Ontario City Council
July 21, 2026

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

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
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3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it 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. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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

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

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

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

T&B PLANNING
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 T&B PLANNING
By:

Its: Vice President / Principal
Printed Name: Nicole Morse
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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EXHIBIT "A"

SCOPE OF SERVICES
[***INSERT SCOPE***]
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EXHIBIT "B"

SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]
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EXHIBIT "C"

COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 1401

CONSULTING AGREEMENT

ESTIMATE & AUTHORIZATION
This CONSULTING AGREEMENT AND ESTIMATE & AUTHORIZATION constitutes a legal agreement solely between T&B Planning, Inc. and CLIENT herein named as:

CLIENT NAME: CITY OF ONTARIO
JOB NUMBER: 1131-005
PROJECT NAME: ONTARIO SPORT EMPIRE PUD
DATE: June 24, 2026
PROJECT DESCRIPTION:

The City of Ontario (“City”) is requesting California Environmental Quality Act (CEQA) consulting services for the preparation of an Supplemental Environmental Impact Report (SEIR) to the certified Ontario Regional Sports Complex Environmental Impact Report (EIR). The Ontario Regional Sports Complex (ORSC) EIR (State Clearinghouse [SCH] No. 2023110328) was certified on August 5, 2024 and evaluated the development of a variety of recreational opportunities on an approximately 199-gross-acre site (ORSC site) in the City of Ontario (“Approved Project”). The Approved Project included a semi-professional Minor League Baseball stadium, retail uses, and a hospitality area in addition to a new City recreation center and aquatics center surrounded by a variety of baseball/softball, soccer, and multiuse fields. Certain components of the Approved Project are constructed, others are under construction, and still others are yet to be constructed.

The City is now seeking a change to the Approved Project to allow for the development of Ontario Sports Empire Planned Unit Development (PUD). The PUD area will generally cover Planning Areas 2 to 7 of the ORSC site. Based on preliminary information provided by the City, it is our understanding that the Project to be evaluated in an SEIR would maximize the allowable land uses and consists of the following:
• General Plan Amendment and Zone Change to accommodate additional land use changes. • A podium style residential development north of the approved Ontario Ranch Hotel site in Planning Area

2. • Mixed use development including office, retail, hospitality, and residential uses in the parking areas south of Ontario Field and the Ontario Ranch Hotel in Planning Areas 2, 3, 4, and 5. • An 15,000 seat United Soccer League soccer stadium at the northwest corner of Chino Ave and South Champions Way in Planning Area 6.
• A 362,000 square feet indoor athletics facility in Planning Area 7.

In summary, the Project would result in an increase in commercial, parking, stadium, and residential uses as shown in the table below.
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Land Use Commercial Parking Stadium Residential
Approved 540,750 272,000 450,000 -
Proposed 1,923,0001 2,313,260 732,600 1,350,000/
1,013 Units
Change +1,382,250 +2,041,260 +282,600 +1,350,000/
1,013 Units 1 Commercial uses include hotel (454 Rooms), office, retail, and indoor athletics uses.

Because the Project involves discretionary approvals, the Project will be subject to compliance with CEQA. It is expected that an SEIR to the ORSC EIR will be prepared to satisfy the CEQA requirements.

DETAILS/COMMENTS:

Pursuant to City direction, T&B Planning shall undertake the following tasks:

PHASE 1 TECHNICAL REPORT PREPARATION
Task 1.1 Coordinate and Review Technical Studies
As part of this Task, T&B Planning will coordinate with the technical consultants to ensure that all are using the correct project description and to verify that technical reports will address all required environmental issues in a manner consistent with CEQA and City of Ontario requirements. As draft technical reports are made available, T&B Planning will review each technical report for accuracy and suitability for use in support of the CEQA analysis.

Each technical report must include a description of existing conditions, an impact analysis, identification of appropriate mitigation measures, and a monitoring program, as necessary. In addition, the budget for this Task anticipates that all of the Project’s technical consultants will provide their technical reports in an accessible format that meets Americans with Disabilities Act (ADA) requirements; additional budget may be needed in the event T&B Planning needs to convert any technical studies to an accessible format in order to meet applicable ADA requirements. Accordingly, the scope of work and budget for this task assumes a maximum of four (4) staff hours of review and coordination time for each technical study, and that only the following technical studies will require review and comment:
• Air Quality Impact Analysis
• Health Risk Assessment
• Biological Resources Assessment^
• Cultural Resources Assessment^
• Energy Analysis
• Geotechnical Report*
• Paleontological Resources Assessment^
• Greenhouse Gas Assessment
• Phase I/II Environmental Site Assessment^
• Hydrology/Drainage Study*
• Water Quality Management Plan*
• Noise and Vibration Impact Analysis
• Traffic Impact Analysis
• Vehicle Miles Traveled Analysis
• Parking Memorandum
• Water Supply Assessment
The asterisk (*) above indicates that the report is anticipated to be provided by the City and is not included in the scope or budget under this proposal. The caret (^) indicates that no new report will be required for the Project 1403
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and the SEIR will rely on the previous report used in the ORSC EIR.

Task 1.2 PlaceWorks (AQ/GHG, Energy, Noise, WSA)
PlaceWorks will prepared an Air Quality and Greenhouse Gas (GHG) Emissions Technical Memorandum, an Energy Technical Memorandum, a Noise and Vibration Technical Memorandum, and a Water Supply Assessment (WSA) for the Modified Project. The AQ/GHG Tech Memo will include a construction health risk assessment, air pollutant modeling to quantitatively evaluate both short-term and long-term criteria air pollutant emissions and GHG emissions from construction and operational activities associated with the Project. Energy consumption associated with the Project will be calculated and compared to the energy consumption estimates reported in the certified ORSC EIR. PlaceWorks will also evaluate potential noise and vibration levels from the Project and compare them to the levels reported in the ORSC EIR. Refer to Attachment A of this proposal for the full scope of work.

Task 1.3 Fehr and Peers (Transportation)
Fehr and Peers will prepare a Vehicle Miles Traveled (VMT) Assessment, Level of Service (LOS) Assessment, and Parking Study for the Project. The VMT Assessment will utilize the latest San Bernardino Transportation Analysis Model (SBTAM+), consistent with the City’s latest general plan amendment updates and consistent with the ORSC EIR modeling. The LOS Assessment assumes evaluation of 41 study intersections which will be consistent with the approved LOS study for the Approved Project, estimate the number of trips generated by the Project, and forecasts traffic within the study intersections and roadway segments for five scenarios. The Parking Study will build upon the previously completed parking study and focus on evaluating changes in parking demand associated with the Project. Refer to Attachment A of this proposal for the full scope of work.

PHASE 2 INITIAL STUDY/NOP AND SCOPING
Task 2.1 Initiation and Project Description
T&B Planning will prepare a formal Project Description that will be used throughout the CEQA compliance process.

The Project Description will include both text and exhibits that describe the proposed Project and its associated applications. We expect that a majority of the exhibits will be taken from the Project’s application materials.

Because the Project Description will form the basis for analysis within the SEIR, it is critical that an accurate description of all Project elements be prepared, including construction and operational characteristics associated with the proposed Project.

The budget for this task anticipates that the Project civil engineer and architect will provide to T&B Planning the appropriately georeferenced and projected technical files and plans (State Plane coordinate system, NAD 83, US survey ft) in Autodesk (.dwg) and/or ESRI shapefile (.shp) formats, along with a Portable Document Format (.pdf) exhibit depicting the data. Provided data must include all pertinent AutoCAD External Reference (XREF) data, relevant layer descriptions, shapefile-related dataset files, and any other connected or referenced information.

Task 2.2 Notice of Preparation and Scoping Meeting
Because the proposed Project will clearly warrant an EIR, it is our understanding that an Initial Study Checklist will not be needed for the Project and only a Notice of Preparation (NOP) will be required. T&B Planning will prepare 1404
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the NOP as required by Section 15082 of the CEQA Guidelines. The NOP will include a brief description of the Project, a description of the Project location, and a summary of the probable environmental effects of the Project.

The NOP will provide a brief analysis to scope out environmental topic areas that would result in no impact (e.g., agricultural and forestry resources, mineral resources, and wildfire). The NOP form will be provided to the City for review and approval.

The NOP must be distributed for a 30-day public review period to Responsible Agencies, Trustee Agencies, and other interested parties. We expect that the City will provide mailing labels for property owners within the City’s required notification radius. This proposal anticipates that T&B Planning will be responsible for distributing the NOP to surrounding property owners; Responsible Agencies, Trustee Agencies, and other interested parties; and uploading to the State Clearinghouse web portal. The City will be responsible for publication in the newspaper.

Distribution will be handled under Task 5.3. During the 30-day public review period of the NOP, T&B Planning will periodically contact City staff and request that they forward copies of the public comment letters to T&B Planning as they are received. We will review the comment letters to ensure that relevant comments are addressed in the SEIR. If any comments necessitate an expanded scope of analysis in the SEIR, we will reevaluate our scope of work and notify the City.

T&B Planning will submit the completed NOP to the City for review. Following City review, T&B Planning will revise the NOP and submit the revised version to the City for final approval. This proposal assumes that there will be one (1) round of review by the City and that requested revisions, if any, would be minor in nature.

Pursuant to CEQA Guidelines Section 15206(b)(1), a proposed local general plan, element, or amendment thereof for which an EIR was prepared meet the definition of a project having statewide, regional, or area wide significance. Accordingly, a public scoping meeting will be required pursuant to CEQA Guidelines Section 15206 (b)(1). In consultation with City staff, T&B Planning will facilitate one (1) public scoping meeting to present the various aspects of the proposed Project and to solicit comments regarding the scope and content of the SEIR. It is anticipated that City staff will secure a location for the meeting, which will be advertised as part of the Project’s NOP. T&B Planning will prepare all visuals and handouts, which are budgeted as part of under Task 5.3. Costs associated with printing will be billed as reimbursable expenses in accordance with our Hourly Rates and Billing Policy (Exhibit A).

PHASE 3 DRAFT SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT
Task 3.1 First Administrative Draft SEIR
T&B Planning will commence with the preparation of the Administrative Draft SEIR immediately following completion of the Project Description (Task 2.1) and distribution of the NOP for public review (Task 2.2). We will focus first on preparing the SEIR sections that are not reliant on technical studies, as it is anticipated that at least some of the studies will still be under preparation. T&B Planning will prepare an Administrative Draft SEIR to the ORSC EIR in accordance with State and City requirements. The SEIR will generally include the following sections, subject to approval of the format/approach by the City:
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Executive Summary. This introductory section will provide a synopsis of each Project component; a summary of the Project alternatives (if any), and a brief discussion of areas of controversy and issues to be resolved by the decision-making body. The Executive Summary also will include a Summary Table, which will identify the significance of each impact, previous Mitigation Measures applicable to the Project, Project-specific mitigation measures, and the level of significance after mitigation. In the interest of efficiency, the Summary Table will not be prepared until after the City’s review of the Administrative Draft SEIR.

Introduction. The Introduction will explain the purpose and type of EIR, discuss the legal authority for preparation of the SEIR, summarize the SEIR scoping process, identify documents incorporated by reference, and outline the SEIR public review process.

Environmental Setting. The Environmental Setting section will include a brief description of Project location, geographic and physical setting, surrounding land uses, and the physical environmental conditions of the Project area as they exist on the date of the SEIR’s NOP issuance. A brief overview of the environmental conditions of the Project area and surrounding area also will be provided. In addition, a summary of the existing planning and policy context will be presented, including the property’s relationship to the General Plan, zoning, and other applicable regional plans and policy documents.

Project Description. An SEIR Project Description will be prepared. The Project Description will include text and exhibits that describe the proposed Project and its construction and operational details, in addition to any off-site improvements that are required to support the Project. The Project Description will form the basis for analysis within the SEIR for the changes in the ORSC Project. We expect that the majority of the Project Description exhibits will be taken from the Project’s application/entitlement materials, that are required by the City, with minimal graphic manipulation required by T&B Planning for format/legibility. The budget for this Task anticipates that the Project civil engineer and architect will provide their technical files and plans to T&B Planning.

