Ontario City Council
June 2, 2026

BB&K 2020

AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

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

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”) a nd SWA Group, Inc. , a CORPORATION (Consultant). City and Consultant are sometimes individually referred to as “Party”
and collectively as “Parties.”

2. Recitals.

2.1 Agreement. T he City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated June 18, 2024 (“Agreement”).

2.2 Ame
ndment Purpose. The C ity and Consultant desire to amend the Agreement to revise the scope of services by adding landscape design to the Museum for the design and construction documents to the D&C24-010 Museum Improvements Project increasing the agreement amount by $193,300.

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

3.6.13 of the Agreement.

3. Terms.

3.1 Amendment. Section 3. 1.1, 3.1.2 and 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Architecture, Landscape Architecture, and Engineering consulting services necessary for the Project ("Services"). The services are more particularly described in Exhibit "A". All Services 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
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shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.”
"3.1.2 Term. The term of this Agreement shall be from the date set forth in the first paragraph above to June 30, 2028, unless earlier terminated as provided herein.

Consultant shall complete the Services within the term if this Agreement, and shall meet any other established schedules and deadlines. The City may, at its sole option, extend the term of this Agreement for not to exceed an additional one (1) year term." “3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C.” The total compensation shall not exceed Two Hundred Ninety Three Thousand and Three Hundred Dollars ($293,300) without the written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”
Scope of Services is hereby amended to add Attachment A which is hereto and incorporated herein by reference. All other previously added or deleted scope of services are retained in their entirety.

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 P
arties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.
[SIGNATURES ON FOLLOWING PAGE]

B
B&K 2020
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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

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

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

CITY OF ONTARIO SWA GROUP, INC.

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
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BB&K 2020

Attachment A
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EXHIBIT B
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EXHIBIT C
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Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 19
SUBJECT:

A GOODS AND SERVICES AGREEMENT WITH FLASHPARKING, INC. FOR THE

VINEYARD PARKING STRUCTURE PROJECT

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute a Goods and Services Agreement with Flashparking, Inc., of Austin, Texas, for the Vineyard Parking Structure Project in the amount of $213,154 plus a 15% contingency of $31,973, for a total not-to-exceed contract amount of $245,127 consistent with the terms and conditions of the Publicly Solicited Contract #PS24290; and
B
.

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

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The proposed Goods and Services Agreement with Flashparking, Inc. is $213,154 plus a 15% contingency of $31,973, for a total not-to-exceed contract amount of $245,127. If approved, additional appropriations in the Capital Projects – Measure Q and Parking Funds will be included in future quarterly budget updates to the City Council as needed for the Vineyard Parking Structure project.

BACKGROUND & ANALYSIS:

On March 18, 2025, the City approved a Design-Build Contract with McCarthy Building Companies, Inc. for the Vineyard Parking Structure project. The structure consists of 1300 parking spots, four elevators, three observation decks, three stairwells with glass, an urban modified facade, and a jumbotron attachment to the structure. Staff recommends 238
awarding the Goods and Services Agreement to Flashparking, Inc. who will handle the parking operations system for the Vineyard Parking Structure to include a full system base software, pay- on-foot stations, an articulating gate arm kit, and entry/exit kiosks. This system will provide efficient parking while maintaining control, security, and revenue capture. The Vineyard Parking Structure is scheduled to become operational by Fall 2026.

Municipal Code Section 2-6.29 allows for the purchase of supplies and equipment through co- operative purchasing programs, pursuant to California Government Code Section 6502 and City of Ontario Resolution No. 91-141. Cooperative purchasing allows the City to pool its procurement power with other public agencies to obtain lower pricing than otherwise might be possible. 239

Ontario Vineyard Parking
Structure
Q-107953

Proposal for:

Ontario Vineyard Parking
Structure - NPP
4/16/2026

Facility at:

TBD
Ontario,CA
91761
United States

Created By:

Jerad Pulver
FlashParking, Inc.
(800) 213-3706
[email protected]

FlashParking, Inc. | 2500 Bee Caves Road, Building 3 Suite 400, Austin, TX 78746 | [email protected] | (800) 213-3706Page 1 of 8 240 Quote Summary
Product Type Monthly Recurring
Subtotal One-time Subtotal
Hardware $0.00 $132,477.00
Software Term: 12 months $720.00 $0.00
Installation $0.00 $5,950.00
Implementation $0.00 $3,272.50
Warranty $0.00 $0.00
Custom $0.00 $50,925.00
Subtotal $720.00 $192,624.50
Texture Fees $0.00
Total $192,624.50
Tax Details
Tax Monthly One-time
Sales Tax Details $0.00 $11,889.24
Total $720.00 $204,513.74
The Sales Tax amount above is estimated. The final tax amount will be displayed on the invoice.

Hardware
Product Qty Unit Price Subtotal
Smart Station (RFID+Barcode+Windcave) 4 $13,992.00 $55,968.00 Smart Station Mini (RFID) 1 $2,912.00 $2,912.00
Smart Station (RFID+Barcode+MSR) 2 $12,720.00 $25,440.00 Flash Care Kit Plus for Touch Screen Kiosk-EMV 1 $7,000.00 $7,000.00 Magnetic Gate Column 4 $3,456.00 $13,824.00
Articulating Gate Arm Care Kit 1 $1,040.00 $1,040.00
Magnetic 10' x 98" ADA Articulating Arm 4 $768.00 $3,072.00 TagMaster XT-5 UHF Reader Kit - Includes Reader,
Multipurpose cable 25', Universal Mounting kit,
Wiegand Board, and Power Supply
5 $3,760.00 $18,800.00
Knox Key Switch 2 $208.00 $416.00
3X6 ft Loop with 50 ft Lead in SC18-50 8 $0.00 $0.00

Product Qty Unit Price Subtotal
Network Kit 1 $2,000.00 $2,000.00
Universal mounting pole 5 $248.00 $1,240.00
Tagmaster Windshield Sticker Tag - NA1300 100 $7.65 $765.00 Smart Station Mini Hat FP Grey 1 $0.00 $0.00
Total $132,477.00
Installation
Product Qty Unit Price Subtotal
Shipping and Handling 16 $212.50 $3,400.00
EMV Gateway Setup 1 $2,550.00 $2,550.00
Total $5,950.00
Implementation
Product Qty Unit Price Subtotal
Implementation Fee 16 $765.00 $765.00
Travel & Expenses 16 $0.00 $0.00
Software Suite and Configuration for FULL system-
Flash 1 $2,507.50 $2,507.50
Total $3,272.50
Warranty
Product Qty Unit Price Subtotal
PARCS Two Year Standard Warranty 7 $0.00 $0.00
Total $0.00
Software - Term: 12 months
Product Qty Monthly Cost
Mobile App Module (for managing parking operations) 1 Included Access via Mobile and/or 10 Key 1 Included
Validation Module 1 $135.00
Full System Base Software - Flash Term: 12 1 $270.00

Product Qty Monthly Cost
Ongoing PCI compliance + Software Updates and general software patches Term: 12 1 Included
Real-time Reporting Suite 1 Included
24/7 Phone and Online Support 1 Included
Full System - Device Software License - Flash Term: 12 7 $315.00 Managed Network Services with 4G/LTE Back-up 1 Included Total $720.00
Custom
Product Qty Unit Price
Monthly
Recurring
Subtotal
One-time
Subtotal
Network Pulls
Network pulls to all in lane kiosk(s), Pay on
Foot(s) and AVI devices. 150ft from MPOE to
main lanes and afterhours reader. POF 1 270'
pull from MPOE room. POF 2 350' pull from
MPOE room.
1 $10,725.00 $0.00 $10,725.00
Prevailing Wage Installation
Install: (2) Entry Kiosk (2) Exit Kiosk (4)
Gates (2) Pay on Foot stations (1) Afterhours
Reader (5) AVI Readers (
1 $40,200.00 $0.00 $40,200.00
Total $0.00 $50,925.00
Optional
Product
Qty Unit Price
Monthly
Recurring
Subtotal
One-time
Subtotal
Custom Vinyl Wrap - Smart Station Cash
Machine 2 $680.00 $0.00 $1,360.00
Custom Vinyl Wrap - Smart Station Mini Hat 1 $80.00 $0.00 $80.00 Custom Vinyl Wrap - Smart Station 6 $680.00 $0.00 $4,080.00 Custom Vinyl Wrap - Smart Station Mini 1 $680.00 $0.00 $680.00 Smart Station Bank Note Recycler (BNR) FP
Grey 2 $16,352.00 $0.00 $32,704.00
Spare Cash Box for Bill Recycler 1 $816.00 $0.00 $816.00 Automatic Vehicle Identification (AVI)
Installation 5 $90.00 $0.00 $2,790.00
Gate Installation 4 $3,375.00 $0.00 $13,500.00

Product
Qty Unit Price
Monthly
Recurring
Subtotal
One-time
Subtotal
Smart Station Installation 7 $525.00 $0.00 $20,325.02
Cash Machine Installation 2 $1,912.50 $0.00 $3,825.00
Bollard Assembly 10 $248.00 $0.00 $2,480.00
Total $0.00 $82,640.02

Lane Details
Facility Level Group
Product Qty Unit Price Monthly Cost One-time Cost
Full System Base Software - Flash 1 $3,240.00 $270.00 $0.00 Full System - Device Software License - Flash 7 $540.00 $315.00 $0.00 Managed Network Services with 4G/LTE Back-
up
1 Included $0.00 $0.00
Ongoing PCI compliance + Software Updates
and general software patches
1 Included $0.00 $0.00
Mobile App Module (for managing parking
operations)
1 Included $0.00 $0.00
Real-time Reporting Suite 1 Included $0.00 $0.00
24/7 Phone and Online Support 1 Included $0.00 $0.00
Access via Mobile and/or 10 Key 1 Included $0.00 $0.00
Validation Module 1 $1,620.00 $135.00 $0.00
EMV Gateway Setup 1 $2,550.00 $0.00 $2,550.00
Implementation Fee 16 $765.00 $0.00 $765.00
PARCS Two Year Standard Warranty 7 $0.00 $0.00 $0.00
Shipping and Handling 16 $212.50 $0.00 $3,400.00
Software Suite and Configuration for FULL
system-Flash
1 $2,507.50 $0.00 $2,507.50
Travel & Expenses 16 $0.00 $0.00 $0.00
Reservations 1 $0.00 $0.00 $0.00
Articulating Gate Arm Care Kit 1 $1,040.00 $0.00 $1,040.00 Flash Care Kit Plus for Touch Screen Kiosk-
EMV
1 $7,000.00 $0.00 $7,000.00
Network Kit 1 $2,000.00 $0.00 $2,000.00
Tagmaster Windshield Sticker Tag - NA1300 100 $7.65 $0.00 $765.00 Custom Installation and Setup - CapEx 2 $10,725.00 $0.00 $50,925.00 Total $720.00 $70,952.50

Ontario Vineyard Parking Structure - Entry
1 Product Qty Unit Price Monthly Cost One-time Cost
Smart Station (RFID+Barcode+MSR) 1 $12,720.00 $0.00 $12,720.00 Barrier Gate Kit 1 $0.00 $0.00 $0.00
Magnetic Gate Column 1 $3,456.00 $0.00 $3,456.00
Magnetic 10' x 98" ADA Articulating Arm 1 $768.00 $0.00 $768.00 3X6 ft Loop with 50 ft Lead in SC18-50 2 $0.00 $0.00 $0.00 TagMaster XT-5 UHF Reader Kit - Includes
Reader, Multipurpose cable 25', Universal
Mounting kit, Wiegand Board, and Power Supply
1 $3,760.00 $0.00 $3,760.00
Universal mounting pole 1 $248.00 $0.00 $248.00
Knox Key Switch 1 $208.00 $0.00 $208.00
Total $0.00 $21,160.00
Ontario Vineyard Parking Structure - Entry
2 Product Qty Unit Price Monthly Cost One-time Cost
Smart Station (RFID+Barcode+MSR) 1 $12,720.00 $0.00 $12,720.00 Barrier Gate Kit 1 $0.00 $0.00 $0.00
Magnetic Gate Column 1 $3,456.00 $0.00 $3,456.00
Magnetic 10' x 98" ADA Articulating Arm 1 $768.00 $0.00 $768.00 3X6 ft Loop with 50 ft Lead in SC18-50 2 $0.00 $0.00 $0.00 TagMaster XT-5 UHF Reader Kit - Includes
Reader, Multipurpose cable 25', Universal
Mounting kit, Wiegand Board, and Power Supply
1 $3,760.00 $0.00 $3,760.00
Universal mounting pole 1 $248.00 $0.00 $248.00
Knox Key Switch 1 $208.00 $0.00 $208.00
Total $0.00 $21,160.00
Ontario Vineyard Parking Structure - Exit 1
Product Qty Unit Price Monthly Cost One-time Cost
Barrier Gate Kit 1 $0.00 $0.00 $0.00
Magnetic Gate Column 1 $3,456.00 $0.00 $3,456.00
Magnetic 10' x 98" ADA Articulating Arm 1 $768.00 $0.00 $768.00 3X6 ft Loop with 50 ft Lead in SC18-50 2 $0.00 $0.00 $0.00 TagMaster XT-5 UHF Reader Kit - Includes
Reader, Multipurpose cable 25', Universal
Mounting kit, Wiegand Board, and Power Supply
1 $3,760.00 $0.00 $3,760.00
Universal mounting pole 1 $248.00 $0.00 $248.00
Smart Station (RFID+Barcode+Windcave) 1 $13,992.00 $0.00 $13,992.00 Total $0.00 $22,224.00

Ontario Vineyard Parking Structure - Exit 2
Product Qty Unit Price Monthly Cost One-time Cost
Barrier Gate Kit 1 $0.00 $0.00 $0.00
Magnetic Gate Column 1 $3,456.00 $0.00 $3,456.00
Magnetic 10' x 98" ADA Articulating Arm 1 $768.00 $0.00 $768.00 3X6 ft Loop with 50 ft Lead in SC18-50 2 $0.00 $0.00 $0.00 TagMaster XT-5 UHF Reader Kit - Includes
Reader, Multipurpose cable 25', Universal
Mounting kit, Wiegand Board, and Power Supply
1 $3,760.00 $0.00 $3,760.00
Universal mounting pole 1 $248.00 $0.00 $248.00
Smart Station (RFID+Barcode+Windcave) 1 $13,992.00 $0.00 $13,992.00 Total $0.00 $22,224.00
Ontario Vineyard Parking Structure - POF
Product Qty Unit Price Monthly Cost One-time Cost
Smart Station (RFID+Barcode+Windcave) 1 $13,992.00 $0.00 $13,992.00 Total $0.00 $13,992.00
Ontario Vineyard Parking Structure - POF 2
Product Qty Unit Price Monthly Cost One-time Cost
Smart Station (RFID+Barcode+Windcave) 1 $13,992.00 $0.00 $13,992.00 Total $0.00 $13,992.00
Ontario Vineyard Parking Structure - After
Hours
Product Qty Unit Price Monthly Cost One-time Cost
Smart Station Mini (RFID) 1 $2,912.00 $0.00 $2,912.00
Smart Station Mini Hat FP Grey 1 Included $0.00 $0.00
TagMaster XT-5 UHF Reader Kit - Includes
Reader, Multipurpose cable 25', Universal
Mounting kit, Wiegand Board, and Power Supply
1 $3,760.00 $0.00 $3,760.00
Universal mounting pole 1 $248.00 $0.00 $248.00
Total $0.00 $6,920.00

DISCLAIMERS

CUSTOMER UNDERSTANDS THE PURCHASE AND USE OF ANY PRODUCTS AND SERVICES FROM THE COMPANY ARE SUBJECT TO THE COMPANY’S POLICIES, INCLUDING ITS TERMS AND CONDITIONS, WHICH CAN BE FOUND AT http://www.flashparking.com/LEGAL/

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(BB&K 2024) - 1 - Goods and Services Agreement

CITY OF ONTARIO

GOODS & SERVICES AGREEMENT
This Agreement is made and entered into as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California ( “City”) and FlashParking, Inc., a Corporation with its principal place of business at 2500 Bee Caves Rd, Bldg III, Suite 400, Austin, Texas 78746 (“Vendor”).

City and Vendor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

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

Vendor represents that it is experienced in providing similar services and goods to public clients, that it and its employees or subcontractor s have all necessary licenses and permits to perform the services in the State of California and that is familiar with and understands the needs of City.

B. City desires to engage Vendor to sell to City the materials and/or equipment and/or render such services as more particularly described in this Agreement.

TERMS

1. SCOPE OF SERVICES.

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

1.2 Goods. Vendor agrees to sell to City and City agrees to purchase the materials and/or equipment (“Goods”) as specified and per the specifications attached hereto and incorporated herein as Exhibit “A.” Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.

PAUL S. LEON
MAYOR

ALAN WAPNER

MAYOR PRO TEM

JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
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(BB&K 2024) - 2 - Goods and Services Agreement

2. TERM.

2. 1 The term of this Agreement shall be from June 6, 2026, to January 2, 2027, unless earlier terminated as provided herein. Vendor shall provide all Goods and complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the work.

3. FEES AND PAYMENTS.

3.1 Compensation. Vendor shall receive compensation, including authorized reimbursements, for all Goods provided and Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Hundred Thirteen Thousand One Hundred Fifty-Four Dollars ($213,154) without written approval of City’s City Manager. Ex tra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

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

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

3.5 Automated Clearing House (“ACH”) payments. It is the City’s policy to pay its consultant invoices via electronic fund transfers through the ACH network. All payments due and owing pursuant to a properly issued and correct invoice or under this Agreement shall be made through electronic ACH transfers, unless otherwise agreed upon by both Parties in writing. Vendor shall provide the City with ACH payment details whereby the City shall initiate the ACH transfers to Vendor in the amount required pursuant to a properly issued and correct invoice or under this Agreement. Each Party shall undertake any and all required actions and execute any required documents, instruments, or agreements required to effectuate the requirements of this Section.

In the event the City erroneously deposits funds into an account, or otherwise deposits funds to which Vendor is not entitled: (1) Vendor shall immediately notify the City and the financial institution; (2) Vendor shall not withdraw any of the funds which were erroneously deposited or to which Vendor is not entitled; and (3) Vendor authorizes both the City and financial institution to take all actions necessary to correct the error and return to the City all funds erroneously deposited or to which Vendor is not entitled.
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(BB&K 2024) - 3 - Goods and Services Agreement

4. RESPONSIBILITIES OF VENDOR.

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

4.2 Schedule of Services.

4.2.1 Vendor shall perform the Services and provide Goods expeditiously, within the term of this Agreement, and in accordance with the Schedule of Goods and Services set forth in Exhibit “B” attached hereto and incorporated herein by reference (“Performance time”). Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Goods and Services. Vendor agrees that if the Goods are not provided and/or the Services are not completed within the Performance Time, it is understood, acknowledged and agreed that the City will suffer damage.

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

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

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 266
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(BB&K 2024) - 4 - Goods and Services Agreement

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

4.4 Acceptance. The Goods shall be received subject to City’s inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City’s specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor’s risk for a reasonable time thereafter and shall be returned or disposed of at Vendor’s expense. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City.

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

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

Vendor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Vendor warrants that all employees and subcontractor s shall have sufficient skill and experience to perform the Services as signed to them. Vendor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Vendor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Vendor’s failure to comply with the standard of care provided for herein. Any employee of the Vendor or its sub-Vendors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services , a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed by the Vendor and shall not be r e-employed to perform any of the Services provided under this Agreement.

4.7 Warranty. In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City ; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer’s warranty or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor 267
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agrees to indemnify, defend and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

4.8 Reserved.

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

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

4.10.1 Employment Eligibility; Vendor. By executing this Agreement, Vendor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Vendor . Vendor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Vendor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Vendor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Vendor ’s compliance with the requirements provided for in Section 4.10 or any of its sub-sections.

4.10.2 Employment Eligibility; Subcontractors, and Consultants . To the same extent and under the same conditions as Vendor , Vendor shall require all of its subcontractors, and consultants performing any work relating to this Agreement to make the same verifications and comply with all requirements and restrictions provided for herein. 268
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4.10.3 Employment Eligibility; Failure to Comply . Each person executing this Agreement on behalf of Vendor verifies that they are a duly authorized officer of Vendor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Vendor or its subcontractors, or consultants to meet any of the requirements provided for in Sections 4 .10.1 or 4. 10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Vendor under Section 4.10.2); or (3) failure to immediately remove from this contract any person found not to be in compliance with such requirements.

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

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

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

4.10.7 Water Quality.

4.10.7.1 Management and Compliance. To the extent applicable, Vendor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State.

4.10.7.2 Liability for Non -Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, 269
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pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor ’s non - compliance with the laws, regulations and policies described in this Section, unless such non- compliance is the result of the sole negligence or willful misconduct of the City, its officials, officers, agents, employees or authorized volunteers.

4.10.7.3 Training. In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractor s shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.

5. P

ROJECT MANAGEMENT

5. 1 City’s Representative . The City hereby designates Daniel Beers, Design and Construction Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

5.2 Vendor’s Representative. Vendor hereby designates Jared Pulver, Regional Sales Manager, or his or her designee, to act as its representative for the performance of this Agreement ( “Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all work required under this Agreement.

6. I
NSURANCE.

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

6.2 Minimum Requirements. Vendor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Vendor, its agents, representatives, employees or subcontractor s. Vendor shall also require all of its subcontractor s to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

6.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability : Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required 270
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by the State of California and Employer ’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another.

6.2.2 Minimum Limits of Insurance. Vendor shall maintain limits no less than: (1) General Liability : $2 ,000,000 MINIMUM per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability : $2,000,000 MINIMUM per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 MINIMUM per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.

If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.

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

6.2.4 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Vendor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Vendor or the City may withhold amounts sufficient to pay premium from Vendor payments. In the alternative, the City may suspend or terminate this Agreement.

6.2.5 Additional Insured. The City of Ontario, its directors, officials, officers, employees, agents, and volunteers shall be named as a dditional insureds on Vendor ’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

6.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Vendor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:

6.3.1 General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Ontario, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Vendor , including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements 271
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providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Vendor ’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City ’s own primary insurance, deductible, or self-insurance shall be called upon to protect it as a named insured. Any insurance, deductible, or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Vendor ’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 6.2.2, any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 6.3.1.

6.3.2 Automobile Liability . The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Vendor ’s scheduled underlying coverage. Any insurance , deductible, or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Vendor ’s insurance and shall not be called upon to contribute with it in any way. Policy shall contain or be endorsed to contain such provisions. Notwithstanding the minimum limits set forth in Section

6.2.2, any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional ins ureds pursuant to this Section 6.3.2.

6.3.3 Workers’ Compensation and Employer’s Liability Coverage . The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Vendor.

6.3.4 All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City , its directors, officials , officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

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

Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement , or a waiver of any coverage normally provided by any insurance. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, 272
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or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

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

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

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

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

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

7. INDEMNIFICATION.

7.1 Scope of Indemnity. To the fullest extent permitted by law, Vendor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Vendor, its officials, officers, employees, subcontractors, consultants or agents arising out of or in connection with the Services, the Goods or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Vendor’s indemnity obligation shall 273
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not apply to such loss or damage which is caused by the sole negligence or willful misconduct of the City.

7.2 Additional Indemnity Obligations. Vendor shall defend, with counsel of City’s choosing and at Vendor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers.

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

8. C

ALIFORNIA LABOR CODE

8. 1 Prevailing Wages. Vendor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “ public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Vendor agrees to fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Vendor’s principal place of business and at the project site. Vendor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law.

8.2 Registration. Since the Services are being performed as part of an applicable “public works ” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Vendor and all subcontractors must be registered with the Department of Industrial Relations. Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor . Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

8.3 Compliance Monitoring. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Vendor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Vendor or any subcontractor that affect Vendor ’s performance of Services, including any delay, shall be Vendor ’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered 274
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Vendor caused delay and shall not be compensable by the City. Vendor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Vendor or any subcontractor.

9. SAFETY.

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

10. A
CCOUNTING RECORDS.

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

11. TERMINATION OF AGREEMENT.

11.1 Grounds for Termination. City may, by written notice to Vendor, terminate th e whole or any part of this Agreement at any time and without cause by giving written notice to Vendor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Vendor shall be compensated only for those Services and Goods which have been adequately rendered to City, and Vendor shall be entitled to no further compensation. If terminated for cause because the Vendor refused or failed to deliver the Goods, the City may obtain Goods by whatever method it may deem expedient. If City’s cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Goods , Vendor will be liable for and will pay the difference to City. Vendor may not terminate this Agreement except for cause.

The rights and remedies of the City provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

11.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Vendor to provide all finished or unfinished documents and data and other information of any kind prepared by Vendor in connection with the performance of the Services under this Agreement. Vendor shall be required to provide such document and other information within fifteen (15) days of the request.
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11.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, goods and services similar to those terminated.

12. GENERAL PROVISIONS.

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

Vendor:

FlashParking, Inc.
2500 Bee Caves Rd, Bldg III, Suite 400
Austin, TX 78746
Attn: Jared Pulver, Regional Sales Manager
Ci
ty:

City of Ontario
303 East “B” Street
Ontario, CA 91764-4196
Attn: Cynthia Heredia-Torres, Principal Construction Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

12.2 Subcontracting. Vendor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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

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

12.5 City’s Right to Employ Other Vendors. City reserves right to employ other Vendors in connection with the Goods and Services provided under this Agreement. 276
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12.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

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

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

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

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

12.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section

12.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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

12.13 Prohibited Interests. Vendor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Vendor , to solicit or secure this Agreement. Further, Vendor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Vendor , any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Vendor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City ’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
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(BB&K 2024) - 15 - Goods and Services Agreement

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

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

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

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

SI

GNATURES ON NEXT PAGE
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(BB&K 2024) - 16 - Goods and Services Agreement

SIGNATURE PAGE FOR GOODS & SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND FLASHPARKING, INC.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the day and year first above written.

CITY OF ONTARIO FLASHPARKING, INC.

By
:

Its:

Printed Name:

By:

Its:

Printed Name:
[
If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
Approved By:

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

Assistant City Clerk
279
46700.00100\40935206.1
(BB&K 2024) Exhibit A-1 Goods and Services Agreement

EXHIBIT “A”

SCOPE OF SERVICES

FLASHPARKING WILL HANDLE THE PARKING OPERATIONS SYSTEM FOR VINEYARD

PARKING STRUCTURE TO INCLUDE FULL SYSTEM BASE SOFTWARE, PAY ON FOOT STATIONS, ARTICULATING GATE ARM KIT, AND ENTRY/EXIT KIOSKS. THIS SYSTEM

WILL PROVIDE EFFICIENT PARKING JOURNEY WHILE MAINTAINING CONTROL, SECURITY AND REVENUE CAPTURE.
280
46700.00100\40935206.1
(BB&K 2024) Exhibit B-1 Goods and Services Agreement

EXHIBIT “B”

SCHEDULE OF SERVICES
JUNE 2, 2026, TO JANUARY 2, 2027
281
EXHIBIT “C”

COMPENSATION
282
Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 20
SUBJECT:

AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ARDURRA GROUP, INC. FOR THE SPORTS COMPLEX OFFSITE IMPROVEMENTS PROJECT

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Amendment No. 5 to the Design Services Agreement with Ardurra Group, Inc., of Newport Beach, California, for the Sports Complex Offsite Improvements Project in the amount of $664,696 for a total not-to-exceed contract amount of $5,776,771; and
B
.

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

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The proposed Amendment to the Design Services Agreement with Ardurra Group, Inc. is in the amount of $664,696 for a total not-to-exceed contract amount of $5,776,771. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects-Measure Q Fund for the Sports Complex Offsite Improvements Project.

BACKGROUND & ANALYSIS:

On October 7, 2025, the City Council approved Amendment No. 3 to the Design Services Agreement with Ardurra Group, Inc. for the Sports Empire Offsite Improvements Project.

The Sports Empire includes a minor league baseball stadium and various sporting fields that was built in an underdeveloped area of Ontario Ranch. Ardurra Group, Inc. has been working on the design for the sewer, water, recycled water, and storm drain line improvements at the Sports Empire. However, additional civil improvements including driveway cuts, and additional water and sewer lines were identified. If approved, Ardurra Group, Inc. will complete the additional improvements necessary for the Sports Empire Offsite Improvements Project.
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46700.00100\33287662.1

BB&K 2020

AM
ENDMENT NO. 5 TO THE DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
ARDURRA GROUP, INC.

1. P
arties and Date.

Th
is Amendment No. 5 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Ardurra Group , Inc. , a Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. R
ecitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Design Services Agreement” dated June 4, 2024 (“Agreement”).

