Dan Beers, Design & Construction Director
Re: Ontario Grand Park Project Phase 1 – Additional Services - Purchase Order No. PO-03528 Ontario, San Bernardino County, California (ONTT402)
Dear Dan:

This letter is in response to your request for SWA's team to provide additional engineering services for the above-referenced project. The scope of these services is as follows:

A. Prepare updated utility plans to existing system layout with changes to include:

1. Abandon reclaimed water main and profile on-site.

2. Abandon domestic water main and profile on-site.

3. Re-design on-site domestic water connection and routing.

4. Re-design on-site fire water connection and routing.

B. Join conditions as well as infrastructure updates along the eastern edge of the site requiring additional design review and updates to correlate the design including:

1. SEC intersection join re-design to capture latest developer plans.

2. Grand Park sewer, storm drain, and utility POC updates for northerly development joins.

3. Grand Park Street improvement joins and updates for northerly development joins.

4. Haven Avenue utility as-built updates; change from as built to full plan and profile.

C. Meetings & Coordination
For phased construction and design coordination between adjacent developers and utilities, and team.

D. Additional services 25% contingency fee for Owner Changes.

These services will be provided for the fixed sum of One Hundred and Two Thousand ($102,000) Dollars, under the terms and conditions of our PSA with you dated May 21, 2024.

We request the City issue and execute an ASA to commence work. If you have questions regarding the above, please contact Principal Steve Rydzon.

Sincerely yours,
SWA Group
Se
an O’Malley
Contracting Agent
Landscape Architect, CA License #3286
Landscape Architects are licensed by the State of California Attachment A
214
Department: Public Works
Prepared By: Adrian Escamilla
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: 11
SUBJECT:

AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH COMMUNITY WORKS DESIGN GROUP INC., FOR ON-CALL LANDSCAPE AND ARCHITECTURAL

SERVICES FOR THE ONTARIO TOWN SQUARE GREEN ROOM AND RESTROOM

IMPROVEMENTS PROJECT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Amendment No. 1 to the Design Services Agreement with Community Works Design Group, Inc., of Riverside, California, to provide on-call landscape architectural services for the Ontario Town Square Green Room and Restroom Improvements Project in the amount of $32,175 for a total not-to-exceed contract amount of $332,175; and
B
.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The recommended Amendment No. 1 to the Design Services Agreement with Community Works Design Group, Inc., is in the amount of $32,175 for a new total not-to-exceed contract amount of $332,175. If approved, additional appropriations in the Capital Projects - Measure Q Fund will be included in future quarterly budget updates to the City Council for the Ontario Town Square Green Room and Restroom Improvements Project as needed.

BACKGROUND & ANALYSIS:

On June 18, 2024, the City Council approved a Design Services Agreement with Community Works Design Group, Inc., for on-call landscape architectural services, for a total not-to-exceed contract amount of $300,000 over a three-year term. 215
Amendment No. 1 will provide additional design services, including schematic planning, preparation of construction plans and speciﬁcations, cost estimates, bidding support, and construction administration for the addition of a site-developed restroom building, a site- developed green room, and associated electrical improvements, including any site work required to rehabilitate areas aﬀected by the new construction. Staﬀ recommends approving Amendment No. 1 to ensure the timely completion of these improvements. 216
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AMENDMENT NO. 1 TO THE DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

COMMUNITY
WORKS DESIGN GROUP, INC.

1. P arties an d 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 Community Works Design Group, Inc., a CORPORATION (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recita
ls.

2.1 Agreement. The C ity and Consultant ha ve e ntered into an agreeme nt e ntitled “Design Services Agreement” dated June 18, 2024 (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire t o amend the A greement for the proposed Ontario Town Squar e Restr oom a nd Green R oom I mprovements project. Sc ope of work will include finalizing construction documents and plan check approval, including the redesign of the restroom and green room to be site built, additional site analysis, City department coordination, bidding support and construction administration. This will increase the contract to a new not-to-exceed contract amount of $332,175.

2.3 Amendment A uthority. This Amendme nt N o. 1 i s a uthorized pursua nt t o Section

3.37 of the Agreement.

3. Terms.

3.1 Am
endment. Section s 3.1.1 and 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1.1 Scop
e of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional landscape architectural and related services necessary for the full and adequate completion of PAUL S. LEON
MAYOR

ALAN WAPNE
R

MAYOR PRO TEM
JIM W.

BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK
JAME
S R. MILHISER

CITY TREASURER
SCOTT
OCHOA

CITY MANAGER
217
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the Project consistent with the provisions of this Agreement (hereinafter referred to as “Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A”. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Consultant shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld.”
“3.10.1 C
onsultant’s Compensation for Basic Services . City shall pay to Consultant, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Three Hundred Thirty-Two Thousand and One Hundred Seventy-Five Dollars ($332,175) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions on Exhibit “B .” The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.

Exhi
bit “A” – Scope of Services is hereby amended to add Attachment A which hereto and incorporated herein by reference. All other previously added or del eted scope of services are retained in its entirety.

3.2 C
ontinuing 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. 5.

3.3 A
dequate 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 S
everability. 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 I
ntegration. 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.
[S
IGNATURES ON FOLLOWING PAGE]
218
46700.00100\33287662.1

Page 3 of 3 ends

BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE DESIGN SERVICES

AGREEMENT BETWEEN

THE CITY OF ONTARIO

AND COMMUNIT
Y WORKS DESIGN GROUP, 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 COMMUNITY WORKS DESIGN GROUP INC.

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
At
tested By:

City Clerk
219
LANDSCAPE ARCHITECTURE & PLANNING | IRRIGATION DESIGN & AUDITING | CASp & ADA CONSULTING 7111 INDIANA AVENUE, SUITE 300 RIVERSIDE , CA 92504 (951)369-0700 WWW.CWDG.FUN Octob
er 6, 2025
Mr.

Tito Haes, Executive Director
CITY OF ONTARIO – PUBLIC WORKS AGENCY
1333 South Bon View Avenue
Ontario, CA 91761
Subject: Work Authorization for Professional Design Services for:

Ontario Town Square Restroom and Green Room Improvements Dear T
ito:

Com
munity Works Design Group has been working in coordination with City of Ontario staff on the Ontario Town Square Restroom and Green Room Improvements . The remaining scope of work for the Ontario Town Square Restroom and Green Room includes finalizing construction documents and plan check approval, including the redesign of the restroom and green room to be site built, additional site analysis, city department coordination, bidding support and construction administration. We understand these plans will need to be expedited and packaged for individual bidding with the restroom bidding in February 2026 and green room to be bid in FY 26/27.

This
work authorization covers all remaining fees required to complete the Ontario Town Square and Green Room Improvements. The members of the Design Team and I appreciate your consideration of our firm to continue our professional consulting services for this project.

Resp
ectfully submitted,
COMM

UNITY WORKS DESIGN GROUP
Scot
t Rice ASLA, PLA, LEED AP, CASp
President
Landscape Architect CA#5111
Certified Access Specialist CASp-709
[email protected]
Attachment A
220
ONTARIO TOWN SQUARE RESTROOM AND GREEN ROOM OCTOBER 6, 2025 Pa
ge 2
RE

MAINING SCOPE OF SERVICES & ADDITIONAL SCOPE REQUESTED BY CITY A. ONTARIO TOWN SQUARE RESTROOM AND GREEN ROOM IMPROVEMENTS The
remaining scope of services from the initial Design Services Agreement for On-Call Landscape Architect Services PW1819 -1 for the Ontario Town Square Restroom and Green Room Improvements includes finalizing the Construction Documents as well as addressing any plan check comments. The remaining scope of services also includes bidding and construction administration.

Ad
ditional Scope: At the request of the City, CWDG has also added Higginson Architects, Inc. to our team to include architectural design services for the restroom and green room designs.

Th
e Architectural scope of work will include the development of a site -built restroom building with additional storage space as well as the green room. Our team’s intention will be to utilize the existing footprints from our 90% submittal plan set where feasible. We understand the City has requested construction documents to be submitted to plan check in December 2025 with the intent to bid the restroom only by February 2026.

MAINING DELIVERABLES
• 90% & 100% Site Improvement Construction Documents/Specifications/Estimates • 50%, 90% & 100% Architectural Construction Documents/Specifications/Estimates • City Department Coordination meetings (2 meetings)
• Bidding
• Construction Administration
221
ONTARIO TOWN SQUARE RESTROOM AND GREEN ROOM OCTOBER 6, 2025 P
age 3

FEE PROPOSAL

1. Pr
ovisions of On-Call Landscape Architect Services PW 1819-1 shall take precedence for this proposal.

STATE OF CALIFORNIA REQUIRED STATEMENT:

Landscape Architects are Licensed by the Landscape Architects Technical Committee located at 2420 Del Paso Road, Suite 105, Sacramento, CA 95834.

Remaining Consultant Services Green
Room Fees
Restroom
Fees
TOTAL
FEES
Task 1. Site Analysis/Project Assessment COMPLETED $ 0.00 $ 0.00 $ 0.00 Task 2. Preliminary Design COMPLETED $ 0.00 $ 0.00 $ 0.00 Task 3. Design Development/Construction
Documents

CARRY OVER

LUMP SUM
$ 1,757.50 $ 2,150.00 $ 3,907.50
Task 4. Bidding Support Hourly/ NTE $ 1,523.00 $ 1,862.00 $ 3,385.00 Task 5. Construction Administration Hourly/ NTE $ 4,941.00 $ 6,039.00 $10,980.00 Reimbursables Allowance $ 1,125.00 $ 1,375.00 $ 2,500.00 TOTAL REMAINING CONTRACT FEES $9,346.50 $11,426.00 $20,772.50 Additional Consultant Services Green
Room Fees
Restroom
Fees
TOTAL
FEES
Task 1.A Add. Site Analysis/Project Meetings Hourly/NTE $ 960.00 $ 1,920.00 $ 2,880.00 Task 3.A Add. CWDG DD/ CDs
Add. HAI DD/CDs
Add. DWE DD/CDs
LUMP SUM $ 3,920.00
$14,525.00
$ 1,380.00
$ 5,880.00
$27,050.00
$ 2,860.00
$ 9,800.00
$41,575.00
$ 4,240.00
Task 4.A Add. Bidding Support Hourly/ NTE $ 2,385.00 $ 3,850.00 $ 6,235.00 Task 5.A Add. Construction Administration Hourly/ NTE $ 3,500.00 $ 4,800.00 $ 8,300.00 Reimbursables Allowance $ 750.00 $ 1,000.00 $ 1,750.00 TOTAL ADDITIONAL FEES $27,420.00 $47,360.00 $74,780.00

GRAND TOTAL ALL FEES TO
FINALIZE PLANS Hourly/NTE $36,766.50 $58,786.00 $95,552.50 222
Department: Police Department
Prepared By: Mary Salem
Department:

Prepared By: Mary Salem
Staff Member Presenting: Rudy Lopez, Chief of
Police
Reviewed By: Lizceth Zazueta
Approved By:

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

SOLE SOURCE PURCHASE OF POLICE DEPARTMENT FRONTLINE EQUIPMENT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute all documents necessary for a sole source purchase of training and duty equipment for frontline personnel in the amount of $265,015 from San Diego Police Equipment Co., Inc., of San Diego, California.

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 Adopted Budget includes appropriations in General Fund for the purchase of required frontline equipment in the amount of $265,015.

BACKGROUND & ANALYSIS:

The sole source procurement includes the replacement of ﬁrearms ammunition inventory which will continue to maintain compliance with Department policy, the California Commission on Peace Oﬃcers Standards and Training (P.O.S.T), and establish best practices. San Diego Police Equipment, Co., Inc. is the only factory-authorized law enforcement distributor for the Federal firearm ammunition required by the Department.

Ontario Municipal Code Section 2-6.23(b) and 2-6.23(c) authorizes the Purchasing Oﬃcer to make sole purchases whenever (1) the goods can be obtained from only one source, and/or (2) a breakdown in machinery, equipment or an essential service which requires an immediate purchase of supplies and equipment to protect public health, safety and welfare generates circumstances that a competitive process would be unavailing or would not produce an advantage, and the advertisement for competitive bid would thus be undesirable, impractical, or impossible. Here, San Diego Police Equipment Co., Inc. is the only factory-authorized law enforcement distributor for the Federal ﬁrearm ammunition required by the Department, and timely replacement of ammunition inventory is necessary to maintain compliance, training readiness, and operational readiness for frontline personnel. Accordingly, the requested sole- source purchase is consistent with Ontario Municipal Code Section 2-6.23(b) and 2-6.23 (c). 223
TO: SHIP TO:

AGENCY: ATTN:

PHONE:

FAX: PO / REF#:

EMAIL: AUTH BY:

QTY UNIT EXT. PRICE
300 CS/1000 FEDERAL 9MM 147GR FMJ $65,655.00
50 CS/1000 FEDERAL HST 9MM 147GR JHP $18,257.00
700 CS/500 FEDERAL .223 55GR FMJ-BT $147,553.00
5 CS/1000 FEDERAL 38SPL 130GR FMJ $2,047.50
2 CS/1000 SPEER GOLD DOT 38SPL 135GR GDHP/SB +P $894.24 24 CS/250 FEDERAL TACTICAL 12GA 00BUCK 9PLT, RED. RE COIL $5,028.96 20 CS/250 FEDERAL TACTICAL 12GA 1oz HP SLUG, RED. REC OIL $4,256.20

NOTES: $243,691.90
TAX% 0.08750 $21,323.04
$0.00
$265,014.94

ONTARIO PD
909-408-1781

PRODUCT CODE

ALL ORDERS MUST BE SUBMITTED IN WRITING

FOR DEPARTMENT PURCHASE ONLY
FED-LE127RS

DESCRIPTION
E-mail: [email protected]
SUBTOTAL:

FREIGHT:

TOTAL:

Sales tax will be charged at the rate for the delivery address.

Phone: (858)974-8500 Toll Free: (800)367-8989 Fax : (858)974-8530 San Diego Police Equipment Co. Inc., 8205-A Ronson Road, San Diego CA 92111 $212.81
$409.50

TO PROCEED WITH ORDER AS QUOTED, PLEASE PROVIDE SHI PPING INFORMATION AND SIGN FORM $210.79 FED-AE223
FED-AE38K
CCI-53921
FED-LE13200

UNIT PRICE
$447.12
$209.54
01/05/26
02/05/26
QUOTED BY: RYAN
DATE:

EXPIRES:

TERMS: NET 30
FED-P9HST2
$218.85
$365.14
FED-AE9FP
QUOTE
[email protected]

SGT JUSTIN MARSZALEK
No freight charge
224
Department: Human Resources
Prepared By: Amanda Elias
Department:

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:

A MASTER SUBSCRIPTION AGREEMENT FOR EMPLOYEE INTRANET SERVICES

RELATED TO COMMUNICATION AND EMPLOYEE ENGAGEMENT

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute a Master Subscription Agreement with Workvivo Ltd. of City Quarter, Lapps Quay, Cork, Ireland, for employee intranet services for a total not-to-exceed amount of $502,810.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The Fiscal Year 2025-26 Adopted Budget includes appropriations in the General Fund for the annual subscription and maintenance of the City’s current employee intranet services.

The cost for employee intranet services would be $502,810 for a ﬁve-year Agreement, with a maximum annual increase of 5%.

BACKGROUND & ANALYSIS:

The City has utilized Workvivo as its employee digital workplace platform since 2022. The system functions as the City's intranet and internal communications hub, centralizing employee-related announcements, events, documents, forms, policies, organizational updates, and departmental resources. Workvivo replaced the City's previous code-based intranet system, which limited content management and user accessibility.

The platform provides employees with secure access to information from any electronic device, including mobile phones and tablets, supporting consistent communication across departments and locations. Workvivo also integrates with key organizational systems, streamlining access to commonly used applications and enhancing operational efficiency.

City Staﬀ recommends approval of the Agreement pursuant to the City's sole-source procurement provision. Workvivo is fully integrated into the City's communication infrastructure and is widely adopted across the organization. Transitioning to an alternative platform would have a signiﬁcant operational impact, loss of conﬁguration and historical data, and the cost of transitioning to a diﬀerent system. Continued use of Workvivo ensures uninterrupted access to critical internal communications and maintains system stability.
225
Renewal Order Form

Customer Name City of Ontario
City Hall 303 East “B” Street Ontario, CA 91764
Effective Date March 6, 2026
Order Term Five (5) years from the Effective Date (“Initial Term”). During the Initial Term, the Annual Subscription Fee shall increase by 5% year on year.

Customer may elect to renew for further five (5) year periods at an annual increase of 5% year on year, by providing at least ninety (90) days written notice prior to the expiry of the then current term.

1. Software Subscription

Workvivo Service Number of Persons Price per person per month Annual Subscription Workvivo Desktop &
Mobile Software
Up to 1500 $4.41 $79,380
Workvivo Desktop &
Mobile Software
Up to 440 $2.20 $11,616
TOTALS $90,996

2. Service Level Inclusions

Storage Allocation Unlimited - fair usage applies
Livestream Use Zero cost - fair usage applies
Authorised Support Users 5 Authorised Support Users are permitted. Workvivo requires a list of names and email address of each Authorised Support User.

3. Payment Terms

Annual in Advance Net 30. All Fees are in USD ($) and exclusive of VAT. This Order Form is subject to the terms outlined in the Master Subscription Agreement available at https://www.workvivo.com/terms/unless noted below.

4. Notes

Notwithstanding anything to the contrary, the following provisions shall be modified as follows.

Clause 11.1 shall be replaced with the following:

11.1 Limitation of Liability. Except for (1) liability resulting from fraud, gross negligence, or willful misconduct, (2) Workvivo's indemnification obligations as to third party claims under Section 7.1 (Indemnity), 3) Customer’s indemnification obligations under Section 10 (Customer Indemnities), (4) Customer’s violation of Section 4.3 (License Restrictions), and (5) th e parties violations of their confidentiality obligations of Section 8 (Confidentiality) which shall be subject to the following sentence, neither party' s aggregate liability for any damages arising out of or related to this Agreement will exceed the annual subscription fees paid by customer hereunder in relation in the twelve (12) months preceding the incident (or for a claim arising before the first twelve (12) month period has concluded, the amount that is to be paid for the first twelve (12 month) period).

In no event shall either parties aggregate liability for damages arising from the parties violation of their confidentiality obligations of Section 8 (Confidentiality) exceed three (3) times the annual subscription fees paid by customer hereunder in the twelve (12) months preceding the incident (or for a claim arising before the first twelve (12) month period has concluded, three (3) time the amount that is to be paid for the first twelve (12 month) period).The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit customer's payment obligations.

226

13.8 Governing Law shall be replaced with the following:

This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of the State of California.

13.9 Jurisdiction shall be replaced with the following:

Each party irrevocably agrees that the courts of state and federal courts located in the State of California, shall have exclusive jurisdiction to settle any dispute or claim (including non- contractual disputes or claims) arising out of or in connection wi th this agreement or its subject matter or formation

Support

1. Incident Logging
Customer' s Authorised Support Users may submit Incidents to the Help Desk 24x7x365, and response times shall be during normal working hours ( 09:00 —17: 30 GMT).

7. Release Management
Workvivo undertakes to update the software from time to time (Friday 22:00 to Saturday 01:00 PST).

Public Records Requests
Workvivo will provide reasonable assistance to Customer in responding to California Public Records Act requests. Workvivo will provide exports of Customer Data, logs, and metadata in commonly used formats within ten business days of Customer’s request, at no additional cost up to twenty hours per calendar year.

Insurance.

Workvivo shall, at all times during the Term of the Agreement, maintain, at its own cost, the following insurance coverages with carriers who have an AM Best rating of A-/VII or above:
(i) Workers' Compensation for its own employees that meets the statutory limits of the states in which Workvivo operates and all federal statutes and regulations;
(ii) Comprehensive General Liability with coverage of $1,000,000 per occurrence/$2,000,000 annual aggregate; (iii) Errors and Omissions/Cyber Liability with coverage of $10,000,000 in the aggregate for the policy period; (iv) Automobile Liability, if an automobile is used in connection with the provision of Services to Customer under this Agreement, with coverage of $1,000,000 per occurrence;
(v) Crime and Fidelity Insurance with coverage of $1,000,000 per occurrence; (vi) Employer’s Liability insurance with coverage of $1,000,000 per accident, per disease for each employee and per disease policy limit;
(vii) Umbrella Liability Insurance with coverage of $10 million in the aggregate.

Upon request by Customer, Workvivo shall provide, a current certificate evidencing the insurance required to be maintained by this Agreement is in full force and effect.

SIGNED for and on behalf of SIGNED for and on behalf of

WORKVIVO LIMITED CITY OF ONTARIO

Name: Name:

Position: Position:

Signature: Signature:

Date: Date:
227

MASTER SUBSCRIPTION AGREEMENT
This Agreement, effective as of the last date of signature of an Order Form (" Effective Date"), is by and between 1) Workvivo Limited a company incorporated in the
Republic of Ireland with registered number 603890,
having its registered office at Exham House, The
Fingerpost, Douglas, Co. Cork, Ireland, and trading as
Workvivo"); and ( 2) the other signatory to the Order
Form (" the Customer").

Whereas Workvivo is to provide a subscription Service,
the Customer wishes to subscribe to the Service, and the business relationship and responsibilities of the parties related to said Service are outlined in this Agreement.

Workvivo shall make the Service available to the
Customer during the Term via the Internet on the terms
and subject to the conditions set out in this Agreement and in accordance with the Documentation and Support
Policy. The parties hereby agree as follows:

1. Customer Obligations. The Service is provided solely for the Customer' s, and its Affiliates', internal business purposes. The Customer may only permit Authorised
Users access to the Service and is wholly responsible for all Authorised Users' use of the Service and compliance with this Agreement. The Customer shall: ( i) be
responsible for the accuracy, quality, and legality of all Customer Data; ( ii) not attempt, at any time, to
circumvent system security or access the Source Code or compiled code of the Software; ( iii) use the Service in accordance with all applicable laws; ( iv) not interfere with the Service; ( v) ensure that Customer Data does not
include any information or material, any part of which, or the accessing of which or use of which would be a
criminal offence or otherwise unlawful; ( vi) assign
Authorised Support Users, the maximum of which is
outlined in the Order Form; ( vii) be liable for any acts and omissions of all Authorised Users, Authorised Support
Users and Affiliates relating to this Agreement.