The Project Description will also identify the Project’s objectives, which will form the basis for subsequent analysis of Project alternatives (if needed), and will include a summary of actions that may be associated with Project implementation. The Project Description will also document any and all anticipated subsequent approvals, including approvals that may be required from federal, State, and/or local agencies.

Environmental Analysis. This scope of work assumes that the SEIR will include all twenty environmental issue areas identified in Appendix G of the CEQA Guidelines:
• Aesthetics
• Agriculture and Forestry Resources
• Air Quality
• Biological Resources
• Cultural Resources
• Energy
• Geology and Soils
• Greenhouse Gas Emissions
• Hazards and Hazardous Materials
• Hydrology and Water Quality
• Land Use/Planning
• Mineral Resources
• Noise
• Population and Housing
• Public Services
• Recreation
• Transportation
• Tribal Cultural Resources
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• Utilities/Service Systems • Wildfire
The respective topical SEIR sections will include the following information, tiering from the ORSC EIR, as appropriate:
• Existing Conditions
• Applicable Environmental Regulations
• Basis for Determining Significance
• Identification of applicable previous MMs
• Summary of ORSC EIR Conclusions
• Impact Analysis (including Cumulative Impact Analysis) • Additional Project-specific Mitigation (if needed)
• Significance of Impacts after Mitigation (if mitigation measures are required) • References
As applicable, the sections based on Project-specific technical reports will include a summary of those technical reports, which will be included as appendices to the SEIR.

Other CEQA Considerations. The SEIR will summarize unavoidable impacts of the Project. The SEIR also will disclose significant irreversible environmental changes which would be involved in the proposed action should it be implemented. A discussion of Growth Inducement will focus on elements of the Project which could remove obstacles to growth in the area such as the provision of improved roadway connections.

Project Alternatives. If determined necessary based on the results of the environmental analysis for each topical issues, the Project Alternatives section will be based on a description of reasonable Project alternatives defined in consultation with the City. Each alternative identified in this section will be intended to meet the Project’s primary objectives while minimizing or eliminating significant environmental effects associated with the Project.

For purposes of budgeting for this Task, it is anticipated that no more than three (3) alternatives will be presented in the SEIR, including the No Project Alternative. If exhibits illustrating the alternatives are required, we expect that the exhibits will be provided by the Project architect or engineer at a level of detail that facilitates their analysis as required under CEQA.

Individuals and Agencies Consulted and SEIR Preparers. This section will identify persons contacted in order to prepare the SEIR and will identify the SEIR preparers.

Upon completion of the Preliminary Administrative Draft SEIR, the Preliminary Administrative Draft SEIR will be provided electronically to the City for review and comment.

Task 3.2 Second Administrative Draft SEIR
Based on City staff review of the First Administrative Draft SEIR document, T&B Planning will revise the SEIR document to respond to comments, questions, and requests for clarification. This proposal anticipates that comments will be minor to moderate in scope and complexity. All document revisions will be indicated in 1407
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strikeout/underline format based on comments provided by the City. For purposes of creating a budget for this task, we anticipate that the City will not require substantial changes to the Project Description or request substantial expansions to any technical studies prepared in support of the EIR.

Upon completion of the Second Administrative Draft SEIR, the SEIR document and its supporting technical reports will be submitted to the City for additional review. The budget for this task anticipates that only minor document revisions will be requested from the City following submittal of the Second Administrative Draft EIR document, which will be incorporated as part of the Public Review Draft EIR (Task 3.3). However, if any substantive issues remain, T&B Planning will arrange a meeting with City staff to discuss the comments and recommend appropriate ways to address remaining concerns. Up to 75 hours of staff time is budgeted for two revision cycles (150 hours total maximum for all revisions), but we will only invoice for time actually spent.

Task 3.3 Public Review Draft SEIR and Public Notices
Upon receiving City authorization to publish the Draft SEIR, T&B Planning will prepare the Draft SEIR and its technical appendices for public review per City direction and State requirements. T&B Planning will also prepare the Notice of Completion (NOC) and Notice of Availability (NOA) of a Draft SEIR required for the Draft SEIR’s 45- day public review period. The distribution list for the NOA and Draft SEIR will be based on the distribution list prepared for the NOP, and supplemented, if necessary, by persons and organizations that request notification and any individuals and agencies that commented on the NOP. It is also expected that the NOA will be distributed to adjacent property owners and occupants. This proposal anticipates that the City will provide updated mailing labels for all property owners and occupants within the City’s required notification radius. Prior to public distribution, T&B Planning will submit the draft mailing list to the City for review and approval. This proposal anticipates that T&B Planning will be responsible for distributing the NOA and uploading the Draft SEIR and supporting documents to the SCH CEQAnet database. T&B Planning will request that the City prepare an advertisement for publication in the local newspaper as required by CEQA.

T&B Planning will conduct the Draft SEIR distribution by first-class certified mail and/or e-mail with the exception of adjacent property owners, which will be sent by regular mail. Mailing expenses are not included in the budget for this Task, and will be billed as reimbursable expenses in accordance with our Hourly Rates and Billing Policy included in Exhibit A. During the 45-day review period, written public comments will be directed to the City. T&B Planning will request that the City forward copies of the comment letters to us as they are received, and then send us the complete set of comment letters at the close of the public comment period.

PHASE 4 FINAL SEIR, MMRP AND FINDINGS/SOC
Task 4.1 Responses to Comments and Administrative Draft Final SEIR Upon completion of the 45-day public review period, T&B Planning, in coordination with the technical team members, will prepare written responses to all substantive comments addressing environmental impacts received. Comments received in response to the Draft SEIR will be discussed with City staff and the technical consultants, as necessary, and an approach to the responses will be agreed upon prior to preparation of the draft Response to Comments. If any comments necessitate an expanded scope of analysis in the Final SEIR, we will notify the City.
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In addition to Responses to Comments, the Final SEIR will include a section identifying revisions to the SEIR document, as necessary to clarify or correct information in support of the draft Response to Comments. Any such revisions will be shown in strikeout/underline format. Revisions to the actual Draft SEIR document and reproduction of that document are not included as part of this scope of work. The Final SEIR will also document the public review process for the SEIR, provide a list of commenters, and identify the nature, location, and reason for any and all revisions incorporated into the Final SEIR. The Final SEIR also will provide a discussion and rationale for why recirculation of the Draft SEIR for an additional public review period is not required pursuant to CEQA Guidelines Section 15088.5, as appropriate.

The estimated budget for this Task assumes this effort will not exceed 132 hours of technical staff time to prepare the Final SEIR, including responses to comments. However, this budget should be considered an estimate only as the number and complexity of comments that will be received is unknown. Work performed under this Task will be on a Time and Materials basis in accordance with our Hourly Rates and Billing Policy included in Exhibit A.

The Preliminary Draft Response to Comments/Final SEIR will be submitted to the CIty for review and comment.

Following receipt of comments, T&B Planning will make necessary revisions and submit the Draft Responses to Comment/Final SEIR back to the City. This scope of work assumes minimal revisions will be requested by the team and the City. The revised Responses to Comments/Final SEIR document will be submitted to the City and this Scope of Work assumes that no further revisions will be required.

Task 4.2 Mitigation Monitoring and Reporting Program
T&B Planning will prepare a Mitigation Monitoring and Reporting Program (MMRP) in accordance with State law and City requirements to ensure implementation of mitigation measures assumed in the SEIR’s analysis of impacts.

This scope of work includes one round of minor revisions to the MMRP based on comments provided by City staff.

Task 4.3 Findings of Fact and Statement of Overriding Considerations T&B Planning will prepare the CEQA documents required for the Final SEIR public hearings, including the Statement of Overriding Considerations (if required) and the Section 15091 CEQA Findings of Fact (requiring a summary of each effect, identification of one or more of the required CEQA findings, listing of the associated mitigation measures, and the rationale for implementing the measures). This scope of work assumes that the City will provide information to T&B Planning to support the Statement of Overriding Considerations, including any fiscal impact analysis, if needed. The budget for this Task assumes one round of revisions to the Findings of Fact and Statement of Overriding Considerations to address comments. Following review, it is anticipated that the City may request minor revisions to clarify or expand on the findings and/or rationale for adopting a Statement of Overriding Considerations.

Task 4.4 Notice of Determination
T&B Planning will prepare the Notice of Determination (NOD) form pursuant to Section 15094 of the CEQA Guidelines. This Scope of Work assumes that following approval of the Project, T&B Planning will file the NOD with the San Bernardino County Clerk and will electronically file the NOD on the SCH CEQAnet database on behalf of the City. It is also assumed that the City will provide the required proof of prior payment of the California 1409
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Department of Fish and Wildlife (CDFW) filing, and that a new CDFW filing fee is not required.

PHASE 5 PROJECT MANAGEMENT/MEETINGS AND DOCUMENT PRODUCTION It is our intent to anticipate the meetings, hearings, coordination, and correspondence which might be required as part of this Task. However, because working on entitlement projects is so often “reactive,” it is difficult to know exactly what work will be needed. Therefore, while we have provided budgets for each of the tasks below, these budgets should be considered estimates only. All work performed under this phase will be invoiced on a Time and Materials basis up to the maximum budget in accordance with our Hourly Rates and Billing Policy included in Exhibit A.

Task 5.1 Meetings/Coordination
This Task is intended to cover all coordination tasks with outside parties associated with T&B Planning’s CEQAcompliance work. This includes all time spent by T&B Planning attending meetings, participating in conference calls, preparing/updating Project schedules and all external coordination including but not limited to communication via phone, e-mail, letter, memo, and/or web-based conferencing with City staff and public agencies. The amount of effort required for this Task is highly dependent on the need for assistance from the City and Project team. This Task will commence upon authorization of this contract and will continue throughout the duration of the Project (estimated to be 12 months and approximately 6 hours per month). The actual number of hours associated with this Task may be higher or lower than the estimated budget. We only will bill for the actual number of hours required for this Task.

Task 5.2 Public Hearings
A Principal and/or Project Manager will attend two public hearings before the decision-making bodies to assist the City staff with questions regarding the CEQA process and documentation. The budget is based on six (6) hours of preparation and travel time and four (4) hours of attendance for each hearing. If the public hearing time requirement is longer than anticipated, or if attendance at additional public hearings is required, then additional budget may be required after application of any remaining budget from Task 5.1.

Task 5.3 Publish Documents and Close-Out
Work efforts include creating master PDFs and coordinating hard copy printing. The budget for this Task also includes the delivery to the City of reference documents, data, and citation sources used by T&B Planning to prepare be the SEIR, and that will need to be added to the City’s file as part of its Administrative Record. This Task also includes consolidating files and communications following Project approval to ensure proper record-keeping should our files be needed in the future.
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ATTACHMENT A –

SUBCONSULTANTS SCOPE OF WORK
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Tracy Chu, Project Manager

T&B PLANNING
3200 El Camino Real, Suite 100
Irvine CA 92602
Subject: PlaceWorks’ Proposal to Provide Supplemental EIR Technical Studies for the Ontario Sports Empire [P2026-0337S]
Transmitted via Email: [email protected]
Dear Tracy:

As requested by T&B Planning (Client), this proposal provides the scope of work and cost estimate to assist with preparation of technical analyses to support the Ontario Sports Empire Supplemental Environmental Impact Report (SEIR). The technical analyses will include an Air Quality and Greenhouse Gas (GHG) Emissions Technical Memorandum (AQ/GHG Tech Memo), an Energy Technical Memorandum (Energy Tech Memo), a Noise and Vibration Technical Memorandum (Noise Tech Memo), and a Water Supply Assessment (WSA) for the proposed changes to the Ontario Sports Empire site (Proposed Project). The PlaceWorks team responsible for fulfilling the scope stated herein includes Nicole Vermilion as Principal in Charge; Lance Park as Project Manager, AQ/GHG Tech Memo lead, and Energy Tech Memo lead; Chris Shields INCE-USA as the Noise Tech Memo lead; and Dina El Chammas PE as the WSA lead. We understand that timing is a critical component of this work, and we will work closely with the Client to ensure delivery of a complete product within approximately eight weeks of receipt of necessary project information. It is our understanding that these technical analyses are being requested to support California Environmental Quality Act (CEQA) documentation being led by the Client, with the ultimate document type expected to be a Supplemental EIR to the certified Ontario Sports Empire Subsequent EIR and associated addenda (Approved Project).