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to revise the scope of services for The Sports Complex Off-Site Improvements project and increase the compensation amount by $664,696 for a total contract amount not-t o-exceed $5,776,771. The Parties have heretofore entered into that Amendment No. 1 dated July 16, 2024, Amendment No. 2 dated November 19, 2024, Amendment No. 3 dated October 7, 2025, and Amendment No. 4 dated April 7, 2026.

2.3 Amendment Authority. This Amendment No. 5 is authorized pursuant to Section

3.37 of the Agreement.

3. T
erms.

3.1 Amendment . Section 3.1.1 and 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:
"3.1.1
Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional architectural and related services necessary for the full and adequate completion of the Project PAUL S. LEON
MAYOR
A
LAN D. WAPNER

MAYOR PRO TEM
J
IM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
J
AMES R. MILHISER

CITY TREASURER
S

COTT OCHOA

CITY MANAGER
284
46700.00100\33287662.1

BB&K 2020

consistent with the provisions of this Agreement (hereinafter referred to as “Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A .” All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. All Services performed by Consultant shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit A."

3.10.1 Consultant's Compensation for Basic Services. City shall pay to Consultant, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Five Million Seven Hundred Seventy -Six Thousand and Seven Hundred Seventy -One Dollars ($5,776,771) ("Total Compensation"). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit "B .” The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.

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

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 5, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 5. From and after the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 5.

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. 5.

3.4 Severability. If any portion of this Amendment No. 5 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]

285
46700.00100\33287662.1

BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 5 TO THE DESIGN SERVICES

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

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 5 as of the day and year first above written.

CITY OF ONTARIO ARDURRA GROUP, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

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

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

286
3737 Birch Street, Suite 250 | Newport Beach, CA 92660 | www.ardurra.com April 9, 2026
Cynthia Torres
Project Manager
1333 S. Bon View Ave
Ontario CA, 91761
SUBJECT: Amendment No. 4 Engineering Services for Ontario Regional Sports Complex Offsite Improvements (PO#04217)
Dear Ms. Torres:

It has been very rewarding and exciting working with the City on this project. The additional scope includes the Runway Bar, Southern California Edison Work Orders, and additional engineering services during construction.
$1,784,432
$72,780
$588,842
$664,696
Amendment No. 1 (Approved 6/4/2024)
Amendment No. 2 (Approved 6/4/2024)
Amendment No. 3 (Approved 10/7/2025)
Amendment No. 5 (this amendment)
$3,110,750 New Total Contract Amount
All other contractual terms apply. Please feel free to contact me if you have questions or require additional information at 661.748.3893 or [email protected].

Sincerely,
Dolores Salgado, PE
Client Service Manager
Enclosures:

Exhibit “A” Fee Schedule
Attachment A
287
Exhibit "A" Fee Schedule
Ontario Regional Sports Complex - Offsite Improvements
Amendment No. 5
Project
Director
Quality
Control PM Street Improvement
Design Lead
OMUC Utilities
Design Lead
Electrical
Design Lead
Permit
Coordinator
Project
Engineer V
Project
Engineer II Engineer I CAD
Designer III
CAD
Designer II Admin Labor Hrs Labor Costs Dry Utility
Consultant
Moran 10%
2026 Hourly Rates 325$ 283$ 273$ 273$ 273$ 273$ 206$ 206$ 170$ 130$ 180$ 170$ 118$ Amendment No. 3
Runway Bar 202,322$
Project Management 2 40 24 66 14,402$ -$ 14,402$ Civil Site Design 2 16 4 40 60 40 60 222 45,550$ -$ 45,550$ Water and Sewer Design 2 16 4 40 80 40 60 242 51,270$ -$ 51,270$ Lighting and EE Design 2 16 4 40 80 40 80 262 54,870$ -$ 54,870$ Structural Design 2 16 4 60 40 60 182 36,230$ -$ 36,230$ Additional Work Orders 89,940$
Adjust two SCE Vaults to Grade 4 4 1,092$ 7,400$ 740$ 9,232$ Frontier Shoefly 4 4 1,092$ 15,600$ 1,560$ 18,252$ Chino Avenue Rule 20 Design Assist 4 4 1,092$ 18,800$ 1,880$ 21,772$ Riverside Avenue Rule 20 Design Assist 4 4 1,092$ 22,500$ 2,250$ 25,842$ Hellman Avenue Rule 20 Design Assist 4 4 1,092$ 12,500$ 1,250$ 14,842$ Additional Engineering Services During 282,494$
SBCFCD and USFW Permit 2 2 24 28 6,140$ -$ 6,140$ Additional Submittals 2 4 40 40 40 24 80 80 24 414 92,118$ -$ 92,118$ Additional RFIs 2 4 40 40 40 24 80 80 24 414 92,118$ -$ 92,118$ Additional Design Revisions 2 4 40 40 40 24 80 80 24 414 92,118$ -$ 92,118$ 664,696$
18 64 90 160 160 160 24 352 360 40 500 0 96 2264
5,850$ 18,112$ 24,570$ 43,680$ 43,680$ 43,680$ 4,944$ 72,512$ 61,200$ 5,200$ 90,000$ -$ 11,328$ 490,276$ 76,800$ 7,680$ -$ 664,696$ Total Hours:

Total Project Cost:

TOTAL
Amendment No. 3
Task Item
Labor Hours Sub
Markup Direct Costs
Subconsultants
ORSC Ardurra Amendment No. 5_ Fee Page 1 of 1 4/9/2026
288
Department: Public Works
Prepared By: Adrian Escamilla
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Jacqueline Leon
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 21
SUBJECT:

A CONSTRUCTION CONTRACT WITH ELEGANT CONSTRUCTION INC., FOR THE

MUSEUM NORTH WING GALLERY PROJECT

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Construction Contract No. D&C23-009 with Elegant Construction Inc., of Irvine, California for the Museum North Wing Gallery project in the amount of $1,517,000 plus a 20% contingency of $303,400 for a total not-to-exceed contract amount of $1,820,400; 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, amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The recommended Construction Contract with Elegant Construction, Inc., is $1,517,000 plus a 20% contingency of $303,400 for a total not-to-exceed contract amount of $1,820,400. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects- Measure Q Fund for the Museum North Wing Gallery Project.

BACKGROUND & ANALYSIS:

The Museum North Wing Gallery Project will provide significant improvements to the existing museum facility and enhance the visitor experience for the community. The upgrades are intended to modernize the building infrastructure while improving accessibility, functionality, and overall aesthetics of the museum.

Improvements will consist of new flooring, lighting, heating and ventilation systems, a new welcome entrance, and electrical infrastructure upgrades including a new transformer from Southern California Edison.
289

On April 23, 2026, the City solicited bids for the Museum North Wing Gallery Project. Two bids were received and are listed below:

Vendor
Location
Bid Amount
Blackstar Contractors
Costa Mesa, CA
$750,000
Elegant Construction Inc
Irvine, CA
$1,517,000

Blackstar Contractors, of Costa Mesa, California, submitted the apparent lowest responsible bid and subsequently filed a Notice of Bid Withdrawal on the grounds of a material mistake in the preparation of the bid. The City accepted Blackstar Contractors’ Notice of Bid Withdrawal and proceeded with consideration of the remaining responsive bidder. Based on credentials, pricing, and favorable reference checks, Staff recommends awarding Construction Contract No. D&C23-009 to Elegant Construction Inc. The project is estimated to be completed in January 2027. 290
PAUL S. LEON
MAYOR

ALAN WAPNER

MAYOR PRO TEM
JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

SHEILA MAUTZ

CITY CLERK
JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
SECTION 00500 – CONTRACT FOR CONSTRUCTION
This Contract for Construction (“Contract”), No. D&C23-009 is made and entered as of ____________, by and between City of Ontario, with its principal place of business at 303 East “B” Street, Ontario, CA 91764, sometimes hereinafter called the “City” and Elegant Construction, sometimes hereinafter called “Contractor.”
WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:

ARTICLE 1. SCOPE OF WORK.

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

D&C23-009 Museum Improvement: North Wing Gallery
Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME 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 200 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE.

The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Million Five Hundred Seventeen Thousand Dollars ($1,517,000). Payment 291
shall be made as set forth in the General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule.

ARTICLE 4. LIQUIDATED DAMAGES.

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

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

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT.

The “Contract Documents” include the following:

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

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various 292
Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

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

ARTICLE 7. INDEMNIFICATION.

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

ARTICLE 8. PREVAILING WAGES.

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

ARTICLE 9. FALSE CLAIMS.

Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq. , provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or fal sity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
293
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
Elegant Construction
By:

Its:

Printed Name:

By:

Its:

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

END OF CONTRACT
294
Department: Management Services
Prepared By: Desiree N Weinreb
Department:

Prepared By: Danielle Guevara
Staff Member Presenting: Claudia Y. Isbell,
Assistant City Clerk
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 22
SUBJECT:

JAY LITTLETON BALL PARK

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute all required agreements and contracts to open Jay Littleton Ball Park for minimum baseball services.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

The total not to exceed cost for improvements will be $150,000.

BACKGROUND & ANALYSIS:

Built in 1937, Jay Littleton Ball Park was a historic venue featuring a U- shaped grandstand with exterior wooden siding that accommodated 3,500 spectators. On August 22, 2024, the historic Jay Littleton Ball Park succumbed to a fire in the late-night hours.

Beginning in 2020, the Jay Littleton Ball Park was closed for baseball permits due to the condition of the wooden bleachers. While awaiting repair of the wooden bleachers, the outfield and dugouts were utilized for TV commercial and occasional outdoor events that were limited to the turf outfield.

Prior to the fire, the historic ballfield was a cherished community landmark. It hosted various activities, including local Little League games, film and television production, and small-scale special events hosted by the Ontario Recreation & Community Services Department. The iconic Jay Littleton Ball Park was a monumental piece of history in Ontario.

In order to make the field useable in the short term, the request is to move forward with funding the immediate equipment needs such as safety netting, backstops, etc., not to exceed $150,000, so the field can be used for baseball activities.

295
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: 23
SUBJECT:

A PROFESSIONAL SERVICES AGREEMENT WITH

NORTHPOINT

CONSULTING,
INC.,
F

OR THE EVALUATION OF WASTEWATER A

ND RECYCLED WATER SERVICE

ALTERNATIVES

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve and authorize the City Manager, or designee, to execute the Professional Services Agreement with NorthPoint Consulting, Inc., of Arcata, California, for the Evaluation of Wastewater and Recycled Water Service Alternatives for a total not-to-exceed contract amount of $419,700 and a term from July 1, 2026 to December 31, 2027.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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

The proposed Professional Services Agreement to NorthPoint Consulting, Inc., (NorthPoint), is for a total not-to-exceed amount of $419,700. Expenditures will be based on Northpoint’s proposal and negotiated rates.

The Fiscal Year 2026-27 Proposed Budget includes appropriations in the Water and Sewer Capital Funds for the Evaluation of Wastewater and Recycled Water Service Alternatives Project. There is no fiscal impact to the General Fund.
296
BACKGROUND & ANALYSIS:

On June 3, 2025, City Council authorized Staff to solicit proposals from qualified firms to evaluate the feasibility of wastewater and recycled water service alternatives. The City issued a Request for Qualifications (RFQ) to identify qualified firms, and subsequently a Request for Proposal for this evaluation considering: compliance with Local Agency Formation Commission requirements, regulatory and environmental review processes, property acquisition needs, financial feasibility, and infrastructure concepts, including the possibility of a Joint Powers Authority formation. This effort represents a critical step towards developing long-term, self-reliant options and solutions for wastewater and recycled water services.

The RFP scope includes assessing specific alternatives on wastewater
treatment facilities
as well
as
recycled water
needs, assessing sewer flows, analyzing service
gaps
and addressing long-term
capacity. The
City
will also continue assessing potential partnerships with neighboring agencies, including the Inland Empire Utilities Agency (IEUA).

In July 2025, the City received submissions from four (4) consultants through PlanetBids after the solicitation for qualifications.

Consultant
Location
Brady- a WHB Company
San Diego, CA
Hoch Consulting
Oceanside, CA
NorthPoint Consulting Group, Inc.

Arcata, CA
Stetson Engineering, Inc.

San Rafael, CA
From these consultants, NorthPoint and Hoch Consulting were requested to submit complete proposals. Staff reviewed the proposals and negotiated engineering services for the evaluation and feasibility study of wastewater and recycled water service alternatives. Based on their proposal, engineering expertise, successful past completion of this type of work, and capability to perform the work in a timely manner, it is recommended to award the Professional Services Agreement to NorthPoint.
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PAUL S. LEON
MAYOR
ALAN D. WAPNER

MAYOR PRO TEM
JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK
JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered as of ____________, by and between the City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764 -4196, County of San Bernardino, State of California ("City") and NorthPoint Consulting Group, Inc., a California Corporation, with its principal place of business at 1117 Samoa Blvd., Arcata, CA 95521 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Evaluation of Wastewater Treatment Facilities project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to December 31, 2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Four Hundred Nineteen Thousand Seven Hundred Dollars ($419,700) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

3.2.3 Reimbursemen t f or Expenses . Consultan t shal l no t be reimbur sed f or any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

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

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

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services 299
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shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Con sultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such ad ditional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

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

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

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of th is Agreement are as follows: Annje Dodd, PhD., P.E., Principal Engineer and President of NorthPoint.

3.3.5 City's Representative. The City hereby designates Dennis Mejia, P.E., Utilities Engineering Division Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Annje Dodd, PhD., P.E., Principal Engineer and President of NorthPoint, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
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3.3.8 Standard of Care; Performance of Employees . Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

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

3.3.9 Period of Performance.

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

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

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

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

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

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

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

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

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise 302
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all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

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

3.3.11.2 Types of Insurance Required . As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall pro cure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no l ess than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross -liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activitie s with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5 ) years from termination or expiration of this Agreement.
(E) If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy. 303
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3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement . Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of t his Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vend or or for which the Vendor is responsible . (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions): (1) Cancellation:

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

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

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, 304
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employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

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

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

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

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

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations othe rwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 305
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(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

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

3.4 Labor Code Requirements.

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

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

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. 306
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3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any sub consultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

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

3.5 Termination of Agreement.

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

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

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

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
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3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2 782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

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

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants . Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court , 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section

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

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

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

Consultant: NorthPoint Consulting Group, Inc.
1117 Samoa Blvd.

Arcata, CA 95521
ATTN: Annje Dodd, PhD., P.E., Principal Engineer and President of NorthPoint
City: City of Ontario
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303 East “B” Street
Ontario, CA 91764
ATTN: Dennis Mejia, P.E., Utilities Engineering Division Manager With Copy To: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Records Management
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

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

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

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents 309
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and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the cond ition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

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

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

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

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

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees . If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recov er from the losing party reason able attorneys’ 310
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fees and all costs of such action.

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

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

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

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

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

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

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

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

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
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3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

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

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

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

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

3.8 Federal Provisions. When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A-1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

SIGNATURES ON NEXT PAGE

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
NORTHPOINT CONSULTING GROUP , INC.

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

CITY OF ONTARIO NORTHPOINT CONSULTING GROUP, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
Approved By:

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

City Clerk
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EXHIBIT "A"

SCOPE OF SERVICES

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EXHIBIT "B"

SCHEDULE OF SERVICES

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EXHIBIT "C"

COMPENSATION
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Department: Utilities
Prepared By: Courtney Jones
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: 24
SUBJECT:

PROFESSIONAL SERVICES AGREEMENT WITH NOSSAMAN LLP FOR LEGAL AND

TECHNICAL SERVICES PERTAINING TO WATER AND WASTEWATER MATTERS

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve and authorize the City Manager, or designee, to execute a two-year Professional Services Agreement with Nossaman LLP of Los Angeles, California, for legal and technical services relating to sewer disposal, water supply, and water rights for a not-to-exceed contract amount of $3,700,000 for Fiscal Years 2026-27 and 2027-28 and a term from July 1, 2026 thru June 30, 2028.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

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)
Operate in a Businesslike Manner
Pursue City's Goals and Objectives by Working with Other Governmental Agencies FISCAL IMPACT:

Services under this agreement will be provided as needed with expenditures limited to City Council approved budget appropriations each year in the Water and Sewer Operating Funds. If approved, appropriations will be included in future Annual Budgets to City Council for approval as needed. Any increases to the billing rates during future amendments to the agreement will be negotiated at the City’s Discretion. There is no impact to the General Fund.

BACKGROUND & ANALYSIS:

The City has historically used Nossaman LLP for legal and technical representation regarding sewer disposal, water supply, and water rights matters. Nossaman's involvement will be critical for the continuation of several multi-year efforts and emerging regional topics anticipated over the next few years. The agreement will ensure the continuity of legal services central to preserving and managing Ontario's utility resources and services to its community as these multi-year efforts are concluded.

The City is undertaking multi-year efforts to achieve several goals, including ensuring the protection of our local water supply, mitigating impacts on consumer costs, and maintaining recycled water 326
rights through collaboration with the Inland Empire Utilities Agency (IEUA) and the Chino Basin Watermaster (Watermaster).

The agreement's primary efforts include the Meter Equivalent Unit (MEU) charge, regional sewage contract, and regional projects. The proposed action on these efforts is consistent with the City Council's direction to the City Manager to engage in settlement discussions and pursue legal actions if necessary and as appropriate.
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Mr. Scott Burton
Utilities General Manager
City of Ontario
1425 South Bon View Avenue
Ontario, California 91761

Re: Engagement Agreement for Legal Services as Special Counsel for Water and Wastewater Issues – Fiscal Years 2026/2027 through 2027/2028
Dear Scott:

We are very pleased to have the opportunity to continue to provide legal services to the City of Ontario (“City” or “Client”) pursuant to this Amended Engagement Agreement (“Agreement”) covering the period fiscal years 2026/2027 through 2027/2028. (The terms “you” and “yours” as used in this letter shall refer to the City, and the terms “we”, “us” and “ours” shall refer to Nossaman LLP (“Nossaman” or the “Firm”)).

We expect that these services will be provided principally by attorneys resident in our Los Angeles Office, although we may call upon attorneys in our other offices to provide advice or assistance on your matter if appropriate. This letter will serve to record our Agreement of the terms and conditions of our representation.

1. You have asked us and we agree to represent the City with respect to matters related to the City’s water rights, water supply, water rates, water quality, and wastewater issues (the “Services”).

2. On matters covered by this Agreement, we agree to provide such legal Services as we determine are reasonably required to represent you, to take reasonable steps to keep you informed of facts and developments concerning the subject matter of this engagement as they come to our attention, and to respond to your reasonable inquiries. You agree to cooperate with us, to keep us informed of developments, to abide by this Agreement and to pay our statements for the Services in a timely manner.

ATTORNEYS AT LAW
777 South Figueroa Street
34th Floor
Los Angeles, CA 90017
T 213.612.7800
F 213.612.7801
Frederic A. Fudacz
D 213.612.7823
[email protected]
Refer To File # 280856-0002

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3. We shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. We represent that we, our employees, consultants and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

4. Our fees for services provided to you pursuant to this Agreement will be calculated and billed based upon hourly rates established for each attorney, paralegal and clerk rendering services on your matters. However, unless expressly agreed in writing in advance by the City, the cost to the City for the Services for the period beginning July 1, 2026 through and including June 30, 2028 shall not exceed $3,700,000 (“Services Cost”). Our statements for the Services will provide you with a description of such Services performed, the date they were performed, the time devoted to your matters and the specific hourly rate of the attorney, paralegal or clerk that performed the Services on your behalf.

5. The hourly rates of individuals who are currently expected to perform the Services with respect to your matters are set forth on Attachment “A” hereto and will generally be recorded and billed one-tenth hour increments. If other personnel are asked to perform the Services, you will be informed of their billing rates on the first statement following their initial service. We expect that the attorneys listed on Attachment “A” will render the bulk of the Services. From time to time, our rate structure in general, or the rates of particular attorneys, paralegals or clerks, may be increased. If so, you will be advised of the new rates. The new rates shall apply to all work performed after you have been advised of the new rates.

6. Our hourly rates apply to all time spent on your behalf, including but not limited to court appearances; motion practice; preparing, analyzing, reviewing and revising correspondence and documents; factual and legal research; consultation and advice; conducting negotiations; engaging in depositions and other discovery; conferences; preparing for and conducting trials and appeals; out of town travel; conferring with other attorneys in our firm, or with witnesses or attorneys also involved in the matter; and such other services of a professional nature as this engagement may require.

7. We will ordinarily incur various costs and expenses or will provide certain in-house services while performing legal Services. You agree to pay for these items in addition to our fees for legal Services. The costs and expenses and in-house services may include, but will not necessarily be limited to, filing fees fixed by law or assessed by courts or other agencies; court reporters’ fees; witness fees; experts’ fees; consultants’ fees; process server fees; investigation expenses; out of town travel expenses; long 329
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distance telephone charges; messenger and private courier delivery charges; photocopying and other reproduction services; computerized research charges; and similar items.

In-house services such as duplicating and fax expenses will be charged in accordance with our general Firm policies which are designed to reimburse us for our cost of providing those services. Currently, our firm charges $1.00 for outgoing faxes and $0.10 cents per page for copying. External costs and expenses are charged at our cost, including computerized research and electronic evidence data processing. Where the Firm maintains a fixed subscription contract with a vendor for computerized research, you will be charged for the actual cost incurred by the Firm during the given month which often results in substantial discounts of the vendor’s regular rates. We will not charge you for word processing, overtime expenses associated with administrative or secretarial personnel, telephone calls within the United States and similar items unless these items are unusually large in amount and we obtain your agreement in advance. We will not add a “handling” charge for costs and expenses incurred on your behalf.

8. We are normally not required to advance payment for any external expenses. Instead, clients agree to pay such charges directly to the vendors, in a timely manner, upon our submission of their invoices to them. We may, from time to time, but are not required to, pay minor expenses of outside vendors as a convenience to you and will then include them within our statements for Services. In addition, if you do not make timely payment to vendors, we reserve the right to pay those vendors on your behalf and include such charges in our statements and require reimbursement from you. It is important that vendors be promptly reimbursed so that we can retain good professional relationships with those vendors.

9. Our files for work prepared pursuant to this Agreement are your property.

We will release our files for work performed pursuant to this Agreement to you or to anyone else you designate upon your written request delivered to the attorney in charge of this matter. However, you agree that we may, in our sole discretion, copy all or any portion of the file and charge the copying costs to you, and that we may have a reasonable period of time before releasing the documents to you or anyone else you designate in order to copy all or any portion of the files you have directed us to surrender. We will, from time to time, send portions of your files that are not currently needed to an off-site storage facility. The cost of this facility will be our sole expense.

However, we are not the guarantor of the security of any off-site storage facility.

Accordingly, you agree that the Firm will not be responsible for any damages which may occur as a result of the loss of any of your files which we store at an off-site storage facility. You also agree that we may, after the passage of two years without our having performed any work for you pursuant to this engagement for Services, destroy your files unless you provide us with written instruction to forward the files to you or to another person you designate.
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10. You agree to keep us informed of any change in your address or telephone numbers or electronic mail address so that we may effectively communicate with you.

We will also advise you promptly of any change in the Firm’s business address, electronic mail address or telephone or facsimile numbers. You agree that we may communicate with you via electronic mail even though it may not be completely secure.

11. Please be advised that we have adopted a privacy policy in compliance with the requirements of the Gramm-Leach-Bliley Act, a copy of which is attached to this letter. If you have any questions concerning our Privacy Policy, please contact us.

12. To aid in your matters, it may become necessary to hire experts, consultants or investigators. Such persons will be employed by us on your behalf, not by you, so as to protect any privileged work; but we will not hire such persons unless you approve and also agree to pay their fees and charges. The responsibility to pay for their services is solely yours.

13. We will send you periodic statements for fees and costs incurred. Each statement will be payable upon presentation. If any statement or any portion thereof is not paid within 90 days, then the unpaid amount of such statement will bear interest at the maximum legal rate allowed by law, but not in excess of twelve percent (12%) interest per annum compounded monthly, and we will also have the right to withdraw as your attorneys.

14. You may discharge us as your attorneys at any time. We may withdraw as your attorneys with your consent, or for good cause. Good cause includes but is not limited to the following: your breach of this Agreement; your failure to pay our bills on time; your refusal to cooperate with us; your refusal to follow our advice on a material matter; the development of irreconcilable disagreement between you and us as to the conduct of the engagement; or any other fact or circumstance that would render our continuing representation contrary to your interests, or to law, or to the rules of professional conduct. Failure to withdraw as your attorneys on any one occasion shall not be a waiver of our right to do so if such other occasions arise.

If you discharge us, or if we elect to withdraw, you agree to secure forthwith other counsel of your own selection to represent you and, if we are your attorneys of record in any litigation, to cooperate fully in substituting such new counsel as your attorneys of record in the litigation.

15. Nothing in this Agreement and nothing in our statements to you should be construed as a guarantee or promise about the outcome of the City’s matters or any phase thereof. We make no such guarantees or promises. Comments about the course or outcome of your matters or any phase thereof which we may make from time to time are expressions of opinion only. You acknowledge that the amount of legal fees and costs which may be incurred on your behalf pursuant to this Agreement is not capable of 331
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precise prediction; and you acknowledge that we have made no guarantees or promises and that you have set no limits with regard to the cost of Services we provide you. We both acknowledge that this Agreement constitutes the entire understanding and agreement regarding our engagement to provide you with legal Services, and is intended to supersede and replace in their entirety any previously executed engagement agreements or amendments thereto.

16. If an action or proceeding is commenced to enforce this Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be entitled to recover the reasonable amount of his, her or its fees and costs thereof, in addition to compensatory damages. For the purposes of enforcing this Agreement only, and as otherwise required by law, you agree that this Agreement may be disclosed to a court or arbitrator.

17. This Agreement is made under and shall be construed in accordance with the substantive laws of the State of California without reference to its choice of law rules

18. We carry professional liability insurance which would cover the Services we will be providing to you under the terms of this Agreement. That insurance is subject to a significant self-insured retention. We also carry general liability and worker’s compensation and employees liability insurance in which the City is named as an additional insured and for which a waiver of subrogation in favor of the City applies. Our coverage satisfies the limits specified by the City as follows:
 $1 Million in general liability with $2 Million aggregate;  $1 Million in automobile liability;
 $1 Million in workers’ compensation liability;
 $1 Million in professional liability; and
 $1 Million cyber liability

19. The City hereby designates Scott Burton, Utilities General Manager ("City's Representative"), or his designee, to act as its representative for the performance of this Agreement. To the extent that City’s Representative elects to appoint or designate a designee to act on his behalf for purposes of this Agreement, then City’s Representative shall notify us in writing. City's Representative and his designee made known to us shall have the power to act on behalf of the City for all purposes under this Agreement. We shall not accept direction or orders from any person other than the City's Representative or his designee made known to us. 332
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20. In the event the City Representative determines that additional Services (or work similar thereto) are required to complete the Services and the cost thereof exceeds the Services Cost, City Representative shall have the authority to use any contingency amount authorized by the City Council, to pay for such additional Services or work.

21. The term of this Agreement shall be from July 1, 2026 through and including June 30, 2028.

We are very proud of our client relationships, and occasionally identify clients to others who ask about our client base, or in institutional materials. Unless you object in writing, we assume that you agree that we may state that we represent you in such matters as we deem appropriate, although of course we would not publish or disseminate any confidential information pursuant to the privacy policy attached hereto.

If these terms are acceptable to you, please sign in the space provided below and return this Agreement to us in the envelope enclosed for your convenience.

We appreciate your confidence in our firm and look forward to working with you.

Very truly yours,

Frederic A. Fudacz
Nossaman LLP
FAF:mbw

Enclosures

cc: Courtney Jones, P.E.

Chad Nishida, P.E.

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ACCEPTANCE

I have read and understand the forgoing terms and agree to them as of the date that Nossaman LLP first provided services to the City of Ontario.

Dated: CITY OF ONTARIO

By:

Printed Name:

Title:

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ATTACHMENT “A” TO AGREEMENT - 4/2/26

Billing Rates, charged in one-tenth increments:

TIMEKEEPER Hourly Rate

Attorneys

Partners:

Frederic A. Fudacz $640.00
Kyle Hamilton $640.00
David C. Lee $640.00
David J. Miller $615.00
Gina R. Nicholls $615.00
Ilse C. Scott $640.00
Alexander Westerfield $640.00
Robert D. Thornton $640.00
Alexander Westerfield $640.00

Associates:

Raven McGuane $377.00
Paul J. Sevigny $377.00
Alex Van Roekel $377.00

Paralegals/Clerks:
$285.00

____FAF_________ _________________
Nossaman Partner Client Initials

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PRIVACY POLICY OF NOSSAMAN LLP
Lawyers, as providers of certain personal services, are now required by the Gramm- Leach-Bliley Act to inform their clients of their policies regarding privacy of client information. Our law firm understands your concerns as a client for privacy and the need to ensure the privacy of all your information. Your privacy is important to us and maintaining your trust and confidence is a high priority. Lawyers have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by such Act. Therefore, we have always protected your right to privacy. The purpose of this notice is to explain, as now required by law, our Privacy Policy with regard to personal information about you that we obtain and how we keep that information secure.