2. Fees.

2.1 Fees. The Customer will pay the fees for the Service and the Professional Services in accordance with the
relevant Order Form. In relation to Service fees, except as otherwise specified in the Order Form, ( i) fees are based on Service purchased and not actual usage, su bject to the provisions of Clause 2. 6, ( ii) payment obligations are non - cancellable and fees paid are non- refundable, and ( iii) quantities purchased cannot be decreased during the
Term.

2. 2 Invoicing & Payment. The Customer shall provide
Workvivo with a valid purchase order and will make
payment of each invoice within thirty ( 30) days of receipt of the invoice. Except as otherwise stated in the Order Form, all fees are quoted and payable in the currency set out in the Order Form. The Customer shall provide
complete and accurate billing and contact information in order to facilitate receipt of invoices.

2.3 Overdue Payments. Any payment not received from
the Customerby the due date (except for fees being
disputedreasonablyandingoodfaith) may (a) accruelate
payment interest at the rate of 1. 5% per annum above
the base rate of the Central Bank of Ireland of the
outstandingbalance, which shallaccrueon a dailybasis
from the due date until actual payment of the overdue
amount. or the maximum rate permitted by law,
whichever is lower, and/ or ( b) enforce future
subscription renewals and Order Forms on payment
terms shorter than those specified in this Agreement.

2.4 Service Suspension. If the Customer' s account is more than thirty ( 30) days overdue (except for fees being
disputedreasonablyandin goodfaith), inadditionto any
other rights or remedies it may have under this
Agreement or by law, Workvivo reserves the right to
suspend the Service upon thirty ( 30) days written notice, until such amounts are paid in full.

2.5 Taxes. Feesdo not include any taxes, levies, duties or similar governmental assessments of any nature,
including, for example, value-added, sales, use or
withholding taxes, assessable by any jurisdiction
whatsoever ( collectively, " Taxes"). The Customer is
responsible for paying all Taxes associated with their
purchase. If Workvivo have the legal obligation to pay or collect Taxes for which Customer is responsible underthis Agreement, Workvivo will invoice the Customer and the
Customer will pay that amount unless the Customer
provides a valid tax exemption certificate authorised by the appropriate taxing authority.

2.6 Person Count Verification. From time to time,
Workvivo may validate the number of Person records on
its servers. As part of this validation Workvivo may
request the Customer to confirm and report on the total number of Persons. If the number of Person records
exceeds the number of permitted Persons or other metric designated on the relevant Order Form, Workvivo shall
be entitled to invoice Customer immediately for the
additional Persons based on Workvivo' s then current
subscription pricelist.

3. Service Usage.

3.1 Service Provision. Workvivo shall during the term of this Agreement: ( i) supply the Service on the terms and subject to the conditions set out in this Agreement and appended Schedules, and in accordance with the
Documentation, the Support Policy and the Professional
Services as set forth in the relevant Order Form and
Statement of Work ( where applicable); ( ii) hold and
processall Personal Data handled by it in connection with the provision of the Services under this Agreement in
accordance with all Applicable Laws; ( iii) provide the Customer with service credits as outlined in the Support Policy; ( iv) only utilise Customer Data to provide the Service in accordance with the Documentation and the
Support Policy, or on the Customer' s instruction; and ( v) 228
not disclose Customer Data to anyone other than
Authorised Users.

4. Proprietary Rights and Licenses.

4. 1 Ownership and Reservation of Rights to Intellectual Property. Workvivo and its licensors own all right, title and interest in and to the Service, Documentation, and
other Workvivo Intellectual Property Rights, including
but not limited to) in any software, applications,
inventions or other technology developed in connection
with the Professional Services or support provided by
Workvivo. Subject to the limited rights expressly granted to the Customer hereunder, all rights, title and interest in and to the Service, and Documentation, including all
related Intellectual Property Rights remain the property of Workvivo. No rights are granted to the Customer
hereunder other than as expressly set forth herein and
proprietary information exchanges under this Agreement
shall be treated as such by the Customer.

4. 2 License. Workvivo hereby grants and the Customer
accepts a non - transferable, non- exclusive, right to use the Service and Documentation, solely for the internal
business purposes of Customer and its Affiliates and
solely during the Term, in accordance with the terms and conditions of this Agreement and any relevant Order
Forms.

4. 3 License Restrictions. The Customer shall not ( i)
decompile, disassemble, decode, modify, translate or
otherwise reverse engineer any portion of the Service or Documentation provided under this Agreement; ( ii)
license, sublicense, sell, resell, rent, lease, transfer, transmit, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation
available to any third party, other than to Authorised
Users as permitted herein; ( iii) access the Service or Documentation in order to build any commercially
available product or service; (iv) remove, delete or modify any copyright notices or any other propriety notices or legends on, in orfrom the Service and Documentation; ( v) use the Service in any manner that could damage,
disable, overburden or impair Workvivo' s Service, servers or other services; ( vi) reproduce any features, functions, integrations, interfaces or graphics of the Service or
Documentation except for internal training purposes; or vii) use the Servicesand Documentation in any manner
not authorised by this Agreement.

4. 4 Customer Data. Customer owns its Customer Data.

4. 5 Statistical Data Use. Workvivo does not claim
ownership of the Customer Data or personally
identifiable data provided during the operation of the
Service. Workvivo may however utilize anonymous usage
statistics and performance metrics to improve and
administer the Service, for Workvivo' s internal use and other lawful purposes. Such data may include, without
limitation, the number of records held in the Service,
the number and types of transactions, configurations,
reports processed in the Service and the performance
results for the Service . Nothing herein shall be
interpreted as prohibiting Workvivo from utilising the
aggregatedstatistics for the purposes of operating
Workvivo' s business, provided that Workvivo' s use of
aggregated statistics will not reveal the identity,
whether directly or indirectly, of Customer, any
individual or any specific data entered by Customer or
any individual into the Service.

S. Data Protection.

5. 1 General Principles In order for Workvivo to provide the Services, Workvivo will need to have access to the
Personal Data. Workvivo agrees to comply with the Data
Protection Legislation. The parties agree that in respect of the Personal Data, the Customer is the data controller and Workvivo is the data processor.

5. 2 Workvivo undertakes that it shall:
i. only process the Personal Data as necessary to
provide the Services and in accordance with the
Customer' s reasonable documented
instructions from time to time;
ii. keep the Personal Data confidential and take all
appropriate technical and organisational
measures to ensure a level of security for the
Personal Data which is appropriate to the risks
to individuals that may result from the
accidental or unlawful destruction, loss,
alteration, unauthorised disclosure of, or
access to the Personal Data.
iii. if it receives any request from any data subject
made under the Data Protection Legislation
relating to the Personal Data, Workvivo will
provide a copy of that request to the Customer
within five (5) working daysand shall provide all
reasonably necessary assistance to the
Customer to enable it to deal with the request
in accordance with Data Protection Legislation.

Workvivo will also provide all reasonably
necessary assistance to the Customer to enable
it to dealwith any communicationsfrom any
Supervisory Authority relating to the Personal
Data within any time frame specified by the
Supervisory Authority;
iv. provide all reasonably necessary assistance to
enable the Customer to comply with its
obligations under Articles 32 — 36 ( inclusive) of
the GDPR;
v. not transfer any Personal Data , outside the EEA
without the Customer' s prior written consent
vi. keep records of all processing of Personal Data
which it carries out as the Customer' s data
processor, required under Article30 of the
GDPR, for as long as is necessary for the
provision of the Services or as required by
applicable law, and provide the Customer with
a copy of those records on reasonable request;
229
vii. where required by Data Protection Legislation,
designate a data protection officer and
promptly provide their contact details to the
Customer;
viii. retain Personal Data only for as long as is
necessaryfor the provision of the Servicesor as
required by applicable law;
ix.

X.
xi.

AV
xv
not disclose the Personal Data to third parties
except to subcontractors and employees as
permitted by this Agreement) or except as
instructed by the Customer from time to time;
ensure that access to the Personal Data is limited
to those of its employees who need access to
the Personal Data for the provision of the
Services and, in the case of any access by any
employee, such part or parts of the Personal
Data as is strictly necessary for performance of
that employee' s duties;
ensure that all employees that may have access
to the Personal Data are informed of the
confidential nature of the Personal Data and
have committed themselves to keeping it
confidential by signing binding confidential
undertakings in relation to the Personal Data,
have undertaken training in the Data
Protection Legislation, and are aware of
Workvivo' s duties and their personal duties and
obligations under the Data Protection
Legislation and this Agreement;
take reasonable steps to ensure the reliability of
any of Workvivo' s employees who have access
to the Personal Data;
allow the Customer, on giving at least seven ( 7)
days' notice to Workvivo, to inspect or appoint
representatives to inspect all facilities,
equipment, documents and electronic data
which contain or which are used to process
Personal Data by Workvivo. Workvivo will
contribute to such audits;
promptly remedy, at its own cost, any non-
compliance with this Agreement or risks or
threats reasonably identified by the Customer
during such audits or inspection;
notify the Customer within 24 hours of becoming
aware of any actual or suspected personal data
breach in respect of the Customer' s Personal
Data, and provide all necessary cooperation
and assistance to enable the Customer to
investigate the personal data breach, comply
with all reporting and notification obligations,
and take all necessary and appropriate
corrective action to remedy the personal data
breach, prevent a recurrence of such a breach,
and avoid and/ or prevent any further loss or
damage arising from the personal data breach.

5. 3 Customer Obligations. The Customer ( i) shall ensure that it is entitled to transfer the Personal Data to
Workvivo so that Workvivo may lawfully process the
Personal Data in accordance with this Agreement on the
Customer's behalf; and (ii) is responsible for the handling and administration related to any data subject requests in respect of the Personal Data.

6. Representations, Warranties, Exclusive Remedies
and Disclaimers.

6.1 Representations. Each party represents that it has
validly entered into this Agreement.

6. 2 Warranties. Each party warrants that it has the
authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply
with all laws applicable to it related to data privacy, international communications and the transmission of
technical or Personal Data. Workvivo extends warranty
that the Service during the Term ( i) shall perform
materially in accordance with the Documentation; ( ii) the functionality of the Service will not be materially
decreased during the Term and ( iii) the Service and
Professional Services will be delivered with reasonable skill, care and diligence and in line with good industry practice.

6. 3 Warranty Remedies. As the Customer' s exclusive
remedy and Workvivo' s sole liability for material breach of the warranty set forth in Clause 6.2 ( i) and ( ii), ( a) Workvivo shall at its own costs, promptly remedy such
defects taking all such reasonable remedial action as is reasonably necessary, or ( b) in the event Workvivo is
unable to correct such defects after commercially
reasonable endeavours, the Customer shall be entitled to obtain a refund of all prepaid fees relating to the specific non -conforming Component of the Service from the date
Workvivo received such notice. The Customer must
promptly notify Workvivo in writing of such deficiencies no later than thirty ( 30) days of the first date the
deficiency is identified by the Customer.

6. 4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED

HEREIN AND TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, THE SERVICE AND THE
PROFESSIONAL SERVICES ARE PROVIDED " AS IS" AND

WORKVIVO MAKES NO WARRANTIES OF ANY KIND,

WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES, INCLUDING ANY WARRANTIES OF

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR

PURPOSE WITH RESPECT TO THE SERVICE, THE

SOFTWARE, THE PROFESSIONAL SERVICES AND/ OR
RELATED DOCUMENTATION. WORKVIVO DOES NOT

WARRANT THAT THE SERVICE WILL BE ERROR FREE OR
UNINTERRUPTED. THE WARRANTIES PROVIDED

HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES

PROVIDED TO CUSTOMER IN CONNECTION WITH THE

PROVISION OF THE SERVICE AND THE PROFESSIONAL
SERVICES.

7. Intellectual Property.
230

7.1. Workvivo Indemnity. Workvivo shall indemnify and
hold the Customer harmless from and against any claim,
demand, suit or proceeding made or brought against the
Customer arising out of or in connection with a third - party claim (" Claim") alleging that the Service in
accordance with this Agreement infringes a third - party ( i) copyright ( ii) U. S. or EU patent issued as of the Effective Date, or ( iii) trademark; provided the Customer ( a)
promptly give written notice of the Claim to Workvivo, ( b) give Workvivo sole control of the defence and settlement of the Claim ( provided that Workvivo may not settle any Claim unless such settlement releases the Customer of all liability), and ( c) provide to Workvivo all available
information and assistance; and ( d) have not
compromised or settled such Claim. Workvivo shall have
no indemnification obligation for any Claim arising from the event of: ( i) modification of the Service by Customer, or Authorised Users in conflict with Customer' s
obligations or as a result of any prohibited activity as set forth herein; ( ii) use of the Service in a manner
inconsistent with the Documentation; ( iii) use of the
Service in combination with any other product or service not provided by Workvivo; or ( iv) use of the Service
in a manner not otherwise contemplated by this
Agreement.

7. 2 Remedies. Notwithstanding the foregoing, in the
event the Service, in Workvivo' s opinion, is likely to or does become the subject of a claim of infringement,
Workvivo shall have the right at its sole option and
expense to: ( i) modify the Service to be non -infringing while preserving substantially equivalent functionality ( ii) obtain a license for the Customer to continue use of the Service in accordance with this Agreement; or ( iii)
terminate this Agreement and refund to the Customer a
pro rata portion of the prepaid fees paid to Workvivo
hereunder for that portion of the Term which is beyond
the termination date. This Clause states Workvivo' s sole obligation and the Customer' s exclusive remedy with
respect to an infringement claim.

8. Confidentiality.

8. 1 Customer Confidential Information. In relation to the Customer' s Confidential Information Workvivo shall, ( i) treat as confidential all Confidential Information of the Customer supplied under this Agreement; ( ii) not divulge any such Confidential Information to any person except
to its own employees or agreed agents; and ( iii) ensure that its employees are aware of, and comply with, the
provisions of this Clause.

8. 2 Workvivo Confidential Information. In relation to
Workvivo' s Confidential Information Customer shall, ( i) treat as confidential all Confidential Information of
Workvivo contained or embodied in the Service and
Documentation, or otherwise supplied to the Customer;
ii) not divulge any part of Workvivo' s Confidential
Information to any person other than Authorised Users;
and ( iii) ensure that the Authorised Users are aware of, and comply with, the provisions of this Clause.

8. 3 Compelled Disclosure. The obligations of
confidentiality imposed in Clauses 8. 1 and 8. 2 do not applyto any Confidential Information which the receiving party is required to disclose by law or by any government or other regulatory authority or by an order of a court of competent jurisdiction.

8.4 Protection. Each party shall effect and maintain
adequate security measures to safeguard the
Confidential Information of the other from access or use by any unauthorised person.

8. 5 Exclusions. Confidential Information shall not
include any information that the receiving party can
demonstrate: ( i) is in the public domain at the time it was disclosed (without the recipient beingin breachof any
obligation of confidentiality); ( ii) is given to the recipient by a third party in circumstances where the receiving
party has no reason to believe that there has been a
breach of an obligation of confidentiality owed to the
disclosing party; ( iii) was already known ( or had been independently generated) by the recipient prior to its
receipt or disclosure; or ( iv) is approved for release in writing by an authorised representative of the disclosing party.

8. 6 Breach. Each party shall promptly notify the other on becoming aware of each breach of this Clause and shall
give the other all reasonable assistance in remedying the breach or in connection with any proceedings instituted against any third party.

9. ISO. Workvivo undertakes that the Service is currently hosted in an ISO 20000 / ISO 27001 certified data centre currently operated by AWS, Amazon Web Services in,
Dublin, Ireland.

10. Indemnities.

10.1 Workvivo Indemnities. Workvivo shall indemnify
and keep indemnified Customer its subsidiaries,
Affiliates, officers, directors, employees, attorneys and agents against:
i) a claim ( and associated direct losses) which arises from or is incurred by reason of any loss, damage
or distress to the claimant as a result of the loss,
destruction, unauthorised disclosure of, or
unauthorised access to Personal Data due to a
failure by Workvivo to comply with its obligations
under Clause 5 ( Data Protection) and Clause 8
Confidentiality); and
ii) Any fine (and associated direct losses) arising as a direct result from a breach of Workvivo' s
obligations by its employees, agents and/ or sub-
contractors under Clause 5 ( Data Protection)
including observation of its obligations under the
Data Protection Legislation and applicable laws
regarding data privacy.

10. 2 Customer Indemnities. The Customer shall
indemnify and keep Workvivo, its licensors and its
subsidiaries, affiliates, officers, directors, employees, attorneys and agents indemnified from and against any
and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or 231
in connection with the claim of a third party or data
subject alleging that the Customer Data or its use has
infringed the rights of, defamed or otherwise caused
harm to, a data subject or third party, or violated
applicable law; provided in any such case that Workvivo a) gives written notice of the claim promptly to the
Customer; ( b) gives the Customer sole control of the
defence and settlement of the Claim ( provided that the Customer may not settle any Claim unless such
settlement releases Workvivo of all liability and such
settlement does not affect Workvivo' s business or
Service); ( c) provides to the Customer all available
information and assistance; and ( d) has not compromised or settled such Claim.

11. Limitation of Liability.

11. 1 Limitation of Liability. Neither party' s aggregate liability arising out of or related to this agreement will exceed the subscription fees annually paid by customer
hereunder in relation to the service during the twelve
12) months preceding the incident ( or for a claim arising before the first twelve ( 12) month period has concluded, the amount that is to be paid for the first twelve ( 12) month period). The above limitations will apply whether an action is in contract or tort and regardless of the
theory of liability. However, the above limitations will not limit customer' s payment obligations.

11. 2 Exclusion of Damages. IN NO EVENT WILL EITHER

PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR

ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE

DAMAGES, COST OR PROCUREMENT OF SUBSTITUTE

SERVICE, WHETHER AN ACTION IS IN CONTRACTOR TORT

AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF

A PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING DISCLAIMER WILL NOT
APPLY TO THE EXTENT PROHIBITED BY LAW.

12. Term & Termination.

12. 1 Term of Agreement. This Agreement commences on
the Effective Date and continues until the term outlined in the Order Form( s) has: ( i) expired; ( ii) been terminated in accordance with the terms of this Agreement; or ( iii) been extended pursuant to the joint agreement of the
parties. The Service commences on the date, and is for
the period, set out in the applicable Order Form.

12. 2 Termination. Either party may terminate this
Agreement: ( i) upon thirty ( 30) days prior written notice to the other party if the other party commits a material breach of any of its obligations under this Agreement and does not remedy such breach within thirty ( 30) days of receiving from the other party written notice of the
breach and a request to remedy the breach.; or ( ii)
immediately in the event the other party becomes
the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership,
liquidation or assignment for the benefit of creditors. In the event the Agreement is terminated, all Order Forms
are simultaneously terminated.

12. 3 Refund of Payment upon Termination. If this
Agreement is terminated by Customer in accordance with
Clause 12.2, Workvivo will refund Customer any prepaid
fees covering the remainder of the term of all Order
Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable for the period prior to the effective date of termination. Upon termination for cause by Workvivo, all future fees for the Service due under all Order Forms and any outstanding fees for Professional Services
completed up to the date of termination shall be
amalgamated and become payable immediately.

12. 4 Effect of Termination. Forthwith upon termination of this Agreement, the Customer ( and its Affiliates) shall discontinue all use of the Service as of the date of such termination ( except as permitted under Clause 12. 5) and return to Workvivo all copies of the Documentation and
any other Confidential Information belonging to
Workvivo.

12. 5 Retrieval and Deletion of Customer Data. Upon
request by Customer made within thirty ( 30) days after the effective date of termination or expiration of this Agreement, Workvivo will make the Customer Data
available in an Extract format to Customer through the
Service at no additional cost. After that thirty ( 30) day period, Workvivo will have no obligation to maintain or provide Customer Data ( except by prior written
agreement between the Parties and for an additional
fee), and will thereafter securely delete or destroy all copies of the Customer Data in Workvivo' s system or
otherwise in its possession or control, unless legally
prohibited. Customer Data stored in backups will be
deleted in accordance with then current schedule for
deletion/ overwriting of such backups. Customer Data
stored in backups will not exceed one hundred days ( 100) days beyond the effective date of termination.

12. 6 Migration Assistance. Please note that the
Customer Data is provided in an Extract format at no
additional cost, as set out in Clause 12. 5 above.

12. 7 Surviving Provisions. All provisions of this
Agreement shall survive any termination or expiration
apart from the following provisions that sha II not survive and will have no further force or effect following any
termination or expiration of this Agreement: ( 1) sub-
section ( i) of Clause 3. 1 " Service Provision"; ( 2) Clause 4. 2 License"; and ( 3) any Order Form( s).

13. General Provisions.

13. 1 Entire Agreement and Order of Precedence. This
Agreement constitutes the complete and exclusive
statement of the Agreement between the parties with
respect to the use of the Service and Documentation and Workvivo' s provision of the Professional Services and
supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or
waiver of any provision of this Agreement will be
effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be
232
asserted. The parties agree that any term or condition
stated in Customer' s purchase order is void. In the event of any conflict or inconsistency among the following
documents, the order of precedence shall be: ( 1) the
applicable Order Form, ( 2) this Agreement, and ( 3) the Documentation. This Agreement may be executed in
counterparts, which taken together shall form one
binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that
electronic signatures to this agreement shall be legally binding with the same force and effect as manually
executed signatures.

13. 2 Relationship of the Parties. The parties are
independent contractors. This Agreement does not
create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the
parties. The Customer grants Workvivo the right to use
the Customer' s name and logo as a Workvivo customer in public communications. The Customer grants Workvivo
the right to reach out to end- users via email in order to measure satisfaction ( NPS) and collect feedback on the product in order to fix issues faster and improve the
service and user experience

13. 3 Notices. Except as otherwise specified in this
Agreement, all notices, permissions and approvals
hereunder shall be in writing and shall be deemed to have been given upon: ( i) personal delivery, ( ii) the third business day after mailing, or ( iii) the second businessday after sending by email ( provided email shall not be
sufficient for notices of termination or an indemnifiable claim). Billing - related notices to Customer shall be
addressed to the relevant billing contact designated by the Customer. All other notices to the Customer shall be addressed to the Customer' s signatory of this Agreement.

Notices to Workvivo shall be addressed to Workvivo' s
signatory of this agreement.

