Agenda packet — Ontario City Council, April 7, 2026 (part 1 of 3)

CITY OF ONTARIO
Regular City Council/Housing
Authority/Ontario Public Financing Authority
Meeting
APRIL 7, 2026
City Hall
303 East B Street, Ontario, CA 91764
MAYOR PAUL S. LEON • MAYOR PRO TEM ALAN D. WAPNER
COUNCIL MEMBERS JIM W. BOWMAN, DEBRA PORADA AND DAISY MACIAS CITY CLERK SHEILA MAUTZ • TREASURER JAMES R. MILHISER
CITY MANAGER SCOTT OCHOA • CITY ATTORNEY RUBEN DURAN

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL
All documents for public review are on file with the Records Management/City Clerk's Department located at 303 East B Street, Ontario, CA 91764.

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

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

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

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

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

CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 1 ACCOMMODATIONS
If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's office at 909-395-2009. Notification of 48 hours prior to the meeting will help the City make reasonable arrangements. Equipment for the hearing impaired is available in the Records Management Office.

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

CALL TO ORDER (OPEN SESSION)

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

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

CLOSED SESSION PUBLIC COMMENT
The Closed Session Public Comment portion of the Council/Housing Authority meeting is limited to matters appearing on the Closed Session. Additional opportunities for further Public Comment will be given during and at the end of the meeting.

CLOSED SESSION
GC 54956.9(d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION Anthony Robert Phoenix v. Toyota Arena, LLC et al CACD Case No. 8:23-cv-02403 GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN’s: 1049-161-01, 1049-161-24, 1049-161-25, 1049-171-05, 1049-171-06, 1049-171-07; West Side of South Grove Avenue, South of East State Street, East of Cucamonga Avenue; CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 2 ATTACHMENT: 20260407 Closed Session
City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: Ontario International Airport Authority; Under negotiation: Price and terms of payment.

PLEDGE OF ALLEGIANCE
Council Member Macias

INVOCATION
Pastor Narcissis Tucker-Bishop, Westminster Presbyterian Church

REPORT ON CLOSED SESSION
City Attorney
PUBLIC COMMENTS 6:30 P.M.

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

To comment by email, submit your comments by email no later than 4:00 p.m. on the day of the meeting by emailing your name, agenda item you are commenting on and your comment to [email protected]. All Comments received by the deadline will be forwarded to the City Council for consideration before action is taken on the matter and entered into the record. As previously noted -- if you wish to address the Council, fill out one of the blue slips at the rear of the chambers and give it to the City Clerk.

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

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

CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 3 1. APPROVAL OF MINUTES
ATTACHMENT: 20260303 Meeting Minutes (Not Official Until Approved).docx

2. BILLS & PAYROLL

3. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH FEHR & PEERS FOR ON-CALL

TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING DESIGN SERVICES ATTACHMENT: 02a_Fehr & Peers, Amendment No. 1.pdf

4. A CONSTRUCTION CONTRACT WITH PAVEMENT REHAB COMPANY FOR THE 2026 SPRING

CDBG MAINTENANCE SLURRY SEAL AND PAVEMENT MANAGEMENT PROJECT ATTACHMENT: Exhibit A - Location Map.pdf
ATTACHMENT: 2026 Spring Slurry - Pavement Rehab Company - Draft Contract.pdf

5. AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA21-009) BETWEEN THE CITY OF ONTARIO AND WEST HAVEN 27, LLC.

Minutes for the regular meetings of the City Council and Housing Authority of March 3, 2026, and approving same as on file in the Records Management Department.

Bills February 27, 2026 through March 19, 2026, and Payroll February 8, 2026 through March 7, 2026.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Design Services Agreement with Fehr & Peers, of Irvine, California, to provide On-Call Transportation Planning and Traffic Engineering Design Services for phase two of the Ontario Community Circulator Transit Planning Study Project in the amount of $64,243 plus a 10% contingency of $6,424 for a total not-to-exceed contract amount of $670,635.

That the City Council take the following actions:

A. Authorize the City Manager, or his designee, to execute a Construction Contract with Pavement Rehab Company, of Anaheim, California, for the 2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project in the amount of $663,000, plus a 10% contingency of $66,300 for a total not-to-exceed contract amount of $729,300; and
B. Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

That the City Council adopt an Ordinance approving a Development Agreement (File No.

PDA21-009) between the City of Ontario and West Haven 27, LLC.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, RECOMMENDING CITY COUNCIL APPROVE FILE NO. PDA21-009, A DEVELOPMENT AGREEMENT CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4 ATTACHMENT: File No. PDA21-009 West Haven 27 LLC 01 EXH A&B.pdf ATTACHMENT: File_No._PDA21-009_West_Haven_27_LLC_02_RM.docx ATTACHMENT: Attachment A File No. PDA21-009 West Haven 27 LLC 03 DEV AGR.doc

6. AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA25-005)

BETWEEN THE CITY OF ONTARIO, LEGACY LAND PARTNERS, LLC AND RICHLAND ONTARIO

DEVELOPERS, LLC
ATTACHMENT: File No. PDA25-005 Richland Ontario Developers 01 EXH A&B.pdf ATTACHMENT: File_No._PDA25-005_Richland_Ontario_Developers_LLC_02_RM.docx ATTACHMENT: Attachment A File No. PDA25-005 Richland Ontario Developers LLC 03 DEV AGR.docx

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

RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES; AND ADOPT A RESOLUTION DECLARING IT NECESSARY TO INCUR

BONDED INDEBTEDNESS
BETWEEN THE CITY OF ONTARIO AND WEST HAVEN 27, LLC TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH TENTATIVE TRACT MAP 20696 (FILE NO. PMTT24-003),

LOCATED AT THE SOUTHWEST CORNER OF RIVERSIDE DRIVE AND HAVEN AVENUE, WITHIN PLANNING AREA 1 OF THE WEST HAVEN SPECIFIC PLAN (APN: 0218-151-48).

That the City Council adopt an Ordinance approving a Development Agreement (File No.

PDA25-005) between the City of Ontario and Legacy Land Partners, LLC.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, RECOMMENDING CITY COUNCIL APPROVE FILE NO. PDA25-005, A DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF ONTARIO, LEGACY LAND PARTNERS LLC, AND RICHLAND ONTARIO

DEVELOPERS LLC TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH TENTATIVE PARCEL MAP NO. 20792 (FILE NO. PMTT24-001), LOCATED ON THE SOUTHWEST CORNER OF ONTARIO RANCH ROAD AND MILL CREEK AVENUE WITHIN PLANNING AREA 5B OF THE RICH HAVEN SPECIFIC PLAN (APN: 0218-211-43).

That the City Council consider and:

A. Accept written petitions (on file with the Records Management Department) from SL Ontario Development Company, LLC (SLODC), Richmond American Homes of Maryland, Inc. and TRI-Pointe Homes Holdings, Inc. ("Landowners"), to create a Community Facilities District ("CFD") and to waive certain procedural matters, under the Mello-Roos Community Facilities Act of 1982;
B. Adopt a Resolution of Intention to establish City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities), authorize the associated levy of special taxes therein; and set a public hearing for the formation of the CFD as part of the regularly scheduled City Council meeting on Tuesday, May 19, 2026; and C. Adopt a Resolution Declaring it Necessary for the City of Ontario Facilities District No. 77 CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5 ATTACHMENT: CFD_No._77_The_Resort_at_Ontario_Ranch_01_Intent_to_Establish_01_ RESO_RM.docx
ATTACHMENT: CFD No. 77 The Resort at Ontario Ranch 01A EXH A Boundary Map ATTACHMENT: CFD No. 77 The Resort at Ontario Ranch 01B EXH C RMA.pdf ATTACHMENT: CFD_No._77_The_Resort_at_Ontario_Ranch_Incur_Bonded_indebtedne ss_02__RESO_RM.doc

8. A RESOLUTION AUTHORIZING SUBMITTAL OF CLAIMS TO THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR THE 2025 TRANSPORTATION DEVELOPMENT ACT, ARTICLE 3 BICYCLE AND PEDESTRIAN FACILITIES PROGRAM AND TRANSIT STOP ACCESS

PROGRAM
ATTACHMENT: CC_5_TDA_Art_3_Claim_RESO_RM.docx
ATTACHMENT: Art3_Ontario_FY25_BikePed_Euclid_Claim.pdf
ATTACHMENT: Art3_Ontario_FY25_Transit_8_Bus_Stop_Improvements_Claim.pdf

9. A RESOLUTION APPROVING THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY MEASURE I 3.0 PLAN
(The Resort at Ontario Ranch Facilities) to Incur Bonded Indebtedness.

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

TO ESTABLISH A COMMUNITY FACILITIES DISTRICT PROPOSED TO BE NAMED CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES) AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX THEREIN.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES) TO INCUR BONDED INDEBTEDNESS.

That the City Council take the following actions:

A. Adopt a Resolution approving the submittal of claims to the San Bernardino County Transportation Authority (SBCTA) for the 2025 Transportation Development Act (TDA) Article 3 Bicycle and Pedestrian Facilities Program Funds in the amount of $746,738 for the Downtown Euclid Avenue Corridor Project, and the Transit Stop Access Program Funds in the amount of $82,335 for the Bus Stop Improvements Project; 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.

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

SUBMITTAL OF CLAIMS TO THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 FUNDS FOR THE DOWNTOWN EUCLID AVENUE CORRIDOR PROJECT AND BUS STOP IMPROVEMENT PROJECT.

CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6 ATTACHMENT: Measure_I_3.0_RESO_RM.docx
ATTACHMENT: Measure I 3.0 Expenditure Plan.pdf

10. A CONSTRUCTION CONTRACT WITH PACIFIC HYDROTECH, CO., FOR THE DESIGN-BUILD

ON-SITE SODIUM HYPOCHLORITE GENERATION (OSG) - PHASE I IMPROVEMENT PROJECT

AND AN AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH AKM CONSULTING ENGINEERS, INC., FOR ON-CALL PROJECT MANAGEMENT SERVICES ATTACHMENT: Exhibit A.pdf
ATTACHMENT: 20260407 AKM PSA Amendment No. 2 01.pdf
ATTACHMENT: 20260407 Pacific Hydrotech Construction Contract 02.pdf

11. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ARDURRA GROUP, INC.,

FOR THE WESTERN TRUNK SEWER PROJECT
ATTACHMENT: EXHIBIT A.pdf
ATTACHMENT: 20260407 Ardurra DSA Amendment No. 4 01 AGMT.pdf That the City Council adopt a Resolution approving the San Bernardino County Transportation Authority Measure I 3.0 Expenditure Plan.

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

THE EXPENDITURE PLAN FOR THE EXPENDITURE OF REVENUES IN SAN BERNARDINO COUNTY EXPECTED TO BE DERIVED FROM THE PROPOSED CONTINUATION OF MEASURE I.

That the City Council take the following action:

A. Approve the plans and specifications and award a Construction Contract with Pacific Hydrotech, Co., of Perris, California, for the Design-Build On-site Sodium Hypochlorite Generation (OSG) - Phase I Improvement Project in the amount of $7,746,900 plus a 15% contingency of $1,162,035, for a total not-to-exceed amount of $8,908,935 and a term of 28 months after issuance of notice to proceed, and authorize the City Manager, or designee, to execute all documents required for the completion of the project including, but not limited to agreements, assessments, easements, lot line adjustments, reduction of retention accounts, contracts and contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction related activities to the project.

B. Approve and authorize the City Manager, or designee, to execute Amendment No. 2 to the Professional Services Agreement for On-Call Project Management Services with AKM Consulting Engineers, Inc., of Irvine, California, for construction management, and inspection services for the Design-Build On-site Sodium Hypochlorite Generation (OSG) - Phase I Improvement Project, in the amount of $1,116,752 and extend the term of the Agreement from June 4, 2024 to June 4, 2029.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 4 to the Design Services Agreement with Ardurra Group, Inc., (Ardurra) of Newport Beach, California, to provide on-call design services for the Western Trunk Sewer Project in the amount of $2,066,021 for a new total revised not-to-exceed amount of $5,112,075 and a term from June 4, 2024 to June 4, 2029.

CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 7 12. A RESOLUTION AUTHORIZING MEMBERSHIP IN THE SAN BERNARDINO REGIONAL

HOUSING TRUST
ATTACHMENT: SBTHT JPA Agreement
ATTACHMENT: SBRHT_JPA_Adoption_-_BBK_Reviewed_Reso_RM.docx

13. APPROVAL OF THE CENTERPARK SPECIFIC PLAN (FILE NO. PSP24-002) ATTACHMENT: File No. PSP24-002 CC_07 CenterPark Specific Plan.pdf ATTACHMENT: File No. PSP24-002 CC_08 SP COA.pdf
ATTACHMENT: File_No._PSP24-002_CC_10_SP_Ord_RM.docx

14. A REIMBURSEMENT AGREEMENT FOR CERTAIN IMPROVEMENTS BETWEEN THE CITY OF

ONTARIO AND ADEPT DEVELOPMENT LLC
That the City Council take the following actions:

A. Approve the admission of the City of Ontario to the San Bernardino Regional Housing Trust; and
B. Adopt a Resolution to join the Joint Powers Authority Agreement.

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

AUTHORIZING, AND DIRECTING CITY EXECUTION OF THE JOINT EXERCISE OF POWERS

AGREEMENT RELATING TO MEMBERSHIP IN THE SAN BERNARDINO REGIONAL HOUSING TRUST.

That the City Council adopt an Ordinance approving the CenterPark Specific Plan (File No.

PSP24-002), appended to the attached Ordinance as "Attachment A", pursuant to the facts and reasons contained in the staff report and subject to the conditions of approval appended to the attached Ordinance as "Attachment B".

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING,

PURSUANT TO THE CERTIFIED FOCUSED ENVIRONMENTAL IMPACT REPORT (STATE CLEARINGHOUSE NO. 2025060731) FOR THE CENTERPARK SPECIFIC PLAN, THE CENTERPARK SPECIFIC PLAN (FILE NO. PSP24-002), TO ESTABLISH THE LAND USE DISTRICTS, DEVELOPMENT

STANDARDS, DESIGN GUIDELINES, AND INFRASTRUCTURE IMPROVEMENTS FOR THE POTENTIAL DEVELOPMENT OF UP TO 4,293 RESIDENTIAL DWELLING UNITS, 115,809 SQUARE FEET OF RETAIL USES, 135,110 SQUARE FEET OF OFFICE USES, AND 68 ACRES OF OPEN SPACE (PARKLAND/NON-RECREATIONAL USES) ON APPROXIMATELY 258 ACRES OF LAND AND MAKING FINDINGS IN SUPPORT THEREOF – APNS: 1053-301-01, -02, 1053-311-01, -02, 1053- 321-01, -02, -03, 1053-331-01, -02, -03, -04, 1053-341-01, -02; 1053-351-01, -02, 1053-361-01, - 02, -03, 1053-371-01, -02, 0216-311-01, -02, -09, 0216-321-03, -08, 0216-322-03, -04, -10.

That the City Council adopt a Resolution authorizing the City Manager or Designee to Negotiate a Reimbursement Agreement ("Agreement") between the City of Ontario ("City") and Adept Development, Inc. ("Developer"), and authorize the City Manager to execute the Agreement and all other documents required for implementation of the Agreement.

CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 8 ATTACHMENT: Adept Electrification_Reimbursement_RESO_RM ATTACHMENT: Electrical Infrastructure REIMBURSEMENT AGREEMENT-c1.docx ATTACHMENT: Attachment A - Adept x Ontario - Electrical Infrastructure Cost Allocation Package.pdf

15. A PUBLIC HEARING TO CONSIDER AN ORDINANCE AMENDING CHAPTER 8B OF TITLE 6 OF

THE ONTARIO MUNICIPAL CODE RELATED TO WATER SERVICE FEES ATTACHMENT: Ordinance_Amend_Section_6-

8.51_re_Water_Service_Fees_and_Charges_RM.docx

16. REFINANCING PLAN FOR PROPERTY OWNED BY THE CITY OF ONTARIO LOCATED AT 9155- 9381 EAST RIVERSIDE DRIVE AND APPROVAL OF RELATED LEASE FINANCING OBLIGATION

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

REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND OTC LOT A OWNER, LLC, FOR COSTS ASSOCIATED WITH THE CONSTRUCTION OF CERTAIN PUBLIC IMPROVEMENTS.

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

That City Council introduce and waive further reading of an Ordinance amending Chapter 8B of Title 6 of the Ontario Municipal Code related to water service fees.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING SECTION 6-8.51 OF CHAPTER 8B OF TITLE 6 OF THE ONTARIO MUNICIPAL CODE PERTAINING

TO WATER SERVICE FEES AND FINDING THAT SUCH ACTION DOES NOT QUALIFY AS A PROJECT

SUBJECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT UNDER STATE CEQA GUIDELINES SECTION 15378 AND IS OTHERWISE EXEMPT FROM CEQA UNDER STATE CEQA GUIDELINES SECTION 15061(B)(3).

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

A. The refinancing of real property owned by the City of Ontario (“City”) located at 9155- 9381 East Riverside Drive through the delivery of a lease financing obligation; and B. The Lease Agreement (“Lease Agreement”) between the City and the Ontario Public CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 9 ATTACHMENT: City Resolution Project Refinance 2026 4-7-2026_RM ATTACHMENT: Authority Resolution Project Refinance2026 4-7-2026_RM ATTACHMENT: Lease Agreement (Project Refinance 2026) 4-7-2026.docx ATTACHMENT: Site Lease (Project Refinance 2026) 4-7-2026.docx ATTACHMENT: Assignment Agreement (Project Refinance 2026) 4-7-2026.docx Finance Authority (“Authority”); and
C. The Site Lease (“Site Lease”) between the City and the Authority; and D. All necessary action and documents required to be delivered pursuant to the Lease Agreement and/or Site Lease, including without limitation the Assignment Agreement (“Assignment Agreement”).

That the Authority authorize the Executive Director or Chief Financial Officer, or their designee, to execute all documents required for the completion of the lease financing within the authorization limits and adopt a Resolution approving:

A. The refinancing of real property owned by the City located at 9155-9381 East Riverside Drive through the delivery of a lease financing obligation; and B. The Lease Agreement between the City and the Authority; and C. The Site Lease between the City and the Authority; and D. The Assignment Agreement among the Authority, the City, and the Purchasing Funds.

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

EXECUTION AND DELIVERY OF A SITE LEASE, A LEASE AGREEMENT, AND OTHER RELATED

DOCUMENTS IN CONNECTION WITH ENTERING INTO A LEASE OBLIGATION THROUGH A LEASE

FINANCING ARRANGEMENT WITH THE ONTARIO PUBLIC FINANCING AUTHORITY AND CERTAIN OTHER ACTIONS RELATING THERETO.

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ONTARIO PUBLIC FINANCING

AUTHORITY, OF THE CITY OF ONTARIO, CALIFORNIA, AUTHORIZING EXECUTION AND DELIVERY

OF A SITE LEASE, A LEASE AGREEMENT, AND OTHER RELATED DOCUMENTS IN CONNECTION

WITH THE REFINANCING OF EXISTING OBLIGATIONS OF THE CITY AND CERTAIN FUNDS OF THE CITY PROVIDING INTERIM FINANCING, AND CERTAIN OTHER ACTIONS RELATING THERETO.

STAFF MATTERS
City Manager Ochoa

COUNCIL MATTERS
Mayor Leon
Mayor pro Tem Wapner
Council Member Bowman
Council Member Porada
Council Member Macias
CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 10 ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority/Ontario Public Financing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 11 1 of 1

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) April 4, 2026
ROLL CALL: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

STAFF: City Manager / Executive Director __, City Attorney __ In attendance: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.  GC 54956.9(d)(1), CONFERENCE WITH LEGAL COUNSEL, EXISTING LITIGATION:

Anthony Robert Phoenix v. Toyota Arena, LLC et al CACD Case No. 8:23-cv-02403 No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ In attendance: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.  GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APN’s: 1049-161-01, 1049-161-24, 1049-161-25, 1049-171-05, 1049-171-06, 1049-171-07; West Side of South Grove Avenue, South of East State Street, East of Cucamonga Avenue; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: Ontario International Airport Authority; Under negotiation: Price and terms of payment.

No Reportable Action Continue Approved
/ / / / / /
Disposition: _________________________________________________________________ Reported by:
___________________________________________
City Attorney / City Manager / Executive Director
12 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY

MINUTES
MARCH 3, 2026
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS
The regular meetings of the Ontario City Council and Housing Authority were held on Tuesday, March 3, 2026, at Ontario City Hall, 303 E. B Street Ontario, California.

OPEN MEETING CALLED TO ORDER
Mayor Leon called the joint meetings to order at 6:05 p.m.

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

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

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

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by the Ontario Police Department Honor Guard.

INVOCATION
Invocation was led by Ontario Police Chaplain, Mark Ortiz.

SPECIAL CEREMONY
Ontario Police Chief Oath of Office
The City Council recognized incoming Police Chief Rudy Lopez.

Public Comments:

Ulysses Nera recognized Chief Lopez on behalf of Assemblymember Robert Garcia’s office.

Roxanna Gracia recognized Chief Lopez on behalf of Assemblymember Michelle Rodriguez’s office.
13 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 2 of 8 ends

District Attorney Jason Anderson congratulated Chief Lopez on his appointment.

Senator Susan Rubio congratulated Chief Lopez on his appointment via video.

Kizzee congratulated Chief Lopez on his appointment.

The City Council congratulated Chief Lopez and Keith Volm administered the Oath of Office. Chief Lopez offered words of appreciation.

Mayor Leon called a recess at 6:36 p.m. and reconvened at 6:55 p.m.

PUBLIC COMMENT
Assistant City Clerk Isbell announced a written communication:

Karina Wilhoit, regarding Jay Littleton Ballpark.

Mayor Leon called upon the speakers:

Donna Littleton Phares, spoke regarding Jay Littleton Ballpark.

Tommy Mushegain, spoke regarding various topics.

Kizzee, spoke regarding Grove Plaza community improvement concerns and Jay Littleton Ballpark.

Karen Haughey, announced upcoming events on behalf of San Bernardino County Supervisor Curt Hagman’s office.

Dale Roberts, spoke regarding traffic safety concerns.

Gary Littleton, spoke regarding Jay Littleton Ballpark.

Charlene Hardman, spoke regarding Grove Plaza safety concerns.

Marty McBride, spoke regarding Jay Littleton Ballpark.

AGENDA REVIEW/ANNOUNCEMENTS
City Manager Ochoa had no announcements.

CONSENT CALENDAR
MOTION: Moved by Council Member Porada, seconded by Council Member Macias and carried by a unanimous vote of 4-0, with Mayor pro Tem Wapner absent, to approve the Consent Calendar as presented.

1. APPROVAL OF MINUTES
Approved minutes for the regular meetings of the City Council and Housing Authority of January 20, 2026 and February 3, 2026, approving same as on file in the Records Management Department.

2. BILLS & PAYROLL
Approved Bills January 25, 2026 through February 5, 2026, in the amount of $41,134,116.46 and Payroll January 11, 2026, through January 24, 2026, in the amount of $6,204,566.84.
14 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 3 of 8 ends

3. A RESOLUTION TO EXECUTE A QUITCLAIM DEED FOR HARTFORD STREET AND APPROVE FINAL PARCEL MAP NOS. 20274 AND 20278, LOCATED NEAR

THE NORTHWEST CORNER OF MILLIKEN AVENUE AND RIVERSIDE AVENUE The City Council adopted a Resolution to authorize the City Manager, or his designee, to execute a Quitclaim Deed to Ontario Riverside Drive Industrial, LLC, for fee title ownership transfer of Hartford Street and approve Final Parcel Map No. 20274 and approve Final Parcel Map No. 20278, located near the northwest corner of Milliken Avenue and Riverside Avenue.

RESOLUTION NO. 2026-015 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR HIS

DESIGNEE TO EXECUTE A QUITCLAIM DEED TO ONTARIO RIVERSIDE DRIVE

INDUSTRIAL, LLC, FOR FEE TITLE OWNERSHIP OF HARTFORD STREET AND APPROVING FINAL PARCEL MAP NO. 20274 AND FINAL PARCEL MAP NO. 20278, LOCATED NEAR THE NORTHWEST CORNER OF MILLIKEN AVENUE AND RIVERSIDE AVENUE.

4. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH TRANSTECH ENGINEERS, INC., FOR ON-CALL CONSTRUCTION

MANAGEMENT SERVICES FOR THE ONTARIO ARENA PLAZA PROJECT The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute Amendment No. 7 to the Professional Services Agreement with Transtech Engineers, Inc., of Chino, California, for on-call construction management services for the Ontario Arena Plaza Project in the amount of $776,600 for a total not-to-exceed contract amount of $6,831,900, and extend the contract term to April 4, 2027; and B. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

5. AMENDMENTS TO THE PROFESSIONAL SERVICES AGREEMENTS FOR ONCALL MATERIALS TESTING AND GEOTECHNICAL ENGINEERING SERVICES The City Council authorized the City Manager, or his designee, to execute the following five Amendments to Professional Services Agreements for On-call Geotechnical and Materials Testing Services, for a combined increase of $850,000, for a total not-to-exceed combined contract amount of $9,983,520, and to extend the Amendments for an additional two-year term:

A. Amendment No. 11 with Kleinfelder, Inc., of Ontario, California, in the amount of $300,000 for a total not-to-exceed contract amount of $3,207,138; and 15 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 4 of 8 ends

B. Amendment No. 2 with Ninyo & Moore Geotechnical & Environmental Sciences Consultants, Inc., of Irvine, California, in the amount of $150,000 for a total notto-exceed contract amount of $441,136; and C. Amendment No. 4 with RMA Group, Inc., of Rancho Cucamonga, California, in the amount of $150,000 for a total not-to-exceed contract amount of $5,536,245; and
D. Amendment No. 2 with Smith-Emery Laboratories, Inc., of Anaheim, California, in the amount of $100,000 for a total not-to-exceed contract amount of $460,165; and
E. Amendment No. 2 with Twining, Inc., of Riverside, California, in the amount of $150,000 for a total not-to-exceed contract amount of $338,836.

6. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH 10-8 RETROFIT, INC., FOR FLEET VEHICLE OUTFITTING
The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Goods and Services Agreement with 10-8 Retrofit, Inc., of Ontario, California, for the outfitting of fleet vehicles in the amount of $1,000,000, for a total not-to-exceed contract amount of $2,500,000 and extending the term to April 30, 2028.

7. THE 2025 GENERAL PLAN ANNUAL PROGRESS REPORT AND 2025 HOUSING ELEMENT ANNUAL PROGRESS REPORT, FILE NO PADV26-001 The City Council adopted a Resolution authorizing Staff to transmit the 2025 General Plan Annual Progress Report, including the 2025 Housing Element Annual Progress Report, to the California Department of Housing and Community Development and the Governor’s Office of Land Use and Climate Innovation.

RESOLUTION NO. 2026-016 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING THE 2025 GENERAL PLAN ANNUAL PROGRESS REPORT (FILE NO. PADV26-001), WHICH INCLUDES THE

HOUSING ELEMENT ANNUAL PROGRESS REPORT, AND AUTHORIZING

STAFF TO SUBMIT THE REPORTS TO THE CALIFORNIA DEPARTMENT OF

HOUSING AND COMMUNITY DEVELOPMENT AND GOVERNOR'S OFFICE OF LAND USE AND CLIMATE INNOVATION.

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

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

A. Authorized the City Manager, or his designee, to execute Amendment No. 4 to the Design Services Agreement with RJM Design Group Inc., of San Juan Capistrano, California, for on-call landscape architectural services for the 16 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 5 of 8 ends

Ontario Sports Empire Project in the amount of $619,546 for a total not-toexceed contract amount of $3,647,250; and B. Authorized 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.

9. A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH OPTIMA RPM, INC., FOR THE ONTARIO WELLNESS CAMPUS PROJECT
The City Council took the following actions:

A. Authorized 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. Authorized 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.

10. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH SWA GROUP, INC., FOR ARCHITECT AND DESIGN SERVICES FOR THE

GRAND PARK PROJECT
The City Council took the following actions:

A. Authorized 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. Authorized 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.

11. 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
The City Council took the following actions:
17 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 6 of 8 ends

A. Authorized 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. Authorized 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.

12. SOLE SOURCE PURCHASE OF POLICE DEPARTMENT FRONTLINE

EQUIPMENT
The City Council authorized 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.

13. A MASTER SUBSCRIPTION AGREEMENT FOR EMPLOYEE INTRANET

SERVICES RELATED TO COMMUNICATION AND EMPLOYEE ENGAGEMENT The City Council authorized 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.

14. 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
The City Council authorized the City Manager, or his designee, to execute a threeyear 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-toexceed contract amount for these agreements shall be $1,592,741.

15. THE DOWNTOWN ONTARIO IMPROVEMENT ASSOCIATION ANNUAL REPORT FOR FISCAL YEAR 2025-2026
The City Council received and filed the Downtown Ontario Improvement Association report for Fiscal Year 2025-26.
18 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 7 of 8 ends

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

AND CLARIFYING CERTAIN PROVISIONS OF THE CITY OF ONTARIO

DEVELOPMENT CODE
The City Council adopted 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. Introduction and first reading took place at the regular meeting of February 17, 2026.

ORDINANCE NO. 3328 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, 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, AND MAKING FINDINGS IN SUPPORT THEREOF.

17. AN ADMINISTRATIVE SERVICES AGREEMENT WITH THE ANIMAL

RESOURCE CENTER OF THE INLAND EMPIRE FOR ADMINISTRATIVE

SUPPORT SERVICES
The City Council authorized 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.

PUBLIC HEARINGS

18. 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
The City Council introduced and waived further reading of an Ordinance prohibiting the sale of flavored tobacco, oil burners, nitrous oxide, and certain kratom products within the City.

ORDINANCE NO. 3329 (FIRST READING) 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.

City Clerk Mautz announced three written communications in favor from Liam Reagan, Venus Lynn, and Stephen McIntosh.
19 Ontario City Council/Ontario Housing Authority
Regular Meeting Minutes – March 3, 2026

Page 8 of 8 ends

Mayor Leon opened the public hearing and inquired whether persons were present who wished to speak to the item. Hearing no one, Mayor Leon closed the public hearing and opened the item for Council discussion. Council Member Porada asked for clarification, Police Captain Josh Ritchey provided background information.

MOTION: Moved by Council Member Macias, seconded by Council Member Porada and carried by a unanimous vote of 4-0, with Mayor pro Tem Wapner absent, to introduce Ordinance No. 3329.

STAFF MATTERS
City Manager Ochoa had no updates.

COUNCIL MATTERS
Council Member Porada spoke about the Museum of History and Art and announced upcoming events in the City.

Council Member Macias made no comments.

Council Member Bowman spoke about Jay Littleton Ballpark.

Mayor Leon spoke about Jay Littleton Ballpark and announced upcoming events in the City.

ADJOURNMENT
Mayor Leon adjourned the meetings of the Joint Agencies at 7:40 p.m.

Respectfully submitted,
____________________________________

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

FOR ON-CALL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING

DESIGN SERVICES

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Design Services Agreement with Fehr & Peers, of Irvine, California, to provide On-Call Transportation Planning and Traffic Engineering Design Services for phase two of the Ontario Community Circulator Transit Planning Study Project in the amount of $64,243 plus a 10% contingency of $6,424 for a total not-to-exceed contract amount of $670,635.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

BACKGROUND & ANALYSIS: On April 2, 2024, the City Council approved Design Services Agreements with six (6) pre-qualified Engineering firms, including Fehr & Peers, for Invitation No. 1734 Professional Engineering On-Call Transportation Planning and Traffic Engineering Design Services for a total not-to-exceed contract amount of $600,000 over a three-year term.