Understanding of the Project

CERTIFIED SUBSEQUENT EIR
2024 Draft and Final Subsequent EIR
The City of Ontario approved the Ontario Sport Empire project and certified the Subsequent EIR (State Clearinghouse No. 2023110328) on July 16, 2024. The Subsequent EIR found that prior to mitigation, implementation of the Project will result in potentially significant impacts to Agricultural Resources, Air Quality, Biological Resources, Cultural Resources, Geology and Soils, GHG Emissions, Hazards and 1412
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Hazardous Materials, Noise, Transportation, Tribal Cultural Resources, and Wildfire. However, mitigation measures have been developed to avoid or reduce all of these impacts to levels considered less than significant, with the exception of Agricultural Resources, Air Quality, GHG Emissions, Noise, and Transportation. The Subsequent EIR identified that despite the implementation of recommended mitigation measures, impacts to these categories were significant and unavoidable, and a Statement of Overriding Considerations was adopted.
2026 Hotel Ontario Aloft + Residence Addenda
The City of Ontario Planning Commission approved an Addendum to the 2024 Certified EIR on November 25, 2025, to relocate the hotel use from Planning Area (PA) 3 to PA 2 within the Ontario Sports Empire site, along with a corresponding relocation of associated commercial uses. The Ontario Residence Inn and Aloft Hotel allows for 226 hotel rooms within a hotel totaling 183,609 square feet on 3.41 acres of land. The hotel also includes a 9,994 square foot conference area, 10,215 square foot Legends' Attic, and 5,128 square feet of retail uses, for a total of 25,337 square feet of commercial space. Subsequent to this approval, the City approved a second Addendum for the hotel project to modify Mitigation Measures GHG-1 and GHG-4, which is anticipated to be approved in March or April 2026.

ONTARIO SPORTS EMPIRE – APPROVED PROJECT
The proposed technical studies identified in this proposal evaluate the potential impacts associated with changes to the Approved Project compared to impacts identified in the 2024 Certified EIR.

The land use plan for the Ontario Sports Empire site designates land uses within seven planning areas (PA).

The Approved Project allows for up to approximately 532,894 square feet of commercial building space within the 199-gross-acre Ontario Sports Empire site. Table 1, Ontario Sports Empire Approved Project Summary, provides the current approvals in place for the 199-acre Ontario Sports Empire site.

Table 1.Ontario Sports Empire Approved Project Summary
Land Use Acres
Building Square Feet
Commercial Parking Structures Stadium Number of Amenities PA 1 16.01 — 185,000 450,000 6,000-Capacity
Baseball Field Facility 11.33 — — — 6,000-Capacity
Conditioned Space — — — 110,000 —
Unconditioned Space — — — 340,000 —
Parking Structure A (3-stories) 4.68 — 185,000 — —
PA 2 19.62 195,631 — — —
Retail/Commercial, East — 25,631 — — —
Hotel 2.41 170,000 — — 249 Rooms
Surface Parking, East 17.21 — — — —
PA 3 4.58 10,000 — — —
Retail/Commercial 0.5 10,000 — — —
Surface Parking, Stadium 4.08 — — — —
PA 4 8.54 36,513 — — —
Retail/Commercial 6.54 36,513 — — —
Surface Parking, South 2.00 — — — —
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Table 1.Ontario Sports Empire Approved Project Summary
Land Use Acres
Building Square Feet
Commercial Parking Structures Stadium Number of Amenities PA 5 110.90 23,300 —
Multipurpose Fields (Soccer/Football) 41.13 — — — 13 Fields Multiuse Fields (Baseball/Softball/Little
League) 45.11 — — — 8 Fields
Park 10.87 23,300 — — —
Parking Structure B (4 stories) 3.59 — 87,000 — —
Surface Parking, South 10.2 — — — —
PA 6 7.58 159,450 — — —
Indoor Athletic Facility 4.46 159,450 — — 16 max. Courts Surface Parking 3.12 — — — —
PA 7 15.68 108,000 — — —
Community Center/Admin Building 3.46 70,000 — — —
Activity Area 8.05 38,000 — 1 Field/8 Courts
Recreation Surface Parking 4.17 — — — —
Right-of-Way 16.10 — — — —
TOTAL 199.01 532,894 272,000 450,000 6,000-Capacity
100 rooms
Notes:
Data in this table are based on the 2024 Certified EIR and 2025 Addendum, and are subject to modification based on the final site plans of components currently under construction.
Parking space data is omitted from this table as it needs to be updated based on the final plans. Retail/Commercial Acreage revisions in PA 3 are an estimate based on the reduction in commercial square footage and increase in parking lot acreage.

PROPOSED PROJECT
The Proposed Project entails changes to the following PAs within the Ontario Sports Empire site:
• PA 2. PA 2 was envisioned for retail/commercial and hospitality land uses. The Proposed Project would include a new residential development in PA 2 at the southeast corner of Ontario Avenue and Riverside Drive, north of the Ontario Residence Inn and Aloft Hotel, thus introducing residential uses within the Ontario Sports Empire site. The Ontario Apartments would include up to 105 residential units, a conference center, and restaurants (square footage pending). • PA 3 and PA 4. PA 3 and PA 4 were envisioned for retail/commercial land uses. The Proposed Project would include a new mixed-use residential development spanning PA 3 and PA 4 south of the ONT Baseball Stadium. Depending on which scenario is pursued (Scenario A or Scenario B), the change would include up to 600 multifamily dwelling units; up to 90,000 square feet of retail, civic open space, and office; and a hotel or additional residential to the west as a future phase (square footage pending). • PA 6. PA 6 was originally envisioned for a new indoor athletic facility at the northwest corner of Ontario Avenue and Chino Avenue. The Proposed Project would instead allow for an 8,000-seat United Soccer League (USL) soccer stadium in PA 6. The inclusion of the new USL soccer stadium would require 1414
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relocation of the indoor volleyball structure to PA 7 and would encroach slightly into PA 5 in an area previously identified for surface parking.
• PA 7. PA 7 was originally intended as a new community center. The Proposed Project would relocate the indoor athletic facility to PA 7 and would no longer include the community center. The proposed indoor athletic facility would be utilized for youth sports volleyball and would be 273,000 square feet and include a third parking structure.

The Proposed Project would require the following actions:
• General Plan Amendment and Zone Change to change the existing Hospitality (HOS) designation to a Mixed Use (MU) designation.
• Zone Change to change the existing Convention Center Support Commercial (CCS) designation to the MU designation for all areas except ONT Field and the soccer and baseball fields in the Open Space – Recreation (OS-R) designation.

It is our understanding that the City of Ontario has identified a Supplemental EIR as the appropriate CEQA document for the Proposed Project and has requested preparation of Air Quality/GHG, Energy, Noise, and Water Supply technical assessments to document the changes to the Approved Project to satisfy the requirements of Section 15163 of the CEQA Guidelines.

Scope of Work
PlaceWorks will prepare the following tasks in the time requested by the Client.

TASK 1. AIR QUALITY AND GHG EMISSIONS TECHNICAL MEMORANDUM Air Quality Analysis
• Construction Phase. PlaceWorks will quantify and assessshort-term criteria air pollutant emissions from construction activities associated with the Proposed Project compared to the Approved Project. The construction emissions analysis will focus on the changes in proposed square footage, acreage of disturbance, and location of construction activities, as provided by the Client for PA 2, PA 3, PA 4, PA 6, and PA 7, as identified in the Project Understanding. The construction analysis will utilize the latest version of the California Emissions Estimator Model (CalEEMod) and guidance and methodology from the South Coast Air Quality Management District (South Coast AQMD), as applicable. Construction emissions will be compared to the South Coast AQMD’s regional and Localized Significance Thresholds (LSTs) to assess whether cumulative or localized exceedances of Ambient Air Quality Standards may occur during project construction. Because of the potential magnitude of emissions increases during the construction phase, a construction health risk assessment will be provided (see Construction Health Risk Assessment) and incorporated into the AQ/GHG Tech Memo. • Operations Phase. PlaceWorks will quantify the change in long-term criteria air pollutant emissions associated with operation of the Proposed Project. Project-related long-term emissions will be calculated using the latest version of CalEEMod. Transportation emissions will include modeling using Emissions FACtor model (EMFAC) 2025 v2.1.0 based on peak weekday (with events) and average annual vehicle 1415
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miles traveled (VMT) data provided by Fehr & Peers. Proposed Project emissions will be assessed against the South Coast AQMD regional air quality significance thresholds for operation and the emissions identified in the 2024 Certified EIR and applicable addenda.

The air quality analysis will also evaluate impacts from carbon monoxide (CO) hotspots related to operation of the Proposed Project. Based on the type of project, and because the South Coast Air Basin is classified “in attainment” for CO standards, a qualitative assessment of CO hotspots will be provided. This analysis will assume no new stationary source equipment is included in the Proposed Project from what was analyzed in the Certified EIR. Should additional stationary source equipment be considered for the Proposed Project, one generator with generic parameters was assumed for the hotel in the Approved Project’s Final EIR, and can be relied upon in the operational analysis. However, should stationary source equipment with more specific equipment parameters (e.g., horsepower, load factor, model, daily and annual hours of operation) be included at a later time, it is our understanding that this equipment would be regulated by the South Coast AQMD under their permit requirements to ensure associated impacts are less than significant. Furthermore, a qualitative assessment of potential odor generation to describe potential odor impacts and a consistency evaluation of the project to South Coast AQMD’s air quality management plans will be provided. In addition, PlaceWorks will provide a qualitative evaluation of potential health risk impacts from project operation. All air quality impacts of the Proposed Project will be reviewed against the applicable South Coast AQMD thresholds and relevant impacts of the Approved Project.

Greenhouse Gas Emissions Analysis
PlaceWorks will quantify GHG emissions from construction and operation of the Proposed Project. The GHG emissions impact analysis will follow the same modeling methodology as the Air Quality analysis.

PlaceWorks will compare the Proposed Project emissions to the applicable South Coast AQMD significance thresholds for GHG emissions and impacts identified for the Approved Project.

PlaceWorks will also provide a discussion on the GHG reduction goals of Senate Bill (SB) 32, Assembly Bill (AB) 1279, and SB 375. The California Air Resources Board has prepared a Climate Change Scoping Plan that addresses the State’s GHG reduction goals. The Southern California Association of Governments has prepared a Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) to address the region’s requirements to reduce passenger-vehicle VMT and associated GHG emissions under SB 375.

PlaceWorks will review project consistency with these statewide and regional GHG emissions reduction strategies. All GHG impacts of the Proposed Project will be reviewed against the applicable South Coast AQMD thresholds and impacts identified for the Approved Project.

Construction Health Risk Assessment
PlaceWorks will prepare a construction-related health risk assessment (HRA) to analyze the Proposed Project’s off-site community health risks from toxic air contaminants (TAC) generated by project construction (e.g., diesel particulate matter [DPM]). The risk assessment will incorporate the construction emissions inventory to evaluate pollutant concentrations at the nearest off-site sensitive receptors (i.e., existing residences). Air dispersion modeling will be performed using a South Coast AQMD-accepted computer-based model (e.g., AERMOD). Cancer and toxicity data published by the California Environmental Protection Agency will be used to estimate long-term and short-term (acute) health risks for off-site sensitive receptors from construction activities. The results and analyses will be appended to the AQ/GHG 1416
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Tech Memo. Measures to reduce construction-related pollutant emissions will be considered in the AQ/GHG Tech Memo. This task includes time for dispersion modeling and pollutant concentrations calculations for project construction to compare against the South Coast AQMD’s LSTs to identify whether localized exceedances of Ambient Air Quality Standards may occur. Changes to Approved Project mitigation or new mitigation measures will be identified and recommended, as necessary.