13. 4 Assignment. Neither party may assign any of its
rights or obligations hereunder, whether by operation of law or otherwise, without the other party' s prior written consent ( not to be unreasonably withheld); provided,
however, either party may assign this Agreement in its
entirety ( including all Order Forms), without the other party' s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this
Agreement and all past due fees are paid in full.

13. 5 Force Majeure. Notwithstanding any other
provision of this Agreement, and except for payment
obligations, neither party shall be liable for any delay in performing, or failure to perform, any of its obligations underthis Agreement if and to the extent performance is delayed or prevents due to a cause or causes that are
beyond that Party' s reasonable control and occurring
without that Party' s fault or negligence ( each a " Force Majeure Event"), including, but not limited to, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, sabotage , vandalism, strikes, or other labour problems (other than those involving
Workvivo or Customer employees, respectively),
computer attacks or malicious acts. Any delay or failure of that kind will not be deemed to be a breach of this
Agreement by the defaulting Party, and the time for the defaulting Party' s performance of the affected obligation will be extended by a period that is reasonable in the
circumstances. Notwithstanding the foregoing, if the
force majeureconditioncontinuesfor a period of thirty
30) days or more, the party not experiencing the force
majeure condition may terminate this Agreement upon
written notice to the other to be provided no later than fifteen ( 15) days after the thirtieth day of the Force Majeure situation. Please note for the avoidance of
doubt, where possible Workvivo will mitigate the impact of Force Majeure, via the use of the DR Service in order to continue the delivery of the Service.

13.6 Waiver. No failure or delay by either party in
exercising any right under this Agreement will constitute a waiver of that right.

13. 7 Severability. If any provision of this Agreement is held by a court of competentjurisdictionto be contrary
to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.8 Governing Law. This Agreement and any disputes or
claims arising out of or in connection with its subject matter are governed by and construed in accordance
with the laws of Ireland.

13.9 Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim ( including non -contractual disputes or claims) arising out of or in connection with this
agreement or its subject matter or formation.

13. 10 Insurance. Workvivo agrees to maintain
appropriate insurance levels for the duration of this
Agreement in order to meet the obligations as set out in this Agreement.

14. Dispute Resolution. Any dispute which may arise
between the parties concerning this Agreement shall be
determined as provided in this clause 14. For the
purposes of this clause 14, a dispute shall be deemed to have arisen when one party serves on the other a notice in writing stating the nature of the dispute. After service of the notice of dispute, the following procedure shall be followed by the parties (all periods specified in this clause 14are basedon workingdaysandshallbyextendableby
mutual agreement):
i) within three ( 3) days, the Workvivo
representative and the Customer representative shall
meet to attempt to settle the dispute;
ii) if the representatives are unable to reach a
settlement within fourteen ( 14) days from the date of
service of the notice, the Workvivo Chief Executive and 233
the Customer Chief Executive or other senior officer
nominated by the Customer shall meet within the
following twenty- one ( 21) days to attempt to settle the dispute; and
iii) if no settlement results from the meeting
specified in (ii), for the following twenty- eight ( 28) days the parties shall attempt to settle the dispute by
mediation, with costs to be shared equally between the
parties.

If the unresolved matter is having a serious effect on the performance of this Agreement, the parties will use
reasonable endeavours to reduce the elapsed time in
completing the process. Neither party may initiate any
legal action until the process has been completed, unless such party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have, including without limitation to seek
injunctive relief in respect of any breach of its Intellectual Property Rights or similar rights.

15. Definitions.

Affiliates" means any agreed entity that directly
controls, or is controlled by, the Customer (" control" shall have the meaning of ownership of over 50% of the shares or voting rights in the entity).

Agreement" means this Master Subscription
Agreement, including the Support Policy ( as may be
updated from time to time, any Schedules hereto, and
any fully executed Order Form.

Authorised User" means Customer' s employees, or
related third parties that are providing services solely for the internal business purposes of the Customer,
permitted to use or access the Service under this
Agreement.

Authorised Support User" means a Customer employee
who is permitted to contact Workvivo in relation to
support requests and who has been trained on the
Workvivo product( s) for which they initiate support
requests.

Confidential Information" means ( i) the contents of this Agreement ( ii) any Software used in the provision of the Service and its respective source code or the Professional Services; ( iii) Customer Data; ( iv) each party' s commercial or technical information, including but not limited to the Documentation, training materials, Software plans,
designs, costs, prices, finances, marketing plans,
personnel, research, development or know- how that
is designated by the disclosing party as " proprietary", confidential" or " sensitive" or the receiving party knows or should reasonably know is proprietary, confidential or sensitive; ( v) the terms, conditions and pricing of this Agreement ( but not its existence or parties).

Customer Data" means any electronic data or
information entered or loaded by Customer or
Authorised Users to the Service, and includes any data or information generated by the Service that is based upon or derived from such originally submitted data and
information.

Data Protection Legislation" means the Data Protection
Act 2018, as amended and the Privacy and Electronic
Communications ( EC Directive) Regulations 2003 the
General Data Protection Regulation ( GDPR) ( EU)
2016/ 679 and all applicable laws and regulations relating to processing of personal data and privacy.

Documentation" means, collectively, ( i) all materials
published and made available to the Customer by
Workvivo that relate to the functional and/ or operational capabilities of the Software; ( ii) all user, operator, system administration, technical, support and other manuals and all other materials published and otherwise made
available by Workvivo to the Customer that describe the functional and/ or operational capabilities of the Software including user manuals, training manuals, guides, release notes and other materials for use in conjunction with the Software), which may be updated from time to time
subject to the warranty obligation in 5.2( i).

Equipment" means any technical resources attached to
or utilising the Service e.g. hardware, software or
communications resources.

Fault" means the cause of an Incident or Failure.

Failure" means the non- performance of relevant
Equipment or personnel.

GDPR" means the General Data Protection Regulation
Regulation ( EU) 2016/ 679)
Help Desk" means the Workvivo personnel or technical
resources provided to the Customer in order to interface to the support Service.

Incident" means an issue which is a Software or Service defect which results in Service failure or interruption.

Intellectual Property Rights" means any and all
common law, statutory and other industrial property
rights and intellectual property rights, including
copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

Maintenance" means any scheduled and emergency
maintenance carried out on the Service from time to
time.

Order Form" means the ordering documents specifying
the Services to be provided hereunder, which the
Customer subscribes to pursuant to this Agreement, that have been fully executed by both parties.
234
Persons" means employees/ non-
employees/ contractors/ casual workers/ payees/ retirees etc. of Customer and its Affiliates whose record( s) are or may be processed/ recorded/ maintained/ managed in any
way by the Service within the relevant subscription
period. The number of permitted Persons will be as set
forth in the applicable Order Form( s).

Personal Data" shall have the meaning assigned to it
under the Data Protection Legislation.

Professional Services" means the implementation
services provided or to be provided by Workvivo to
configure the Servicefor the Customer' s use, training or other professional services provided or to be provided by Workvivo to the Customer as set forth in an Order Form
and as may be detailed further in a Statement of Work
where applicable).

Response" means the time between the receipt of the
incident from the Customer and the initial response from the Help Desk.

Service" means Workvivo' s cloud based Software
applications that are described in the Documentation and subscribed to in the Order Form( s).

Software" means computer software program( s) in
executable code or any separate part thereof, any source code, and the supporting documentation to be provided
by Workvivo to the Customer under this Agreement.

Support Policy" means Workvivo' s Support Policy
Schedulewhich may be updated from time to time.
235

WORKVIVO SUPPORT POLICY
The purpose of this policy is to outline how Workvivo provides and supports its cloud based Software application service Service") to all Customers. Terms outlined in this policy shall have the meaning as set forth in the Master Subscription Agreement. The Service is a multi - tenant service where common practices and procedures apply across all customers which allows for higher resilience and improved quality and performance.

1. Incident Logging
Customer' s Authorised Support Users may submit Incidents to the Help Desk during normal working hours ( 09: 00 — 17: 30 GMT). Incidents are submitted via email to support@workvivo. com. EachIncident will be given a unique Incident log number which will be passed to the Customer. Workvivo undertakes to aid the resolution of Incidents as rapidly as the circumstances allow and based on the terms of this Support Policy. Resolutions may take the form of a repair, bypassor other reasonable solution agreed between Workvivo and the Customer.

2. Incident Reporting
Monthly reports in relation to support Incidents will be provided to the Customer at Customers request. Monthly support service reports to include the following: 1) Summary of open Incidents and status 2) Volume of open and closed Incidents 3) Breakdown of Incidents by priority/ module and 4) Performance against service levels

3. Incident Prioritisation
Each Incident is given a priority of 1, 2 or 3 (" Priority') based on the severity of the Incident and the Services being provided. EachIncident will be assigned an initial Priority by the Customer. This initial Priority will then be validated by Help Desk personnel who will notify Customer in the case of any proposed change of priority.

4. Incident Response and Fix Times
The Response and target Fix times for each Incident based on Priority are outlined in the table below. The times in the table below are the elapsed period from the time the Incident was logged by Help Desk personnel until the Incident is responded to or closed.

Priority Definition Respons Time to fbt Status updates Customer e tithe target to customer avallabilfty
Customer will be
available by
Critical, Service Lravailable or problem telephone at all times with software furctroeahty rot working as 909 of fixes urtil ircident is P1 expatedcaL- sing severe bLsiress impact 1 1•oLr withir 3 hours h:oLrly resolved Customer will be
Significant impact: Partial loss of service or available by problem with software furctiorality rot 90; j of fixes telephone at all times workirg as expected cat sirg some within 1 bLsiness until rrcident is P2 busiress impact 4 fours clay Daily resolveo
Customer will
respond to helpr: esk
queries and regLests
In a reasonable
Minimal Impact: Problem with software Wf; of fixes timeframe rot ret workirg as expected causing negligible withir 10 greater then+ 2 P3 or r: a b4siress impact 12 days b4mress days Weekly busiress clays.

S. Service availability
Workvivo' s monthly service availability (" Availability') is as follows:

Monthly avaRab[City

99. 50:

Availability is calculated using the following formula:
236
Total minutes per calendar month — Downtime minutes per calendar month) x 100%.

Total minutes per calendar month
Service Downtime (" Downtime") is the total unplanned outage of the Service calculated in minutes during a calendar month. The measurement of Downtime commences when an Incident is identified by Customer to Workvivo via the Workvivo Help Desk (" Help Desk"). Downtime ends when the fault is cleared by Workvivo. Downtime shall not include; ( i) Service being modified or altered in any way (including the Equipment, connections, routing plan, applications or test Equipment or the mapping of applications) either at Customer' s request or by Customer or any party other than Workvivo; ii) any period of Maintenance; ( iii) a Failure or Fault not attributable to the Service, including but not limited to Faults attributable to the Customer' s Equipment, including hardware, software or network;

6. Service Credits
In the event of failure by Workvivo to meet the Availability levels outlined in this Support Policy, Customer shall be entitled, as its sole and exclusive remedy and at Customer' s request, to the following service credits:
bdont i iii e... g it . . the: incaft
subscription fee for the affected Service
Fi- st Month f
Second Month ( in 6 month period) 10%
Third Month fain6 month period) 20%
Fourth Month ( in 6 month per, od)
Fifth Month fin 6 month per` od) 40%
Sixth i''ltlonth (; n 6 month period) 50%
Only measurements carried out by Workvivo as per the Incident management process shall be used in the calculation of all the service credits offered in this Schedule unless the Customer can evidence that such measurements are incorrect. The Customer must request a credit in writing no later than fourteen ( 14) daysafter the end of the affected month.

7. Maintenance Window
Workvivo undertakes to update the software from time to time ( Friday 22:00 to Saturday 01:00 GMT) incorporating enhancements and improvements in performance and reliability whenever such new versions become available.

S. Backup Procedure and Disaster Recovery Levels
Workvivo' s Backup Procedures and Disaster Recovery levels within the Serviceare outlined in the table below.

Backups:

Application Code I The Workvivo application source code is stored off- site in a central source code repository. A backup of the source code is stored on Amazon S3every time the application is deployed to ensure it is always accessible to Workvivo staff. No customer data is stored with the application code itself.

Database An entire snapshot of the Workvivo database is taken automatically each and every night between 3.45am and 4. 15am GMT. This snapshot can be restored in a single step in the event of a disaster. Backupsare stored separately from the database server and are kept for 7 days, after which they are automatically destroyed.
237
Disaster Recovery:

Application Servers Load balanced application server environment with servers deployed across multiple data centres for high availability
Automated unhealthy application server replacement
Automated horizontal scaling under heavy load — network traffic to load balancer is monitored, any spike in traffic will lead to additional servers being provisioned
If a server or entire data centre becomes unavailable, a new server will automatically be provisioned. In the event of a data centre failure, this server will be started in a healthy data centre.

Database Servers 1 • Database is replicated across multiple servers for high availability, with automated failover in the event of a server or data centre failure.

In the event of a failure, the redundant slave database will be promoted to be the master to ensure continuity of service. This is then replicated to a new slave database server in another data centre automatically.

In the event of a critical failure where all database instances are affected by a disaster affecting multiple data centres, a database backup can be restored to a new running instance on an alternative data centre in one step, minimising the overall downtime.

9. Service Security
Customer is responsible for the security and proper use of all user id' s and passwords, which are used in connection with the Service (including changing such passwords on a regular basis), and must take all necessarysteps to ensure that they are kept confidential, secure, used in accordance with the Customer obligations as set out in the Master Subscription Agreement and not disclosed to unauthorised people.

10. Service Scope
Workvivo shall not be liable for any failure to meet the Service levels specified in this policy if the Customer has not complied with the terms and conditions of this policy or the Master Subscription Agreement. The Service levels specified in this policy shall not apply if the Customer does not provide or delays providing information or access, as requested, to Workvivo. In caseof an Incident whereby the Incident might be caused or is caused by Customer's other software applications or Customer' s Equipment, Workvivo will transfer the Incident back to the Customer. If Workvivo performs any repair activities in caseof an Incident and Workvivo discovers that the Incident is due to ( mal)functioning of the Customer' s other software applications or Customer' s Equipment, the Customer may be charged by Workvivo for the repair activities. 238
Department: Fire Department
Prepared By: Nubia Roman
Department:

Prepared By: . .

Staff Member Presenting: Mike Gerken, Fire
Chief
Approved By:

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

A PROFESSIONAL SERVICES AGREEMENTS WITH BOTH PSYCHOLOGICAL CONSULTING ASSOCIATES, INC., AND THE COUNSELING TEAM INTERNATIONAL

FOR PUBLIC SAFETY PERSONNEL SUPPORT SERVICES, COUNSELING, CRITICAL

INCIDENT INTERVENTION, AND PRE-EMPLOYMENT PSYCHOLOGICAL TESTING

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute a three-year Professional Services Agreement each with two companies for public safety personnel
support services, counseling, pre-employment psychological testing, and critical incident stress management services. In no event shall the proposed agreements with the two companies collectively exceed the amount of $927,270 over a three year period. The City may choose to extend each agreement for up to two additional one-year terms in the total amount of $665,471. The total not-to-exceed contract amount for these agreements shall be $1,592,741.

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 in the
Police and
Fire Departments
General Fund
for public safety support service
s
,
counseling, and critical
incident
intervention services. Under the proposed Agreements, Staﬀ recommends setting the ﬁrst-year appropriation at $300,000, with a 3% annual increase beginning after the ﬁrst year, for a term of up to ﬁve years, for a total not-to-exceed amount of $1,592,741.

If additional
funding is needed for a
crisis, additional appropriations
will be requested at that time or requested at the next quarterly budget update.

BACKGROUND & ANALYSIS:

Historically, both Fire and Police Department personnel have been expected to manage repeated exposure to trauma and high-risk incidents with minimal psychological support. Mental health services were largely reactive, being provided only after critical incidents or performance issues, while organizational culture often discouraged employees 239
from seeking mental health support before issues escalated. Over the past several decades, research has demonstrated that cumulative occupational stress produces predictable psychological impacts aﬀecting employee health, operational readiness, decision-making, and public safety outcomes. Best practices have since shifted toward proactive, preventive models that recognize psychological wellness as a core risk management function.

Over the last ﬁve years, both the Fire and Police Departments adopted proactive and preventive psychological services as a critical public safety strategy. Under prior contracts, these services have included access to culturally competent counseling, pre-employment psychological evaluations, ﬁtness-for-duty assessments, and peer support training. Both the Police and Fire Departments have implemented structured approaches that prioritize accessibility, conﬁdentiality, and early intervention. Growing utilization of these resources has been associated with positive outcomes that support long-term workforce resilience, reduce operational risk, and promote ﬁscal sustainability by minimizing higher downstream costs associated with untreated stress and trauma.

As an employer of choice, the City's commitment to these services also reinforces its ability to attract and retain highly qualiﬁed personnel while demonstrating a sustained investment in the health, readiness, and performance of its public safety workforce.

In anticipation of the current contract expiration in June 2026, a Request for Proposals (RFP) No. 1963 was issued on November 1, 2025, for Public Safety Personnel Support Services, Counseling, Critical Incident Intervention, and Pre-Employment Psychological Testing Services. The solicitation was intended to secure a qualiﬁed contractor capable of providing these services to the Ontario Fire and Police Department personnel. Four bid responses were received. Following a review of responsiveness and responsibility in accordance with the RFP requirements, Staﬀ determined that Psychological Consulting Associates, Inc. and The Counseling Team International provide the best value to the City.

Vendor
Location
The Counseling Team International
San Bernardino, CA
Psychological Consulting Associates, Inc.

Los Angeles, CA
*Sunshine Enterprise USA
Maitland, FL
*Brownstone Mentoring Services
Fontana, CA

* Proposals were incomplete or did not meet bid speciﬁcations and therefore deemed non- responsive.

The use of two qualiﬁed vendors through this RFP is an intentional service-delivery strategy designed to ensure continuity, specialization, and adequate capacity for both Police and Fire Department psychological services. These services involve time-sensitive, high-risk, and conﬁdential matters where uninterrupted access and clinician availability are critical to operational readiness and public safety. Each vendor provides distinct strengths, areas of specialization, and clinician availability that, when combined, create a more resilient and responsive service model. Utilizing multiple vendors reduces dependency on a single provider, mitigates service disruption due to clinician availability, conﬂicts of interest, or surge demand following critical incidents, and ensures timely access to care for personnel across varying shifts, assignments, and operational needs. 240
Additionally, approval of the proposed Agreements would expand preventive services to include wellness check-ins, resilience and stress-management training, supervisor and leadership education, family support resources, suicide prevention programming, and psychological consultations supporting early intervention and career-transition needs.

Therefore, Staﬀ recommend entering into a separate Professional Services Agreements with both Psychological Consulting Associates, Inc. and The Counseling Team International for an initial three- year term with two optional one-year extensions. The ﬁrst three years of the agreements include a not-to-exceed total of $927,270 and a total not-to-exceed of $1,592,741 for the full ﬁve-years. The cost of these services reﬂects a cultural shift and organizational emphasis on workforce wellness as a core component of operational readiness and risk management. 241

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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

PROFESSIONAL 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 Psychological Consulting Associates, Inc. , a Corporation, with its principal place of business at 10940 Wilshire Boulevard, Suite 1600, Los Angeles, CA 90024 , ("Consultant").

City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Public Safety Personnel Support Services, Counseling, Critical Incident Intervention, and Pre -Employment Testing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Public Safety Personnel Support Services, Counseling, Critical Incident Intervention, and Pre -Employment Testing project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Public Safety Personnel Support Services, Counseling, Critical Incident Intervention, and Pre -Employment Testing consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A -1" and Exhibit “A -2” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in 242
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accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2026, to June 30, 2029, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one -year terms.

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exce ed Four Hundred Sixty-Three Thousand Six Hundred Thirty-Five Dollars ($463,635) 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.

3.2.2 Payment of Compensation . Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payme nt shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses . Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.2.5 Automated Clearing House (“ACH”) payments . It is the City’s policy to pay its consultant invoices via electronic fund transfers through the ACH network. All payments due and owing pursuant to a properly issued and correct invoice or under this Agreement shall be made through electronic ACH transfe rs, unless otherwise agreed upon by both Parties in writing. Consultant shall provide the City with ACH payment details whereby the City shall initiate the ACH transfers to Consultant in the amount required pursuant to a properly issued and correct invoice or under this Agreement. Each Party shall undertake any and all required actions and execute any required documents, instruments, or agreements required to effectuate the requirements of this Section. In the event the City erroneously deposits funds into an account, or otherwise deposits funds to which Consultant is not entitled: (1) Consultant shall immediately notify the City and the financial institution; (2) Consultant shall not withdraw any of the funds which were erroneously deposited or to which Consultant is not entitled; and (3) Consultant authorizes both the City and financial institution to take all actions necessary to correct the error and return to the City all funds erroneously deposited or to which Consultant is not entitled. 243
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3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Con sultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such ad ditional personnel, in cluding, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services . Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit s "A-1" and “A-2” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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

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

3.3.5 City's Representative. The City hereby designates Nick Stepanian, Deputy Fire Chief, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall no t accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Gina L. Gallivan, Ph.D., ABPP, President/CEO, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable 244
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times.

3.3.8 Standard of Care; Performance of Employees . Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant re presents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term o f this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provide d for herein. Any employ ee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manne r acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A-1” and “A-2” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performanc e Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

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

3.3.9.3 Should a Force Majeure Event occur, the non -performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing 245
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in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

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

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

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

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

3.3.10.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy. 246
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3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

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

3.3.11.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall pro cure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no l ess than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross -liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activitie s with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and dele te any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5 ) years from termination or expiration of this Agreement.
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(E) If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.

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

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

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

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 248
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3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

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

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

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

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

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations othe rwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. 249
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(D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. (E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

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

3.4 Labor Code Requirements.

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

Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and 250
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all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any sub consultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

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

3.5 Termination of Agreement.

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

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

3.5.1.3 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.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's 251
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obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2 782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agree ment 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 Consultants . Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court , 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section

3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

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

3.7.3 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:

Consultant: Psychological Consulting Associates, Inc.
10940 Wilshire Boulevard, Suite 1600
Los Angeles, CA 90024
ATTN: Gina L. Gallivan, Ph.D., ABPP, President/CEO
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City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Nick Stepanian, Deputy Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

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

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

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be 253
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responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information . The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non -appealable order by a court of competent jurisdiction requires that City release such information.

3.7.5 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.