Amendment No. 1 provides for phase two of the Ontario Community Circulator Transit Planning Study Project, which will evaluate the feasibility of a community circulator shuttle service.

Consistent with the City’s General Plan Mobility Element goals, the study will assess potential transit system enhancements to improve accessibility between existing activity centers and new 21 development projects. The City anticipates that existing transit demand can be better addressed through a more reliable and consistent local shuttle service with shorter headways. Future development under the General Plan including the Downtown Civic Center expansion, Ontario Convention Center expansion, Ontario Arena expansion, continued development around Ontario International Airport, and increased mixed-use, hospitality, and commercial projects is expected to further increase transit demand.

The Community Circulator is expected to enhance mobility for residents and visitors by connecting key destinations such as the Downtown Civic Center, Ontario Convention Center, Ontario Arena, Ontario International Airport, and Ontario Sports Empire Complex. The project will promote economic development by linking new projects to downtown Ontario while complementing existing Omnitrans and Metrolink services. The study will evaluate current transit facilities, identify gaps and future needs, propose routes and stops, outline funding and projected costs, and provide operational recommendations. Staff recommends approving Amendment No. 1 to enhance mobility, support economic development, and guide future transit planning. 22 BB&K (2024) 1 AMENDMENT TO NON-CONSTRUCTION CONTRACT 46700.00100\9423414
PAUL S. LEON
MAYOR
ALAN D. WAPNER

MAYOR PRO TEM
JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
AMENDMENT NO. 1 TO THE DESIGN SERVICES AGREEMENT

FOR ON-CALL SERVICES

BETWEEN THE CITY OF ONTARIO AND

FEHR & PEERS

1. Parties and Date.

This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Fehr & Peers, an S Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Design Services Agreement for On-Call Services” dated April 2, 2024 (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to provide additional On-Call Transportation Planning and Traffic Engineering Design Services for the Ontario Community Circulator Transit Planning Study for a revised cumulative contract total not-toexceed amount of Six Hundred Sixty-Four Thousand, Two Hundred Eleven Dollars ($664,211).

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.8 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:
"3.10.1 Consultant’s Compensation for Basic Services. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The maximum compensation for Services to be provided pursuant to each Task Order shall be set forth in the relevant Task 23 BB&K (2024) 2 AGREEMENT FOR NON-CONSTRUCTION CONTRACT 46700.00100\9423414
Order. The total compensation for all Task Orders issued hereunder shall not exceed Six Hundred Sixty-Four Thousand, Two Hundred Eleven Dollars ($664,211) without written approval of the City Council or City Manager, as applicable. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement."

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

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

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

3.5 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[SIGNATURES ON FOLLOWING PAGE]
24 BB&K (2024) 3 AGREEMENT FOR NON-CONSTRUCTION CONTRACT 46700.00100\9423414
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE DESIGN SERVICES

AGREEMENT FOR ON-CALL SERVICES BETWEEN THE CITY OF ONTARIO

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

CITY OF ONTARIO FEHR & PEERS
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

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

City Clerk
25 Ontexario Community Circulator Transit Planning
Study January 22, 2026
1 Ontario Community
Circulator Transit
Planning Study
On-Call Transportation Planning and Traffic Engineering Design Services Phased Scope (Phase 1 and Phase 2) – Ontario Ranch Trolley; Updated Phase 2 (outreach support)
January 22, 2026 | OC24-P2585
PREPARED FOR:

City of Ontario
303 East “B” Street
Ontario, CA 91764

EXHIBIT B
26 Ontario Community Circulator Transit Planning Study
January 22, 2026
2 September 15, 2025
Jay Bautista, P.E., T.E.

Traffic/Transportation Manager
City of Ontario
303 East B Street
Ontario, CA 91764
Subject: Proposal for the Ontario Community Circulator Transit Planning Study | OC24-P2585 Dear Jay:

We are excited for this opportunity to prepare a forward-thinking, community-focused evaluation of a circulator shuttle bus service in the City of Ontario (i.e. a trolley type service in the Ontario Ranch area). Fehr & Peers has recently served as a trusted advisor to the City on multiple successful projects and hopes to leverage our local knowledge and transit best practices on this new effort. We will partner with the City, its stakeholders, and the community with the ultimate goal of bolstering connectivity in Ontario.

Project Understanding
Ontario’s Community Circulator Transit Planning Study (Study) represents an important opportunity to reimagine how people travel within the City. Over the years, Ontario has made transformative investments in development efforts with a focus on enhancing economic vitality and ensuring high quality amenities and provisions are available for residents and visitors alike. Fehr & Peers recently led the Euclid Downtown Corridor Study and Ontario Sports Park Traffic Impact Assessment projects, both of which are a manifestation of the General Plan vision that seeks to integrate transit and future land use patterns to ensure access and connectivity among neighborhoods, centers, corridors, and districts is realized.

We understand that there is an emphasis on focused areas like the Downtown Civic Center, Convention Center, Ontario Arena, and International Airport. A transformative circulator shuttle will connect planned development areas, mixed-use, hospitality, and commercial land uses across the City, as well as existing Omnitrans and Metrolink assets – preliminarily mapped below.

Our robust history of local transit planning with cities will allow us to provide a framework for identifying and evaluating service operation strategies, organizing funding opportunities, and developing metrics that support local, state, and federal goals. Our recent similar work on the Irvine Connect and Orange Community Circulator, as well as current work for the cities of Arcadia and Burbank provide a successful framework to build on in studying the travel needs in the City of Ontario and developing actionable recommendations.

PREPARED BY:

Fehr & Peers
3750 University Ave Suite 225
Riverside, CA 92501
27 Ontario Community Circulator Transit Planning Study
October 2, 2025
2 Scope of Work
Task 1: Project Management
Task 1.1 Project Kick-Off (PMT and Councilmember)
Fehr & Peers will facilitate a virtual kick-off meeting with the Project Management Team (PMT) and a kick-off meeting with Councilmember representatives. The meetings will work to refine the goals and objectives of the Study, proposed schedule and scope of work presented herein and develop more detailed milestones, interrelated tasks, concurrent tasks, and sequential work pieces. We will use the project kick-off to discuss the City’s vision for the Study, including its goals and objectives – but most importantly to define the geographical area of focus, the type of service (i.e. trolley type service), and the connection ideation (i.e. between downtown and the Ontario Ranch). Additionally, the project schedule will be presented, reviewed, and refined – ultimately, we will prepare a work plan following the kick off meetings that reflects the City’s intent for the Project.

Task 1.2 Project Coordination
Coordination with City staff and the project team will continue throughout the duration of the Study. Fehr & Peers will facilitate virtual monthly status update meetings to discuss the progress with each task. These calls can increase in frequency or be spaced as appropriate for this phase of the project. Fehr & Peers will provide agendas, meeting minutes, and project schedule updates. Monthly progress reports and invoice packages will be prepared by Fehr & Peers and submitted via the approved City methods.

TASK 1 DELIVERABLES
• Project Kick-off Meeting; Agenda and Minutes and work plan • Draft and Final Project Schedule
• Attendance at monthly PMT meetings (up to one year)
• Monthly Progress Reports and Invoice Packages
Task 2: Community Engagement
Fehr & Peers customizes community engagement to fit the local context. The team will create a specific engagement and outreach strategy to involve diverse audiences, beginning with initial stakeholder outreach.

This initial outreach is an essential part of the project's public engagement strategy. Early engagement helps build community participation and trust, informing the remainder of the project cycle.

Task 2.1 Stakeholder Engagement and Omnitrans Coordination Fehr & Peers will coordinate and facilitate one meeting with stakeholders (business owners, employment centers) and community members as project partners in the development of goals, objectives, and a vision responsive to community needs. The team will work with the City to identify stakeholders who can include 28 Ontario Community Circulator Transit Planning Study
October 2, 2025
3 representation from City departments, and regional stakeholders (I.e. Omnitrans, Ontario Police Department, Ontario-Montclair School District, Chaffey Joint Union High School District, the Greater Ontario Convention & Visitors Bureau (GOCAL), and Downtown Ontario Improvement Association (DOIA)). A final list will be determined relative to the intent of the Project, as defined in the kick-off meetings.

The team will then work with the City to identify members of the general public, especially community members/organizations that have historically been under-represented in planning processes and those who represent underserved communities. The working group participant list should typically comprise between eight and twelve individuals to ensure productive and representative conversations.

The working session will employ the use of visuals, maps, graphics, and aids to help the team facilitate conversations that are fruitful and informative. Meeting content will include a project overview, an explanation of transit service design choices and discussion of the trade-offs involved, community goal setting, and a discussion of current transit conditions and needs. Meeting materials will be accessible to all stakeholders involved, including those less familiar with transit service planning topics, with a clear and simple visual communication style.

While select Omnitrans representatives are assumed to be involved in the stakeholder Working Group, Fehr & Peers may host an additional coordination meeting with Omnitrans to engage additional staff and inform them of the scope of the study, the outcome of prior stakeholder and community engagement, and the draft service alternatives as they connect with existing Omnitrans transit programs (as needed, and/or with other relevant stakeholders as defined in Phase 1). We may host a discussion seeking initial feedback from Omnitrans staff, allowing time in the project schedule for their consolidated written comments to be submitted prior to the completion of the draft feasibility study.

Task 2.2 Website Updates and Online Survey
Early in the project, we will prepare the Social Pinpoint platform, which provides information to the public about the study and can be updated throughout the process. This platform will also host online surveys and an interactive mapping tool where participants can identify specific locations they are interested in using transit. In collaboration with the City, Fehr & Peers will support the development of simple content to post on a website hosted by the City with a project description and schedule. The Social Pinpoint and survey link will be embedded within or linked out from the City website. These materials will be prepared prior to the pop-up events, and the City can advertise the survey and Social Pinpoint through a variety of channels such as through stakeholders from Task 2.1, social media, and existing bus stops. Fehr & Peers will process results.

Task 2.3 Outreach Events
Fehr & Peers will develop and execute an pop-up strategy that will resonate with community members and will help facilitate feedback and input (i.e attend existing events like the City of Ontario summer concerts in the park series).

A second phase of engagement follows the initial development of service concepts in Task 4 (Phase 2). This additional outreach is our opportunity to present the concepts to the community for input and refinement. Fehr 29 Ontario Community Circulator Transit Planning Study
October 2, 2025
4 & Peers assumes attendance at the summer concerts in the park series supported by the City. We anticipate two pop-up at existing events with an audience. These pop-ups will involve dialoguing around the concepts and explaining in clear and simple terms how the concept was developed and what it attempts to address from the community needs assessment. To maximize opportunities for input, we will also post a survey on the Social Pinpoint website showing the concept on a map and allowing users to comment directly.

Fehr & Peers will prepare brief supporting materials for the pop-up events (maps and survey cards), and will seek to utilize collateral material from other tasks for efficiency.

If additional consultant team involvement with community engagement is desired, additional meetings (inperson or phone conference) can be incorporated into the scope on a time-and-materials basis.

TASK 2 DELIVERABLES
• Stakeholder list
• Stakeholder meeting agenda, minutes, and meeting materials • Omnitrans coordination meeting
• Website updates
• Social Pinpoint and Survey
• Outreach Events (two total)
• Supporting outreach materials
• Survey results and community feedback
Task 3: Existing Programs and Needs Assessment
Task 3.1 Existing Programs and Service
Fehr & Peers will complete a literature review of the relevant plans, policies, regulations, and best practices related to public transportation and local circulation that are applicable to the City of Ontario – these will be refined through the kick-off meeting where geographical focus areas, service types, and connection intent is defined. We anticipate this will focus on California state transportation funding programs and transit services; our focus will be whatever is most relevant to the intent of the Project.

One of the key elements for developing relevant transit service recommendations is a comprehensive review of the existing transit services currently operating in Ontario. This information will also be useful for the public and stakeholders to develop a shared understanding of what is currently working well and areas where services can be improved. It will be important to look at transit service ridership trends after the pandemic to understand changes in travel demand and trip purpose. We will prepare the summary of existing transit service in Ontario, including available ridership data. The existing summary can include a review of the following transportation services, but a final list will be vetted prior to beginning:
• Omnitrans – Our team will analyze the existing bus routes in the City. This will include mapping the service frequencies, ridership, and productivity to make the existing service easy to understand for the 30 Ontario Community Circulator Transit Planning Study
October 2, 2025
5 public and stakeholders. We will also document changes to the bus service in Ontario over the past five years.
• ONT Connector – Our team will request data from SBCTA on forecasted routes, stops, and usage to and from the Ontario International Airport and the nearby Metrolink station in Rancho and tangential within Ontario. This planned development slated to be constructed by 2026 will be an important connection node within the greater Ontario Community Circulator route connections. • Brightline West High Speed Rail (HSR) – Fehr & Peers will summarize regionally significant route impacts and connections with the planned HSR in Rancho Cucamonga based on publicly-available information.
• Metrolink – A review will be completed of the existing commuter and inter-city rail services in operation, and Ontario station. This will include frequency, destinations, and ridership if available, as well as the regional significance to adjacent stations and planned HSR and ONT Connectors links. • GOAT Mobility Plan – Fehr & Peers will review the recently completed Mobility Action Plan prepared by GOAT to determine how to best integrate proposed microtransit service in the airport/convention center area with the circulator. We will also prepare a matrix documenting overlapping service characteristics and discuss GOAT funding and long-term service implementation.

Task 3.2 Environmental Issues
Fehr & Peers will complete a review of the relevant environmental issues related to public transit applicable to Ontario. This will include state and local public health and climate policies and goals, as well as any laws and regulations that would require compliance.

Task 3.3 Needs Assessment
Fehr & Peers has been an industry leader in applying big data analytics to travel market analyses, in part because we tailor our approach to each project. We begin by asking questions – in this case, where are the key centers of activity in Ontario and how do they overlap with the intent of the Project (such as the Downtown Civic Center, Convention Center, Ontario Arena, Ontario International Airport, commercial cores, and several others), and where are travelers to these centers coming from that could be served by improved public transportation offerings? Are those centers creating travel demand at certain times of the day, or throughout the day? What communities in Ontario are underserved or disadvantaged and how are they affected by auto-oriented travel patterns? Are there diverse populations or minority groups that are underrepresented in some data sets that require additional insights to address equity and inclusion? We will collaborate with the City and key stakeholders to identify key questions for analysis and agree on the purpose, parameters, and expected outcomes of an origin/destination data analysis relative to the defined focus of the Project (Task 1.1).

Following the development of the guiding questions, our process continues with a thorough geospatial and tabular analysis of community demographics to identify disadvantaged communities, people of color, people living with mobility challenges (including older adults or people with disabilities), people experiencing homelessness, and low-income residents and workers. With the guiding questions and objectives, we identify areas of focus where needs and opportunities may align. 31 Ontario Community Circulator Transit Planning Study
October 2, 2025
6 In coordination with the City, Fehr & Peers will conduct a travel analysis using location-based data, which are sources from a large anonymous sample of actual trips taken over time to understand origin/destinations.

These data are aggregated up to “zones,” such as Census tracts, to help group travel into common places of origin or destination. Fehr & Peers will design the big data travel analysis based on the key questions developed with the project team and stakeholders and coordination with City staff. We will use Replica to develop a travel pattern analysis to understand time-of-day flows and demand patterns for Spring 2024 (the most recent period available) to inform the service planning and potential stop locations in Task 4.

Task 3.4 Identify Gaps
Fehr & Peers will assess gaps in the transportation network (relative to the focus area of the Project) using community input, origin/destination data, and draft goals. Determining what constitutes a gap or opportunity involves an iterative process: it includes reviewing community input, examining existing conditions, and analyzing Replica origin-destination data to understand how mobility and access vary among residents and workers in Ontario. This process usually results in a comprehensive list that identifies specific issues such as the following:
• No service is present at all
• Service is very limited
• Access to transit service is non-existent or very poor • Connectivity between disadvantaged communities to key destinations is missing or poor, especially in comparison to other villages or for other demographics
• Origin-destination pairs that have very high travel demand and contribute significantly to congestion or parking constraints; if transit already serves these origin-destination pairs, it may be a gap in terms of service design, frequency, utility, or public awareness Based on the analysis, Fehr & Peers will develop strategies to address these gaps, informed by our industry experience and national best practices guidance. We will also identify opportunities to apply innovative approaches. Strategies may include creating new circulator services, considering a role for microtransit, or enhancing existing transit service, as well as identifying infrastructure and policy changes to enhance the effectiveness of transportation services provided by the City.

This effort can (depending on the intent of the focused area and service type) also focus on how to strategically handle service overlap with other transit plans in the area including the West Valley Connector BRT and the GOCAL Mobility Plan.

Task 3.5 Forecasting
Transit demand forecasting is an exercise that guides the selection of alternatives, sets expectations for outcomes, and develops performance benchmarks. For local public transit, extracting meaningful results can be challenging due to the limitations of detail in regional travel demand forecasting models such as SBTAM. 32 Ontario Community Circulator Transit Planning Study
October 2, 2025
7 SBTAM and SCAG forecasts can serve as the foundation for future demographics analysis. Fehr & Peers has experience with both models and their applications in analyzing future demographics, land use changes, and transit modeling. In addition to demographics, Fehr & Peers will use existing ridership data, travel patterns collected in earlier tasks, and research-based elasticities to estimate future ridership demand. To enhance our confidence in forecasting new local circulator services, we periodically gather updated data from past clients or other peer communities operating similar service types in similar environments to evaluate how their ridership has grown over time and in response to service design and planning decisions. Once a working concept is developed for Ontario, Fehr & Peers would develop an updated list of peer review communities to gather recent ridership and other statistics from to help develop an estimate range for Ontario. The results of this subtask are typically available alongside Task 5 when developing an implementation plan, but the initial peer review could be conducted early in the study to help set expectations for the City about the likely outcomes.

Fehr & Peers will collaborate with the City to consider various options for forecasting. Once a methodology is selected, we will document the methodology and input data and summarize the results.

TASK 3 DELIVERABLES
Memorandum on:
• Existing programs and service
• Environmental Issues
• Needs Assessment
• Identifying Gaps
Included with Task 5 Memorandum:
• Ridership Forecasting – Peer Cities Experience and Estimates for Ontario 33 Ontario Community Circulator Transit Planning Study
October 2, 2025
8 Task 4: Route Plan and Service/Operations Plan
Task 4.1 Route Plan
Fehr & Peers will develop initial concepts that connect the land uses and areas of the city identified as priorities from the staff and from the community and stakeholder engagement (similar to what is shown below, but as further defined in Task 1.1). The concepts will be aligned to fulfill the identified needs and service gaps in the existing network, and strive to build on, not compete with, the existing transit services. The service form could be an individual circulator route, multiple routes, or even a combination of circulator routes and microtransit, depending on the findings of Task 3 and preceding intents (Task 1.1). Next, we will optimize the concept’s service efficiency to help the
City make the most of its
available resources. Careful
attention will be given to cycle
times, layover locations, and
turning movements to avoid
any issues during
implementation. In
collaboration with the City and
potentially Omnitrans, we will
develop recommendations that
may include modifications to
existing services, the
introduction of new services,
and improved service integration. Each proposed recommendation will include route maps and potential stop locations.

As is relevant we may assess the proposed GOCAL service that will focus on the Arena-Airport-Convention Center area, as well as connections to Rancho Cucamonga. The final route plan may incorporate proposed transit services from the GOCAL study and the potential connections between the two systems – if found to be relevant.

Task 4.2 Service/Operations Plan
Fehr & Peers will develop service delivery options tailored to the type of recommended service (i.e. trolly type service as defined in Task 1.1). For bus services, options may include contracting with Omnitrans, a private transit provider, or utilizing City employees. For microtransit or other on-demand services, public-private partnerships with taxicab operators or transportation network companies (TNCs) could be considered.

We will prepare a service and operations plan, detailing hours of operation and frequency/ headways. Based on the service type identified in Task 4.1, we will also determine the appropriate vehicle size and type. Additionally, we will identify resources necessary for ongoing operations, such as maintenance locations, servicing, and paratransit needs.
34 Ontario Community Circulator Transit Planning Study
October 2, 2025
9 TASK 4 DELIVERABLES
• Route Plan
• Services and Operations Plan; Maintenance Program and Paratransit Plan Task 5: Funding Opportunities and Implementation Plan
Task 5.1 Funding Opportunities
Fehr & Peers will develop estimated costs for capital purchases and ongoing operating costs for the recommended service, which will be important in developing project budgets and grant applications. Our team will also identify potential local, regional, and state funding opportunities. This will include a summary of project eligibility, funding timelines, and local match requirements for each program. One funding opportunity is CalSTA SB1 and Cap-and-Trade grant programs, which may help fund capital components of the new service.

Task 5.2 Implementation Plan
Our team will develop an implementation plan for the proposed service. This implementation plan will be developed in coordination with City staff and relevant stakeholders, i.e. Omnitrans. Fehr & Peers has been involved in the implementation of other
community shuttles, including the Irvine
Connect service, and past development of the
iShuttle routes, and is currently engaged with
the City of West Hollywood in the
administration of its local circulator and
paratransit program. The implementation
plan will include a high-level timeline, a
pros/cons analysis of operation scenarios
(similar to what is shown to the right), and
identify if any environmental documentation
would be required.

TASK 5 DELIVERABLES
• Memorandum on Funding Strategies
• Memorandum on Implementation Plan
Task 6: Final Report and Presentation of Feasibility Study Task 6.1 Draft Report
Fehr & Peers will produce a Draft Ontario Community Shuttle Feasibility Report (or refined name determined in Task 1.1) documenting both the process and substance of the study effort. The Draft Report is intended to be a 35 Ontario Community Circulator Transit Planning Study
October 2, 2025
10 concise document that supplies the data, analysis, and all prepared memoranda leading to the recommendations for the Ontario Community Shuttle.

Task 6.2 Final Report
Fehr & Peers will respond to one round of review and consolidated comments from the City before preparing the Final Ontario Community Shuttle Feasibility Report.

TASK 6 DELIVERABLES
• Draft Ontario Community Shuttle Feasibility Report
• Final Ontario Community Shuttle Feasibility Report – four hardcopies and PDF copy 36 Ontario Community Circulator Transit Planning Study
October 2, 2025
11 Schedule
Proposed Project Schedule (Phased)
The Project is anticipated to Kick Off in October of 2025 and be completed by end of year 2026.

Phase
Year 2025 2026
Month Number 1 2 3 4 5 6 7 8 9 10 11 12
Phase 1 Task 1a: Project Management
Phase 2 Task 1b: Project Management
Phase 1 Task 2a: Community
Engagement
Phase 2 Task 2b: Community
Engagement
Phase 1 Task 3: Data Collection and
Needs Assessment *
Phase 2 Task 4: Route Plan and
Service/Operation Plan *
Phase 2 Task 5: Funding Opportunities
and Implementation Plan *
Phase 2 Task 6: Final Documentation *
* = Key task deliverable(s) submitted at beginning of month, 2 weeks of City review time, followed by submission of final deliverable(s) at end of month
Fehr & Peers will update schedule as part of monthly progress reports as need arises. 37 Ontario Community Circulator Transit Planning Study
January 22, 2026
12 Staff Hours
Phase 1
Fehr & Peers Project Manager Total Hours Principal- in-Charge Deputy Project Manager Strategic Advisor Graphics Transit Planner Admin Task 1a - Project Management 12 1 4 4 0 0 1.5 22.5
Task 2a - Community Engagement 8 0 8 2 6 8 0 32
Task 3 - Data Collection and Needs
Assessment 14 4 37 16 6 79 6 162
Task 4 - Route Plan and Service/Operations
Plan 0 0 0 0 0 0 0 0
Task 5 - Funding Opportunities and
Implementation Plan 0 0 0 0 0 0 0 0
Task 6 - Final Documentation 0 0 0 0 0 0 0 0
Phase 2
Fehr & Peers Project Manager Total Hours Principal- in-Charge Deputy Project Manager Strategic Advisor Graphics Transit Planner Admin Task 1b - Project Management 8 1 6 2 0 0 2.5 19.5
Task 2b - Community Engagement 12 0 16 0 16 24 4 72
Task 3 - Data Collection and Needs
Assessment 0 0 0 0 0 0 0 0
Task 4 - Route Plan and Service/Operations
Plan 4 4 20 9 10 41 2 90
Task 5 - Funding Opportunities and
Implementation Plan 4 2 18 8 0 22 2 56
Task 6 - Final Documentation 6 2 20 9 12 40 4 93
38 Ontario Community Circulator Transit Planning Study
January 22, 2026
13 Fee Table
Phase 1
Project
Manager
Principal
-inCharge
Deputy
Project
Manager
Strategic
Advisor Graphics Transit Planner Admin Labor Hours
Total
Tasks $220 $390 $190 $265 $175 $170 $165
Task 1 - Project Management
12 1 4 4 1.5 23 $5,098
Task 2 - Community Engagement

2.1 Stakeholder Eng. and Omnitrans Coordination 6 4 2 2 14 $2,960

2.2 Website Updates and Online Survey 2 4 4 8 18 $3,260

2.3 Outreach Events 0 $0
Task 3 - Data Collection and Needs Assessment

3.1 Existing Programs and Service 2 4 2 18 26 $4,790

3.2 Environmental Issues 2 4 1 8 15 $2,825

3.3 Needs Assessment 4 1 12 6 3 21 2 49 $9,565

3.4 Identify Gaps 4 2 10 5 3 20 2 46 $9,140

3.5 Forecasting 2 1 7 2 12 2 26 $5,060
Task 4 - Route Plan and Service/Operations Plan

4.1 Route Plan 0 $0

4.2 Service/Operations Plan 0 $0
Task 5 - Funding Opportunities and Implementation Plan

5.1 Funding Opportunities 0 $0

5.2 Implementation Plan 0 $0
Task 6 - Final Documentation

6.1 Draft Report 0 $0

6.2 Final Report 0 $0

6.3 Presentation of the Feasibility Study 0 $0
Direct Costs
Replica Data/Social PinPoint $3,000
Total for all Tasks 34 5 49 22 12 87 7.5 217 $45,698
39 Ontario Community Circulator Transit Planning Study
January 22, 2026
1 Phase 2
Project
Manager
Principal
-inCharge
Deputy
Project
Manager
Strategic
Advisor Graphics Transit Planner Admin Labor Hours
Total
Tasks $220 $390 $190 $265 $175 $170 $165
Task 1 - Project Management
8 1 6 2 2.5 20 $4,233
Task 2 - Community Engagement

2.1 Stakeholder Eng. and Omnitrans Coordination 0 $0

2.2 Website Updates and Online Survey 0 $0

2.3 Outreach Events 12 16 16 24 4 72 $13,220
Task 3 - Data Collection and Needs Assessment

3.1 Existing Programs and Service 0 $0

3.2 Environmental Issues 0 $0

3.3 Needs Assessment 0 $0

3.4 Identify Gaps 0 $0

3.5 Forecasting 0 $0
Task 4 - Route Plan and Service/Operations Plan

4.1 Route Plan 2 2 12 5 6 20 47 $9,275

4.2 Service/Operations Plan 2 2 8 4 4 21 2 43 $8,400
Task 5 - Funding Opportunities and Implementation Plan

5.1 Funding Opportunities 2 1 8 2 10 23 $4,580

5.2 Implementation Plan 2 1 10 6 12 2 33 $6,690
Task 6 - Final Documentation

6.1 Draft Report 4 1 12 6 8 28 2 61 $11,630

6.2 Final Report 2 1 8 3 4 12 2 32 $6,215

6.3 Presentation of the Feasibility Study 0 $0
Direct Costs
Total for all Tasks 34 9 80 28 38 127 14.5 331 $64,243
40 41
Department: Public Works
Prepared By: Jose Aguilar
Department: Public Works
Prepared By: Tricia Maruki
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Bonnie Tam, Jacqueline
Leon
Approved By:

SPRING CDBG MAINTENANCE SLURRY SEAL AND PAVEMENT MANAGEMENT

PROJECT

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council take the following actions:

A. Authorize the City Manager, or his designee, to execute a Construction Contract with Pavement Rehab Company, of Anaheim, California, for the 2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project in the amount of $663,000, plus a 10% contingency of $66,300 for a total not-to-exceed contract amount of $729,300; and B. Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT: The recommended Construction Contract with Pavement Rehab Company is in the amount of $663,000 plus a 10% contingency of $66,300 for a total not-to-exceed contract amount of $729,300. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Community Development Block Grant (CDBG), Road Maintenance and Rehabilitation Account (SB1), and Measure I Funds for the construction of the 2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project.
42 BACKGROUND & ANALYSIS: The 2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project general scope of work to be performed under this construction contract consists of removal and replacement of Portland Cement Concrete (PCC) sidewalk, removal and replacement of PCC curb & gutter, removal and replacement of drive approaches, curb ramps, installation of detectable warning surfaces, type II Emulsion Aggregate Slurry application, thermoplastic striping and marking removal and replacement, weed abatement application, crack sealing, asphalt concrete skin patching, and installation and adjustment of other appurtenances necessary to complete the improvements as described in the Plans and Specifications. This project will extend the lifespan of the streets by ten years and will prevent more costly future repairs. A project location map is provided for reference as Exhibit “A”.

In January 2026, the City received two bids in response to Request for Bids (RFB) No. 1956. The following is a summary of the bid results:

COMPANY LOCATION AMOUNT
Pavement Rehab Company Anaheim, California $663,000
All American Asphalt Corona, California $665,283
Pavement Rehab Company, of Anaheim, California, is the apparent low bidder that met all the required specifications with a base cost of $663,000. Based on the credentials and favorable reference checks, Staff recommends awarding a construction contract to Pavement Rehab Company for the 2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project.

ENVIRONMENTAL REVIEW: The environmental impacts of this project were reviewed and Staff determined that the Project is categorically exempt from the requirements of the California Environmental Quality Act pursuant to Section 15301 (Class 1, Existing Facilities) of the California Environmental Quality Act, whereas the project consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of lead agency's determination. 43 2118
2123 2124 2125 2126 2131 2132 2133 - 2139 2134 2140 2141 - 2147 2142 2148 2150 2156 2157 - 2163 2158 2161 - 2171 2164 1102 - 1108 1110 - 1116 1118 - 1124 1126 - 1132 1130 - 1138 1142 - 1148 1150 - 1156 1158 - 1164 1166 - 1172 1174 - 2167 2033 2034 2039 2040 2041 2042 2047 2048 2049 2050 2055
2056 2058 2063 2064 2065 2066 2071 2072 2074
2080
2101 2102
2107 2108 2109
21102115
2116
2117 E D C A F G SAN BERNARDINO FWY (I-10) MISSION BLVD POMONA FWY (SR-60)

GROVE AVE

VINEYARD AVE

BON VIEW AVE

ARCHIBALD AVE ARCHIBALD AVE MISSION BLVD HOLT BLVD FOURTH ST FRANCIS ST PHILADELPHIA ST JURUPA ST INLAND EMPIRE BLVD ACACIA ST PHILADELPHIA ST D ST B HOLT BLVD

SAN ANTONIO AVE

EUCLID AVE

MOUNTAIN AVE D STREET

BOULDER AVE

MOUNTAIN AVE FRANCIS ST PHILLIPS ST

EUCLID AVE
CAMPUS AVE 2026 SPRING CDBG MAINTENANCE SLURRY SEAL AND PAVEMENT MANAGEMENT PROJECT N NOT TO SCALE INDEX MAP 44 46700.00920\42650555.1
MAYOR
PAUL S. LEON

MAYOR PRO TEM
ALAN D. WAPNER

COUNCIL MEMBERS

DEBRA PORADA
JIM W. BOWMAN

DAISY MACIAS

CITY CLERK

SHEILA MAUTZ

CITY TREASURER
JAMES R. MILHISER

CITY MANAGER

SCOTT OCHOA
(BB&K 2020) - 1 - SECTION 00500

CONTRACT
SECTION 00500

CONTRACT
THIS CONTRACT is entered as of ____________, in the County of San Bernardino, State of California, by and between the City of Ontario, hereinafter called City, and Pavement Rehab Company hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:
2026 Spring CDBG Maintenance Slurry Seal and Pavement Management Project The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within Thirty (30) Working Days from the commencement date stated in the Notice to Proceed, herein after the Contract Time. By its signature hereunder, Contractor agrees the Contract Time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Six Hundred Sixty-Three Thousand Dollars ($663,000), hereinafter the Contract Price. Payment shall be made as set forth in the General Conditions.