Technical Memorandum
The results of the technical analyses described will be compiled into the AQ/Energy/GHG Tech Memorandum. The impact analysis will follow the CEQA Guidelines Appendix G Checklist questions, and mitigation measures identified in the Certified EIR will be applied to the Proposed Project as applicable.

Model outputs will be included as an appendix. We have included up to four hours to address comments from the Client and four hours to address comments from the City/City Attorney. Please note that the modeling appendix (e.g., CalEEMod, AERMOD) may not meet the new WCAG 2.1 Level AA document accessibility Requirements.

Deliverable(s):
» Client Draft AQ/GHG Technical Memorandum (electronic copy) » City Draft AQ/GHG Technical Memorandum (electronic copy) » Final AQ/GHG Technical Memorandum (electronic copy)
TASK 2. ENERGY TECHNICAL MEMORANDUM
Appendix F Energy Analysis
PlaceWorks will prepare an energy analysis to identify whether or not the Proposed Project would result in wasteful, inefficient, or unnecessary use of energy resources in accordance with Appendix F of the CEQA Guidelines and compare to impacts identified for the Approved Project. As part of this analysis, PlaceWorks will discuss the Proposed Project’s net change in energy consumption (i.e., natural gas and electricity) from what was analyzed for the Approved Project in PA 2 through PA 7. Electricity and natural gas use associated with operation of the Proposed Project will be based on the size and type of land use(s) proposed, and on default CalEEMod energy rates or other acceptable and representative energy consumption data, unless project‐specific energy consumption demand is available from the Client. PlaceWorks will also provide an overview and review of the Proposed Project’s consistency with the applicable plans or policies adopted for the purposes of improving energy efficiency or promoting renewable energy use, such as the California Renewables Portfolio Standard Program or the California Energy Efficiency Strategic Plan. Energy impacts of the Proposed Project will be compared to impacts identified for the Approved Project.

Energy Supply Analysis
To support preparation of the Utilities and Service Systems analysis of the Supplemental EIR for the Proposed Project, PlaceWorks will utilize the energy consumption estimated in the Appendix F Energy Analysis to evaluate potential impacts to natural gas and electrical utility supply capacity and compare to those identified for the Approved Project. The Energy Supply Analysis will provide a description of existing and planned electricity and natural gas infrastructure and supply capacity for the area serving the Proposed Project to identify whether new or expanded infrastructure may be required, which may result in adverse environmental effects.
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Deliverable(s):
» Client Draft Energy Technical Memorandum (electronic copy) » City Draft Energy Technical Memorandum (electronic copy) » Final Energy Technical Memorandum (electronic copy)
TASK 3. NOISE AND VIBRATION TECHNICAL MEMORANDUM
PlaceWorks will evaluate potential noise and vibration impacts for the construction and operational phases of the proposed project. The technical memorandum will discuss relevant criteria for noise exposure based on applicable federal, State, and local standards and ordinances, including applicable standards from the Municipal Code and General Plan Noise Element.

Existing Conditions
The dominant noise source in the project area is local Chino Avenue traffic noise, active construction, and typical residential noise. To characterize existing conditions, PlaceWorks will conduct a noise measurement survey to acquire ambient noise level data. The survey will consist of up to 4 long-term (24 to 48-hours) locations. Measurement locations will be selected by PlaceWorks in coordination with City staff and will take into consideration the location of existing roadways, recreational, commercial, and other major noise sources. The results of the noise measurement survey will be incorporated into the EIR for analysis.

Transportation Noise
PlaceWorks will assess the potential in traffic noise levels along major arterials and highways and identify areas along roadway segments that would either be exposed to noise levels above established criteria or result in an increase more than 3 dBA over the baseline levels. In addition, PlaceWorks will assess the proposed residential exterior and interior land use compatibility with the City’s noise standards for traffic noise.

Stationary Noise
PlaceWorks will analyze noise impacts from non-transportation sources in terms of potential impacts to nearby noise-sensitive receptors and the noise limitations identified within the City’s Noise Ordinance using SoundPLAN, a three-dimensional computer noise modeling program. The modeling calculations accounts for spherical spreading loss with adjustments for source directivity, air absorption, ground effects, intervening structures, reflections, source directivity, and source tonality. Project operational noise contours will be graphically displayed as figures. Pertinent noise measurement data, modeling output results, and technical information will be provided in an appendix.

Construction Noise and Vibration
PlaceWorks will provide a quantitative analysis for potential construction impacts associated with implementation of the proposed project using SoundPLAN. PlaceWorks will evaluate noise and vibration impacts associated with site preparation and project construction activities using scheduling, equipment mix, hauling, and truck trip information (as provided by the Client). Vibration impacts will be assessed using criteria included in the Federal Transit Administration guidance document on noise and vibration impact assessment.
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Technical Memorandum
The results of the technical analyses described will be compiled into the Technical Memorandum. Model outputs will be included as an appendix. We have included up to four hours to address comments from the Client and four hours to address comments from the City/City Attorney. Please note that the modeling appendix (e.g., RCNM, SoundPlan) may not meet the new WCAG 2.1 Level AA document accessibility Requirements.

Deliverable(s):
» Client Draft Noise Technical Memorandum (electronic copy) » City Draft Noise Technical Memorandum (electronic copy) » Final Noise Technical Memorandum (electronic copy)
TASK 4. WATER SUPPLY ASSESSMENT
PlaceWorks will update the Water Supply Assessment (WSA) for the Ontario Sport Empire site to reflect the changes associated with the Proposed Project. PlaceWorks prepared the WSA for the Ontario Regional Sport Complex in February 2024. The updated report will rely on information provided in the City of Ontario’s latest Urban Water Management Plan (UWMP) and the City’s 2024 Demand Factor Technical Memorandum, based on proposed land uses. The WSA will include an update, as needed, to the following information:

1. The availability of water supplies over a historical record of at least 20 years. This includes an identification of any existing water supply entitlements, water rights, or water service contracts relevant to the identified water supply for the proposed project and a description of the quantities of water received in prior years by the City.

2. The quantification of existing and planned sources of water available to the City in 5-year increments for the 20-year projection.

3. For groundwater supplies:
» A description of the Chino Basin from the latest UWMP. » A detailed description and analysis of the amount and location of groundwater pumped by the City in the past five years.
» A detailed description and analysis of the amount and location of groundwater that is projected to be pumped by the City.

4. A quantification of the City’s past, current, and projected water demands.

5. A quantification of the water demands for the proposed project and an assessment of the water demand for the proposed project as accounted for in the latest UWMP and The Ontario Plan 2050.

6. A discussion as to whether the public water system’s total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand of the proposed project in addition to the public water system’s existing and planned future uses. This will include the evaluation of drought impacts and consideration of variability in demand and supply based on hydrologic conditions.
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7. The applicability of the City’s water shortage contingency analysis prepared pursuant to Section 10632 of the Water Code that includes actions to be undertaken by the public water system in response to water supply shortages.

The Draft WSA will be submitted to the Ontario Municipal Utilities Company (OMUC) and the Client for review and comment. After receiving comments and revisions, the Final WSA will be prepared incorporating OMUC’s and the Client’s comments and revisions, and an electronic copy of the document will be provided to OMUC and the Client. Separate OMUC and Client copies are not anticipated for this task. Based on experience with OMUC, our budget assumes 20 hours to address OMUC’s and the Client’s comments and prepare the Final WSA.

PlaceWorks’ project manager will coordinate closely with OMUC and the Client Team to ensure that the WSA is legally defensible, accurate, and useful to decision makers considering approval of the project. The project manager will coordinate with OMUC and the Client throughout the project to avoid or anticipate any changes that could result in delays.

Deliverable(s):
» OMUC Draft and Final WSA (electronic copy)
TASK 5. PROJECT MANAGEMENT AND MEETINGS
Task 5.1 Project Management
The proposal considers cost and schedule management, and ongoing coordination with the Client. The cost estimate is based on approximately six months of project management. If the schedule is extended substantially beyond this estimate for reasons beyond the control of PlaceWorks, a budget augment may be requested to cover additional project coordination and management time.

Task 5.2 Meetings
The proposal includes attendance of the project manager in up to 12 virtual meetings, assuming attendance at bi-weekly meetings would be necessary. Each Technical Memorandum lead is assumed to attend up to two virtual meetings, as necessary. Should additional virtual meetings be requested, a budget augment may be required to cover these additional meetings based on PlaceWorks’ current rates.

Our proposal does not include hearing attendance. Should PlaceWorks’ attendance at the Planning Commission and/or City Council hearings be required, a contract amendment would be required.

Deliverable(s):
» Project manager attendance at up to 12 virtual bi-weekly meetings » Technical Leads attendance at up to two virtual meetings TASK 6. PLANNING COMMISSION AND CITY COUNCIL HEARINGS
PlaceWorks will attend two approval hearings for the Proposed Project, assuming one would be necessary for the Planning Commission and one for the City Council. This proposal considers in-person attendance for the PlaceWorks team’s Principal-in-Charge who is based out of our Santa Ana office and virtual attendance for the AQ/GHG and Energy technical lead and Noise technical lead who are based out of our Sacramento office.
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Deliverable(s):
» Principal-in-Charge in-person attendance at Planning Commission and City Council hearings » AQ/GHG, Energy, and Noise Technical Leads virtual attendance at Planning Commission and City Council hearings
TASK 7. FINAL SUBSEQUENT EIR RESPONSE TO COMMENTS
This proposal considers cost for addressing public and agency comments for the Final Subsequent EIR. The cost estimate is based on the substance and volume of comments received on comparable projects for Air Quality, GHG Emissions, Energy, and Noise as the topical sections that commonly receive extensive comments. If public and agency comments are received that require time substantially beyond this estimate for reasons beyond the control of PlaceWorks, a budget augment may be requested to cover additional time to respond to comments.

Deliverable(s):
» Responses to public and agency comments received on the Air Quality, GHG Emissions, Energy, and Noise analyses (electronic copy)
Proposed Schedule
PlaceWorks will provide the AQ/GHG Tech Memo, Energy Tech Memo, Noise Tech Memo, and WSA to the Client approximately eight weeks after receipt of all critical information needs.

Data Needs
The follow information will be required to complete the tasks discussed. Following authorization of this proposal, PlaceWorks will provide a Construction Data Request file to retrieve more information related to project phasing and anticipated construction activities.

Traffic Data Needs
• Maximum daily and annual average Origin-Destination (O-D) VMT for the following scenarios:
» Existing Ontario Sports Empire with addenda (Approved Project) » Proposed Project Buildout
• Average daily trips (ADT) segment volumes (both directions) for all highway, major road, arterial, and collector segments in the traffic study area in excel for the above scenarios. • VMT by fleet mix (e.g., percentages for passenger vehicles, medium duty trucks, and heavy duty trucks) for the above scenarios.
• ADT by fleet mix (e.g., percentages for passenger vehicles, medium duty trucks [2 axle, 6 tires], and heavy duty trucks [3+ axle]) for the above scenarios.
• Daytime (7AM-7PM), evening (7PM-10PM), and nighttime (10PM-7AM) percentage splits on the traffic study segments for the above scenarios.
• Speed limits on the traffic study segments for the above scenarios. 1421
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• Number of lanes and/or roadway widths for the traffic study segments. • List of traffic study segments used in the traffic analysis to assess potential impacts. • Reductions in trips from General Plan policies or other project actions that support transit, bicycles, walking, or (Transportation Demand Management) TDM, if available.