3.7.6 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.

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

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements 254
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pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed w ork, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

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

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

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

3.7.12 Assignment or Transfer . Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent s hall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 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 Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

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

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

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

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

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

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

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

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
PSYCHOLOGICAL CONSULTING ASSOCIATES, INC.

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

CITY OF ONTARIO PSYCHOLOGICAL CONSULTING
ASSOCIATES, INC.

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

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EXHIBIT "A-1"

SCOPE OF SERVICES
The City of Ontario Police and Fire Departments (“Department(s)”) are seeking proposals from experienced firms capable of providing Behavioral Health and Wellness Program Services. These services shall be provided on an as-needed basis at the sole discretion of the Department(s) for first responders and non-safety employees, retirees, and their families. Services provided shall include, at a minimum, mental health care, awareness training, resiliency training, peer support training, stress debriefing, stress management, fitness for duty examinations, and referral/navigation services.

The objective of this Request for Proposals (“RFP”) solicitation is to identify the highest qualified proposer to provide these services over the course of a proposed five (5) year contract term. The City reserves the right to make multiple awards if doing so serves in the best interest of the City.

Final contract terms, including compensation and length of the agreement are subject to final City and/or City Council approval

GENERAL

1. The PROVIDER shall have a minimum of five (5) years of experience providing employee assistance counseling services to employees working in law enforcement and/or fire services, and their families and have the capability of dealing with a wide variety of behavioral health problems.

2. The PROVIDER shall have a minimum of five (5) years of experience providing psychological evaluations which include pre-employment, fitness for duty, or other related evaluations.

3. The PROVIDER shall have a minimum of five (5) years of experience working with alcoholism and other addictive substance abuse cases.

4. The PROVIDER shall possess a valid, unrestricted clinical license to practice from the California Board of Psychology, and be Board Certified in Police and Public Safety from the American Board of Professional Psychology (ABPP).

5. The PROVIDER shall provide culturally competent mental health professionals to perform counseling services and training. All contracted clinicians must have a license to practice in the state of California with at least one (1) year of providing psychological services for law enforcement and/or fire.

6. The PROVIDER agrees to provide offices in the Inland Empire and it is recommended that there are offices in surrounding counties such as Orange, Los Angeles, Riverside, San Diego, and Ventura.

7. The PROVIDER shall have experience in making referrals to employee insurance providers and other treatment providers.
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8. The PROVIDER shall be certified to provide Peace Officer Standards and Training (POST) training courses.

9. The PROVIDER shall provide supplemental training to assist public safety personnel and their families upon request relating to areas associated with critical incidents and the profession (i.e. Line of duty deaths, suicide prevention, work/life balance, healthy relationships, etc.) when requested to do so.

10. The PROVIDER shall participate in quality assurance evaluations provided by the City to continually ensure high-quality training.

11. The PROVIDER agrees to consult with the Department(s) to publicize the personnel support services to employees. Publications may include, but not be limited to supplying brochures, literature, and/or digital marketing regarding the program as part of the cost of administering the program.

12. The PROVDER shall attend (1) one health fair per year for the Department(s) when requested to do so.

13. The PROVIDER shall attend Peer Support Team meetings or events when requested to do so.

14. The PROVIDER shall maintain all appropriate professional licenses and certifications.

15. The PROVIDER shall invoice the Department(s) monthly for any services provided.

16. The PROVIDER shall not have a record of unsatisfactory performance, lack of Psychological Services – integrity, or poor business ethics.

PRE-EMPLOYMENT PSYCHOLOGICAL EXAMINATIONS

1. The PROVIDER shall meet the professional experience requirements detailed in California Commission on Peace Officer Standards and Training (POST) Commission Regulation 1955, including for continuing professional education.

2. The PROVIDER shall administer pre-psychological evaluations for sworn and certain classes of civilian candidates for employment with the Police and/or Fire Department(s) in adherence with the requirements of POST Commission Regulation 1955. A complete pre-employment psychological evaluation includes, but is not limited to, a clinical interview, administration and scoring of necessary tests and preparing verbal and written recommendations for employment. Ensure Peace Officer Standards and Training (POST) Psychological Screening Manual requirements are met, as well as any additional psychological suitability criteria specified by the Department(s).

3. The PROVIDER shall schedule with the candidate to conduct the evaluation. The evaluation will take place at the PROVIDER’s office or a mutually agreed upon location.

4. The PROVIDER shall provide the Department(s) with a written report of each evaluation within two (2) business days after testing and interviews have been completed.

5. The PROVIDER shall make themselves available for consultation with Department(s) staff when requested.
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FITNESS FOR DUTY EXAMINATIONS

1. The PROVIDER shall be board certified and post approved to conduct fitness for duty examinations.

2. The PROVIDER shall administer fitness for duty evaluations when requested by the Department(s), including initial consultation review of documents, administering, scoring and interpreting an appropriate battery of psychological tests, interview employees and recommend fit for duty status. A complete fitness for duty evaluation includes, but is not limited to consultation, administration and scoring of necessary tests and preparing verbal and written recommendation for employment.

3. The PROVIDER shall schedule with the candidate to conduct the evaluation. The evaluation will take place at the PROVIDER’s office or a mutually agreed upon location.

4. The PROVIDER shall provide the Department(s) with a written report of each evaluation within two (2) business days after testing and interviews have been completed.

5. The PROVIDER shall make themselves available for consultation with Department(s) staff when requested.

PERSONNEL SUPPORT SERVICES/COUNSELING

1. The PROVIDER shall provide diagnostic, evaluation and referral services for Public Safety employees and their family members through face-to-face counseling sessions for the purpose of assessment, short-term counseling, and referral. Counseling services shall be made available to eligible Public Safety employees and dependents. Eligible Public Safety employees include both sworn and non-sworn, full and part-time employees and retirees within 12 months of retirement. Eligible dependents are defined as spouse and children of Public Safety employees living in the employee’s home. The number of employees eligible to participate varies somewhat but averages between approximately 500 full-time and 100 part- time. If it is determined that the issues require long-term treatment, i.e., acute or chronic emotional disorders, etc., then the PROVIDER can refer accordingly.

2. The PROVIDER shall place the necessary safeguards to ensure that EAP counseling is conducted in a manner that will preserve the privacy of Public Safety employees and their families.

3. The PROVIDER shall keep records in accordance with Federal regulations, California State laws, and all code of ethics/guidelines pertaining to the mental health profession.

4. The PROVIDER shall provide quarterly utilization reports that demonstrate the usage of the counseling portion of the program. Such reports shall not jeopardize the rights of confidentiality of the Public Safety employees or their families.

5. The PROVIDER shall ensure counseling staff available to provide services in a convenient and timely manner including after-hours response in emergency situations. Although phone and 260
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virtual consultations should be available options, it should not be solely relied upon. In person consultations should be fulfilled within 10 days of request.

6. The PROVIDER shall provide a crisis hotline 24 hours per day, 7-days a week and 365-days per year, for Public Safety employees to talk with a mental health professional if necessary.

7. When requested by the Department(s) the PROVIDER shall provide multi-modal wellness programs or workshops, specifically tailored to the needs of first responders.

CRITICAL INCIDENT STRESS MANAGEMENT

1. The PROVIDER shall be capable of assisting the Department(s) in delivering Critical Incident Stress Debriefings and Defusing. Critical Incident intervention and services shall be available 24 hours per day, 7-days a week and 365-days per year.

2. The PROVIDER shall have available licensed, culturally competent mental health professionals capable of providing on-site group counseling as a result of a critical incident.

3. The PROVIDER shall facilitate post-incident group debriefings with affected employees following a critical incident. Such debriefings should ideally be held within 24-72 hours of the incident but, given the need to coordinate varying work schedules, shall be conducted as close in time to the incident as practical.

4. When requested by the Department(s), the PROVIDER shall provide a verbal recommendation to the Department(s) for return of the individual involved in traumatic incidents to full or modified duty status as soon as possible and in no case later than forty-eight (48) hours following the incident. A written recommendation as to their suitability to return to active duty, full or modified, and need for follow-up treatment shall be provided within five (5) days following the post-traumatic counseling session.

5. When requested by the Department(s) the PROVIDER shall conduct routine group debriefings with units that are regularly exposed to high levels of stress (i.e. child abuse investigators, crime scene investigators, and dispatchers) to ensure the group’s ongoing well-being.

6. The PROVIDER shall be certified to teach for the International Critical Incident Stress Foundation (ICISF) and capable of providing peer support team members training.

7. The PROVIDER shall have the ability and capacity to provide clinical oversight of the Department(s) peer support team.

8. The PROVIDER shall provide mental health professionals that have been trained in crisis negotiations. They also must be capable of providing support to crisis negotiator team (CNT) members at the scene of a barricaded suspect or hostage incident.

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EXHIBIT "A-2"

SCOPE OF SERVICES
Technical and Management Approach to Providing the Services to the City.

PCA services are delivered under the leadership and clinical oversight of Gina L. Gallivan, Ph.D., ABPP, a board-certified psychologist in Police and Public Safety Psychology. PCA maintains clear lines of responsibility for clinical decision-making, coordination with City departments, and quality control.

PCA is HIPAA-compliant and operates within all state and federal laws and regulations and professional ethics. PCA adheres to the requirements set forth by the California Board of Psychology (BOP), California Board of Behavioral Sciences (BBS), and the California Department of Consumer Affairs.

PCA will participate in quality assurance evaluations requested by the City and agrees to consult with the Department(s) to publicize the personnel support services to employees. PCA will attend the required one (1) health fair for the Department per year and attend Peer Support Team meetings or events when requested to do so as set forth in Exhibit A. PCA will maintain all appropriate professional licenses and certifications, invoice the Department(s) monthly for any services provided, and will not have a record of unsatisfactory performance, lack of psychological services – integrity, or poor business ethics.

Pre-Employment Psychological Evaluations
PCA performs psychological evaluations for firefighter, police officer, police dispatcher, detention officer, and police reserve officer candidates to assess their psychological fitness for these positions. These evaluations will be in accordance with POST regulations and Department requirements, including POST Regulation 1955 as specified in Exhibit A. PCA will provide written suitability reports within the required two (2) business days timeframe and remain available for consultation with City staff when requested.

PCA maintains sufficient staffing and technical capacity to perform between 150 –180 psychological evaluations per month and can accommodate additional applicants if necessary. Screenings are offered online via Zoom or Cisco WebEx, or in person.

PCA follows the traditional POST Model as influenced by the ADA which consists of the following two components:

• The Pre-Offer Component:
• Written Civil Service Exam
• Physical Agility Test
• Oral Board
• Pre-Offer Background
• Pre-Offer Polygraph
• The Post-Offer Component:
• Psychological
• Medical

Psychological Pre-Employment Examinations are conducted through a battery of psychological tests and a clinical interview conducted by Dr. Gallivan, a clinical licensed psychologist, and her staff. A POST Psychological Evaluation Summary Report is then prepared with the details and results of all tests administered and the clinical review.

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The assessment techniques used are:

1. Minnesota Multiphasic Personality Inventory-3rd Edition

2. CPI Police and Public Safety Selection Report Form 434

3. Sentence Completion for Public Safety

4. Review of the Background Information

5. Clinical Interview

6. Mental Status Examination and Behavioral Observations

Fitness for Duty Evaluations
PCA follows the recommendations set forth by the Psychological Services Section of the International Association of Chiefs of Police (IACP).

When conducted competently and applied correctly, Fitness-for-Duty Evaluations are an essential element of a comprehensive officer wellness program for public safety agencies. If an employee is found unfit for duty at the time of the evaluation, specific recommendations will be provided to help guide their recovery and, ideally, restore them to full duty. Fitness for Duty Evaluations should be viewed as a means to safeguard and support a career rather than to end it.

PCA’s process ensures quality, confidentiality, objectivity, legal defensibility, and working to meet the needs of the City.

Testing:

Dr. Gallivan directs the test proctor which psychological assessments the employee needs to complete.

Depending on the case, it may be two (2) or three (3) assessments. Fitness-For-Duty evaluations include:

MMPI-3, PAI, CPI, BDI II (Beck Depression Inventory), BAI (Beck Anxiety Inventory), and/or DAPS (Detailed Assessment of Posttraumatic Stress).

Results:

PCA will submit a report to the requesting agency via encrypted email within two (2) business days after testing and interviews have been completed and remain available for consultation with City staff when requested

Personnel Support Services / Counseling / EAP
PCA’s team is comprised of competent, compassionate professionals trained in treating mental health problems specific to first responders and their families. PCA provides cognitive behavioral therapy which has been found to be the most effective for issues like Post-Traumatic Stress Disorder. PCA also provides Eye Movement Desensitization and Reprocessing Therapy (EMDR).

• PCA offers both in-person and telehealth counseling to ensure accessibility and timely care.. • PCA services include a preliminary evaluation, case evaluation, and an assessment of the client’s overall wellbeing. PCA addresses major issues such as addictive behaviors, anger, career/work related, critical incident, depression, family, stress, and suicidal ideation. If a referral is found necessary, PCA determines the appropriate referral sources to meet the needs of the employee. PCA assists employees in accessing a referral source and shall provide follow -up to determine whether services have been received and if the referral was appropriate and useful. 263
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PCA maintains the confidentiality of all personnel and their families referred for counseling. Employees will not reveal their personal problems if there are no clear legal guidelines about confidentiality. .

PCA strongly recommends the City implement a "Blind Billing" system to provide employees with a confidential, stigma-free way of accessing services. This system allows employees to select a therapist and receive services without needing prior approval. PCA issues invoices to the City that exclude any identifying information. To maintain confidentiality, a designated peer support team member who is protected under AB 1116 and AB 1117 may be used to verify service utilization while preserving privacy.

PCA maintains its main office in Los Angeles and has fourteen (14) offices throughout the Inland Empire and surrounding counties of Los Angeles, Riverside, and Orange. PCA’s Ontario’s is conveniently located at 3200 Guasti Road, Suite 100, Ontario, CA 91761.

Training and Wellness Services
PCA provides training and wellness programs tailored to the needs of the City’s public safety personnel.

Topics address mental, physical, financial, nutritional, and emotional health. These supports strengthen first responder family resilience, reduce substance misuse and high -risk coping, prevent stress -related crises before they escalate, promote a healthier and more sustainable agency culture, and improve readiness, performance and retention.

Critical Incident Stress Management
PCA conducts debriefings of public safety personnel employees who are involved in traumatic incidents such as officer-involved shootings, line-of-duty deaths, suicides, and mass casualty events. PCA will have professional staff to respond to critical incidents and designated location within one (1) to two (2) hours.

• PCA will meet with an employee no more than three (3) times for any given critical incident without authorized Department approval for additional sessions. PCA understands the constraint is based upon each critical incident.
• At the conclusion of such debriefing session(s), PCA makes its recommendations as to whether the employee requires time off duty, modified duty, or will be able to resume their full and unrestricted duties.

PCA is available at the request of the Chief of Police, Fire Chief or their designee, for emergency call outs beyond normal business hours for debriefs of Police Department or Fire Department employees who are involved in critical incidents.

PCA’s professional staff is available 24/7/365, including holidays to respond to emergency call outs within two (2) hours.

PCA’s defusing or debriefing is a confidential debriefing of the incident with a responding PCA professional who understands the dynamic thoughts and reactions involved with traumatic events.

Participants learn to understand their reactions and to strengthen their coping mechanisms.

PCA will provide mental health professionals that have been trained in crisis negotiations. They are capable of providing support to crisis negotiator team (CNT) members at the scene of a barricaded suspect or hostage incident.
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ICISF Certified Training
PCA is certified to teach for the International Critical Incident Stress Foundation (ICISF) and capable of providing peer support team members training.

Clinical Oversight
PCA has the ability and capacity to provide ongoing clinical oversight, consultation, and support for the Department’s peer support team to ensure best practices and adherence to clinical standards.

Employee Orientations for PCA Personnel
PCA conducts annual orientation training for all employees and provide additional sessions for new hires as needed. This training is a critical opportunity for employees and management to become familiar with PCA and learn about the available services and programs.

At a minimum, PCA provides an annual overview of services, offering multiple sessions to ensure that all employees have the opportunity to participate. PCA also understands that training locations may vary to accommodate different teams.

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EXHIBIT "C"

COMPENSATION

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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

PROFESSIONAL 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 The Counseling Team International, a Corporation, with its principal place of business at 1881 Business Center Drive, Suite 11, San Bernar dino, CA 92408 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

2.2 Project.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Public Safety Personnel Support Services, Counseling, Critical Incident Intervention, and Pre -Employment Testing consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, 267
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this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by ref erence. The total compensation shall not exceed Four Hundred Sixty-Three Thousand Six Hundred Thirty-Five Dollars ($463,635) 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.

3.2.3 Reimbursement for Expenses . Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.5 Automated Clearing House (“ACH”) payments . It is the City’s policy to pay its consultant invoices via electronic fund transfers through the ACH network. All payments due and owing pursuant to a properly issued and correct invoice or under this Agreement shall be made through electronic ACH transfe rs, unless otherwise agreed upon by both Parties in writing. Consultant shall provide the City with ACH payment details whereby the City shall initiate the ACH transfers to Consultant in the amount required pursuant to a properly issued and correct invoice or under this Agreement. Each Party shall undertake any and all required actions and execute any required documents, instruments, or agreements required to effectuate the requirements of this Section. In the event the City erroneously deposits funds into an account, or otherwise deposits funds to which Consultant is not entitled: (1) Consultant shall immediately notify the City and the financial institution; (2) Consultant shall not withdraw any of the funds which were erroneously deposited or to which Con sultant is not entitled; and (3) Consultant authorizes both the City and financial institution to take all actions necessary to correct the error and return to the City all funds erroneously deposited or to which Consultant is not entitled. 268
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3.3 Responsibilities of Consultant.

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

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

3.3.6 Consultant's Representative. Consultant hereby designates Julie Casto Koot, CFO/Director of Operations, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this A greement. The Consultant's Representative shall supervise and direct the Services, using his/her best s kill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable 269
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times.

3.3.9 Period of Performance.

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

3.3.9.3 Should a Force Majeure Event occur, the non -performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing 270
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in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.5 Water Quality Management and Compliance . Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy. 271
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3.3.11 Insurance.

3.3.11.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall pro cure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no l ess than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross -liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activitie s with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and dele te any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5 ) years from termination or expiration of this Agreement.
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3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 273
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3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations othe rwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. 274
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3.4 Labor Code Requirements.

Consultant shall defend, indemnify and hold the City, its officials, o fficers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and 275
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3.5 Termination of Agreement.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's 276
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3.7 General Provisions.

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

3.7.2 Independent Contractors and Subcontracting.

Consultant: The Counseling Team International
1881 Business Center Drive, Suite 11
San Bernardino, CA 92408
ATTN: Julie Casto Koot, CFO/Director of Operations
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3.7.4 Ownership of Materials and Confidentiality.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be 278
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3.7.6 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.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements 279
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pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

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

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

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

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

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

3.7.17 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.
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3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

THE COUNSELING TEAM INTERNATIONAL

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

CITY OF ONTARIO THE COUNSELING TEAM INTERNATIONAL

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

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EXHIBIT "A"

SCOPE OF SERVICES

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D
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EXHIBIT "B"

SCHEDULE OF SERVICES

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EXHIBIT "C"

COMPENSATION

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Department: Economic Development
Prepared By: Karla Tavera
Department:

Prepared By: Karla Tavera
Staff Member Presenting: Jennifer McLain
Hiramoto, Economic Development Director
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 15
SUBJECT:

THE DOWNTOWN ONTARIO IMPROVEMENT ASSOCIATION ANNUAL REPORT FOR FISCAL YEAR 2025-2026

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council receive and ﬁle the Downtown Ontario Improvement Association report for Fiscal Year 2025-26.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

There is not a direct fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

On August 20, 2019, the City Council authorized the formation of the Downtown Ontario Community Beneﬁt District (CBD) for an initial ﬁve-year term. After demonstrating measurable success, the City Council approved a 10-year renewal on January 16, 2024. The CBD remains instrumental in strengthening services and improvements for Downtown property owners, supporting economic vitality, and contributing to increased property values.

Although the Fiscal Year 2025-26 Adopted Budget allocated $141,000 for City-owned properties and $27,300 for Ontario Housing Authority-owned properties, the sale of certain properties resulted in lower actual assessment amounts of $110,609 for the City and $3,073 for the Housing Authority.

Pursuant to California Streets and Highways Code Section 36650, the Downtown Ontario Improvement Association (DOIA) must submit an Annual Report each ﬁscal year outlining the expenditure of assessment revenues. The report is prepared in accordance with the District Management Plan and emphasizes three primary service areas: Civil Sidewalk Improvements, Marketing/District Identity/Placemaking, and Administration.

The attached Annual Report outlines the assessment methodology, which is based on parcel size, building square footage, and street frontage. Assessments are levied exclusively on properties 307
within the district and allocated according to these factors. As property owners within the DOIA boundaries, the City of Ontario and the Ontario Housing Authority are responsible for paying assessments on their respective properties.

The report also includes the Fiscal Year 2025-26 budget, as approved by the DOIA Board of Directors, summarized below:

Civil Sidewalks
$258,154.40
51%
District Identity/Placemaking
$63,311.00
12%
Administration/Contingency
$187,087.57
37%
Total
$508,552.97
100%
308

Downtown Ontario
Community Benefit District

ANNUAL REPORT

December 1, 2025
to
November 30, 2026
January 5, 2026

Prepared By: Downtown Ontario Improvement Association Ismael Arias
Executive Director
425 N. Euclid Ave.

Ontario, CA 91762
(909) 706-7877
309

ANNUAL REPORT
December 1, 2025 to November 30, 2026
This Annual Report is being submitted to the City Council of the City of Ontario to outline current and past improvements, activities, expenses, budgets and assessments for the Downtown Ontario Community Benefit District ("CBD") for the fiscal year 20 25 - 2026. This annual report presents the budget and assessments approved by the DOIA Board of Directors on October 16, 2025.

EXECUTIVE SUMMARY

The Downtown Ontario Community Benefit District (CBD) continued its sixth year of operation with the full implementation of services that have proven effective in enhancing the properties and businesses within the district boundaries. The DOIA Executive Di rector oversees day-to-day operations, ensuring that services and initiatives consistently benefit Downtown property owners and merchants. Throughout the year, the Downtown Ontario CBD delivered a comprehensive seven -day maintenance ambassador program alon gside targeted marketing and advocacy efforts. All environmental and economic enhancements provided by the CBD augment— rather than replace—core services delivered by the City of Ontario.