ARTICLE 4. LIQUIDATED DAMAGES. The Contractor acknowledges that the City will sustain actual damages for each and every day completion of the Project is delayed beyond the Contract Time.

Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, as provided in Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $3,600 for each and every calendar day of delay in completing the Work beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event the 45 46700.00920\42650555.1
(BB&K 2020) - 2 - SECTION 00500

CONTRACT
Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

Should Contractor be inexcusably delayed in the performance of the Work, City may deduct Liquidated Damages based on its estimate of when Contractor will achieve Final Completion or other milestones. City need not wait until Final Completion to withhold Liquidated Damages from Contractor.

Liquidated Damages are not a penalty but an agreed upon estimate of the actual damages that would be sustained by the City for delay, including but not limited to loss of revenue, inconvenience to the City and the public, and increased Project administration expenses, such as extra inspection, construction management, staff time and architectural and engineering expenses. Liquidated Damages do not include actual damages the City incurs on account of claims by third parties against the City on account of any delay.

Should money due or to become due to the Contractor be insufficient to cover Liquidated Damages or other offsets due, then Contractor forthwith shall pay the remainder of the assessed liquidated damages to City.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following documents, each of which is incorporated into this Contract by reference:
• Notice Inviting Bids
• Instructions to Bidders
• Bid Form
• Contractor’s Certificate Regarding Workers’ Compensation form • Bid Bond
• List of Subcontractors form
• Contractor Information and Experience Form
• Non-Collusion Declaration form
• Public Works Contractor Registration Certification form • Iran Contracting Act Certification form
• Fleet Compliance Certification form
• Contract
• Performance Bond
• Payment Bond
• Environmental documents and approvals (If Applicable) • General Conditions
• Special Conditions
• Standard Specifications for Public Works Construction (Greenbook), latest edition, except Sections 1-9
• Technical Specifications
• Addenda (If Applicable)
• Plans and Drawings
• Approved and fully executed Change Orders
46 46700.00920\42650555.1
(BB&K 2020) - 3 - SECTION 00500

CONTRACT
• Applicable Local Agency Standards and Specifications, as last revised • Federal Requirements (If Applicable)
• Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including but not limited to, the provisions of the California Labor Code and Public Contract Code applicable to this Project.

If the Work involves federal funds, the Contractor and all its subcontractors shall comply with all requirements set forth in the attached Federal Requirements.

ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at City Clerk’s office or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
47 46700.00920\42650555.1
(BB&K 2020) - 4 - SECTION 00500

CONTRACT
IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
ATTEST:

By:

Sheila Mautz, City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

PAVEMENT REHAB COMPANY
By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number

END OF CONTRACT
48 Department: Financial Services
Prepared By: Pablo De Lara
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 5
SUBJECT: AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA21- 009) BETWEEN THE CITY OF ONTARIO AND WEST HAVEN 27, LLC.

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council adopt an Ordinance approving a Development Agreement (File No. PDA21-009) between the City of Ontario and West Haven 27, LLC.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT: There is no direct fiscal impact associated with this action. The Development Agreement will provide funding from the formation of a Community Facilities District (CFD) for City services and facilities required to support this Ontario Ranch project. In addition, the City will receive development impact, compliance processing, licensing, and permitting fees.

BACKGROUND & ANALYSIS: The Ontario Ranch financial commitments required for construction of properties within a Specific Plan are substantial. Therefore, to adequately forecast these costs and gain assurance that the project may proceed under the existing policies, rules, and regulations, West Haven 27, LLC (collectively the "Applicant" or "Owner"), has requested that the City enter into negotiations to create a Development Agreement (Agreement).

The Agreement proposes to include 27.77 acres of land within Planning Area 1 of the West Haven Specific Plan, as shown on the attached Exhibit A. The Agreement grants the Applicant a vested right to develop Tentative Tract Map 20696 (the Map), located at the southwest corner of Riverside Drive and Haven Avenue, provided that the Owner complies with the terms and conditions of the Specific Plan and related Environmental Impact Report (EIR). 49 The Map (see attached Exhibit B) proposes to subdivide 27.77 acres of land into seven numbered lots and eight lettered lots, for condominium purposes.

The term of the Agreement is for ten years, with a five-year option to renew. The main points of the Agreement address funding for all new City expenses created by the project, which includes Development Impact Fees (DIF) for construction of public improvements (i.e. streets and bridges, sewer, water, storm drain and fiber), and the creation of a Community Facilities District (CFD) for the services and maintenance of public facilities.

In considering the Agreement at their meeting on February 24, 2026, the Planning Commission found the Agreement to be consistent with State law, The Ontario Plan, and the City's Development Agreement policies. As a result, the Planning Commission unanimously approved and adopted Resolution No. PC26-013, recommending City Council approval of the Agreement.

On March 17, 2026, the City Council held a public hearing to introduce and waive further reading of an Ordinance approving the Development Agreement (File No. PDA21-009).

ENVIRONMENTAL REVIEW: The environmental impacts of this Project were previously reviewed in conjunction with Addendum to West Haven Environmental Impact Report (State Clearinghouse No. 200471095), certified by the Ontario City Council on January 16, 2007. This Application introduces no new significant environmental impacts.
50 Exhibit A: WEST HAVEN SPECIFIC PLAN LAND USE MAP
51 Exhibit B: TENTATIVE TRACT MAP NO. 20696
52 ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, RECOMMENDING CITY COUNCIL APPROVE FILE NO.

PDA21-009, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
ONTARIO AND WEST HAVEN 27, LLC TO ESTABLISH THE TERMS AND CONDITIONS ASSOCIATED WITH TENTATIVE TRACT MAP 20696 (FILE NO. PMTT24-003), LOCATED AT THE SOUTHWEST CORNER OF
RIVERSIDE DRIVE AND HAVEN AVENUE, WITHIN PLANNING AREA 1 OF THE WEST HAVEN SPECIFIC PLAN (APN: 0218-151-48).

WHEREAS, WEST HAVEN 27, LLC ("Applicant") has filed an Application for the approval of a Development Agreement, File No. PDA21-009, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and WHEREAS, the Application applies to 27.77 acres of land, located at the southwest corner of Riverside Drive and Haven Avenue, within Planning Area 1 of the West Haven Specific Plan; and
WHEREAS, the Applicant submitted Tentative Tract Map No. 20696 (File No.

PMTT24-003), subdividing 27.77 acres of land into 7 numbered lots and 8 lettered lots, for condominium purposes; and
WHEREAS, the environmental impacts of this Project were previously reviewed in conjunction with Addendum to West Haven Environmental Impact Report (State Clearinghouse No. 200471095), certified by the Ontario City Council on January 16, 2007.

This Application introduces no new significant environmental impacts; and WHEREAS, the City's "Local Guidelines for the Implementation of the California Environmental Quality Act (CEQA)" provide for the use of a single environmental assessment in situations where the impacts of subsequent projects are adequately analyzed; and
WHEREAS, Ontario Development Code Table 2.02-1 (Review Matrix) grants the City Council the responsibility and authority to review and make recommendations to the City Council on the subject Application; and
WHEREAS, the Project has been reviewed for consistency with the Housing Element of the Policy Plan component of The Ontario Plan, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principals, goals, and policies of the Housing Element; and
53 WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (hereinafter referred to as "ALUCP"), which applies only to jurisdictions within San Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and
WHEREAS, City of Ontario Development Code Division 2.03 (Public Hearings) prescribes the manner in which public notification shall be provided and hearing procedures to be followed, and all such notifications and procedures have been completed; and
WHEREAS, on February 24, 2026 the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and
WHEREAS, on March 17, 2026, the City Council of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

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

SECTION 1. Environmental Determination and Findings. As the recommending body for the Project, the City Council has reviewed and considered the information contained in the previous Certified EIR and supporting documentation. Based upon the facts and information contained in the previous Certified EIR and supporting documentation, the City Council finds as follows:
(1) The environmental impacts of this Project were previously reviewed in conjunction with an Addendum to West Haven Environmental Impact Report (State Clearinghouse No. 200471095), certified by the Ontario City Council on January 16, 2007; and
(2) The previous Certified EIR contains a complete and accurate reporting of the environmental impacts associated with the Project; and
(3) The previous Certified EIR was completed in compliance with CEQA and the Guidelines promulgated thereunder; and
(4) The previous Certified EIR reflects the independent judgment of the City Council; and
54 (5) The proposed Project will introduce no new significant environmental impacts beyond those previously analyzed in the previous Certified EIR, and all mitigation measures previously adopted with the Certified EIR, are incorporated herein by this reference.

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

SECTION 3. Housing Element Compliance. Pursuant to the requirements of California Government Code Chapter 3, Article 10.6, commencing with Section 65580, as the recommending body for the Project, the City Council finds that based on the facts and information contained in the Application and supporting documentation, at the time of Project implementation, the project is consistent with the Housing Element of the Policy Plan (General Plan) component of The Ontario Plan. The project site is not one of the properties in the Housing Element Sites contained in Tables B-1 and B-2 (Housing Element Sites Inventory) of the Housing Element Technical Report. 55 SECTION 4. Airport Land Use Compatibility Plan ("ALUCP") Compliance. The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan.
(1) On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the recommending body for the Project, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2- 2) and Safety Zones (ONT ALUCP Map 2-2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones (ONT ALUCP Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the CITY COUNCIL, therefore, finds and determines that the Project, is will be 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 consistent with the California Airport Land Use Planning Handbook and the CNO ALUCP. As the recommending body for the Project, 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 Chino ALUCP.

SECTION 5. Concluding Facts and Reasons. Based upon the substantial evidence presented to the City Council during the above-referenced hearing, and upon the specific findings set forth in Section 1 through 4, above, the City Council hereby concludes as follows:
56 (1) The Development Agreement applies to approximately 27.77 acres of land located at the southwest corner of Riverside Drive and Haven Avenue, within Planning Area 1 of the West Haven Specific Plan; and
(2) The Development Agreement establishes parameters for the development of land within the West Haven Specific Plan. The Development Agreement also grants the Applicant, the right to develop, the ability to quantify the fees; and establish the terms and conditions that apply to those projects. These terms and conditions are consistent with The Ontario Plan Policy Plan (General Plan), design guidelines and development standards for the West Haven Specific Plan; and
(3) The Development Agreement grants the Applicant a vested right to develop Tentative Tract Map 20696 (File No. PMTT24-003) as long as the Applicant complies with the terms and conditions of the West Haven Specific Plan and EIR. Tentative Tract Map 20696 is located at the southwest corner of Riverside Drive and Haven Avenue and proposes to subdivide 27.77 acres of land into 7 numbered lots and 8 lettered lots, for condominium purposes; and
(4) The Development Agreement has been prepared in conformance with the goals and policies of The Ontario Plan Policy Plan (General Plan); and (5) The Development Agreement does not conflict with the Land Use Policies of The Ontario Plan Policy Plan (General Plan) and will provide for development, within the district, in a manner consistent with the Policy Plan and with related development; and
(6) This Development Agreement will promote the goals and objectives of the Land Use Element of the Policy Plan; and
(7) This Development Agreement will not be materially injurious or detrimental to the adjacent properties and will not have a significant impact on the environment or the surrounding properties for which an Addendum to West Haven Environmental Impact Report (State Clearinghouse No. 200471095), certified by the Ontario City Council on January 16, 2007; and
(8) This Application introduces no new significant environmental impacts. All previously adopted mitigation measures are a condition of project approval and are incorporated herein by this reference.

SECTION 6. Based upon the findings and conclusions set forth in Sections 1 through 5, above, the City Council hereby APPROVES the Development Agreement (File No. PDA24-004), attached hereto as "Attachment A," and incorporated herein by this reference.

SECTION 7. The City Council acknowledges that refinements and further development of the Ontario Ranch development area may demonstrate that changes are 57 appropriate with respect to the details and performance of the parties under the Development Agreement. The City Council desires to retain a certain degree of flexibility with respect to the details of the Ontario Ranch developments, and with respect to those items covered in general terms under the Development Agreement. If and when the City Manager (or designee) and the Developer mutually find that changes, adjustments, or clarifications are appropriate to further the intended purposes of the Development Agreement, and such are not materially inconsistent with the Development Agreement, they may, unless otherwise required by law, effectuate such changes, adjustments, or clarifications by written amendment to this Agreement, or through one or more memoranda which are mutually approved by the City Manager on behalf of the City and by the Developer, and, after execution, shall be attached to the Development Agreement and become a part thereof. Unless otherwise required by law, no such changes, adjustments, or clarifications shall require prior notice or hearing before the City Council. The City Manager, with the approval of the City Attorney, shall have the authority but not the obligation to execute amendments, memoranda or other documents, and may take any action necessary to implement the Development Agreement.

SECTION 8. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

SECTION 9. 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 10. 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 11. This Ordinance shall become effective 30 days following its adoption.

SECTION 12. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within 15 days following the adoption. The City Clerk shall post a certified copy of this ordinance, 58 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 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
_________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
59 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

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:

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 ________, 2026 and that Summaries of the Ordinance were published on __________, 2026 and _____________, in the Inland Valley Daily Bulletin newspaper. __________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
60 ATTACHMENT A:

FILE NO. PDA21-009

DEVELOPMENT AGREEMENT
By and Between
City of Ontario
a California municipal corporation
and
West Haven 27, LLC
a Delaware limited liability company
(Development Agreement to follow this page)
61 45774.0021C\7810652.1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF ONTARIO

CITY CLERK / RECORDS MANAGEMENT
303 EAST “B” STREET
ONTARIO, CA 91764-4196
Exempt from Fees Per Gov. Code § 6103
______________________________________________________________________ Space above this line for Recorder’s Use Only
FILE NO. PDA21-009

DEVELOPMENT AGREEMENT
By and Between
City of Ontario
a California municipal corporation
and
West Haven 27, LLC
A Delaware limited liability company
_________________________, 2026
San Bernardino County, California
62 -2-

DEVELOPMENT AGREEMENT PDA21-009
This Development Agreement (hereinafter “Agreement”) is entered into effective as of the ____ day of ____________, 2026 by and among the City of Ontario, a California municipal corporation (hereinafter “CITY”) and West Haven 27, LLC (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and
WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and
WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement in that the West Haven Specific Plan (State Clearinghouse No. 2004071095 (the “FEIR”). The City Council found and determined that the FEIR was prepared in accordance with the requirements of the California Environmental Quality Act and adequately describes the impacts of the project described in the FEIR, which included consideration of this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and the West Haven Specific Plan; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary 63 -3-

improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and
WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement.

WHEREAS, the Property is located in an area of the City of Ontario that has been known as the “New Model Colony” area and the New Model Colony area has now been renamed as “Ontario Ranch.”
WHEREAS, the property developer/owners are made aware of the South Archibald Trichloroethylene (TCE) Plume Disclosure Letter (Exhibit “G”). Property owner may wish to provide the attached Letter as part of the Real Estate Transfer Disclosure requirements under California Civil Code Section 1102 et seq. This may include notifications in the Covenants, Conditions and Restrictions (CC&Rs) or other documents related to property transfer and disclosures. Additional information on the plume is available from the Santa Ana Regional Water Quality Control Board at http://geotracker.waterboards.ca.gov/profile_report.asp?global_id=T10000004658

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “CITY” means the City of Ontario, California, a California municipal corporation.

1.1.3 “Construction Agreement” means that certain Agreement for the Financing and Construction of Phases I and II Infrastructure Improvements to Serve an Easterly Portion of the New Model Colony, entered into between the CITY and NMC Builders as of the 4th day of October, 2005, and all amendments thereto and “Construction Agreement Amendment” means that First Amended and Restated Agreement for the Financing and Construction of Limited Infrastructure Improvements to Serve and Easterly Portion of the New Model Colony entered into between the CITY and NMC Builders as of the 21st day of August 2012.
64 -4-

1.1.4 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of public infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to:
(a) specific plans and specific plan amendments;
(b) tentative and final subdivision and parcel maps;
(c) development plan review;
(d) conditional use permits (including model home use permits), public use permits and plot plans;
(e) zoning;
(f) grading and building permits.

1.1.6 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7 “Development Impact Fee” means a monetary exaction, other than a tax or special assessment, whether characterized as a fee or a tax and whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, and, for purposes of this Agreement only, includes fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4, For purposes of this Agreement only, "Development Impact Fee" shall not include processing fees and charges imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local Government 65 -5-

Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superceded, including by amendment or replacement.

1.1.8 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property.

1.1.9 “Effective Date” means the date that the ordinance approving this Agreement goes into effect.

1.1.10 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date.

1.1.11 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Land Use Regulations that are in effect and a matter of public record on the Effective Date.

1.1.12 “General Plan” means the General Plan adopted on August 16, 2022.

1.1.13 “Improvement” or “Improvements” means those public improvements required to support the development of the Project as described in the Tract Map conditions for Tract No. 20696 as further described in Exhibit “F” (the “Infrastructure Improvements Exhibit”).

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
66 -6-

(d) the granting of encroachment permits and the conveyance of similar rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.15 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.16 “Net MDD” means net maximum daily water demand.

1.1.17 “NMC Builders” means the consortium of investors and developers responsible for the construction of infrastructure within the New Model Colony incorporated as NMC Builders, LLC.

1.1.18 “Model Units” includes model units, private common recreation facilities and sales facilities constructed by OWNER prior to the construction of any Production units and not offered for sale and occupancy for a period of time after the issuance of permits for Production Units.

1.1.19 “OWNER” means the persons and entities listed as owner on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.20 “Production Unit(s)” means all units constructed for sale and occupancy by OWNER and excludes the specified number of Model Units constructed by OWNER for promotion of sales.

1.1.21 “Project” means the development of the Property contemplated by the Development Plan, as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.22 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.23 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement.

1.1.24 “Specific Plan” means that certain specific plan adopted by the City Council, and entitled, “West Haven Specific Plan.”

1.1.25 "Storm Water Treatment Capacity Availability” means a designated portion of the total Storm Water Treatment Capacity Availability made available through the completion of construction of a Phase of regional storm water treatment facilities by the NMC Builders LLC as described in the Construction Agreement Amendment. The amount, in acres, of Storm Water Treatment Capacity Availability required for the issuance of a grading permit shall be based upon the factors and assumptions listed in the Construction Agreement Amendment.
67 -7-

1.1.26 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property.

1.1.27 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.1.28 “Water Availability Equivalent (WAE)” means a designated portion of the total Net MDD made available through the construction of each Phase described in the Water Phasing Plan of the Construction Agreement. The number of Water Availability Equivalents (of portions thereof) required for the issuance of each building permit shall be based upon water demand factors and assumptions listed in the Construction Agreement and Construction Agreement Amendment as “Water Availability Equivalents by Land Use” for each land use category.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.

Exhibit “B” — Map showing Property and its location.

Exhibit “C” — Existing Development Approvals.

Exhibit “D” — Existing Land Use Regulations.

Exhibit “E” — Description of Required Infrastructure Improvements Exhibit “F” — Depiction of Required Infrastructure Improvements Exhibit Exhibit “G” - Form of Plume Disclosure Letter

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement.

2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof, or has the right to acquire fee simple title to the Property or a portion thereof from the current owner(s) thereof. To the extent OWNER does not own fee simple title to the Property, OWNER shall obtain written consent from the current fee owner of the Property agreeing to the terms of this Agreement and the recordation thereof.

Agreement may be extended for an additional five (5) years following expiration of the initial ten (10) year term, provided the following have occurred:
(a) OWNER provides at least 180 days written notice to CITY prior to expiration of the initial term; and
(b) In non-mixed use and residential use only projects, the OWNER shall have obtained, as applicable, building permits for at least seventy percent (70%) of the actual number of residential units permitted under this Agreement; and (c) OWNER is not then in uncured default of this Agreement.

2.4 Assignment.

2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.), to any person, partnership, limited liability company, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following:
(a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. OWNER may be required to provide disclosure that the Property is within the South Archibald Trichloroethylene (TCE) Plume. OWNER may wish to provide the attached Disclosure Letter (Exhibit G) as part of the Real Estate Transfer Disclosure requirements under California Civil Code Section 1102 et seq. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY’s City Manager, in writing, of such sale, transfer or assignment and shall provide CITY with: (1) an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the portion of the Property so sold, transferred or assigned; and (2) the payment of the applicable processing charge to cover the CITY’s review and consideration of such sale, transfer or assignment. (c) Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement.

Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. The City Manager shall have the authority to 69 -9-

review, consider and either approve, conditionally approve, or deny any proposed sale, transfer or assignment that is not made in compliance with this section 2.4.

2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring owner is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring owner of the following conditions:
(a) OWNER no longer has a legal or equitable interest in all or any part of the portion of the Property sold, transferred or assigned.
(b) OWNER is not then in default under this Agreement.
(c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder.

2.4.3 Effect of Assignment and Release of Obligations. In the event of a sale, transfer or assignment pursuant to the provisions of Section 2.4.2 above:
(a) The assignee shall be liable for the performance of all obligations of OWNER with respect to transferred property, but shall have no obligations with respect to the portions of the Property, if any, not transferred (the “Retained Property”). (b) The owner of the Retained Property shall be liable for the performance of all obligations of OWNER with respect to Retained Property, but shall have no further obligations with respect to the transferred property.
(c) The assignee’s exercise, use and enjoyment of the Property or portion thereof shall be subject to the terms of this Agreement to the same extent as if the assignee were the OWNER.

2.4.4 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

(a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and,
(b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4 of this Agreement have been paid.

2.4.6 Partial Assignment and Assumption. CITY and OWNER agree OWNER may partially assign its obligations and rights under this Agreement, and all amendments hereto, to a purchaser, transferee or assignee of a lot, which has been subdivided subject to provisions of a partial assignment and assumption agreement in a form approved by CITY. Any such complete and executed partial assignment and assumption of this Agreement shall be submitted to CITY for approval pursuant to Section 2.4.1 of this Agreement. CITY shall review, and if the above conditions, including but not limited to, those conditions in Section 2.4.2, are satisfied, CITY may approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.6 shall cause, or otherwise affect, a release of OWNER from the duties and obligations under this Agreement that are retained by OWNER and excluded from the transfer or assignment.

The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. Notwithstanding the foregoing sentence, if the CITY initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, CITY shall first give notice to the OWNER of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation.

2.5.1 Amendment to Reflect Consistency With Future Amendments to the Construction Agreement. To the extent any future amendment to the Construction Agreement provides for modifications to rights or obligations that differ from or alter the same or similar rights or obligations contained in this Development Agreement, OWNER reserves the right to request an amendment to the Development Agreement to reflect any or all of such modifications.
71 -11-

2.5.2 Minor Modification. Upon the written application of OWNER, minor modifications and changes to the Development Plan including modifications to building design or footprint (not affecting minimum setbacks), parking layout and design, and landscape area design may be approved by the Director of the Planning Department without the need to amend this Development Agreement. Other changes in the Development Plan shall be processed pursuant to the City Zoning Ordinance. It is also contemplated by CITY and OWNER that OWNER may, from time to time, seek amendments to one or more of the Development Approvals. Any such amendments are contemplated by CITY and OWNER as being within the scope of this Agreement as long as they are consistent with the Land Use Regulations and shall, upon approval by CITY, continue to constitute the Development Approvals as referenced herein. The parties agree that any such modifications or amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement.

2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section 2.3.
(b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
(d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY.

(b) All notices shall be in writing and shall be considered given either: (i) when delivered in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows:

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to OWNER:

West Haven 27, LLC
Attn: Bryan Goodman
1156 N. Mountain Ave.

Upland, CA 91786
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

West Haven 27, LLC
Attn: Brad Francke
1156 N. Mountain Ave.

Upland, CA 91786
(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan.

In connection with any Subsequent Development Approval, CITY shall exercise discretion in accordance with the same manner as it exercises its discretion under its police powers, including the Reservations of Authority set forth herein; provided 73 -13-

however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed.

Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment.

3.4 Requirement for Public Infrastructure Improvements. Development of the Property is contingent in part on the phasing of area-wide infrastructure improvements over which the OWNER has control. The issuance of building permits by CITY for Model Units and Production Units is, in general, contingent on OWNER’s completion of needed infrastructure improvements and the availability of improvements and services to serve the Property.

3.4.1 Attached hereto as Exhibits “E” and “F” are a description and depiction, respectively, of the improvements needed for development of the Property. In the event of any discrepancy between Exhibit E and Exhibit F, Exhibit F shall control.

3.4.2 Construction of Model Units, private common recreation facilities, and sales facilities is subject to plan submittal by OWNER and approval by CITY.

Said plan shall illustrate that adequate public infrastructure is available to serve these uses, and shall describe the utilities and other infrastructure necessary to provide sufficient fire protection and other public health and safety requirements.

If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined in CITY’s reasonable discretion, a change to the Existing Development 74 -14-

Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or,
(c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or,
(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.6 Reservations of Authority.

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the CITY shall not be prevented from applying new rules, regulations and policies upon the OWNER, nor shall a development agreement prevent the CITY from denying or conditionally approving any subsequent development project application on the basis of such new rules, regulations and policies where the new rules, regulations and policies consist of the following:
(a) Processing fees by CITY to cover costs of processing applications for development approvals or for monitoring compliance with any development approvals;
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records and any other matter of procedure;
(c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY; provided however that, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the standards and specifications that are expressly identified in the Specific Plan;
(d) Regulations that may conflict with this Agreement and the Development Plan but that are reasonably necessary to protect the residents of the project and/or of the immediate community from a condition perilous to their health or safety;
75 -15-

(e) Regulations that do not conflict with those rules, regulations and policies set forth in this Agreement or the Development Plan; (f) Regulations that may conflict but to which the OWNER consents.

3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations that do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan.

3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. In the event OWNER alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the CITY does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided however, that nothing contained in this Section 3.6.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.6.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract.

3.7 Public Works; Utilities. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction. As a condition of development approval, OWNER shall connect the Project to all utilities necessary to provide adequate water, recycled water, sewer, gas, electric, and other utility service to the Project. As a further condition of development approval, OWNER shall contract with the CITY for CITY-owned or operated utilities for 76 -16-

this purpose, for such price and on such terms as may be available to similarly situated customers in the CITY.
(INSERT Specific Infrastructure Development Requirements)

3.7.1 OWNER agrees that development of the Project shall require the construction of storm drain improvements as described in Exhibit E and depicted in Exhibit F. OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the storm drain improvements, as described in Exhibit E and depicted in Exhibit F.

3.7.2 OWNER agrees that development of the Project shall require the construction of street improvements as described in Exhibit E and depicted in Exhibit F. OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the street improvements, as described in Exhibit E and depicted in Exhibit F.

3.7.3 OWNER agrees that development of the Property shall require the construction of water and recycled water improvements as described in Exhibit E and depicted in Exhibit F. OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the water and recycled water improvements as described in Exhibit E and depicted in Exhibit F. OWNER also agrees that recycled water shall be available and utilized by OWNER for all construction-related water uses including prior to, and during, any grading of the Property.

3.7.4 OWNER agrees that development of the Property shall require the construction of sewer improvements, as described in the attached Exhibit E and depicted in Exhibit F. OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the sewer improvements, as described in Exhibit E and depicted in Exhibit F.

3.7.5 OWNER agrees that development of the Property shall require the extension of fiber optic communications improvements as described in the attached Exhibit E and depicted in Exhibit F. OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the fiber optic communication improvements, as described in Exhibit E and depicted in Exhibit F.

3.7.6 OWNER agrees that existing if SCE poles along Haven Avenue have not yet been removed or underground at the time of construction, Owner may install a striped median in place of the raised median.

3.7.7 OWNER agrees to provide evidence from SCE that the design of the undergrounding of the SCE power poles along Riverside Dr. has begun prior to the first building permit. OWNER agrees that the designs of the undergrounding with SCE and Riverside Dr. frontage improvements shall be completed prior to 77 -17-

the 50th percentile occupancy and improvements completed prior to the 80th percentile of building permits.

3.8 Acquisition of Offsite Provision of Real Property Interests. In any instance where OWNER is required by any Development Approval or Land Use Regulation and the Construction Agreement to construct any public improvement on land not owned by OWNER (“Offsite Improvements”), the CITY and OWNER shall cooperate in acquiring the necessary legal interest (“Offsite Property”) in accordance with the procedures set forth in Section 2.4 of the Construction Agreement. This section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority.

If the OWNER is unable to acquire such Non-Construction Agreement Offsite Property, and following the written request from the OWNER to CITY, CITY agrees to use reasonable and diligent good faith efforts to acquire the NonConstruction Agreement Offsite Property from the owner or owners of record by negotiation to the extent permitted by law and consistent with this Agreement. If CITY is unable to acquire the Non-Construction Agreement Offsite Property by negotiation within thirty (30) days after OWNER’S written request, CITY shall, initiate proceedings utilizing its power of eminent domain to acquire that NonConstruction Agreement Subject Property at a public hearing noticed and conducted in accordance with California Code of Civil Procedure Section 1245.235 for the purpose of considering the adoption of a resolution of necessity concerning the Non-Construction Agreement Offsite Property, subject to the conditions set forth in this Section 3.8. The CITY and OWNER acknowledge that the timelines set forth in this Section 3.8.1 represent the maximum time periods which CITY and OWNER reasonably believe will be necessary to complete the acquisition of any Non-Construction Agreement Offsite Property. CITY agrees to use reasonable good faith efforts to complete the actions described within lesser time periods, to the extent that it is reasonably able to do so, consistent with the legal constraints imposed upon CITY.

3.8.2 Owner’s Option to Terminate Proceedings. CITY shall provide written notice to OWNER no later than fifteen (15) days prior to making an offer to the owner of the Non-Construction Agreement Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease all acquisition proceedings with respect to that Non-Construction Agreement Offsite Property, whereupon CITY shall cease such proceedings.

CITY shall provide written notice to OWNER no later than fifteen (15) days prior 78 -18-

to the date of the hearing on CITY’S intent to consider the adoption of a resolution of necessity as to any Non-Construction Agreement Offsite Property.

At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease condemnation proceedings, whereupon CITY shall cease such proceedings. If OWNER does not notify CITY to cease condemnation proceedings within said fifteen (15) day period, then the CITY may proceed to consider and act upon the Non-Construction Agreement Offsite Property resolution of necessity. If CITY adopts such resolution of necessity, then CITY shall diligently institute condemnation proceedings and file a complaint in condemnation and seek an order of immediate possession with respect to the Non-Construction Agreement Offsite Property.

3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. CITY agrees to cooperate fully, at no cost to CITY, with OWNER in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict with any laws, regulations or policies of the CITY.