NONPUBLIC PERSONAL INFORMATION WE COLLECT
We collect nonpublic personal information about you that is provided to us by you or obtained by us with your authorization or consent, or otherwise furnished to us in the performance of our engagement, as through discovery in litigation.

WE DO NOT DISCLOSE ANY PERSONAL INFORMATION ABOUT OUR CLIENTS

OR FORMER CLIENTS TO ANYONE, EXCEPT AS PERMITTED OR REQUIRED BY LAW AND ANY APPLICABLE STATE ETHICS RULES.

We do not disclose any nonpublic personal information about current or former clients obtained in the course of representation of those clients, except as expressly or impliedly authorized by those clients to enable us to effectuate the purpose of our representation or as required or permitted by law or applicable provisions of codes of professional responsibility or ethical rules governing our conduct as lawyers. In that regard, California law generally provides that lawyers are absolutely required not to reveal confidential information about clients, except as authorized by the client or as compelled by law.

CONFIDENTIALITY AND SECURITY
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and to comply with professional guidelines or requirements of law. In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards.

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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: 25
SUBJECT:

A DESIGN SERVICES AGREEMENT WITH PACIFIC ADVANCED CIVIL ENGINEERING, INC., FOR THE FEASIBILITY STUDY AND PRELIMINARY DESIGN REPORT OF THE

JOHN GALVIN PARK WATER TREATMENT PLANT UPGRADES PROJECT

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council approve and authorize the City Manager, or designee, to execute a Design Services Agreement with Pacific Advanced Civil Engineering, Inc. (PACE) of Fountain Valley, California, to provide professional engineering design services for the John Galvin Park Water Treatment Plant Upgrades

Project, Contract No. UT1089, for an amount of $186,565 plus a 10% contingency of $18,657 for a total not-to-exceed amount of $205,222, and a term from June 2, 2026 to December 31, 2029.

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)
FISCAL IMPACT:

Proposed Design Services Agreement to PACE is for professional engineering design services for the John Galvin Park Water Treatment Plant Upgrades

Project, in the amount of $186,565 plus a 10%
contingency of $18,657 for a total not-to-exceed amount of $205,222. Expenditures will be based on PACE’s proposal and negotiated rates.

The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Water Capital Fund to provide professional engineering design services for the John Galvin Park Water Treatment Plant Upgrades Project. If approved, additional appropriations from the Water Capital Fund will be included in a future quarterly budget update to the City Council for approval. There is no impact to the General Fund.
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BACKGROUND & ANALYSIS:

John Galvin Park, located at the southeast corner of 4th Street and Cucamonga Avenue, houses several water production facilities servicing the City of Ontario. This site includes two groundwater wells (Wells No. 44 and 52), two water storage reservoirs serving the 1074 Pressure Zone, a booster station supplying the 1212 and 1348 Pressure Zones, and an ion exchange (IX) treatment facility used to treat groundwater extracted from the wells. This site also includes a decommissioned water purification plant and a chlorination station that are currently not in use (see Exhibit A).

Groundwater produced from Wells No. 44 and 52 contains nitrate and perchlorate at concentrations that exceed drinking water standards and require treatment prior to distribution.

The existing IX treatment facility is used to remove nitrate and perchlorate from the groundwater.

Following treatment, the water is blended with a portion of raw groundwater, chlorinated, and stored in the 1074 reservoirs for distribution within the City’s water system or boosted to higher pressure zones.

In addition to nitrate and perchlorate, the groundwater also contains dibromochloropropane (DBCP), per- and polyfluoroalkyl substances (PFAS), and total coliform bacteria (TCB), which are subject to current and emerging regulatory requirements. The existing IX treatment facility is nearing the end of its service life and utilizes treatment and control technologies that are becoming increasingly difficult to maintain due to limited availability of replacement components. In addition, the existing resin media has experienced expected deterioration and is anticipated to require replacement. Current groundwater quality conditions and treatment system constraints limit the ability for Wells No. 44 and 52 to operate simultaneously on a continuous basis, which can affect operational flexibility and overall system resiliency. Additional treatment processes may also be needed to support TCB compliance requirements.

To address these deficiencies and improve the long-term reliability of the City’s water supply system, the City is initiating the John Galvin Park Water Treatment Plant Upgrades Project. The project will include preparation of a Feasibility Study (FS) and Preliminary Design Report (PDR) to evaluate and recommend improvements to the existing facilities. The FS will assess treatment alternatives for nitrate, perchlorate, and PFAS removal; evaluate IX and other applicable treatment technologies; analyze resin selection and lifecycle costs; and assess options for achieving required TCB removal. The FS will also evaluate site constraints, including limited footprint within the park, and assess the condition and capacity of the existing brine conveyance system and its impact on treatment alternatives.

Based on the recommended alternative from the FS, the PDR will further refine the selected approach and develop preliminary engineering concepts, including site layout, treatment process configuration, hydraulic considerations, and integration with existing facilities. The PDR will also include estimated construction cost, project schedule, and identification of permitting and regulatory requirements. The overall project objectives are to modernize treatment technologies, ensure compliance with current and emerging drinking water regulations, enable simultaneous and continuous operation of Wells No. 44 and 52, and provide sufficient treated water to reliably serve the City’s 1074, 1212, and 1348 Pressure Zones.

On December 16, 2025, the City issued a Request for Proposals (RFP) through PlanetBids to solicit 338
qualified professional engineering consultants to provide feasibility study and preliminary design services for the John Galvin Park Water Treatment Plant Upgrades Project . The RFP was publicly advertised and made available to all qualified consultants through PlanetBids.

On January 30, 2026, the City received the following two proposals:

Bidder
Locations
Pacific Advanced Civil Engineering, Inc.

Fountain Valley, CA
N2W Engineering, Inc.

Irvine, CA
Staff has reviewed the proposals in accordance with the evaluation criteria identified in the RFP, including the firms’ understanding of the project, technical approach, relevant experience with similar water treatment facilities, qualifications of the proposed project team, fee proposal, and references. After careful evaluation, PACE was determined to be the most qualified to provide the requested professional engineering design services and to offer the best overall value.

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CITY OF ONTARIO

DESIGN SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into as of ___________, by and between the City of Ontario, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 303 East “B” Street, Ontario, California 91764-4196, County of San Bernardino, State of California (“City”), and Pacific Advanced Civil Engineering, Inc., a California Corporation, with its principal place of business at 17520 Newhope Street, Suite 120, Fountain Valley, CA 92708 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional engineering design services required by the City on the terms and conditions set forth in this Agreement. Consultant warrants that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Consultant is a corporation or other organization, the Project Consultant designated pursuant to Section 3.2, and not the Consultant itself, shall be fully licensed to practice as an engineer in the State of California.

2.3 Project. City desires to engage Consultant to render such services for the John Galvin Park Water Treatment Plant Upgrades Project (OMUC Contract No. UT1089) ("Project") as set forth in this Agreement.

3. TERMS

3.1 Employment of Consultant.

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

3.1.2 Term. The term of this Agreement shall be from June 2, 2026 to December 31, 2029, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Project Consultant; Key Personnel.

3.2.1 Engineer of Record. Consultant shall name a specific individual to act as Project Consultant, subject to the approval of City. Consultant hereby designates Duncan Lee, PE (License No. C44825) to act as the Engineer of Record for the Project. The Engineer of Record shall: (1) maintain oversight of the Services; (2) have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Engineer of Record shall be subject to the City’s prior written approval, which approval shall not be unreasonably withheld. The new Engineer of Record shall be of at least equal competence as the prior Engineer of Record. In the event that City and Consultant cannot agree as to the substitution of a new Engineer of Record, City shall be entitled to terminate this Agreement for cause.

3.2.2 Key Personnel. In addition to the Engineer of Record , Consultant has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Consultant may substitute others of at least equal competence upon written approval of the City. In the event that City and Consultant cannot agree as to the substitution of key personnel, engineers or consultants, City shall be entitled to terminate this Agreement for cause. The key additional personnel, engineers and consultants for performance of this Agreement are as follows: Duncan Lee, PE, Jacob Peterson, PE, Victoria Whitener.

3.3 Hiring of Consultants and Personnel.

3.3.1 Right to Hire or Employ. Consultant shall have the option, unless City objects in writing after notice, to employ at its expense architects, engineers, experts or other consultants qualified and licensed to render services in connection with the planning and/or administration of the Project, and to delegate to them such duties as Consultant may delegate without relieving Consultant from administrative or other responsibility under this Agreement.

Consultant shall be responsible for the coordination and cooperation of Consultant’s architects, engineers, experts or other consultants. All consultants, including changes in consultants, shall be subject to approval by City in its sole and reasonable discretion. Consultant shall notify City of the identity of all consultants at least fourteen (14) days prior to their commencement of work 342
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to allow City to review their qualifications and approve to their participation on the Project in its sole and reasonable discretion.

3.3.2 Qualification and License. All architects, engineers, experts and other consultants retained by Consultant in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law.

3.3.3 Standards and Insurance. All architects, engineers, experts and other consultants hired by Consultant shall be required to meet all of the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Consultant’s agreements with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.3.4 Assignments or Staff Changes. Consultant shall promptly obtain written City approval of any assignment, reassignment or replacement of such architects, engineers, experts and consultants, or of other staff changes of key personnel working on the Project. As provided in the Agreement, any changes in Consultant’s consultants and key personnel shall be subject to approval by City.

3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Consultant at Consultant’s sole expense.

3.4 Standard of Care.

3.4.1 Standard of Care. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be responsible to City for damages sustained by the City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Consultant shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or construction of the Project. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants and represents that all of its employees, architects, engineers, experts and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees, architects, engineers, experts and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein.

3.4.2 Performance of Employees. Any employee or consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee or consultant who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
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3.5 Laws and Regulations.

3.5.1 Knowledge and Compliance. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, and shall give all notices required of the Consultant by law. Consultant shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. Consultant shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.5.2 Drawings and Specifications. Consultant shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations, including the Uniform Building Code, in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibit “A” attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may be compensated as Additional Services which were not known or reasonably should not have been known by Consultant. Consultant shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with the Services described in Exhibit “A” attached hereto. For the preparation of all such drawings and specifications, the Consultant shall use Computer Aided Design Drafting (“CADD”) (e.g., AutoCAD) or other technology acceptable to the Consultant and City.

3.5.3 Americans with Disabilities Act. Consultant will use its best professional efforts to interpret all applicable federal, state and local laws, rules and regulations with respect to access, including those of the Americans with Disabilities Act (“ADA”). Consultant shall inform City of the existence of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law, and shall provide the City with its interpretation of such inconsistencies and conflicting interpretations. Unless Consultant brings such inconsistencies and conflicting interpretations to the attention of the City and requests City’s direction on how to proceed, the Consultant’s interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Consultant, and the Consultant shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. In the event that the Consultant request’s City’s direction on how to proceed with respect to any inconsistent and/or conflicting interpretation, the Consultant shall be responsible to the City only pursuant to the indemnification provisions of this Agreement.

3.5.4 Permits, Approvals and Authorizations. Consultant shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Consultant shall then assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City.

3.5.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances 344
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regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); and any and all regulations, policies, or permits issued pursuant to any such authority.

Consultant shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law.

3.6 Independent Contractor.

3.6.1 Control and Payment of Subordinates. City retains Consultant on an independent contractor basis and Consultant is not an employee of City. Consultant is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City’s employees. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City, and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.7 Schedule of Services.

3.7.1 Consultant Services. Consultant shall fully and adequately complete the Services described in this Agreement and in Exhibit “A” attached hereto and incorporated herein by reference.

3.7.2 Timely Performance Standard. Consultant shall perform all Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein.

Specifically, Consultant shall perform its Services so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Consultant agrees to coordinate with City’s staff, contractors and consultants in the performance of the Services, and shall be available to City’s staff, contractors and consultants at all reasonable times.

3.7.3 Performance Schedule. Consultant shall prepare an estimated time schedule for the performance of Consultant’s Services, to be adjusted as the Project proceeds.

Such schedule shall be subject to the City’s review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City’s review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. If City and Consultant cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreement. The schedule shall not be exceeded by Consultant without the prior written approval of City. If the Consultant’s Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City will suffer damage for which the Consultant will be responsible.
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3.7.4 Excusable Delays. Any delays in Consultant’s work caused by the following may be added to the time for completion of any obligations of Consultant: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Consultant; and (5) any Force Majeure Event (as defined herein) or other unforeseen occurrence not due to any fault or negligence on the part of Consultant. Neither the City nor the Consultant shall be liable for damages, liquidated or otherwise, to the other on account of such delays.

3.7.5 Force Majeure Events. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the Services and Agreement. Should a Force Majeure Event occur, the non- performing Party shall, within fifteen (15) calendar days of the beginning of an Force Majeure Event, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.7.6 Request for Excusable Delay Credit. The Consultant shall, within fifteen (15) calendar days of the beginning of any excusable delay, notify the City in writing of the causes of delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement). City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole judgment, the findings of fact justify such an extension. The City’s findings of fact thereon shall be final and conclusive on the Parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. The sole remedy of Consultant for extensions of time shall be an extension of the performance time at no cost to the City. If Additional Services are required as a result of an excusable delay, the Parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Consultant make an application for an extension of time, Consultant shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time.

3.8 Additional Services.

3.8.1 Request for Services. At City’s request, Consultant may be asked to perform services not otherwise included in this Agreement, not included within the basic services 346
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listed in Exhibit “A” attached hereto, and/or not customarily furnished in accordance with generally accepted architectural practice.

3.8.2 Definition. As used herein, “Additional Services” mean: (1) any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary for the Consultant to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibit “A” attached hereto. Consultant shall not perform, nor be compensated for, Additional Services without prior written authorization from City and without an agreement between the City and Consultant as to the compensation to be paid for such services. City shall pay Consultant for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the fault of Consultant pursuant to the indemnification provision of this Agreement.

3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with applicable laws, rules, regulations or codes of which Consultant was aware or should have been aware pursuant to the laws and regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to:
(a) Separately Bid Portions of Project. Plan preparation and/or administration of work on portions of the Project separately bid. (b) Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents.
(c) Fault of Contractor. Services caused by delinquency, default or insolvency of contractor, or by major defects in the work of the contractor, provided that any such services made necessary by the failure of Consultant to detect and report such matters when it reasonably should have done so shall not be compensated. (d) Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Consultant. (e) Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Consultant is not a party. (f) Damage Repair. Supervision of repair of damages to any structure. (g) Extra Environmental Services. Additional work required for environmental conditions (e.g. asbestos or site conditions) not already contemplated within the Consultant's services for the Project.

3.9 City Responsibilities. City’s responsibilities shall include the following:

3.9.1 Data and Information. City shall make available to Consultant all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria. As part of the budget 347
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limitation information, the City shall provide the Consultant with a preliminary construction budget (“City’s Preliminary Construction Budget”).

3.9.2 Project Survey. If required pursuant to the scope of the Project and if requested by Consultant, City shall furnish Consultant with, or direct Consultant to procure at City’s expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information.

3.9.3 Bid Phase. Distribute Construction Documents to bidders and conduct the opening and review of bids for the Project.

3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings, test pits, and other tests as may be necessary to reveal conditions of the site which must be known to determine soil condition or to ensure the proper development of the required drawings and specifications.

3.9.5 Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental/hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations.

3.9.6 Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project.

3.9.7 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates Dennis Mejia, PE. Utilities Engineering Manager, or his or her designee, as the City’s contact for the implementation of the Services hereunder. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.9.8 Review and Approved Documents. Review all documents submitted by Consultant, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Consultant of decisions pertaining to such documents within a reasonable time after submission, so as not to cause unreasonable delay as provided in the excusable delay provisions of this Agreement above.

3.10 Compensation.

3.10.1 Consultant’s Compensation for Basic Services. City shall pay to Consultant, for the performance of all Services rendered under this Agreement, the total not to exceed amount of ONE HUNDRED EIGHT-SIX THOUSAND FIVE HUNDRED AND SIXTY-FIVE Dollars ($186,565) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit “B” and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.
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3.10.2 Payment for Additional Services. At any time during the term of this Agreement, City may request that Consultant perform Additional Services. As used herein, Additional Services means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Any additional work in excess of this amount must be approved by the City. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit “B” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the Parties. If City requires Consultant to hire consultants to perform any Additional Services, Consultant shall be compensated therefore at the rates and in the manner set forth in Exhibit “B” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the Parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Consultant shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3.

3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for the Services and Additional Services. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, which approval may be evidenced by inclusion in Exhibit “B” attached hereto. Such reimbursable expenses shall include only those expenses which are reasonably and necessarily incurred by Consultant in the interest of the Project.

Consultant shall be required to acquire prior written consent in order to obtain reimbursement for the following: (1) extraordinary transportation expenses incurred in connection with the Project; (2) out-of-town travel expenses incurred in connection with the Project; (3) fees paid for securing approval of authorities having jurisdiction over the Project; (4) bid document duplication costs in excess of $1,000; and (5) other costs, fees and expenses in excess of $1,000.

3.10.4 Payment to Consultant. Consultant’s compensation and reimbursable expenses shall be paid by City to Consultant no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and in accordance with the phasing and funding schedule provided in Exhibit “B” and the compensation rates indicated in Exhibit “B” attached hereto and incorporated herein by reference. In order to receive payment, Consultant shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Consultant shall never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit “B” attached hereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the Parties in a mutually agreeable manner.

Payments made for Additional Services shall be made in installments, not more often than monthly, proportionate to the degree of completion of such services or in such other manner as the Parties shall specify when such services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Consultant shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review 349
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the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the Parties in a mutually agreeable manner.

Upon cancellation or termination of this Agreement, Consultant shall be compensated as set forth in the termination provision herein.

3.10.5 Withholding Payment to Consultant. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the negligence, recklessness, or willful misconduct protected under the indemnification provisions of this Agreement. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City’s right to such sums. The City may keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losses, or damages as determined by the City, incurred by the City for which Consultant is liable under the Agreement or state law. Payments to the Consultant for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. Payment to the Consultant shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from Parties not within the Consultant’s reasonable control.

3.10.6 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and Since the total compensation is $1,000 or more, Consultant agrees to fully comply with and to require its consultants to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Consultant or its consultants to comply with the Prevailing Wage Laws.
(a) Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works project” of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain 350
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registration for the duration of the Project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant.

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

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

3.11 Notice to Proceed.

Consultant shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed.

3.12 Termination, Suspension and Abandonment.

3.12.1 Grounds for Termination; Consultant’s Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Consultant shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Consultant shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Consultant. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement, except as set forth herein, in the event of such suspension, abandonment or termination. Consultant may terminate this Agreement for substantial breach of performance by the City such as failure to make payment to Consultant as provided in this Agreement.

3.12.2 City’s Suspension of Work. If Consultant’s Services are suspended by City, City may require Consultant to resume such Services within ninety (90) days after written notice 351
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from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Consultant.

3.12.3 Documents and Other Data. Upon suspension, abandonment or termination, Consultant shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other Project Documents, as defined below, to which City would have been entitled at the completion of Consultant’s Services under this Agreement. Upon payment of the amount required to be paid to Consultant pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such Project Documents prepared by or on behalf of Consultant under this Agreement.

Consultant shall make such documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense.

3.12.4 Employment of other Consultants. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.13 Ownership and Use of Documents; Confidentiality.

3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, architectural presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the “Project Documents”) shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the Consultant or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within thirty (30) calendar days following completion of the Project, Consultant shall provide to City copies of all Project Documents required by City. In addition, Consultant shall retain copies of all Project Documents on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs. Before destroying the Project Documents following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.13.2 Right to Use. Consultant grants to City the right to use and reuse all or part of the Project Documents, at City’s sole discretion and with no additional compensation to Consultant, for the following purposes:
(a) The construction of all or part of this Project.
(b) The repair, renovation, modernization, replacement, reconstruction or expansion of this Project at any time;
(c) The construction of another project by or on behalf of the City for its ownership and use;
City is not bound by this Agreement to employ the services of Consultant in the event such documents are used or reused for these purposes. City shall be able to use or reuse the Project Documents for these purposes without risk of liability to the Consultant or third parties with respect 352
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to the condition of the Project Documents, and the use or reuse of the Project Documents for these purposes shall not be construed or interpreted to waive or limit City’s right to recover for latent defects or for errors or omissions of the Consultant.

Any use or reuse by City of the Project Documents on any project other than this Project without employing the services of Consultant shall be at City’s own risk with respect to third parties. If City uses or reuses the Project Documents on any project other than this Project, it shall remove the Consultant’s seal from the Project Documents and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Project Documents on such other project.

3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents and any intellectual property rights therein. Consultant shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement.

3.13.4 Right to License. Consultant represents and warrants that Consultant has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Consultant prepares or causes to be prepared pursuant to this Agreement. Consultant shall indemnify and hold City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Consultant makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Consultant and provided to Consultant by City.

3.13.5 Confidentiality. All Project Documents, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant to the extent they are not subject to disclosure pursuant to the Public Records Act. All Project Documents shall not, without the written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City.

3.14 Indemnification.

3.14.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall 353
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survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

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

3.15 Insurance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.15.1 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, Consultant shall, at its expense, procure and maintain in full force and effect for the duration of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

3.15.2 Additional Insured. The City of Ontario, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.15.3 Commercial General Liability
(a) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (b) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. Commercial General Liability Insurance must include coverage for the following:
(i) Bodily Injury and Property Damage
(ii) Personal Injury/Advertising Injury
(iii) Premises/Operations Liability
(iv) Products/Completed Operations Liability
(v) Aggregate Limits that Apply per Project
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(vi) Explosion, Collapse and Underground (UCX) exclusion deleted
(vii) Contractual Liability with respect to this Contract (viii) Broad Form Property Damage
(ix) Independent Consultants Coverage
(c) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(d) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(e) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.

3.15.4 Automobile Liability
(a) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(b) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(c) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status.
(d) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.

3.15.5 Workers’ Compensation/Employer’s Liability
(a) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
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(b) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this Section.

3.15.6 Professional Liability (Errors and Omissions)
(a) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

3.15.7 Minimum Policy Limits Required
(a) The following insurance limits are required for the Agreement:

Coverage Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $2,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $2,000,000 per claim and aggregate (errors and omissions)
(b) If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.
(c) Defense costs shall be payable in addition to the limits. (d) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. 356
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3.15.8 Evidence Required
(a) Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

3.15.9 Policy Provisions Required
(a) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(b) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(c) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(d) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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3.15.10 Qualifying Insurers
(a) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.15.11 Additional Insurance Provisions
(a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(c) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (d) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

3.15.12 Subconsultant Insurance Requirements
(a) Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

3.16 Records.

Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable.

Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement.
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3.17 Standardized Manufactured Items.

Consultant shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City’s criteria to the extent such criteria do not interfere with building design.

3.18 Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described herein. Any additional or subsequent construction at the site of the Project, or at any other City site, will be covered by, and be the subject of, a separate Agreement for engineering services between City and the Consultant chosen therefor by City.

3.19 Mediation.

Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the Parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the Parties.

3.20 Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

3.21 Asbestos Certification.

Consultant shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos-containing material or other material deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Consultant prepares for the Project. Consultant shall require all consultants who prepare any other documents for the Project to submit the same written certification. Consultant shall also assist the City in ensuring that contractors provide City with certification, in writing and under penalty of perjury, that to the best of their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. These certifications shall be part of the final Project submittal. Consultant shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included.

3.22 No Third Party Rights.

This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein.
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3.23 Governing Law.

This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in San Bernardino County.

3.24 Exhibits and Recitals.

All exhibits and recitals contained herein and attached hereto are material parts of this Agreement and are incorporated as if fully set forth.

3.25 Severability.

Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.

3.26 Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

3.27 Safety.

Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed.

3.28 Harassment Policy.

Consultant shall provide a copy of the City's Harassment Policy to each of its employees assigned to perform the tasks under this Agreement. Consultant shall submit to the City's Personnel Manager a statement signed by each of its employees who are assigned to perform the Services under this Agreement certifying receipt of City's Harassment Policy and certifying that they have read the Harassment Policy. A finding by the City that any of Consultant's employees has harassed a City employee shall be grounds for appropriate discipline, up to and including such employee's removal from performance of this Agreement at City's request.

3.29 Delivery of Notices.

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

CITY:

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

Pacific Advanced Civil Engineering, Inc.
17520 Newhope Street, Suite 120
Fountain Valley, CA 92708
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Attn: Dennis Mejia, P.E.,
Utilities Engineering Manager
Attn: Duncan Lee, P.E.

Principal, QA/QC Manager – Utilities Division

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.30 Time of Essence.

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

3.31 City’s Right to Employ Other Consultants.

City reserves right to employ other consultants, including designers, in connection with this Project or other projects.

3.32 Prohibited Interests.

3.32.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.

3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.33 Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal or state law.

Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.34 Labor Certification.

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

As specified in this Agreement, Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement.

3.36 Supplemental Conditions.

Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference.

3.37 Entire Agreement.

This Agreement, with its exhibits, contains the entire agreement of the Parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the Parties hereto. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all Parties hereto.

SIGNATURES ON FOLLOWING PAGE
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SIGNATURE PAGE FOR DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND PACIFIC ADVANCED CIVIL ENGINEERING, INC.

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

CITY OF ONTARIO PACIFIC ADVANCED CIVIL ENGINEERING,
INC
By:

Its:

Printed Name:

By:

Its:

Printed Name:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
Approved By:

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

City Clerk
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EXHIBIT "A"

SCOPE OF SERVICES
FOR

PROVIDING PROFESSIONAL DESIGN SERVICES
FOR
JOHN
GALVIN PARK WATER TREATMENT PLANT UPGRADES (UT1089)
The Consultant is responsible for providing the following general Scope of Services:

1. GENERAL REQUIREMENTS.

John Galvin Park is located on the southeastern comer of 4th Street and Cucamonga A venue in Ontario, California and houses several key water infrastructure facilities, including two water storage reservoirs (1074-IA and 1074-IB), two groundwater wells (Nos. 44 and 52), a booster station with three pumps supplying the 1212 pressure zone and one pump serving the 1348 pressure zone, as well as an ion exchange (IX) treatment facility which has a production capacity of 5,000 gallons of drinking water per minute. The IX treatment facility discharges brine into a brine waste line that can accommodate up to 45 gallons per minute of permitted brine waste.

Additionally, the site contains a decommissioned water purification plant and a Chlorination station that are no longer in use (See Attachment-I).

Wells No. 44 and 52 extract raw groundwater with nitrate and perchlorate levels that exceed drinking water standards and are treated at the John Galvin IX Treatment Facility. The treated water is blended with a portion of raw groundwater and then undergoes chlorination to produce the final blend. This treated water is stored in the 1074 reservoirs for distribution within the 1074 pressure zone or can be boosted into the 1212 or 1348 pressure zones.

Currently, Wells No. 44 and 52 cannot operate simultaneously or consistently over a period of three months or more due to groundwater quality constraints. The raw groundwater contains nitrate, perchlorate, dibromochloropropane (DBCP), per- and polyfluoroalkyl substances (PFAS), and total coliform bacteria (TCB). There are no fecal coliform bacteria in these wells.

The John Galvin IX Treatment Facility's treatment technology is outdated, and replacement control hardware is no longer manufactured. The resin media has reached the end of its service life and is starting to break down. Additionally, when boosted, the current infrastructure cannot meet the calculated contact time for 4-log viral inactivation before reaching the first customer in the 1212 pressure zone. The first customer is located directly across the street (Cucamonga A venue) from the booster pump station.

The existing IX facility may require reconfiguration, expansion, or complete reconstruction to integrate updated IX technology. Treatment may utilize single-use IX resins, regenerative IX resins, or any combination of the two. The existing facility has a brine line that may be used to dispose of wastewater from regenerative resins. Biological treatment for nitrate and perchlorate is not a preferred option and should not be considered. 4-log viral inactivation should be achieved either by reconfiguring and/or extending on-site pipelines or repurposing the decommissioned water purification plant and/or a chlorination station as a contact chamber.