The Downtown Ontario Improvement Association (“DOIA”), the CBD’s governing body, continued its partnership with District Maintenance Services, Inc., a professional service provider responsible for district -wide maintenance. A dedicated service truck and pre ssure-washing equipment remained in operation to improve sidewalk and gutter cleanliness throughout Downtown. As part of a pilot program, DOIA maintained several pet waste stations along the Euclid median. In addition, DOIA installed decorative street pol e banners and seasonal autumn décor and collaborated closely with City staff to activate public open spaces, creating a more welcoming and vibrant Downtown environment.

To further enhance the positive image of Downtown Ontario the DOIA is continuously updating its website www.DowntownOntario.org and uses various social media accounts such as, Instagram, Facebook, TikTok, and Threads in order to promote the Downtown as a whole, its businesses and its many community events , this year marking a milestone of more than fifteen thousand followers on Instagram, as well as assisting in producing and promoting special events.

DOIA will continue to provide the services established and expand those services in this 202 5- 2026 fiscal year.

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ADMINISTRATION
BOARD OF DIRECTORS:

President: Alex Baroian
Vice President: Rick Byrd
Secretary: Peggi Hazlett
Treasurer: Maria Razo
Member: Maria Martinez
Member: Justin Ma
Member: Jack Gingold
Member: Jennifer Hiramoto
Member: David Puscizna
Member: Jerry Rowley
Member: Rolando Saldaña
Member: Octavio Vazquez

KEY PERSONNEL:

Executive Director: Ismael Arias

Contracted Service Providers:

Maintenance Contractor: District Maintenance Services, Inc.

Auditor: Smith Marion & Co.

Social Media: Stay Hot Capital 13, LLC.

DOIA Meetings:

Board of Directors:
3rd Thursday of the month at 9:00am at 425 N. Euclid Ave.

District Identity & Placemaking Committee:
2nd Thursday of the month at 10:00am at 425 N. Euclid Ave.

Civil Sidewalks Committee: 2nd Thursday of January, March, May, July and October at 9:00am at 425 N. Euclid Ave.

In addition, every year the DOIA holds an Annual Meeting where all property owners are invited for a special report, board elections and discussion on DOIA’s programs and services. The Annual Meeting is held o n a date determined by the DOIA Board of Directors . The Annual Meeting for Fiscal 202 4-2025 was held on October 16th, 2025, a video summary was presented and is available for viewing on our website at downtownontario.org. In addition to this Annual Meeting, DOIA hosted its Second Downtown Mixer at Gloria’s Cocina Mexicana on September 25th,2025, where merchants, pro perty owners, and other stakeholders were invited, and the summary video was also presented.

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ACTIVITIES AND IMPROVEMENTS

Civil Sidewalks: The 2025-2026 budget is $258,154.40 The civil sidewalks committee oversees civil sidewalk operations. The DOIA contracts with a maintenance service provider for two full time maintenance ambassadors to perform power washing, trash clean up, sidewalk and gutter sweeping along with other maintenance duties. One pickup truck equipped with a power washer provided by the maintenance provider along with two trash carts have been placed into service to facilitate operations. Since its creation, DOIA has funded over 35,000 man hours dedicated to cleaning and maintenance services within the Downtown.

On-going and future projects:

▪ Seven days a week maintenance ambassador service:

▪ Beautification of the district.
▪ Maintenance of existing and new public spaces.
▪ DOIA uses environmentally friendly quiet leaf blowers and push trash carts have to facilitate sidewalk clean up.
▪ Regular sidewalk and gutter sweeping. (in 2025, A total of 2,812, 45 -gallon bags; approximately 57,725 pounds of litter picked up, and 170 clean ups of bio waste) ▪ Regular sidewalk power washing (in 2025, 228 full city blocks pressure washed) ▪ Trash can empty-ing.
▪ Timely graffiti, stickers and poster removal, within 24 hours as necessary. (In, 2025 a total of 1,467 pieces of graffiti, stickers, and posters removed.) ▪ Shopping cart removal, (In 2025, 76 shopping cars returned to business or removed from the district.)
▪ DOIA continues to work with the City of Ontario Utilities Dept. to address overflowing, illegal dumping and cleanliness of dumpsters and alleys in the Downtown. (In 2025, 349 reports filled: including broken city property, extensive graffiti, and illegal dumping.)
▪ DOIA continuously maintains two Pet cleanup stations on the Euclid median between “D” Street and “E” Street and intends to install more in during this fiscal year. ▪ DOIA has assisted various community nonprofit organizations as well as the City of Ontario with community event clean up assistance i.e., 3rd Saturday in DTO Art District , Ontario Arts Festival, Holiday of Lights parade, Cruisin Reunion Car Show, Ontario Tower Buzzers Launch Party, CAL-ED Conference Restaurant Crawl, and Downtown Ontario Night Market. ▪ DOIA continuously assists Downtown property owners with filling “No Trespassing” forms with Ontario Police Department in an effort to prevent damage to their properties and to help address quality of life issues.
▪ DOIA also continues to serve as an after-hours resource for Ontario Police Department for contacting Downtown property owners for emergency purposes. ▪ DOIA is also continuously working with Downtown property owners to remove acid etching damage from their store front windows.
▪ DOIA Ambassadors have performed 99 homeless outreaches relating to business calls and disturbances.
▪ DOIA works closely with City of Ontario Housing Department to connect unhoused individuals with resources.
▪ DOIA is continuously working closely with O ntario Police Department to address manners affecting the Downtown.

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District Identity/Placemaking : The 20 25-2026 District Identity/Placemaking budget is $63,311.00. The District Identity committee oversees and implements placemaking programs. In addition to ongoing social media promotion, advertising and spearheads efforts into attract ing visitors into the Downtown. The printing and deployment of lawn signs, postcard and QR coded posters, which lead visitors to the Downtown Ontario website and social media platforms. The district identity committee has continued to invest in the Downtown Ontario banner program. It also continues to partner with City of Ontario , and other en tities to activating the Downtown by bringing special events to the Downtown.

On-going and future projects:
▪ The consistent and continuous updates to the DOIA website www.downtownontario.org resulted in over 42,000 visitors to the website in the last year. ▪ DOIA continues to utilize its logo as its branding tool. ▪ DOIA promotes the Downtown locally and regionally.
▪ DOIA is promoting the district as a pedestrian friendly community. ▪ DOIA is continuing the Downtown banner program which is funded by DOIA. The installation of new designs will be occurring in early 2026. ▪ DOIA consistently promotes the Downtown via various social media platforms , including Facebook, Instagram, TikTok, Threads, and X (Twitter) within the last year. Including a total followship of 19.6k followers across social networks, which grew by 7.7k followers, garnered

2.4Mil post views, with and estimated 202 of post in 2025. ▪ DOIA is and will continue to sponsor events such as 3rd Saturday in Downtown Ontario (DTO) Art District, Ontario 5K Reindeer Run., Friends of the Library , Ontario Professional Fire Fighters Association 1430, and others.
▪ DOIA continues to produce, print, and distributes QR coded postcards, posters, and lawn signs leading visitors to DOIA (link tree) which hosts the DOIA website; Facebook, Instagram, Twitter (X), TikTok, and Threads.
▪ DOIA continues to procure the services of a social media consultant to manage all social media platforms.
▪ DOIA procure s permits, purchase s, install s and maintain s Autumn Déco r through the downtown and will provide other seasonal décor as well. ▪ DOIA Ambassadors provide directions or recommendations to visitors of the downtown area, in the last year they have given directions and/or recommendations to 212 visitors. ▪ DOIA works with City staff to promote the Downtown in a cohesive manner. ▪ DOIA has sponsored Community Sing-A-Long on conjunction with GO-CAL as part of the Christmas on Euclid Experience.
▪ DOIA has also placed an ad in the GO-CAL Visitor’s Guide 2025-2026. ▪ DOIA continues to use the manufactured Butterfly Wings and DTO letters commissioned by DOIA from a local artist as promotional tools and a mechanism to engage the community. ▪ DOIA works with City of Ontario Public Works Agency to place branded parking wayfinding Signage tailored to different areas of the Downtown.
▪ DOIA developed coordinated posters, receipt tags, signage, and social media messaging to inform visitors of available free parking and reinforce that Downtown businesses remain open throughout ongoing development and infrastructure improvement projects.

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Administration: The 20 25-2026 administrative budget is $ 175,315.21. The Executive Committee and the Executive Director oversee administrative operations. The DOIA Executive Director manages and oversees the day -to-day operations to ensure effective delivery of services. The DOIA office also serves as a visitor center located at 425 North Euclid Ave., Ontario, CA 91762. The DOIA Executive Director is in close contact with the City of Ontario staff and Downtown stakeholders to provide insight into the needs of the Downtown.

On-going expenses:
▪ Staff and administrative costs
▪ Directors and Officer’s Insurance, General Liability and other insurance coverages. ▪ Office related expenses
▪ Financial reporting, accounting, and legal services.

Other services provided by DOIA:
▪ DOIA has also serve s as an advocate for Downtown property owners and the business community.
▪ DOIA also assist Downtown property and business owners w ith pre-screening Façade Improvement and Restaurant Equipment Grant Applications. ▪ DOIA also fields inquiries from potential incoming businesses and relays the information to the City of Ontario’s Economic Development Agency.
▪ DOIA’s office serves as an Information center for all Downtown visitors and businesses.

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BUDGET

The CBD (DOIA) is funded through downtown property tax assessments. Maintaining financial balance is a key objective in any organization; the budget is managed through monitoring expenditures and analyzing variances. Marketing, maintenance, and administration, which include costs for building, equipment, supplies, services and staff, are all managed via the budget.

The board approved budget for Fiscal Year 2025-2026 is $508,552.97. The FY 2025-2026 budget is shown in Exhibit A.

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ASSESSMENTS

The CBD (DOIA) uses common parcel -based factors to assess special benefit in a commercial/retail/residential business district, which are parcel size, street frontage, and building size. Street frontage has been determined to provide approximately 36% of the total assessment, land area approximately 26% of the total assessment, and building area approximately 38% of the total assessment. Annual assessments on property will be $0.06 (6 cents) per parcel square foot, $0.17 (17 cents) per building square foot, plus $6.50 per frontage foot. Residential condominiums are assessed $0.25 (25 cents) per square foot for residential condominiums.

The benefits provided to properties within the district are listed in the diagram below.

These services are only applied to properties within the boundaries of the district.

Category of Special Benefit Services Annual Amount 2025-2026 Percentage of total budget
Civil Sidewalks $ 258,154.40 51%
District Identity/Placemaking $ 63,311.00 12%
Administration/Contingency $ 187,087.57 37%
Total $ 508,552.97 100%

Properties that are owned and operated as a non -profit, and are property tax exempt, are not assessed the full assessment because these parcels are deemed to benefit from most, but not all, of the proposed District improvements and services. As stated above, these properties receive benefits from, maintenance and streetscape, and administration, but do not receive any marketing.

Therefore, properties that are owned and operated as a non -profit, and are property tax exempt, and exclude the per building square foot assessment.

Based on the above factors, the resulting assessments are shown in the chart attached hereto as Appendix 1 . The CBD assessment is collected with regular property taxes. The assessment appeared as a separate line item on annual Property Tax bills prepared by the County of San Bernardino.

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EXHIBIT A
Downtown Ontario Improvement Association Detailed Budget Fiscal Year 2025-2026 8 Income
Assessment Income $507,950.49
Carry Forw ard
Delinquency (25,397.52)
Total Assessment Income $ 482,552.97 Non Assessment Income -
Sponsorships -
Total Non Assessment Income - Total Income $ 482,552.97
Gross Profit
Expenses
Administration
Accounting Fees 11,840.00
Admin Contingency 3,500.00
Annual Elections/Mailings 280.00
Bank Charges/Interest 200.00
Board Meetings / Retreats 4,500.00
Conference/ Travel Fees 3,000.00
Insurance - Liability, D and O 6,500.00
Legal Fees 100.00
Meeting Refreshments 880.00
Office Supplies 3,500.00
Payroll Service 3,500.00
Postage, Mailing Service 50.00
Printing and Copying 1,000.00
Rent 21,441.00
Staff Contract 100,608.34
Dental and Vision Insurance 598.75
Health Insurance 7,522.15
Payroll Tax Expense 7,575.06
Workers Comp 832.27
Total Staff Contract $ 117,136.57
Telephone, Telecommunications 660.00
Utilities 9,000.00
Total Administration $ 187,087.57
Civil Sidew alks
Civil Sidew alks Contingency 2,900.00
DMS Contractor 246,254.40
Maintenance & Supplies 9,000.00
Total Civil Sidew alks 258,154.40 District Identity/Placemaking
Advertising 8,211.00
Branding & Signage 12,000.00
Creative Agency 22,900.00
District Identity Contingency 2,000.00
Public Space Dev. 5,000.00
Seasonal Displays 9,000.00
Website 4,200.00
Total District Identity/Placemaking 63,311.00 Total Expenses $ 508,552.97
Net Operating Income -$ 26,000.00 Net Income/(Loss) (26,000.00) 317

7 9
APPENDIX 1 – 2025-2026 PARCEL ASSESSMENT CALCULATIONS
LINEAR
FRONTA

GE LOT SIZE

BUILDING
AREA
LINEAR

FRONTAGE

ASSESS RATE

LOT SIZE
ASSESS
RATE

BUILDING

ASSESS RATE

BUILDING
CHARGE
TOTAL
CHARGE
(Ft) (Sq Ft) (Sq Ft) ($/Ft) ($/Sq Ft) ($/Sq Ft) ($) ($) 1048-354-01-0000 201 10,058 0 $6.50 $0.06500 $0.1700 $0.00 $1,960.27 1048-354-02-0000 50 8,850 18,084 6.50 0.06500 0.1700 3,074.28 3,974.53 1048-354-03-0000 187 7,812 9,068 6.50 0.06500 0.1700 1,541.56 3,264.84 1048-354-04-0000 31 3,875 3,875 6.50 0.06500 0.1700 658.75 1,112.13 1048-354-05-0000 16 1,100 900 6.50 0.06500 0.1700 153.00 328.50 1048-354-06-0000 16 1,890 1,200 6.50 0.06500 0.1700 204.00 430.85 1048-354-07-0000 42 5,418 7,172 6.50 0.06500 0.1700 1,219.24 1,844.41 1048-354-08-0000 20 2,520 2,400 6.50 0.06500 0.1700 408.00 701.80 1048-354-09-0000 31 3,875 3,875 6.50 0.06500 0.1700 658.75 1,112.13 1048-354-10-0000 31 3,906 3,100 6.50 0.06500 0.1700 527.00 982.39 1048-354-11-0000 250 15,750 9,325 6.50 0.06500 0.1700 1,585.25 4,234.00 1048-354-12-0000 321 25,488 0 6.50 0.06500 0.1700 0.00 3,743.22 1048-354-13-0000 70 6,580 0 6.50 0.06500 0.1700 0.00 882.70 1048-355-02-0000 48 8,469 0 6.50 0.06500 0.1700 0.00 862.49 1048-355-03-0000 173 5,922 4,900 6.50 0.06500 0.1700 833.00 2,342.43 1048-355-04-0000 46 5,764 4,042 6.50 0.06500 0.1700 687.14 1,360.80 1048-355-05-0000 31 3,927 1,659 6.50 0.06500 0.1700 282.03 738.79 1048-355-06-0000 41 3,876 2,449 6.50 0.06500 0.1700 416.33 934.77 1048-355-07-0000 44 7,560 6,193 6.50 0.06500 0.1700 1,052.81 1,830.21 1048-355-08-0000 44 5,555 4,579 6.50 0.06500 0.1700 778.43 1,425.51 1048-355-11-0000 58 10,217 0 6.50 0.06500 0.1700 0.00 1,041.11 1048-355-13-0000 57 5,358 1,555 6.50 0.06500 0.1700 264.35 983.12 1048-355-15-0000 333 16,992 7,204 6.50 0.06500 0.1700 1,224.68 4,493.66 1048-355-16-0000 250 15,646 2,349 6.50 0.06500 0.1700 399.33 3,041.32 1048-356-01-0000 259 19,492 7,083 6.50 0.06500 0.1700 1,204.11 4,154.59 1048-356-02-0000 208 10,396 8,640 6.50 0.06500 0.1700 1,468.80 3,496.54 1048-356-03-0000 48 5,850 3,449 6.50 0.06500 0.1700 586.33 1,278.58 1048-356-04-0000 45 5,670 4,091 6.50 0.06500 0.1700 695.47 1,356.52 1048-356-05-0000 62 7,812 12,400 6.50 0.06500 0.1700 2,108.00 3,018.78 1048-356-06-0000 31 3,906 1,752 6.50 0.06500 0.1700 297.84 753.23 1048-356-07-0000 31 3,906 0 6.50 0.06500 0.1700 0.00 455.39 1048-356-08-0000 31 2,480 2,480 6.50 0.06500 0.1700 421.60 784.30 1048-356-09-0000 111 2,480 2,170 6.50 0.06500 0.1700 368.90 1,251.60 1048-356-10-0000 46 2,852 0 6.50 0.06500 0.1700 0.00 484.38 1048-356-11-0000 55 9,799 0 6.50 0.06500 0.1700 0.00 994.44 1048-356-12-0000 273 16,992 0 6.50 0.06500 0.1700 0.00 2,878.98 1048-356-13-0000 62 5,564 2,068 6.50 0.06500 0.1700 351.56 1,116.22 1048-361-01-0000 250 15,710 5,454 6.50 0.06500 0.1700 927.18 3,573.33 1048-361-02-0000 48 7,681 0 6.50 0.06500 0.1700 0.00 811.27 1048-361-03-0000 50 6,930 0 6.50 0.06500 0.1700 0.00 775.45 1048-361-04-0000 191 7,140 2,017 6.50 0.06500 0.1700 342.89 2,048.49 1048-361-05-0000 121 3,108 1,182 6.50 0.06500 0.1700 200.94 1,189.46 1048-361-06-0000 58 8,352 0 6.50 0.06500 0.1700 0.00 919.88 1048-361-07-0000 62 8,928 7,130 6.50 0.06500 0.1700 1,212.10 2,195.42 1048-361-08-0000 202 8,352 5,292 6.50 0.06500 0.1700 899.64 2,755.52 1048-361-09-0000 188 7,855 6,492 6.50 0.06500 0.1700 1,103.64 2,836.22 1048-361-10-0000 62 7,812 5,263 6.50 0.06500 0.1700 894.71 1,805.49 1048-361-11-0000 62 7,812 0 6.50 0.06500 0.1700 0.00 910.78 1048-361-12-0000 62 7,855 0 6.50 0.06500 0.1700 0.00 913.58 1048-362-02-0000 46 8,142 0 6.50 0.06500 0.1700 0.00 828.23 1048-362-03-0000 273 16,800 9,342 6.50 0.06500 0.1700 1,588.14 4,454.64 1048-362-04-0000 86 7,680 2,209 6.50 0.06500 0.1700 375.53 1,433.73 1048-362-05-0000 187 8,736 0 6.50 0.06500 0.1700 0.00 1,783.34 1048-362-06-0000 49 8,640 1,940 6.50 0.06500 0.1700 329.80 1,209.90

ASSESSOR'S PARCEL
NUMBER(1)
318

10 1048-362-07-0000 250 15,624 1,148 6.50 0.06500 0.1700 195.16 2,835.72 1048-362-08-0000 93 11,718 11,096 6.50 0.06500 0.1700 1,886.32 3,252.49 1048-362-09-0000 220 11,782 0 6.50 0.06500 0.1700 0.00 2,195.83 1048-362-10-0000 62 7,855 0 6.50 0.06500 0.1700 0.00 913.58 1048-363-01-0000 160 5,136 100 6.50 0.06500 0.1700 17.00 1,390.84 1048-363-02-0000 411 38,086 0 6.50 0.06500 0.1700 0.00 5,147.09 1048-363-03-0000 224 11,512 0 6.50 0.06500 0.1700 0.00 2,204.28 1048-363-04-0000 205 10,080 0 6.50 0.06500 0.1700 0.00 1,987.70 1048-363-05-0000 260 31,901 31,973 6.50 0.06500 0.1700 5,435.41 9,198.98 1048-551-11-0000 349 29,886 124,565 6.50 0.06500 0.1700 21,176.05 25,387.14 1048-551-12-0000 287 21,240 0 6.50 0.06500 0.1700 0.00 3,246.10 1048-551-13-0000 206 6,430 0 6.50 0.06500 0.1700 0.00 1,756.95 1048-551-14-0000 264 18,415 0 6.50 0.06500 0.1700 0.00 2,912.98 1048-551-15-0000 166 28,163 0 6.50 0.06500 0.1700 0.00 2,909.60 1048-552-13-0000 546 34,579 0 6.50 0.06500 0.1700 0.00 5,796.64 1048-552-14-0000 97 19,096 0 6.50 0.06500 0.1700 0.00 1,871.74 1048-552-15-0000 10 2,439 0 6.50 0.06500 0.1700 0.00 223.54 1048-552-17-0000 218 10,993 6,800 6.50 0.06500 0.1700 1,156.00 3,287.55 1048-552-18-0000 14 789 0 6.50 0.06500 0.1700 0.00 142.29 1048-552-22-0000 213 8,509 8,828 6.50 0.06500 0.1700 1,500.76 3,438.35 1048-552-23-0000 0 1,786 0 6.50 0.06500 0.1700 0.00 116.09 1048-552-24-0000 195 24,332 0 6.50 0.06500 0.1700 0.00 2,849.08 1048-553-01-0000 185 7,434 0 6.50 0.06500 0.1700 0.00 1,685.71 1048-553-02-0000 48 8,496 4,450 6.50 0.06500 0.1700 756.50 1,620.74 1048-553-03-0000 48 8,496 0 6.50 0.06500 0.1700 0.00 864.24 1048-553-04-0000 225 8,496 0 6.50 0.06500 0.1700 0.00 2,014.74 1048-553-05-0000 40 5,760 0 6.50 0.06500 0.1700 0.00 634.40 1048-553-06-0000 157 3,810 0 6.50 0.06500 0.1700 0.00 1,268.15 1048-553-07-0000 33 4,191 0 6.50 0.06500 0.1700 0.00 486.92 1048-553-08-0000 53 6,731 0 6.50 0.06500 0.1700 0.00 782.02 1048-553-09-0000 28 3,556 0 6.50 0.06500 0.1700 0.00 413.14 1048-553-10-0000 146 2,520 0 6.50 0.06500 0.1700 0.00 1,112.80 1048-553-11-0000 31 3,906 0 6.50 0.06500 0.1700 0.00 455.39 1048-553-12-0000 31 3,906 0 6.50 0.06500 0.1700 0.00 455.39 1048-553-13-0000 62 7,812 10,000 6.50 0.06500 0.1700 1,700.00 2,610.78 1048-553-14-0000 32 4,268 0 6.50 0.06500 0.1700 0.00 485.42 1048-553-15-0000 31 3,780 3,904 6.50 0.06500 0.1700 663.68 1,110.88 1048-553-16-0000 31 8,854 3,250 6.50 0.06500 0.1700 552.50 1,329.51 1048-553-17-0000 65 8,190 17,400 6.50 0.06500 0.1700 2,958.00 3,912.85 1048-561-07-0000 225 8,496 3,417 6.50 0.06500 0.1700 580.89 2,595.63 1048-561-08-0000 96 17,169 3,845 6.50 0.06500 0.1700 653.65 2,393.64 1048-561-09-0000 48 8,554 1,392 6.50 0.06500 0.1700 236.64 1,104.65 1048-561-10-0000 48 8,496 0 6.50 0.06500 0.1700 0.00 864.24 1048-561-11-0000 123 8,400 1,190 6.50 0.06500 0.1700 202.30 1,547.80 1048-561-12-0000 102 4,896 1,728 6.50 0.06500 0.1700 293.76 1,275.00 1048-561-13-0000 642 54,516 109,032 6.50 0.06500 0.1700 18,535.44 26,251.98 1048-562-01-0000 417 42,834 20,826 6.50 0.06500 0.1700 3,540.42 9,035.13 1048-562-02-0000 225 8,496 4,178 6.50 0.06500 0.1700 710.26 2,725.00 1048-562-03-0000 369 34,161 19,923 6.50 0.06500 0.1700 3,386.91 8,005.88 1048-562-06-0000 55 2,658 1,980 6.50 0.06500 0.1700 336.60 866.87 1048-562-07-0000 170 13,032 0 6.50 0.06500 0.1700 0.00 1,952.08 1048-563-01-0000 175 6,096 1,194 6.50 0.06500 0.1700 202.98 1,736.72 1048-563-02-0000 48 8,496 0 6.50 0.06500 0.1700 0.00 864.24 1048-563-03-0000 96 16,992 6,767 6.50 0.06500 0.1700 1,150.39 2,878.87 1048-563-06-0000 226 9,365 0 6.50 0.06500 0.1700 0.00 2,077.73 LINEAR
FRONTA