Overall Project Data Needs
• Site plan(s) showing all proposed areas.
• Square footages of all proposed uses (can be provided in Construction Data Request file). • USL Stadium details for noise analysis:
» Building operational details
» Speaker specifications (number and locations)
» Hours of operation
» Mechanical equipment (type, location, specifications) » Types of vendors/noise sources during pre-game activities, if allowed.

Cost Estimate
Table 2 provides PlaceWorks’ cost estimate for all tasks described in the scope of work, which are based on PlaceWorks’ 2026 Standard Fee Schedule (see Table 3).

Table 2. PlaceWorks Cost Estimate
Task Cost
Labor
Task 1. Air Quality and GHG Emissions Technical Memorandum $31,768 Task 2. Energy Technical Memorandum $7,846
Task 3. Noise and Vibration Technical Memorandum $20,185 Task 4. Water Supply Assessment $15,009
Task 5. Project Management and Meetings -

5.1 Project Management $7,830

5.2 Meetings $4,875
Task 6. Planning Commission and City Council Hearings $8,680 Task 7. Final Subsequent EIR Response to Comments $8,780 Subtotal – Labor $104,973
Reimbursable Expenses
AERMOD Dispersion Modeling Fee $250
Noise Monitoring Fees $234
Mileage $110
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Table 2. PlaceWorks Cost Estimate
Task Cost
Printing, Mailing, etc. $100
Subtotal – Reimbursable Expenses $694
GRAND TOTAL $105,667
Table 3. PlaceWorks 2026 Standard Fee Schedule
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Acknowledgment
This proposal shall remain valid for a period of 90 days from the time of submittal. As a Principal, Nicole Vermilion is authorized to bind the team to the contents of this submittal and to negotiate contracts on behalf of PlaceWorks. The attached Service Authorization, which includes our General Terms of Consulting Agreement, is a part of this proposal. If the contents of this Proposal and Agreement are satisfactory, please indicate your approval by signing the Service Authorization and sending it to our corporate office:

PlaceWorks, c/o: VP of Finance, 3 MacArthur Place, Suite 1100, Santa Ana CA 92707.

For questions, please contact Lance or Nicole.

We look forward to working with you to bring about the successful completion of this project.

Respectfully submitted,

PLACEWORKS
Nicole Vermilion Lance Park
Principal Senior Associate
714.966.9220 x2344 | [email protected] 916.245.7500 x2737 | [email protected] 1424
3880 Lemon Street, Suite 420 Riverside, CA 92501
March 31, 2026
Tracy Chu
T&B Planning
3200 El Camino Real, Suite 100
Irvine, CA 92602
Subject: Proposal for Ontario Regional Sports Complex SEIR Dear Tracy:

Fehr & Peers is pleased to submit this proposed scope of work in support of the updated development plan for the Ontario Regional Sports Complex site in Ontario, CA. Our understanding is T&B Planning has been working with the City on entitling future development opportunities on the Sports Complex site above and beyond what is currently entitled under the Sports Complex EIR (approved in June 2024). The proposed development plan is currently tentative but could include the following new uses, primarily impacting Planning Areas (PA) 2, 3, 4, 6, and 7:
• Mixed-Use Land Use designation for all hospitality areas except ONT Field • Podium style residential development north of the approved Ontario Ranch Hotel site in PA 2 • Mixed use development including office, retail, residential, and hospitality uses in the parking areas south of ONT Field and the Ontario Ranch Hotel (PA 2, 3, and 4) • 8,000 seat United Soccer League soccer stadium at the NW corner of Chino Avenue and South Champions Way (PA 6)
• 273,000 square foot volleyball facility (PA 7; relocated from PA 6) Our understanding is that a supplemental environmental impact report (SEIR) will be required for these proposed changes. Our scope will address the following transportation-related deliverables:
• Vehicle Miles Traveled (VMT) Analysis
• Local Transportation Assessment
• Parking Study Update
• Event Transportation Management Plan Update
Scope of Work
The work scope is divided into the following tasks.

Task 1: Meetings & Project Management
Fehr & Peers will attend a virtual project kick-off working session with the project team and City staff to finalize the project description. This meeting will establish a mutual understanding of the key issues and finalize the scope of work with the project team and City staff, including the following key elements of the scope of work:
• Finalize the project description, including proposed development intensities and land uses • Defining expected events and operations of the soccer stadium (types of sporting events, concerts, other) and other unique uses such as sports tournaments 1425
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• Approach to the CEQA document and VMT analysis
• LOS Transportation Study Scoping, including analysis scenarios, study peak hours, trip generation, study intersections, analysis procedures and forecasting methodology • Alignment with the approved Ontario Regional Sports Complex EIR Fehr & Peers will prepare a transportation study scoping memorandum that details the results of the scoping session and planned analysis approach. We will respond to one round of City comments before proceeding with the approved analysis approach.

In addition, Fehr & Peers will participate in project management meetings with the team throughout the duration of the project. A total of 60 hours of staff time has been allocated for meetings, including the kick-off meeting. Additional meetings can be scoped as needed on a time and materials basis.

Task 2: Vehicle Miles Traveled (VMT) Assessment
Fehr & Peers will conduct a VMT assessment consistent with requirements in the California Environmental Quality Act (CEQA), the City’s adopted Transportation Impact Analysis Resolution (2020), and the Office of Land Use and Climate Innovation’s1 (LCI) Technical Advisory (2018).

We will approach the VMT assessment as a stand-alone land use project and conduct a project-level assessment where project Origin-Destination (OD) VMT and Boundary VMT forecasts are compared to City thresholds of significance.

TASK 2.1 – VMT ESTIMATES
Fehr & Peers will utilize the latest San Bernardino Transportation Analysis Model (SBTAM+), consistent with the City’s latest general plan amendment updates and consistent with the Ontario Sports Park EIR modeling, to develop traffic forecasts for the typical project uses, such as residential, commercial/retail, and office. We will review the model and update the traffic analysis zone structure at the project site so we can isolate proposed uses at the Project site. We will also ensure that the model includes proposed land uses and the approved land uses consistent with the approved plan for the area.

Consistent with the approach in the Ontario Sports Park EIR, since the proposed soccer stadium and other project uses are unique to the types of sports and events that would be held at the venue, Fehr & Peers will use other sources such as traffic counts and Big Data, such as Streetlight, to estimate project trip generation and VMT to supplement the information forecasted using the traffic model (which is not sensitive to these unique uses). Fehr & Peers will document trip generation, average trip lengths, VMT estimates, and origin-destination data pulled from the Big Data source at similar facilities. Given the schedule of sporting and other events that would occur at the stadium are not as frequent as typical uses (such as residential and office uses), we anticipate that the VMT forecasts will need to be annualized for an apples-to-apples comparison in the impact assessment when comparing it back to the approved land use.

We will work with the project team in Task 1 to identify the various stadium events such as “typical soccer game,” “championship soccer game,” “sold out concert,” and other events (up to six event types) and their anticipated frequency to effectively forecast the stadium’s annual VMT. We will also 1 The California Governor’s Office of Land Use and Climate Innovation was previously referred to as the Office of Planning and Research.
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evaluate overlapping event scenarios with other event and recreation venues on the Ontario Regional Sports Complex site such as “simultaneous soccer and baseball game.” VMT forecasts will be prepared for the following scenarios:
• Baseline (2026) with Approved Ontario Regional Sports Complex Conditions • Baseline (2026) with Proposed Ontario Regional Sports Complex Conditions • Future Year (2050) with Approved Ontario Regional Sports Complex Conditions • Future Year (2050) with Proposed Ontario Regional Sports Complex Conditions Consistent with City requirements, the Origin-Destination Method will be utilized to develop projectlevel forecasts accounting for all VMT generated by the Project from the Project site to their ultimate destinations, and the Boundary Method will be utilized to measure the Project’s effect on VMT.

TASK 2.2 – VMT IMPACT ASSESSMENT
Based on the results of Task 2.1, Fehr & Peers will compare the proposed Project’s VMT forecasts against the appropriate comparable thresholds or scenarios and disclose any potential transportation impacts related to VMT. Summary tables will be provided to document total VMT and VMT per service population (the summation of residents and employees) for each of the study scenarios.

We will reference the approved Ontario Regional Sports Complex VMT impact assessment to support the determination of VMT impacts.

TASK 2.3 – MITIGATION AND UPDATED TRANSPORTATION DEMAND MANAGEMENT (TDM) PLAN Consistent with the findings in the Ontario Sports Park EIR, we anticipate disclosing a significant impact and will need to reevaluate the previously identified mitigation measures on their effectiveness with the new project description and if new measures are feasible/appropriate.

Fehr & Peers will update the Ontario Regional Sports Complex TDM Plan from the approved EIR that details identified mitigation measures and other unique TDM measures tailored to the Project. The TDM Plan will detail general measures for everyday application and special event measures for sport events, concerts and/or tournaments. Fehr & Peers will work with the City and project team to develop recommendations, priorities, and quantification of trip and parking reduction. We will prepare a draft TDM Plan for project team review and will respond to two rounds of consolidated comments before finalizing the document.

TASK 2.4 – NON-AUTOMOTIVE ASSESSMENT
As part of this assessment, Fehr & Peers will evaluate the project’s consistency with non-automotive modes. This will be completed by determining whether the project is consistent with existing and future infrastructure/policies supporting these modes (e.g. consistency of the project with existing or planned bikeway/transit/pedestrian facilities in the area).

OPTIONAL TASK 2.5 – ALTERNATIVES EVALUATION
Fehr & Peers has budgeted 40 hours to evaluate up to four project alternatives for inclusion in the EIR. This will include trip generation estimates and VMT forecasts. We anticipate the alternatives assessment to be qualitative in nature with a general conclusion related to whether trip generation and/or VMT would be expected to be greater than or less than what is proposed/approved. 1427
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TASK 2.6 – DOCUMENTATION
Fehr & Peers will prepare a draft transportation impact study report that summarizes the analysis methods, data, and the results of the VMT impact analysis and the non-automotive assessment.

The draft report will be submitted to the project team for review. We have included up to four hours of staff time to respond to one round of consolidated comments from the project team on the draft report.

The updated report will be submitted to the City of Ontario for review. We have included up to eight hours of staff time to respond to one round of consolidated comments from the City of Ontario on the draft report. The final report will be submitted to the project team.

Task 2 Deliverables:
• VMT Estimates and Impact Assessment
• Mitigation Measures and Updated Transportation Demand Management (TDM) Plan • Draft and Final Transportation Impact Assessment Technical Memorandum Task 3: Level of Service (LOS) Assessment
The Project is anticipated to affect local traffic operations differently than what was approved as part of the current Sports Complex EIR. We anticipate that typical weekday peak hour analysis, peak weekend analysis, and event peak hour analysis will be required by the City to verify that acceptable access is provided to the project and adjacent infrastructure capacity isn’t impacted.

The scope below is recommended for General Plan and San Bernardino CMP consistency.

TASK 3.1 – DATA COLLECTION
This scope of services assumes evaluation of 41 study intersections which will be consistent with the approved LOS study for the Ontario Regional Sports Complex. Since the traffic counts were last collected in 2023 and do not include recent development or sports park activity, traffic data will be collected on typical (non-holiday) weekday and weekend days while school is in session and during fair weather. Daily (24-hour) vehicle classification counts will be collected on up to ten key arterials.

We will also collect traffic counts and observations during a regular season baseball game to validate the previous trip generation estimates and assist with sports field trip generations estimates.

Fehr & Peers will spend up to two days in the field revieing traffic operations, collecting roadway geometric data, and collecting intersection control information.

Fehr & Peers will work with the City of Ontario to obtain all necessary information on pending and approved development projects that should be included in our traffic forecasting. Fehr & Peers will also coordinate with the City of Ontario to obtain traffic signal timing data at all study intersections.

As needed, Fehr & Peers will coordinate with other appropriate agencies, such as Caltrans, City of Eastvale, or City of Chino to obtain relevant cumulative development project data and traffic signal timing information.