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The successful Consultant will provide design recommendations (not the design itself) to enable the simultaneous and continuous operation of Wells No. 44 and 52; ensuring adequate chlorine contact time to inactivate TCB using a 4-log viral inactivation standard; updating the IX treatment plant's technology to reduce nitrate, perchlorate, and PF AS concentrations to meet drinking water standards (Treatment of DBCP is not needed at this time; however, future design might be required if the DBCP levels increase over time or regulations change); provide sufficient water supply from both wells to meet the demands of the 1074, 1212 & 1348 pressure zones.

1.1 Basic Services. Consultant agrees to perform all the necessary professional, engineering ( e.g. mechanical, electrical, plumbing, structural, civil, site engineering), and any other necessary engineering services mutually agreeable to the parties for the Project in a timely and professional manner, consistent with the standards of the profession, including those provided for herein.

1.2 Exclusions from Basic Services. The following services will be excluded from the basic services listed above: "NIA", NOT APPLICABLE.

1.3 Communication with City. Consultant will participate in consultations and conferences with authorized representatives of City and/or other local, regional, or State agencies concerned with the Project, which may be necessary for the completion of the Project or the development of documents in accordance with the applicable standards and requirements of law and the City. Such consultations and conferences will continue throughout the planning and development of the Project. Consultant will take direction only from the City's Representative, or any other representative specifically designated by the City for this Project, including any Construction Manager hired by the City.

1.3 .1 Weekly Project Check-ins. Consultant will provide a minimum of one brief weekly project update via telephone call to the City's Project Manager and follow-up the telephone call with a brief email to summarize the discussion. The Weekly Check-in will include: current project status; tasks or items completed since last project update; tasks and items expected to be completed in the coming week; any issues that may affect project status; and any action items for the Consultant and City.

1.3.2 Meeting Agendas and Minutes with Action Items. Agendas, with attachments, will be sent at least one full business day prior to the date of the meeting. Meeting Minutes ( draft and final) with Action Items will be sent within three business days after: all Meetings regarding the Project, including meetings with the City or any other parties; and after all Project communications regarding change in project status.

1.3.3 Monthly Billings. Invoices will include, at a minimum, number of hours budgeted for each task or sub-task, number of hours spent during the month and cumulative for the project. In addition, the monthly invoices will identify labor, indirect and other project related costs incurred during the month and brief description of the activities. Consultant will provide to the Project Manager one (1) electronic copy (smart pdf).

1.3.4 Monthly Billing Status Reports. A Monthly Billing Status Report will be submitted with the Monthly Billing Invoice, which includes: summary of work completed and Ex. A-2 (BB&K2020)
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review of work status relative to budget and schedule. Any divergences between work completed and budget expended and schedule needs to be specifically explained and addressed to avoid future budget short-comings and delays in schedule.

1.3.5 Updated Project Schedule. The Project Schedule will be updated monthly, or whenever there is an expected change to the deliverables schedules and will address any deviation from the schedule, if any. Updated project schedules will be sent with the appropriate weekly check-in.

1.3.6 Updated Project Budget. The Project Budget (including an itemized Costs Estimate) will be updated whenever there are changes that are expected to significantly impact estimated Project Budget, and at a minimum, with the completion of each task.

1.3.7 Kickoff Meeting: Consultant will organize, prepare and facilitate the Project Kickoff Meeting. The kickoff meeting will include an agenda and a review of project scope, schedule, establish project communication procedures, define project deliverables, and meeting schedule.

1.3.8 Decision Log: Consultant will maintain a decision log in order to record the decisions made by the project team. The decision log will contained all decisions, including those made during the technical workshops, project meetings, telephone conversations and emails.

Decision Log at the minimum will include the following heading: item number, date, item action description, decision made, action taken, notes.

1.3.9 Format of Deliverables: Consultant will submit all original documents in one or more of the followings formats as directed to by the City: MS Word, MS Excel, MS Project, MS Power Point, PDF, AutoCAD, Arc GIS.

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PROJECT TASKS
Consultant will provide Professional Engineering services for a feasibility study (FS) and preliminary design report (PDR) for Upgraded John Galvin Park Water Treatment Plant (Project).

This scope of work for Professional Engineering services is based on a set of assumptions as described below. The scope includes two tasks (and one optional task) with numerous subtasks, as follows:

Task 1 - Feasibility Study (FS) and Preliminary Design R�ort (PDR) Objective: Consultant shall prepare a draft and final FS and PDR for the Project, along with site improvements Plans consistent with City's standards, master plans, existing property limits and requirements from other agencies. These guidelines are available at the City's website (https:/ /www.ontarioca.gov/Engineering/Design Guidelines).

Task 2 - CEOA Compliance
Objective: Prepare appropriate environmental documentation to fulfill CEQA requirements associated with the project. This proposal is limited to identifying the appropriate CEQA pathway and recommending required technical studies. Preparation of any CEQA documents ( e.g., IS/MND, EIR, or appendices) is not a part of this current scope.

Task 3 - Additional Optional Services
Objective: Provide the Consultant an opportunity to identify any additional work that may be beneficial to the Project that is not otherwise already specified in this Scope of Work.

TASK 1 - FEASIBILITY STUDY (FS) AND PRELIMINARY DESIGN REPORT (PDR) Task 1.1 Project Kick-Off Meeting
Consultant shall review all available guidelines, record drawings and general requirements for the project in preparation for the kickoff meeting.

The kickoff meeting will be required with Ontario Municipal Utilities Company (OMUC) to discuss design criteria, performance requirements, and project approach. • Consultant will begin this project with a kick-off meeting with City staff. This meeting is a key opportunity for City representatives and the Consultant team to steer and further clarify critical elements of the project. The meeting agenda will focus on the project understanding, team member involvement, project constraints, project progress, and anticipated design development impediments. This meeting will also include a review of background information and project scope as well as an overview of the project schedule, objectives, milestones and details.
• Consultant will interview key personnel of the Engineering, Water Production, and Operations staff to incorporate design preferences and fully understand the issues influencing the project.
• Consultant will establish a single point of contact and commit that person for the duration of the Project to provide timely information relative to the Project issues.

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• Consultant will prepare project weekly status reports, meeting minutes and recognize critical issues early on to discuss and resolve them with City staff. • The project requires project management which includes project setup, scheduling, controlling, and correspondence. Correspondence includes telephone conversations, emails, project status reports, monthly status reports, project memorandums when necessary and detailed monthly invoices.

Task 1.2 Outside Agency Coordination
The successful implementation of the project will include coordination with Southern California Edison (SCE), Division of Drinking Water (DDW), Chino Basin Desalter Authority (CDA), Inland Empire Utilities Agency (IEUA), LA County Sanitation Districts (LACSD), and various other agencies. The Consultant will establish a point of contact from each agency that will be able to provide any technical input and submit all necessary plans and specifications to secure all approvals and permits that will be necessary to construct the project. Consultant, on the City's behalf, shall procure all permits, waivers, licenses and other authorizations necessary to accomplish work.

The Project involves two distinct brine conveyance segments: (1) the IEUA/LACSD Brine Line, a gravity system located at Council A venue and the 1-10 Freeway where the City system discharges-owned by LACSD and operated, maintained, and overseen for compliance by IEUA-which is not part of this evaluation; and (2) the City Brine Force Main, consisting of dual 4-inch pressurized pipelines conveying regeneration waste from the John Galvin Treatment Facility to the IEUA/LACSD connection point. All references to the "brine line" in this Scope of Work shall refer exclusively to the City Brine Force Main, which has been reported to exhibit internal scaling and reduced hydraulic capacity. The Consultant shall evaluate the City Brine Force Main by reviewing available inspection data, operational records, and maintenance history, identifying data gaps, and proposing and performing additional field investigations if necessary to assess condition, remaining service life, and potential mitigation or rehabilitation needs.

Data relevant to the required engineering work will be identified, collected, and assembled. The primary purpose will be to identify data required from the City, utility companies, permittee, agencies with vested interest in the project (e.g. SCE, DDW, CDA, and various other agencies) and other sources to ensure that the design proceeds in accordance with the requirements of the many entities involved. Information will include, but not be limited to, existing maps, reports, record drawings and other data that are readily available in hardcopy or electronic format. A list of all the requested documents collected under this task, including a brief item description, will be provided to the City.

Task 1.3 Surveying
Complete surveying and aerial mapping of the site will be performed. These services will provide for topographic survey and verification of existing elevations and slopes. Consultant will provide the following surveying services:
• Obtain permits (applications) as required from other agencies • Research county records for survey control,
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• Establish survey ground control for aerial mapping using NAD83 coordinates and City/County benchmarks, and
• Provide aerial mapping by photogrammetric methods at 40-scale, one foot contour intervals, width of survey shall be R/W to R/W (CADD & PDF files) Task 1.4 Potholing Services
Record data research of utility record drawing information may fail to accurately identify both vertical and horizontal locations of subsurface facilities. Where detailed information is required to construct a tie-in connection or avoid crossing interferences and conflicts, potholing will be used to verify horizontal and vertical depths.

Consultant shall be responsible for developing a potholing plan for locating and profiling existing U/G utilities and submit to City for approval. After the City's approval, consultant shall be responsible for conducting the required potholing. For the purpose of providing a fee for this scope, consultant shall assume that there will be 15 pothole locations at a depth of 8 feet.

Pothole repair includes slurry backfill with permanent hot asphalt mix pavement repair per City Standards (Attachment-2). Consultant will obtain an encroachment permit for the potholing from the City. Encroachment permit fee will be waived.

Upon completion of potholing, Consultant shall submit to the City the Potholing Report describing all findings in PDF format.

Task 1.5 Geotechnical Investigation
The Consultant shall perform a detailed geotechnical investigation and prepare a report for the Project. The report shall include but is not limited to: a minimum of 3 borings at the site, to determine subsurface conditions and site geology, soil bearing capacity, presence of rock and rock removal capability factors/analysis, anticipated excavation characteristics of materials at the proposed sites, groundwater conditions and dewatering, R-values, moisture content, density, gradation, consolidation, expansion, soil contamination issues, laboratory test results (max density, sieve analysis, Atterberg limit), soil corrosivity, soil chemistry test results (pH, resistivity, sulfate content), corrosion protection and control, pipeline bedding requirements, suitability of native material for backfill, and shoring recommendations. Additional borings, if necessary and agreed to by the OMUC Project Manager shall be completed after a written contract change order is approved. Consultant shall incorporate any and all geotechnical requirements into the planning and design phases of the Project in conformance with the industry standard of care. Consultant will obtain an encroachment permit for the potholing from the City. Encroachment permit fee will be waived.

Pothole repair includes slurry backfill with permanent hot asphalt mix pavement repair per City Standards (Attachment-2). Consultant will obtain an encroachment and traffic control permit for the potholing from the City. Encroachment permit fee will be waived.

Consultant shall summarize all findings, results, and recommendations into a draft geotechnical investigation report. Three (3) copies and one ( 1) electronic copy of the draft geotechnical report Ex. A-6 (BB&K2020)
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shall be submitted for review. OMUC comments shall be incorporated and three (3) copies and one (1) electronic copy of the final geotechnical report shall be submitted.

Task 1.6 Site Layout. SCADA and Instrumentation Workshop and Technical Memorandum The primary purpose of the workshop will be to define requirements for the ultimate layout of the site, including facilities that will be constructed as part of this project and those that will be constructed in the future, and to define SCADA system requirements such that seamless integration of the new facility with the existing SCADA system will be readily achieved. A workshop will be conducted with the City Water Production staff to:
• Discuss operational needs and optimal site layout requirements, • Discuss the City's existing SCADA system configuration, SCADA workshop shall include cybersecurity assessment and data communication/integration protocols. • Define equipment standardization requirements,
• To define the line of demarcation between the Consultant and the City's SCADA consultant,
• To discuss other instrumentation and control issues as required. • Discuss lead times of equipment and if certain equipment may be ordered by the City and listed as "owner supplied" in the plans and specifications in order to minimize procurement and construction time
• Discuss site security needs and requirements
• The consultant shall evaluate site configuration and layout constraints given the facility's proximity to John Galvin Park. The work plan shall address construction staging limits, restricted site access, and required coordination with adjacent recreational uses. The design shall modernize existing treatment vessels and, to the extent practicable, remain within the current OMUC facility footprint. If expansion is required, the consultant shall assess technical feasibility and impacts of acquiring additional land from the City Park or parcels across Cucamonga Street, considering hydraulic connectivity, brine line capacity, and long-term operational efficiency. • Discuss operational considerations associated with the existing brine line's reduced capacity, including potential impacts to IX regeneration waste flows, SCADA controls for brine discharge rates, and required coordination with IEUA/LACSD for allowable discharge volumes.

The Consultant shall compile the findings of the workshop into a technical memorandum for review and approval by the City.

Task 1. 7 Opinion of Probable Construction Cost
An initial opinion of probable construction cost will be prepared and will include construction costs, engineering costs, appropriate contingencies, and an allowance for administrative costs. The cost estimate will incorporate the Consultant's experience with similar projects as well as current, market-driven construction costs. Contact will be made with equipment suppliers and manufacturers to obtain budget pricing for major equipment items.

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The initial opinion of probable construction cost will be included as a section in the PDR. The Consultant will provide opinion of probable construction cost which will form the basis upon which the bid schedule items and quantities will be developed.

Task 1.8 Project Schedule
An initial project schedule will be prepared including PDR development, design, bidding, construction and post construction activities. The City will be advised on the schedule impact of project technical decisions and the project schedule will be consistently updated (on at least a monthly basis) to reflect current project status. The project schedule will be included as a section in the PDR and will be updated throughout the course of the project.

Task 1.9 Feasibility Study (FS) & Workshop
Anticipate a City review for both the draft and final FS. The Consultant will hold one 4-hour workshop for the initial submittal of the Draft FS to walk through the findings and recommendations. Consultant will prepare an agenda for OMUC's review prior to the meeting.

Consultant will draft meeting minutes with action items to be distributed within five working days following the meetings. Consultant will hold one additional workshop prior to finalizing the FS.

At a minimum, the FS shall include the following:

1. John Galvin IX Treatment Facility Evaluation: Determine whether upgrading or reconstructing the facility is the most cost-effective approach.

2. Technology Selection & Cost Efficiency:
a. Evaluate various IX treatment technologies and their cost-effectiveness for nitrate and perchlorate
b. Evaluate IX or Granular Activated Carbon (GAC) treatment technologies and their cost-effectiveness for PF AS

3. Resin Selection & Cost Analysis:
a. Identify suitable resins for treating nitrate and perchlorate either sequentially or simultaneously. Considering the following elements, potential need for multiple treatment trains, and operations and maintenance (O&M) costs (e.g., brine line usage, resin replacement, lifecycle costs).
b. If IX is considered for PF AS analytes, identify suitable resins and assess the potential need for multiple treatment trains and O&M costs; If GAC is considered for PF AS analytes, determine the best raw material and porous structure.

4. 4-Log Viral Inactivation: Assess whether the chlorine contact time can be achieved by:
a. Reconfiguring existing or installing additional piping, or b. Ifrepurposing the decommissioned purification plant and/or Chlorination station as a contact basin is more cost-effective
c. Evaluating additional treatment processes, such as ultraviolet (UV) or ozone.

5. Site Constraints: Determine preliminary site layout considering Project footprint is limited due to the surrounding area being a public park.

6. Brine Line Capacity Evaluation and Resin Technology Cost Implications a. Existing Brine Line Condition and Capacity Assessment:

The Consultant shall evaluate the current condition of the existing brine line, Ex. A-8 (BB&K2020)
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including scaling, mineral buildup, hydraulic restrictions, and any structural or operational deficiencies that reduce its ability to convey regeneration waste. The assessment shall identify:
• Probable remaining hydraulic capacity
• Long-term impacts on IX regeneration processes
• Required corrective actions, cleaning, rehabilitation, or replacement • Cost ranges and constructability considerations for each corrective alternative
b. Impact on Rechargeable (Regenerable) Resin Alternatives:

Because rechargeable IX resin generates brine waste that must be discharged into the regional brine line, the FS shall analyze:
• Whether the existing brine line can reliably support future regeneration discharge
• Required mitigation, rehabilitation, or upsizing costs needed to restore full capacity
• How these costs affect lifecycle cost comparisons for resin technologies • Additional permitting requirements from IEUA/LACSD for increased brine loading
• Brine line rehabilitation or mitigation costs shall be added to the total cost of ownership for rechargeable IX resin alternatives.
c. Impact on Disposable Resin Alternatives:

Disposable IX resin does not require use of the brine line; however, these alternatives incur other operating and capital costs, including:
• Spent resin disposal and transportation costs
• Frequency of replacement
• Vendor-specific disposal or incineration fees
• Potential hazardous waste classification and permitting requirements • The FS shall incorporate these costs into the lifecycle evaluation and compare them against the rechargeable resin scenarios including the cost of brine line rehabilitation.
d. Lifecycle Cost Comparison Requirement:

The Consultant shall prepare a comprehensive lifecycle cost evaluation that includes:
• Capital costs
• O&Mcosts
• Equipment replacement intervals
• Brine disposal or resin disposal costs
• Brine line mitigation/rehabilitation/upgrade costs (for rechargeable resin) • Long-term regulatory risk (e.g., PFAS disposal regulations, brine discharge limits)
The FS must clearly identify the most cost-effective and operationally reliable treatment approach when all brine-related costs are accounted for.

Consultant shall summarize all findings, results, conclusions and recommendations.

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Consultant will submit 5 copies and a PDF file along with one copy in electronic Microsoft "Word" format for each iteration of the FS.

Funding Alignment and Report Format:

The Feasibility Study (FS) shall be developed in a format consistent with the U.S. Bureau of Reclamation (USBR) Title XVI Water Reclamation and Reuse Program requirements, as outlined in the USBR Feasibility Study Guidelines. The FS shall also be suitable for inclusion in future applications under the USBR WaterSMART PF AS Treatment Grant Program and the State Water Resources Control Board (SWRCB) State Revolving Fund (SRF) programs for PF AS and other emerging contaminant mitigation in drinking water.

The Consultant shall ensure that all supporting analyses, cost estimates, alternative evaluations, and benefit-cost documentation meet the minimum technical standards of these programs, enabling the City to use the completed study for future federal and state funding submittals without substantial revision.

Task 1.10 Preliminary Design Report {PDR) & Workshop
Anticipate a City review for both the draft and final PDR. The Consultant will hold one 4-hour workshop for the initial submittal of the Draft PDR to walk through the updated findings of the City selected recommendation from the Feasibility Study. Consultant will prepare an agenda for OMUC's review prior to the meeting. Consultant will draft meeting minutes with action items to be distributed within five working days following the meetings. Consultant will hold one additional workshop prior to finalizing the PDR.

At a minimum, the PDR shall include the following:

1. Updates to all the documents from the Feasibility Study Phase as needed

2. Preliminary site layout

3. Preliminary connection detail

4. Preliminary drawing list

5. Preliminary Specifications, Table of Contents

6. Construction scheduling requirements to be included in the construction documents

7. Project schedule including design, bidding, and construction activities

8. Coordination with CDA and other agencies

9. Update to the opinion of probable construction cost analysis

10. Coordination with CDA, and other agencies

11. The City welcomes Consultant input regarding the potential benefits and feasibility of Design-Build delivery for future phases.

12. Provide updated cost analysis and design recommendations that incorporate the results of the brine line condition assessment, including any required rehabilitation, cleaning, or replacement, and refine the resin-type selection based on updated brine line capacity and lifecycle cost impacts.

Consultant shall summarize all findings, results, conclusion and recommendations.

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Consultant will submit 5 copies and a PDF file along with one copy in electronic Microsoft "Word" format for each iteration of the PDR.

TASK 2 - CEQA COMPLIANCE
Consultant shall provide planning-level CEQA services to determine the CEQA pathway and list the documents and technical studies required to implement that pathway. Consultant will not prepare, model, file, or publish any CEQA documents or technical studies under this task.

TASK 3 - ADDITIONAL OPTIONAL SERVICES
Consultant is encouraged in its proposals to identify any additional work that is not specified in this Scope of Work that would be, in its opinion, necessary to complete the project as defined herein. Consultant may propose additional services that in its opinion will improve the efficiency and quality of the project. If identified, the additional work or services must be included in the proposal as optional services in the Consultant's Fee Schedule. Any optional services proposed will only be completed with written approval by OMUC.

Ex. A- 11 (BB&K2020)
46700.00100\33865500.1
374
46700.00100\33865500.1
Ex. A - 12 (BB&K 2020)

Attachment -1:

Site Map
375
376
46700.00100\33865500.1
Ex. A - 13 (BB&K 2020)

Attachment -2:

Pothole Repair Detail
377
46700.00100\33865500.1
Ex. A - 18 (BB&K 2020)
Att.-D: Coring or Bore Hole Replacement Detail
378
379

TRANSMITTAL LETTER
January 30, 2026
City of Ontario
303 East “B” Street
Ontario, CA 91764-4196
To Whom It May Concern,
PACE is pleased to submit our proposal for design services for the John Galvin Park Water Treatment Plant Upgrades Project (UT1089). Attached please find our complete proposal, including our qualifications and fee proposal.

We appreciate the opportunity to serve the City of Ontario and look forward to the successful delivery of this project. I am authorized to execute legal documents on behalf of PACE, and our team agrees to provide services in accordance with the Request for Proposal (RFP) and to be bound by its terms and conditions. Please feel free to contact me if you have any questions or require additional information.

Sincerely,
Re: Professional Engineering Services Proposal for John Galvin Park Water Treatment Plant Upgrades (UT1089)
Duncan S. Lee, PE
Principal, QA/QC Manager - Utilities Division
mobile: (714) 553-6967 office: (714) 481-0662 e-mail: [email protected] 17520 Newhope Street, Suite 200 - Fountain Valley, CA 92708 C610 // CITY OF ONTARIO JOHN GALVIN PARK
380

EXECUTIVE

SUMMARY
381
Some of our preliminary observations and approaches, which are also further addressed in our proposal for your consideration, include:
6 Engage Recreation & Parks Commission: While the RFP listed a number of key potential stakeholders and regulatory agencies for preliminary coordination to determine requirements, such as Southern California Edison (SCE), Division of Drinking Water (DDW), Chino Basin Desalter Authority (CDA), Inland Empire Utilities Agency (IEUA), and Los Angeles County Sanitation Districts (LACSD), PACE recommends additional optional engineering and architectural efforts to also coordinate with the City’s Recreation & Parks Commission since the Project will potential impact John Galvin Park and the programs defined in the Recreation & Parks Master Plan. 6 Pursue CEQA Exemption: Since this park site has numerous existing water infrastructure components, from multiple storage reservoirs, two (2) wells, a pump station, an abandoned treatment plant, and an active treatment plant with pressure vessels, the City’s Planning Department will likely support the use and reference of CEQA Exemptions for CEQA compliance for future improvements.

Additionally, it is a customary practice to include a bird nesting study on file for a project located in a park with numerous mature trees. 6 Treatment solutions should be evaluated holistically, not by contaminant alone. Treatment feasibility will be driven not only by contaminant removal performance, but also by operability, residuals management, and the ability to reliably operate both wells simultaneously. In particular, brine line capacity and integration with existing infrastructure will be key factors influencing viable treatment alternatives. PACE’s approach focuses on evaluating treatment solutions as integrated systems rather than isolated unit processes.
6 Residuals and brine management are likely to be a primary constraint. Based on the City’s emphasis on the existing brine line, preliminary observations suggest that residuals management may be a limiting factor for regenerable treatment technologies. PACE’s evaluation will quantify brine and waste streams early in the feasibility study and incorporate these impacts directly into alternative screening and lifecycle cost comparisons. This approach allows the City to understand not only what technologies work, but which are practical and sustainable given existing disposal constraints.

EXECUTIVE SUMMARY
The City of Ontario (“City”), through the Ontario Municipal Utilities Company (“OMUC”) is requesting proposals (“RFP”) from qualified firms for Design Services for John Galvin Park Water Treatment Plant Upgrades (UT1089) ("Project"). The first major Project deliverable will be a Feasibility Study (FS) to first evaluate a number of potential wellhead treatment solutions, then identify the most viable treatment solution to meet the water quality and operational requirements. After the OMUC has selected a specific recommended treatment solution with a preliminary site layout, the next deliverable will be a comprehensive Preliminary Design Report (PDR) of the selected option, including various tentative requirements from early coordination and discussion with potential stakeholders and regulators.

JOHN
GALVIN
PARK

PROJECT UNDERSTANDING
The objective of this study is to identify treatment solutions that reliably achieve regulatory compliance while supporting efficient, sustainable, and flexible operation of the City’s well facilities. The feasibility study will focus on practical solutions that balance treatment performance, residuals management, energy use, and operational simplicity.

Key project objectives include:
6 Identify effective and permittable treatment approaches to address current and anticipated water quality compliance requirements.
6 Quantify and, where feasible, minimize brine and waste generation to align with existing disposal and brine line constraints.
6 Evaluate impacts of treatment alternatives on power requirements, including effects on well pump discharge head and energy consumption. 6 Prioritize treatment solutions that are operationally simple, reliable, and compatible with the City’s existing facilities and staffing.

PROJECT OBJECTIVES

PRELIMINARY OBSERVATIONS AND APPROACHES
EXECUTIVE SUMMARY 1
C610 // CITY OF ONTARIO JOHN GALVIN PARK 382
As Project Manager for this effort, I offer the OMUC the benefit of a combined 30 years of municipal and public agency experience, including most recently 17 years as the Principal Civil Engineer for the City of Huntington Beach. My technical expertise includes municipal engineering for water, wastewater, and recycled water infrastructure in design and project management roles. Since joining PACE over 7 years ago, I have utilized my understanding of the typical municipal process to service municipalities like the City. This lets me put myself in your shoes as I direct our consultant team to best meet your needs.

Jacob Peterson (Engineering Manager) brings over two decades of civil and environmental engineering experience, beginning in 2004. Jacob’s experience includes advanced potable water treatment processes, specializing in emerging contaminant treatment, as well as complex mechanical/pumping systems, project management, regulatory compliance, PS&E development, bench-scale pilot testing, cost estimating, construction oversight and operations start-up and long-term support. He is highly skilled in coordinating project plans, specifications, and reports with multiple consultants to deliver efficient, constructible, and operable systems.

Victoria Whitener has more than ten years of consulting, experimental, and research experience addressing a wide range of water quality challenges within the water and wastewater industries. She leverages her strong engineering research background to deliver high-quality technical insight and innovative solutions to engineering design projects. Dr. Whitener excels at analyzing complex water quality issues and clearly communicating technical concepts to clients in an engaging and accessible manner. Her expertise includes the evaluation and pilot testing of water treatment systems to quantify the removal of constituents of concern, including metals, volatile organic compounds (VOCs), and per- and polyfluoroalkyl substances (PFAS). She has collaborated extensively with engineering professionals to develop and implement novel treatment solutions tailored to complex project needs.

Our anticipated subconsultants for this Project are:

Geotechnical
Topographic Survey
Potholing
As a highly specialized water engineering company, PACE proposes to support the City and the OMUC by developing a thoughtful evaluation and design approach that can meet the Project objectives, minimize and/or avoid taking more park land for water treatment, minimize liabilities to stakeholders, evaluate alternatives at a high-level master planning perspective, reduce impacts and costs, provide the greatest level of operational flexibility, address challenges, and consider future improvement projects.

PROJECT TEAM
PACE will perform a structured feasibility evaluation that integrates regulatory requirements, treatment performance, operational constraints, and lifecycle cost considerations to identify practical and defensible treatment solutions for the City’s wells. The approach emphasizes early identification of system constraints and focused evaluation of alternatives that support reliable operation and long-term compliance.

The proposed methodology includes:

Confirm regulatory requirements, compliance points, and monitoring obligations for current and anticipated contaminants.

Review and validate water quality, well performance, infrastructure, brine line, and controls/SCADA information.

Screen and develop treatment alternatives using DDW-recognized Best Available Technologies.

Evaluate treatment performance, disinfection contact time, hydraulic impacts, and residuals generation.

Assess lifecycle costs, operational complexity, and flexibility to accommodate future regulatory.

Compare alternatives using a structured, multi-criteria framework and recommend a preferred approach.

Prepare a Preliminary Design Report (PDR) based on the recommended treatment approach to support future design, permitting, and funding efforts.

PROPOSED METHODOLOGY
1 2
3 4
5 6
7 EXECUTIVE SUMMARY 2
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383
PACE offers a team of licensed civil engineers, advanced PhD water quality research specialists, electrical engineers and instrumentation and controls specialists who cohesively develop custom treatment solutions best suited for project sites. Together, our team offers several key qualifications:

EXPERIENCE AND TECHNICAL COMPETENCE
Lessons Learned to Optimize DesignCurrent PFAS Treatment and Design Experience
0201
Lessons learned from numerous recent GAC, ion
exchange and Greensand filtration projects ensures
well-functioning components, setup, and valve
controls.