GE LOT SIZE

BUILDING
AREA
LINEAR

FRONTAGE

ASSESS RATE

LOT SIZE
ASSESS
RATE

BUILDING

ASSESS RATE

BUILDING
CHARGE
TOTAL
CHARGE
(Ft) (Sq Ft) (Sq Ft) ($/Ft) ($/Sq Ft) ($/Sq Ft) ($) ($)

ASSESSOR'S PARCEL
NUMBER(1) 319

11 1048-563-07-0000 48 7,536 5,154 6.50 0.06500 0.1700 876.18 1,678.02 1048-563-08-0000 96 16,992 16,692 6.50 0.06500 0.1700 2,837.64 4,566.12 1048-563-09-0000 46 8,496 0 6.50 0.06500 0.1700 0.00 851.24 1048-563-10-0000 225 8,496 0 6.50 0.06500 0.1700 0.00 2,014.74 1048-563-11-0000 47 2,400 790 6.50 0.06500 0.1700 134.30 595.80 1048-563-12-0000 48 7,953 3,360 6.50 0.06500 0.1700 571.20 1,400.15 1048-563-13-0000 225 8,754 13,104 6.50 0.06500 0.1700 2,227.68 4,259.19 1048-564-01-0000 176 7,680 6,888 6.50 0.06500 0.1700 1,170.96 2,814.16 1048-564-02-0000 48 8,496 16,724 6.50 0.06500 0.1700 2,843.08 3,707.32 1048-564-03-0000 196 8,820 15,650 6.50 0.06500 0.1700 2,660.50 4,507.80 1048-564-04-0000 55 6,875 4,125 6.50 0.06500 0.1700 701.25 1,505.63 1048-564-05-0000 36 3,906 2,733 6.50 0.06500 0.1700 464.61 952.50 1048-564-06-0000 61 7,812 0 6.50 0.06500 0.1700 0.00 904.28 1048-564-07-0000 93 10,278 10,572 6.50 0.06500 0.1700 1,797.24 3,069.81 1048-564-08-0000 21 1,835 3,472 6.50 0.06500 0.1700 590.24 846.02 1048-564-09-0000 93 2,132 3,960 6.50 0.06500 0.1700 673.20 1,416.28 1048-564-10-0000 74 4,330 8,660 6.50 0.06500 0.1700 1,472.20 2,234.65 1048-564-11-0000 48 8,622 3,615 6.50 0.06500 0.1700 614.55 1,486.98 1048-564-12-0000 214 8,914 8,653 6.50 0.06500 0.1700 1,471.01 3,441.42 1048-564-13-0000 58 6,299 0 6.50 0.06500 0.1700 0.00 786.44 1048-564-14-0000 97 9,312 0 6.50 0.06500 0.1700 0.00 1,235.78 1048-565-01-0000 291 23,388 0 6.50 0.06500 0.1700 0.00 3,411.72 1048-565-02-0000 30 2,100 2,100 6.50 0.06500 0.1700 357.00 688.50 1048-565-03-0000 219 11,782 33,804 6.50 0.06500 0.1700 5,746.68 7,936.01 1048-565-04-0000 24 1,536 2,400 6.50 0.06500 0.1700 408.00 663.84 1048-565-05-0000 37 5,820 11,976 6.50 0.06500 0.1700 2,035.92 2,654.72 1048-565-06-0000 62 7,812 7,812 6.50 0.06500 0.1700 1,328.04 2,238.82 1048-565-07-0000 31 4,032 3,696 6.50 0.06500 0.1700 628.32 1,091.90 1048-565-08-0000 31 3,780 3,480 6.50 0.06500 0.1700 591.60 1,038.80 1048-565-09-0000 31 4,000 5,560 6.50 0.06500 0.1700 945.20 1,406.70 1048-565-10-0000 188 7,812 7,938 6.50 0.06500 0.1700 1,349.46 3,079.24 1048-565-11-0000 95 9,216 36,864 6.50 0.06500 0.1700 6,266.88 7,483.42 1048-565-12-0000 118 3,360 3,296 6.50 0.06500 0.1700 560.32 1,545.72 1048-565-13-0000 107 5,136 0 6.50 0.06500 0.1700 0.00 1,029.34 1048-565-14-0000 0 8,448 0 6.50 0.06500 0.1700 0.00 549.12 1048-566-01-0000 148 4,800 0 6.50 0.06500 0.1700 0.00 1,274.00 1048-566-02-0000 48 8,496 6,111 6.50 0.06500 0.1700 1,038.87 1,903.11 1048-566-03-0000 48 8,496 0 6.50 0.06500 0.1700 0.00 864.24 1048-566-04-0000 219 11,844 10,840 6.50 0.06500 0.1700 1,842.80 4,036.16 1048-566-05-0000 136 17,262 35,524 6.50 0.06500 0.1700 6,039.08 8,045.11 1048-566-06-0000 52 6,552 5,800 6.50 0.06500 0.1700 986.00 1,749.88 1048-566-07-0000 219 11,718 12,003 6.50 0.06500 0.1700 2,040.51 4,225.68 1048-566-08-0000 0 2,400 0 6.50 0.06500 0.1700 0.00 156.00 1048-566-09-0000 100 14,662 0 6.50 0.06500 0.1700 0.00 1,603.03 1048-566-10-0000 225 8,496 0 6.50 0.06500 0.1700 0.00 2,014.74 1048-566-11-0000 77 3,696 2,208 6.50 0.06500 0.1700 375.36 1,116.10 1049-055-01-0000 192 9,064 9,064 6.50 0.06500 0.1700 1,540.88 3,378.04 1049-055-02-0000 42 3,738 3,738 6.50 0.06500 0.1700 635.46 1,151.43 1049-055-03-0000 50 4,361 4,361 6.50 0.06500 0.1700 741.37 1,349.84 1049-055-04-0000 47 4,183 4,183 6.50 0.06500 0.1700 711.11 1,288.51 1049-055-05-0000 137 4,272 1,000 6.50 0.06500 0.1700 170.00 1,338.18 1049-055-06-0000 137 4,301 0 6.50 0.06500 0.1700 0.00 1,170.07 1049-055-07-0000 47 4,183 0 6.50 0.06500 0.1700 0.00 577.40 1049-055-08-0000 48 4,301 0 6.50 0.06500 0.1700 0.00 591.57 320

Total 27,356 2,031,880 1,154,583 $499,901.64 12 1049-055-09-0000 233 12,816 12,905 6.50 0.06500 0.1700 2,193.85 4,541.39 1049-056-01-0000 254 15,225 0 6.50 0.06500 0.1700 0.00 2,640.63 1049-056-02-0000 48 4,872 0 6.50 0.06500 0.1700 0.00 628.68 1049-056-03-0000 48 4,872 0 6.50 0.06500 0.1700 0.00 628.68 1049-056-04-0000 153 5,040 0 6.50 0.06500 0.1700 0.00 1,322.10 1049-056-05-0000 250 15,225 15,000 6.50 0.06500 0.1700 2,550.00 5,164.63 1049-056-06-0000 250 15,225 0 6.50 0.06500 0.1700 0.00 2,614.63 1049-057-01-0000 430 22,632 0 6.50 0.06500 0.1700 0.00 4,266.08 1049-057-02-0000 56 4,428 4,428 6.50 0.06500 0.1700 752.76 1,404.58 1049-057-03-0000 158 5,280 5,212 6.50 0.06500 0.1700 886.04 2,256.24 1049-057-04-0000 31 3,520 6,680 6.50 0.06500 0.1700 1,135.60 1,565.90 1049-057-05-0000 430 4,900 9,000 6.50 0.06500 0.1700 1,530.00 4,643.50 1049-057-06-0000 156 5,600 0 6.50 0.06500 0.1700 0.00 1,378.00 1049-057-07-0000 50 3,723 0 6.50 0.06500 0.1700 0.00 567.00 1049-058-01-0000 208 9,856 8,654 6.50 0.06500 0.1700 1,471.18 3,463.82 1049-058-02-0000 68 5,077 0 6.50 0.06500 0.1700 0.00 772.01 1049-058-03-0000 191 8,910 21,351 6.50 0.06500 0.1700 3,629.67 5,450.32 1049-058-04-0000 214 9,000 4,048 6.50 0.06500 0.1700 688.16 2,664.16 1049-058-05-0000 204 13,346 3,920 6.50 0.06500 0.1700 666.40 2,859.89 1049-059-07-0000 52 6,136 0 6.50 0.06500 0.1700 0.00 736.84 1049-059-08-0000 74 8,140 2,910 6.50 0.06500 0.1700 494.70 1,504.80 1049-059-09-0000 56 8,140 0 6.50 0.06500 0.1700 0.00 893.10 1049-059-14-0000 405 39,403 0 6.50 0.06500 0.1700 0.00 5,193.70 1049-059-21-0000 269 29,645 22,935 6.50 0.06500 0.1700 3,898.95 7,574.38 1049-061-01-0000 428 20,097 57,930 6.50 0.06500 0.1700 9,848.10 13,936.41 1049-061-02-0000 427 20,196 0 6.50 0.06500 0.1700 0.00 4,088.24 1049-061-03-0000 48 4,488 0 6.50 0.06500 0.1700 0.00 603.72 1049-062-01-0000 395 34,087 15,000 6.50 0.06500 0.1700 2,550.00 7,333.16 1049-062-02-0000 412 38,880 0 6.50 0.06500 0.1700 0.00 5,205.20 1049-063-01-0000 190 9,021 5,536 6.50 0.06500 0.1700 941.12 2,762.49 1049-063-02-0000 97 13,548 11,400 6.50 0.06500 0.1700 1,938.00 3,449.12 1049-063-03-0000 17 1,504 1,040 6.50 0.06500 0.1700 176.80 385.06 1049-063-04-0000 31 3,008 2,080 6.50 0.06500 0.1700 353.60 750.62 1049-063-05-0000 142 4,512 1,614 6.50 0.06500 0.1700 274.38 1,490.66 1049-063-06-0000 142 4,512 3,384 6.50 0.06500 0.1700 575.28 1,791.56 1049-063-07-0000 48 4,464 1,645 6.50 0.06500 0.1700 279.65 881.81 1049-063-08-0000 96 9,021 0 6.50 0.06500 0.1700 0.00 1,210.37 1049-063-09-0000 143 4,559 0 6.50 0.06500 0.1700 0.00 1,225.84 1049-063-10-0000 47 4,559 4,000 6.50 0.06500 0.1700 680.00 1,281.84 1049-064-12-0000 0 8,064 0 6.50 0.06500 0.1700 0.00 524.16 1049-064-13-0000 133 12,768 6,400 6.50 0.06500 0.1700 1,088.00 2,782.42 1049-064-14-0000 620 48,242 6,232 6.50 0.06500 0.1700 1,059.44 8,225.17 321
Department: Planning
Prepared By: Thomas Grahn
Staff Member Presenting: Rudy Zeledon,
Executive Director Community Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 16
SUBJECT:

A DEVELOPMENT CODE AMENDMENT, FILE NO. PDCA26-001, REVISING AND

CLARIFYING CERTAIN PROVISIONS OF THE CITY OF ONTARIO DEVELOPMENT CODE

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and adopt an Ordinance approving File No.

PDCA26-001, a Development Code Amendment revising and clarifying certain provisions of Chapter

5.0 (Zoning and Land Use) of the City of Ontario Development Code.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
FISCAL IMPACT:

There is not a direct fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

On February 17, 2026, the City Council introduced and waived further reading of an Ordinance approving the Development Code Amendment. The Development Code (Ontario Municipal Code Title 9) provides the legislative framework for the implementation of The Ontario Plan, which states long-term principles, goals, and policies for guiding the growth and development of the City in a manner that achieves Ontario's vision, and promotes and protects the public health, safety, comfort, convenience, prosperity, and welfare of its citizens. Staﬀ has initiated certain clariﬁcations and revisions to the City of Ontario Development Code that are necessary to adjust and clarify various provisions of the Development Code. The proposed Development Code Amendment is included as Attachment A (Proposed Development Code Amendment), and is comprised of certain clarifications and revisions generally described as follows:

Revise Chapter 5.0 (Zoning and Land Use), Section 5.03.395: Temporary and Interim Land Uses, Buildings, and Structures to revise 5.03.395.G.1.b to reduce the total number of retail sales events a commercial center, oﬃce, or industrial/business park complex may have per calendar year from 12 to 10, and address how single or consecutive event days count towards the total number of event days per calendar year.

Any provisions proposed for deletion are shown in red strikeout text ( Abcdefg
) and all additions are
322
shown in blue underlined text (
Abcdefg
). In considering the Development Code Amendment at their meeting on January 27, 2026, the Planning Commission conducted a public hearing and voted 6-0 to recommend the City Council consider and approve File No. PDCA26-001, pursuant to the facts and reasons contained in the staff report and attached Ordinance.

ENVIRONMENTAL REVIEW:

The proposed Development Code Amendment 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 (general rule) 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. Speciﬁcally, the amendment modiﬁes Section

5.03.395: Temporary and Interim Land Uses, Buildings, and Structures to revise 5.03.395.G.1.b to reduce the total number of retail sales events a business may have per calendar year from 12 to 10.

And addresses how single or consecutive event days count towards the total number of event days per calendar year. This amendment is procedural in nature as it regulates the issuance of a temporary use permit, and the provisions of this section cannot result in a physical change to the environment.
323

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PDCA 26-001, A DEVELOPMENT

CODE AMENDMENT REVISING AND CLARIFYING CERTAIN
PROVISIONS OF CHAPTER 5.0 (ZONING AND LAND USE) OF THE CITY

OF ONTARIO DEVELOPME NT CODE , AND MAKING FINDINGS IN
SUPPORT THEREOF.

WHEREAS, THE CITY OF ONTARIO (Applicant) has initiated an Application for the approval of a Development Code Amendment, File No. PDCA2 6-001, as described title of this Ordinance (hereinafter referred to as Application or Project); and

WHEREAS, the City of Ontario Development Code (Ontario Municipal Code Title 9) provides the legislative framework for the implementation of The Ontario Plan, which establishes long term princip als, goals, and policies for guiding the growth and development of the City in a manner that achieves Ontario ’s vision, and promotes and protects the public health, safety, comfort, convenience, prosperity, and welfare of its citizens; and

WHEREAS, the De velopment Code Amendment is of citywide impact, affecting approximately 50 square miles (3 2,022 acres) of land, which is generally bordered by Benson Avenue and Euclid Avenue on the west; Interstate 10 Freeway, Eighth Street, and Fourth Street on the north; Etiwanda Avenue and Hamner Avenue on the east; and Merrill Avenue and the San Bernardino County/Riverside County boundary on the south; and

WHEREAS, pursuant to the police powers delegated to it by the California Constitution, the City has the authority to enact laws which promote the public health, safety, and general welfare of its citizens; and

WHEREAS, the Ontario Development Code implements federal and state planning, zoning, subdivision, and environmental laws to guide orderly development of the C ity in a manner that promotes and protects the public health, safety, comfort, convenience, prosperity, and welfare of its residents; and

WHEREAS, certain clarifications and revisions to the City of Ontario Development Code are proposed, generally described as follows:

(1) Revise Chapter 5.0 (Zoning and Land Use) , Section 5.03 -Supplemental Land Use Regulations, Section 5.03.395: Temporary and Interim Land Uses, Buildings, and Structures to revise 5.03.395.G.1.b to reduce the total number of retail sales events a commercial center, office, or industrial/business park complex may have per calendar year from 12 to 10, and addresses how single or consecutive event days count towards the total number of event days per calendar year; and

WHEREAS, pursuant to t he provisions of Government Code Title 1, Division 1, Chapter 3 (commencing with Government Code Section 65100) Ontario Development 324

Code Table 2.02 -1 (Review Matrix) assigns the City Council the responsibility and authority to review and act on the Development Code Amendment following review and recommendation on the matter by the Planning Commission; and

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

WHEREAS, on January 27, 2026, the Planning Commission of the City of Ontario conducted a hearing to consider the Development Code Amendment and concluded said hearing on that date, voting to issue Resolution No. PC2 6-004, recommending the City Council approve the Development Code Amendment; and

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

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

SECTION 1. As the decision-making body for the Development Code Amendment, the City Council has reviewed and considered the information contained in the administrative record for the Development Code Amendment. 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

(2) The Development Code Amendment , as documented in the Agenda Report, 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. The determination that the Development Code Amendment is not subject to CEQA reflects the independent judgment of the City Council.

SECTION 2. Pursuant to the requirements o f California Government Code Chapter 3, Article 10.6, commencing with Section 65580, as the recommending authority for the Development Code Amendment, the City Council finds that based on the facts and information contained in the Application and supportin g documentation, the project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan.

SECTION 3. The California State Aeronautics Act (Public Utilities Code Section 21670, et seq.) requires that an Airport Land Use Compatibility Plan be prepared 325

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.

(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, w hich 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 curre nt and future airport activity. As the decision-making body for the Development Code Amendment, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibi lity 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 is consistent with the policies and criteria set forth within the ONT ALUCP; and

(2) On August 2, 2022, the City Council of the City of Ontario approved and adopted a Development Code Amendment to establish the Chino Airport (CNO) Overlay Zoning District (OZD) and Reference I, Chino Airport Land Use Compatibility Plan (CNO ALUCP). The CNO OZD and CNO ALUCP established the Airport Influence Area for Chino Airport, solely within the City of Ontario, and limits future land uses and development within the Airport Influence Area, as they relate to safety, airspace protection, and overflight impacts of current and future airport activity. The CNO ALUCP is consistent with policies and criteria set forth within the Caltrans 2011 California Airport Land Use Planning Handbook. The proposed Project is located within the Airport Influence Area of Chino Airport and was evaluated and found to be consisten t with the California Airport Land Use Planning Handbook and the CNO ALUCP. As the decision- making body for the Development Code Amendment, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the CNO ALUCP compatibility factors, including Safety, Airspace Protection, Overflight. As a result, the City Council, therefore, finds and determines that the Project is consistent with the policies and criteria set forth within the California Airport Land Use Planning Handbook and the CNO ALUCP.

SECTION 4. Based upon the substantial evidence presented to the City Council during the above-referenced hearing, and upon the specific findings set forth in Sections 1 through 3, above, the City Council hereby concludes as follows:
(1) The proposed Development Code Amendment is consistent with the goals, policies, plans and exhibits of the Vision, Policy Plan (General Plan), and City Council Goals components of The Ontario Plan (TOP). The Development Code Amendment will:
(a) serve to promote a community that is consistently seeking —and thoughtfully applying—new ways of doing things better, as encouraged by TOP’s Vision; (b) provides for 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, have a wide spectrum of 326

choices of where they can live and recreate, as promoted by Land Use Element Policy LU-1.6, Complete Community; and (c) promotes the City Counc il Goals through the establishment of Development Code provisions that encourages investment in the growth and evolution of the City ’s economy and focuses City resources in commercial and residential neighborhoods.

(2) The proposed Development Code Amendment would not be detrimental to the public interest, health, safety, convenience, or general welfare of the City. The Development Code Amendment incorporates safeguards intended to ensure that the purposes of the Develop ment Code are preserved; the project will not be contrary to or damage the public health, safety, convenience, or general welfare; the project will not result in any significant environmental impacts; and the project will be in full conformity with the Vision, City Council Priorities, and Policy Plan components of The Ontario Plan.

SECTION 5. Based upon the findings and conclusions set forth in Sections 1 through 4, above, the City Council hereby APPROVES the herein described changes that comprise the Deve lopment Code Amendment, and which are attached hereto as “Attachment A,” and incorporated herein by this reference.