3.10 Tentative Tract Maps; Extension. With respect to applications by OWNER for tentative subdivision maps for portions of the Property, CITY agrees that OWNER may file and process tentative maps in accordance with Chapter 4.5 (commencing with Section 66498.1) of Division 2 of Title 7 of the California Government Code and the applicable provisions of CITY’s subdivision ordinance, as the same may be amended from time to time. In accordance with the provisions of Section 66452.6 of the Government Code, each tentative subdivision map or tentative parcel map, heretofore or hereafter approved in connection with development of the Property, shall be deemed to have been granted an extension of time to and until the date that is five (5) years following the Effective Date of this Agreement.; The CITY’s City Council may, in its discretion, extend any such map for an additional period of up to five (5) years beyond its original term, so long as the subdivider files a written request for an extension with the City prior to the expiration of the initial five (5) year term.

4. PUBLIC BENEFITS.

4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER that should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project.

4.2 Development Impact Fees.
79 -19-

4.2.1 Amount of Development Impact Fee. Development Impact Fees (DIF) shall be paid by OWNER. The Development Impact Fee amounts to be paid by OWNER shall be the amounts that are in effect at the time such amounts are due. Nothing contained in this Agreement shall affect the ability of the CITY to impose new Development Impact Fees or amend the amounts of existing Development Impact Fees. Additionally, nothing contained in this Agreement shall affect the ability of other public agencies that are not controlled by CITY to impose and amend, from time to time, Development Impact Fees established or imposed by such other public agencies, even though such Development Impact Fees may be collected by CITY.

4.2.2 Time of Payment. The Development Impact Fees required pursuant to Subsection 4.2.1 shall be paid to CITY prior to the issuance of building permit for each applicable residential or other unit, except for the Open Space and Habitat Acquisition Development Impact fee, which shall be paid by OWNER to CITY prior to the issuance of a grading permit. Deferral of the payment of Development Impact Fees may be granted pursuant to a separate agreement approved by City pursuant to City policy. Any existing Development Impact Fee (DIF) credits held by the Owner or any affiliated entity shall be applied toward the payment of DIFs as required under Subsection 4.2.1.

4.2.3 Parkland and Quimby Act Fees. Pursuant to the General Plan (Ontario Plan) Goal PR1, Policy PR1-5 (achievement of a park standard of 5 acres of parkland per 1,000 residents) OWNER shall provide improved parks, developed in accordance with the City’s park standards in an amount equal to two (2) acres per 1,000 of projected population without credit, reimbursement, offset or consideration from City. Such areas shall either be dedicated to the City or transferred to a homeowners’ association. If approved by the City Manager, OWNER may satisfy this requirement through the development of non-public recreation facilities such as private recreational clubhouses or pool facilities.

Credit for such private recreational facilities areas shall be limited to a maximum of 50% of the foregoing park development requirement. If OWNER’s Project does not provide dedicated and developed park acreage equal to two (2) acres per 1,000 projected population, OWNER shall pay a fee in-lieu equal to the per acre estimated costs of acquisition and development of parkland in the City’s Development Impact Fee for the calculated park acreage deficiency. Such in-lieu fee shall be due and payable prior to the issuance of the first building permit for Production Units issued to OWNER. Any park dedication and/or improvements in excess of such two (2) acres per thousand standard, provided such park has been developed in accordance with the City’s park standards and is open to the public generally, shall entitle OWNER to a credit toward its obligations under the Quimby Act (Gov. Code, § 64477) and the City’s implementing ordinance and/or resolution (collectively “Quimby Act Obligations”), and to the extent OWNER’s Quimby Act Obligations are satisfied, OWNER shall be entitled to have the City acquire such developed and publicly available parks as Non-Program Interests in accordance with Section 4.3.3 below. (Other provisions will be added that are Project-specific, if applicable).
80 -20-

4.3 Responsibility for Construction of Public Improvements.

4.3.1 Timely Construction of Public Infrastructure. The phasing of the areawide infrastructure construction within Ontario Ranch will be as approved by the CITY. OWNER shall be responsible for the timely construction and completion of all public infrastructure required for the Project as shown on the attached Exhibit “F” and any and all tentative tract map conditions. Unless otherwise specified in the Subdivision Agreement/Tract Map conditions, all other required Improvements for each Tract Map, shall be completed and operational prior to, and as a condition precedent to, OWNER requesting and CITY’s granting of the first building permit for Production Units for each such Tract Map.

All Infrastructure and Improvements shall be completed as required by the Subdivision Agreement/Tract Map conditions for Tract No. 20696.

4.3.2 Construction of DIF Program Infrastructure (Construction Agreement). To the extent OWNER is required to construct and completes construction of public improvements that are included in CITY’s Development Impact Fee Program and the Construction Agreement between CITY and NMC Builders LLC, CITY agrees that CITY shall issue DIF Credit in accordance with the provisions of the Construction Agreement and any amendments thereto. Use of DIF Credit issued to OWNER as a member of NMC Builders LLC to offset OWNER’s DIF payment obligations shall also be subject to the provisions of the Construction Agreement and any amendments thereto.

4.3.3 Construction of DIF Program Infrastructure (Non-Construction Agreement). To the extent OWNER is required to construct and completes construction of public improvements that are included in CITY’s Development Impact Fee Program and such public improvements are not included the Construction Agreement between CITY and NMC Builders LLC, CITY agrees that CITY shall issue DIF Credit in accordance with the provisions of a separate Fee Credit Agreement between CITY and OWNER. Limitation on the use of DIF Credit issued to OWNER to offset OWNER’s DIF payment obligations shall also be subject to the provisions of a separate Fee Credit Agreement. CITY and OWNER agree that the Fee Credit Agreement between CITY and OWNER shall comply with CITY’s adopted policies applicable to such agreements.

4.4 Affordable Housing Requirement.

4.4.1 Affordable Housing- Number of Units. OWNER shall provide a minimum number of affordable housing units, equivalent to 10% of the OWNER’s total approved residential units within the Project, that are affordable to very low, lowand moderate-income households. Such requirement for affordable housing shall be met through one, or a combination of one or more, of the options provided in the following Sections 4.4.2.1 through 4.4.2.5. For the purposes of this Section, any term not defined in this Agreement shall be as defined by California Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.).
81 -21-

4.4.2 Affordability Spread. Of the total number of residential dwelling units specified in Section 4.4.1, to be constructed or rehabilitated pursuant to Sections

4.4.2.1 or 4.4.2.2 respectively, thirty percent (30%) shall be available to very low income, thirty percent (30%) shall be available to low income and forty percent (40%) shall be available to moderate income households. “Households” shall be as defined by California Health and Safety Code Section 50053.

Such construction shall be completed no later than the date that is five (5) years following the issuance of the first building permit for OWNER’s Project; provided however that to the extent OWNER has not constructed the required percentage of units, based on the number of building permits for non-restricted units, OWNER shall, prior to the issuance of such building permits, provide security (in the form and substance approved by the City Manager and City Attorney) to City in order to ensure the faithful completion of such required percentage of construction of affordable units.

If OWNER elects the option of constructing new affordable units, a detailed Affordable Housing Agreement specifying terms for the allowable monthly housing costs or rents (as applicable) and maintenance and occupancy standards shall be prepared, executed and recorded against such units as a condition to the issuance of a building permit. The Affordable Housing Agreement shall hold a recorded priority position senior to any other nonstatutory lien or encumbrance affecting the unit.

housing units within the City, a detailed Affordable Housing Agreement specifying the terms for the allowable month housing costs or rents (as applicable) and maintenance and occupancy standards shall be prepared, executed and recorded against such units as a condition to the issuance of a building permit. Such rehabilitation shall be completed no later than the date that is five (5) years following the issuance of the first building permit for OWNER’s Project; provided however that to the extent OWNER has not rehabilitated the required percentage of units, based on the number of building permits, OWNER shall, prior to the issuance of such building permits, provide security (in the form and substance approved by the City Manager and City Attorney) to the City in order to ensure the faithful completion of such required percentage of rehabilitation.

4.4.2.3 In-Lieu Fee. If OWNER has not fully complied with the requirements of Section 4.4.1 by providing the minimum number of affordable units through the construction of new affordable units or by the substantial rehabilitation of existing units, shall pay an “Affordability InLieu Fee”. If OWNER has not provided any affordable residential units by construction or rehabilitation, the Affordability In-Lieu fee shall be equal to Three Dollars Thirty-Seven Cents ($3.37) per square foot of residential development within OWNER’s Project or, if pre-paid as set forth below, Two Dollars Ninety-Six ($2.96) per square foot of residential development within OWNER’s Project. If OWNER has partially complied with the requirements of Section 4.4.1 by construction or rehabilitation of less than the minimum number of units, then the Affordability In-lieu Fee shall be recalculated and reduced in consideration of the number and type of affordable units provided. The Affordability In-Lieu Fee shall be paid by OWNER to City no later than prior to the issuance of each building permit within OWNER’s Project based on the square footage of the residential unit for which such building permit is sought; provided however that OWNER may, at OWNER’s election, pre-pay such Affordability In-Lieu Fee by paying such Affordability In-Lieu Fee within thirty (30) days following the earliest discretionary approval by the City for OWNER’s Project, including, but not limited to, any general plan amendment, specific plan adoption, development agreement, tentative map approval, variance, conditional use permit, or resolution of intention to form any public financing mechanism.

Three Dollars Thirty-Seven Cents ($3.37 Two Dollars Ninety-Six ($2.96) per square foot amounts shall automatically be increased annually, commencing on July 1, 2026, and automatically each July 1 thereafter.

Such adjustment shall be based on the percentage increase (but no decrease) in the Consumer Price Index (Riverside - San Bernardino - Ontario, CA), (December 2017=100) over the preceding year. The prepaid Affordability In-Lieu Fee shall be calculated based on the maximum floor area ratio (FAR) permitted within the General Plan and any applicable FAR contained within the applicable specific plan, whichever is greater, and the Maximum Development Density. For purposes of this Agreement, “Maximum Development Density” shall be determined by multiplying the 83 -23-

OWNER’s Project’s density for residential development potential as set forth in the General Plan or the applicable Specific Plan, whichever is less, by the net acreage of land within OWNER’s Project. All “Affordability InLieu Fees” collected by the City shall be used to promote the construction of affordable housing within the City.

4.4.2.4 Affordability Covenants. Prior to the issuance of the first building permit for any affordable unit, the CITY and OWNER shall enter into an Affordable Housing Agreement Affordability shall be assured for a period of forty-five (45) years for for-sale units and fifty-five (55) years for rentals.

For rental units, base rents shall be established by the CITY and rental adjustments required by the CITY shall be performed on an annual basis.

In addition, the Affordable Housing Agreement shall impose maximum occupancy limits of two (2) occupants per bedroom plus one (1) additional occupant per dwelling unit, and a requirement for the owner or tenant to properly maintain each dwelling unit.

4.4.2.5 Transfer of Affordable Project. No transfer of title to any affordable housing project shall occur without the prior written consent of the CITY. In the event OWNER transfers title to any affordable housing project required to be constructed pursuant to this Agreement to a non-profit entity, or other entity, that receives an exemption from ad valorem real property taxes, the CITY shall be required to assure payment of an annual in lieu fee to the CITY on July 1 of each year equal to one-tenth of one percent (0.1%) of the assessed value of such project. The CITY may permit OWNER to satisfy this obligation by recorded covenants against the property and enforceable against said entity by the CITY. Any such covenants shall be approved by the Planning Director and the City Attorney.

4.5 Schools Obligations.

4.5.1 Written Evidence of Compliance with Schools Obligations.

OWNER shall, either through joint or individual agreements between OWNER and the applicable school district(s), shall satisfy its new school obligations. The new school obligations for the Mountain View School District in the Ontario Ranch area have been projected to include the acquisition or dedication of school sites for, and construction of, up to eight (8) schools. Of these eight (8) schools, six (6) are to be elementary (K-5) grade schools and two (2) are to be middle grade schools. The new school obligations for the Chaffey Joint Union High School District in the Ontario Ranch area have been projected to include the dedication of a school site for, and construction of, an additional high school.

The new school obligations for the applicable school district shall be met by a combination of the following: (1) designating and dedicating school site(s) within the Property as set forth in the General Plan, and/or (2) paying school impact fees, (3) entering into a joint mitigation agreement or individual mitigation agreements, or (4) any combination of the foregoing. Written evidence of approval by the applicable school district that OWNER has met their school 84 -24-

obligations may be required by the City as the condition to the issuance by the City of any entitlements for OWNER’s Project. In the event OWNER is unable to provide such written evidence from the applicable school district(s), the City shall have the right to decline to honor any DIF Credit, Certificates of MDD Availability, Certificates of Storm Water Treatment Capacity Availability, or any combination thereof, presented by such OWNER, without liability to the City. To the extent that a joint mitigation agreement is approved by the applicable school district(s), and OWNER is a participant in good standing in such mitigation agreement, OWNER shall be deemed to have mitigated its new school obligations under this Section 4.4.1.

4.6 Net MDD/Water Availability Equivalents.

4.6.1 Assigned Net MDD/Water Availability Equivalents. The City has agreed with NMC Builders LLC to reserve exclusively for Members of NMC Builders, including OWNER, Net MDD made available through the construction of water system improvements funded by NMC Builders LLC. NMC Builders has assigned to OWNER its allocable share of the Net MDD issued by City. The provisions of the Construction Agreement Amendment requires that the City shall not approval a final tract map or issue building permits or certificates of occupancy for the area of development within the New Model Colony served by the water system improvements funded by NMC Builders LLC, except to the bearer of an Assignment of Net MDD Water Availability.

4.6.2 Use of Assigned Net MDD Water Availability. OWNER shall provide evidence of sufficient Net MDD Water Availability Equivalents (or portions thereof) prior to and as a condition precedent to, the City’s approval of any and all tract maps for the Property. The amount of Net MDD Water Availability Equivalents required for City’s approval of a tract map shall be based upon water demand factors and assumptions listed in Exhibit C-2R of the Construction Agreement Amendment as “Water Demand Equivalents by Land Use” for each land use category.

4.6.3 Requirement for other Water System Improvements. A Certificate of Net MDD Availability is evidence only of available water capacity and does not satisfy any other conditions applicable to an OWNER’s Project, including those relating to design and construction of master-planned potable water and recycled water transmission and distribution system for the respective pressure zone and other public infrastructure requirements.

4.6.4 Effectiveness of Agreement. Notwithstanding anything set forth in this Agreement, CITY and OWNER each acknowledge, confirm, and agree that (i) the CITY approval of this Agreement and (ii) the effectiveness of this Agreement, in each case, are conditioned upon OWNER’s admission to NMC Builders as a “Member” (if not already a Member) thereof pursuant to the terms and conditions of the operating agreement of NMC Builders within thirty (30) days following the 85 -25-

Effective Date of this Agreement. OWNER’S failure to maintain membership in NMC Builders LLC is and shall be a Default under this Agreement

4.7 Storm Water Capacity Availability.

4.7.1 Requirement for Storm Water Treatment Capacity Availability. OWNER shall provide evidence of sufficient Storm Water Treatment Capacity Availability as reserved in a Certificate of Storm Water Treatment Capacity Availability the same manner and subject to the same limitations as provided for the assignment of Certificates of Net MDD Availability in Section 4.6 of this Agreement.

4.7.2 Use of Storm Water Treatment Capacity Availability. The amount of Storm Water Treatment Capacity Availability required for the issuance of a grading permit to OWNER shall be based upon the Net Residential Acreage of the area to be graded regardless of the corresponding use.

4.7.3 Requirement for other Storm Water Improvements. The Certificate of Storm Water Treatment Capacity Availability is evidence only of available storm water treatment capacity and does not satisfy any other conditions applicable to a particular development project, including those relating to on-site water treatment, water quality, connection to the storm water collection system, or other public infrastructure requirements.

4.8 Maintenance of Open Space. OWNER shall provide for the ongoing maintenance of all park, common areas and open space areas within the Project as more particularly set forth in the Specific Plan, through a homeowners’ association as approved by the CITY. Covenants, conditions and restrictions establishing any homeowners’ association shall be approved by the Planning Director and City Attorney.

4.9 Edison Easement Improvements. OWNER shall develop as park or open space purposes that area within the Project areas owned in fee by Southern California Edison or in which Southern California Edison has an easement or license, as more particularly set forth in the Specific Plan. Said park or open space development shall be consistent with the New Model Colony Park Master Plan standards for park and open space development. Notwithstanding OWNER’s development of park or open space areas as required by this Section 4.9. OWNER shall not be entitled to any credit, offset or reimbursement from the CITY for such park or open space development.

4.10 Compliance with Public Benefits Requirements.

4.11.1 Failure to Provide Public Benefits. In the event OWNER fails or refuses to comply with any condition referenced in Section 4.1 through 4.10, or challenges (whether administratively or through legal proceedings) the imposition of such conditions, OWNER shall be deemed in default of this Agreement pursuant to Section 8.4 hereof, thereby entitling the City to any and all remedies available to it, including, without limitation, the right of the City to withhold OWNER’s Project-related building permits, certificates of occupancy, or discretionary approvals, without liability.
86 -26-

5. FINANCING OF PUBLIC IMPROVEMENTS.

Notwithstanding such reimbursements and acquisitions, OWNER shall remain entitled to DIF Credits as provided for in Article 3 of the Construction Agreement and/or as provided for in a separate Fee Credit Agreement between CITY and OWNER. OWNER agrees that, prior to the recordation of any Tract Map for the Property, the Property shall be included in a CFD to finance City services through annual special taxes that will initially be $1,371.52 per Single Family Detached Dwelling Unit, $1,188.58 per MultipleFamily Dwelling Unit, $996.75 per Gated Apartment Community Dwelling Unit, and $.25 per square foot for Non-Residential buildings. These amounts shall be subject to an automatic increase at a rate not to exceed four (4%) percent per year, unless otherwise modified by the CITY. CITY shall be the sole and exclusive lead agency in the formation of any CFD, assessment district or other public financing mechanism within the Property; provided however, that the proceeds of any such CFD, assessment district, or financing mechanism may be used, subject to restrictions that may be imposed by applicable law, for the purposes of acquiring, constructing or maintaining public facilities to be owned or operated by other public agencies, including, without limitation those facilities owned or operated by a school district. In addition to the rights of the CITY pursuant to section 5.2 hereof, CITY shall have the right, but not the obligation, to condition the formation of any CFD, assessment district or other public financing mechanism within the Property on the OWNER mitigating all Project-related impacts to the applicable school district(s) as required by such school district(s).

Written evidence by such school district(s) may be required by the CITY as the condition to the formation of any CFD, assessment district or other public financing mechanism within the Property, or any steps preliminary thereto, including, without limitation, the adoption of any resolution of intention to form such CFD, assessment district or other public financing mechanism within the Property. It is not the intent of the parties hereto, by this provision, to prohibit or otherwise limit the City’s ability to take any and all necessary steps requisite to the formation of the CFD to finance City services through annual special taxes as set forth in this Section 5.1. Formation of any CFD, assessment district or other public financing mechanism within the Property, shall be subject to CITY’s ability to make all findings required by applicable law and complying with all applicable legal procedures and requirements including, without limitation, CITY’s public financing district policies as such policies may be amended from time to time. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. 87 -27-

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.1 Time for and Initiation of Periodic Review. The CITY shall review this Agreement every twelve (12) months from the Effective Date in order to ascertain the good faith compliance by the OWNER with the terms of this Agreement. The OWNER shall submit an Annual Monitoring Report to CITY, in a form acceptable to the City Manager, along with any applicable processing charge within ten (10) days after each anniversary date of the Effective Date of this Agreement. Within fifteen (15) days after the receipt of the Annual Monitoring Report, CITY shall review the Annual Monitoring Report. Prior to the expiration of the fifteen (15) day review period, CITY shall either issue a notice of continuing compliance or a notice of non-compliance and a notice of CITY’s intent to conduct a Special Review pursuant to Sections 6.1.2 through 6.1.6. Issuance of a notice of continuing compliance may be issued by the City Manager or his designee.

6.1.2 Initiation of Special Review. A special review may be called either by agreement between the parties or by initiation in one or more of the following ways:
(1) Recommendation of the Planning staff;
(2) Affirmative vote of at least four (4) members of the Planning Commission; or
(3) Affirmative vote of at least three (3) members of the City Council.

6.1.3 Notice of Special Review. The City Manager shall begin the special review proceeding by giving notice that the CITY intends to undertake a special review of this Agreement to the OWNER. Such notice shall be given at least ten (10) days in advance of the time at which the matter will be considered by the Planning Commission.

6.1.4 Public Hearing. The Planning Commission shall conduct a hearing at which the OWNER must demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue is upon the OWNER.

6.1.5 Findings Upon Public Hearing. The Planning Commission shall determine upon the basis of substantial evidence whether or not the OWNER has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

6.1.6 Procedure Upon Findings.
88 -28-

(a) If the Planning Commission finds and determines on the basis of substantial evidence that the OWNER has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded.
(b) If the Planning Commission finds and determines on the basis of substantial evidence that the OWNER has not complied in good faith with the terms and conditions of this Agreement during the period under review, the Planning Commission may recommend to the City Council to modify or terminate this Agreement. (c) The OWNER may appeal a determination pursuant to
paragraph (b) to the City Council in accordance with the CITY's rule for consideration of appeals in zoning matters generally.

6.2 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.1.6(b), the CITY determines to proceed with modification or termination of this Agreement, the CITY shall give notice to the property OWNER of its intention so to do.

The notice shall contain:
(a) The time and place of the hearing;
(b) A statement as to whether or not the CITY proposes to terminate or to modify this Agreement; and
(c) Other information that the CITY considers necessary to inform the OWNER of the nature of the proceeding.

6.3 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, the OWNER shall be given an opportunity to be heard. The OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on the OWNER. If the City Council finds, based upon substantial evidence in the administrative record, that the OWNER has not complied in good faith with the terms and conditions of the agreement, the City Council may terminate or modify this Agreement and impose those conditions to the action it takes as it considers necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the 89 -29-

anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or City Council.

7. [RESERVED]

8. DEFAULT AND REMEDIES.

8.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

8.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other nonmonetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
(a) Money damages are unavailable against CITY as provided in Section 8.1 above.
(b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 90 -30-

8.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 6.5, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement.

8.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 6.3 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

8.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

9. THIRD PARTY LITIGATION.

9.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its Comprehensive General Plan, as such General Plan exists as of the Effective Date (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination.

CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 91 -31-

9.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding.

9.3 Indemnity. In addition to the provisions of 9.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action.

9.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action.

9.5 Reservation of Rights. With respect to Sections 9.2, 9.3 and 9.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor.

9.6 Survival. The provisions of this Sections 9.1 through 9.6, inclusive, shall survive the termination of this Agreement.
92 -32-

10. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If CITY timely receives a request from a Mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

11. MISCELLANEOUS PROVISIONS.

11.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the San Bernardino County Recorder by the 93 -33-

City Clerk within the ten (10) days after the CITY executes this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the CITY terminates or modifies the agreement as provided for herein and in Government Code Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action recorded with the San Bernardino County Recorder.

11.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

11.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

11.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

11.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.6 Singular and Plural. As used herein, the singular of any word includes the plural.

Notwithstanding the foregoing, no owner of a single lot which has been finally subdivided and sold to such owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof.

11.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

11.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

11.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years.

11.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

11.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

11.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

11.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or 95 -35-

determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Bernardino, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

11.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property.

11.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The City Manager may delegate his powers and duties under this Agreement to an Assistant City Manager or other management level employee of the CITY.

11.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain.

11.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 96 -36-

11.20 Estoppel Certificate. Within thirty (30) business days following a written request by any of the parties, the other party shall execute and deliver to the requesting party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. OWNER shall pay to CITY all costs incurred by CITY in connection with the issuance of estoppel certificates under this Section 11.20 prior to CITY’s issuance of such certificates.

11.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder.

11.22 Prevailing Wage. OWNER, for itself, its successors, and assigns, agrees, covenants, and warrants that the development of the Property, if any, shall comply with all applicable federal and state labor laws (including, without limitation, the requirement under California law to pay prevailing wages and hire apprentices), and all obligations as set forth herein.

11.22.1 CITY makes no representations concerning prevailing wages in compliance with California Labor Code Section 1770 et seq.

11.22.2 OWNER acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations with respect to the payment of prevailing wages and complying therewith. OWNER shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

11.22.3 The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Property by OWNER, its successors or assigns. OWNER shall be solely responsible for determining and effectuating compliance with such laws.

11.22.4 OWNER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND

ASSIGNS, WAIVES AND RELEASES CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO OWNER PURSUANT TO LABOR CODE SECTION 1781 OR THE DAVIS BACON ACT. RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 11.22, OWNER ACKNOWLEDGES THE PROTECTIONS OF CIVIL 97 -37-

CODE SECTION 1542, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES

NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES

NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

INITIALS. BY INITIALING BELOW, OWNER KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY WITH THE

MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
_______________
(Owner's Initials)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
98 -38-

SIGNATURE PAGE
TO DEVELOPMENT AGREEMENT PDA21-009
"OWNER"
WEST HAVEN 27, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation –
Its Sole Manager
By:

Name:

Its: Authorized Agent
"CITY"

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
Date: ___________________
ATTEST:

City Clerk, Ontario
APPROVED AS TO FORM:

BEST BEST KRIEGER, LLP
City Attorney
99 ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
COUNTY OF____________________ )
On _________________, 20_____, before me,______________________________________, Date Insert Name and Title of the Officer
personally appeared ___________________________________________________________ Name(s) of Signer(s)
____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature________________________________
Signature of Notary Public
Place Notary Seal Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 100

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
COUNTY OF____________________ )
On _________________, 20_____, before me__________________________________, Date Insert Name and Title of the Officer
personally appeared ________________________________________________________ Name(s) of Signer(s)
________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

TO DEVELOPMENT AGREEMENT
Legal Description of Property

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

THAT PORTION OF THE WEST 1/2 OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 11, TOGETHER WITH A PORTION OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 11, TOWNSHIP 2 SOUTH, RANGE 7 WEST, SAN BERNARDINO MERIDIAN, IN THE

CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 11;
THENCE NORTH 0° 13' 00" WEST 1296.78 FEET ALONG THE WEST LINE OF SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 11 TO THE SOUTHERLY RIGHT OF WAY LINE OF RIVERSIDE DRIVE (30. 00 FEET IN HALF-WIDTH);
THENCE SOUTH 89° 58' 31" EAST 543.59 FEET ALONG SAID RIGHT OF WAY LINE; THENCE SOUTH 0° 01' 29" WEST 626.81 FEET;
THENCE NORTH 89° 50' 06" EAST 755.80 FEET TO THE WESTERLY RIGHT OF WAY LINE OF HAVEN AVENUE (25. 00 FEET IN HALF-WIDTH);
THENCE SOUTH 0° 10' 14" EAST 672.53 FEET ALONG SAID WESTERLY RIGHT OF WAY LINE TO THE SOUTHEAST CORNER OF SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 11; THENCE NORTH 89° 58' 20" WEST 1296.22 FEET ALONG THE SOUTHERLY LINE OF SAID NORTHEAST ¼ OF THE NORTHEAST 1/4 OF SECTION 11 TO THE POINT OF BEGINNING.

SAID LAND IS DESCRIBED PURSUANT TO THAT CERTAIN CERTIFICATE APPROVING LOT LINE ADJUSTMENT NO. LLA 04-011, RECORDED DECEMBER 2, 2004 AS INSTRUMENT NO. 2004- 887803 OF OFFICIAL RECORDS.

Assessor’s Parcel Number: 0218-151-48
102
EXHIBIT "B"

TO DEVELOPMENT AGREEMENT
Map showing Property and its location
103
EXHIBIT "C"

TO DEVELOPMENT AGREEMENT
Existing Development Approvals
On December 18, 2006, the Planning Commission:
a) Issued Resolution No. PC06-166, recommending City Council adopt and certify the West Haven Specific Plan Environmental Impact Report; and b) Issued Resolution No. PC06-167, recommending City Council approval of the West Haven Specific Plan (File No. PSP03-006).

On January 16, 2007, the City Council:
a) Adopted and certified the West Haven Specific Plan Environmental Impact Report and issued Resolution No. 2007-010; and
b) Adopted Ordinance No. 2870 approving the West Haven Specific Plan. 104
EXHIBIT "D"

TO DEVELOPMENT AGREEMENT
Existing Land Use Regulations
These documents are listed for reference only:

1. West Haven Specific Plan, Ordinance No. 2870

2. West Have Environmental Impact Report, Resolution No. 2007-010

3. City of Ontario Municipal Code
a. Six – Sanitation & Health
b. Seven – Public Works
c. Eight – Building Regulations
d. Nine – Development Code
e. Ten – Parks and Recreation
105
EXHIBIT “E”

TO DEVELOPMENT AGREEMENT
OWNER shall design, construct and complete all improvements including but not limited to Sewer (SW), Potable Water (PW), Recycled Water (RW), Storm Drain (SD), Fiber Optic (FO), and Street Improvements (ST) prior to OWNER’s request for building permits for Production Units.

Sewer (SW)
a) SW improvements on Honeysuckle Avenue from Riverside Drive to TM-18026. b) SW improvements on “D” Street from west of Haven Avenue to Honeysuckle Avenue.

Potable Water (PW)
a) PW improvements on Honeysuckle Avenue from Riverside Drive to TM-18026. b) PW improvements on “D” Street from Honeysuckle Avenue to Haven Avenue.

RECYCLED WATER (RW)
a) RW improvements on Honeysuckle Avenue from Riverside Drive to “E” Street. b) RW improvements on “D” Street from Honeysuckle Avenue to Haven Avenue.

STORM DRAIN (SD)
a) SD improvements on Honeysuckle Avenue from Riverside Drive to southerly project limits.
b) SD improvements on “D” Street from west of Haven Avenue to Honeysuckle Avenue.
c) SD improvements within Alley P.

STREETS (ST)
a) ST improvements on “D” Street from west of Haven Avenue to Honeysuckle Avenue.
b) ST improvements on Honeysuckle Avenue from Riverside Drive to southerly project limits.
c) Raised median ST improvements on Haven Avenue along easterly project limits and construct westerly last lane
106
d) Southerly last lane ST improvements on Riverside Drive along northernly project limits.
e) Traffic Signal Modification at the intersection of Haven Avenue and Riverside Drive.
f) Full signalized improvements at the intersection of Honeysuckle Avenue and Riverside Drive.

TRAIL IMPROVEMENTS
a) Trail Improvements along westerly project limits within the SCE easement. 107
EXHBIT “F”

TO DEVELOPMENT AGREEMENT
Required Infrastructure Improvements
(SEE ATTACHED EXHIBITS)
108
109
EXHIBIT “G”

TO DEVELOPMENT AGREEMENT
Form of Plume Disclosure Letter
110
Department: Financial Services
Prepared By: Pablo De Lara
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 6
SUBJECT: AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA25- 005) BETWEEN THE CITY OF ONTARIO, LEGACY LAND PARTNERS, LLC AND

RICHLAND ONTARIO DEVELOPERS, LLC

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council adopt an Ordinance approving a Development Agreement (File No. PDA25-005) between the City of Ontario and Legacy Land Partners, LLC.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

BACKGROUND & ANALYSIS: The Ontario Ranch financial commitments required for construction of properties within a Specific Plan are substantial. Therefore, to adequately forecast these costs and gain assurance that the project may proceed under the existing policies, rules, and regulations, Legacy Land Partners, LLC and Richland Ontario Developers, LLC (collectively the "Applicant" or "Owner"), has requested that the City enter into negotiations to create a Development Agreement (Agreement).