PACE is currently serving as an on-call consultant
to Orange County Water District to design well-
head PFAS treatment systems to augment existing
facilities for six wells, and is performing evaluation, master planning and design for the City of Vernon’s
seven wells.

Wear “the City’s Hat” with Project
Manager that is Former Principal City
Engineer
03 Duncan Lee, PE, the team’s Project Manager, will
impart his in-depth understanding of municipal
facilities and challenges to seamlessly integrate the
team to serve as an extension of City staff.

In-house Piloting and Water Quality
Analysis Capabilities
04 Significant experience with piloting and bench-
scale testing of treatment systems provides process
optimization opportunities.

Proven Approach to Guarantee Cost
and Performance of Key Equipment
05 Performance-based specifications for vessels, valves and controls improves project schedule, reduces costs,
maximizes performance guarantees and increases
equipment quality.

Operated Numerous Wellhead
Systems
06 PACE has over a decade of experience operating
wellhead treatment systems, including oxidant dosing
control, backwash, media replacement and expansions.

Constructability and Operability
Background Ensures Buildable and
Low-Cost Reliable Operation
07 Background in design-bid-build, design-build, CMAR,
construction and operations of treatment facilities
to provide a unique insight into project designs to
improve constructability and minimize construction
cost and long-term maintenance costs.

EXECUTIVE SUMMARY 3
C610 // CITY OF ONTARIO JOHN GALVIN PARK 384
contents

TRANSMITTAL LETTER
EXECUTIVE SUMMARY ........................................................................ 1 IDENTIFICATION OF PROPOSER ......................................... 4

STAFFING RESOURCES
Organization Chart ..................................................................................................................... 5 Key Personnel Biographies ...................................................................................................... 5 Subconsultants ............................................................................................................................ 6 Key Personnel Resumes ............................................................................................................ 7 FISCAL STABILITY ......................................................................................... 10

EXPERIENCE & TECHNICAL COMPETENCE
About PACE .................................................................................................................................. 12 Project Management Approach ............................................................................................. 13 Technical Competence ............................................................................................................. 14 References ................................................................................................................................... 15 Project Specific Experience ..................................................................................................... 16

PROPOSED METHOD TO
ACCOMPLISH THE WORK ......................................................... 22 FEE PROPOSAL ............................................................................................... 29 INSURANCE ............................................................................................................ 30 LITIGATION ................................................................................................................ 32

OTHER INFORMATION
Key Qualifications ...................................................................................................................... 33 CERTIFICATION OF PROPOSAL ......................................... 34

APPENDIX
Resumes ........................................................................................................................................ i Non-Collusion Declaration ....................................................................................................... iv C610 // CITY OF ONTARIO JOHN GALVIN PARK
385

IDENTIFICATION

OF PROPOSER
386
This proposal has been signed by Duncan Lee, PE, who is authorized to execute legal documents on behalf of PACE.

Duncan S. Lee, PE
Principal, QA/QC Manager - Utilities Division
Legal Name and Address of Company
17250 Newhope Street, Ste 200
Fountain Valley, CA 92078 Primary Contact
Duncan Lee, PE
Principal, QA/QC Manager - Utilities Division
17250 Newhope Street, Ste 200
Fountain Valley, CA 92078
(714) 553-6967
Legal form of Company
Corporation, no parent Company
City Business License Number
City of Fountain Valley
License #0996602

IDENTIFICATION OF PROPOSER
C610 // CITY OF ONTARIO JOHN GALVIN PARK
IDENTIFICATION OF PROPOSER 4
387

STAFFING

RESOURCES
388

PROJECT MANAGER
Duncan Lee, PE
QA/QC
James Matthews, PE
subconsultants

1. Ninyo & Moore

2. Huitt-Zollars

3. BESS
Michael Putt, PG, CEG 1

GEOTECHNICAL
Michael Kremer, PLS 2
David Mackey, PLS 2
SURVEY
Victoria Whitener, PhD, EIT
Matthew Mills, PE

PROJECT ENGINEERS
Bashar Ishaq, MBA, PE, PMP
SR. ELECTRICAL ENGINEER
Ernesto Camerena
SR. INSTRUMENTATION &

CONTROLS SPECIALIST
Jacob Peterson, PE

ENGINEERING MANAGER
Michael Horne 3

POTHOLING
PACE has assembled a highly skilled team to
ensure the successful achievement of the project’s
objectives. In collaboration with Ninyo & Moore
for geotechnical engineering, BESS Testlab for
potholing, and Huitt-Zollars for surveying, our team
brings the expertise necessary to effectively guide
the project. You can have full confidence that both
the feasibility study and preliminary design report
will be conducted thoroughly and delivered to the
city with professionalism and on schedule.

The PACE team will be led by three key professionals who are committed to the project for its full duration and will not be replaced without prior approval from the City.

Duncan Lee, PE, will serve as Project Manager.

Mr. Lee brings over 30 years of experience working
with municipalities and public agencies, with
extensive expertise in the design and project
management of water, wastewater, and recycled
water infrastructure.

Jacob Peterson, PE, will serve as Engineering
Manager. Mr. Peterson’s experience includes the
advanced potable water treatment processes,
specializing in emerging contaminant treatment,
as well as complex mechanical/pumping systems,
project management, regulatory compliance,
PS&E development, bench-scale pilot testing, cost
estimating, construction oversight and operations
start-up and long-term support.

Victoria Whitener, PhD, EIT, will serve as
Senior Project Engineer. She has more than ten
years of consulting, experimental, and research
experience addressing a broad range of water
quality challenges within the water and wastewater
industries. Dr. Whitener leverages her strong
engineering research background to provide high-
quality technical insight and innovative solutions for
engineering design projects.

KEY PERSONNEL BIOGRAPHIES

STAFFING RESOURCES

ORGANIZATION CHART
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STAFFING RESOURCES 5
389

SUBCONSULTANTS
POTHOLING – BESS is a certified UNION Underground Utility Service Company established in 1995 as a privately owned C-Corporation. BESS provides a complete range of underground utility designation and utility mapping services to both private and public companies throughout California, Nevada, and Arizona.

BESS is committed to providing quality service that exceeds its clients’ needs and expectations using the most advanced technologies available.

GEOTECHNICAL – Ninyo & Moore is a multidisciplinary consulting firm that provides high-quality geotechnical and environmental consulting services. The firm was established in 1986 to provide consulting services in geotechnical engineering, construction inspection and testing, engineering geology, hydrogeology, hazardous waste remediation and environmental assessment. They are committed to being responsive, thorough, technically sound, and active in the business community. Ninyo & Moore serves its clients through 16 offices in California, Arizona, Nevada, Colorado, Utah, and Texas.

SURVEY – Huitt-Zollars, Inc. is a full-service engineering and surveying firm with 24 offices throughout the U.S. Founded in October 1975, Huitt-Zollars has a staff of 580 professionals, technical and support personnel with diversified skills, capable of handling highly complex multi-discipline assignments.

Huitt-Zollars is consistently ranked as a top design firm by Engineering News-Record and Architectural Record.

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390

EDUCATION
BS Civil Engineering California State University, Long Beach - 1985

LICENSE/REGISTRATIONS
Professional Engineer / CA – 44825
project manager
Duncan Lee,
PE
With 30 years of municipal experience, including 17 years as Principal Civil Engineer for the City of Huntington Beach, Duncan Lee specializes in the design and management of municipal water, sewer, and recycled water infrastructure. His work spans capital improvements, master planning, construction management, and asset planning for coastal California cities, with a proven ability to unite engineering, operations, maintenance, and consultants.

RELATED EXPERIENCE
City of Vernon Source Water Quality Assessment and Treatment Design – Vernon, CA PACE evaluated the City’s seven groundwater wells and designed treatment systems for iron, manganese, and PFAS. As Project Manager, Mr. Lee is leading a Master Plan to define feasible, standardized treatment approaches that ensure regulatory compliance and long-term water reliability, supported by pilot testing and evaluation of emerging PFAS media.

Orange County Water District / Golden State Water Company PFAS Well Treatment – Orange County, CA
Mr. Lee is the Project Manager for the design of treatment systems for six Golden State Water Company wells in Stanton, Garden Grove, and Placentia. The systems treat flows of 400 to 3,500 gpm using filtration and ion exchange based on an OCWD pilot study, and include feasibility studies for pump-to-waste drain connections.

City of Riverside Garner B Well PFOA/PFOS Treatment Pilot Testing – Riverside, CA Mr. Lee served as Project Manager for a condition assessment to evaluate rehabilitating an out-of-service GAC system as a full-scale PFOA/PFOS treatment pilot. After confirming feasibility, PACE developed plans to reactivate the system, including media flexibility and replacement of key components.

City of Huntington Beach Well 9 GAC Treatment System – Huntington Beach, CA Mr. Lee served as City Principal Engineer for the design of a 3,000 gpm (4.3 MGD) GAC treatment facility, overseeing testing, piloting, engineering, and startup support to validate biological treatment at Well 9 and other City wells.

City of Seal Beach Lampson Wellhead Treatment and Sewer Siphon – Seal Beach, CA The Lampson Water Well (4,000 gpm) was underused due to high H₂S. As Project Manager, Mr. Lee designed a BAC system with four 12-foot vessels to remove H₂S, cut chlorine use, and allow future PFAS treatment. PACE also added an inverted sewer siphon and 100 ft of pipeline to handle backwash wastewater.

Sweetwater Authority Iron and Manganese Well Treatment System – National City, CA Sweetwater Authority targeted iron- and manganese-caused color in National City’s drinking water. Mr. Lee oversaw a 3-month pilot of five treatment trains; the “Greensand Plus” system reduced contaminants below 5 ppb and removed 0.45-µm particles, limiting system buildup. The design includes backwash recovery, a new booster pump skid, on-site analyzers, and permitting support from PACE.

City of Huntington Beach Replacement of Well 1 with Well 1A – Huntington Beach, CA Led by Mr. Lee, this Huntington Beach well replacement improved reliability, blended with the neighborhood, houses equipment indoors, produces 2,500 gpm, has backup propane power, and includes chlorine and fluoride treatment in contained storage.

City of Huntington Beach New Well 12 – Huntington Beach, CA Led by Mr. Lee for the City of Huntington Beach, this water well on Boeing-leased commercial land features removable walls for maintenance. It can pump 3,000 gpm with a 300-hp motor and optional variable speed.

No backup equipment was included. Chlorine and fluoride are added at the wellhead, with chemicals stored in ventilated, double-walled c ontainment rooms.

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391

EDUCATION
BS Civil Engineering, California Polytechnic University, San Luis Obispo – 2008

LICENSE/REGISTRATIONS
Professional Engineer / CA 79146
Certified Water Efficiency Professional / 128195 (inactive)

PUBLICATIONS
Peterson, J.D., Murphy, R.R., Jin, Y ., Wang, L., Nessl, M.B., Ikehata, K. (2011) Health effects associated with wastewater treatment, reuse, and disposal. Water Environment Research 83:10, 1853-1875.
engineering
manager
Jacob
Peterson, PE
Jacob Peterson has 20+ years in civil and environmental engineering, specializing in water treatment, distribution, and pump systems. He designs cost-effective civil and mechanical solutions, oversees construction, and supports operations for complex water systems. He is experienced with GAC/BAC, ion exchange, reverse osmosis, and other groundwater treatment technologies, including pilot testing and process optimization.

RELATED EXPERIENCE
City of Vernon Source Water Quality Assessment and Treatment Design – Vernon, CA Mr. Peterson is serving as Sr. Project Engineer to assess water quality at the City’s seven active wells and design treatment systems to reduce manganese, iron, and PFAS. PACE will also create a Master Plan to identify the most effective treatment options and guide future designs for all wells.

Orange County Water District / Golden State Water Company PFAS Well Treatment – Orange County, CA
Mr. Peterson is Sr. Project Engineer for six Golden State Water well sites (up to eight wells). The pressure vessel system, treating 400–3,500 gpm with bag filters and ion exchange, follows OCWD’s pilot study. Designs meet treatment goals with alternative concepts for stakeholders. PACE will also study two private pump-to-waste connections to the public storm drain.

City of Riverside Garner B Well PFOA/PFOS Treatment Pilot Testing – Riverside, CA Mr. Peterson assessed the GAC treatment system for PFOA/PFOS pilot use, evaluated cost-saving treatment alternatives, and oversaw plans and modifications to reactivate the system, including media options and component replacements.

California-American Water Company Hexavalent Chromium Removal – Los Angeles County, CA
Mr. Peterson is managing a project to install SBA exchange systems and upgrade pumps at six California-American Water wells in East Pasadena and San Marino to remove hexavalent chromium exceeding the new MCL.

City of Seal Beach Lampson Well Treatment and Sewer Siphon – Seal Beach, CA The Lampson Water Well (4,000 gpm) was underutilized due to high H2S levels. Mr. Peterson led pilot studies using GAC, refining the process to select BAC. The final design removes odors, reduces chlorine, uses four 12-ft steel vessels, and allows future PFAS treatment. PACE also designed a 6-inch, 100-ft pipeline and inverted sewer siphon for backwash discharge.

City of Santa Monica Sustainable Water Infrastructure Project (SWIP) Advanced Water Recycling Facility – Santa Monica, CA
Mr. Peterson was Sr. Project Engineer for Santa Monica’s AWTF , a fully underground facility producing 1.0 MGD of purified water from wastewater and stormwater using a five-barrier treatment process to meet California Title 22 reuse standards.

Sweetwater Authority Iron and Manganese Well Treatment System – National City, CA Sweetwater Authority sought to remove iron- and manganese-caused color from National City’s water. As Sr.

Project Engineer, Mr. Peterson led a 3-month pilot using five treatment trains; the “Greensand Plus” system reduced contaminants below 5 ppb and removed 0.45 µm iron particles. The design includes backwash recovery, a booster pump skid, on-site analyzers, and PACE-assisted permitting.

Water Treatment Facility for Iron and Manganese Removal – Lakeside, CA As Sr. Project Engineer, Mr. Peterson designed a 500 gpm groundwater treatment facility that removes iron, manganese, and uranium to meet EPA standards, using filtration and ion exchange systems without complex chemicals. The compact design reduced costs, and PACE continues to provide testing and operational oversight.

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392

EDUCATION
PhD Civil Engineering, University of California, Los Angeles – 2020
MS Civil Engineering, University of California, Los Angeles – 2015
BS Civil Engineering, University of California, Los Angeles – 2014

LICENSE/REGISTRATIONS
Engineer in Training / CA
NCEES ID 15-615-42

PROCEEDINGS & PUBLICATIONS
Pilot Testing of PFAS Removal from a High TOC Surface Water.

AWWA Water Quality Technology Conference, Dallas, TX. 2022 Antibiotic Resistance Genes in Reclaimed Water for Irrigation in the Maneadero Valley, Mexico. American Chemical Society National Meeting, San Diego, CA. 2019.

A Comparative Analysis of the Fate of Antibiotic Resistance Genes in Parallel Secondary Wastewater Treatment Systems.

Water Microbiology Conference, Chapel Hill, NC. 2019.

Multi-Tiered Approach Utilizing Microbial Source Tracking and Human Associated-IMS/ATP for Surveillance of Human
Fecal Contamination in Baja CA, Mexico. Science of the Total Environment. 2018
project
engineer
Victoria Whitener,
PhD, EIT
Victoria Whitener brings 10 years of consulting, experimental, and research experience in water and wastewater quality. She leverages her engineering research expertise to deliver clear, innovative solutions for complex water quality challenges. Dr. Whitener specializes in evaluating and pilot-testing treatment systems to remove contaminants like metals, VOCs, and PFAS, collaborating with engineers to develop effective, novel solutions.

RELATED EXPERIENCE
California-American Water Company Hexavalent Chromium Removal – Los Angeles County, CA
Dr. Whitener is serving as Project Engineer to design a hexavalent chromium removal system for six California- American Water Company wells in East Pasadena and San Marino, all exceeding the new MCL. Four new strong base anion (SBA) exchange facilities will be built to treat the water, and existing well pumps will be upgraded to ensure adequate capacity through the SBA systems.

Santa Monica Sustainable Water Infrastructure Project (SWIP) Advanced Water Treatment Facility (AWTF) – Santa Monica, CA
PACE designed Santa Monica’s AWTF , producing 1.0 MGD of purified water from wastewater and stormwater while meeting Title 22 pathogen standards. Dr. Whitener helped troubleshoot the remineralization system to ensure water quality. The five-barrier process—MBR, cartridge filtration, RO, UVAOP , and chlorine—achieves pathogen credits through optimized design.

California-American Water Company Hexavalent Chromium Removal – Los Angeles County, CA
Dr. Whitener is the Project Engineer designing a hexavalent chromium removal system for six California- American Water Company wells in East Pasadena and San Marino, all exceeding the new MCL. New strong base anion (SBA) exchange facilities will be installed at four sites, and existing well pumps will be upgraded to ensure adequate capacity.

Kalaeloa Seawater Desalination Facility – Kapolei, HI
Dr. Whitener is the Design Engineer for the Kalaeloa Desalco seawater desalination facility near Barber’s Point, Oahu, HI. PACE, as Engineer of Record, oversees process design, wells, SWRO, chemical handling, filtration, water treatment, storage, delivery, electrical, controls, and SCADA. The facility will produce 1.7 MGD, expandable to 5.1 MGD. He also helped develop a post-treatment pilot system to ensure water quality and corrosion protection.

Sarival Water Reclamation Facility (WRF) – Goodyear, AZ The Sarival WRF treats 4.0 MGD (avg), 6.0 MGD (max day), and 10.0 MGD (peak) using MBR and chlorination to meet ADEQ Class A+ reuse standards. It features advanced headworks, CLR secondary treatment, four membrane trains, disinfection, and effluent pumping. Effluent goes to the Liberty Aquifer or a local irrigation canal. Dr. Whitener wrote the O&M Manual and startup sampling plan.

Pilot Testing of PFAS Removal from Surface Water – Lake Elsinore, CA Dr. Whitener led pilot-scale testing of Lake Elsinore at Canyon Lake WTP to evaluate PFAS removal, overseeing use of granular activated carbon, ion-exchange resin, and a specialty adsorbent, managing the testing program, and co-authoring the final report with technical recommendations for EVMWD.

Rapid Small-Scale Column Testing – Los Angeles County, CA Dr. Whitener applied RSST as a bench-scale method to predict adsorbent replacement at full-scale treatment plants. Projects included RSSCT studies for Fluorosorb media (Santa Clarita) and GAC (LACSD and Cal Water) for PFAS removal, with data analysis determining equivalent bed volumes before contaminant breakthrough.

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393

EXPERIENCE
& TECHNICAL

COMPETENCE
394

EXPERIENCE & TECHNICAL COMPETENCE
PACE, using our in-house water quality laboratory and staff, have piloted a multitude of PFAS/PFOS and other groundwater treatment technologies; including Ion Exchange, Activated Carbon and Engineered Proprietary Medias, as well as development of our own biological filtration process for specific contaminate removal in groundwater. In addition, PACE is currently performing design for PFAS treatment systems on six GSWC wells through Orange County Water District's program.

Current PFAS Treatment Experience to
Support Project Objectives
 A recent deployment of PACE's in-house piloting equipment tested various alternatives for a series of groundwater wells, guiding the final design of the most efficient treatment alternative.

With nearly 40 years of experience,
PACE is highly qualified in many areas of
water infrastructure and water quality
engineering. Our potable water expertise
includes, but is not limited to, the following:

ABOUT PACE
Pacific Advanced Civil Engineering, Inc. (PACE) is a specialized civil engineering firm headquartered in Fountain Valley, CA, dedicated to providing advanced water engineering solutions. We offer a wide range of engineering services related to water, wastewater, and stormwater management and water resource permitting and regulatory compliance to ensure projects are both economically viable and environmentally sustainable. Our engineering approach focuses on maximizing value by creating multi-use infrastructure systems, cost-effective phasing strategies, and systems that include environmental, aesthetic, and recreational uses. PACE staff members include licensed professional engineers with PhDs, university instructors, and policymakers in the water resources arena.

Our clients benefit from our experience with advanced water operations consulting, laboratory testing, pilot testing, and treatment facility design. PACE has successfully completed a variety of wellhead treatment and water quality improvement projects, including colored water treatment, corrosion and scaling control, taste and odor control, hydrogen sulfide removal, and removal of trace contaminants such as iron, manganese, arsenic, uranium, and fluoride. Our background has led us to emphasize compatibility, constructability, costs, and long-term ease of operations for treatment systems and operational improvements. 6 Field evaluations, including on-site water
quality monitoring, process improvement,
systems troubleshooting, and general
operational assistance
6 Field and in-house water analysis and
bench- and pilot-scale testing capabilities
6 Source water and finished water quality
management and improvement
6 Surface and groundwater treatment
system design, construction, and
operation
6 Water distribution (pipeline and pump
station) design and operation
6 Advanced knowledge of challenging water
chemistry, microbiology, and hydraulics
6 Disinfection byproducts control and
contaminant removal
6 Color, taste, and odor control
100
Incorporated Year 1987 /
State of California
Firm Type
Environmental /
Civil Engineering
Employees
(approx.) Firm
C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 12
395
Client Coordination
The Project Manager (Duncan Lee) will be the project’s primary source contact with the City. The Engineering Manager (Jacob Peterson) will be a secondary contact but only in the event that the Project Manager is not available. All correspondence with City, whether incoming or outgoing, will be through the Project Manager. The Project Manager will keep the City informed of the project progress on a bi-weekly basis unless otherwise indicated in the work plan or contract work scope. The bi-weekly progress reports will include at a minimum:

In addition to the progress reports, an Action Items Matrix (AIM) will be prepared, updated bi-weekly, and provided to the City. The AIM will identify actions to be accomplished, description of the activity, date for completion, and lead person responsible for ensuring the action is completed. 6 Schedule status
6 Work planned for upcoming month
6 Progress to date
6 List of issues which may affect schedule or deliverables and proposed resolution approach
PACE will provide a cohesive team of engineers and subconsultants with extensive experience to tackle the City’s project objectives. PACE will meet challenges head-on by working with the Project Manager and constantly collaborating with the City.

The Project Manager coordinates all planning and design work with all subconsultants and staff. Regular meetings or teleconferences will be held with applicable Project Team members and consultants to coordinates engineering study and/or design issues. Meeting minutes will be kept and retained in project files.

Subconsultant Management
Agreements with our subconsultants will be followed by detailed task orders delineating the budget, schedule, and scope. These task orders will be monitored for progress and compliance. We will track the resources and the costs against the planned targets to ensure the resources are efficiently employed. Our working history with subconsultants and the skill of our subconsultant team provide the basis for a well-managed project delivery.

Budget Control
Engineering costs will be controlled by frequent monitoring and early identification of any scope/design change affecting project costs. Construction cost estimates will be developed based on the preliminary design effort and using current costs for construction materials and techniques based on our recent/current experience and costing indexes. The estimate will then be compared to the City’s budget expectations and if a gap is present, discussions will take place to determine if value engineering or other actions are necessary. Invoicing will follow the City’s guidelines established at the start of each project. All invoices are reviewed by the Project Manager for accuracy and compliance prior to submittal to the City.

Work Location
Project Scheduling
All PACE project management efforts will be coordinated out of our headquarters office in Fountain Valley, CA. Regular coordination meetings will occur at the City offices, or using one of the many meeting and coordination resources we have available such as Teams or Zoom (video conferencing), which allow us to minimize budget for travel and meetings. However, in-person meetings will be encouraged at critical project durations (kick-off, conclusion of conceptual design, final design submittals, public outreach / agency coordination meetings, etc.).

PACE will use the MS Project scheduling system to continuously monitor project costs, labor, and progress. We will develop a conceptual milestone schedule based upon anticipated needs of the project and major task items. With each monthly progress report, PACE will submit an updated 4-week horizon schedule reflecting planned work. PACE will promptly notify the City of any changes in anticipated project progress and will submit an update detailed project schedule to City staff.

PROJECT MANAGEMENT APPROACH
C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 13
396

TECHNICAL COMPETENCE
PE
WST
HEM
LR
CAD
GIS
FM
CE
CM
ICEE
21 31 42 3 12 7 22 755 4
PE Professional Engineer (21)
WST Water/Sanitary Treatment/Infrastructure Engineer (31) HEM Hydraulic Engineer/Modeler (42)
LR Laboratory Researcher (3)
CAD Computer Aided Drafting (12)
EE Electrical Engineer (5)
IC Instrumentation & Controls (5)
GIS Geographic Information Systems (4)
FM Field Monitoring (7)
CE Construction Estimator (22)
CM Construction Management (4)
PACE is highly specialized in water resources engineering and, as such, is comprised of dedicated specialists in water treatment, storage, and conveyance. Our specialists include not only licensed professional civil engineers, but also PhDs highly specialized in emerging contaminant treatment mechanisms and efficiencies, mechanical engineers, electrical engineers, instrumentation and controls specialists, construction specialists, and even licensed water treatment operators. This in-house range of expertise allows us to offer advanced resources from start to finish on projects.

In-house R&D laboratory, facilitating fast-turnaround
water quality analysis and bench-scale testing.

Advanced hydraulic and water treatment calculation and
modeling capabilities utilizing MS Excel and modeling
software such as WaterGEMS, WaterCAD, BioWin and others.

Specialized analysis of break-through curves with GAC
and selective ion exchange medias to optimize sizing and media selection.

Extensive in-house library of equipment and treatment
systems for reference.

Strategic partnerships with construction and operations firms to gain additional access to constructability analysis, current construction costs, and operational perspective.

Long-standing relationships with equipment vendors
to provide guidance and recommendations for unique
treatment needs.

Additional highlights of the resources our team offers for this project study and future design include:

EXPERIENCE & TECHNICAL COMPETENCE 14
C610 // CITY OF ONTARIO JOHN GALVIN PARK 397

REFERENCES
City of Vernon Source Water Quality Assessment and Treatment Design Vernon, CA PACE evaluated water quality at seven groundwater wells to design PFAS wtreatment systems and a Master Plan ensuring regulatory compliance and long-term reliability.

REFERENCE
Joanna Moreno Civil Engineer
City of Vernon, 4305 S. Santa Fe Ave. Vernon, CA 90058
(323) 583-8811, [email protected]
Orange County Water District PFAS Well Treatment Orange County, CA PACE designed wellhead treatment systems for six sites and seven wells, using pre-filtration and ion exchange for perchlorate removal, with pump-to-waste studies and compliant, reliable water supply solutions.

REFERENCE
Laurence Esguerra Sr. Engineer
Orange County Water District, 18700 Ward Street, Fountain Valley, CA 92708 (714) 378-3330, [email protected]
PACE piloted PFAS removal at Riverside’s 1,560 gpm Garner B Well, testing alternative treatments.

City of Riverside Garner B Well PFOA/PFOS Treatment Pilot Testing Riverside, CA

REFERENCE
Fernando Romero Utilities Senior Water Engineer
City of Riverside, 900 Main Street, Riverside, CA 92522 (951) 826-5443, [email protected]
PACE upgraded the 4,000 gpm Lampson Well, with a biological activated carbon system. The design removes odors, lowers chlorine use, allows future PFAS treatment, and improves backwash discharge.

City of Seal Beach Lampson Wellhead Treatment and Sewer Siphon Seal Beach, CA

REFERENCE
Iris Lee Public Works Director
City of Seal Beach, 211 Eighth Street, Seal Beach, CA 90740 (562) 431-2527, ext. 1322, [email protected]
PACE designed the Advanced Water Treatment Facility (AWTF), treating raw wastewater and stormwater to produce 1.0 MGD of purified water for groundwater augmentation.

City of Santa Monica Sustainable Water Infrastructure Project (SWIP) Advanced Water Treatment Facility (AWTF) Santa Monica, CA

REFERENCE
Selim Eren Civil Engineer
City of Santa Monica, 1437 4th Street, Suite 300, Santa Monica, CA 90401 (310) 458-8721 ext. 5107; [email protected]
C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 15
398
City of Vernon Source Water Quality Assessment and Treatment Design Vernon, CA The City of Vernon engaged PACE to evaluate water quality concerns at its seven active groundwater wells and design wellhead treatment systems to address elevated levels of iron, manganese, and per- and polyfluoroalkyl substances (PFAS). PACE developed a Master Plan to identify the most effective and feasible treatment strategies, establish a standardized approach for future facilities, and provide the City with a clear roadmap to ensure regulatory compliance and long-term water reliability. The treatment design considers the unique challenge of managing multiple contaminants with different treatment requirements. Iron and manganese removal requires oxidation with free chlorine prior to filtration through Greensand media, while PFAS removal relies on ion exchange resins that are sensitive to free chlorine exposure. To address this, PACE’s design incorporates dechlorination steps with provisions for emergency off-spec discharges to protect the PFAS treatment media. In parallel, the team is evaluating the application of novel PFAS treatment media that are resistant to free chlorine but require California Division of Drinking Water (DDW) approval before implementation.