SECTION 6. 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. 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 unconstitutional, 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 phrases be declared invalid or unconstitutional.

SECTION 8. This Ordinance shall become effective 30 days following its adoption.

SECTION 9. 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 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.

PASSED, APPROVED, AND ADOPTED this 3rd day of March 2026.

327

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

328

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHELIA 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 on February 17, 2026 , and adopted at the regular meeting held on March 3, 2026, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:

SHELIA MAUTZ, CITY CLERK

(SEAL)

I hereby certify that the following is the original of Ordinance No. duly passed and adopted by the Ontario City Council at their regular meeting held on March 3, 2026, and that Summaries of the Ordinance were published on XXXX, and XXXX, in the Inland Valley Daily Bulletin newspaper.

SHELIA MAUTZ, CITY CLERK

(SEAL)

329

ATTACHMENT A:

File No. PDCA26-001
2026 Development Code Amendment No. 1

(Document to follow this page)
330
Division 5.03—Supplemental Land Use Regulations
(Rev. 01.20.202603.03.2026) Page 5.03-114 Ontario Development Code

5.03.385: Spring and Wire Product Manufacturing
Wi
thin the IP zoning district, the development of new spring and wire product manufacturing shall be limited to small-scale (GFA of less than 45,000 SF for single-tenant buildings and 60,000 SF for multiple-tenant buildings) facilities.

5.03.390: Tattooing, Body Piercing, Branding, and the Application of Permanent Cosmetics The
below-listed standards shall govern the estab lishment and operation of body art services in the City. For the purposes of this section, "body art services" shall mean tattooing, body piercing, branding, or the application of permanent cosmetics, excepting the piercing of an ear with a disposable, single-use, presterilized stud or solid needle that is applied using a mechanical device to force the needle or stud through the ear.

A. Every person and every business engaged in body art and/or permanent cosmetics services shall comply with all applicable provisio ns of the Safe Body Art Act (HSC Section 119300 et seq.).

B. Every person and every business engaged in body art and/or permanent cosmetics services shall obtain a health permit from the San Bernardino County Division of Environmen tal Health Ser
vices prior to commencement of the business activity.

C. A person proposing to construct, remodel, or revise a body art and/or perman ent cosme
tics facility shall first submit plans to the Ontario Planning Department and the San Bernardino County Division of
Environmental Health Services fo r review and approval, prior to construction.

D. A
body art services business located in the MU-1 (Downtown Mixed Use) zoning district shall not be located within 0.25-mile, as measured in a straight line from any point along the oute r bound
aries of the property or lease space contai ning the use, to any other body art services business. Refer to Figure 5.01-2: MU-1 (Downtown Mixed Use) Zoning District Land Us e Map for locations.

5.03.395: Temporary and Interim Land Uses, Buildings, and Structures The
following temporary and interim land uses shall be allowed upon the issuance of an Administrative Use Permit by the City pursuant to Section 4.03.015 (Administrative Use Permit) of this Development Code:

A. Interim Farming Activities on Vacant or Underdeveloped Lands. Farming activities may be established and operated as an interim use on vacant or underdeveloped lands pursuant to the requirements of Subsection 5.03.405.F (Urban Farms) of this Division.

B. Model Homes. The
following standards shall govern the design and establishment of model homes:

1. Access shall meet the requirements of the Americans with Disabilities Act.

2. A
ny "trap" fencing shall be located on private property. 331
Division 5.03—Supplemental Land Use Regulations
Ontario Development Code Page 5.03-115 (Rev. 01.20.202603.03.2026)

3. A
ny garage used as a sales office shall be converted back to a garage prior to dwelling occupancy.

4. A model complex consisting of 3 or more model homes shall develop and improve a separa
te lot to accommodate off-street parking, which shall be provided pursuant to Division

6.03 (Off-Street Parking and Loading) of this Development Code.

5. Subdivisions of 8 or more dwellings having at least one model home th at is landscape
d, shall demonstrate by installed land scape and irrigation, the principles of water- efficient landscaping and irrigation.

6. The developer of model homes constructed prior to the recordation of a final map for the
subdivision containing the model homes, shall enter into a model home agreement with the City, in a form satisfactory to the City Attorney, to ensure that the model homes will not be sold prior to recordation of the final map, and that the model homes will be demolished and removed should the final map not record within a period acceptable to the City.

7. The project proponent shall remove the model homes and their appurtenances from the affected property within 30 days following the expiration of the Administrative Use Permit.

8. In approving a model home facility, th e Reviewing Authority may require the inst
allation of certain minimum improvements, such as paved parking, lighting and landscaping, and other improvements necessary to ensure and protect the public health, safety, and welfare.

9. To ensure removal of model homes and th eir appurtenances within the required period, the Reviewing Authority may require the project proponent provide a performance guarantee pursuant to Division 2.06 (Performance Guarantees) of this Development Code, in the amount of $10,000. The performance guarantee may be utilized by the City to pay any fees and costs incurred by the City, which is associated with the enforcement of Paragraphs A.1 through 8, above, and any conditions of Administrative Use Permit approval imposed by the Reviewing Authority.

C. Street Fairs. Street fairs may be allowed within any commercial or mixed-use zoning district.

D. Temporary
Alcoholic Beverage Sales. Temporary alcoholic beverage sale s for consumption on t
he premises may be allowed within nonresidential zoning districts in conjunction wi
th a temporary activity, display, or event for which an Administrative Use Permit is granted pursuant to Section 4.03.015 (Administrative Use Permits) of this Development Code.

E. Temporary Buildings and Structures. Temporary buildings and structures, including but not limit
ed to trailers and prefabricated ("modular" ) buildings, and appurten ances thereto, may be allowe
d within any residential, commercial, mixe d-use, industrial, specialized use, or overla y zoning district, subje
ct to the following:

1. The Pl
anning Director may approve temporary buildings and structures for an initial 2-year period, which shall be granted pursuant to Section 4.03.015 (Administrative Use Permits) of this Development Code. The time in which the approval expires may be extended by the Reviewing Authority for a maximum of 2 one-year periods.

2. Te mporary buildings and structures requeste d for periods in excess of the maximum 4 years allowed pursuant to Paragraph E.1, above, may be allowed for periods not to exceed a 332
Division 5.03—Supplemental Land Use Regulations
(Rev. 01.20.202603.03.2026) Page 5.03-116 Ontario Development Code total of 10 years, subject to Conditional Use Permit approval, granted pursuant to Section 4.02.015 (Conditional Use Permits) of this Development Code.

3. In approving temporary buildings and structures, the Reviewing Authority may re
quire the installation of certain minimum impr ovements, such as paved parking, lighting and landscaping, and other improvements necessary to ensure and protect the public health, safety, and/or welfare.

4. The project proponent shall remove the te mporary building(s) or structure(s), and any appurtenances thereto, from the affected property within 30 days following the expiration of project approval.

5. To ensure removal of a temporary buildin g or structure, and all appurtenance s
th
ereto, within the required period, the Reviewing Authority may require the project proponent provide a performance guarantee pursuant to Division 2.06 (Performance Guarantees) of this Development Code, in the amount of $10,000. The performance guarantee may be utilized by the City to pay any fees and costs incurred by the City, which is associated with the enforcement Paragraphs F.1 and F.3, above, and any conditions of Administrative Use Permit or Conditional Use Permit approval, as applicable, imposed by the Reviewing Authority.

F. Temporary Facilities. Temporary facilities, such as park ing lots for interim use, may be
allowe
d within any residential, commercial, mixe d-use, industrial, specialized use, or overla y zoning district, subje
ct to the following:

1. The
Planning Director may approve temporary facilities for an initial 2-year period, which shall be granted pursuant to Section 4. 03.015 (Administrative Use Permits) of this Development Code. The time in which the approval expires may be extended by the Planning Director a maximum of 2 one-year periods.

2. Temporary facilities requested for periods in excess of the maximum 4 ye ars
allowe
d pursuant to Paragraph E.1, above, may be allowed for periods not to exceed a total of 10 years, subject to Conditional Use Permit approval, granted pursuant to Section 4.02.015 (Conditional Use Permits) of this Development Code.

3. In approving a temporary facility, the Reviewing Authority may require the
inst
allation of certain minimum improvements, such as paved parking, lighting and landscaping, and other improvements necessary to ensure an d protect the public health, safety, and/or welfare.

4. The project proponent shall remove the temporary facility and all appurtenances th
ereto from the affected property within 30 days following the expiration of the Administrative Use Permit.

5. To ensure removal of a temporary facility and all appurtenances thereto within the req
uired period, the Reviewing Authority may require the project proponent provide a performance guarantee pursuant to Division 2.06 (Performance Guarantees) of this Development Code, in the amount of $10,000. The performance guarantee may be utilized by the City to pay fees and costs incurred by the City, associated with the enforcement of Paragraphs E.1 and E.3, above, and any conditions of Ad ministrative Use Permit or Conditional Use Permit approval, as applicable, imposed by the Reviewing Authority.
333
Division 5.03—Supplemental Land Use Regulations
Ontario Development Code Page 5.03-117 (Rev. 01.20.202603.03.2026) G. Temporary Outdoor Activities, Displays, Events, and Sales. Temporary outdoor sales, displays, and activities may be allowed within any commercial, mixed-use, industrial , or spe
cialized use zoning district, and within resident ial zoning districts in conjunction with a legally established religious assembly land use, subject to the approval of an Administrative Use Permit pursuant to Section 4.03.015 (Administrative Use Permit) of this Development Code, and are further classifie
d as follows:

1. Retail Sales Events and Other Similar Business Events. Retail sales events and othe r similar business events, including but not limited to special outdoor sales, sidewalk sales, and parking lot sales, are subject to the following:
a. A retail sales event or other similar business event shall only be allowed in conjunction with a legally established business that has been operated for a period of at least 180 days prior to the retail sales event or other similar business event. b. Retail sales events and other similar business events shall be limited to 12 , one-week periods per calendar year, per business location. The one-week periods may be used consecutively, with a mandatory down time of one week between each 6-week period Retail sales events and other similar business events sh all be limited to a maximum of 10 events per calendar year (maximum of 20 days/calendar year), for each commercial center, office, or industrial/business park complex. Each event may occur for a maximum of 2 consecutive days and each additional event (maximum of 2 consecutive days) after the initial event shall count towards the 10-event annual maximum, even when events are held on consecutive days. The annual event maximum shall apply collectively to all tenants within the commercial center, office, or industrial/business park complex. For the purpos es of this section, a commercial center, office or industrial/business park complex shall be consid ered a single site, regardless of the number of parcels, property owners, or tenants within the development area. c. The o
utdoor display of merchandise shall be restricted to an area directly adjacent to the business' exterior storefront; howeve r, in the case of shopping centers, when it is not practical for the outdoor display area to be lo cated directly adjacent to the business front, the sale area shall be located in an area as clos e as practically possible, to the business' exterior storefront.
d. The display of merchandise shall not impede pedestrian or vehicula r circulation.

e. All merchandise, materials, signs, and debris shall be remove d from the ou
tdoor area by 9:00 AM following the last day of the retail sales event.

2. Holiday Retail Sales. Holiday retail sales include Christmas tree and pumpkin sale s, and shall be limited to 30 days duration, 2 times per calendar year, for each business location.

3. Shows and Exhibits. Religious, historic, patriotic, or other similar outdoor displays may be permitted within a yard, parking lot or landsc aped area, by or for the benefit of nonprofit organizations, subject to the following:
a. Shows and exhibits shall be limited to 30 days duration within any 90-day period.
b. The show or exhibit shall not impede pedestrian or vehicular traffic. 334
Division 5.03—Supplemental Land Use Regulations
(Rev. 01.20.202603.03.2026) Page 5.03-118 Ontario Development Code c. Shows and exhibits shall not be conducted within 1,000 FT of any residential land use, as measured in a straight line from any point along the outer boundaries of the property containing the show or exhibit. This separati on requirement may be reduced by the Planning Director, provided the type and size of event proposed could in no way adversely affect residential land uses.
d. All equipment, materials, signs, and debris shall be remove d from the ou
tdoor area by 9:00 AM following the last day of the display.

4. Amusement and/or Sporting Events. Bazaars, circuses, carnivals, rodeos, pony rides and other similar temporary amusement and/or sporting events may be permitted, subject to the following:
a. Events shall be limited to 2 periods of 7 days duration per calendar year, for each
event location. The 2 event periods may be used consecutively. b. Events shall not be conducted within 1,000 FT of any residential zoning district, as measured in a straig ht line from any point along the ou ter boundaries of the property or lease space containing the event. This separation requirement may be reduced by the Planning Director, provided the type and size of event proposed could in no way adversely affect residential land uses.
c. All equipment, materials, signs, and debris shall be removed from the event l
ocation by 9:00 AM following the last day of the event.

5. Tent Revivals. Tent revivals and other si milar temporary events involving the large assemblage of people and/or equipment within a temporary structure or in the open air, may be permitted, subject to the following:
a. Tent revivals shall be limited to 2 periods of 7 days duration per calend ar year, f
or each event location. The 2 event periods may be used consecutively. b. Tent revivals shall not be conducted wi thin 1,000 FT of any reside ntial land us
e, as measured in a straight line from any point along the outer boundaries of the property or lease space containing the tent revival. This separation requirement may be reduced by the Planning Director, provided the type and size of event proposed could in no way adversely affect residential land uses.
c. All equipment, materials, signs, and debris shall be removed from the event l
ocation by 9:00 AM following the last day of the event.

6. Charitable and Fund Raising Events. Fund raising even ts for charitable organizations and other non-profit organizations, such as churches, schools, clubs, and other similar organizations, may be permitted to hold special outdoor fund raising events, hosted by and in conjunction with a legally established commerc i a l o r i n d u s t r i a l l a n d u s e s , s u b j e c t t o t h e following:
a. Charitable and fund raising events shall be limited to 12 events pe r
cal
endar year per location, not to exceed one ev ent per month. Events shall be limited to a maximum of 4 days duration.
335
Division 5.03—Supplemental Land Use Regulations
Ontario Development Code Page 5.03-119 (Rev. 01.20.202603.03.2026) b. Charitable and fund raising events sha ll be restricted to an area directly adjacent to th
e host business' exterior; however, when it is impractical for the event to be located directly adjacent to the host business, such as in the case of a commercial shopping center, the event shall be located in an area as close as practically possible to the host business' exterior. c. Charitable and fund raising events shall not impede pedestrian or vehicular circulation.

d. All equipment, materials, signs, and debris shall be removed from the event l
ocation by 9:00 AM following the last day of the event.

H. Temporary Produce Stands. Temporary produce stands may be established and operated pursuant to the requirements of 5.03.410.E.2.d (Community Garden On-S ite Produce Sales) and

5.03.410.F.d.2 (U
rban Farm On-Site Produce Sales) of this Division.

I. Temporary Real Estate Sales,
Lease and Rental Offices. Temporary real estate sales, lease, and rental offices may be allowed within any residential, commercial, mixed-use, indu strial, speci
alized use, or overlay zoning district, subject to the following:

1. A
temporary real estate sales, lease, or rental office shall be located a minimum of 200 FT from any existing dwelling outside of the subdivision or development project.

2. A temporary real estate sale s, lease, or rental office may be established within a mode
l dwelling, or within a temporary structure specifically designed for the use and approved pursuant to Subsection E (Temporary Office Structures) of this Section.

3. A certificate of occupancy for a temporary real estate sales, lease, or rental office shall not be issued until after a subdivision has been recorded with the San Bernardino County Recorder, or a building permit has been issued for a multiple-family development project.

4. Temporary real estate sales, lease, or rental offices shall be removed from the site within 30 days following the sale, lease, or rental of the last dwelling unit.

5. Comply with all provisions of Division 8.1 (Sign Regulations) pertaining to temporary real estate sales, lease,
and rental signs.

J. Temporary Wireless Telecommunications Facilities. Temporary wireless telecommunications facilities may be allowed to fulfill short-term wireless capacity and/or coverage needs of the community, resulting from special activities or events for which a Temporary Use Permit has been approved, or to serve areas experiencing short-term population increases which the existing wireless telecommu nications system cannot adequately support, such as seasonal retail sales, and other City-supported activities/events.

1. The Planning Director may approv e short-term temporary wirele ss t
elecommunications facility pursuant to Section 4.03.015 (Administrative Use Permits) of this Development Code. Should the City determine that a temporary wireless telecommunications facility is needed to fulfill the short-term wireless capacity and coverage needs of the community, an application for the short-term temporary wireless telecommunications facility, and applicable processing fees, shall be submitted for review and approval by the City. Furthermore, the following shall be imposed as a condition of application approval:
336
Division 5.03—Supplemental Land Use Regulations
(Rev. 01.20.202603.03.2026) Page 5.03-120 Ontario Development Code a. The short-term temporary wireless telecommunications facility may remain in place for a period of 90 days from date of in stallation. The time in wh ich the approval expires may be extended for a maximum of 2 periods of 90 days duration, each, for a total of 270 days. b. Engineered plans and drawings (if required) to erect the temporary wireless telecommunications facility are to be submitted to the Building and Planning Departments for review and approval. All applicable building permits shall be required. c. If a generator is to be provided to operate or provide backup power to the t
emporary wireless telecommunications facility, all applicable requiremen ts of OMC Chapter 29 (Noise) of Title 5 (Public Welfare, Morals and Conduct) shall be complied with.

An agreement with the City and the posting of a $10,000 bond shall be required for any short-term temporary wireless telecommunications facilit y. The agreement shall state the applicant's concurrence with the temporary nature of the permit and the acceptance of the conditions of approval. The bond shall secure the applicant' s obligations to immediately remove approved facility upon expiration of the use permit. (Note: The bond requirement may be waived by the Development Agency Director.)
K. Temporary Truck Parking Facilities. Temporary truck parking facilities for interim use, may be
allowed within the IND (Industrial), BP (Bus iness Park), and GC (General Commercial) Polic y Pl
an land use designations, and the AG (Agricultural) zoning district, subject to the following:

1. Temporary truck parking facilities may be allowed in the general area sout h of Schae
fer Avenue, north of Merrill Avenue, east of Euclid Avenue, and west of the Cucamonga Creek Flood Control Channel.

2. Temporary truck parking facilities shall only be allowed on owner occupied parcels.

3. The
Planning Director may approve temporary truck parking facilities for an initial 2-year period, which shall be granted pursuant to Section 4.03.015 (Administrative Use Permits) of this Development Code. The time in which the approval expires may be extended by the Planning Director a maximum of 2 one-year periods.

4. Te
mporary truck parking facilities requested for periods in excess of the maximum 4 years allo
wed pursuant to Paragraph K.3, above, may be allowed for periods not to exceed a total of 10 years, subject to Conditional Use Permit approval, granted pursuant to Section 4.02.015 (Conditional Use Permits) of this Development Code.

5. In approving a temporary truck parking facility, the Reviewing Authority may re
quire the installation of certain minimum impr ovements, such as paved parking, lighting and landscaping, and other improvements necessary to ensure and protect the public health, safety, and/or welfare.

6. The project proponent shall remove the temporary truck parking facility and all appurtenances thereto from the affected property within 30 days following the expiration of the Administrative Use Permit.

7. To ensure removal of a temporary truck parking facility and all appurtenances thereto within the required period, the Reviewing Authority may require the project proponent provide a performance guarantee pursuant to Division 2.06 (Performance Guarantees) of this Development Code, in the amount of $10,000. The performance guarantee may be utilized by 337
Division 5.03—Supplemental Land Use Regulations
Ontario Development Code Page 5.03-121 (Rev. 01.20.202603.03.2026) the City to pay fees and costs incurred by the City, associated with the enforcement of Paragraphs K.3 and K.5, above, and any conditions of Administrative Use Permit or Conditional Use Permit approval, as applicable, imposed by the Reviewing Authority.

5.03.400: Thrift and Secondhand Stores, and Used Goods Stores The
on-site collection of salvageable personal property in conjunction with thrift and secondhand stores, and used goods stores, shall be prohibited, except as allowed by Section 5.03.320 (Personal Property Collection Bins) of this Division.

5.03.403: Single-Family Two-Unit Projects
A. Purpose. The
purpose of this Section is to allo w and appropriately regu late Single-Family Two-U
nit Projects pursuant to GC Section 65852.21.

B. Definition. A "Single-Family Two-Unit Project" means the development of two primary dwelling units or, if there is already a primary dwelling unit on the lot, the development of a second primary
dwelling unit on a legally subdivided lot pursuant to the requirements of this Section.

C. Application.

1. Only
individual property owners may apply for a Two-Unit Project. "Individua l property o
wner" means a natural person holding fee title individually or jointly in the person's own name or a beneficiary of a trust that holds fee ti tle. "Individual property owner" does not include any corporation or corporate person of any kind (partnership, LP, LLC, C corporation, S corporation, etc.) except for a community land trust (as defined by Revenue and Taxation Code Section 402.1(a)(11)(C)(ii)) or a qualified nonprofit corporation (as defined by Section 214.15).

2. An application for a Two-Unit Project shall be submitted on a City application form.

3. The
applicant shall obtain a certificate of compliance with the Subdiv ision Map A
ct for the lot and provide the certificate with the application.

4. Only a complete application will be considered. The City will inform the applicant in writing of any
incompleteness within 30 days following application submittal.

5. The City may establish a fee to recover its costs for adopting, implementi ng, and e
nforcing this Section of the Development Code, pursuant to applicable law. The City council may establish and change the fee by resolution. The fee shall be paid with the application.

D. Approval.

1. A
n application for a Two-Unit Project is approved or denied ministerially, by th e Planning Director, wi
thout discretionary review.

2. The ministerial approval of a Two-Unit Project does not take effect until the City has confirme
d that all required documents have been recorded, such as the deed restriction and easements.
338
Department: Management Services
Prepared By: Vanny Khu
Staff Member Presenting: Jordan Villwock,
Deputy City Manager
Approved By:

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

AN ADMINISTRATIVE SERVICES AGREEMENT WITH THE ANIMAL RESOURCE

CENTER OF THE INLAND EMPIRE FOR ADMINISTRATIVE SUPPORT SERVICES

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or designee, to execute an Administrative Services Agreement with the Animal Resource Center of the Inland Empire (ARC), of Ontario, California, for administrative support services provided by the City of Ontario for a total not-to-exceed amount of $400,000 over a two-year term.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The proposed Agreement will result in cost reimbursement to the City of Ontario for administrative services provided to ARC. The total not-to-exceed amount of the Agreement is $400,000 over a two-year term, equivalent to $16,666 per month. Appropriations and corresponding revenues attributable to the City of Ontario will be included in the City’s annual budget as part of the normal budget process.