TASK 3.2 – TRIP GENERATION, DISTRIBUTION, AND ASSIGNMENT Fehr & Peers will estimate the number of trips generated by the project. For typical land uses, we will use standard ITE trip generation rates. For the proposed soccer stadium and other unique uses, 1428
March 31, 2026 | 5
traffic counts, Big Data sources, and Project details will be used to estimate the number of trips generated by these uses.

The resulting trips will be distributed to the surrounding network and assigned based on anticipated access from the local roadway network. The trip distribution and assignment are anticipated to be similar to the approved Ontario Regional Sports Complex. The trip generation, distribution, and assignment assumptions will be provided for review and approval prior to their use in the assessment.

Intersection turning movement forecasts will be prepared for up to six scenario peak hours, to be confirmed in project scoping with the City. At this time we assume the following peak hours will be studied:
• Weekday AM Peak Hour (typical non-event)
• Weekday PM Peak Hour (typical non-event)
• Weekday PM Event Peak Hour
• Weekend MD Peak Hour (with Ontario Sports Empire Tournament) • Weekend PM Event Peak Hour
• Weekend PM Event Peak Hour (with ONT Field Event)
Trip generation estimates and intersection turning movement forecasts will be compared against the approved Ontario Regional Sports Complex results to determine the net change of the proposed Project.

TASK 3.3 – FORECASTING AND OPERATIONS
Fehr & Peers will develop the following forecasts for study intersections and roadway segments:
• Existing (2026) – Based on traffic counts collected in Task 3.1. Includes the operating ONT Field.
• Project Opening Year No Project – Ambient growth plus trips from approved projects in the study area. Includes the approved Ontario Regional Sports Complex plan. • Project Opening Year Plus Proposed Project – Project traffic added to the No Project condition. Uses proposed to be redeveloped from the approved Ontario Regional Sports Complex plan will be removed.
• Cumulative Year No Project – Estimated using the SBTAM+ model assuming the adopted project.
• Cumulative Year Plus Proposed Project – Estimated using the SBTAM+ model assuming the proposed project.

Fehr & Peers will complete an LOS assessment applying the Highway Capacity Manual 7th Edition methodologies. Intersection analysis will be performed using the Synchro analysis software and incorporate signal timing data provided by the City and/or Caltrans. We will reference the existing traffic models prepared under the approved Sports Park project when possible.

It is anticipated that Caltrans will comment on the project asking for a safety review at freeway offramps. Off-ramp queueing at Caltrans ramps will be analyzed to review if queues are forecast to spill back to the freeway mainline.

This scope assumes that the City will want to evaluate potential physical changes to the intersection geometries in the immediate vicinity of the project area. Fehr & Peers will identify infrastructure 1429
March 31, 2026 | 6
capacity improvements that would be needed to bring any identified deficient intersections to acceptable LOS. Fehr & Peers will work with the project team to compare proposed capacity improvements against multi-modal recommendations and goals/policies of the specific plan to provide final recommendations for infrastructure improvements.

TASK 3.4 – EIR TRANSPORTATION METRICS
Fehr & Peers will provide the following transportation metrics and traffic forecasts to assist in the Air Quality and Greenhouse Gas Emissions analysis and Noise analysis in EIR. • Air Quality and Greenhouse Gas Emissions
o Weekday trips, weekend trips and peak event trips for the land uses within the plan area for the following scenarios
 Existing
 Adopted Project
 Proposed Project
o Weekday Origin-Destination VMT for the following Scenarios:
 Existing
 Adopted Project
 Proposed Project
o Trips or VMT by fleet mix (e.g., % passenger vehicles, % medium-duty trucks, % heavy duty trucks)
o Reductions in trips from Specific Plan implementation measures or design standards that support transit, bicycles, walking or TDM
• Noise
o ADT segment volumes for all highway, major roadway and arterial segments in the traffic study area in tabular format:
 Existing
 Adopted Project
 Proposed Project
o Fleet mix [auto, medium-duty (2 axle, 6 tires), heavy-duty (3 axle+) on the above segments for existing and future timeframes
o AM, Mid-day, PM and Night time percentage splits on the above segments for existing and future timeframes including for events
o Speed limits on the above segments for existing and future timeframes o Number of lanes/roadway widths for the above segments o List of study segments used in the traffic analysis to assess potential impacts TASK 3.5 – DOCUMENTATION
We will document the results of the analysis in a technical report. We will submit the draft report to the client for one round of consolidated comments. We will respond to one round of comments and submit the final draft.

Task 3 Deliverables:
• Traffic Counts
• EIR Transportation Metrics
• Dratf and Final Local Transportation Analysis Report
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March 31, 2026 | 7
Task 4: Parking Study
Fehr & Peers will prepare an updated parking assessment for the proposed modifications to the Ontario Regional Sports Complex. This effort will build upon the previously completed parking study and focus on evaluating changes in parking demand associated with the revised project.

TASK 4.1 – DATA COLLECTION
Fehr & Peers will conduct parking space utilization surveys during a regular season baseball game to develop parking demand rates, validate the rates utilized in the previous parking study, and develop parking demand rates for the proposed soccer stadium.

TASK 4.2 – UPDATED PROJECT PARKING DEMAND ASSESSMENT
Fehr & Peers will review the proposed project modifications and the previously approved parking study to identify changes in land uses, intensities, and operational characteristics that may affect parking demand. Building upon the prior methodology, we will develop updated parking demand estimates for each project component using a combination of Shared Parking (ULI) methodologies for standard land uses and empirical data or professional judgment for unique sports and eventrelated uses. Key assumptions, including vehicle occupancy, mode split, internal capture, and event characteristics, will be reviewed and updated as appropriate.

Parking demand will be evaluated for representative weekday and weekend conditions, including relevant activity scenarios, and compared to the previously approved demand estimates to identify any changes.

TASK 4.3 – UPDATED SHARED PARKING ANALYSIS
Fehr & Peers will update the shared parking analysis to reflect the revised project program and updated parking demand inputs. Consistent with the prior study, we will assess peak conditions associated with overlapping activities (e.g., tournaments, games, and special events at ONT Field and/or the proposed soccer stadium) to identify the maximum parking demand for the site. The updated shared parking model will be used to determine the revised peak hour parking demand and assess how changes in the project affect the overall parking profile.

Fehr & Peers will work with the Project team to identify up to five event scenarios for analysis.

TASK 4.4 – PARKING SUPPLY EVALUATION
Fehr & Peers will compare the updated peak parking demand to the planned on-site parking supply to evaluate overall adequacy. The assessment will consider industry-standard utilization thresholds and operational factors affecting parking efficiency. We will identify whether the proposed parking supply continues to accommodate expected peak demand conditions. If needed, we will identify considerations for parking management strategies or operational adjustments to address any identified constraints.

TASK 4.5 – DOCUMENTATION
Fehr & Peers will prepare a technical memorandum summarizing the updated parking assessment.

The memorandum will document the project updates, methodology, assumptions, updated parking demand estimates, shared parking analysis results, and comparison to available parking supply. The 1431
March 31, 2026 | 8
documentation will also describe consistency with, or key differences from, the previously approved parking study and present clear findings regarding parking adequacy for the proposed project.

Task 4 Deliverables:
• Updated Shared Parking Analysis results
• Draft and Final Parking Technical Memorandum
Optional Task 5: Event Traffic Management Plan Update
Fehr & Peers will review and update the Draft Event Traffic Management Plan developed under the approved Sports Complex EIR. The plan will be updated to account for events at the soccer stadium and potential concurrently scheduled events at the Ontario Sports Empire or ONT Field.

The following information is anticipated to be updated:
• Event Characteristics and Traffic Management Plan Triggers, incorporating the proposed project characteristics and event types
• Traffic Management Strategies
o Refinements to recommended vehicle access routes
o Updated intersection traffic control strategies, particularly for concurrent events o Updated signage and wayfinding strategies
• Multimodal Access and Operations
o Updated transit access points
o Updated rideshare and passenger pick-up/drop-off locations o Updated pedestrian and bicycle access routes
The plan will identify traffic routes, site circulation, and parking operations for events at Project site.

The draft plan will be submitted to the project team for review. This scope assumes up to four hours of staff time to respond to one round of consolidated comments from the Project team on the draft plan to create the Event Traffic Management Plan.

Task 5 Deliverables:
• Draft and Final Updated Event Traffic Management Plan Task 6: SEIR & Adoption Hearing Support
TASK 6.1 - SEIR CHAPTER REVIEW
Fehr & Peers has scoped up to four hours to review and provide comments on the environmental consultants EIR Transportation Chapter.

TASK 6.2 – RESPONSE TO COMMENTS AND FINAL SEIR
Fehr & Peers will assist the environmental team in preparing responses to transportation-related comments received on the Draft EIR. Fehr & Peers is allocating 20 staff hours to respond to comments in the study budget. If additional time is needed due to the magnitude or complexity of the transportation-related comments, an additional scope and fee will be developed. 1432
March 31, 2026 | 9
TASK 6.3 – PUBLIC HEARINGS
Fehr & Peers has budgeted for in-person attendance at two public hearings such as the planning commission hearing and city council hearing.

Task 6 Deliverables
• Markups of environmental consultants EIR Transportation Chapter • Response to comments matrix
• Attendance at two public hearings
Cost Estimate and Schedule
Fehr & Peers will perform this work on a time and materials basis not to exceed $240,025. With the optional tasks, the fee would increase to $277,475. Invoices will be submitted monthly for services rendered and are due and payable upon receipt. Fehr & Peers will work with the Project team on an appropriate schedule following the kickoff meeting. We anticipate the VMT effort will take approximately six months to complete, while the LOS and Parking Assessment will take approximately 9-12 months.

Task Fee
Task 1 – Meetings & Project Management $35,970
Task 2 – VMT Assessment $42,820
Optional Task 2.5 and Big Data Collection $14,570
Task 3 – LOS Assessment $123,880
Task 4 – Parking Study $24,690
Optional Task 5 – Event Traffic Management Plan Update $22,880 Task 6 – SEIR & Adoption Hearing Support $12,665
Total $240,025
Total with Optional Tasks $277,475
We look forward to continuing to support the development of the Ontario Regional Sports Complex.

If you have any questions or comments, please contact Paul Herrmann at (949) 308-6318.

Sincerely,

FEHR & PEERS
Paul Herrmann, P.E.

Senior Associate
OC26-P2934
Steven J. Brown, P.E.