PACE is also conducting pilot testing to confirm the performance of different media for the removal of site- specific contaminants. The pilot program evaluates the free chlorine demand required for effective iron and manganese oxidation, the level of dechlorination needed following the Greensand filters, and the impacts of free chlorine on both the ion exchange and novel medias being piloted. These efforts ensure that the full- scale treatment design is supported by site-specific data, providing confidence in treatment performance and long-term system reliability.
6 Water quality assessment of seven active
water wells
6 Manganese, iron, and PFAS treatment
system design
6 Master Plan concept approach to prioritize
the most effective treatment options and
streamline future treatment design
Relevant Features
Start/End Date
March 2025 - Ongoing
Key Personnel
Duncan Lee, PE, Project Manager
Jacob Peterson, PE, Engineer of Record
James Matthews, PE, QA/QC Principal
Design Contract Amount $716k
Contract Owner
Joanna Moreno, Civil Engineer
City of Vernon
4305 S. Santa Fe Ave. Vernon, CA 90058
(323) 583-8811
[email protected]
347.3 ±

CITY OF VERNON LIGHT AND POWER

LEONIS SUBSTATION

BOOSTER
PLANT 3
FIRE STATION 1
WELL 15

56.7 ±
40 20 0 8040
----

CENTRALIZED TREATMENT
SYSTEM SITE CONCEPT BY BP3
LEGEND

PROPERTY BOUNDARY

EXISTING FENCEX X X

EXISTING PIPE

EFFLUENT PIPE

INFLUENT PIPE

TREAT-TO-WASTE PIPE

CHEMICAL DOSING

FLOW METER

CHECK VALVE

BUTTERFLY VALVE

CLOSED VALVE

OPEN VALVE

1. SCHEMATIC TO SHOW PROCESS ONLY.

NOTES:

Xrefs: C315 Plant Parcels.dwg; C362-24_Mech Concept.dwg; C361-24-36x24v.dwg; C362-24 Existing Lines.dwg; C362-24 Proposed Piping.dwg w:\C361\engineering\C361-24\sheets\C361-24-C1.0.dwg - Tab: C1.0 - by khernandez on 04/17/25 at 3:12:37 PM Dimscale = 40; LTscale = 1; PSltscale = 1; ACAD Ver. = 23.0s (LMS Tech); Visretain = 1 WELL

TREATMENT
THESE DRAWINGS ARE THE PROPERTY OF P.A.C.E AND SHALL NOT BE REPRODUCED IN ANY 17520 Newhope Street, Suite 200 | Fountain Valley, CA 92708 P: (714) 481-7300 | www.pacewater.com
Advanced Water Engineering
OF XX
D.S.L.

M.M
D.S.L.

MAY 2025
3380 E. 50TH STREET VERNON, CA 90058
MANNER NOR USED FOR CONSTRUCTION UNLESS STAMPED "ISSUED FOR CONSTRUCTION" CONCEPT PLANS 2025-04-17
WELL 13
ABAND.

WELL 19
RESERVOIR 3-3 RESERVOIR 3-2 RESERVOIR 3-1

1. DESIGN FLOWS/FLOW CAPACITY (GPM): 4300 (TOTAL MAX)
WELL #15 CAPACITY (GPM): 1150
WELL #19 CAPACITY (GPM): 1050
WELL #22 CAPACITY (GPM): VFD (1000 - 2100)
CONCEPT:

DISCHARGE TO

EXISTING DISTRIBUTION
SYSTEM
14" C.I WATER MAIN

PROPOSED PIPING
FROM WELL #22
12" C.I WATER MAIN
12" C.I WATER MAIN
8" C.I WATER MAIN
12" C.I WATER MAIN (FILL)
14" C.I WATER MAIN (FILL)
2" COPPER WATER LINE
12" C.I WATER MAIN
16" C.I WATER MAIN (SUCTION)
16" C.I WATER MAIN (SUCTION)12" C.I WATER MAIN (FILL)
8" C.I WATER MAIN

SEE CTS PIPING

CONCEPT

FRUITLAND AVE

S DOWNEY RD

SITE PLAN
SCALE: 1" = 40'-0"

MODIFY OR ADD

PRESSURE RELIEF
SYSTEM FOR WELL 19 TO

ACT AS PUMP TO WASTE

AND OVERALL SYSTEM

PRESSURE RELIEF
12" C.I WATER MAIN

BACKWASH

DETENTION TANK TO

EXISTING SEWER
SYSTEM. (PENDING

CONFIRMATION OF

REMAINING SEWER

CAPACITY)

ABANDON EXISTING SD

DISCHARGE TO EXISTING

DISTRIBUTION SYSTEM
EXTEND WELL #15
12" FILL LINE

IRON AND

MANGANESE

BACKWASH FM

WITH AIR GAP TO

DETENTION TANK

OUT OF EXISTING SCOPE OF WORK

PROPOSED MH EXISTING SEWER LINE

PROJECT SPECIFIC EXPERIENCE
C610 // CITY OF ONTARIO JOHN GALVIN PARK
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399
Orange County Water District PFAS Well Treatment Orange County, CA The Orange County Water District (OCWD) hired PACE to design wellhead treatment systems for six sites, encompassing seven Golden State Water Company wells located in the Cities of Stanton, Garden Grove, and Placentia. The pressure vessel systems are designed to treat flows ranging from 400 to 3,500 gallons per minute, tailored to each well’s production capacity. Building on the findings of an OCWD pilot study, the treatment process includes pre-filtration using bag filters, followed by ion exchange (IX) in steel pressure vessels to achieve the targeted water quality objectives. PACE designed each system in alignment with the pilot study’s recommendations while also developing alternative concept layouts to provide flexibility and options for stakeholder review.

PACE also coordinated with the IX media manufacturer to confirm the ability of the selected resin to treat perchlorate, an additional contaminant affecting one of the wells. With this confirmation, the affected well can now be added to production through one of the treatment systems if and when needed, improving overall supply flexibility. In addition to treatment system design, PACE prepared feasibility studies for two private pump-to-waste drain lines with proposed connections to the public storm drain system, ensuring effective and compliant management of waste streams during operations. Through this work, PACE supports OCWD and Golden State Water Company by advancing cost-effective, site-specific solutions that ensure regulatory compliance and improve long-term water supply reliability across the region.

M1.3
----

CLAIR - PFAS TREATMENT

ISOMETRIC VIEW
17520 Newhope Street, Suite 200 | Fountain Valley, CA 92708 P: (714) 481-7300 | www.pacewater.com
Advanced Water Engineering
PACKAGE #1 50% PLANS 2025-02-28 - ISSUED FOR REVIEW
NOTES:

1. CONTRACTOR TO COORDINATE WITH EQUIPENT PACKAGE

PROVIDED BY VENDOR WITH THE EXCEPTION OF
INSTRUMENTATION AND MAJOR HEADER.

2. THE PAD ELEVATION AND DINISHED FLOOR ELEVATION WILL BE DETERMINED BY THE NEXT SUBMITTAL.

3. EXACT PRE-FILTER AND PIPING ELEVATIONS WILL BE
DETERMINED IN THE NEXT SUBMITTAL.

TREAT-TO-WASTE
16" RAW
WATER
16" ION EXCHANGE

EFFLUENT
VESSEL-4
VESSEL-3
VESSEL-2
VESSEL-1

CONCRETE PAD

OUTLINE FOR

CLARITY
PREFILTER 4
PREFILTER 3
PREFILTER 2
PREFILTER 1
6 PFAS treatment at six well sites and seven
wells
6 Evaluation of alternative concepts
6 Pressure vessel treatment flows of between
400 and 3,500 gpm
6 Pre-treatment using bag filters, followed by
ion exchange (IX) media in steel pressure
vessels
6 Improvements to existing facilities
Relevant Features
C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 17
400
California-American Water Company Hexavalent Chromium Removal Los Angeles County, CA 6 Design of emerging contaminant removal
system for groundwater wells
6 Services performed include all structural,
process, mechanical, instrumentation and
controls, and electrical systems design
6 Pump upgrades and well site improvements
6 Well capacities between 900 and 1,600
gpm each
Relevant Features
PACE is serving as part of the Design-Build team to design a hexavalent chromium removal system for six wells owned and operated by the California-American Water Company. Located in the East Pasadena and San Marino service areas, these wells have all been found to contain hexavalent chromium levels above the recently established Maximum Contaminant Level (MCL). New strong base anion (SBA) exchange resin removal facilities are being designed at four sites to remove hexavalent chromium from the well water, and the existing well pumps will be upgraded to provide sufficient pumping capacity through the SBA exchange system.

C610 // CITY OF ONTARIO JOHN GALVIN PARK
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401
City of Santa Monica Sustainable Water Infrastructure Project (SWIP) Advanced Water Treatment Facility (AWTF) Santa Monica, CA
6 MGD treatment system
6 Sustainable self-reliant water resource
management
6 Five-barrier stream treatment process
6 Sustainable production through Indirect
Potable Reuse
6 Underground installation
Relevant Features
PACE was responsible for the design of the Advanced Water Treatment Facility (AWTF), which treats a combination of raw wastewater and harvested stormwater to produce 1.0 MGD of purified water for groundwater augmentation. The facility is one of the first to take in raw wastewater, fully oxidize the stream via biological treatment, and provide the pathogen reduction requirement s to meet California Title 22 regulations for Indirect Potable Reuse (IPR) of 12-log virus, 10-log Cryptosporidium, and 10-log Giardia all within one facility. The treatment process consists of a five-barrier stream: membrane bioreactor (MBR), cartridge filtration, reverse osmosis (RO), ultraviolet advanced oxidation process (UVAOP), and chlorine disinfection. The facility is the first to receive pathogen credits through the MBR and cartridge filtration processes. The AWTF is situated in a highly urbanized area and will be a completely subterranean facility located underneath the City’s Civic Center parking lot.

C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 19
402
Grand View Water Campus RO Groundwater Treatment Facility Buckeye, AZ 6 PFAS RO groundwater treatment system
6 Permitting and regulatory compliance by
ADEQ
6 Enhanced RO system to extend the
membrane lifespan
Relevant Features
PACE provided conceptual and preliminary design services for the Grand View reverse osmosis treatment project in the City of Buckeye, Arizona. The project advanced through approximately 30 percent design, including conceptual planning, preliminary design reports, and treatment calculations, before being placed on hold when the City elected to utilize municipal water for the initial phase of the development, eliminating the near-term need for a new RO facility.

During the preliminary design phase, PACE evaluated site specific groundwater quality and developed an optimized RO treatment approach to address elevated salinity, hardness, nitrates, and PFAS. The proposed treatment concept included phased capacity planning and a high recovery RO sequence designed to improve membrane life and long-term operability while meeting drinking water standards.

C610 // CITY OF ONTARIO JOHN GALVIN PARK
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GROUNDWATER /

FILTRATION TREATMENT

EXPERIENCE SUMMARY
Groundwater
Ion Exchange
GAC/Adsorption Media
Media Filters (after
Adsorption)
Reverse Osmosis
Disinfection
Reductive Coagulated
Filtration (RCF)
Distribution System
Field Analysis
Lab Analysis
Bench/Pilot Testing
Operations
Instrumentation & Controls
California-American Water Company Hexavalent Chromium Removal – Los Angeles County, CA 6 6 6 6 6 6 6 6 6
Chumash Water Reclamation Facility Chlorine Disinfection Contact Time Title 22 Re-Rating Study – Santa Ynez, CA
6 6 6 6
City of Huntington Beach Well 9 – Huntington Beach, CA 6 6 6 6 6 6 6 6 City of Huntington Beach Wells 3, 6, and 8 – Huntington Beach, CA 6 6 6 6 6 City of Lathrop Advanced Wastewater Treatment and Recycling Facility Expansion CT Study – Lathrop, CA
6 6 6 6
City of Riverside Garner B Treatment Plant Condition Assessment and PFOS-PFOA Pilot System – Riverside, CA
6 6 6 6 6 6
City of Seal Beach Lampson Water Well and Sewer Siphon – Seal Beach, CA 6 6 6 6 6 6 6 6 City of Somerton Potable Water Master Plan – Somerton, AZ 6 6 6 6 6 City of Vernon Well Water Quality Assessment and Improvements – Vernon, CA 6 6 6 6 6 6 6 6 6 6 Civita Water Recycling Facility CT Study – San Diego, CA 6 6 6 6 Golden State Water Company Del Monte Well Arsenic Removal – Claremont, CA 6 6 6 Golden State Water Imperial Plant PFAS-PFOA Treatment Facility – Norwalk, CA 6 6 6 Golden State Water Wells PFAS Treatment Systems – Orange County, CA 6 6 6 6 6 6 Grand View Water Campus Reverse Osmosis Desalination Facility – Buckeye, AZ 6 6 6 6 6 6 Grizzly Ranch Potable Water System – Portola, CA 6 6 6
Groundwater Iron and Manganese Filtration System South – Orange County, CA 6 6 6 6 6 6 6 Liberty Utilities Monument Well and Treatment System – Litchfield Park, AZ 6 6 6 6 6 6 6 Mesa Water District Well Automation & Ozone Treatment – Costa Mesa, CA 6 6 6 6 National City Well Iron and Manganese Treatment System – National City, CA 6 6 6 6 6 6 6 Orange County Water District / Golden State Water Wells PFAS Treatment Systems – Orange County, CA 6 6 6 6 6 6
Papago Butte Water District Improvements – Maricopa, AZ 6 6 6 6 San Diego County Ion Exchange for a Series of Potable Water Wells – San Diego County, CA 6 6 6 6 Santa Ana Country Club RO System – Orange County, CA 6 6 6 6 6 6 Santa Margarita Water District Nichols Research Institute Corrosion Prevention Chemical Injection System – Santa Margarita CA 6 6 6 6
Santa Monica City Services Building Rainwater and Well Treatment & Recycling – Santa Monica, CA
6 6 6 6 6 6
Santa Monica Sustainable Water Infrastructure Project (SWIP) – Santa Monica, CA 6 6 6 6 6 6 South Carolina Superfund Site Groundwater Remediation – Simpsonville, SC 6 6 6 6 Tejon Mountain Village Surface Water Treatment Plant – Kern County, CA 6 6 6 Town of Dateland Groundwater Treatment Plant Upgrade – Dateland, AZ 6 6 6 6 6 6 6 Tulare Drainage District Water Treatment – Tulare Lake, CA 6 6 6 6 Tuolumne Utilities District Sonora Regional Wastewater Treatment Plant CT Study – Sonora, CA
6 6 6 6
Water Treatment Facility for Iron and Manganese Removal – Lakeside, CA 6 6 6 6 6 6 6 Wellhead Iron & Manganese Treatment – South Orange County, CA 6 6 6 6 6 6 6 White Horse Ranch Owners Association Water System Improvements – Dewey, AZ 6 6 6 6 6 C610 // CITY OF ONTARIO JOHN GALVIN PARK
EXPERIENCE & TECHNICAL COMPETENCE 21
404

PROPOSED METHODS

TO ACCOMPLISH

THE WORK
405

PROPOSED METHODS

TO ACCOMPLISH THE WORK

PRELIMINARY OBSERVATIONS
The PACE team reviewed the RFP , lessons learned from past and other current projects, and developed a list of preliminary observations that are noteworthy for consideration:
6 Engage Recreation & Parks Commission: While the RFP listed a number of key potential stakeholders and regulatory agencies for preliminary coordination to determine requirements, such as Southern California Edison (SCE), Division of Drinking Water (DDW), Chino Basin Desalter Authority (CDA), Inland Empire Utilities Agency (IEUA), and Los Angeles County Sanitation Districts (LACSD), PACE recommends additional optional engineering and architectural efforts to also coordinate with the City’s Recreation & Parks Commission since the Project will potential impact John Galvin Park and the programs defined in the Recreation & Parks Master Plan. 6 Pursue CEQA Exemption: Since this park site has numerous existing water infrastructure components, from multiple storage reservoirs, two (2) wells, a pump station, an abandoned treatment plant, and an active treatment plant with pressure vessels, the City’s Planning Department will likely support the use and reference of CEQA Exemptions for CEQA compliance for future improvements.

Additionally, it is a customary practice to include a bird nesting study on file for a project located in a park with numerous mature trees. 6 Treatment solutions should be evaluated holistically, not by contaminant alone. Treatment feasibility will be driven not only by contaminant removal performance, but also by operability, residuals management, and the ability to reliably operate both wells simultaneously. In particular, brine line capacity and integration with existing infrastructure will be key factors influencing viable treatment alternatives. PACE’s approach focuses on evaluating treatment solutions as integrated systems rather than isolated unit processes.
6 Residuals and brine management are likely to be a primary constraint. Based on the City’s emphasis on the existing brine line, preliminary observations suggest that residuals management may be a limiting factor for regenerable treatment technologies. PACE’s evaluation will quantify brine and waste streams early in the feasibility study and incorporate these impacts directly into alternative screening and lifecycle cost comparisons. This approach allows the City to understand not only what technologies work, but which are practical and sustainable given existing disposal constraints.

PROPOSED METHODS TO ACCOMPLISH THE WORK 22
C610 // CITY OF ONTARIO JOHN GALVIN PARK 406
The project team will compile and review historical and recent water quality data for nitrate, perchlorate, PFAS, total coliforms, and DBCP , along with any additional available water quality information. This review will focus on understanding contaminant magnitudes, trends, and variability to support defensible treatment evaluations and long-term compliance planning.

To fully understand well performance and operational flexibility, PACE will evaluate well production and operating data, including seasonal pumping histories, pump curves, groundwater levels, and wellhead discharge pressures. Available well pump as-built drawings and driller logs will be reviewed to support accurate hydraulic assessments and treatment system sizing.

PACE will also review existing civil, mechanical, electrical, and process documentation for the well sites and treatment facilities to develop a clear understanding of the current infrastructure, available footprint, and integration opportunities for future improvements.

Recognizing residuals management as a key driver for this project, PACE will collect and evaluate available information on the existing brine line, including alignment, condition, capacity, and discharge limitations, to ensure that treatment alternatives are practical and implementable.

As part of the data review process, PACE will evaluate the City’s existing controls and SCADA environment to ensure that proposed treatment alternatives can be seamlessly integrated into current operations. PACE will request information on preferred PLC, HMI, and SCADA platforms, including standard manufacturers, programming environments, control philosophies, and alarm management practices. PACE will review available controls documentation and key interlocks or fail-safe strategies associated with well and treatment system operation. This early coordination will allow controls and communications assumptions to be incorporated realistically into the Data Review and Validation

PROPOSED METHODOLOGY
PACE will initiate the project with a collaborative kickoff meeting designed to align the City and project team on objectives, priorities, and success criteria from the outset. This meeting will ensure a shared understanding of the project goals and establish a clear path forward for the feasibility study.

During the kickoff meeting, PACE will confirm communication protocols, roles, and decision-making processes to promote efficient coordination and timely issue resolution throughout the project.

The project team will work with City staff to define operating parameters for the project, such as well operating scenarios, including single and simultaneous well operation, sequencing requirements, and any operational constraints that influence treatment system design and compliance. PACE may also discuss the existing brine line, including its condition, capacity limitations, and operational considerations, recognizing its importance to treatment feasibility and long-term system reliability.

Information gathered during the kickoff meeting will be used to refine project assumptions, focus the feasibility analysis, and ensure that evaluated alternatives are both technically sound and operationally practical.

Project Initiation
Kickoff Meeting
PROPOSED METHODS TO ACCOMPLISH THE WORK 23
C610 // CITY OF ONTARIO JOHN GALVIN PARK 407
PACE will establish the regulatory framework for the feasibility study by reviewing current and anticipated California Division of Drinking Water (DDW) requirements, including applicable Maximum Contaminant Levels (MCLs) and compliance obligations. The project team will identify where regulatory compliance must be achieved within the system and summarize applicable monitoring requirements, such as routine sampling, real-time monitoring, or surrogate parameters, as appropriate for each contaminant.

Treatment requirements will be evaluated on a contaminant-specific basis. For example, PFAS regulations typically require full treatment due to very low MCLs, making blending or partial treatment with bypass strategies impractical, while nitrate compliance may allow blending between sources, or partial blending between raw water and treated water. The project team will also confirm the 4-log viral inactivation requirement associated with total coliform bacteria and evaluate existing contact time (CT) limitations.

In addition to current regulations, PACE will consider future regulatory risks, including contaminants with increasing concentration trends or evolving standards, to ensure that recommended solutions support long-term compliance and operational flexibility.

Regulatory Framework and Compliance Basis
PACE will begin the technical evaluation by confirming the magnitude, variability, and operational significance of the contaminants of concern, including nitrate, perchlorate, DBCP , PFAS, and total coliform bacteria. Using this information, the project team will identify California DDW-recognized Best Available Technologies (BAT) applicable to each contaminant. Technologies that are not feasible due to regulatory, operational, or City-specific constraints will be screened out early with clear justification. This focused screening approach ensures that only practical, implementable treatment alternatives are carried forward into detailed evaluation.

Contaminant-Specific Treatment Evaluation
Contaminant Screening
feasibility analysis and ensure that evaluated alternatives are operationally compatible with the City’s standards.

All data will be reviewed early in the project to identify gaps, inconsistencies, or assumptions that could affect feasibility or cost. PACE will work closely with City staff to resolve these items promptly, ensuring that the feasibility study proceeds on a well-defined, low-risk foundation.

C610 // CITY OF ONTARIO JOHN GALVIN PARK
PROPOSED METHODS TO ACCOMPLISH THE WORK 24
408
For each applicable Best Available Technology (BAT), PACE will develop conceptual treatment alternatives that align with the City’s priorities, which may include treatment effectiveness, operational complexity, footprint, and long-term flexibility. Each alternative will be evaluated using a clear, easy-to-understand comparison framework, such as a qualitative scoring table that rates technologies against City-defined criteria, similar to the following:

Treatment alternatives may include regenerable and single-use ion exchange systems, granular activated carbon (GAC) and PFAS-selective ion exchange systems, and disinfection alternatives such as optimized chlorine contact time, pipeline contact volume, ultraviolet (UV) or ozone disinfection. This structured comparison will allow the City to quickly understand trade-offs and focus on solutions that best meet operational and regulatory objectives.

Technology Alternatives Development
Technology Category 1 Category 2 Category 3 Category 4 Category 5 1 Excellent Good Good Fair Excellent
2 Good Excellent Excellent Good Fair
3 Good Fair Excellent Good Excellent
PACE will evaluate the expected performance of each treatment alternative using established engineering methods. The analysis may include estimated breakthrough behavior for ion exchange and GAC systems, evaluation of competitive ion impacts on media performance, and comparison of vessel configurations such as lead-lag and parallel operation. Where appropriate, the feasibility of bypassing or blending a portion of the flow to reduce media loading and extend media life will be evaluated.

PACE will coordinate with treatment media suppliers to confirm appropriate media selection and performance assumptions for each contaminant. As part of the performance evaluation, the project team will also assess the hydraulic impacts of each treatment alternative, including estimated headloss across treatment systems and the resulting effects on well pump operation.

This analysis will help ensure that recommended alternatives are both effective and compatible with existing well infrastructure.

PACE will evaluate disinfection requirements by performing contact time (CT) calculations under conservative, worst-case conditions, including temperature, pH, and peak flow. Existing infrastructure will be reviewed to determine available CT for both single-well and simultaneous-well operation, and any deficiencies will be identified. Where existing facilities are not sufficient, PACE will develop compliant alternatives to achieve the required viral inactivation prior to the first customer.

In addition to chlorine disinfection, PACE will evaluate alternative disinfection approaches, such as ultraviolet (UV) and ozone. These alternatives will be assessed based on regulatory acceptance, operational considerations, and compatibility with the City’s system to identify practical, reliable solutions.

Process Modeling and Technical Analysis
Treatment Performance Modeling
Disinfection and CT Analysis
C610 // CITY OF ONTARIO JOHN GALVIN PARK
PROPOSED METHODS TO ACCOMPLISH THE WORK 25
409
PACE will evaluate residuals generated by each treatment alternative, with a particular focus on impacts to the existing brine line system. The analysis will quantify anticipated brine volumes, waste streams, and disposal requirements associated with regenerable and single-use treatment technologies. Available information on brine line condition, capacity, and discharge limitations will be incorporated to confirm feasibility and identify potential constraints.

Residuals management considerations will be integrated directly into the alternatives evaluation to ensure that recommended solutions are practical, operable, and aligned with the City’s long- term maintenance capabilities. Where appropriate, options to reduce residuals loading or improve operational flexibility will be identified.

Residuals Management and Brine Line Evaluation
For each viable treatment alternative, PACE will prepare a lifecycle cost analysis to support transparent and informed decision-making. Cost estimates will include order-of-magnitude capital costs as well as ongoing operations and maintenance costs such as chemicals, media replacement or regeneration, power, labor, and residuals disposal.

Lifecycle costs will be presented in a consistent format to allow direct comparison between alternatives and to highlight key cost drivers over the expected service life of the facilities. This approach allows the City to evaluate not only initial construction costs, but also long-term ownership and operational impacts.

Lifecycle Cost Analysis
PACE will compare treatment alternatives using a structured, multi-criteria evaluation framework that reflects City priorities. Evaluation criteria may include regulatory compliance, operational reliability, residuals impacts, footprint requirements, lifecycle cost, and flexibility to address future regulatory changes.

Based on this comparative analysis, PACE will identify a recommended treatment approach supported by clear technical and operational justification. Where appropriate, the evaluation will also identify secondary or phased alternatives that provide flexibility for future implementation.

Alternatives Evaluation and Recommendation
The feasibility study will include conceptual site layouts and process flow diagrams for the evaluated treatment alternatives to illustrate how each option could be implemented. PACE will identify key constructability considerations and outline potential phasing approaches to minimize service disruptions during construction. Permitting requirements and agency coordination considerations will also be discussed to support a smooth transition from feasibility to design and implementation.

Implementation Considerations and Phasing
C610 // CITY OF ONTARIO JOHN GALVIN PARK
PROPOSED METHODS TO ACCOMPLISH THE WORK 26
410

SCOPE OF SERVICES
PACE developed and organized the following primary tasks and subtasks to fulfill the requirements outlined in the RFP . Based on the PACE team’s experience, we propose some optional subtasks under Task 3 to assist the OMUC to “de-risk” the proposed improvements by anticipating additional potential permitting obstacles not yet identified in the RFP . Supplemental assumptions and exclusions follow.

PACE’ s proposal is based on the following assumptions and exclusions:
6 Assumed the existing park is not in a “liquefaction zone, ” which is why the geotechnical soil borings will have depths up to approximately 20 feet, or refusal, whichever is shallower. If the site were in a liquefaction zone, an additional fee is likely necessary for additional drilling time and soil testing.
6 Assumed the cuttings from the borings will be placed in 55-gallon drums for characterization and will be disposed of off-site. If the excess drill cuttings can be spread on-site in a suitable area provided by the OMUC, the fee can be reduced by $2,100. 6 PACE’s subconsultant estimates two (2) working days to perform 15 potholes within the park area. However, potholing effort in the industry is not based on the number of holes, but are daily rates.
6 Assumed the OMUC will issue no-fee encroachment/right-of-entry permits to PACE and its subconsultants for performing various exploratory tasks within the park/treatment plant site per the RFP . 6 The optional Subtasks 3.1 to 3.3 are shown for initial consideration only, without the estimated fee, because the level of effort and the number of necessary architectural renderings are unknown at this time. If the OMUC wants to include PACE’s recommended optional subtasks, PACE will promptly select a registered architect, collaborate with OMUC to identify renderings needed, and request for an additional fee. 6 For Subtask 2.1 to 2.2.b, the PACE team, from experience, believes the most likely approach for CEQA compliance will be through existing available CEQA Exemptions.