BACKGROUND & ANALYSIS:

The City of Ontario currently provides administrative support services to ARC. These services ensure continuity of operations, strengthen organizational capacity, and support ARC’s mission to deliver animal care and control services to its member jurisdictions. Staﬀ recommends the continuation of providing the following administrative support services to ARC:

Staffing of the Officers through the Board Secretary and Treasure/Controller positions Human Resources/Risk Management services
Information Technology services and support
Financial services
Fleet services
Facilities management services
Project management services
The cost to ARC for these services is $16,666 per month. This arrangement allows ARC to leverage the City of Ontario’s established administrative infrastructure, ensuring eﬃcient operations and responsible stewardship of public resources while supporting service delivery to the communities served by ARC. 339
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350
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353
Department: Police Department
Prepared By: Lizceth Zazueta
Staff Member Presenting: Rudy Lopez, Chief of
Police
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 18
SUBJECT:

INTRODUCTION OF AN ORDINANCE ADDING CHAPTER 34 (FLAVORED TOBACCO; NITROUS OXIDE) TO TITLE 5 (PUBLIC WELFARE, MORALS AND CONDUCT) OF THE

ONTARIO MUNICIPAL CODE, PROHIBITING THE SALE OF FLAVORED TOBACCO

AND NITROUS OXIDE WITHIN THE CITY

CITY OF ONTARIO
Agenda Report
March
3, 2026
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council introduce and waive further reading of an Ordinance prohibiting the sale of ﬂavored tobacco, oil burners, nitrous oxide, and certain kratom products within the City.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

There is no direct fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

In 2020, the California Legislature passed, and the Governor approved, Senate Bill 793, which enacted a statewide prohibition on the sale of ﬂavored tobacco products to a person under 21 years of age. Despite that prohibition, the City has continued to see a rise in the use of ﬂavored tobacco products. Moreover, the City has similarly seen an increase in the recreational use and abuse of nitrous oxide, an odorless, colorless chemical that can be inhaled and is often colloquially known as "laughing gas," "NOX," "galaxy gas," or "whippits". Nitrous oxide is legitimately used as a pain reliever and sedative for dental and medical procedures, as a performance enhancer for cars, and as a culinary ingredient. While it is unlawful to inhale nitrous oxide recreationally or provide nitrous oxide to another when a seller knows, or should know, that the buyer intends to inhale or ingest the substance recreationally, it is prevalent in smoke shops as sellers use a "Don't ask, don't tell" approach. The proposed Ordinance empowers law enforcement to address issues related to ﬂavored tobacco products and nitrous oxide. The Ordinance goes further than the restrictions imposed by SB 793, prohibiting entirely the sale of ﬂavored tobacco products within City limits. As part of that ban, the Ordinance would prohibit the sale or display of so-called "oil burners" which are a glass smoking pipe used to inhale vaporized oils or other concentrates. The Ordinance also imposes a similar ban on nitrous oxide, with exceptions for legitimate uses as permitted under State law. Kratom and 7-OH Products: Kratom is a tropical tree native to Southeast Asia. Kratom leaves contain psychoactive compounds, including mitragynine 354
and 7-hydroxymitragynine, which can produce stimulant eﬀects at low doses and sedative eﬀects at high doses. According to the Drug Enforcement Administration (DEA) and the National Institutes of Health (NIH), kratom use has been associated with a range of adverse health impacts, including psychotic symptoms, dependence, and numerous side eﬀects such as nausea, vomiting, sweating, tachycardia, seizures, hallucinations, and hepatotoxicity. According to the DEA, the abuse of kratom has increased markedly in recent years. Although kratom is often marketed for relief of pain, anxiety, opioid withdrawal, and fatigue, there are no FDA-approved medical uses for the substance.

The FDA continues to monitor reports of adverse events, and current data suggest kratom's opioid- like properties may expose users to risks of addiction, abuse, and dependence. Kratom is not currently regulated at the federal level, nor is it prohibited statewide in California. The proposed Ordinance would prohibit the sale or distribution of kratom or 7-OH products: 1. To a person under the age of 21 2. with a level of 7-hydroxymitragynine that is greater than 2 percent of the total kratom alkaloids; and 3. with packaging that makes a kratom or 7-OH product attractive to children.

A number of California cities and counties have adopted similar ordinances prohibiting the sale and distribution of kratom and 7-OH, including: Orange County, Riverside County, Newport Beach, San Diego, and Oceanside. Violations of the Ordinance would be declared a nuisance, subject to the nuisance abatement process, and would be punishable as a misdemeanor under the City's Code.

Businesses engaged in the unlawful sale of ﬂavored tobacco products, oil burners, nitrous oxide, or kratom products would be grounds for revocation of a business license. ENVIRONMENTAL IMPACT:

The proposed action is not subject to the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3) in that the proposed Ordinance is not anticipated to result in a direct or reasonably foreseeable indirect physical change in the environment, nor will the proposed changes have the potential for causing a signiﬁcant eﬀect on the environment.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, ADDING CHAPTER 34 (FLAVORED TOBACCO; NITROUS OXIDE) TO TITLE 5 (PUBLIC WELFARE, MORALS AND CONDUCT) OF

THE ONTARIO MUNICIPAL CODE, PROHIBITING THE SALE OF

FLAVORED TOBACCO , NITROUS OXIDE , AND KRATOM PRODUCTS

WITHIN THE CITY , AND FINDING THE ORDINANCE TO BE EXEMPT FROM CEQA.

THE CITY COUNCIL OF THE CITY OF ONTARIO FINDS AND
DECLARES:

WHEREAS, pursuant to the authority granted to the City of Ontario (“City”) by Article XI, Section 7 of the California Constitution, the City has the police power to regulate the use of land and property within the City in a manner designed to promote publi c convenience and general prosperity, as well as public health, welfare, and safety; and,

WHEREAS, under Federal and state law the City is authorized to regulate tobacco sales; and,

WHEREAS, a primary mission of the City Council is to preserve public health and safety and failure of tobacco retailers to comply with all tobacco control laws, presents an imminent threat to the public health, safety, and welfare of the residents of the City of Ontario; and,

WHEREAS, there are over 8 million tobacco-related deaths per year, according to the World Health Organization (WHO), making tobacco use one of the biggest worldwide public health threats;1 and

WHEREAS, the California Legislature has recognized the danger of tobac co use and has made reducing youth access to tobacco products a high priority, as evidence d by the Legislature’s declaration that “smoking is the single most important source of preventable disease and premature death in California”2; and

WHEREAS, in 2020, the California Legislature passed, and the Governor Approved, Senate Bill 793 (“SB 793”), which enacts a statewide prohibition on the sale of flavored tobacco products to a person under 21 years of age, and permits local agencies to adopt and implement local ordinances that impose greater restrictions on the access to tobacco products; and

WHEREAS, nitrous oxide is an odorless, colorless chemical that can be inhaled for legitimate purposes, including medical or dental procedures in a clinical settin g, industrial purposes, and as a propellant for food products; and

1 https://iris.who.int/bitstream/handle/10665/372043/9789240077164-eng.pdf?sequence=1 (pg. xxiv) 2 California Health and Safety Code section 104350(a)(1). 356
WHEREAS, nitrous oxide is also subject to recreational misuse and abuse, in part because it is easy to purchase from retail vendors and is relatively inexpensive; and

WHEREAS, the recreati onal misuse and abuse of nitrous oxide can cause permanent vitamin deficiencies in the blood, and can cause long -term neurological effects, including paralysis and death; and

WHEREAS, possession of nitrous oxide with the intent to breathe, inhale, or ingest for the purpose of causing intoxication is a misdemeanor pursuant to California Penal Code section 381(b); and

WHEREAS, selling, furnishing, administering, distributing, or giving away nitrous oxide, or offering to do so, to a person under 18 years of age is a misdemeanor offense under California Penal Code section 381(c); and

WHEREAS, despite state regulation of the sale and use of nitrous oxide, sellers who know or should know that their customers purchasing nitrous oxide intend to breathe, inhale, or ingest the substance, continue to sell nitrous oxide using a "don't ask, don't tell" approach. Often, the amounts of nitrous oxide being sold are too small for legitimate medical, industrial, or culinary use. Nitrous oxide is also sold in colorful canisters with names such as " Galaxy Gas," which come in a variety of flavors; and

WHEREAS, kratom (Mitragyna speciosa) is a tropical tree native to Southeast Asia, and its leaves are ofte n consumed in powdered or extract form for their stimulant and sedative effects; and

WHEREAS, the active compounds in kratom include mitragynine and 7 - hydroxymitragynine (“7-OH”). While mitragynine is present in higher concentrations, 7 - OH is more potent and is largely responsible for the stronger pain-relieving, sedative, and euphoric effects; and

WHEREAS, 7-OH is believed to be more potent tha n morphine in terms of pain relief. Research has shown that it binds to opioid receptors in the brain with greater affinity than morphine, 3 making it significantly more powerful in relieving pain. This greater potency raises significant concerns about its safety profile, especially regarding the potential for addiction, overdose, and adverse physical and psycho logical effects, including nausea, vomiting, and potential psychosis.4 These risks are compounded when products contain higher concentrations of 7-OH; and

WHEREAS, scientific research and health advisories have raised concerns over the safety of kratom products, particularly those with higher concentrations of 7-OH, which may increase the potential for abuse, addiction, and harm; and

3 U.S. Food & Drug Administration, Consumer Updates, “Products Containing 7-OH Can Cause Serious Harm” (July 29, 2025) https://www.fda.gov/consumers/consumer-updates/products-containing-7-oh-can-cause-serious- harm.
4 America’s Poison Centers, News & Alerts, “Health Advisory: Serious Illnesses Associated with 7-OH Use“ (Aug. 12, 2025) https://poisoncenters.org/news-alerts/13531044. 357
WHEREAS, a number of local governments across California and the United States have taken efforts to regulate or ban kratom products, particularly those with higher concentrations of 7-OH, in order to protect public health and safety; and

WHEREAS, the City desires to regulate the sale of flavored tobacco, nitrous oxide, and kratom products in order to preserve and protect public health and to dissuade sellers of these products; and

WHEREAS, prior to adoption, the City gave public notice of a City Council p ublic hearing to consider this Ordinance as required by law; and,

WHEREAS, the City Council conducted a hearing on _________________, 2026, at which members of the public were afforded an opportunity to comment on this Ordinance, the recommendations of staff, and other public testimony; and

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

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF ONTARIO DOES ORDAIN AS FOLLOWS:

SECTION 1. The recitals above are true and correct and are hereby incorporated herein by this reference.

SECTION 2. The Ontario Municipal Code is hereby amended to add a new Chapter 34 (“Flavored Tobacco ; Nitrous Oxide ; Kratom Products ”) to Title 5 (“Public Welfare, Morals and Conduct”) to state, in full, as follows:

CHAPTER 34: FLAVORED TOBACCO; NITROUS OXIDE; KRATOM

PRODUCTS

Sec. 5-34.01. Definitions.

For the purposes of this chapter, unless otherwise apparent from the context, certain words and phrases used in this chapter are defined as follows:
(a) “7-OH product” means a product containing 7-hydroxymitragynine.

(b) “Attractive to children” means any of the following:

1. Use of images that are attractive to children, including, but not limited to, images of any of the following, except as part of required health warnings:

i. Cartoons, toys, or robots.

ii. Any real or fictional humans.

iii. Fictional animals or creatures.

iv. Fruits or vegetables, except when used to accurately describe ingredients or flavors contained in a product.
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2. Likeness to images, charact ers, or phrases that are popularly used to advertise to children.

3. Imitation of candy packaging or labeling, or other packaging and labeling of cereals, sweets, chips, or other food products typically marketed to children.

4. The terms “candy” or “candies” or variants in spelling such as “kandy” or “kandee.”

5. Brand names or close imitations of brand names of candies, cereals, sweets, chips, or other food products typically marketed to children.

6. Any other image or packaging that is easily confused with comme rcially available foods that do not contain kratom and are typically marketed to children.

7. Anything else that is attractive to children in light of all relevant facts and circumstances.

(c) “Characterizing Flavor” means a taste or aroma, other than the taste or aroma of tobacco, imparted either prior to or during consumption of a tobacco product or any byproduct produced by the tobacco product, including, but not limited to, tastes or aromas relating to menthol, mint, wintergreen, fruit, chocolate, vanilla, h oney, candy, cocoa, dessert, alcoholic beverage, herb, or spice; provided, however, that a tobacco p roduct shall not be determined to have a characterizing flavor solely because of the use of additives or flavorings or the prov ision of ingredient information.

(d) “Flavored Tobacco Product” means any tobacco product that imparts a Characterizing Flavor.

(e) “Kratom leaf” means the leaf of the kratom plant, also known as mitragyna speciosa, any form.

(f) “Kratom leaf extract” means the material obtained by extraction of kratom leaves by any means.

(g) “Kratom product” means a product consisting of kratom leaf, kratom leaf extract, or both.

(h) “Labeling” means written, printed, or graphic matter upon any Tobacco Product or Nitrous Oxide Device or any of its p ackaging, or acc ompanying such T obacco Product or Nitrous Oxide Device.

(i) “Nitrous Oxide” means the colorless nonflammable gas sometimes identified as N20, which is sometimes used in aerosols and sometimes used as an anesthetic, and which, when inhaled, produces loss of se nsibility to pain, often preceded by 359
exhilaration and laughter and often used as an anesthetic in dentistry. Nitrous oxide is often informally or colloquially referred to as "laughing gas," "NOX," "galaxy gas," "whippits," amongst others.

(j) “Nitrous Oxide Device” means any cartridge, compressed gas cylinder, apparatus, container, balloon, attachment, nozzle, or other object used to contain, dispense or administer nitrous oxide.

(k) “Oil Burner” means a glass smoking device that allows users to i nhale vaporized oils or other concentrates.

(l) “Package” or “Packaging” means a pack, box, carton, or container of any kind or, if no other container, any wrapping (including cellophane) in which a tobacco product is sold or offered for sale to a consumer.

(m) “Person” means any natural person, partnership, cooperative association, corporation, personal representative, receiver, trustee, assignee, or any other legal entity.

(n) “Sale” or “Sell” means any transfer, exchange, barter, gift, offer for sale, or distribution for a commercial purpose, in any manner or by any means whatsoever.

(o) “Tobacco Product” means:

1. any product containing, made, or derived from tobacco or nicotine that is intended for human consumption, whether smoked, heated, chewed, absorbed, dissolved, inhaled, snorted, sniffed, or ingested by any other means, including, but not limited to cigarettes, cigars, little cigars, chewing tobacco, pipe tobacco, and snuff.

2. any electronic device that delivers nicotine or other substances to the person inhaling from the device, including, but not limited to, an electronic cigarette, electronic cigar, electronic pipe, or electronic hookah.

3. Notwithstanding any provision of subsections (1) and (2) to the contrary, “Tobacco product” includes any component, part, or accessory intended or reasonably expected to be used with a Tobacco Product, whether or not sold separately. “Tobacco product” does not include drugs, devices, or combination products authorized for sale by the United States Food and Drug Administration, as those terms are defined in the Fede ral Food, Drug and Cosmetic Act.

(p) “Tobacco Product Flavor Enhancer” means a product designed, manufactured, produced, marketed, or sold to provide a characterizing flavor when added to a tobacco product.

(q) “Tobacco Retailer” means any person who sells, offers for sale, or does or offers to exchange for any form of consideration, tobacco, tobacco products, or tobacco 360
paraphernalia. “Tobacco retailing” shall mean the doing of any of these things. This definition is without regard to the quantity of tobacco products or tobacco paraphernalia sold, offered for sale, exchanged, or offered for exchange.

(r) “Total kratom alkaloids” means the sum of mitragynine, speciociliatine, speciogynine, paynantheine, and 7-hydroxymitragynine in a kratom product.

Sec. 5-34.02. Sale of flavored tobacco products prohibited. (a) It shall be a violation of this C hapter for any person to sell or offer for sale, to display for sale, or to possess with intent to sell or offer for sale, any flavored tobacco product or tobacco product flavor enhancer.

(b) There shall be a rebuttable presumption that a tobacco retailer in possession of four or more flavored tobacco products, including, but not limited to, individual flavored tobacco products, packages of flavored tobacco products, or any combination thereof, possesses such flavored tobacco products with intent to sell or offer for sale.

(c) There shall be a rebuttable presumption that a tobacco product is a flavored tobacco product if a tobacco retailer, manufacturer, or any employee or agent of a tobacco retailer or manufacturer has:

1. Made a public statement or claim that the tobacco product imparts a characterizing flavor;

2. Used text and/or images on the tobacco product’s labeling or packaging to explicitly or implicitly indicate that the tobacco product imparts a characterizing flavor; or

3. Taken action directed to consumers that would be reasonably expected to cause consumers to believe the tobacco product imparts a characterizing flavor.

Sec. 5-34.03. Sale of oil burners prohibited.
(a) It shall be a violation of this Chapter for any tobacco retailer or any of the tobacco retailer’s agents or employees to sell or offer for sale, to display for sale, or to possess with intent to sell or offer for sale, any oil burners or colored glass oil burner pipes.

Sec. 5-34.04. Sale or distribution of Nitrous Oxide prohibited. (a) Except as otherwise authorized by law or allowed under this Chapter, it shall be unlawful for any person to sell, attempt to sell, offer for sale, permit to be sold, display for sale, distribute or otherwise pro vide to any person Nitrous Oxide, a Nitrous Oxide Device, or any device that contains any quantity of Nitrous Oxide.

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(b) This Section does not prohibit the sale, attempt to sell, offer for sale, permit to be sold, display for sale, distribution, or any other manner of providing Nitrous Oxide, or a Nitrous Oxide Device, in the following circumstances:

1. If the nitrous oxide is contained in a food product for use as a propellant.

2. If the nitrous oxide or device is being sold, attempted to be sold, offered, or distributed in a wholesale capacity, for uses similar to those described in subsection (d) of Section 5.34. 05. This exemption only applies if the wholesaler does not know or have reason to know that the recipient intends to use the Nitrous Oxide or Nitrous Oxide Device in violation of subsection (a) above.

3. If the Nitrous Oxide or Nitrous Oxide Device that is being sold, attempted to be sold, offered, or distributed is specifically designed for use in a vehicle to enhance the performance of the vehicle.

4. If the Nitrous Oxide is being sold, attempted to be sold, offered, or distributed specifically for the purpose of providing medical or dental care, by or at the direction and under the supervision of, a medical or dental practitioner licensed by the State of California and in accordance with all applicable rules and regulations.

5. If the Nitrous Oxide or Nitrous Oxide Device is being sold, attempted to be sold, offered, distributed, or dispensed by a pharmacist, pharmacist intern, or pharmacy as defined by sections 4030, 4036, and 4037 of the California Business & Professions Code , as may be amended, in the course of their duties as a pharmacist or pharmacist intern, or wholesalers licensed by the Board of Pharmacy.

6. Any other circumstances exempted under law.

Sec. 5-34.05. Prohibition on sale and distribution of kratom and 7-OH products. (a) Except as otherwise authorized by law, it shall be unlawful for any person to sell, attempt to sell, offer for sale, permit to be sold, display for sale, distribute or otherwise provide to any person a kratom product or 7-OH product to any person under 21 years of age.

(b) Except as otherwise authorized by law, it shall be unlawful for any person to sell, attempt to sell, offer for sale, permit to be sold, display for sale, distribute or otherwise provide to any person a kratom product or 7-OH product with a level of 7-OH that is greater than 2 percent of the total kratom alkaloids in the product.

(c) Except as otherwise authorized by law, it shall be unlawful for any person to sell, attempt to sell, offer for sale, permit to be sold, display for sale, distribute or 362
otherwise provide to any person a kratom product or 7-OH product that is attractive to children.

(d) No person or entity shall offer for sale any kratom product that contains or is adulterated with synthesized or semi-synthesized kratom alkaloids or kratom constituents.

Sec. 5-34.06. Violations and penalties.
(a) The remedies provided by this Chapter are cumulative and in addition to any other remedies available at law or in equity.
(b) Any person violating any provision of this Chapter shall be guilty of a misdemeanor, as defined by subsection (c) of Section 1 -2.01 of this Code, for each day such violation continues.
(c) In addition to other remedies provided by this Chapter or by other law, any violation of this Chapter may be remedied by a civil action bro ught by the city attorney, including, for example, administrative or judicial nuisance abatement proceedings, civil code enforcement proceedings, and suits for injunctive relief. (d) Any person violating the provisions of this Chapter shall also be liable for civil penalties of not less than two hundred fifty dollars ($250) and not exceeding one thousand dollars ($1,000) for each day the violation continues. (e) A violation of this Chapter shall additionally be grounds for a revocation of a business license, if applicable, pursuant to Section 3-1.131 of this Code. (f) Causing, permitting, aiding, abetting, or concealing a violation of any provision of this Chapter shall also constitute a violation of this Chapter. (g) Violations of this Chapter are hereby declared to be public nuisances.

SECTION 3. Severability. If any section, subsection, subdivision, sentence, clause, or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases be declared unconstitutional, invalid or ineffective.

SECTION 4. Effective Date. This Ordinance shall become effective thirty (30) days after its adoption by the City Council.

SECTION 5. CEQA. The City Council finds that adoption of this Ordinance is exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Section 15061(b)(3) in that the Ordinance is not anticipated to result in a direct or reasonably foreseeable indirect physical change in the environment, nor will the proposed changes have the potential for causing a significant eﬀect on the environment.

Additionally, the proposed action is not a "project" under State CEQA Guidelines Section 15378(b)(5), which excludes the "organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment" as the Ordinance is not anticipated to result in a direct or indirect physical change in the environment.
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SECTION 6. Publication. The Mayor shall sign this Ordinance and t he 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 fifteen (15) days of 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.

PASSED, APPROVED, AND ADOPTED this ________ day of _________ 2026.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

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 adopted at the regular meeting held ___________, 2026 by the following roll call vote, to wit:

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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)

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Ontario City CouncilMarch 3, 2026

Ontario City Council
March 3, 2026