Senior Vice President
1433
Consulting Agreement and Estimate & Authorization

ONTARIO SPORT EMPIRE PUD
June 24, 2026
PROJECT SCHEDULE:

Task Timing
Project Initiation July 2026
Notice of Preparation
(30-day Public Review Period)
October to November 2026
Scoping Meeting October 2026
Prepare Draft SEIR October to January 2027
Public Review Draft SEIR
(45-day Public Review Period)
January to February 2027
Prepare Final SEIR March to April 2027
Planning Commission Hearing (4th Tuesdays) May 2027
City Council Hearing (1st and 3rd Tuesdays) June 2027
File NOD June 2027
Statue of Limitations (30 days) June to July 2027
1434
Consulting Agreement and Estimate & Authorization

ONTARIO SPORT EMPIRE PUD
June 24, 2026
BUDGET:

Phase/Task Description Fee Type Budget
Phase 1 TECHNICAL REPORT PREPARATION
Task 1.1 Coordinate and Review Technical Studies T&M Estimate $16,320.00 Task 1.2 PlaceWorks (AQ/GHG, NA, WSA) Sub-Consultant $105,667.00 Task 1.3 Fehr and Peers (Transportation) Sub-Consultant $240,025.00 Sub-Total - Phase 1: $362,012.00
Phase 2 INITIAL STUDY/NOP AND SCOPING
Task 2.1 Initiation and Project Description Fixed Fee $7,560.00 Task 2.2 Notice of Preparation and Scoping Meeting T&M Estimate $8,100.00 Sub-Total - Phase 2: $15,660.00
Phase 3 DRAFT SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT
Task 3.1 First Administrative Draft SEIR Fixed Fee $75,350.00 Task 3.2 Second Administrative Draft SEIR T&M Estimate $26,550.00 Task 3.3 Public Review Draft SEIR and Public Notices T&M Estimate $14,070.00 Sub-Total - Phase 3: $115,970.00
Phase 4 FINAL SEIR, MMRP AND FINDINGS/SOC
Task 4.1 Responses to Comments and Administrative Draft Final SEIR T&M Estimate $25,840.00 Task 4.2 MMRP Fixed Fee $4,350.00
Task 4.3 Findings of Fact and Statement of Overriding Considerations Fixed Fee $9,680.00 Task 4.4 NOD Fixed Fee $2,520.00
Sub-Total - Phase 4: $42,390.00
Phase 5 PROJECT MANAGEMENT/MEETINGS AND DOCUMENT PRODUCTION Task 5.1 Meetings/Coordination T&M Estimate $15,120.00
Task 5.2 Public Hearings T&M Estimate $8,400.00
Task 5.3 Publish Documents and Close-Out T&M Estimate $11,910.00 Sub-Total - Phase 5: $35,430.00
Total Project Budget: $571,462.00
Reimbursable Expense Allowance (printing, deliveries, etc.): $6,500.00 Total Project Budget (Including Reimbursables): $577,962.00 1435
Consulting Agreement and Estimate & Authorization

ONTARIO SPORT EMPIRE PUD
June 24, 2026

EXHIBIT A - HOURLY RATES AND BILLING POLICY
If T&B Planning, Inc. is authorized to provide services on a Time and Materials basis, we will invoice for such work in accordance with the hourly rates provided below. For multi-year contracts, rates are subject to annual escalation not to exceed the annual U.S. rate of inflation or no more than 8%. Change orders are subject to annual billing rate increases and staff promotions to positions with different billing rates. • Principal............................................................................$245.00 - $285.00/Hour • Director.............................................................................$205.00 - $245.00/Hour • Senior Associate/Technical Specialist ................................$195.00 - $235.00/Hour • Senior Project Manager/Development Manager.................. $185.00 - $215.00/Hour • Graphics Manager/GIS Specialist .......................................$175.00 - $205.00/Hour • Project Manager ................................................................$165.00 - $190.00/Hour • Senior Planner...................................................................$140.00 - $165.00/Hour • Assistant Project Manager..................................................$135.00 - $155.00/Hour • Accounting Manager..........................................................$125.00 - $145.00/Hour • Project Coordinator ...........................................................$110.00 - $140.00/Hour • Technician-Graphics & GIS.................................................$110.00 - $165.00/Hour • Development Associate/Environmental Analyst/Planner......$105.00 - $145.00/Hour • Technical Editor.................................................................$105.00 - $135.00/Hour • Office Manager/Executive Assistant....................................$105.00 - $135.00/Hour • Administrative Assistant ....................................................... $80.00 - $95.00/Hour Expert testimony and litigation support services will be billed at double the above rates. Overtime and expedite services at Client request will be billed at 1.5 times the above rates.

T&B Planning's hourly rates do not include out-of-pocket expenses (including, but not limited to, printing and reproduction, scanning, plotting, GIS data acquisition fees, aerial photography, project set up fees and insurance certificate issuance, postage, and delivery services). Provided below are the 2026 costs of typical incurred expenses, which are subject to adjustment if our vendors adjust costs beyond the control of T&B Planning. • Project Initiation/Insurance Certificate Fee ................................................... $500.00/each • Aerial Photographs............................................................... $295.00/each • Black/White 8.5 x 11 Copy/Print........................................................................$0.12/page • Black/White 11 x 17 Copy/Print.........................................................................$0.24/page • Color 8.5 x 11 Copy/Print. ..................................................................................$1.20/page • Color 11 x 17 Copy/Print ................................................................................... $1.45/page • 11 X 17 Folding .................................................................................................. $0.30/page • Photo Grade Color Prints .................................................................................$7.20/ sq. ft. • Color Bond Plot ..............................................................................................$12.00/sq. ft. • Plan Folding.......................................................................................................$0.48/sq. ft. • USB................................................................................................................... $17.00/each • Three-Ring Binder (2” to 4”)............................................................... $14.00 - $30.00/each • Custom Binding Materials ........................................................................................At Cost • Mileage.......................................................................................................Current IRS Rate • Notary Public Stamp.................................................................................................. $65.00 • Parking, Toll Road, Lodging Fees...............................................................................At Cost 1436
Consulting Agreement and Estimate & Authorization

ONTARIO SPORT EMPIRE PUD
June 24, 2026
• U.S Mail ..............................................................................Current U.S. Postal Rate at Cost • Certified Mail.................................................................. At Cost based on Size and Weight • Overnight Deliveries.................................................................Current Carrier Rate at Cost • Same-Day Deliveries...............................................Current Messenger Service Rate a Cost Invoicing/Payments Due: T&B Planning invoices on a monthly basis in proportion to the time spent on the project to date. Time and materials labor is rounded to the one-quarter hour. Fixed fee labor is invoiced based on the percentage of work complete for the Task. Unless pre-arranged, all billing statements are due and payable within thirty (30) days of the submittal date. A finance charge of 1.5% per month will be charged on all invoices not paid within sixty (60) days of invoice submittal and a finance charge of 5% per month will be charged on all invoices not paid within ninety (90) days of invoice submittal. T&B Planning’s procedure for prioritizing work is strongly influenced by timely payment of invoices by the Client. T&B Planning reserves the right to reallocate contracted budget amounts from one Task or Subtask to another Task or Subtask to account for efficiencies and/or unexpected work efforts that may require additional budget.

Sub-Consulted Work: Outside professional services performed by other individuals/firms that are sub-contracted through T&B Planning will be performed only following authorization from the Client. Billing for any services that are sub-contracted will be billed at our actual cost plus 0% for administrative handling.

No Guarantee of Public Agency Actions: The Client acknowledges that despite our best efforts, certain aspects of the work to be performed involve processing and discretionary approvals by politically influenced agencies and elected officials for which we can provide no guarantee of success. The compensation for T&B Planning, its subconsultants and vendors is not dependent on agency concurrence or approvals.

File Storage: All substantive work products, including but not limited to substantive correspondence, reports, maps, and GIS files generated by T&B Planning for the project will be retained by T&B Planning in its files for a period of two (2) years after the close of the contract. After two (2) years, T&B Planning will archive the project’s files and the files will be subject to archive retrieval fees should the Client or other party request the files. T&B Planning does not guarantee storage of archived files beyond a period of five (5) years and files will be discarded unless T&B Planning is advised in writing by the Client to retain such files for a longer period. 1437
Department: Community Life & Culture
Prepared By: Danielle Guevara
Department:

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

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 9
SUBJECT: AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

PURESOUND PRODUCTIONS FOR AUDIO, VISUAL, AND LIGHTING SERVICES

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council authorize the City Manager, or his designee, to execute Amendment No. 4 to the Professional Services Agreement with Puresound Productions in the amount of $160,000 for a total not-to-exceed contract amount of $480,000 and extend the contract term to June 30, 2027.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT: The total cost for Fiscal Year 2026-27 is $160,000, for a new NTE amount of $480,000. The Fiscal Year 2026-27 Adopted Budget includes appropriations in the General Fund for these audio, visual, and lighting services.

BACKGROUND & ANALYSIS: The Community Life and Culture Agency (CL&C) provides community members with many large-scale events and programs throughout the year, many of which require extensive audio, visual, and lighting needs.

On March 14, 2022, the City solicited bids for audio, visual, and lighting services for special events.

The City entered into a Professional Services Agreement on June 27, 2022, with a one-year term, three optional one-year extensions, and a not-to-exceed amount of $100,000. On March 17, 2023, Amendment No. 1 extended the term through June 30, 2024. Amendment No. 2 was entered on June 2, 2024, which extended the term another year and increased the not-to-exceed amount to $150,000. Amendment No. 3 was entered on January 21, 2025, extending the term through June 2026 and increasing the not-to-exceed contract amount to $320,000.

If approved, Amendment No. 4 will extend the agreement term through June 30th, 2027 and increase the contract amount by $160,000 for a new not-to-exceed amount of $480,000. This will 1438
allow the City to maintain commitments to support special events and programs that require audio, visual, and lighting services.
1439
1440
Department: Housing
Prepared By: Albert Ramirez
Department:

Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 10
SUBJECT: A RESOLUTION ADOPTING THE ONTARIO HOUSING TRUST FUND GUIDELINES

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council adopt a Resolution approving the Ontario Housing Trust Fund (OHTF) guidelines.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Focus Resources in Ontario's Commercial and Residential Neighborhoods Operate in a Businesslike Manner
FISCAL IMPACT: If approved, the adoption of the Ontario Housing Trust Fund guidelines will reallocate approximately $4,267,062 in unprogrammed Affordability In-Lieu Fee revenue to the OHTF. The FY 2026-27 Adopted Budget includes appropriations in the Affordability In-Lieu Fund.

Adoption of the guidelines will have no impact on the General Fund. Program expenditures and budget appropriations will be subject to City Council approval.

BACKGROUND & ANALYSIS: The Ontario Housing Trust Fund was established on August 5, 2025, through the adoption of Resolution 2025-131.

The OHTF is intended to support the development, preservation, and expansion of affordable housing opportunities within the City of Ontario. Potential uses discussed during the establishment of the OHTF included affordable housing development financing, land acquisition, first-time homebuyer assistance, housing rehabilitation, and housing stability programs such as eviction prevention and rental assistance.

The primary funding source for the OHTF is the Affordability In-Lieu Fee collected pursuant to Section 3.7.2.3 of the Agreement for the Financing and Construction of Limited Infrastructure Improvements to Serve an Easterly Portion of the New Model Colony. Under the Agreement, participating developers are required to provide affordable housing units equal to at least ten percent (10%) of the total approved residential units within their projects for very low-income and moderate-income households. Developers who do not fully satisfy this requirement may instead 1441
pay an Affordability In-Lieu Fee based on the project's residential square footage.

The Affordability In-Lieu fee is adjusted annually based on changes in the Consumer Price Index.

Effective July 1, 2025, the fee is $3.46 per square foot of residential development. Additional funding sources for the OHTF may include grants, loan repayments, interest earnings, and other local housing-related revenues.

Recognizing the unique nature and long-term purpose of the OHTF, City Council directed Staff to develop operating guidelines governing the administration and use of the fund. In preparing the proposed Guidelines, Staff evaluated housing trust fund models throughout California and identified best practices and innovative approaches to housing production, preservation, and homeownership assistance. These efforts informed the development of the proposed OHTF Guidelines.

The proposed Guidelines established the framework for administering the OHTF, including governance, administration, budgeting, eligible uses, and funding priorities. Under the Guidelines, the City Council will provide policy direction and oversight, approve annual funding allocations, authorize project-and program-specific expenditures, and review annual performance reports. Dayto-day administration of the OHTF will be managed by the Housing Services Department, with financial management and accounting services provided by the Finance Department.

The OHTF is intended to support projects and programs that advance the City's goal of expanding, preserving, and improving affordable housing opportunities. Eligible activities include, but are not limited to:

Development of new affordable housing units;
Preservation of existing affordable housing;
Conversion of market-rate housing to affordable housing; Rehabilitation of residential properties occupied by lower-income households; Development and operational support for supportive and transitional housing; Rental assistance programs; and
Homeownership assistance programs.

At this time, Staff has identified the following initial funding priorities:

1. Affordable Rental and Homeownership Development Funding The OHTF will provide financial assistance to qualified affordable housing developments through loans and grants. Eligible projects may include affordable rental housing, permanent supportive housing, and affordable homeownership developments located within the City of Ontario.

Eligible uses of OHTF funds may include, but are not limited to, property acquisition, predevelopment activities, architectural and engineering design, site preparation, construction, rehabilitation, and other project-related costs necessary to facilitate the development and preservation of affordable housing.