The Agreement proposes to include 35.4 acres of land within Planning Area 5B of the Rich Haven Specific Plan, as shown on the attached Exhibit A. The Agreement grants the Applicant a vested right to develop Tentative Parcel Map 20792 (the Map), located on the southwest corner of Ontario 111
Ranch Road and Mill Creek Avenue, provided that the Owner complies with the terms and conditions of the Specific Plan and related Environmental Impact Report (EIR).

The Map (see attached Exhibit B) proposes to subdivide 35.4 acres of land into nine numbered lots and five lettered lots to facilitate the construction of four commercial buildings totaling 123,247 square feet and for future residential purposes.

In considering the Agreement at their meeting on February 24, 2026, the Planning Commission found the Agreement to be consistent with State law, The Ontario Plan, and the City's Development Agreement policies. As a result, the Planning Commission unanimously approved and adopted Resolution No. PC26-007, recommending City Council approval of the Agreement.

On March 17, 2026, the City Council held a public hearing to introduce and waive further reading of an Ordinance Approving the Development Agreement (File No. PDA25-005).

ENVIRONMENTAL REVIEW: The environmental impacts of this Project were previously reviewed in conjunction with the Rich Haven Specific Plan Amendment (File No. PSPA22-001), for which an Environmental Impact Report (State Clearinghouse No. 2022100425) was adopted by the City Council on June 20, 2023. This Application introduces no new significant environmental impacts. 112
Exhibit A: RICH HAVEN SPECIFIC PLAN LAND USE MAP
113
Exhibit B: TENTATIVE PARCEL MAP NO. 20792
114
ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, RECOMMENDING CITY COUNCIL APPROVE FILE NO.

PDA25-005, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

ONTARIO, LEGACY LAND PARTNERS LLC, AND RICHLAND ONTARIO

DEVELOPERS LLC TO ESTABLISH THE TERMS AND CONDITIONS
ASSOCIATED WITH TENTATIVE PARCEL MAP NO. 20792 (FILE NO.

PMTT24-001), LOCATED ON THE SOUTHWEST CORNER OF ONTARIO RANCH ROAD AND MILL CREEK AVENUE WITHIN PLANNING AREA 5B OF THE RICH HAVEN SPECIFIC PLAN (APN: 0218-211-43).

WHEREAS, Richland Ontario Developers, LLC ("Applicant") has filed an Application for the approval of a Development Agreement, File No. PDA25-005, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and
WHEREAS, the Application applies to 35.4 acres of land, located on the southwest corner of Ontario Ranch Road and Mill Creek Avenue within Planning Area 5B of the Rich Haven Specific Plan; and
WHEREAS, the Applicant submitted Tentative Parcel Map No. 20792 (File No.

PMTT24-001), subdividing 35.4 acres of land to facilitate the construction of four commercial buildings totaling 123,247 square feet and for future residential purposes; and
WHEREAS, the environmental impacts of this Project were previously reviewed in conjunction with the Rich Haven Specific Plan Amendment (File No. PSPA22-001), for which an Environmental Impact Report (State Clearinghouse No. 2022100425) was adopted by the City Council on June 20, 2023. This Application introduces no new significant environmental impacts; and
WHEREAS, the City's "Local Guidelines for the Implementation of the California Environmental Quality Act (CEQA)" provide for the use of a single environmental assessment in situations where the impacts of subsequent projects are adequately analyzed; and
WHEREAS, Ontario Development Code Table 2.02-1 (Review Matrix) grants the City Council the responsibility and authority to review and make recommendations to the City Council on the subject Application; and
WHEREAS, the Project has been reviewed for consistency with the Housing Element of the Policy Plan component of The Ontario Plan, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principals, goals, and policies of the Housing Element; and
115
WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Airport Land Use Compatibility Plan (hereinafter referred to as "ALUCP"), which applies only to jurisdictions within San Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and
WHEREAS, City of Ontario Development Code Division 2.03 (Public Hearings) prescribes the manner in which public notification shall be provided and hearing procedures to be followed, and all such notifications and procedures have been completed; and
WHEREAS, on February 24, 2026 the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and
WHEREAS, on March 17, 2026, the City Council of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

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

SECTION 1. Environmental Determination and Findings. As the recommending body for the Project, the City Council has reviewed and considered the information contained in the previous Certified EIR and supporting documentation. Based upon the facts and information contained in the previous Certified EIR and supporting documentation, the City Council finds as follows:
(1) The environmental impacts of this Project were previously reviewed in conjunction with the Rich Haven Specific Plan Amendment (File No. PSPA22-001), for which an Environmental Impact Report (State Clearinghouse No. 2022100425) was adopted by the City Council on June 20, 2023; and
(2) The previous Certified EIR contains a complete and accurate reporting of the environmental impacts associated with the Project; and
(3) The previous Certified EIR was completed in compliance with CEQA and the Guidelines promulgated thereunder; and
(4) The previous Certified EIR reflects the independent judgment of the City Council; and
(5) The proposed Project will introduce no new significant environmental impacts beyond those previously analyzed in the previous Certified EIR, and all mitigation 116
measures previously adopted with the Certified EIR, are incorporated herein by this reference.

SECTION 4. Airport Land Use Compatibility Plan ("ALUCP") Compliance. The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the 117
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, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the recommending body for the Project, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2- 2) and Safety Zones (ONT ALUCP Map 2-2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones (ONT ALUCP Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the CITY COUNCIL, therefore, finds and determines that the Project 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 consistent with the California Airport Land Use Planning Handbook and the CNO ALUCP. As the recommending body for the Project, 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.

SECTION 5. Concluding Facts and Reasons. Based upon the substantial evidence presented to the City Council during the above-referenced hearing, and upon the specific findings set forth in Section 1 through 4, above, the City Council hereby concludes as follows:
(1) The Development Agreement applies to approximately 35.4 acres of land located on the southwest corner of Ontario Ranch Road and Mill Creek Avenue within Planning Area 5B of the Rich Haven Specific Plan; and
(2) The Development Agreement establishes parameters for the development of land within the Rich Haven Specific Plan. The Development Agreement also grants the 118
Applicant, the right to develop, the ability to quantify the fees; and establish the terms and conditions that apply to those projects. These terms and conditions are consistent with The Ontario Plan Policy Plan (General Plan), design guidelines and development standards for the Rich Haven Specific Plan; and
(3) The Development Agreement grants the Applicant a vested right to develop Tentative Pacel Map 20792 (File No. PMTT24-001) as long as the Applicant complies with the terms and conditions of the Rich Haven Specific Plan and EIR. Tentative Parcel Map 20792 southwest corner of Ontario Ranch Road and Mill Creek Avenue and proposes to subdivide 35.4 acres of land into 9 numbered lots and 5 lettered lots to facilitate the construction of four commercial buildings totaling 123,247 square feet and for future residential purposes; and
(4) The Development Agreement has been prepared in conformance with the goals and policies of The Ontario Plan Policy Plan (General Plan); and (5) The Development Agreement does not conflict with the Land Use Policies of The Ontario Plan Policy Plan (General Plan) and will provide for development, within the district, in a manner consistent with the Policy Plan and with related development; and
(6) This Development Agreement will promote the goals and objectives of the Land Use Element of the Policy Plan; and
(7) This Development Agreement will not be materially injurious or detrimental to the adjacent properties and will not have a significant impact on the environment or the surrounding properties for which an Addendum to Environmental Impact Report (State Clearinghouse No. 2022100425) was adopted by the City Council on June 20, 2023; and (8) This Application introduces no new significant environmental impacts. All previously adopted mitigation measures are a condition of project approval and are incorporated herein by this reference.

SECTION 7. The City Council acknowledges that refinements and further development of the Ontario Ranch development area may demonstrate that changes are appropriate with respect to the details and performance of the parties under the Development Agreement. The City Council desires to retain a certain degree of flexibility with respect to the details of the Ontario Ranch developments, and with respect to those items covered in general terms under the Development Agreement. If and when the City Manager (or designee) and the Developer mutually find that changes, adjustments, or clarifications are appropriate to further the intended purposes of the Development Agreement, and such are not materially inconsistent with the Development Agreement, they may, unless otherwise required by law, effectuate such changes, adjustments, or 119
clarifications by written amendment to this Agreement, or through one or more memoranda which are mutually approved by the City Manager on behalf of the City and by the Developer, and, after execution, shall be attached to the Development Agreement and become a part thereof. Unless otherwise required by law, no such changes, adjustments, or clarifications shall require prior notice or hearing before the City Council. The City Manager, with the approval of the City Attorney, shall have the authority but not the obligation to execute amendments, memoranda or other documents, and may take any action necessary to implement the Development Agreement.

SECTION 11. This Ordinance shall become effective 30 days following its adoption.

SECTION 12. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within 15 days following the adoption. The City Clerk shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.
120
PASSED, APPROVED, AND ADOPTED this 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
_________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
121

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 March 17, 2026 and adopted at the regular meeting held April 7, 2026 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
_________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
I hereby certify that the foregoing is the original of Ordinance No. _______ duly passed and adopted by the Ontario City Council at their regular meeting held April 7, 2026 and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper.
__________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
122
ATTACHMENT A:

FILE NO. PDA25-005

DEVELOPMENT AGREEMENT
By and Between
City of Ontario
a California municipal corporation
and
Legacy Land Partners, LLC,
a Florida limited liability company
and
Richland Ontario Developers, LLC
a Delaware limited liability company
(Development Agreement to follow this page)
123
1 RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF ONTARIO

DEVELOPMENT AGREEMENT
By and Between
City of Ontario
a California municipal corporation
and
Legacy Land Partners, LLC,
A Florida limited liability company
and
Richland Ontario Developers, LLC
a Delaware limited liability company
_________________________, 2026
San Bernardino County, California
124
-2-

DEVELOPMENT AGREEMENT PDA25-005
This Development Agreement (hereinafter “Agreement”) is entered into effective as of the ____ day of ____________, 2026 by and among the City of Ontario, a California municipal corporation (hereinafter “CITY”), and Legacy Land Partners, LLC and Richland Ontario Developers, LLC (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and
WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and
WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement in that Rich Haven Specific Plan (State Clearinghouse No.2022100425 (the “FEIR”). The City Council found and determined that the FEIR was prepared in accordance with the requirements of the California Environmental Quality Act and adequately describes the impacts of the project described in the FEIR, which included consideration of this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and the Rich Haven Specific Plan; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary 125
-3-

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “CITY” means the City of Ontario, California, a California municipal corporation.

1.1.4 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, 126
-4-

but not limited to: grading; the construction of public infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superceded, including by amendment or replacement.

1.1.8 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property.

1.1.9 “Effective Date” means the date that the ordinance approving this Agreement goes into effect.

1.1.12 “General Plan” means the General Plan adopted on August 16, 2022.

1.1.13 “Improvement” or “Improvements” means those public improvements required to support the development of the Project as described in the Tract Map conditions for Parcel Map No. 20792 as further described in Exhibit “F” (the “Infrastructure Improvements Exhibit”).

(e) the exercise of the power of eminent domain.

1.1.15 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.16 “Model Units” includes model units, private common recreation facilities and sales facilities constructed by OWNER prior to the construction of any Production units and not offered for sale and occupancy for a period of time after the issuance of permits for Production Units.

1.1.17 “Net MDD” means net maximum daily water demand.

1.1.18 “NMC Builders” means the consortium of investors and developers responsible for the construction of infrastructure within the New Model Colony incorporated as NMC Builders, LLC.

1.1.19 “OWNER” means the persons and entities listed as owner on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.20 “Phase 2 Water EDUs” means the number of equivalent dwelling units or non-residential square footage assigned to OWERN upon payment to CITY of the Phase 2 Water Participation Fee for the Project and evidenced by the issuance by CITY of a Certificate of Phase 2 Net MDD Availability in the form attached as Exhibit “G”. 1.1.21 “Phase 2 Water Improvements” means the future water infrastructure Improvements required for the issuance by CITY of the “Water Availability Equivalents” (WAE) for the Project.

1.1.21 “Phase 2 Water Participation Fee” means the fee paid to City upon City approval of the first Development Entitlement for the Project, to fund the Property’s respective share of the projected costs of the design and construction of the Phase 2 Water Improvements by City. The Phase 2 Water Participation Fee shall be the calculated amount of the Regional Water DIF for the Project based upon the number of units, and land use category for residential units or the number of square feet, and land use category for non-residential square footage of the Project.

1.1.22 “Production Unit(s)” means all units constructed for sale and occupancy by OWNER and excludes the specified number of Model Units constructed by OWNER for promotion of sales.

1.1.23 “Project” means the development of the Property contemplated by the Development Plan, as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.24 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.
129
-7-

1.1.25 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement.

1.1.26 “Specific Plan” means that certain specific plan adopted by the City Council, and entitled, “Rich Haven Specific Plan.”

1.1.27 "Storm Water Treatment Capacity Availability” means a designated portion of the total Storm Water Treatment Capacity Availability made available through the completion of construction of a Phase of regional storm water treatment facilities by the NMC Builders LLC as described in the Construction Agreement Amendment. The amount, in acres, of Storm Water Treatment Capacity Availability required for the issuance of a grading permit shall be based upon the factors and assumptions listed in the Construction Agreement Amendment.

1.1.28 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property.

1.1.29 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.1.30 “Water Availability Equivalent (WAE)” means a designated portion of the total Net MDD made available through the construction of each Phase described in the Water Phasing Plan of the Construction Agreement. The number of Water Availability Equivalents (of portions thereof) required for the issuance of each building permit shall be based upon water demand factors and assumptions listed in the Construction Agreement and Construction Agreement Amendment as “Water Availability Equivalents by Land Use” for each land use category.

1.1.31 “Amendment to the Construction Agreement” means the amendment to the Construction Agreement modifying the boundaries of the property in Exhibit A of such Construction Agreement to include the Property covered by this Agreement and to provide for the additional funds required for CITY’s future construction of the “Phase 2 Water Improvements” described in a modification to Exhibit C-3 of the Construction Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.

Exhibit “B” — Map showing Property and its location.

Exhibit “C” — Existing Development Approvals.

Exhibit “D” — Existing Land Use Regulations.

Exhibit “E” — Description of Required Infrastructure Improvements 130
-8-

Exhibit “F” — Depiction of Required Infrastructure Improvements Exhibit “G” - Form of Certificate of Net MDD to be issued by CITY Exhibit “H” – Form of Certificate of DIF Credit to be issued by CITY Exhibit “I-1” – Ontario Ranch Water Supply Phasing Plan Exhibit “I-2” - Water Demand Equivalents by Land Use
Exhibit “J” - Form of Plume Disclosure Letter

2. GENERAL PROVISIONS.

2.3 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of ten (10) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. The term of this Agreement may be extended for an additional five (5) years following expiration of the initial ten (10) year term, provided the following have occurred:
(a) OWNER provides at least 180 days written notice to CITY prior to expiration of the initial term; and
(b) In non-mixed use and residential use only projects, the OWNER shall have obtained, as applicable, building permits for at least seventy percent (70%) of the actual number of residential units permitted under this Agreement; and (c) OWNER is not then in uncured default of this Agreement.

2.4 Assignment.

shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following:
(a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. OWNER may be required to provide disclosure that the Property is within the South Archibald Trichloroethylene (TCE) Plume. OWNER may wish to provide the attached Disclosure Letter (Exhibit G) as part of the Real Estate Transfer Disclosure requirements under California Civil Code Section 1102 et seq.(b) (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY’s City Manager, in writing, of such sale, transfer or assignment and shall provide CITY with: (1) an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the portion of the Property so sold, transferred or assigned; and (2) the payment of the applicable processing charge to cover the CITY’s review and consideration of such sale, transfer or assignment.
(c) Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement.

2.4.5 Termination of Agreement with Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall terminate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions:
(a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and,
(b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4 of this Agreement have been paid.

2.4.1 of this Agreement. CITY shall review, and if the above conditions, including but not limited to, those conditions in Section 2.4.2, are satisfied, CITY may approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.6 shall cause, or otherwise affect, a release of OWNER from the duties and obligations under this Agreement that are retained by OWNER and excluded from the transfer or assignment. 133
-11-

2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part only in the manner provided for in Government Code Section 65868.1. Any amendment of this Agreement, which amendment has been requested by OWNER, shall be considered by the CITY only upon the payment of the applicable processing charge. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. Either Party or successor in interest, may propose an amendment to or cancellation, in whole or in part, of this Agreement. Any amendment or cancellation shall be by mutual consent of the parties or their successors in interest except as provided otherwise in this Agreement or in Government Code Section 65865.1. For purposes of this section, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement. The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. Notwithstanding the foregoing sentence, if the CITY initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, CITY shall first give notice to the OWNER of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation.

2.3. 134
-12-

(b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
(d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications.

2.7 Notices.
(a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows:

If to CITY:

Scott Ochoa, City Manager
City of Ontario
303 East "B" Street
Ontario, CA 91764
If to OWNER:

Richland
Attn: Craig Cristina, Vice President
3161 Michelson Drive, Suite 425
Irvine, CA 92612
with a copy to:

Ruben Duran, City Attorney
Best Best & Krieger, LLP
2855 E Guasti Road
Ontario, CA 91761
with a copy to:

Richland
Attn: Legal Department
3161 Michelson Drive, Suite 425
Irvine, CA 92612
135
-13-

(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise discretion in accordance with the same manner as it exercises its discretion under its police powers, including the Reservations of Authority set forth herein; provided however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v.

City of Camarillo (1984) 37 Ca1. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment.

infrastructure improvements and the availability of improvements and services to serve the Property.

3.4.1 Attached hereto as Exhibit “F” is a description of the infrastructure improvements needed for the development of the Property (“the Infrastructure Improvement Exhibit”).

3.4.2 Construction of Model Units, private common recreation facilities, and sales facilities is subject to plan submittal by OWNER and approval by CITY. Said plan shall illustrate that adequate public infrastructure is available to serve these uses and shall describe the utilities and other infrastructure necessary to provide sufficient fire protection and other public health and safety requirements.

3.5 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined in CITY’s reasonable discretion, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or,
(c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or,
(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.6 Reservations of Authority.

regulations and policies where the new rules, regulations and policies consist of the following:
(a) Processing fees by CITY to cover costs of processing applications for development approvals or for monitoring compliance with any development approvals;
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records and any other matter of procedure;
(c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY; provided however that, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the standards and specifications that are expressly identified in the Specific Plan;
(d) Regulations that may conflict with this Agreement and the Development Plan but that are reasonably necessary to protect the residents of the project and/or of the immediate community from a condition perilous to their health or safety;
(e) Regulations that do not conflict with those rules, regulations and policies set forth in this Agreement or the Development Plan; (f) Regulations that may conflict but to which the OWNER consents.

In the event OWNER alleges that such State or Federal laws or regulations 138
-16-

preclude or prevent compliance with one or more provisions of this Agreement, and the CITY does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided however, that nothing contained in this Section 3.6.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.7.1 OWNER agrees that development of the Project shall require the construction of Storm Drain facilities from the Property to the connection with the County Line Channel as attached in Exhibit E and Exhibit F. OWNER shall be responsible for the construction of the necessary extension of master planned Storm Drain facilities.

3.7.2 OWNER agrees that development of the Project shall require the construction of street improvements as attached in Exhibit E and Exhibit F.

3.7.3 OWNER agrees that development of the Property shall require the extension of permanent water and recycled water utility infrastructure as attached in Exhibit E and Exhibit F consisting generally of the construction of the extension of permanent water and recycled water utility improvements to serve the Property.

OWNER agrees that no building permits shall be issued by CITY for Production Units prior to completion of the water and recycled water Improvements as attached in Exhibit F. OWNER also agrees that recycled water shall be available and utilized by OWNER for all construction-related water uses including prior to, and during, any grading of the Property.

3.7.4 OWNER agrees that development of the Property shall require the extension of permanent sewer improvements, at OWNER’s sole cost and expense, 139
-17-

as attached in Exhibit E and Exhibit F consisting generally of the construction of the extension of sewer infrastructure to serve the Property.

3.7.5 OWNER agrees that development of the Property shall require the extension of permanent master planned fiber optic communications infrastructure, at OWNER’s sole cost and expense, as described in the attached in Exhibit E and Exhibit F consisting generally of the construction of the extension of fiber optic communications infrastructure to serve the Property.

3.8.1 CITY Acquisition of Non-Construction Agreement Offsite Property. In the event OWNER is required to construct any public improvements on land not owned by OWNER, but such requirement is not based upon the Construction Agreement, Sections 3.8.1 and 3.8.2 shall control the acquisition of the necessary property interest(s) (“Non-Construction Agreement Offsite Property”). If the OWNER is unable to acquire such Non-Construction Agreement Offsite Property, and following the written request from the OWNER to CITY, CITY agrees to use reasonable and diligent good faith efforts to acquire the Non-Construction Agreement Offsite Property from the owner or owners of record by negotiation to the extent permitted by law and consistent with this Agreement. If CITY is unable to acquire the Non-Construction Agreement Offsite Property by negotiation within thirty (30) days after OWNER’S written request, CITY shall, initiate proceedings utilizing its power of eminent domain to acquire that Non-Construction Agreement Subject Property at a public hearing noticed and conducted in accordance with California Code of Civil Procedure Section 1245.235 for the purpose of considering the adoption of a resolution of necessity concerning the Non-Construction Agreement Offsite Property, subject to the conditions set forth in this Section 3.8.

The CITY and OWNER acknowledge that the timelines set forth in this Section

3.8.1 represent the maximum time periods which CITY and OWNER reasonably believe will be necessary to complete the acquisition of any Non-Construction Agreement Offsite Property. CITY agrees to use reasonable good faith efforts to complete the actions described within lesser time periods, to the extent that it is reasonably able to do so, consistent with the legal constraints imposed upon CITY.

3.8.2 Owner’s Option to Terminate Proceedings. CITY shall provide written notice to OWNER no later than fifteen (15) days prior to making an offer to the 140
-18-

owner of the Non-Construction Agreement Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease all acquisition proceedings with respect to that Non-Construction Agreement Offsite Property, whereupon CITY shall cease such proceedings. CITY shall provide written notice to OWNER no later than fifteen (15) days prior to the date of the hearing on CITY’S intent to consider the adoption of a resolution of necessity as to any Non-Construction Agreement Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease condemnation proceedings, whereupon CITY shall cease such proceedings. If OWNER does not notify CITY to cease condemnation proceedings within said fifteen (15) day period, then the CITY may proceed to consider and act upon the Non-Construction Agreement Offsite Property resolution of necessity. If CITY adopts such resolution of necessity, then CITY shall diligently institute condemnation proceedings and file a complaint in condemnation and seek an order of immediate possession with respect to the Non-Construction Agreement Offsite Property.

4. PUBLIC BENEFITS.

conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project.

4.2 Development Impact Fees.

(collectively “Quimby Act Obligations”), and to the extent OWNER’s Quimby Act Obligations are satisfied, OWNER shall be entitled to have the City acquire such developed and publicly available parks as Non-Program Interests in accordance with Section 4.3.3 below. (Other provisions will be added that are Projectspecific, if applicable).

4.3 Responsibility for Construction of Public Improvements.

4.3.1 Timely Construction of Public Infrastructure. The phasing of the areawide infrastructure construction within the New Model Colony will be as approved by the CITY. OWNER shall be responsible for the timely construction and completion of all public infrastructure required for the Project as shown on the attached Exhibit “F” and any and all tentative tract map conditions. Unless otherwise specified in the Subdivision Agreement/Tract Map conditions, all other required Improvements for each Tract Map, shall be completed and operational prior to, and as a condition precedent to, OWNER requesting and CITY’s granting of the first building permit for production units for each such Tract Map. All Infrastructure and Improvements shall be completed as required by the Subdivision Agreement/Tract Map conditions for Parcel Map No. 20792.

4.3.3 Construction of DIF Program Infrastructure (Non-Construction Agreement).

To the extent OWNER is required to construct and completes construction of public improvements that are included in CITY’s Development Impact Fee Program and such public improvements are not included the Construction Agreement between CITY and NMC Builders LLC, CITY agrees that CITY shall issue DIF Credit and DIF Reimbursement in accordance with the provisions of a separate Fee Credit Agreement between CITY and OWNER. Limitation on the use of DIF Credit issued to OWNER to offset OWNER’s DIF payment obligations shall also be subject to the provisions of a separate Fee Credit Agreement. OWNER may also be eligible to receive reimbursement from DIF collected by CITY and paid by other development that benefits from OWNER’s construction of DIF Program Infrastructure. Any such DIF Reimbursement shall be subject to a Fee Credit Agreement between CITY and OWNER. CITY and OWNER agree that the Fee Credit Agreement between CITY and OWNER shall comply with CITY’s adopted policies applicable to such agreements.
143
-21-

4.3.4 Availability and use of Recycled Water. OWNER agrees that recycled water shall be available and utilized by OWNER for all construction-related water uses including prior to, and during, any grading of the Property.

4.4 Affordable Housing Requirement.

4.4.1 Affordable Housing- Number of Units. OWNER shall provide a minimum number of affordable housing units, equivalent to 10% of the OWNER’s total approved residential units within the Project, that are affordable to very low, low and moderate income households. Such requirement for affordable housing shall be met through one, or a combination of one or more, of the options provided in the following Sections 4.3.2.1 through 4.3.2.1. For the purposes of this Section, any term not defined in this Agreement shall be as defined by California Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.).

4.4.2 Affordability Spread. Of the total number of residential dwelling units specified in Section 4.4.1, to be constructed or rehabilitated pursuant to Sections

4.4.2.1 New Construction. If OWNER elects to fully or partially satisfy the affordable housing requirement by the construction of new residential units, it shall construct and restrict the affordability of residential dwelling units within its Project or, at OWNER’s option and with the approval of the City, within another project elsewhere within the City. The affordable units constructed shall be intermingled with other units as part of the Project, and shall be built to the same construction, design and aesthetic standards, as well as number of rooms, as other units constructed as part of that OWNER’s Project. In addition, the percentage ratio of affordable units offered for sale versus those offered for rent shall equal the percentage ratio of other units offered for sale versus for rent within OWNER’s Project. Such construction shall be completed no later than the date that is five (5) years following the issuance of the first building permit for OWNER’s Project; provided however that to the extent OWNER has not constructed the required percentage of units, based on the number of building permits for non-restricted units, OWNER shall, prior to the issuance of such building permits, provide security (in the form and substance approved by the City Manager and City Attorney) to City in order to ensure the faithful completion of such required percentage of construction of affordable units. If OWNER elects the option of constructing new affordable units, a detailed Affordable Housing Agreement specifying terms for the allowable monthly housing costs or rents (as applicable) and maintenance and occupancy standards shall be prepared, executed and recorded against such units as a condition to the issuance of a building permit. The Affordable Housing Agreement shall hold a recorded 144
-22-

priority position senior to any other non-statutory lien or encumbrance affecting the unit.

4.4.2.2 Rehabilitation. If OWNER elects to fully or partially satisfy the affordable housing requirement by the substantial rehabilitation of existing residential units in the City, it shall substantially rehabilitate and restrict the affordability of, the number of residential units specified in Section 4.4.1, provided that such units shall be provided elsewhere within the City. The rehabilitation work shall be substantial and of high quality and shall also address any deferred property maintenance issues on the property. “Substantial rehabilitation” shall mean rehabilitated multi-family rented dwelling units with three or more units and the value of the rehabilitation constitutes 25 percent of the after rehabilitation value of the dwelling, inclusive of land value pursuant to Health and Safety Code Section 33413(b)(2)(A)(iii-iv) as such section exists as of the Effective Date of this Agreement. If OWNER chooses the option of rehabilitation of existing housing units within the City, a detailed Affordable Housing Agreement specifying the terms for the allowable month housing costs or rents (as applicable) and maintenance and occupancy standards shall be prepared, executed and recorded against such units as a condition to the issuance of a building permit. Such rehabilitation shall be completed no later than the date that is five (5) years following the issuance of the first building permit for OWNER’s Project; provided however that to the extent OWNER has not rehabilitated the required percentage of units, based on the number of building permits, OWNER shall, prior to the issuance of such building permits, provide security (in the form and substance approved by the City Manager and City Attorney) to the City in order to ensure the faithful completion of such required percentage of rehabilitation.

If OWNER has partially complied with the requirements of Section 4.4.1 by construction or rehabilitation of less than the minimum number of units, then the Affordability In-lieu Fee shall be recalculated and reduced in consideration of the number and type of affordable units provided. The Affordability In-Lieu Fee shall be paid by OWNER to City no later than prior to the issuance of each building permit within OWNER’s Project based on the square footage of the residential unit for which such building permit is sought; provided however that OWNER may, at OWNER’s election, pre-pay such Affordability In-Lieu Fee by paying such Affordability In-Lieu Fee within 145
-23-

thirty (30) days following the earliest discretionary approval by the City for OWNER’s Project, including, but not limited to, any general plan amendment, specific plan adoption, development agreement, tentative map approval, variance, conditional use permit, or resolution of intention to form any public financing mechanism. The Three Dollars Thirty-Seven Cents ($3.37 Two Dollars Ninety-Six ($2.96) per square foot amounts shall automatically be increased annually, commencing on July 1, 2024, and automatically each July 1 thereafter. Such adjustment shall be based on the percentage increase (but no decrease) in the Consumer Price Index (Riverside - San Bernardino - Ontario, CA) (December 2017=100) over the preceding year. The pre-paid Affordability In-Lieu Fee shall be calculated based on the maximum floor area ratio (FAR) permitted within the General Plan and any applicable FAR contained within the applicable specific plan, whichever is greater, and the Maximum Development Density. For purposes of this Agreement, “Maximum Development Density” shall be determined by multiplying the OWNER’s Project’s density for residential development potential as set forth in the General Plan or the applicable Specific Plan, whichever is less, by the net acreage of land within OWNER’s Project. All “Affordability In-Lieu Fees” collected by the City shall be used to promote the construction of affordable housing within the City.

4.4.2.4 Affordability Covenants. Prior to the issuance of the first building permit for any affordable unit, the City and OWNER shall enter into an Affordable Housing Agreement Affordability shall be assured for a period of forty-five (45) years for for-sale units and fifty-five (55) years for rentals. For rental units, base rents shall be established by the City and rental adjustments required by the City shall be performed on an annual basis. In addition, the Affordable Housing Agreement shall impose maximum occupancy limits of 2 occupants per bedroom plus 1 additional occupant per dwelling unit, and a requirement for the owner or tenant to properly maintain each dwelling unit.

4.4.2.5 Transfer of Affordable Project. No transfer of title to any affordable housing project shall occur without the prior written consent of the City. In the event OWNER transfers title to any affordable housing project required to be constructed pursuant to this Agreement to a non-profit entity, or other entity, that receives an exemption from ad valorem real property taxes, the City shall be required to assure payment of an annual in lieu fee to the City on July 1 of each year equal to one-tenth of one percent (0.1%) of the assessed value of such project. The City may permit OWNER to satisfy this obligation by recorded covenants against the property and enforceable against said entity by the City. Any such covenants shall be approved by the Planning Director and the City Attorney.
146
-24-

4.5 Schools Obligations.

4.5.1 Written Evidence of Compliance with Schools Obligations. OWNER shall, either through joint or individual agreements between OWNER and the applicable school district(s), shall satisfy its new school obligations. The new school obligations for the Mountain View School District in the Ontario Ranch area have been projected to include the acquisition or dedication of school sites for, and construction of, up to eight (8) schools. Of these eight (8) schools, six (6) are to be elementary (K-5) grade schools and two (2) are to be middle grade schools. The new school obligations for the Chaffey Joint Union High School District in the Ontario Ranch area have been projected to include the dedication of a school site for, and construction of, an additional high school. The new school obligations for the applicable school district shall be met by a combination of the following: (1) designating and dedicating school site(s) within the Property as set forth in the General Plan, and/or (2) paying school impact fees, (3) entering into a joint mitigation agreement or individual mitigation agreements, or (4) any combination of the foregoing. Written evidence of approval by the applicable school district that OWNER has met their school obligations may be required by the City as the condition to the issuance by the City of any entitlements for OWNER’s Project. In the event OWNER is unable to provide such written evidence from the applicable school district(s), the City shall have the right to decline to honor any DIF Credit, Certificates of MDD Availability, Certificates of Storm Water Treatment Capacity Availability, or any combination thereof, presented by such OWNER, without liability to the City. To the extent that a joint mitigation agreement is approved by the applicable school district(s), and OWNER is a participant in good standing in such mitigation agreement, OWNER shall be deemed to have mitigated its new school obligations under this Section 4.4.1.