Project Kick-Off & Site Visit Meeting
Outside Agency Coordination
Surveying
Potholing Services (Assumed 15 Locations at 8’ Depth Equated to 2 Days)
Geotechnical Investigation (Assumed 3 Soil Borings at 20’ Depth) Site Layout, SCADA and Instrumentation Workshop (Assumed 1 Comprehensive Group Session)
Prepare the Draft Site Layout & Technical Memorandum (TM) Prepare the Final Site Layout & Technical Memorandum (TM) Initial Opinion of Probable Construction Cost
Project Schedule (Assumed with Monthly Updates)
Prepare the Draft Feasibility Study (FS)
4-Hour Workshop to Walk Through the Submittal of the Draft FS Prepare the Final Feasibility Study (FS)
Workshop to Walk Through the Submittal of the Final FS
Prepare the Draft Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative
4-Hour Workshop to Walk Through the Submittal of the Draft PDR Prepare the Final Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative
Workshop to Walk Through the Submittal of the Final PDR Collaborate with the City’s Planning Department to Identify Potential Environmental Concerns
Prepare and Identify a Draft List of Potential Initial Studies and the Likely CEQA Compliance Document
Prepare the Final List of Potential Initial Studies and the Likely CEQA Compliance Document

2.1 2.2.a

2.2.b
Prepare Site and Profile Renderings of New Exterior
Improvements Within Existing Water Infrastructure Footprints Prepare Site and Profile Renderings of New Exterior
Improvements Outside of Existing Water Infrastructure Footprints Assist the City to Share Renderings of the Most Favorable Treatment Alternative to the Recreation & Parks Commission

1.1 1.2

1.3 1.4

1.5 1.6.a

1.6.b

1.6.c

1.7 1.8

1.9.a

1.9.b

1.9.c

1.9.d

1.10.a

1.10.b

1.10.c

1.10.d

3.1 3.2

3.3 Feasibility Study (FS) and Preliminary
Design Report (PDR)
CEQA Compliance
Additional Optional Services
TASK 01 TASK 02
TASK 03
PROPOSED METHODS TO ACCOMPLISH THE WORK 27
C610 // CITY OF ONTARIO JOHN GALVIN PARK 411
ID Task Name Duration Start Finish Predecessors
1 Notice to Proceed (NTP - Assumed to Start in April 2026) 1 day Wed 4/1/26 Wed 4/1/26 2 Subtask 1.1 - Project Kick-Off & Site Visit Meeting 1 day Thu 4/9/26 Thu 4/9/26 1FS+1 wk 3 Review Record Drawings, System Operation Manuals, Water Quality Data, & Other Relevant Information
3 wks Fri 4/17/26 Thu 5/7/26 2FS+1 wk
4 Prepare a Written Information Request to Further Gather Relevant Information 1 wk Fri 4/24/26 Thu 4/30/26 3SS+1 wk 5 Subtask 1.2 - Identify All Potential Outside Agency Stakeholders/Regulators 3 wks Fri 5/22/26 Thu 6/11/26 3FS+2 wks 6 Subtask 1.3 - Surveying 3 wks Fri 5/22/26 Thu 6/11/26 3FS+2 wks 7 Subtask 1.6.a - Site Layout, SCADA and Instrumentation Workshop 1 day Fri 5/15/26 Fri 5/15/26 3FS+1 wk 8 Subtask 1.6.b - Prepare the Draft Site Layout & Technical Memorandum (TM) 7 wks Fri 5/8/26 Thu 6/25/26 3 9 OMUC Review and Comment on the Draft Site Layout & TM 1 wk Fri 6/26/26 Thu 7/2/26 8 10 Subtask 1.6.c - Prepare the Final Site Layout & Technical Memorandum (TM) 2 wks Fri 7/3/26 Thu 7/16/26 9 11 Subtask 1.7 - Initial Opinion of Probable Construction Cost 2 wks Fri 7/3/26 Thu 7/16/26 9 12 OMUC Review and Approval on the Cost Estimate, Final Site Layout & TM 1 wk Fri 7/17/26 Thu 7/23/26 10 13 Subtask 1.2 - Outside Agency Coordination 16 wks Fri 7/31/26 Thu 11/19/26 12FS+1 wk 14 Subtask 1.9.a - Prepare the Draft Feasibility Study (FS) 4 wks Fri 7/24/26 Thu 8/20/26 12 15 Subtask 1.9.b - 4-Hour Workshop to Walk Through the Submittal of the Draft FS 1 day Fri 8/21/26 Fri 8/21/26 14 16 OMUC Review and Comment on the Draft FS 1 wk Mon 8/24/26 Fri 8/28/26 15 17 Subtask 1.9 c - Prepare the Final Feasibility Study (FS) 2 wks Mon 8/31/26 Fri 9/11/26 16 18 Subtask 1.9.d - Workshop to Walk Through the Submittal of the Final FS 1 day Mon 9/14/26 Mon 9/14/26 17 19 OMUC Review and Approval on the Final FS 1 wk Tue 9/15/26 Mon 9/21/26 18 20 Subtask 1.5 - Geotechnical Investigation 4 wks Tue 10/13/26 Mon 11/9/26 19FS+3 wks 21 Subtask 1.4 - Potholing Services 3 wks Tue 10/20/26 Mon 11/9/26 19FS+4 wks 22 Subtask 1.10.a - Prepare the Draft Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative
9 wks Tue 9/22/26 Mon 11/23/26 19
23 Subtask 1.10.b - 4-Hour Workshop to Walk Through the Submittal of the Draft PDR 1 day Tue 11/24/26 Tue 11/24/26 22 24 OMUC Review and Comment on the Draft PDR 1 wk Wed 11/25/26 Tue 12/1/26 23 25 Subtask 1.10.c - Prepare the Final Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative
3 wks Wed 12/2/26 Tue 12/22/26 24
26 Subtask 1.10.d - Workshop to Walk Through the Submittal of the Final PDR 1 day Wed 12/23/26 Wed 12/23/26 25 27 OMUC Review and Approval on the Final FS 1 wk Thu 12/24/26 Wed 12/30/26 26 28 Subtask 2.1 - Collaborate with the City's Planning Department to Identify Potential Environmental Concerns
1 day Mon 5/25/26 Mon 5/25/26 7FS+1 wk
29 Subtask 2.2.a - Prepare and Identify a Draft List of Potential Initial Studies and the Likely CEQA Compliance Document
2 wks Tue 5/26/26 Mon 6/8/26 28
30 OMUC Review and Comment on the Draft FS 1 wk Tue 6/9/26 Mon 6/15/26 29 31 Subtask 2.2.b - Prepare the Final List of Potential Initial Studies and the Likely CEQA Compliance Document
1 wk Tue 6/16/26 Mon 6/22/26 30
32 OMUC Review and Approval on the Final CEQA Compliance Requirements 1 wk Tue 6/23/26 Mon 6/29/26 31 Apr May Jun Jul Aug Sep Oct Nov Dec
2026
Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress
Ontario Municipal Utilities Company
Feasibility Study & Preliminary Design Report for the John Galvin Park Water Treatment Plant (Optional Tasks Not Included)
PACE JN C610
Project: Ontario Municipal Utilities Company - Feasibility Study & Preliminary Design Report for the John Galvin Park Water Treatment Plant Date: Thu 1/22/26

PROJECT SCHEDULE
PROPOSED METHODS TO ACCOMPLISH THE WORK 28
C610 // CITY OF ONTARIO JOHN GALVIN PARK 412
46700.00100\40935196.1
BB&K (2024) Exhibit B-1

EXHIBIT “B”

FEE SCHEDULE AND COMPENSATION RATES
413
FEE

PROPOSAL
414

FEE PROPOSAL
Fee Schedule and Rate Sheet Matrix
Project Name: Feasibility Study and Preliminary Design Report to Upgrade the John Galvin Park Water Treatment Plant Client: City of Ontario, Ontario Municipal Utilities Company (OMUC) PACE Job Number: #C610
Estimate Date: January 30, 2026
Structural Engineer
$ 281
$ 265
$ 270
$ 229
$ 200
$ 206
$ 162
$ 157
$ 135
$ 108
$ 250
$ 210
$ 200
$ 140
$ 95
Feasibility Study and Preliminary Design Report to Upgrade the John Galvin Park Water Treatment Plant 66 46 42 124 0 0 164 76 0 40 10 22 38 7 5 640 $129,467 $169,705 1 Task 1 - Feasibility Study (FS) and Preliminary Design Report (PDR) 54 46 42 119 0 0 150 76 0 38 10 22 38 7 5 607 $122,466 $15,000 $14,568 $10,670 $162,704 2 Subtask 1.1 - Project Kick-Off & Site Visit Meeting 4 4 4 4 4 1 21 $4,936 $4,936 3 Subtask 1.2 - Outside Agency Coordination 6 4 12 16 4 42 $8,518 $8,518 4 Subtask 1.3 - Surveying 2 2 4 2 10 $1,730 $15,000 $16,730 5 Subtask 1.4 - Potholing Services (Assumed 15 Locations at 8' Depth Equated to 2 Days) 1 2 4 2 9 $1,603 $14,568 $16,171 6 Subtask 1.5 - Geotechnical Investigation (Assumed 3 Soil Borings at 20' Depth) 1 1 2 2 10 22 38 7 5 88 $17,225 $10,670 $27,895 7 Subtask 1.6.a - Site Layout, SCADA and Instrumentation Workshop (Assumed 1 Comprehensive Group Session) 4 4 4 4 4 1 21 $4,936 $4,936 8 Subtask 1.6.b - Prepare the Draft Site Layout & Technical Memorandum (TM) 4 8 8 20 24 32 4 100 $19,328 $19,328 9 Subtask 1.6.c - Prepare the Final Site Layout & Technical Memorandum (TM) 2 2 2 8 8 8 2 32 $6,232 $6,232 10 Subtask 1.7 - Initial Opinion of Probable Construction Cost 2 2 2 4 8 18 $3,844 $3,844 11 Subtask 1.8 - Project Schedule (Assumed with Monthly Updates) 4 4 8 $1,556 $1,556 12 Subtask 1.9.a - Prepare the Draft Feasibility Study (FS) 4 4 4 24 24 12 4 76 $14,964 $14,964 13 Subtask 1.9.b - 4-Hour Workshop to Walk Through the Submittal of the Draft FS 4 4 4 4 4 1 21 $4,936 $4,936 14 Subtask 1.9 c - Prepare the Final Feasibility Study (FS) 2 2 2 8 12 4 2 32 $6,252 $6,252 15 Subtask 1.9.d - Workshop to Walk Through the Submittal of the Final FS 2 2 2 2 2 1 11 $2,522 $2,522 16 Subtask 1.10.a - Prepare the Draft Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative 4 2 2 16 24 12 4 64 $12,062 $12,062 17 Subtask 1.10.b - 4-Hour Workshop to Walk Through the Submittal of the Draft PDR 4 4 4 4 4 1 21 $4,936 $4,936 18 Subtask 1.10.c - Prepare the Final Preliminary Design Report (PDR) with the City Selected Recommended Treatment Alternative 2 2 2 4 6 4 2 22 $4,364 $4,364 19 Subtask 1.10.d - Workshop to Walk Through the Submittal of the Final PDR 2 2 2 2 2 1 11 $2,522 $2,522 20 Task 2 - CEQA Compliance 12 0 0 5 0 0 14 0 0 2 0 0 0 0 0 33 $7,001 $7,001 21 Subtask 2.1 - Collaborate with the City's Planning Department to Identify Potential Environmental Concerns 6 2 8 $2,144 $2,144 22 Subtask 2.2.a - Prepare and Identify a Draft List of Potential Initial Studies and the Likely CEQA Compliance Document 4 2 10 1 17 $3,310 $3,310 23 Subtask 2.2.b - Prepare the Final List of Potential Initial Studies and the Likely CEQA Compliance Document 2 1 4 1 8 $1,547 $1,547 24 Task 3 - Additional Optional Services (Fee Estimate Not Yet Included) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 25 Subtask 3.1 - Prepare Site and Profile Renderings of New Exterior Improvements Within Existing Water Infrastructure Footprints (Fee Estimate Not Yet Included) 0 $0 $0
26 Subtask 3.2 - Prepare Site and Profile Renderings of New Exterior Improvements Outside of Existing Water Infrastructure Footprints (Fee Estimate Not Yet Included) 0 $0 $0
27 Subtask 3.3 - Assist the City to Share Renderings of the Most Favorable Treatment Alternative to the Recreation & Parks Commission (Fee Estimate Not Yet Included) 0 $0 $0
Total 640 $129,467 $15,000 $14,568 $10,670 $169,705
Proj. Eng./Geologist/Env. Sci.

Tech. Illustrator/CAD Opr.

Ninyo & Moore
(Geotechnical)
Data Processor
Total Task Costs
Lump Sum Fee for Services
Huitt-Zollars (Topographic
Survey)
Lump Sum Fee for Services
BESS Testlab (Pipe Locating
& Potholing)
Sr Staff Engineer/Geologist
Lump Sum Fee for Services
Ninyo & Moore
(Geotechnical)
Item No.

Project EngineerWork Item Description
Design Engineer
Sr Inst. & Cont. Specialist
Sr Project Manager
Sr Project Engineer
Sr Electrical Engineer
Admin Support
CAD Spec / GIS Analyst
Principal Engineer/Geologist
Graphic Designer
Fee Summary
Man Power Subtotal
Task Costs Subtotal
C610 // CITY OF ONTARIO JOHN GALVIN PARK
FEE PROPOSAL 29
415
Department: Financial Services
Prepared By: Pablo De Lara
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 26
SUBJECT:

A PUBLIC HEARING TO CONSIDER THE ADOPTION OF AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (FILE NO. PDA25-004) BETWEEN THE

CITY OF ONTARIO, SLV LC CENTER LLC, HCW LC CENTER LLC, STRACK FARMS LAND LLC, RHV EDISON AVE LLC, MV EDISON AVE LLC, AND EPC HOLDINGS 938 LLC

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council introduce and waive further reading of an Ordinance Approving a Development Agreement (File No. PDA25-004) between the City of Ontario, SLV LC Center LLC, HCW LC Center LLC, Strack Farms Land LLC, RHV Edison Ave LLC, MV Edison Ave LLC, and EPC Holdings 938 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, SLV LC Center LLC, HCW LC Center LLC, Strack Farms Land LLC, RHV Edison Ave LLC, MV Edison Ave LLC, and EPC Holdings 938 LLC (collectively the "Applicant" or "Owner"), has requested that the City enter into negotiations to create a Development Agreement (Agreement).

416
The Agreement proposes to include 15.91 acres of land within Planning Area 10A of the Rich-Haven Specific Plan, as shown on the attached Exhibit A. The Agreement grants the Applicant a vested right to develop Tentative Tract Map 20779 (the “Map”), 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) located on the northwest corner of Hamner Avenue and Ladybug Paseo and proposes to subdivide 15.91 acres of land into 99 numbered lots and 16 lettered lots to facilitate the construction of 86 single-family dwelling units and 139 multiple-family dwelling units 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 April 28, 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. PC26-019, recommending City Council approval of the Agreement.

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. All previously adopted mitigation measures are a condition of Project approval and are incorporated herein by this reference.
417
Exhibit A: RICH-HAVEN SPECIFIC PLAN LAND USE MAP

418

Exhibit B: TENTATIVE PARCEL MAP NO. 20779

419
ORDINANCE NO. _______

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, RECOMMEN DING CITY COUNCIL AP PROVE FILE NO.

PDA25-004, A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

ONTARIO AND SLV LC CENTER LLC, HCW LC CENTER LLC, STRACK

FARMS LAND LLC, RHV EDISON AVE LLC, MV EDISON AVE LLC, AND EPC HOLDINGS 938 , LLC TO ESTABLISH THE TE RMS AND
CONDITIONS ASSOCIATED WITH TENTATIVE PARCEL MAP NO. 20779 (FILE NO. PMTT25-007), LOCATED ON THE NORTHWEST CORNER OF

HAMNER AVENUE AND LA DYBUG PASEO WITHIN PLANNING AREA
10A OF THE RICH-HAVEN SPECIFIC PLAN. (APN: 0218-211-40).

WHEREAS, Risewell Homes ("Applicant") has filed an Application for the approval of a Development Agreement , File No. PDA2 5-004, as described in the title of this Resolution (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to 15.91 acres of land , located on the northwest corner of Hamner Avenue and Ladybug Paseo within Planning Area 10A of the Rich-Haven Specific Plan; and

WHEREAS, the Applicant submitted Tentative Parcel Map No. 20779 (File No.

PMTT25-007), subdividing 15.91 acres of land to facilitate the construction of 86 single - family dwelling units and 139 multiple -family dwelling units and for condominium 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 Coun cil 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
420

WHEREAS, the Proje ct 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 for th 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 April 28, 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 June 2, 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 re porting 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 measures previously adopted with the Certified EIR, are incorporated herein by this reference.

421
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 invol vement 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 info rmation 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.

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 prepar ed 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.

422
(1) On April 19, 2011, the City Counci l of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area , as they relate to noise, safety, airspace protection, and overflight impacts of current and future airport activity. A s the recommending body for the Projec t, 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

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 15.91 acres of land located on the northwest corner of Hamner Avenue and Ladybug Pas eo within Planning Area 10A 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 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 20779 (File No. PMTT2 5-007) as long as the Applicant complies with the terms and conditions of the Rich-Haven Specific Plan and EIR. Tentative Tract Map 20779 located on the northwest corner of Hamner Avenue and Ladybug Paseo proposes to subdivide 15.91 acres of land into 99 numbered lots and 16 lettered lots to facilitate the construction of 86 single -family dwelling units and 139 multiple-family dwelling units 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

423
(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 ar e 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 refinement and further development of the Ontario Ranch development area may demonstrate that changes are appropriate with respec t 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 app roved 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 re quire 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 424
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, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

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

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

425

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 June 2, 2026 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 ____________ and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper.

__________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

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ATTACHMENT A:

FILE NO. PDA25-004

DEVELOPMENT AGREEMENT

By and Between

City of Ontario
a California municipal corporation
and
SLV LC Center LLC
a Florida limited liability company
and
HCW LC Center LLC
a Florida limited liability company
and
Strack Farms Land LLC
a Delaware limited liability company
and
RHV Edison Ave LLC
a Florida limited liability company
and
MV Edison Ave LLC
a Florida limited liability company
and
EPC Holdings 938 LLC
a Washington limited liability company

(Development Agreement to follow this page)

427

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. PDA25-004

DEVELOPMENT AGREEMENT

By and Between

City of Ontario
a California municipal corporation
and
SLV LC Center LLC
a Florida limited liability company
and
HCW LC Center LLC
a Florida limited liability company
and
Strack Farms Land LLC
a Delaware limited liability company
and
RHV Edison Ave LLC
a Florida limited liability company
and
MV Edison Ave LLC
a Florida limited liability company
and
EPC Holdings 938 LLC
a Washington limited liability company
_________________________, 2026
San Bernardino County, California

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DEVELOPMENT AGREEMENT PDA25-004
This Development Agreement (hereinafter “Agreement”) is entered into effective as of the ____ day of ____________, 20 26 by and among the City of Ontario, a California municipal corporation (hereinafter “CITY”), and SLV LC Center LLC, HCW LC Center LLC, Strack Farms Land LLC, RHV Edison Ave LLC, MV Edison Ave LLC, and EPC Holdings 938 LLC (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real pr operty for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter i nto 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 li mit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms a nd 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 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 A ct 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 acc ordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of t he Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and
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WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary 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; and WHEREAS, the Property is located in an area of the City of Ontario that has been known as the “New Mode l Colony” area and the New Model Colony area has now been renamed as “Ontario Ranch.” and
WHEREAS, the property developer/owners are made aware of the S outh 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 p roperty 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 Ag reement 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 M odel Colony, entered into between the CITY and NMC Builders as of the 4th day of October, 2005, and all amendments thereto and “Construction Agreement A mendment” 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.
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1.1.4 “Development” means the improvement of the Property for the purposes of completing t he 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 i mprovements 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 c lass 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 a pplicant 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 develop ment agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) o f Chapter 4 , For purposes of this Agreement only, "Development Impact Fee" shall not include processing fees and charges imposed by CITY to cover the e stimated 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; buildin g inspections; building permits; filing and processing applications and petitions filed with the local a gency formation commission or conducting preliminary proceedings or proceedings under the Cortese -Knox-Hertzberg Local Government 431
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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 u nder the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Governme nt 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 De velopment 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 Proj ect as described in the Tract Map conditions for Tract No . 20779 as further described in Exhibit “F” (th e “Infrastructure Improvements Exhibit”).

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official polic ies 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 const ruction 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;
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(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 “Model Units” means a maximum of 22 (XX) 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 infras tructure 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 Entitl ement 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 b y 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 sal e 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 develo pment 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.
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1.1.24 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

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 dev elopment 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 u pon 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 amen dment 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 th e “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.
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Exhibit “D” — Existing Land Use Regulations.

Exhibit “E” — Description of Required Infrastructure Improvements 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.

2.1 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 covena nts 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.

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 th is 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, Gover nment Code Section 66410, et seq.), to any 435
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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 ass ignment 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 requir ed to provide disclosure that the Property is within the South Archibald Trichloroethylene (TCE) Plume. OWNER may wish to provide the attached Disclosu re 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 n otify 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 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 s uch 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. 436
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(d) The purchaser, transferee or assignee p rovides 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 assign ee’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 ini tial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

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. Not withstanding 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.

2.4.6 Partial Assignment and Assumption . CITY and OWNER agree OWNER may partially assign its obligations and rights under this Agreement, an d 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 Agre ement. 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 437
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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.

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 6 5868.1. 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 thi s Agreement. Either Party or successor in interest, may propose an amendment to or cancellation, in who le 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 pro vided 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 i n 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 t o 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 Developm ent Agreement to reflect any or all of such modifications.

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 mi nimum 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 Agreem ent 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.

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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 Agreem ent 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 a ll required occupancy permits and acceptance by CITY or applicable public agency of all required dedications.

Termination of this Agreement shall not co nstitute 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 w hich 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.

2.7 Notices.
(a) As used in t his Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, a pproval, 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 po stal 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

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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

(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 o fficer 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 A greement including the Reservations of Authority, OWNER shall have a vested right to develop the Propert y 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 reser vation and dedication of land for public purposes shall be those set forth in the Development Plan.

3.2 Effect of Agreement on Land Use Regulations . Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, th e 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 specificati ons 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 whi ch 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 Ca 1. 3 d 465, that the failure of the 440
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parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to p revail 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 i n part on the phasing of area -wide infrastructure improvements over which the OWNER has control. The i ssuance of building permits by CITY for Model Units and Production Units is, in general, contingent on OWNER’s completion of needed infrastructure impro vements 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 Subject to the prior submittal by OWNER and approval by CITY of a plan to provide sufficient pub lic infrastructure for the construction of a maximum number of Twenty-two (22) Model Units, private common recreation facilities and sales facilities. C ITY may issue a maximum of Twenty-two (22) building permits for Model Units, private common recreation facilities and sales facilities. The plan to be submitted by OWNER for CITY approval shall describe the utilities and other infrastructure necessary to provide sufficient fire protection and other public health and safety requirements for the Model Units and other facilities.

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 app ly for a Subsequent Development Approval to effectuate such change and CITY shall process and act on suc h 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 i n CITY’s reasonable discretion, a change to the Existing Development Approvals shall be deemed “minor” a nd 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,
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(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 appli cation on the basis of such new rules, regulations and policies where the new rules, regulations and pol icies consist of the following:

(a) Processing fees by CITY to cover costs of processing applications for development approvals or for monitoring com pliance 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 necessar y 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.

3.6.2 Subsequent Development Approvals . This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying 442
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Subsequent Land Use Regulations tha t do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or condi tionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in co nflict 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 p revent 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 Se ction 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 co ntract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY a ll 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 i f 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 develop ment 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 this purpose, for such price and on such terms as may be available to similarly situated customers in the CITY.
(INSERT SPECIFIC INFRASTRUCUTRE IMPROVEMENTS)

3.7.1 OWNER agrees that development of the Proj ect shall require the construction of Storm Drain facilities from the Property to the connection with the County Line Channel as described in Exhibit F. OWNER shall be responsible for 443
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the construction of the necessary extension of master planned Storm Dra in facilities.

3.7.2 OWNER agrees that development of the Project shall require the construction of stre et improvements as described in Exhibit E and depicted in Exhibit F.

3.7.3 OWNER agrees that development of the Property shall require the extension o f permanent water and recycled water utility infrastructure as described in Exhibit E and depicted in Exhibit F consisting generally of the construction of the extension of permanent water and recycled water utility improvements to serve the Property. OW NER 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 agrees that recycled water shall be available and u tilized by OWNER for all construction-related water uses including prior to, and during, any grading of the Property.

3.7.4 OWNER agree s that NMC Builders shall be responsible for funding a portion of the design and construction of an additional extension of recycled water infrastructure in Riverside and Haven Avenues to be constructed by CITY.

These recycled water Improvements shall also serve the Project. OWNER shall deposit, or shall have deposited, with NMC Builders an amount equal to the OWNER’s ca pital contribution for the design and construction of the NMC Builders portion of the recycled water improvements in Riverside and Haven Avenues known as the “Phase 2 Recycled Water Improvements” within thirty (30) days after CITY requests such funds from NMC Builders. If OWNER has not deposited such amount, with NMC Builders within thirty (30) days after CI TY requests such funds from NMC Builders, then CITY shall be entitled to withhold issuance of any further permits (whether discretionary or ministerial) for the Project unless and until OWNER deposits the amount of OWNER’s capital contribution with NMC Builders for the design and construction of the NMC Builders portion of the Phase 2 Recycled Water System Improvements.

3.7.5 OWNER agrees that developmen t of the Property shall require the extension of permanent sewer improvements, at OWNER’s sole cost and expense, as described in the attached Exhibit E and depicted in Exhibit F consisting generally of the construction of the extension of sewer infrastructure to serve the Property.

3.7.6 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 Exhibit F cons isting generally of the construction of the extension of fiber optic communications infrastructure to serve the Property.
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3.8 Acquisition of Offsite Provision of Real Property Interests. In any instance where OWNER is required by any Development Approva l 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 in tended 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, exce pt 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.

3.8.1 CITY Acquisition of Non -Construction Agreement Offsite Property . In the event OWNER is required to const ruct 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 sha ll 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 unabl e 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 Pro perty at a public hearing noticed and conducted in accordance with California Code of Civil Procedure Se ction 1245.235 for the purpose of considering the adoption of a resolution of necessity concerning the Non -Construction Agreement Offsite Property, subj ect 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 t o 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 acquisit ion proceedings with respect to that Non -Construction Agreement Offsite Property, whereupon CITY shall cease such proceedings.

CITY shall provide writt en 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 peri od, OWNER may, at its option, notify 445
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CITY that it wants CITY to cease condemnation proceedings, whereupo n 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 autho rity 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 accorda nce 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 th e 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 benefi ts 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.

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 446
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impose new Development Impact Fees or amend the amounts of exis ting 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 D evelopment 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 towar d the payment of DIFs as required under Subsection 4.2.1.

4.2.3 Parkland and Quimby Act Fees . Pursuant to the General Plan (OntarioPlan) Goal PR1, Poli cy 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 cr edit, 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 prov ide dedicated and developed park acreage equal to two (2) acres per 1,000 projected population, OWNER sh all 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 standa rd, provided such park has been developed in accordance with the City’s park standards and is open to th e public generally, shall entitle OWNER to a credit toward its obligations under the Quimby Act (Gov. Code, § 64477) and the City’s implementing ordinan ce 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).

4.3 Responsibility for Construction of Public Improvements. 447
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4.3.1 Timely Construction of Public Infrastructure. The phasing of the areawide infrastruct ure 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 cond itions, all other required Improvements for each Tract Map, shall be completed and operational prior to, and as a condition precedent to, OWNER requesti ng 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. 20779.

4.3.2 Construction of DIF Program Infrastructure (Construction Agreement) . To the extent OWNER is required to construct an d 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 and DIF Reimbur sement 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.

4.3.4 Availability and use of Recycled Water . OWNER agrees that recycle d 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 448
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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 th rough one, or a combination of one or more, of the options provided in the following Sections F 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 num ber 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, t hirty 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.

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 constr uction, design and aesthetic standards, as well as number of rooms, as other units constructed as part o f 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 tha t to the extent OWNER has not constructed the required percentage of units, based on the number of build ing 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 Agree ment specifying terms for the allowable monthly housing costs or rents (as applicable) and maintenance a nd 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 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 substantia l rehabilitation of existing residential units in the City, it shall substantially rehabilitate and rest rict the affordability of, the number of residential units specified in Section 4.4.1, provided that such units shall be provided elsewhere within the C ity. The 449
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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 m ore units and the value of the rehabilitation constitutes 25 percent of the after rehabilitation value o f 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 Dat e 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 oc cupancy standards shall be prepared, executed and recorded against such units as a condition to the issu ance 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 bui lding 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 t he 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 Secti on 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 In - Lieu Fee”. If OWNER has not provided any affordable reside ntial units by construction or rehabilitation, the Affordability In -Lieu fee shall be equal to Three Dol lars and Forty -Six Cents ($3.46) per square foot of residential development within OWNER’s Project or, if pre -paid as set forth below, Three Dollars and Four Cents ($3.04) 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 Affordabili ty In -lieu Fee shall be recalculated and reduced in consideration of the number and type of affordable u nits 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) da ys following the earliest discretionary approval by the City for OWNER’s Project, including, but not lim ited to, any general plan amendment, specific plan adoption, development agreement, tentative map approval, variance, conditional use permit, or resolut ion of intention to form any public financing mechanism.

Three Dollars and Forty -Six Cents ($3.46) Three Dollars and Four Cents ($3.04) per square foot amounts shall automatically be increased annually, commencing on July 1, 2025, and automatically each Ju ly 1 thereafter. 450
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Such adjustment shall be based on the percentage increase (but no decrease) in the Con sumer 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 reside ntial 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 uni t, the City and OWNER shall enter into an Affordable Housing Agreement Affordability shall be assured fo r 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 requ irement 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 a nnual 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 agreemen ts between OWNER and the applicable school district(s), shall satisfy its new school obligations. The n ew school obligations for the Mountain View School District in the Ontario Ranch area have been projected to include the acquisition or dedication of sc hool 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 451
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District in the Ontario Ranch area have been projected to include the dedication of a school site for, and c onstruction 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 for egoing. 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 una ble 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.

4.6.1 Assigned Net MDD/Water Availability Equivalents. The City has agreed with NMC Builders LLC to reserve e xclusively 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 improveme nts funded by NMC Builders LLC, except to the bearer of an Assignment of Net MDD Water Availability.

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 4.6.3 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.
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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 Partici pation 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 sha ll be due and payable to City within one (1) year after the payment of the first installment, or prior t o, 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 recei pt of such required payment. CITY and OWNER agree that the amount of Water Availability Equivalents issu ed to OWNER shall be based on the maximum projected need for Water Availability Equivalents required for the Property based upon water demand factors an d 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 requir ed under this Section 4. 6.2, CITY shall issue a certificate of DIF Credit against OWNER’s DIF obligations in the Regional Water DIF Category.

4.6.2 Use of Assigned Net MDD Water Availability. OWNER shall provide evidence of sufficient Net MDD Water Avai lability 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.

4.7 Storm Water Capacity Availability.
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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 o ther conditions applicable to a particular development project, including those relating to on -site wate r treatment, water quality, connection to the storm water collection system, or other public infrastructure requirements.

4.8 Maintenance of Open Spac e. 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 an d restrictions establishing any homeowners’ association shall be approved by the Planning Director and City Attorney.

4.9 Compliance with Public Benefits Requirements.

4.9.1 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 Project- 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 pub lic infrastructure pursuant to the Construction Agreement and to acquire other public facilities constructed by OWNER subject to the provisions of the M emorandum 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 454
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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 $1,426.38 per Sin gle Family Detached Dwelling Unit, $1,236.46 per Multiple - Family Dwelling Unit, $1,036.38 per Gated Apartment Community Dwelling Unit, and $.26 per square foot for Non -Residential buildings. These amounts shall be subject to an automatic increase at a rat e not to exceed four (4%) percent per year, unless otherwise modified by the CITY. CITY shall be the so le 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 for mation 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 distri ct or other public financing mechanism within the Property, or any steps preliminary thereto, including, without limitation, the adoption of any resolut ion 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.

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 Agr eement. 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 455
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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 th e 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 demonst rate 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 OWN ER has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

6.1.6 Procedure Upon Findings.

(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 ha s 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 purs uant to
paragraph (b) to the City Council in accordance with the CITY's rule for consideration of appeals in zoning matters generally.
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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 propo ses to terminate or to modify this Agreement; and

(c) Other information that the CITY considers neces sary 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 t he 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 cond itions 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.

6.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compl iance 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 n ext 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 Peri odic 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 Agr eement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. 457
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In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Ag reement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OW NER, 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 a ction 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 non - monetary 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 on ce implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Prop erty 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 implemen ting 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.

8.3 Release. Except for nondamage remedies, including the remedy of specific perfo rmance 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 liabil ity, 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 fo r 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 458
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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, re quired 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 d ay 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, i f 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 revie wed the General Plan and concurs with CITY’s determination.

CITY shall have no liability in damages und er 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 Devel opment 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.

9.2 Third Party Litigation Concer ning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harml ess 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 no tify 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, f or property damage, bodily injury, or death (OWNER’s employees 459
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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, succes sors, 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 o r 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 attor ney(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 expe nses 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.

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 li en of any mortgage on the Property made in good faith and for value, unless otherwise required by law. 460
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(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 Mo rtgagee 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 t rust, 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 Agr eement 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 o f 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 Sectio n 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 CI TY 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 recorde d 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, underta kings 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 o r conditions of this Agreement.
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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 remainin g 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 s et 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 sh all 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 sha ll 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 b e 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 cons truction 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 Agreeme nt 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 s ingle lot which has been finally subdivided and sold to such owner as a me mber 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 par ty 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. 462
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11.11 Force Majeure . Neither party shall b e 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 p arty’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 he rein 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 provision s of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with t he 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 bur den 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 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 parti es 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 Pr oject 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 pa rtnership, 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 463
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conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with ac knowledgment 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 Dom ain. 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 designa tion 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 Cou nty 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).

11.20 Estoppel Certificate . Within thirty (30) business d ays 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 default s under this Agreement or that the responding party alleges that specified (date and nature) defaults ex ist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conc lusive 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 issuanc e 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 464
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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 wage s 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 complyi ng 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 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)

465
-39-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
466
-40-

SIGNATURE PAGE
TO DEVELOPMENT AGREEMENT FILE NO. PDA25-004

"OWNER"

SLV LC Center LLC
a Florida limited liability company
HCW LC Center LLC
a Florida limited liability company

Strack Farms Land LLC
a Delaware limited liability company

RHV Edison Ave LLC
a Florida limited liability company

MV Edison Ave LLC
a Florida limited liability company

EPC Holdings 938 LLC
a Washington 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
467

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. 468

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. 469

EXHIBIT "A"

TO DEVELOPMENT AGREEMENT

Legal Description of Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF

ONTARIO, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF LOT LINE ADJUSTMENTS NO. LLA 22-024 RECORDED MAY 10, 2023 AS INSTRUMENT NO. 2023-0113164 OF OFFICIAL RECORDS AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF

ONTARIO COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING

A PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF
SECTION 13, TOWNSHIP 2 SOUTH, RANGE 7 WEST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY Y DESCRIBED BELOW:

COMMENCING AT THE NORTHEAST CORNER OF SECTION 13 AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 139, PAGES 66 THROUGH 70, RECORDS OF SURVEY OF SAID COUNTY, SAID CORNER ALSO BEING

THE INTERSECTION OF THE CENTERLINES OF SCHAFFER AVENUE AND HAMNER AVENUE; THENCE SOUTH 00°19’17" EAST ALONG THE
CENTERLINE OF HAMNER AVENUE, 30 FOOT HALF WIDTH, A DISTANCE OF 1,987.75 FEET;THENCE SOUTH 89°40'43" WEST TO A POINT IN THE

WESTERLY RIGHT-OF-WAY OF SAID HAMNER AVENUE, A DISTANCE OF

30.00 FEET; THENCE SOUTH 00°19’17" EAST ALONG SAID WESTERLY RIGHT-OF-WAY, A DISTANCE OF 478.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89°58'36" WEST, A DISTANCE OF 277.94 FEET;
THENCE NORTH 00°05'44" WEST, A DISTANCE OF 479.31 FEET TO A

POINT IN THE NORTH LINE OF THE SOUTH HALF OF THE SOUTH HALF OF THE EAST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 13; THENCE NORTH 89°44'35" WEST, A DISTANCE OF 1,016.39 FEET TO THE

NORTHWEST CORNER OF THE SOUTH HALF OF THE SOUTH HALF OF THE EAST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 13; THENCE SOUTH 00°18'27" EAST, ALONG THE WEST LINE OF THE SOUTH

HALF OF THE SOUTH HALF OF THE EAST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 13, A DISTANCE OF 661.14 FEET TO A POINT IN THE CENTERLINE OF EDISON AVENUE;
THENCE SOUTH 89°40'34" EAST, ALONG SAID CENTERLINE, A DISTANCE OF 1,292.62 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY OF SAID HAMNER AVENUE; THENCE NORTH 00°19'17" WEST, ALONG SAID
470

WESTERLY RIGHT OF WAY, A DISTANCE OF 184.45 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL RIGHTS TO

MINERALS, OIL AND HYDROCARBONS, OR GAS LYING BELOW A DEPTH OF 500 FEET, PROVIDED FURTHER THAT GRANTOR SHALL HAVE NO

RIGHTS OF SURFACE ENTRY OR INGRESS OR EGRESS FROM PROPERTY DESCRIBED HEREIN, AS RESERVED IN DEED RECORDED JUNE 14, 1956, IN BOOK 3962, PAGE 569, OFFICIAL RECORDS.

APN: 0218-211-40-0-000

471

EXHIBIT "B"

TO DEVELOPMENT AGREEMENT

Map showing Property and its location

472

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.

On May 23, 2023, the Planning Commission:
473

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).

474

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 Repor t (State Clearinghouse No. 2022100425), Resolution No. 2023-060.

8. Amendment to the Rich -Haven Specific P lan (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
475

EXHIBIT "E"

TO DEVELOPMENT AGREEMENT

Description of Required Infrastructure Improvements

OWNER shall design, construct, and complete the following Street (ST), Sewer (SW), Storm Drain (SD), Potable Water (PW), Recycled Water (RW), and Fiber Optic (FO) improvements, prior to OWNER’s request for b uilding permits for Production Units.

STREETS (ST)

a. Last lane improvements on Hamner Avenue along the project frontage b. Last lane improvements on Hamner Avenue along the N.A.P. (218-211- 41) parcel.
c. East side of Clifton Avenue improvements, including chockers, ADA curb ramps, and sidewalk.

FIBER OPTICS (FO)

a. FO improvements on ‘D’ Street from Ladybug Paseo to ‘A’ Street b. FO improvements on A’ Street from ‘B’ Street to ‘D’ Street c. FO improvements on ‘B’ Street from the northern to southern project boundaries
d. FO improvements on ‘C’ Street from ‘B’ Street to ‘D’ Street e. FO improvements on Ladybug Paseo from Orchid Paseo to Hamner Avenue
f. FO improvements on Hamner Avenue along the project frontage

SEWER (SW)

a. SW improvements on ‘A’ Street from Clifton Avenue to ‘D’ Street b. SW improvements on ‘B’ Street from the northern to southern project boundaries
c. SW improvements on ‘C’ Street from ‘B’ Street to ‘D’ Street d. SW improvements on Orchid Paseo extending north in ‘D’ Street to south of ‘A’ Street
e. Proposed SW required to support project in Clifton Avenue, to Eucalyptus Avenue, to Mill Creek Avenue, to point of accepted SW in Bellegrave Avenue
476

f. Proposed SW required to support project in Orchid Paseo continuing downstream within TM-20451, to Clifton Avenue, to Eucalyptus Avenue, to Mill Creek Avenue, to point of accepted SW in Bellegrave Avenue

POTABLE WATER (PW)

a. PW improvements on ‘D’ Street from Ladybug Paseo to ‘C’ Street b. PW improvements on ‘A’ Street from ‘D’ Street to Clifton Avenue c. PW improvements on ‘B’ Street from the northern to southern project boundaries
d. PW improvements on ‘C’ Street from ‘B’ Street to ‘D’ Street e. Proposed PW is required to support project in Clifton Avenue connecting to Almond Blossom Street, to Mill Creek Avenue, to the point of accepted PW in Ontario Ranch Road.
f. Proposed PW is required to support project in Ladybug Paseo to the point of Accepted PW in Hamner Avenue

RECYCLED WATER (RW)

a. Proposed RW is required to support project in Ladybug Paseo to the point of Accepted RW in Hamner Avenue

STORM DRAIN (SD)

a. SD improvements on ‘A’ Street from ‘B’ Street to ‘D’ Street b. SD improvements on ‘C’ Street from ‘B’ Street to ‘D’ Street c. SD improvements on ‘D’ Street from ‘C’ Street to Ladybug Paseo d. SD improvements within PUE from ‘D’ Street to Hamner Avenue

477

EXHIBIT “F”

TO DEVELOPMENT AGREEMENT

Depiction of Required Infrastructure Improvements

(SEE ATTACHED EXHBITS)

478

479

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 Wate r Availability.

Amount of Net MDD _________________________ gpm

________________________________________
Scott Ochoa, City Manager

Dated:_________________________________

480

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 _______________, 202_, 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:

481

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 Maste r-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. 482

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.

Potable WaterThe Ontario Plan 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.

483

Exhibit “J”
Form of Plume Disclosure Letter

484
Department: Financial Services
Prepared By: Cruz Torres
Department:

Prepared By: Cruz Torres
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: 27
SUBJECT:

A PUBLIC HEARING TO CONSIDER A RESOLUTION REGARDING THE FORMATION OF THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARIO RANCH FACILITIES); ADOPTION OF A RESOLUTION DEEMING IT NECESSARY TO INCUR BONDED INDEBTEDNESS; AND INTRODUCTION OF AN

ORDINANCE LEVYING SPECIAL TAXES

CITY OF ONTARIO
Agenda Report
June
2, 2026
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council consider and:

A
.

Adopt a Resolution of Formation of Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities), proposing that the community facilities district be authorized to levy a special tax and proposing that an appropriations limit of the community facilities district be established;
B
.

Adopt a Resolution deeming it necessary for the district to incur bonded indebtedness within Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities); C
.

Adopt a Resolution calling a special election for City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities);
D
.

Adopt a Resolution declaring the results of the special election and directing the recording of a Notice of Special Tax Lien;
E
.

Introduce and waive further reading of an Ordinance levying special tax within City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities); F
.

Adopt a Resolution authorizing the execution and delivery of an acquisition and funding agreement with SL Ontario Development Company, LLC ("SLODC"); and G
.

Adopt a Resolution making a declaration of official intent to reimburse expenditures for costs of facilities with bond proceeds and related actions.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods 485
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
fund a portion of the public infrastructure improvements needed to serve the project. B onds
issued pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Mello-Roos Act") are not a direct obligation of the City. Such bonds are paid from special taxes levied on taxable parcels located within the boundaries of the community facilities district. Accordingly, 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 requisite vote of the qualified electors, 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 through the issuance of Mello-Roos bonds are to adopt Resolutions decla
ring the intention to establish a community facilities district, authorize the levy of special tax, and issue bonds. Accordingly, on
April 7, 2026,
the City Council approved
Resolution
No. 2026-018
, a Resolution of Intention to establish City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities) and authorize the levy of special taxes; and Resolution No. 2026-019
decla
ring the City Council's intention to issue bonds for the district. The Resolution of Intention set the public hearing date for the regularly scheduled City Council meeting on May 19, 2026, to consider formation matters. Due to the cancellation of the May 19, 2026, City Council meeting, the public hearing was scheduled for June 2, 2026.

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.

The Resort at Ontario Ranch Facilities project is approximately 18.19 gross acres located south of Eucalyptus Avenue, north of Parkview Street, west of Cleveland Avenue, and east of Haven Avenue.

At build-out, the project is expected to include 331 residential units consisting of 116, 3-story attached homes, 100, 2-story detached homes, and 115, 3-story detached homes.

Included, as part of the Resolution of Formation 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 ($11.5 million) in order to allow future City Council 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 486
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 Mello- Roos Act, to ensure that home buyers are making an informed decision, all residential builders in the Ontario Ranch districts are required to disclose the maximum annual special tax amount to each homeowner before entering into a sales contract.

Attached are six Resolutions and an Ordinance. The first attached Resolution establishes the community facilities district, with the rate and method of apportionment of special taxes and authorizes the levy of special taxes within the district. The second attached Resolution deeming it necessary to incur bonded indebtedness for the district. The third attached Resolution calls for a special landowner election to be held on June 2, 2026. The fourth attached Resolution declares the results of the election, including a statement from the City Clerk as to the canvass of ballots, and directs the recording of the Notice of Special Tax Lien. The fifth attached Resolution authorizes the acquisition and funding agreement. The sixth Resolution declares the intent to reimburse facilities expenditures with bond proceeds and related actions. The attached Ordinance authorizes the levying of special taxes.
487
RESOLUTION NO. _______

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

CALIFORNIA, OF FORMA TION OF CITY OF ONTARIO COMM UNITY FACILITIES DISTRICT NO. 77 (THE RESORT AT ONTARI O RANCH

FACILITIES), PROPOSING THAT THE C OMMUNITY FACILITIES

DISTRICT BE AUTHORIZED TO LEVY A SPECIAL TAX AND PROPOSING

THAT AN APPROPRIATIO NS LIMIT OF THE COMMUNITY FACIL ITIES DISTRICT BE ESTABLISHED.

WHEREAS, on April 7, 2026 , 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”), 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” (the “Resolution of Intention”), stating its intention to establis h City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities ) (the “Community Facilities District”), to authorize the Community Facilities District to levy a special tax within the Community Facilities District for the pur pose of financing certain public facilities and services and setting the date for a public hearing to be held on the establishment of the Community Facilities District; and

WHEREAS, pursuant to the Resolution of Intention, City Council fixed Tuesday, May 19, 2026, at 6:30 p.m., or as soon thereafter as the City Council may reach the matter, as the time when the City Council will conduct the public hearing on the establishment of the Community Facilities District; and

WHEREAS, the May 19, 2026 City Council meeting was cancelled and reconvened on the next regular date and the public hearing on the establishment of the Community Facilities District has been continued to this meeting, as the next regular City Council meeting; and

WHEREAS, pursuant to the Resolution of Intention, notice of said public hearing on this date was timely published in the Inland Valley Daily Bulletin , a newspaper of general circulation published in the area of the Community Facilities District, in accordance with the Act; and

WHEREAS, on this date, the City Council opened, conducted and closed said public hearing; and

WHEREAS, pursuant to the Resolution of Intention, each officer of the City who is or will be responsible for providing one or more of the proposed types of public facilities or services to be financed by the Community Facilities District was 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 public facilities and services by type that will in his or her opinion be required to adequately meet 488
the needs of the Community Facilities District, and his or her estimate of the cost of providing such public facilities and services; such officers were also directed to estimate the fair and reasonable cost of the public facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid; and

WHEREAS, said report was so filed with the City Council and made a part of the record of said public hearing; and

WHEREAS, at the hearing, the testimony of all persons for or against the establishment of the Community Facilities District, the extent of the Community Facilities District and the furnishing of the specified types of public facilities and services was heard; and

WHEREAS, written protests against the establishment of the Community Facilities District, the furnishing of any specified type or types of facilities and services within the Community Facilities District or the levying of a specified special tax were not made or filed at or before said hearing by 50 % or more of the registered voters, or six registered voters, whichever is more, residing within the territory proposed to be included in the Community Facilities District, or the owners of one-half or more of the area of land in the territory proposed to be included in the Community Facilities District and not exempt from the special tax; and

WHEREAS, there has been filed with the City Clerk of the City a letter from the Registrar of Voters of the County of San Bernardino indicating that no persons were registered to vote within the territory of the proposed Community Facilities District as of April 14, 2026, which demonstrates that 12 or more persons have not been registered to vote within the territory of the proposed Community Facilities District for ea ch of the 90 days preceding the close of said public hearing; and

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 Sect ion 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 489
WHEREAS, the City and SL Ontario Development Company, LLC (“SLODC”), have entered into the Deposit and Reimbursement Agreement, dated as of May 1, 2025 (the “Deposit Agreement”), that 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 t o 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 Community Facilities District is hereby established.

SECTION 3. The name for the Community Facilities District is “City of Ontario Community Facilities District No. 77 (The Resort at Ontario Ranch Facilities).”

SECTION 4. The public facilities (the “Facilities”) proposed to be fi nanced by the Community Facilities District pursuant to the Act are described under the caption “Facilities” on Exhibit A 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 A 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 A hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit A hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, lease -purchase o r installment -purchase arrangement.

SECTION 5. The proposed special tax to be levied within the Community Facilities District has not been precluded by majority protest pursuant to Section 53324 of the Act.

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 heret o as Exhibit B, which is by this reference incorporated herein. The conditions under which the obligation 490
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 T ax 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 date the Community Facilities District is created. The Services may not supplant services already available within that territory when the Co mmunity 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 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 name, address and telephone number of the office , department or bureau that will be responsible for preparing annually a current roll of Special Tax levy obligations by assessor’s parcel number and that will be responsible for estimating further Special Tax levies pursuant to Section 53340.2 of the Act are as follows: City of Ontario, Financial Services Agency, 303 East B Street, Ontario, California 91764, (909) 395-2015 or email [email protected].

SECTION 11. Upon re cordation of a notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the Special Tax shall attach to all nonexempt real property in the Community Facilities District and this lien shall continue in force and effect until the Special Tax obligation is prepaid, permanently satisfied and canceled in accordance with law or until the Special Tax ceases to be levied and a notice of cessation of the Special Tax is recorded in accordance with Section 53330.5 of the Act. 491

SECTION 12. The boundary map of the Community Facilities District has been recorded in San Bernardino County in Book 92 at Page 95 of Maps of Assessments and Community Facilities Districts in the San Bernardino County Recorder’s Office (Document No. 2026-0092084).

SECTION 13. The City Council proposes that the annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the Community Facilities District be established at $45,000,000.

SECTION 14. Pursuant to the provisions of the Act, the propositions to authorize the Community Facilities District to levy the Special Tax and to establish the appropriations limit of the Community Facilities District specified above shall be subject to the approval of the qualified electors of the Community Facilities District at a special election. The City Council hereby finds and determines that no persons were registered to vote within the territory of the proposed Community Facil ities District as of April 14, 2026, and that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearing held by the City Council on the establishment of the Community Facilities District.

Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each person who is the owner of land as of the close of said public hearing, o r the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District not exempt from the Special Tax. The voting procedure shall be by mailed or hand - delivered ballot.

SECTION 15. SLODC has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council has pr eviously approved the acceptance of such funds for the purpose of paying costs incurred in creating the Community Facilities District and the incurrence of bonded indebtedness thereby. The City Council proposes to repay SLODC all or a portion of such funds so advanced, without interest, solely from the proceeds of any such bonded indebtedness incurred by the Community Facilities District, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.

SECTION 16. The City Council hereby finds and determines that all proceedings, up to and including the adoption of this Resolution , were valid and in conformity with the requirements of the Act. In accordance with Section 53325.1 of the Act, such finding shall be final and conclusive.

SECTION 17. 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, a re hereby approved, confirmed and ratified.

492
SECTION 18. 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 19. This Resolution shall take effect immediately upon its adoption.

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

PASSED, APPROVED, AND ADOPTED this 2nd day of June 2026.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

493

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 June 2, 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 June 2, 2026.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

494

EXHIBIT A

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 land scaping 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 an d 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, s idewalks, 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 operati on 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 design ing 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.
495
4137-9535-8822.4

EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

496

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 Faciliti es) (“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 taxe d for the purposes, to the exte nt, 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 S ubdivision Map, parcel map, condominium plan, or other recorded County map.

“Act” means the Mello-Roos Community Faci lities 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 co llection 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 di scharge 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 CF D 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 asso ciated with preparing Special Tax disclosure statements and responding to pub lic inquiries regarding the Sp ecial 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 accord ance 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 a ttorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

497

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 defi ned 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 Faci lities 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 contra ctual assessment established and levied on an Assessor’s Parcel pursuant to Chapter 29 of Part 3 of Divi sion 7 of the California Streets and Highways Code (commencing with Section 5898.10 et seq. ), as amended from time to time, (b) a special ta x established and levi ed on an Assessor’s Parcel pursuant to Section 53328.1 of the California Gove rnment 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 i ndividual Assessor’s Parcel pursuant to a contractual agreement or othe r voluntary consent by the ow ner thereof (e .g., property owner association assessments).

“County” means the County of San Bernardino.

498

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, al l 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 numbe r 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 th e 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 i ndividual 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 agr eement, resolution, or other instrument pursuant to which Bonds are issued, as modi fied, 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 boundari es 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.

499

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 determin ed 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 wh ich Units of a given Land Use Class have sold or are expected to be sold in a normal marketi ng 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 C ity 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 bu ilding 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 outs tanding 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 experi ence in performing pr ice point studies for residential units within community facilitie s 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 contro l of CFD No. 77 or the City, (d) does not have any substantial interest, di rect 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 th e 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 le tter 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 Develope d 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, Proportiona tely means that the amount of the increase above the Assigned Special Tax, if necessar y, is equal for all A ssessor’s Parcels of Developed Property, except that if the B ackup Special Tax limits the increase on any Assessor’s Parcel(s), then the amount of th e increase shall be equal for the remaining Assessor’s Parcels; (b) for Final Mapped Property, that the ratio of the actual Special Tax 500

City of Ontario CFD No. 77 5 February 18, 2026
levy to the Maximum Special Tax is equal fo r 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 Assesso r'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 Taxabl e Public Property, th at 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 fo r purposes of public or utility right-of-way that makes impractical its use for any purpose ot her 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 Foot age of living area within the perimeter of a Unit, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determin ation 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 Sq uare Footage shall be rounded up to the next whole square foot. On ce such determination has be en 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 us e 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 anot her duplex unit), and may be purchased by individual homebuyers (which sh all 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.

501

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 issu ed 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 su ch Fiscal Year; (ii) pay periodic costs on the Bonds, including, but not limited to, cred it enhancement and rebate payments on the Bonds; (iii) pay Administrative Expenses; (iv) provide any amounts re quired to establish or replenish any reserve fund for the Bond s; (v) pay directly for acquisition or construction of Facilities, or the cost of Servic es, 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 delinque ncy rate for the Special Ta x as determined by the CFD Administrator.

“Square Footage” or “Sq. Ft.” means the floor area squa re footage reflected on the original construction building permit, or as se t forth in other official records maintained by the City’s Building Department or othe r appropriate means selected by CFD No. 77, issued for construction of Residential Prope rty or Non-Residential Property, plus any square footage subsequently added to a building of Non-Reside ntial 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 ar e 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 pertaini ng 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.

502

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 calculate d, the sum of (a) th e Assigned Special Tax for such Land Use Class for such Fiscal Year, plus (b) ad valorem property taxes, special assessments, special taxes for any overlappi ng community facilitie s 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 co llection portion of such asse ssments), and that the CFD Administrator estimates would be levied or imp osed on such Unit in such Fiscal Year if the residential dwelling unit thereon or ther ein 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 Ye ar, all Taxabl e Property not classified as Developed Pr operty, Final Mapped Property, Ta xable Public Property, or Taxable Property Owner Association Property.

“Unit” means an individual single -family detached or attached home, townhome, condominium, apartment, or other resident ial 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 Y ear 2026-27, all Taxable Property within CFD No. 77 shall be classified as Developed Pr operty, Final Mapped Property, Taxable Public Property, Taxable Property Owner Associati on Property, or Undeve loped 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 sha ll be further classified as: Single Family Property (and further classified as Single Family Attached Property or Single Family Detached Property, as needed) or Other Re sidential Property; or Non-Residential Property. Assessor’s Parcels of Single Family Attached Prope rty shall be assigned to Land Use Classes 1 through 14, an d Single Family Detached Pr operty shall be assigned to Land Use Classes 15 through 21, as listed in Table 1 belo w 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 fort h in Table 1 below) shall be analyzed in accordance 503

City of Ontario CFD No. 77 8 February 18, 2026
with and subject to the condi tions set forth in this Sec tion C. At such time, CFD No. 77 shall select and engage a Pr ice 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 owne r association assessments, applicable to Units within one or more Land Use Cl asses 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 th e reductions, if a ny, in the Assigned Special Tax and Backup Special Tax required pursuant to this Section C, the CFD Administrator shall complete the Cert ificate of Modification of Special Tax substantially in the form attached here to as Exhibit A (the “Certificate of Modification”), shall execu te such completed Certificate of Modification, and shall deliver such executed Certificat e of Modifica tion to CFD No. 77. Upon receipt thereof, if in satisfactory form, CFD No. 77 shall execute such Certificate of Modification. The re duced Assigned Special Ta x and Backup Special Tax specified in such Certific ate 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 s oon as practicable af ter execution of the Certificate of Modification by CFD No. 77. The reductions in this section apply to Single Family Property, but not to Other Residentia l Property or Non- Residential 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 classi fied 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 504

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.

T
ABLE 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
505

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
Propert
y

Detached = $585,776  Expected Residential Lot
Count for Single Family Detached
Property

If any portion of a Final Subdivisi on 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 Bac kup 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 e xpected Final Mapped
Property change.

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

Step 3: Apply the amount determined in Step 2 as the
Backup Special Tax per Un it for Single Family
Attached Property or Single Family Detached
Property.

506

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 Owne r 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 Resi dential Property and Non-Residential Property (based on the pro rata shar e 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