4.6 Net MDD/Water Availability Equivalents.

4.6.1 Effectiveness of Agreement. Notwithstanding anything else set forth in this Agreement, CITY and OWNER each acknowledge, confirm, and agree, that (i) the City approval of this Agreement and (ii) the effectiveness of this Agreement, in each case, is conditioned upon OWNER’s admission to NMC Builders as a “Member” thereof pursuant to the terms and conditions of the operating agreement of NMC Builders. OWNER and CITY agree that OWNER shall become a Member of NMC Builders within 30 days of the effective date of this Agreement.

4.6.2 Requirement of NMC Builders, LLC Membership as a Phase 2 Water Member. OWNER and CITY agree that OWNER’s’ payment to CITY required by Section 4.7.3 below represents OWNER’s contribution to the funding required for the future construction of the Phase 2 Water Improvements and the availability of additional Net MDD Water Availability required for the development of the Property described in Exhibit A of this Agreement.

4.6.3 CITY issuance of Water Availability Equivalents. Within 30 days after the effectiveness of this Development Agreement OWNER shall pay or have paid to City the applicable Phase 2 Water Participation Fee. The Phase 2 Water Participation Fee shall be the calculated based on the amount of the Regional Water DIF for the applicable land use category and the square footage of the applicable buildings. The calculated amount of the Phase 2 Water Participation Fee shall be paid to City within 30 days after the effective date of this Agreement or, at OWNER’s option, the Phase 2 Water Participation Fee may be paid to City in two (2) installments. The first installment shall be fifty percent (50%) of the total Phase 2 Water Participation Fee and such first installment shall be due and payable to City within 30 days after the effective date of this Development Agreement. The second installment shall be the remaining amount of the Phase 2 Water Participation Fee and such second installment shall be due and payable to City within one (1) year after the payment of the first installment, or prior to, and as a condition precedent to, the recording of any final Parcel Map for the Project, whichever occurs first. Upon OWNER’s complete payment to CITY of the Phase 2 Water Participation Fee CITY shall issue a Certificate of Water Availability Equivalents in the form attached hereto as Exhibit G. Such Water Availability Equivalents Certificate shall be issued by CITY within thirty (30) days of the receipt of such required payment. CITY and OWNER agree that the amount of Water Availability Equivalents issued to OWNER shall be based on the maximum projected need for Water Availability Equivalents required for the Property based upon water demand factors and assumptions listed in Exhibit C-2R of the Phase 2 Water Amendment to the Construction Agreement “Water Demand Equivalents by Land Use” for each land use category. Additionally, within five (5) business days of CITY’s receipt of OWNER’s payment as required under this Section 4.5.2, CITY shall issue a certificate of DIF Credit against OWNER’s DIF obligations in the Regional Water DIF Category.

4.6.3 Requirement for other Water System Improvements. A Certificate of Net MDD Availability is evidence only of available water capacity and does not satisfy 148
-26-

any other conditions applicable to an OWNER’s Project, including those relating to design and construction of master-planned potable water and recycled water transmission and distribution system for the respective pressure zone and other public infrastructure requirements.

4.7 Storm Water Capacity Availability.

4.9 Edison Easement Improvements. OWNER shall develop as park, trail or open space purposes that area within the Project areas owned in fee by Southern California Edison or in which Southern California Edison has an easement or license, as more particularly set forth in the Specific Plan. Said park, trail or open space development shall be consistent with the New Model Colony Park Master Plan standards for park and open space development. Notwithstanding OWNER’s development of park or open space areas as required by this Section 4.10. OWNER shall not be entitled to any credit, offset or reimbursement from the CITY for such park or open space development.

4.10 Compliance with Public Benefits Requirements.

4.11.1 Failure to Provide Public Benefits. In the event OWNER fails or refuses to comply with any condition referenced in Section 4.1 through 4.9, or challenges (whether administratively or through legal proceedings) the imposition of such conditions, OWNER shall be deemed in default of this Agreement pursuant to Section 8.4 hereof, thereby entitling the City to any and all remedies available to it, including, without limitation, the right of the City to withhold OWNER’s Project149 -27-

related building permits, certificates of occupancy, or discretionary approvals, without liability.

5. FINANCING OF PUBLIC IMPROVEMENTS.

5.1 Financing Mechanism(s). In accordance with the Memorandum of Agreement between the CITY and NMC Builders, CITY will cooperate with OWNER in the formation of a CFD, or CFDs, to include all of the Project, to provide a financing mechanism to reimburse the OWNER for funds paid to NMC Builders LLC for OWNER’s share of the costs of public infrastructure pursuant to the Construction Agreement and to acquire other public facilities constructed by OWNER subject to the provisions of the Memorandum of Agreement between CITY and NMC Builders LLC. Notwithstanding such reimbursements and acquisitions, OWNER shall remain entitled to DIF Credits as provided for in Article 3 of the Construction Agreement and/or as provided for in a separate Fee Credit Agreement between CITY and OWNER. OWNER agrees that, prior to the recordation of any Tract Map for the Property, the Property shall be included in a CFD to finance City services through annual special taxes that will initially be $1,371.52 per Single Family Detached Dwelling Unit, $1,188.58 per Multiple-Family Dwelling Unit, $996.75 per Gated Apartment Community Dwelling Unit, and $.25 per square foot for Non-Residential buildings. These amounts shall be subject to an automatic increase at a rate not to exceed four (4%) percent per year, unless modified by CITY. CITY shall be the sole and exclusive lead agency in the formation of any CFD, assessment district or other public financing mechanism within the Property; provided however, that the proceeds of any such CFD, assessment district, or financing mechanism may be used, subject to restrictions that may be imposed by applicable law, for the purposes of acquiring, constructing or maintaining public facilities to be owned or operated by other public agencies, including, without limitation those facilities owned or operated by a school district. In addition to the rights of the CITY pursuant to section 5.2 hereof, CITY shall have the right, but not the obligation, to condition the formation of any CFD, assessment district or other public financing mechanism within the Property on the OWNER mitigating all Project-related impacts to the applicable school district(s) as required by such school district(s). Written evidence by such school district(s) may be required by the CITY as the condition to the formation of any CFD, assessment district or other public financing mechanism within the Property, or any steps preliminary thereto, including, without limitation, the adoption of any resolution of intention to form such CFD, assessment district or other public financing mechanism within the Property. It is not the intent of the parties hereto, by this provision, to prohibit or otherwise limit the City’s ability to take any and all necessary steps requisite to the formation of the CFD to finance City services through annual special taxes as set forth in this Section 5.1. Formation of any CFD, assessment district or other public financing mechanism within the Property, shall be subject to CITY’s ability to make all findings required by applicable law and complying with all applicable legal procedures and requirements including, without limitation, CITY’s public financing district policies as such policies may be amended from time to time.

Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds.
150
-28-

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.6 Procedure Upon Findings.
151
-29-

6.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon written request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Planning Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate 152
-30-

with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or City Council.

7. [RESERVED]

8. DEFAULT AND REMEDIES.

from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement.

9. THIRD PARTY LITIGATION.

OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law.

or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding.

9.6 Survival. The provisions of this Sections 9.1 through 9.6, inclusive, shall survive the termination of this Agreement.

10. MORTGAGEE PROTECTION.

device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If CITY timely receives a request from a Mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

11. MISCELLANEOUS PROVISIONS.

11.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the San Bernardino County Recorder by the City Clerk within the ten (10) days after the CITY executes this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the CITY terminates or modifies the agreement as provided for herein and in Government Code Section 65865.1 for failure of the applicant 156
-34-

to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action recorded with the San Bernardino County Recorder.

Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

11.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.6 Singular and Plural. As used herein, the singular of any word includes the plural.

11.7 Joint and Several Obligations. Subject to section 2.4, if at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of a single lot which has been finally subdivided and sold to such owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof.

11.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its 157
-35-

rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

11.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Bernardino, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property.

11.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain.

defaults in the performance of the requesting party, except as may be represented by the requesting party. OWNER shall pay to CITY all costs incurred by CITY in connection with the issuance of estoppel certificates under this Section 11.20 prior to CITY’s issuance of such certificates.

11.22.1 CITY makes no representations concerning prevailing wages in compliance with California Labor Code Section 1770 et seq.

11.22.4 OWNER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND

NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

INITIALS. BY INITIALING BELOW, OWNER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
160
-38-

_______________
(Owner's Initials)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
161
-39-

SIGNATURE PAGE
TO DEVELOPMENT AGREEMENT FILE NO. PDA25-005
"OWNER"
Legacy Land Partners, LLC
a Florida limited liability company
and
Richland Ontario Developers, LLC
a Delaware limited liability company

By: ________________________
John Troutman
Vice President
Date: ___________________
"CITY"

CITY OF ONTARIO
By:

Scott Ochoa
City Manager
Date: ___________________
ATTEST:

City Clerk, Ontario
APPROVED AS TO FORM:

BEST BEST KRIEGER, LLP
City Attorney
162

ACKNOWLEDGEMENT

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

WITNESS my hand and official seal.

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
COUNTY OF____________________ )
On _________________, 20_____, before
me__________________________________,
Date Insert Name and Title of the Officer
personally appeared
________________________________________________________ Name(s) of Signer(s)
__________________________________________________________________ ______, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

TO DEVELOPMENT AGREEMENT
Legal Description of Property
165
EXHIBIT "B"

TO DEVELOPMENT AGREEMENT
Map showing Property and its location
166
EXHIBIT "C"

TO DEVELOPMENT AGREEMENT
Existing Development Approvals
On October 23, 2007 the Planning Commission:
a) Issued Resolution No. PC07-125 recommending City Council certification of the Rich-Haven Specific Plan EIR (SCH#2006051081).
b) Issued Resolution No. PC07-127 recommending to City Council approval of the Rich-Haven Specific Plan (File No. PSP05-004).

On December 4, 2007, the City Council:
a) Issued Resolution No. 2007-145 certifying the Rich-Haven Specific Plan EIR (SCH#2006051081).
b) Adopted Ordinance No. 2884 approving the Rich-Haven Specific Plan.

On February 23, 2016, the Planning Commission:
a) Issued Resolution No. PC16-003 recommending City Council adoption of an Addendum to the Rich-Haven Specific Plan EIR (SCH#2006051081) and The Ontario Plan EIR (SCH#2008101140).
b) Issued Resolution PC16-004 recommending approval of the Rich-Haven Specific Plan Amendment (File No. PSPA16-001).

On March 15, 2016, the City Council:
a) Issued Resolution No. 2016-024 for the adoption of an Addendum (File No. PSPA16-001) to the Rich-Haven Specific Plan EIR.
b) Issued Resolution No. 2016-025 approving an Amendment (File No.

PSPA16-001) to the Rich-Haven Specific Plan EIR (SCH#2006051081) and The Ontario Plan EIR (SCH#2008101140).

On January 23, 2018, the Planning Commission:
a) Issued Resolution No. PC18-014 recommending City Council adoption of an Addendum to The Ontario Plan EIR (SCH#2008101140).
b) Issued Resolution No. PC18-015 recommending City Council adoption of the Rich-Haven Specific Plan Amendment (File No. PSPA16-005).

On February 20, 2018, the City Council:
a) Issued Resolution No. 2018-017 for the adoption of an Addendum (File No. PSPA16-005) to The Ontario Plan EIR (SCH#2008101140). b) Issued Resolution No. 2018-018 approving an Amendment (File No.

PSPA16-005) to the Rich-Haven Specific Plan.
167
On May 23, 2023, the Planning Commission:
a) Issued Resolution No. PC23-042 recommending City Council adoption of an Environmental Impact Report (State Clearinghouse No. 2022100425) in conjunction with File No. PSPA22-001 for the Rich Haven Specific Plan Amendment.
b) Issued Resolution No. PC23-043 recommending City Council adoption of the Rich-Haven Specific Plan Amendment (File No. PSPA22-001).

On June 20,2023, the City Council:
a) Issued Resolution No. 2023-060 approving an Environmental Impact Report (State Clearinghouse No. 2022100425) in conjunction with File No.

PSPA22-001 for the Rich Haven Specific Plan Amendment.
b) Issued Resolution No. 2023-061 approving the Rich-Haven Specific Plan Amendment (File No. PSPA22-001).
168
EXHIBIT "D"

TO DEVELOPMENT AGREEMENT
Existing Land Use Regulations
These documents are listed for reference only:

1. The Rich-Haven Specific Plan (File No. PSP05-004) Environmental Impact Report, Resolution No. 2007-145.

2. The Rich-Haven Specific Plan (File No. PSP05-004), Ordinance No. 2884.

3. Addendum to the Rich-Haven Specific Plan (File No. PSPA16-001) Environmental Impact Report, Resolution No. 2016-024.

4. Amendment to the Rich-Haven Specific Plan (File No. PSPA16-001), Resolution No. 2016-025.

5. Addendum to the Rich-Haven Specific Plan (File No. PSPA16-005) Environmental Impact Report, Resolution No. 2018-017.

6. Amendment to the Rich-Haven Specific Plan (File No. PSPA16-005), Resolution No. 2018-018.

7. The Rich-Haven Specific Plan Amendment (File No. PSP22-001) Environmental Impact Report (State Clearinghouse No. 2022100425), Resolution No. 2023-060.

8. Amendment to the Rich-Haven Specific Plan (File No. PSPA22-001), Resolution No. 2023-061.

9. City of Ontario Municipal Code
a. Six – Sanitation & Health
b. Seven – Public Works
c. Eight – Building Regulations
d. Nine – Development Code
e. Ten – Parks & Recreation
169
EXHIBIT "E"

TO DEVELOPMENT AGREEMENT
Description of Required Infrastructure Improvements
OWNER shall design, construct, and complete all improvements including but not limited to Sewer (SW), Potable Water (PW), Recycled Water (RW), Storm Drain (SD), Fiber Optic (FO), and Street (ST) improvements necessary to serve the Property and improvements that have not been accepted by the City that supports this development per comments on Exhibit F, prior to the request of any Product Units.

STREETS (ST)
a. ST improvements on Ontario Ranch Road, between Sunrise Avenue and Mill Creek Avenue.
b. ST improvements on Mill Creek Avenue, between Ontario Ranch Road and Old Edison Avenue.
c. Traffic signal modification at Mill Creek Avenue and Ontario Ranch Road. d. Traffic signal modification at Sunrise Avenue and Ontario Ranch Road.

FIBER OPTICS (FO)
a. FO on Ontario Ranch Road, between Sunrise Avenue and Mill Creek Avenue.
b. FO on Mill Creek Avenue, between Ontario Ranch Road and Old Edison Avenue.

SEWER (SW)
a. SW on Mill Creek Avenue, between Ontario Ranch Road and Bellegrave Avenue.
b. SW on Lupine Street to the point of connection in Haven Avenue.

Required if parcel 2 of TPM20792 cannot be feasibly serviced exclusively from Mill Creek Avenue SW, as determined by the City.

POTABLE WATER (PW)
a. PW on Mill Creek Avenue, between Ontario Ranch Road and Bellegrave Avenue.
b. PW on Sunrise Avenue, Lupine Street, and Cliff Rose, between Ontario Ranch Road and Haven Avenue.
170

RECYCLED WATER (RW)
a. RW on Mill Creek Avenue, between Ontario Ranch Road and Old Edison Avenue.
171
EXHIBIT “F”

TO DEVELOPMENT AGREEMENT
Depiction of Required Infrastructure Improvements
(SEE ATTACHED EXHBITS)
172
173
EXHIBIT "G"

TO DEVELOPMENT AGREEMENT

FORM OF CERTIFICATE OF NET MDD AVAILABILITY
Pursuant to Section ___ of this Agreement between the City of Ontario, a California municipal corporation, and ________________, a __________________ company, hereinafter called "OWNER", the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called "Agreement", the City of Ontario hereby certifies based on CITY receipt of payment of OWNER’s share of the funding for the Phase 2 Water Improvements, that OWNER is entitled to the following Net MDD Water Availability.

Amount of Net MDD _________________________ gpm
________________________________________
Scott Ochoa, City Manager
Dated:_________________________________
174
EXHIBIT “H”

TO DEVELOPMENT AGREEMENT

FORM OF CERTIFICATE OF REGIONAL DIF CREDIT
Pursuant to Section 4.5.2 of this Agreement by and between the City of Ontario and ____________________, dated _______________, 20__ the terms and definitions of which are hereby incorporated herein by this reference and hereinafter called the “Development Agreement’, the City of Ontario hereby certifies that OWNER is entitled to the following amount and nature of DIF Credits in the Regional Water DIF Infrastructure Category:

Amount of Credit: $
Scott Ochoa, City Manager
Dated:
175
Exhibit “I-1”

ONTARIO RANCH

WATER SUPPLY PHASING PLAN
Phase 2 Water
Availability
Equivalency
Estimated
Net MDD Available1
Phase 2 A
Supply & Storage

1. 1 - Additional Ground Water Well and Collection lines - Design and Construction
8,250 gpm2 7,750 gpm2
Pipelines (Transmission & Distribution)2

2. 925 Zone Transmission lines – Design and Construction

3. Temporary Pressure Reducing Station3 – Design and
Construction
Phase 2B
Supply & Storage

4. 1 – Additional Ground Water Well and Collection lines – Design and Construction

5. 1 – 6 million gallon Reservoir – 925 Zone – Design and Construction
10,500 gpm2 9,860 gpm2
(1) Upon Completion of the construction of all of the improvements described for each Phase a Certificate of Net MDD Availability shall be issued to Developer for the corresponding amount of Net MDD. Net MDD means the maximum daily demand on the potable water supply, net of the water requirements for public schools and parks. The Water Availability Equivalency includes the estimated requirements for public schools and parks. The amount of Net MDD specified is the cumulative amount for which building permits may be issued upon funding of the corresponding and all preceding Phases of improvements.
(2) The ability of a particular development to utilize Net MDD assigned to it by the Developer will require the completion of design and construction of Master-planned potable and recycled water transmission and distribution pipelines for the respective pressure zone. Other factors may include its location, the particular land use and Water Availability Equivalents assigned to it as specified in Exhibit C-2. (3) Pressure reducing stations are a component of the pipeline transmission and distribution system. 176
EXHIBIT “I-2”
Available Water Supply - See Exhibit C-1R for Net MDD Available Table A - Water Demand Equivalents By Land Use
Water
Demand
Equivalents
(WDE)2
Recycled
Water
Demand
Factor1
(ADD)
Recycled
Water
Demand Of
Total Water
Demand
(gpd/du) (gpd/ac) (gpm/unit) (gpd/ac) (%)
Detached Dwellings (less than 5 units per acre) 544 0.57 900 28% Detached or Attached Dwellings (between 5 and 11 units per acre) 464 0.48 1,000 21% Attached Dwellings (between 11 and 25 units per acre) 323 0.34 1,500 18% High Density Dwellings (25+ units per acre) 152 0.16 1,500 27% Commercial Lodging 150 0.16 1,700 50%
Retail/Services Uses 2,200 2.29 2,300 51%
Office Uses 3,400 3.54 2,300 40%
Business Park Uses 2,200 2.29 2,200 50%
Industrial Uses 2,000 2.08 2,200 52%
Institutional Use 2,200 2.29 1,600 42%
Parks 1,000 1.04 1,400 58%
Schools 3,500 3.65 1,600 31%
Table B - Example Water Supply Calculation
Land Use Residential
Units
WDE Factor
(gpm)
Potable
MDD
(gpm)
Development
Detached Dwellings (less than 5 units per acre) 5,061 0.57 2,868 Detached or Attached Dw ellings (betw een 5 and 11 units per acre) 2,530 0.48 1,223 Attached Dwellings (between 11 and 25 units per acre) 3,410 0.34 1,147 Retail/Services Uses (per acre)2 2.29 239
TOTAL 11,001 5,477
Three (3) Wells Are required to Support this example, assuming each w ell produces 2,000 gpm and connection to the Recycled Water System maximizing Recycled Water Use. 1 Residential Acres are estimated based on the w eighted average derived from the average number of units per land use category. 2 Commercial acreage is calculated from a total square footage of 1,361,000 SF w ith an average Floor to Area Ratio (FAR) of 0.30 for commercial services in The Ontario Plan. 1Recycled Water Demands include irrigation for right-of-w ay (medians and parkw ays), neighborhood edge, pocket parks, and common areas.

The Ontario Plan Potable Water Recycled Water
Land Use
1,428
166
194 202
1,950
1,284
Acres1
(gross)
104
369
803
Recycled
Water ADD
(gpm)
Water Demand Factor
(ADD)
256
2 The WDE is based on the Maximum Day Demand (MDD) w ith a peaking factor of 1.5 in the NMC for all land use categories. 177 Exhibit “J”
Form of Plume Disclosure Letter
178
Department: Financial Services
Prepared By: Cruz Torres
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

ADOPT A RESOLUTION OF INTENTION TO ESTABLISH CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES) AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES; AND ADOPT A

RESOLUTION DECLARING IT NECESSARY TO INCUR BONDED INDEBTEDNESS

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council consider and:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT: Mello-Roos financing in The Resort at Ontario Ranch Facilities residential development is projected to generate approximately $11.5 million in bond proceeds to be used to 179
fund a portion of the public infrastructure improvements needed to serve the project. Mello-Roos bonds are not a direct obligation of the City and are paid from special taxes levied on each taxable parcel in the district; therefore, there is no fiscal impact on the General Fund from the issuance of Mello-Roos bonds. City Council approval will be required to process annual special tax levies in future years.

BACKGROUND & ANALYSIS: The Mello-Roos Community Facilities Act of 1982 provides local government, with the consent from a majority of the property owners, the authority to establish community facilities districts for the purpose of levying special taxes to finance various kinds of public infrastructure facilities. Under the Mello-Roos Act, the initial steps in the formation of a community facilities district to finance public improvements are to adopt a Resolution declaring the intention to establish a community facilities district, authorize the levy of special tax and issue bonds.

In the First Amended and Restated Agreement for the Financing and Construction of Limited Infrastructure Improvements to Serve an Easterly portion of the New Model Colony ("First Amended and Restated Construction Agreement") between the City of Ontario and NMC Builders, LLC, the City agreed to cooperate with the members of NMC Builders, LLC, in the formation of community facilities districts to assist in the financing of the public improvements included in the agreement. SL Ontario Development Company, LLC (SLODC), Richmond American Homes of Maryland, Inc. and TRI-Pointe Homes Holdings, Inc. have provided written petitions to the City requesting the formation of a community facilities district, along with a deposit pursuant to a Deposit Agreement dated May 1, 2025, to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness and provide for the repayment to SL Ontario Development Company, LLC, from the proceeds from any bonded indebtedness by the Community Facilities District. The Resort at Ontario Ranch Facilities project addresses the development of approximately

18.19 gross acres located south of Eucalyptus Avenue, north of Parkview Street, west of Cleveland Avenue, and east of Haven Avenue. As proposed, the project is anticipated to include 331 residential units consisting of 116, 3-story attached homes; 100, 2-story detached homes; and 115, 3-story detached homes at build-out.

Included as part of the Resolution of Intention, is the proposed Rate and Method of Apportionment of Special Tax for the district. Under the proposed Rate and Method of Apportionment, the portion of the maximum annual special tax rates which will be used to fund debt service payments on the bonds is fixed and will not increase over time. As proposed, the amount of bonds authorized for the district ($45 million) is set intentionally higher than the current estimated bond amount (approximately $13.4 million) in order to allow future City Councils, the option, without increasing the amount of the annual special taxes, to issue additional bonds to replace and/or construct new public infrastructure improvements in the future, or to fund municipal services. The term and structure of the Rate and Method of Apportionment of Special Tax for The Resort at Ontario Ranch Facilities project is consistent with those of previously adopted Rates and Methods of Apportionment for Ontario Ranch community facilities districts. This ensures that the special tax rates levied on all residential property owners in community facilities districts in Ontario Ranch are developed in a consistent and equivalent manner. In addition, under the provisions of the MelloRoos Act, to ensure that home buyers are making an informed decision, all residential builders in the Ontario Ranch community facilities districts will be required to disclose the maximum annual 180
special tax amount to each homeowner before entering into a sales contract.

List of infrastructure that may be financed:

Water and Recycled Water System Facilities
Sewer System Facilities
Storm Drain System Facilities
Streets and Traffic Circulation System Facilities
Fiber Optic System Facilities
City Staff has discussed the proposed Rate and Method of Apportionment of Special Tax with the landowners. As proposed, the Resolution of Intention to establish the district and to levy special taxes will set a public hearing date on the formation of the community facilities district for the regularly scheduled City Council meeting on Tuesday, May 19, 2026, to consider the matter. 181
RESOLUTION NO. ________

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

CALIFORNIA, OF INTENTION TO ESTABLISH A COMMUNITY

FACILITIES DISTRICT PROPOSED TO BE NAMED CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT

ONTARIO RANCH FACILITIES) AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX THEREIN.

WHEREAS, Section 53318 of the Mello-Roos Community Facilities Act of 1982 (the “Act”) provides that proceedings for the establishment of a community facilities district shall be instituted by a legislative body of a local agency when a petition requesting the institution of the proceedings signed by the owners of not less than 10% of the area of land proposed to be included within the community facilities district and not proposed to be exempt from the special tax, describing the boundaries of the territory that is proposed for inclusion in the area and specifying the type or types of facilities and services to be financed by the community facilities district is filed with the clerk of the legislative body; and
WHEREAS, Section 53318 of the Act further provides that such a petition may not be acted upon until the payment of a fee in an amount that the legislative body determines, within 45 days of receiving such petition, is sufficient to compensate the legislative body for all costs incurred in conducting proceedings to create a community facilities district pursuant to the Act; and
WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”) has received from each of SL Ontario Development Company, LLC (“SLODC”), Richmond American Homes of Maryland, Inc. and TRI Pointe Homes Holdings, Inc. (collectively, the “Landowners”) a written petition (together, the “Petitions”), requesting the City Council to institute proceedings pursuant to the Act to establish a community facilities district (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District, describing the boundaries of the territory that is proposed for inclusion in the Community Facilities District and specifying the types of facilities and services to be financed by the Community Facilities District; and
WHEREAS, in connection with such request to institute proceedings to establish the Community Facilities District, SLODC paid a fee in an amount that the City Council has determined is sufficient to compensate the City Council for all cost incurred in conducting proceedings to create the Community Facilities District pursuant to the Act; and
WHEREAS, the Landowners have represented and warranted to the City Council that the Landowners are the owners of 100% of the area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the special tax; and
182
WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; and
WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53321 of the Act and in the resolution of formation to establish a community facilities district pursuant to Section 53325.1 of the Act, (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; and WHEREAS, the City and SLODC have entered into the Deposit and Reimbursement Agreement, dated as of May 1, 2025 (the “Deposit Agreement”), which provides for the advancement of funds by SLODC to be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby, and provides for the repayment to SLODC of such funds advanced, without interest, from the proceeds of any such bonded indebtedness incurred by the Community Facilities District; and
WHEREAS, the City desires to include in this Resolution, in accordance with Section 53314.9 of the Act, the proposal to repay funds pursuant to the Deposit Agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

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

SECTION 3. The City Council proposes to establish the Community Facilities District under the terms of the Act. The boundaries of the territory proposed for inclusion in the Community Facilities District are described in the map showing the proposed Community Facilities District (the “Boundary Map”) on file in the office of the City Clerk of the City (the “City Clerk”), a copy of which is attached hereto as Exhibit A, which boundaries are hereby preliminarily approved and to which map reference is hereby made 183
for further particulars. The City Clerk is hereby directed to sign the original Boundary Map and record, or cause to be recorded, the Boundary Map with all proper endorsements thereon in the office of the San Bernardino County Recorder within 15 days of the date of adoption of this Resolution, all as required by Section 3111 of the California Streets and Highways Code.

SECTION 4. The name proposed for the Community Facilities District is “City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities).” SECTION 5. The public facilities (the “Facilities”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Facilities” on Exhibit B hereto, which is by this reference incorporated herein. Those Facilities proposed to be purchased as completed public facilities are identified under the caption “Facilities to be Purchased” on Exhibit B hereto. The services (the “Services”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Services” on Exhibit B hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit B hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, lease-purchase or installment-purchase arrangement.

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

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

SECTION 8. The tax year after which no further Special Tax to pay for Facilities shall be levied against any parcel used for private residential purposes is specified in the Rate and Method. Under no circumstances shall the Special Tax to pay for Facilities in any fiscal year against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the Community Facilities District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such 184
delinquencies or defaults. For purposes of this paragraph, a parcel shall be considered “used for private residential purposes” not later than the date on which an occupancy permit for private residential use is issued. The Special Tax to pay for Services will be levied in perpetuity, as provided in the Rate and Method.

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

SECTION 10. The City Council hereby fixes Tuesday, May 19, 2026, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the establishment of the Community Facilities District; provided, that, in the event the May 19, 2026 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.

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

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

SECTION 13. Each officer of the City who is or will be responsible for providing one or more of the proposed types of Facilities or Services is hereby directed to study, or cause to be studied, the proposed Community Facilities District and, at or before said public hearing, file a report with the City Council containing a brief description of the Facilities and Services by type that will in his or her opinion be required to adequately meet the needs of the Community Facilities District, and his or her estimate of the cost of providing the Facilities and Services. Such officers are hereby also directed to estimate the fair and reasonable cost of the Facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid. Such report shall be made a part of the record of said public hearing.
185
SECTION 14. SLODC has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in connection with the creation of the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council proposes to repay all or a portion of such funds so advanced, without interest, solely from the proceeds of such bonded indebtedness, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.

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

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

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

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

PASSED, APPROVED, AND ADOPTED this 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
186

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2026- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held April 7, 2026 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2026- duly passed and adopted by the Ontario City Council at their regular meeting held April 7, 2026. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
187

EXHIBIT A

BOUNDARY MAP
188

EXHIBIT B

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

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

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

Incidental Expenses
The incidental expenses proposed to be incurred include the following:
(a) the cost of planning and designing public facilities to be financed, including the cost of environmental evaluations of those facilities; (b) the costs associated with the creation of the Community Facilities District, issuance of bonds, determination of the amount of taxes, collection of taxes, payment of taxes, or costs otherwise incurred in order to carry out the authorized purposes of the Community Facilities District; and (c) any other expenses incidental to the construction, completion, and inspection of the authorized work.
189

EXHIBIT C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
190
191
City of Ontario CFD No. 77 1 February 18, 2026

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 77
(THE RESORT AT ONTARIO RANCH FACILITIES)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
Special Taxes shall be levied on all Assessor’s Parcels in the City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities) (“CFD No. 77”) and collected each Fiscal Year, commencing in Fiscal Year 2026-27, in an amount determined by the City Council of the City of Ontario through the application of the Rate and Method of Apportionment, as described below. All of the real property in CFD No. 77, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable Final Subdivision Map, parcel map, condominium plan, or other recorded County map.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the California Government Code. “Administrative Expenses” means the following actual or reasonably estimated costs directly related to the administration of CFD No. 77: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or CFD No. 77 or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City or CFD No. 77 of complying with arbitrage rebate requirements; the costs to the City or CFD No. 77 of complying with City, CFD No. 77, or obligated persons disclosure requirements associated with applicable federal and state securities laws and of the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City or CFD No. 77 related to the analysis and reduction, if any, of the Special Tax on Single Family Property in accordance with Section C.1 herein; the costs of the City or CFD No. 77 related to an appeal of the Special Tax; the costs associated with the release of funds from any escrow account; the City’s administration fees and third party expenses; the costs of City staff time and reasonable overhead relating to CFD No. 77; and amounts estimated or advanced by the City or CFD No. 77 for any other administrative purposes of the CFD, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. 192
City of Ontario CFD No. 77 2 February 18, 2026
“Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.
“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
“Assessor’s Parcel Number” means, with respect to an Assessor’s Parcel, that number assigned to such Assessor’s Parcel by the County for purposes of identification. “Assigned Special Tax” means the Special Tax for each Land Use Class of Developed Property, as determined in accordance with Section C.1.a.2 below. “Backup Special Tax” means the Special Tax for each Land Use Class of Developed Property, as determined in accordance with Section C.1.a.3 below. “Bonds” means any bonds or other debt (as defined in Section 53317(d) of the Act) issued by CFD No. 77 under the Act and payable from the Special Tax. “Buildable Lot” means an individual lot, within a Final Subdivision Map or an area expected by CFD No. 77 to become Final Mapped Property, such as the area within a Tentative Tract Map, for which a building permit may be issued without further subdivision of such lot.
“CFD Administrator” means an official of the City responsible for determining the Special Tax Requirement, providing for the levy and collection of the Special Taxes, and performing the other duties provided for herein.
“CFD No. 77” means City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities).
“City” means the City of Ontario, California.
“City Council” means the City Council of the City, acting as the legislative body of CFD No. 77.
“Contractual Impositions” means (a) a voluntary contractual assessment established and levied on an Assessor’s Parcel pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (commencing with Section 5898.10 et seq.), as amended from time to time, (b) a special tax established and levied on an Assessor’s Parcel pursuant to Section 53328.1 of the California Government Code and related provisions of the Act, as amended from time to time, and (c) any other fee, charge, tax, or assessment established and levied on an individual Assessor’s Parcel pursuant to a contractual agreement or other voluntary consent by the owner thereof (e.g., property owner association assessments).
“County” means the County of San Bernardino.
193
City of Ontario CFD No. 77 3 February 18, 2026
“Designated Buildable Lot” means a Buildable Lot for which a building permit has not been issued by the City as of the date of calculation of the Backup Special Tax. “Developed Property” means for each Fiscal Year, all Taxable Property, exclusive of Final Mapped Property, Taxable Property Owner Association Property, and Taxable Public Property, for which a building permit or other applicable permit for new construction was issued after January 1, 2025, and before May 1 of the prior Fiscal Year. “Expected Residential Lot Count” means 144 Buildable Lots or Units of Single Family Attached Property and 187 Buildable Lots of Single Family Detached Property, or, as determined by the CFD Administrator, the number of Buildable Lots or Units of Single Family Property based on the most recent Tentative Tract Map(s) or most recently recorded Final Subdivision Map(s) or modified Final Subdivision Map(s). “Facilities” means the public facilities authorized to be financed, in whole or in part, by CFD No. 77.
“Final Mapped Property” means, for each Fiscal Year, all Taxable Property, exclusive of Developed Property, Taxable Property Owner Association Property, and Taxable Public Property, which as of January 1 of the previous Fiscal Year was located within a Final Subdivision Map. The term Final Mapped Property shall include any parcel map or Final Subdivision Map, or portion thereof, that creates individual lots for which a building permit may be issued, including Parcels that are designated as a remainder Parcel (i.e., one where the size, location, etc., precludes any further subdivision or taxable use).
“Final Subdivision Map” means a final tract map, parcel map, or lot line adjustment approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or a condominium plan recorded pursuant to California Civil Code Section 4285 that, in either case, creates individual lots for which building permits may be issued without further subdivision.
“Fiscal Year” means the period starting July 1 and ending on the following June 30. “Indenture” means the indenture, fiscal agent agreement, resolution, or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time.
“Land Use Class” means any of the classes listed in Table 1 below. “Lower Income Household Welfare Exemption Property” means, for each Fiscal Year, an Assessor’s Parcel within the boundaries of CFD No. 77 that is subject to a welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute), as indicated in the most recent County assessor’s roll finalized prior to such Fiscal Year.
194
City of Ontario CFD No. 77 4 February 18, 2026
“Maximum Special Tax” means, with respect to an Assessor’s Parcel of Taxable Property, the Maximum Special Tax determined in accordance with Section C.1 below that can be levied in any Fiscal Year on such Assessor’s Parcel of Taxable Property. “Minimum Sale Price” means the minimum price at which Units of a given Land Use Class have sold or are expected to be sold in a normal marketing environment and shall not include prices for such Units that are sold at a discount to expected sales prices for the purpose of stimulating the initial sales activity with respect to such Land Use Class. “Non-Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued by the City permitting the construction of one or more non-residential structures or facilities.
“Other Residential Property” means, with respect to the Special Tax, all Assessor’s Parcels of Developed Property for which a building permit was issued by the City for purposes of constructing Units, excluding Single Family Attached Property and Single Family Detached Property.
“Outstanding Bonds” means all Bonds which are outstanding under and in accordance with the provisions of the Indenture.
“Price Point Consultant” means any consultant or firm of such consultants selected by CFD No. 77 that (a) has substantial experience in performing price point studies for residential units within community facilities districts established under the Act or otherwise estimating or confirming pricing for residential units in such community facilities districts, (b) has recognized expertise in analyzing economic and real estate data that relates to the pricing of residential units in such community facilities districts, (c) is in fact independent and not under the control of CFD No. 77 or the City, (d) does not have any substantial interest, direct or indirect, with or in (i) CFD No. 77, (ii) the City, (iii) any owner of real property in CFD No. 77, or (iv) any real property in CFD No. 77, and (e) is not connected with CFD No. 77 or the City as an officer or employee thereof, but who may be regularly retained to make reports to CFD No. 77 or the City. “Price Point Study” means a price point study or a letter updating a previous price point study prepared by the Price Point Consultant pursuant to Section C herein. “Property Owner Association Property” means, for each Fiscal Year, any property within the boundaries of CFD No. 77 that was owned by a property owner association, including any master or sub-association, as of January 1 of the prior Fiscal Year. “Proportionately” means (a) for Developed Property in the first step of Section D.1 below, that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor’s Parcels of Developed Property; however, for Developed Property in the fourth step of Section D.1 below, Proportionately means that the amount of the increase above the Assigned Special Tax, if necessary, is equal for all Assessor’s Parcels of Developed Property, except that if the Backup Special Tax limits the increase on any Assessor’s Parcel(s), then the amount of the increase shall be equal for the remaining Assessor’s Parcels; (b) for Final Mapped Property, that the ratio of the actual Special Tax 195
City of Ontario CFD No. 77 5 February 18, 2026
levy to the Maximum Special Tax is equal for all Assessor’s Parcels of Final Mapped Property; (c) for Undeveloped Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor's Parcels of Undeveloped Property; (d) for Taxable Property Owner Association Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor’s Parcels of Taxable Property Owner Association Property; and (e) for Taxable Public Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor’s Parcels of Taxable Public Property.
“Public Property” means, for each Fiscal Year, property within the boundaries of CFD No. 77 that is (a) owned by, irrevocably offered to, or dedicated to the federal government, the State, the County, the City, or any local government or other public agency or (b) encumbered by an easement for purposes of public or utility right-of-way that makes impractical its use for any purpose other than that set forth in such easement; provided that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use.
“Rate and Method of Apportionment” means this Rate and Method of Apportionment of Special Tax.
“Residential Floor Area” means all of the Square Footage of living area within the perimeter of a Unit, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be as set forth in the building permit(s) issued for such Assessor’s Parcel, or as set forth in other official records maintained by the City’s Building Department or other appropriate means selected by CFD No. 77. The actual Square Footage shall be rounded up to the next whole square foot. Once such determination has been made for an Assessor’s Parcel, it shall remain fixed in all future Fiscal Years unless an appeal pursuant to Section F below is approved that results in a change in the actual Square Footage. “Residential Property” means, for each Fiscal Year, an Assessor’s Parcel for which a building permit for new construction of one or more Units was issued after January 1, 2025, and before May 1 of the prior Fiscal Year.
“Services” means the services authorized to be financed, in whole or in part, by CFD No.

77. “Single Family Attached Property” means all Assessor’s Parcels of Developed Property for which a building permit or use permit was issued for construction of a residential structure consisting of two or more Units that share common walls, have separate Assessor’s Parcel Numbers assigned to them (except for a duplex unit, which may share an Assessor’s Parcel with another duplex unit), and may be purchased by individual homebuyers (which shall still be the case even if the Units are purchased and subsequently offered for rent by the owner of the Unit), including such residential structures within a condominium project as defined in Civil Code Section 4125. 196
City of Ontario CFD No. 77 6 February 18, 2026
“Single Family Detached Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for construction of a Unit, on one legal lot, that does not share a common wall with another Unit. “Single Family Property” means all Assessor’s Parcels of Single Family Attached Property and Single Family Detached Property.
“Special Tax” means the special tax authorized by the qualified electors of CFD No. 77 to be levied within the boundaries of CFD No. 77 to pay for Facilities and Services. “Special Tax Requirement” means for any Fiscal Year that amount required, after taking into account available amounts held in the funds and accounts established under the Indenture, for CFD No. 77 to: (i) pay debt service on all Outstanding Bonds which is due in the calendar year that commences in such Fiscal Year; (ii) pay periodic costs on the Bonds, including, but not limited to, credit enhancement and rebate payments on the Bonds; (iii) pay Administrative Expenses; (iv) provide any amounts required to establish or replenish any reserve fund for the Bonds; (v) pay directly for acquisition or construction of Facilities, or the cost of Services, to the extent that the inclusion of such amounts does not increase the Special Tax levy on Final Mapped Property or Undeveloped Property; and (vi) provide an amount equal to Special Tax delinquencies based on the historical delinquency rate for the Special Tax as determined by the CFD Administrator.
“Square Footage” or “Sq. Ft.” means the floor area square footage reflected on the original construction building permit, or as set forth in other official records maintained by the City’s Building Department or other appropriate means selected by CFD No. 77, issued for construction of Residential Property or Non-Residential Property, plus any square footage subsequently added to a building of Non-Residential Property after issuance of a building permit for expansion or renovation of such building. “State” means the State of California.
“Taxable Property” means, for each Fiscal Year, all of the Assessor’s Parcels within the boundaries of CFD No. 77 that are not exempt from the Special Tax pursuant to law or Section E below.
“Taxable Property Owner Association Property” means, for each Fiscal Year, all Assessor’s Parcels of Property Owner Association Property that are not exempt from the Special Tax pursuant to Section E below.
“Taxable Public Property” means, for each Fiscal Year, all Assessor’s Parcels of Public Property that are not exempt from the Special Tax pursuant to law or Section E below. “Tentative Tract Map” means a map: (i) showing a proposed subdivision of an Assessor’s Parcel(s) and the conditions pertaining thereto; (ii) that may or may not be based on a detailed survey; and (iii) that is not recorded by the County to create legal lots. 197
City of Ontario CFD No. 77 7 February 18, 2026
“Total Tax Burden” means, for a Unit within a Land Use Class, for the Fiscal Year in which the Total Tax Burden is being calculated, the sum of (a) the Assigned Special Tax for such Land Use Class for such Fiscal Year, plus (b) ad valorem property taxes, special assessments, special taxes for any overlapping community facilities districts, and any other governmental fees, charges (other than fees or charges for services such as sewer or trash), taxes, and assessments (which do not include Contractual Impositions) collected by the County on ad valorem tax bills, plus (c) property owner association assessments (but excluding the refuse collection portion of such assessments), and that the CFD Administrator estimates would be levied or imposed on such Unit in such Fiscal Year if the residential dwelling unit thereon or therein had been completed and sold, and was subject to such fees, charges, taxes, and assessments in such Fiscal Year. “Trustee” means the trustee or fiscal agent under the Indenture. “TTM 20562” means Tentative Tract Map No. 20562, the area of which is located within CFD No. 77.
“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Final Mapped Property, Taxable Public Property, or Taxable Property Owner Association Property.
“Unit” means an individual single-family detached or attached home, townhome, condominium, apartment, or other residential dwelling unit, including each separate living area within a half-plex, duplex, triplex, fourplex, or other residential structure.

B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, beginning with Fiscal Year 2026-27, all Taxable Property within CFD No. 77 shall be classified as Developed Property, Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, or Undeveloped Property, and shall be subject to Special Taxes in accordance with the Rate and Method of Apportionment as determined pursuant to Sections C and D below.

Assessor’s Parcels of Developed Property shall be further classified as: Single Family Property (and further classified as Single Family Attached Property or Single Family Detached Property, as needed) or Other Residential Property; or Non-Residential Property. Assessor’s Parcels of Single Family Attached Property shall be assigned to Land Use Classes 1 through 14, and Single Family Detached Property shall be assigned to Land Use Classes 15 through 21, as listed in Table 1 below based on the Residential Floor Area of the Units on such Assessor’s Parcels. Also, Other Residential Property and Non-Residential Property shall be assigned to Land Use Classes 22 and 23, respectively.

C. MAXIMUM SPECIAL TAX

1. Special Tax
At least 30 days prior to the issuance of Bonds, the Assigned Special Tax on Developed Property (set forth in Table 1 below) shall be analyzed in accordance 198
City of Ontario CFD No. 77 8 February 18, 2026
with and subject to the conditions set forth in this Section C. At such time, CFD No. 77 shall select and engage a Price Point Consultant and the CFD Administrator shall request the Price Point Consultant to prepare a Price Point Study setting forth the Minimum Sale Price of Units within each Land Use Class.

If based upon such Price Point Study the CFD Administrator calculates that the Total Tax Burden, excluding property owner association assessments, applicable to Units within one or more Land Use Classes of Single Family Property to be constructed within CFD No. 77 exceeds 1.95% of the Minimum Sale Price of such Units, the Assigned Special Tax shall be reduced to the extent necessary to cause the Total Tax Burden, excluding property owner association assessments, that shall apply to Units within such Land Use Class(es) not to exceed 1.95% of the Minimum Sale Price of such Units.

Each Assigned Special Tax reduction for a Land Use Class shall be calculated by the CFD Administrator separately, and it shall not be required that such reduction be proportionate among Land Use Classes. In connection with any reduction in the Assigned Special Tax, the Backup Special Tax shall also be reduced by the CFD Administrator based on the percentage reduction in Maximum Special Tax revenues within the Tentative Tract Map area(s) where the Assigned Special Tax reductions occurred. Upon determining the reductions, if any, in the Assigned Special Tax and Backup Special Tax required pursuant to this Section C, the CFD Administrator shall complete the Certificate of Modification of Special Tax substantially in the form attached hereto as Exhibit A (the “Certificate of Modification”), shall execute such completed Certificate of Modification, and shall deliver such executed Certificate of Modification to CFD No. 77. Upon receipt thereof, if in satisfactory form, CFD No. 77 shall execute such Certificate of Modification. The reduced Assigned Special Tax and Backup Special Tax specified in such Certificate of Modification shall become effective upon the execution of such Certificate of Modification by CFD No. 77.

The Special Tax reductions required pursuant to this section shall be reflected in an amended notice of Special Tax lien, which CFD No. 77 shall cause to be recorded with the County Recorder as soon as practicable after execution of the Certificate of Modification by CFD No. 77. The reductions in this section apply to Single Family Property, but not to Other Residential Property or NonResidential Property. a. Developed Property
1) Maximum Special Tax
The Maximum Special Tax that may be levied in any Fiscal Year for each Assessor’s Parcel classified as Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax or (ii) the amount derived by application of the Backup Special Tax. The Maximum Special Tax shall not 199
City of Ontario CFD No. 77 9 February 18, 2026
increase in future years, other than as calculated pursuant to Section C.1.a.3 below.
2) Assigned Special Tax
The Assigned Special Tax that may be levied in any Fiscal Year for each Land Use Class is shown below in Table 1.

TABLE 1
ASSIGNED SPECIAL TAX – DEVELOPED PROPERTY
Land
Use
Class
Description
Residential
Floor Area
(Square
Footage)
Assigned
Special Tax
1 Single Family Attached Property < 1,201 $2,106 per Unit 2 Single Family Attached Property 1,201 – 1,300 $2,340 per Unit 3 Single Family Attached Property 1,301 – 1,400 $2,495 per Unit 4 Single Family Attached Property 1,401 – 1,500 $2,612 per Unit 5 Single Family Attached Property 1,501 – 1,600 $2,728 per Unit 6 Single Family Attached Property 1,601 – 1,700 $3,079 per Unit 7 Single Family Attached Property 1,701 – 1,800 $3,147 per Unit 8 Single Family Attached Property 1,801 – 1,900 $3,205 per Unit 9 Single Family Attached Property 1,901 – 2,000 $3,295 per Unit 10 Single Family Attached Property 2,001 – 2,100 $3,374 per Unit 11 Single Family Attached Property 2,101 – 2,200 $3,476 per Unit 12 Single Family Attached Property 2,201 – 2,300 $3,619 per Unit 13 Single Family Attached Property 2,301 – 2,400 $3,864 per Unit 14 Single Family Attached Property > 2,400 $3,935 per Unit 15 Single Family Detached Property < 1,401 $2,628 per Unit 16 Single Family Detached Property 1,401 – 1,600 $2,808 per Unit 17 Single Family Detached Property 1,601 – 1,800 $2,967 per Unit 18 Single Family Detached Property 1,801 – 2,000 $3,176 per Unit 19 Single Family Detached Property 2,001 – 2,200 $3,209 per Unit 20 Single Family Detached Property 2,201 – 2,400 $3,276 per Unit 21 Single Family Detached Property > 2,400 $3,501 per Unit 22 Other Residential Property $174,374 per Acre
23 Non-Residential Property $174,374 per Acre
200
City of Ontario CFD No. 77 10 February 18, 2026
3) Backup Special Tax
The Backup Special Tax shall be $3,215 per Unit of Single Family Attached Property and $3,132 per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count for Single Family Attached Property does not equal 144 and for Single Family Detached Property does not equal 187, and the City has not issued Bonds, then the Backup Special Tax for Designated Buildable Lots of Single Family Attached Property and Single Family Detached Property shall be calculated according to the following formulas:

Attached = $462,962  Expected Residential Lot
Count for Single Family Attached
Property
Detached = $585,776  Expected Residential Lot
Count for Single Family Detached
Property
If any portion of a Final Subdivision Map, or any area expected by CFD No. 77 to become Final Mapped Property – such as the area within TTM 20562, or any other Tentative Tract Map – changes any time after the City has issued Bonds, causing an adjustment to the number of Designated Buildable Lots, then the Backup Special Tax for all Designated Buildable Lots of Single Family Property subject to the change shall be calculated according to the following steps:

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

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

Step 3: Apply the amount determined in Step 2 as the
Backup Special Tax per Unit for Single Family
Attached Property or Single Family Detached
Property.
201
City of Ontario CFD No. 77 11 February 18, 2026
The Backup Special Tax for an Assessor’s Parcel shall not change once an Assessor’s Parcel is classified as Developed Property.
b. Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, and Undeveloped Property
The Maximum Special Tax for Final Mapped Property, Taxable Public Property, Taxable Property Owner Association Property, and Undeveloped Property shall be $174,374 per Acre, and shall not be subject to increase or reduction and, therefore, shall remain the same in every Fiscal Year.

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

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

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Each Fiscal Year, beginning with Fiscal Year 2026-27, the CFD Administrator shall determine the Special Tax Requirement for such Fiscal Year. The Special Tax shall then be levied as follows:

First: If needed to satisfy the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the applicable Assigned Special Tax;
Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Final Mapped Property up to 100% of the Maximum Special Tax for Final Mapped Property;
202
City of Ontario CFD No. 77 12 February 18, 2026
Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for Undeveloped Property;
Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the levy of the Special Tax on each Assessor’s Parcel of Developed Property whose Maximum Special Tax is determined through the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Special Tax for each such Assessor’s Parcel; Fifth: If additional monies are needed to satisfy the Special Tax Requirement after the first four steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Taxable Property Owner Association Property up to the Maximum Special Tax for Taxable Property Owner Association Property; Sixth: If additional monies are needed to satisfy the Special Tax Requirement after the first five steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Taxable Public Property up to the Maximum Special Tax for Taxable Public Property.

Notwithstanding the above, under no circumstances shall the Special Tax levied in any Fiscal Year on any Assessor’s Parcel of Single Family Property or Other Residential Property for which an occupancy permit for private residential use has been issued be increased as a result of delinquency or default by the owner or owners of any other Assessor’s Parcel or Assessor’s Parcels within CFD No. 77 by more than ten percent above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

E. EXEMPTIONS
No Special Tax shall be levied on up to 11.17 Acres of Property Owner Association Property. Tax-exempt status will be assigned by the CFD Administrator in the chronological order in which property becomes Property Owner Association Property.

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

No Special Tax shall be levied on Lower Income Household Welfare Exemption Property; provided, however, that if, in any Fiscal Year, applicable law does not require that Lower Income Household Welfare Exemption Property be exempt from some portion, or all, of the Special Tax, such portion, or all, of the Special Tax shall be levied 203
City of Ontario CFD No. 77 13 February 18, 2026
on such property in accordance with this Rate and Method of Apportionment based on the Land Use Class to which the Assessor’s Parcel is assigned.

F. APPEALS
Any property owner may file a written appeal of the Special Tax with CFD No. 77 claiming that the amount or application of the Special Tax is not correct. The appeal must be filed not later than one calendar year after having paid the Special Tax that is disputed, and the appellant must be current in all payments of Special Taxes. In addition, during the term of the appeal process, all Special Taxes levied must be paid on or before the payment date established when the levy was made.

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

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

If the property owner disagrees with the CFD Administrator’s decision relative to the appeal, the owner may then file a written appeal with the City Council whose subsequent decision shall be final and binding on all interested parties. If the decision of the CFD Administrator or subsequent decision by the City Council requires the Special Tax to be modified or changed in favor of the property owner, then the CFD Administrator shall determine if sufficient Special Tax revenue is available to make a cash refund. If a cash refund cannot be made, then an adjustment shall be made to credit future Special Tax levy(ies).

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

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

H. PREPAYMENT OF SPECIAL TAX
The following definitions apply to this Section H:
“CFD Public Facilities” means $12,843,000 for each Prepayment Period, or such lower number as determined by the City Council to be sufficient to fund the Facilities and Services to be provided by CFD No. 77.
“Expenditures Fund” means funds or accounts, regardless of their names, that are established to hold moneys that are available to acquire or construct Facilities and to fund Services.
204
City of Ontario CFD No. 77 14 February 18, 2026
“Future Facilities Costs” means the CFD Public Facilities minus (i) Facilities and Services costs previously paid from the Expenditures Fund during the Prepayment Period in which the prepayment is being made, (ii) moneys currently on deposit in the Expenditures Fund from deposits made during the Prepayment Period in which the prepayment is being made, and (iii) moneys currently on deposit in an escrow fund that are expected to be available to finance Facilities costs. In no event shall the amount of Future Facilities Costs be less than zero.
“Prepayment Period” means one of three periods of time during which a Special Tax prepayment may be made.
“Prepayment Period 1” means July 1, 2026, through June 30, 2060. “Prepayment Period 2” means July 1, 2060, through June 30, 2093. “Prepayment Period 3” means July 1, 2093, through June 30, 2127.

1. Prepayment in Full
The obligation of an Assessor's Parcel to pay the Special Tax may be prepaid as described herein, provided that a prepayment may be made only for Assessor’s Parcels for which a building permit for new construction was issued after January 1, 2025, and only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel. The CFD Administrator may charge a fee for providing this service. Prepayment in any six month period must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture.

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

Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Total Prepayment Amount
As of the proposed date of prepayment, the Special Tax Prepayment Amount (defined below) shall be calculated by the CFD Administrator as follows:
205
City of Ontario CFD No. 77 15 February 18, 2026
Paragraph No.

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

2. Compute the Assigned Special Tax and Backup Special Tax for the Assessor’s Parcel to be prepaid based on the Developed Property Special Tax which is, or could be, charged in the current Fiscal Year. For Assessor’s Parcels of Final Mapped Property (for which a building permit has been issued but which is not yet classified as Developed Property) to be prepaid, compute the Assigned Special Tax and Backup Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor’s Parcel.

3. (a) Divide the Assigned Special Tax computed pursuant to Paragraph 2 by the total estimated Assigned Special Tax for CFD No. 77 based on the Developed Property Special Tax which could be charged in the current Fiscal Year on all expected development through buildout of CFD No. 77, excluding any Assessor’s Parcels which have been prepaid, and
(b) Divide the Backup Special Tax computed pursuant to Paragraph 2 by the estimated total Backup Special Tax at buildout of CFD No. 77, excluding any Assessor’s Parcels which have been prepaid.

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

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

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

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

8. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds.

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

10. Add the amounts computed pursuant to Paragraphs 8 and 9 to determine the “Defeasance Amount”.
206
City of Ontario CFD No. 77 16 February 18, 2026

11. Verify the administrative fees and expenses of CFD No. 77, including the costs to compute the prepayment, the costs to invest the prepayment proceeds, the costs to redeem Bonds, and the costs to record any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

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

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

14. From the Prepayment Amount, the amounts computed pursuant to Paragraphs 4, 5, 10, and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Paragraph 7 shall be deposited into the Expenditures Fund. The amount computed pursuant to Paragraph 11 shall be retained by CFD No. 77.

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

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

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

The CFD Administrator shall cause a suitable notice to be recorded in compliance with the Act to indicate that the Special Tax has been satisfied for the remainder of the applicable Prepayment Period but has not been permanently satisfied and the obligation to pay the Special Tax will resume in the first Fiscal Year of the Prepayment Period following the Prepayment Period in which the prepayment was made. Once the 207
City of Ontario CFD No. 77 17 February 18, 2026
obligation of an Assessor’s Parcel to pay the Special Tax resumes, the Special Tax for the then applicable Prepayment Period may be prepaid.

Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of the Maximum Special Tax that may be levied on Taxable Property within CFD No. 77 (after excluding 11.17 Acres of Property Owner Association Property) both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds.

2. Prepayment in Part
The Special Tax on an Assessor’s Parcel for which a building permit for new construction was issued after January 1, 2025, may be partially prepaid. The amount of the prepayment shall be calculated as in Section H.1, except that a partial prepayment shall be calculated by the CFD Administrator according to the following formula:

PP = (PF – AE) x % + AE.

The terms above have the following meaning:

PP = the partial prepayment
PF = the Prepayment Amount (full prepayment) for the Special Tax calculated according to Section H.1
AE = the Administrative Fees and Expenses determined pursuant to paragraph 11 above % = the percentage by which the owner of the Assessor’s Parcel(s) is partially prepaying the Special Tax
The Special Tax partial prepayment amount must be sufficient to redeem at least a $5,000 increment of Bonds.

The owner of any Assessor’s Parcel who desires such prepayment shall notify the CFD Administrator of such owner’s intent to partially prepay the Special Tax and the percentage by which the Special Tax shall be prepaid. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Special Tax for an Assessor’s Parcel within thirty (30) days of the request and may charge a fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the CFD Administrator shall (i) distribute the remitted prepayment funds according to Section H.1, and (ii) indicate in the records of CFD No. 77 that there has been a partial prepayment of the Special Tax and that a portion of the Special Tax with respect to such Assessor’s Parcel, equal to the outstanding percentage (100% - “%”, as defined above) of the Maximum Special Tax, shall continue to be levied on such Assessor’s Parcel pursuant to Section D during the Prepayment Period in which the partial prepayment is made.

For partial prepayments made during Prepayment Period 1 or Prepayment Period 2, the full amount of the Special Tax shall resume in the first Fiscal Year of the Prepayment Period following the Prepayment Period in which the partial prepayment was made. 208
City of Ontario CFD No. 77 18 February 18, 2026
Once the obligation of an Assessor’s Parcel to pay the Special Tax resumes, the Special Tax for the then applicable Prepayment Period may be prepaid.

I. TERM OF SPECIAL TAX
The Fiscal Year after which no further Special Tax shall be levied or collected is Fiscal Year 2126-2127, except that the Special Tax that was lawfully levied in or before such Fiscal Year and that remains delinquent may be collected in subsequent years. 209

EXHIBIT A

CERTIFICATE OF MODIFICATION OF SPECIAL TAX
(PAGE 1 OF 3)
CITY OF ONTARIO AND CFD NO. 77 CERTIFICATE

1. Pursuant to Section C.1 of the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) for City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities) (“CFD No. 77”), the Assigned Special Tax and the Backup Special Tax for Developed Property within CFD No. 77 has been modified. a. The information in Table 1 below relating to the Assigned Special Tax for Developed Property within CFD No. 77, as stated in Section C.1.a.2 of the Rate and Method of Apportionment, has been modified as follows:

The Backup Special Tax shall be $[ ] per Unit of Single Family Attached Property and $[ ] per Unit of Single Family Detached Property. However, if the Expected Residential Lot Count for Single Family Attached Property does not equal 144 and for Single Family Detached Property does not equal 187, and the City has not issued Bonds, then the Backup Special Tax for Designated Buildable Lots of Single Family Attached Property and Single Family Detached Property shall be calculated according to the following formulas:

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

2. The Special Tax for Developed Property may only be modified prior to the first issuance of CFD No. 77 Bonds.

3. Upon execution of this certificate by CFD No. 77, CFD No. 77 shall cause an amended notice of Special Tax lien for CFD No. 77 to be recorded reflecting the modifications set forth herein.

Land
Use
Class
Description
Residential
Floor Area
(Square
Footage)
Assigned
Special Tax
17 Single Family Detached Property 1,601 – 1,800 $[ ] per Unit 18 Single Family Detached Property 1,801 – 2,000 $[ ] per Unit 19 Single Family Detached Property 2,001 – 2,200 $[ ] per Unit 20 Single Family Detached Property 2,201 – 2,400 $[ ] per Unit 21 Single Family Detached Property > 2,400 $[ ] per Unit 22 Other Residential Property $[ ] per Acre
23 Non-Residential Property $[ ] per Acre
211

EXHIBIT A

CERTIFICATE OF MODIFICATION OF SPECIAL TAX
(PAGE 3 OF 3)
Capitalized undefined terms used herein have the meanings ascribed thereto in the Rate and Method. The modifications set forth in this Certificate have been calculated by the CFD Administrator in accordance with the Rate and Method.

GOODWIN CONSULTING GROUP, INC.

CFD ADMINISTRATOR
By:_________________________________ Date:______________________

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

CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 77
(THE RESORT AT ONTARIO RANCH FACILITIES)
By:_________________________________ Date:______________________ 212
RESOLUTION NO. ________

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

CALIFORNIA, DECLARING IT NECESSARY FOR CITY OF ONTARIO
COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES) TO INCUR BONDED INDEBTEDNESS.

WHEREAS, the City Council (the “City Council”) of the City of Ontario (the “City”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), has this date adopted a resolution entitled “A Resolution of the City Council of the City of Ontario, California, of Intention to Establish a Community Facilities District Proposed to be Named City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities) and to Authorize the Levy of a Special Tax Therein,” stating its intention to establish City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities) (the “Community Facilities District”) and to authorize the Community Facilities District to levy a special tax within the Community Facilities District for the purpose of financing certain public facilities (the “Facilities”) and services; and
WHEREAS, the City Council deems it necessary for the Community Facilities District to incur bonded indebtedness.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ontario as follows:

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

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

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

SECTION 4. The maximum amount of the proposed debt is $45,000,000.

SECTION 5. The City Council hereby fixes Tuesday, May 19, 2026, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, at 303 East B Street, Ontario, California, as the time and place when and where the City Council will conduct a public hearing on the proposed debt authorization; provided, that, in the event the May 19, 2026 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.
213
SECTION 6. The City Clerk of the City is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District.

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

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

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

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

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

PASSED, APPROVED, AND ADOPTED this 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
214
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
215

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
216
Department: Public Works
Prepared By: Jay Bautista
Department: Public Works
Prepared By: Jaime Maciel-Carrera
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Bonnie Tam, Jacqueline
Leon
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 8
SUBJECT: A RESOLUTION AUTHORIZING SUBMITTAL OF CLAIMS TO THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR THE 2025 TRANSPORTATION DEVELOPMENT ACT, ARTICLE 3 BICYCLE AND PEDESTRIAN FACILITIES PROGRAM

AND TRANSIT STOP ACCESS PROGRAM

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council take the following actions:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Pursue City's Goals and Objectives by Working with Other Governmental Agencies Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT: The City is eligible to receive reimbursement in the total amount of $829,073 through SBCTA from the 2025 TDA Article 3 Grant. Reimbursement from the Bicycle and Pedestrian Facilities Program for the Downtown Euclid Avenue Corridor Project is in the amount of $746,738.

Reimbursement from the Transit Stop Access Program for the Bus Stop Improvements Project is in the amount of $82,335. If approved, additional appropriations in the Grants Fund will be included in 217
future quarterly budget updates to the City Council for the Downtown Euclid Avenue Corridor Project and the Bus Stop Improvements Project.

BACKGROUND & ANALYSIS: The City submitted two applications for the 2025 Transportation Development Act (TDA) Article 3 Call for Projects: 1) Downtown Euclid Avenue Corridor Project for design; and 2) Bus Stop Improvements Project to install bus stop boarding pads at Haven Avenue at Inland Empire Boulevard; Riverside Drive at Colonial Avenue; Vineyard Avenue at Sixth Street, and Vineyard Avenue at Francis Street. The City has applied for and utilized TDA Article 3 project funds in the past for similar project improvements. An evaluation panel comprised of representatives from SBCTA, Southern California Association of Governments, Riverside County Transportation Commission, and Active Inland Empire received and scored the potential projects.

City Staff was informed of the award, based on evaluation results, in November 2025. SBCTA requires that within 6 months of funding award notification, that a submittal of a claim form and an authorizing Resolution be completed. Upon approval, Staff will submit the claim form and Resolution.
218
RESOLUTION NO. ________

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

CALIFORNIA, AUTHORIZING SUBMITTAL OF CLAIMS TO THE SAN

BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR
TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 FUNDS FOR THE

DOWNTOWN EUCLID AVENUE CORRIDOR PROJECT AND BUS STOP
IMPROVEMENT PROJECT.

WHEREAS, Mills-Alquist-Deddeh Act (SB 325) was enacted by the California Legislature to improve existing public transportation services and encourage regional transportation coordination. Known as the Transportation Development Act (TDA) of 1971, this law provides funding to be allocated to transit and non-transit related purposes that comply with regional transportation plans; and
WHEREAS, TDA provides two funding sources, the Local Transportation Fund (LTF) and State Transit Assistance fund (STA); and
WHEREAS, LTF is derived from a ¼ cent of the general sales tax collected statewide and apportioned by population to areas within the county; and WHEREAS, STA is derived from the statewide sales tax on diesel fuel, plus an additional vehicle registration fee authorized under Senate Bill 1, referred to as the State of Good Repair, and both are apportioned by the State Controller’s Office 50% by population and 50% by transit operator revenues; and
WHEREAS, the San Bernardino County Transportation Authority (SBCTA) authorizes funding for a wide variety of transportation programs in San Bernardino County, including planning and program activities, pedestrian and bicycle facilities, community transit services, public transportation, and bus and rail projects to local transportation agencies through annual apportionment and allocation processes, and approves payments periodically throughout the year; and WHEREAS, SBCTA awarded the City of Ontario the 2025 TDA Article 3 Bicycle and Pedestrian Facilities Program Funds for $746,738 for the Downtown Euclid Avenue Corridor Project, and Transit Stop Access Program Funds for $82,335 for the Bus Stop Improvements Project within the City of Ontario jurisdiction through a competitive “Call for Projects”; and
WHEREAS, TDA Article 3 grant funds are provided on a reimbursement basis; and WHEREAS, SBCTA requires the City of Ontario to submit claims and request(s) for reimbursement; and
WHEREAS, submittal of the claims for TDA Article 3 funds must be first authorized by the City Manager; and
219
WHEREAS, the Downtown Euclid Avenue Corridor Project and Bus Stops Improvements Project awards are over $200,000, and are eligible for progress reimbursement, or under, and eligible for reimbursement at project completion; and WHEREAS, SBCTA requires the designation of individuals authorized to certify Project completion; and
WHEREAS, the City Manager, or their designee, is authorized to certify project completion.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ontario, California, authorizes submittal of claims and requests for reimbursements for TDA Article 3 funds for the Downtown Euclid Avenue Corridor Project in the amount of $746,738, and for the Bus Stop Improvements Project in the amount of $82,335 and for a total reimbursement in the amount of $829,073, and that the City Manager is authorized to certify project completion.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized and empowered to execute in the name of the City of Ontario all documents, including but not limited to applications, agreements, annual reports including expenditure reports and amendments necessary to secure said reimbursement claim payments to support our TDA Article 3 Funds for the Downtown Euclid Avenue Corridor Project and for the Bus Stop Improvements Project.

BE IT FURTHER RESOLVED that this authorization is effective until rescinded by the signature authority or this Governing Body.

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

PASSED, APPROVED, AND ADOPTED this 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
220
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
221

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )
I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2026- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held _______________ by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
The foregoing is the original of Resolution No. 2026- duly passed and adopted by the Ontario City Council at their regular meeting held ____________. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
222
San Bernardino County Transportation Authority
Claim Form
Article 3 Grant Program
Project Name: Downtown Euclid Avenue Corridor Project Grant Allocation No: L26-Art3-ONT-12 Claimant: City of Ontario
Address:

Attention:

Phone No:

E-mail Address:
746,738.00$
Purpose: Please check one purpose.

Note: this form only needs to be completed and submited with the full award amount once.

Authorizing Signature:
(Authorized Agent specified in Authorizing Resolution)
Date:

Signature
Scott Ochoa, City Manager
Type Name & Title
303 East B Street
Ontario, CA. 91764
Approval of this claim and payment by the County Auditor to this claimant are subject to monies being available and to the provision that such monies will be used only in accordance with the approved allocation instruction.

Transit Stop Access Improvements, PUC 99233.3
Jay Bautista
909-395-2120
[email protected]
Condition of Approval:

Article 3 Bicycle/Pedestrian Facilities, Public Utilities Code (PUC) 99233.3 Award Amount
Art3_Ontario_FY25_BikePed_Euclid_Claim
Claim Form Page 1
223
San Bernardino County Transportation Authority
Claim Form
Article 3 Grant Program
Project Name: City of Ontario Bus Stop Improvements Grant Allocation No: L26-Art3-ONT-19 Claimant: City of Ontario
Address:

Attention:

Phone No:

E-mail Address:
82,335.00$
Purpose: Please check one purpose.

Authorizing Signature:
(Authorized Agent specified in Authorizing Resolution)
Date:

Transit Stop Access Improvements, PUC 99233.3
Ginger Koblasz
909-395-2120
[email protected]
Condition of Approval:

Article 3 Bicycle/Pedestrian Facilities, Public Utilities Code (PUC) 99233.3 Award Amount
Art3_Ontario_FY25_Transit_8_Bus_Stop_Improvements_Claim Claim Form Page 1
224
Department: Management Services
Prepared By: Tricia Almiron
Department:

Prepared By: Tricia Almiron
Staff Member Presenting: Jordan Villwock,
Deputy City Manager
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 9
SUBJECT: A RESOLUTION APPROVING THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY MEASURE I 3.0 PLAN

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council adopt a Resolution approving the San Bernardino County Transportation Authority Measure I 3.0 Expenditure Plan.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Pursue City's Goals and Objectives by Working with Other Governmental Agencies FISCAL IMPACT: There is no fiscal impact associated with this item.

BACKGROUND & ANALYSIS: Measure I is the half-cent transaction and use tax collected throughout San Bernardino County for transportation improvements. San Bernardino County voters first approved the Measure in 1989, and in 2004, overwhelmingly approved its extension through 2040. Measure I's performance, success, and future renewal have remained essential discussion items for San Bernardino County Transportation Authority (SBCTA). With the current Measure expiring in 2040, Measure I 3.0 is needed to provide future infrastructure investments in San Bernardino County and enhance quality of life functions the Council of Governments provides.

The SBCTA Board approved the draft Expenditure Plan on February 4, 2026. 225
RESOLUTION NO. _______

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

CALIFORNIA, APPROVING THE EXPENDITURE PLAN FOR THE

EXPENDITURE OF REVENUES IN SAN BERNARDINO COUNTY

EXPECTED TO BE DERIVED FROM THE PROPOSED CONTINUATION
OF MEASURE I.

WHEREAS, the voters of San Bernardino County passed Measure I in November 1989 and renewed it in 2004, authorizing San Bernardino Associated Governments, acting as the San Bernardino County Transportation Authority, to impose a one-half of one percent transactions and use tax for transportation improvements, applicable in the incorporated and unincorporated territory of the County of San Bernardino, through April 1, 2040, and
WHEREAS, Measure I has provided funding for numerous transportation projects, including freeways, local roads, major streets, interchanges, the Metrolink commuter train system, public buses, traffic signals, and more; and
WHEREAS, the imposition of the one-half of one percent transactions and use tax is set to expire in 2040, and
WHEREAS, San Bernardino County Transportation Authority, after engagement with private sector stakeholders and city and County representatives, has prepared an Expenditure Plan for the revenues expected to be derived from the proposed continuation of Measure I, which is anticipated to be placed on the November 3, 2026, ballot, and WHEREAS, the proposed Expenditure Plan for the continuation of Measure I is attached hereto as Exhibit 1, and
WHEREAS, if approved by the voters, the continuation of Measure I would authorize the collection of a one-half of one percent sales tax and generate an estimated $7.5 billion in its first 30 years for local transportation projects, and WHEREAS, if approved by the voters, the continuation of Measure I would not institute a new tax, but continue the existing one-half of one percent sales tax for transportation after April 1, 2040, and
WHEREAS, revenues raised from the continuation of Measure I would remain in San Bernardino County and could not be allocated by the state or federal government, and
WHEREAS, Measure I would provide a long-term funding source to help fight traffic congestion; improve local streets, major roads and highways; and enhance San Bernardino County’s economy by providing construction-related jobs, manufacturing jobs, and an effective transportation system to meet the needs of residents and the business community, and
226
WHEREAS, Public Utilities Code section 180206 requires that the Measure I Continuation Expenditure Plan be approved by the County Board of Supervisors and a majority of the cities representing a majority of the population residing in incorporated areas.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ontario, California, hereby approves the Measure I Continuation Expenditure Plan developed by the Board of Directors of the San Bernardino County Transportation Authority (Exhibit 1).

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

PASSED, APPROVED, AND ADOPTED this 7
th day of April 2026.
_____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
227

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
228
Exhibit A
Transportation Expenditure Plan
Revenue Estimates and Distribution. Allocation of revenue authorized by Ordinance No. 26-1 is established within this Expenditure Plan. Funds shall be allocated by percentage of the actual revenue received. An estimate of revenues and allocation among categories for the first 30 years is $7.5 billion. The estimated revenue is based upon 2026 value of money and is not binding or controlling.

Return to Source. After deduction of required CDTFA fees, funds dedicated for the Interregional Mobility Expenditure Plan and authorized administrative costs, revenues generated from each specified Subarea within San Bernardino County will be expended on projects of direct benefit to that Subarea.

Revenues will be accounted for separately for each Subarea and then allocated to specified project categories. Decisions on how revenues for certain project categories are expended within the Subareas will be made by the Authority Board of Directors, based upon recommendation of local representatives.

Subarea Identification. The San Bernardino Valley Subarea will include the cities of Chino, Chino Hills, Colton, Fontana, Grand Terrace, Highland, Loma Linda, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland and Yucaipa and unincorporated areas in the east and west portions of the San Bernardino valley urbanized area. The Mountain/Desert area will include the following subareas: (1) The North Desert Subarea, which includes the City of Barstow and surrounding unincorporated areas; (2) The Colorado River Subarea, which includes the City of Needles and the surrounding unincorporated areas of the East Desert; (3) The Morongo Basin Subarea, which includes the City of Twentynine Palms, Town of Yucca Valley, and surrounding unincorporated areas; (4) The Mountain Subarea, which includes the City of Big Bear Lake and surrounding unincorporated areas of the San Bernardino Mountains; and (5) the Victor Valley Subarea, which includes the Cities of Adelanto, Hesperia, and Victorville; the Town of Apple Valley; and surrounding unincorporated areas including Wrightwood.

Contribution from New Development. No revenue generated from the tax shall be used to replace the fair share contributions required from new development as further described in Section 8 of the Ordinance.

Requirement for Annual Financial and Compliance Audits of Measure Funds. The San Bernardino County Transportation Authority shall undergo a biennial financial audit, and each local jurisdiction receiving an allocation of Measure revenue authorized in this Expenditure Plan shall undergo an annual financial audit, with all audits to be performed in accordance with generally accepted auditing standards and government auditing standards issued by the Comptroller General of the United States. Compliance audits also shall be conducted to ensure that each agency is expending funds in accordance with the provisions and guidelines established for Measure revenue including compliance with Maintenance of Effort provisions
The Interregional Mobility Expenditure Plan. Upon initial collection of revenue, 3% of the revenue generated across all San Bernardino County subareas will be reserved in advance of other allocations specified in this plan, in an account for the Interregional Mobility Expenditure Plan. The Interregional Mobility Expenditure Plan will provide resources for the planning and implementation of projects and programs that provide critical infrastructure to communities impacted by regional motorist, tourism, interregional travel, and goods movement. This program will help plan and deliver critical infrastructure improvements, such as enhancements in the Cajon Pass and other key corridors, that address congestion, 229
enhance mobility, improve safety, and strengthen resilience. It will also support evacuation planning, bolster emergency response capabilities, improve primary evacuation routes, and fund transit-related evacuation needs. In addition, the program will be available to address unexpected infrastructure damage resulting from natural or human-caused disasters, ensuring rapid recovery and the restoration of essential interregional mobility.

San Bernardino Valley Subarea Expenditure Plan. In that area described as the San Bernardino Valley Subarea, and referred to herein as the Valley Subarea, project categories shall be established as specified below. The San Bernardino Valley Subarea Expenditure Plan is illustrated in Figure A.

A. State and Federal Transportation Funds. A proportional share of projected state and federal transportation funds shall be reserved for use solely within the Valley Subarea.

B. Local Mobility 25%. Local priorities that focus on local roadway, bikeway, and sidewalk construction, repair, and maintenance for improved localized movement. Includes pass through for local priorities such as: local street widening & rehabilitation, potholes, grade separations, sidewalks, bike lanes, streetlights, and quiet zones. Allocations to local jurisdictions shall be on a per capita basis using the most recent State Department of Finance population estimates for January 1, with the County's portion based upon unincorporated population in the Valley Subarea. Estimates of unincorporated population within the Valley Subarea shall be determined by the County Planning Department, reconciled with the State Department of Finance population estimate for January 1 of each year.

Upon initial collection of revenue, each local jurisdiction shall reserve 5% of allocated revenue in a special account to be expended on active transportation projects. Eligible active transportation projects may include, at the discretion of the local jurisdiction, bicycle and pedestrian projects and costs for associated studies or plans. If, after at least ten years of revenue collection, the local jurisdiction’s governing body makes a finding that the reserve for active transportation projects is no longer necessary, and the Authority Board of Directors subsequently approves the finding, then all Local Mobility funds allocated to the local jurisdiction may be used for any eligible purpose.

Local Mobility projects are defined as local street and road construction, repair, and maintenance and other eligible local transportation priorities. Except as set forth herein, Local Mobility funds can be used flexibly for any eligible transportation purpose determined to be a local priority, including local streets, major highways, state highway improvements, transit, and other improvements/programs to maximize use of transportation facilities. Expenditure of Local Mobility funds shall be based upon a Five-Year Plan adopted annually by the governing body of each local jurisdiction after being made available for public review and comment. Local Mobility funds shall be disbursed to local jurisdictions upon receipt of the annually adopted Five-Year Plan. The locally adopted Five-Year Plan shall be consistent with local, regional, and state transportation plans.

C. Regional Mobility 50%. Regional priorities that focus on goods movement, transit, managed lanes, congestion management, and emerging transportation technologies to enhance regional movement and include: highway improvements, bus and passenger rail (capital and rehabilitation), corridors, interchanges, environmental mitigation, traffic management systems (freeway service patrol and air quality strategies), quiet zones, planning and project development, and emerging transportation technology.

Regional Mobility projects are defined as congestion relief and safety improvements to corridors that connect communities, serve major destinations, and provide freeway access. Decisions on how Regional Mobility funds are expended will be made by the Authority Board of Directors, based upon recommendation of local jurisdiction representatives. Funding priorities shall be given to improving roadway safety, relieving congestion, and street improvements at rail crossings and shall take into 230
account equitable geographic distribution over the life of the program. Eligible projects also include, but are not limited to, signal synchronization, systems to improve traffic flow, commuter assistance programs, freeway service patrol, and projects that contribute to environmental enhancement associated with transportation facilities.

D. Operations 25%. Resourcing the operational costs for providing mobility services via rail, transit, senior and specialized services, first/last mile connections, ridesharing, and safety support functions.

Decisions on how Operations funds are expended will be made by the Authority Board of Directors, based upon recommendations of local jurisdiction representatives. Funding priorities shall be given to maintaining core services across all modes of mobility.

Mountain/Desert Expenditure Plan. In that area described as the Mountain/Desert area, the following Expenditure Plan requirements shall apply. The Mountain/Desert Subarea Expenditure Plan is illustrated in Figure B.

A. State and Federal Transportation Funds. A proportional share of projected state and federal transportation funds shall be reserved for use solely within the Mountain/Desert Subareas.

B. Local Mobility 70%. Local priorities that focus on local roadway, bikeway, and sidewalk construction, repair, and maintenance for improved localized movement. Includes pass through for local priorities such as: local street widening & rehabilitation, potholes, grade separations, sidewalks, bike lanes, and streetlights. Allocations to local jurisdictions shall be based upon population (50 percent) and tax generation (50 percent). Population calculations shall be based upon the most current State Department of Finance estimates for January 1 of each year. Estimates of unincorporated population within each Subarea shall be determined by the County Planning Department, reconciled with the State Department of Finance population estimate. Tax generation calculations shall be based upon CDTFA data.

Upon initial collection of revenue, each local jurisdiction shall reserve 5% of allocated revenue in a special account to be expended on active transportation projects. Eligible active transportation projects may include, at the discretion of the local jurisdiction, but are not limited to, bicycle and pedestrian projects and costs for associated studies or plans. If, after at least ten years of revenue collection, the local jurisdiction’s governing body makes a finding that the reserve for active transportation projects is no longer necessary, and the Authority Board of Directors subsequently approves the finding, then all Local Mobility funds allocated to the jurisdiction may be used for any eligible purpose.

Local Mobility projects are defined as local street and road construction, repair, and maintenance and other eligible local transportation priorities. Except as set forth herein, Local Mobility funds can be used flexibly for any eligible transportation purpose determined to be a local priority, including local roads, major streets, state highway improvements, transit, including but not limited to, fare subsidies and service enhancements for seniors and persons with disabilities, and other improvements/programs to maximize use of transportation facilities. Expenditure of Local Mobility funds shall be based upon a Five-Year Plan adopted annually by the governing body of each local jurisdiction after being made available for public review and comment. Local Mobility funds shall be disbursed to local jurisdictions upon receipt of the annually adopted Five-Year Plan. The locally adopted Five-Year Plans shall be consistent with other local, regional, and state transportation plans.

C. Regional Mobility 20%. Regional priorities that focus on goods movement, transit, managed lanes, congestion management, and emerging transportation technologies to enhance regional movement and include: highway improvements, bus and passenger rail (capital and rehabilitation), corridors, interchanges, environmental mitigation, traffic management systems (freeway service patrol and air quality strategies), planning and project development, and emerging transportation technology. 231
Revenue collected within each Subarea shall be reserved in a special account to be expended on Regional Mobility projects of benefit to the Subarea. Regional Mobility projects are defined as major streets and highways serving as primary routes of travel within the Subarea, which may include State highways and freeways, where appropriate. Regional Mobility Projects funds can be used to leverage state and federal funds for transportation projects and to perform advance planning/project reports.

Expenditure of Regional Mobility funds shall be approved by the Authority Board of Directors, based upon a recommendation of Subarea representatives and the Mountain/Desert Policy Committee. If, after five years of revenue collection and every five years thereafter, the local representatives and the Mountain/Desert Policy Committee make a finding that Regional Mobility funds are not required for improvements of benefit to the Subarea, then revenue in the Regional Mobility category may be returned to local jurisdictions within the Subarea. Such return shall be allocated and expended based upon the formula and requirements established in the Local Mobility category.

D. Operations 10%. Resourcing the operational costs for providing mobility services via rail, transit, senior and specialized services, first/last mile connections, ridesharing, and safety support functions.

Decisions on how Operations funds are expended will be made by the Authority Board of Directors, based upon recommendation of Subarea representatives and the Mountain/Desert Policy Committee and/or Transit Committee. Funding priorities shall be given to maintaining core services across all modes of mobility services.

The Authority Board of Directors, based upon recommendation of Subarea representatives and the Mountain/Desert Policy Committee, may provide additional funding beyond 10% upon a finding that such increase is required to address unmet transit needs of the Subarea. All increases above the 10% initial revenue collected for the Operations category shall come from the Local Mobility category of the Subarea.

E. Mountain/Desert Policy Committee. The Mountain/Desert Policy Committee of the Authority shall remain in effect and provide oversight of the implementation of the Mountain/Desert Expenditure Plan.
232
Measure “I”
Transportation Expenditure Plan

FIGURE A
San Bernardino Valley Subarea Expenditure Plan
233
14 FIGURE B
Mountain Desert Expenditure Plan
234
Exhibit “B”
Independent Taxpayer Oversight Committee (ITOC)
ITOC Goal and Function. Voter approval of this Measure shall result in the continuation of the existing Independent Taxpayer and Oversight Committee (ITOC) as follows:

The ITOC shall provide citizen review to ensure that all Measure funds are spent by the San Bernardino County Transportation Authority (hereby referred to as the Authority) in accordance with provisions of the Expenditure Plan and Ordinance No. 26-1, Measure I and the Measure I Expenditure Plan.

Audit Requirement. A bi-annual fiscal and compliance audit shall be performed in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. The audit shall review the basic financial statements of the Authority as defined by the Governmental Accounting Standards Board and the financial and compliance audits of the member jurisdictions.

Role of Financial and Compliance Audit and the ITOC. The ITOC shall review the annual audits of the Authority; report findings based on the audits to the Authority; and recommend any additional audits for consideration that the ITOC believes may improve the financial operation and integrity of program implementation.

The Authority shall hold a publicly noticed meeting, which may or may not be included on the agenda of a regularly scheduled Authority Board of Directors meeting, with the participation of the ITOC to consider the findings and recommendations of the audits.

Membership and Selection Process. The Authority shall have an open process to select five committee members, which shall include solicitation of trade and other organizations to suggest potential nominees to the committee. The committee members shall possess one of the following credentials: • Professional in the field of municipal audit, finance and/or budgeting with a minimum of five years in a relevant and senior decision-making position in the public or private sector. • Licensed civil engineer or trained transportation planner with at least five years of demonstrated experience in the fields of transportation and/or urban design in government and/or the private sector. No member shall be a recipient or sub-recipient of Measure funding. • Three public members who possess knowledge and skills that will be helpful to the work of the ITOC.
235
The Chair and the Executive Director of the Authority shall serve as ex-officio members of the ITOC.

Terms and Conditions for Committee. Committee members shall serve staggered four-year terms. In no case shall any voting committee member serve more than twelve years on the ITOC.  Committee members shall serve without compensation, except they shall be reimbursed for authorized travel and other expenses directly related to the work of the ITOC.  Committee members cannot be a current local elected official in the County or a full-time staff member of any city/town, the County government, local transit operator, or state transportation agency.
 Non-voting ex-officio committee members shall serve only as long as they remain incumbents in their respective positions and shall be automatically replaced by their successors in those positions.
 If vacancies on the ITOC occur, for any reason, Authority staff will collaborate with Authority Board members to find an appropriate replacement, within 90 days of the vacancy or as soon thereafter as possible, to fill the remainder of the term.  When more than one application is received for a vacancy, the General Policy Committee will make a recommendation to the Authority Board of Directors to appoint an applicant to the ITOC.
 When only one application is received, the Board President will recommend to the Board the applicant’s appointment to the ITOC.

ITOC Operation Protocols.  The ITOC shall continue as long as Measure revenues are collected.  Authority Board of Directors and staff shall fully cooperate with and provide necessary support to ensure the ITOC successfully carries out its duties and obligations.

Conflict of Interest. ITOC voting members shall have no legal action pending against the Authority and are prohibited from acting in any commercial activity directly or indirectly involving the Authority, such as being a consultant during their tenure on the ITOC. ITOC voting members shall not have direct commercial interest or employment with any public or private entity that receives the transportation tax funds authorized by the voters in this Ordinance.

Exhibit C (Ballot Question)
Measure “I” Local Transportation Improvement Program
San Bernardino County Road Repair/Traffic Relief Extension Without raising tax rates, shall an ordinance to fund repairing potholes; keeping local roads in good condition; completing freeway/highway projects to improve traffic flow/safety, reduce traffic bottlenecks; 236
upgrading aging bridges/overpasses; creating local jobs; keeping student/senior/disabled/veteran transit fares low be adopted, extending the ½¢ voter-approved transportation sales tax, providing approximately $250,000,000 annually until ended by voters, requiring audits, oversight, spending disclosure, local control? 237
Department: Utilities
Prepared By: Dennis Mejia
Staff Member Presenting: Scott Burton, Utilities
General Manager
Reviewed By: Dennice Raygoza, Courtney
Jones, Michael Sigsbee
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 10
SUBJECT: A CONSTRUCTION CONTRACT WITH PACIFIC HYDROTECH, CO., FOR THE DESIGNBUILD ON-SITE SODIUM HYPOCHLORITE GENERATION (OSG) - PHASE I

IMPROVEMENT PROJECT AND AN AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH AKM CONSULTING ENGINEERS, INC., FOR ON-CALL PROJECT

MANAGEMENT SERVICES

CITY OF ONTARIO
Agenda Report
April 7, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council take the following action:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Invest in the Growth and Evolution of the City's Economy Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
238
FISCAL IMPACT: The recommended Contract award to Pacific Hydrotech, Co., is for $7,746,900 plus a 15% contingency of $1,162,035, for a total not-to-exceed amount of $8,908,935. Proposed Amendment No. 2 to the Professional Services Agreement for On-Call Project Management Services with AKM Consulting Engineers, Inc. increases the agreement by $1,116,752, for a total revised agreement not-to-exceed amount of $2,253,530. The total cost for the recommended actions is $10,025,687. If approved, additional appropriations in the Water Capital Fund will be included in a future quarterly budget update and appropriations for future year's budgets will be included as part of the annual budget adoption process for City Council consideration and approval. This project is one of several projects identified in the recent Water Bond issuance approved by the City Council on July 17, 2024. There is no impact to the General Fund.

BACKGROUND & ANALYSIS: The City operates a total of eighteen groundwater production wells that provide approximately 60% of the water supply to City of Ontario customers. Water produced from these wells requires onsite disinfection before being introduced into the City's water distribution system for customer use and consumption. The Water Master Plan has identified the need to replace aging water disinfection equipment and to upgrade facilities to house the new equipment and improve efficiency and operations at various active groundwater production facilities, including well sites.

Between 2020 and 2021, Kleinfelder, Inc. completed a field condition assessment and Preliminary Design Report (PDR) for the upgrade of disinfection equipment and facilities at well sites No. 24, 30, 35, 36, and 38 (Exhibit A). In 2022, based on these reports, Kleinfelder developed a set of Bridging documents for the On-Site Sodium Hypochlorite Generation (OSG) Phase I Improvement Project (Project). The Bridging documents included a set of preliminary engineering plans, specifications and guidelines to phase and prioritize the construction for the Project. The Project will upgrade the OSG systems, replace outdated disinfection equipment, and reconstruct the wellhouse buildings to accommodate this new and upgraded equipment as well as to improve the efficiency of operations at the sites. When feasible, existing site components will be salvaged and integrated with the upgraded facilities.

In 2024, due to the complexity of the Project, Staff determined that a Design-Build method would be more effective in delivering the project to completion. This approach combines final design and construction services under a single contract to accelerate construction, reduce risk from potentially unforeseen design omissions, and enhance greater collaboration between the designbuild team with Staff.

In January 2025, the City solicited a Request for Qualifications (RFQ), Bid No. 1877, on Planet Bids for the proposed Project. The purpose of the RFQ was to receive Statements of Qualifications (SOQ) from prospective design-build teams and evaluate each SOQ using a qualifications-based selection process for all teams that submitted a response in accordance with the RFQ. In April 2025, all five of the proposing teams were pre-qualified to submit design and construction proposals. The prequalified prime contractors were Covenant Technical Solutions, Innovative Construction Solutions, Myers and Sons Construction, LLC., Pacific Hydrotech, Co., and RC Foster Co.

In April 2025, with City Council approval, the City purchased replacement water disinfection equipment and spare parts with long lead times from DeNora and D&H Water Supply for the 239
proposed Project. By January 2026, all equipment had been received and inventoried.

Design-Build Prime
Contractor
Location Rating
Pacific Hydrotech, Co. Perris, CA 1 (Highest)
RC Foster, Co. Corona, CA 2
Myers & Sons Construction,
LLC.

Sacramento, CA 3
Covenant Technical Solutions Danville, CA 4
Staff reviewed and scored each proposal based on the project team's experience in performing similar projects, understanding of the scope of work, project approach, proposed schedule, and adherence to the RFP and Bridging documents. Staff is recommending Pacific Hydrotech Co. based on their proposal, their successful completion of this type of work with other municipal agencies, and their capability to perform the work in a timely manner.

Various support services will be required during the design and construction. AKM Consulting Engineers, Inc. will provide construction management, and inspection services for the Project.

The City first contracted with AKM Consulting Engineers, Inc., in June of 2024, following an extensive Request for Proposal selection process, for on-call construction management and inspection services.

ENVIRONMENTAL REVIEW: The project has been reviewed pursuant to the California Environmental Quality Act (CEQA) and has been determined to be categorically exempt from CEQA pursuant to Title 14 CCR Section 15301, which states that operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of Class 1 “Existing Facilities” are exempt from the requirements of CEQA. Thus, no further CEQA analysis is required. A Notice of Exemption will be filed with the San Bernardino County Clerk of the Board of Supervisors.
240

Page 1 of 1 ends

Ontario City CouncilApril 7, 2026

Ontario City Council
April 7, 2026