Funding may be provided in the form of acquisition, predevelopment, construction or gap financing 1442
loans, as well as grants, depending on project needs to support project feasibility and long-term affordability.

OHTF resources designated for housing development activities will be provided through the Ontario Housing Authority, which will administer development loans and grants in accordance with applicable program requirements.

2. Keys to Community Suite of Programs
The OHTF will support the City's Keys to Community Suite of Programs, which promotes long-term homeownership opportunities and neighborhood preservation through three Programs:
a. First-Time Homebuyer Program
Provides up to $120,000 in financial assistance in the form of a 30-year deferred-payment, zerointerest loan with shared equity appreciation. Assistance may be used for down payments and closing costs associated with purchasing a single-family home, townhome, condominium, or manufactured home within the City by eligible low- and moderate-income first-time homebuyers. b. Housing Rehabilitation Loan Program
Provides up to $30,000 in the form of a 30-year deferred-payment, zero-interest loan for eligible owner-occupied homes. Eligible improvements include structural repairs, health and safety improvements, and accessibility modifications, including ADA-related improvements. c. Exterior Beautification Grant Program
Provides grants up to $10,000 to eligible homeowners for exterior improvements that enhance neighborhood appearance, preserve housing quality, and support community revitalization efforts.

3. Rental Assistance Programs
The City currently administers rental assistance programs utilizing federal, state, local and other eligible funding sources. OHTF resources may supplement these programs by expanding existing rental assistance programs, increasing program capacity, or addressing emerging housing needs within the community.

The proposed OHTF Guidelines provide a framework for the effective administration of trust fund resources and establish funding priorities that advance the City's affordable housing goals. Staff recommends that the City Council approve the OHTF Guidelines and authorize their implementation.
1443
RESOLUTION NO. ___________

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

CALIFORNIA, ADOPTING THE ONTARIO HOUSING TRUST FUND
GUIDELINES.

WHEREAS, on August 5, 2025, the City Council (“City Council” or “Council) of the City of Ontario (“City”) adopted Resolution No. 2025-131 (“Prior Resolution”) to implement the Ontario Housing Trust Fund (“OHTF”) in recognition of the need to facilitate new affordable housing development projects within the City; and WHEREAS, the City of Ontario is committed to increasing the supply of affordable housing and addressing the housing needs of residents across all income levels; and WHEREAS, the City anticipates there will be affordable housing projects in need of financing located in the City of Ontario; and
WHEREAS, the City staff reviewed the requirements for establishing a Local Housing Trust Fund, created, and intended that this Resolution provide and approve the adoption of the OHTF Guidelines; and
WHEREAS, the City Council finds it in the best interest of the City to appoint the City council as the board of the OHTF.

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

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

SECTION 2. The City Council as the main governing body of the City shall be appointed as the governing Board of the OHFT. The City Council’s roles and duties as the Board of the OHFT shall be outlined in the OHTF Guidelines and amendable by Council as needed.

SECTION 3. The OHTF Guidelines, attached hereto as Exhibit “A” and incorporated herein by this reference, establish the terms and conditions of the OHTF.

SECTION 4. The City Council has been presented with and has reviewed the OHTF Guidelines and after being so informed hereby adopts the Ontario Housing Trust Fund Guidelines.

SECTION 5. This Resolution, including the OHTF Guidelines, shall take immediate effect upon adoption.
1444
SECTION 6. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of the Resolution are severable. The City declares that the City would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

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

PASSED, APPROVED, AND ADOPTED this 21st day of July 2026. _____________________________________
PAUL S. LEON, MAYOR
ATTEST:
____________________________________

SHEILA MAUTZ, CITY CLERK
APPROVED AS TO FORM:
____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
1445

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 July 21, 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 July 21, 2026. _____________________________________

SHEILA MAUTZ, CITY CLERK
(SEAL)
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Housing Services Department
Ontario Housing Trust Fund

PROGRAM GUIDELINES
July 21, 2026
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Program Guidelines

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Last Review/Update Date July 21, 2026 Page 2 of 9
Contents

1. Purpose ............................................................................................................................... 4

2. Overview ............................................................................................................................. 4

3. Method ............................................................................................................................... 4

4. Funding Strategy ................................................................................................................. 4

5. Eligible Activity Types .......................................................................................................... 5 Affordable Rental and Homeownership Development Funding ............................................ 5 A. Fund Reimbursement ..................................................................................................... 5 B. City Priorities ................................................................................................................... 6 C. Underwriting Standards .................................................................................................. 6 Keys to Community Suite of Programs ................................................................................... 6 Rental Assistance Programs .................................................................................................... 7

6. Affordability Requirements ................................................................................................ 7

7. Proposal Solicitation ........................................................................................................... 7

8. Governance and Administration ......................................................................................... 7 Budgeting ................................................................................................................................ 8 Reporting................................................................................................................................. 8 Record Keeping ....................................................................................................................... 9 Audit ........................................................................................................................................ 9

10. Attachments .................................................................................................................... 9

11. Approval .......................................................................................................................... 9

12. Revisions ......................................................................................................................... 9

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These Program Guidelines are established to provide an overview on the requirements, procedures, benefits, and operating standards of the program. They do not constitute a comprehensive statement of all laws and regulations that apply to affordable housing funding and development in Ontario. In addition to these guidelines, the operation of the program must comply with City procurement and contracting requirements as well as state or federal requirements when state or federal funds are used. In the event of conflict, City, State, and Federal requirements will prevail over the program guidelines. References to the City Manager within these guidelines will be interpreted as the City Manager or his designee. The City Manager reserves the authority to establish additional requirements to implement the program through administrative guidelines.
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Program Guidelines

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Last Review/Update Date July 21, 2026 Page 4 of 9

1. Purpose
The Ontario Housing Trust Fund (OHTF) was established on August 5, 2025, through the adoption of Resolution No. 2025-131. The purpose of the OHTF is to advance the development of affordable housing and related programs in the City of Ontario ( . The primary objective is to increase the accessibility of safe, stable, and sustainable housing options for low- and moderate-income households.

2. Overview
The City of Ontario created the OHTF as a tool to bridge the local housing gap through activities such as gap financing and land acquisition for affordable rental housing, downpayment assistance to homebuyers, and housing stability programs such as eviction prevention assistance. In leveraging dedicated funding, the OHTF aims to increase access to affordable housing, expand homeownership opportunities, and prevent displacement of residents.

3. Method
Funding may be granted to individuals, private or public entities, and/or profit or non-profit organizations.

Further, funding may be awarded in the form of low-interest loans, grants, and/or financial incentives to extend affordability restrictions.

4. Funding Strategy
The Ontario Housing Trust Fund (OHTF) serves as a vehicle to receive, leverage, and administer funds from government, private, and philanthropic sources to support and invest in housing initiatives throughout the City. The City intends to actively pursue and coordinate additional funding opportunities through State, Federal, regional, and County housing programs to maximize available affordable housing resources and expand the impact of local investments.

This includes, but is not limited to, funding opportunities available through California Department of Housing and Community Development (HCD) programs, the Federal National Housing Trust Fund, and regional or County housing trust resources, including opportunities available through San Bernardino County. Where required by program guidelines, the City may identify or commit eligible matching funds to maximize competitiveness and leverage additional housing resources.

Potential funding sources that may be deposited into the OHTF include:

Local government funding (City General Fund allocations, etc.) Federal and State grants (Permanent Local Housing Allocation Program, State Local Housing Trust Fund Program, National Housing Trust Fund, and other applicable programs) Private and philanthropic contributions (Development Agreement community benefit funds, foundation grants, philanthropic gifts, etc.)
-lieu fees
of Phase I and II Infrastructure Improvements to Serve an Easterly Portion of the New Model 1450
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on October 4, 2005 (paid to the City of Ontario as an alternative to providing affordable housing units on-site within Ontario Ranch)
Surplus Land Act violation returns
Other public or private funding sources that support affordable housing and related housing initiatives
Up to five percent (5%) of program funds may be used for administrative expenses associated with the implementation and administration of the OHTF.

5. Eligible Activity Types
The OHTF shall invest in projects and programs /or
preserve its affordable housing stock. Eligible project/program types include:
a) Creation of new affordable housing units;
b) Preservation of existing affordable housing;
c) Conversion of market-rate units to affordable housing units; d) Rehabilitation of residential property for occupancy by lower-income households; e) Supportive and transitional housing;
f) Rental assistance programs; and
g) Down-Payment Assistance Loans
h) Administration and Planning (up to 5%)
Currently identified activities and investment types that shall be made through the OHTF, including details on affordability restrictions, project types, and eligible uses:

Affordable Rental and Homeownership Development Funding The OHTF shall assist qualified applicants with funding development projects within the City through lowinterest loans and grants. Development projects shall include affordable housing, permanent supportive housing, and transitional housing projects. All loans and grants issued through the OHTF must be approved through an action of the Ontario Housing Authority Board.

Eligible activities associated with development projects include any of the following:

Land or property acquisition for new development
New construction (site preparation, materials)
Rehabilitation costs
Relocation costs
Gap financing
Any other activity that helps to address goals and priority of increasing affordable housing as reflected by ordinances and resolutions established by the City Council A. Fund Reimbursement
Loans shall be repaid through a split of residual receipts once development has stabilized. The split will be determined on a project-by-project basis. Loans made by the OHTF will be subject to 1451
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3% simple interest. At the discretion of the City Manager, or his designee, the interest rate may be adjusted.

B. City Priorities
Development projects should meet the City priorities listed below:

Benefit to projects featuring deep affordability, benefitting the highest percentage of LowMod households Projects utilizing program funds as a match or leveraging tool to stimulate use of conventional and below-market resources or that have other funding sources committed Multifamily projects should guarantee a 55-year term
Local residents participating in City-funded programs shall have a priority for tenant selection
Support projects that contribute to the redevelopment and revitalization of key City corridors and strategic areas identified by the City for economic development, neighborhood enhancement, and community investment
C. Underwriting Standards
For purposes of the OHTF Program, underwriting involves the analysis of project assumptions and risks to determine if the public investment is reasonable and the project can be expected to meet all applicable program requirements. City staff will review the Applicant's estimates and projections of rents, expenses, reserves,
underwriting guidelines
The OHTF will, at minimum, utilize the Underwriting Standards as described in the California Code of Regulations, Title 25, Division 1, Chapter 7, Subchapter 19, Section 8310 (Attachment 2).

Keys to Community Suite of Programs
The Keys to Community Suite of programs contains three components to assist with long-term homeownership for moderate-income homeowners and homebuyers. a) First-Time Homebuyer Program: Provides a maximum financial assistance of $120, 000 in the form of a 30-year zero-interest, deferred loan with equity appreciation to eligible, low-to-moderateincome, first-time homebuyer applicants for down payment and closing cost support needed to secure financing for the purchase of a single-family home, townhome, condominium, or manufactured home within the City.
b) Housing Rehabilitation Loan Program: Provides financial assistance of up to $30,000 in the form of a 30-year, zero-interest loan. Eligible improvements include the replacement, repair, and/or improvement of structural components. Necessary ADA-related improvements are also eligible. c) Exterior Beautification Grant Program: Provides financial assistance in the form of a $10,000 grant to assist homeowners in making facade improvements to their home to facilitate neighborhood improvement and preservation.
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Rental Assistance Programs
The City may offer rental assistance programs funded through Federal, State, local, or other eligible funding sources. The OHTF may provide supplemental funding to infuse additional resources into existing rental assistance programs to expand assistance availability, increase program capacity, or address identified housing needs within the community. Where OHTF funding is used to supplement an existing apply to the use of OHTF funds, as applicable.

6. Affordability Requirements
Projects that receive OHTF funding will be subject to affordability and occupancy requirements. These requirements will be recorded against the property. When multiple funding sources are used in coordination with OHTF funds, the most restrictive affordability requirements will apply. OHTF funds will target the following affordability mix:
a) Extremely low-income (at or below 30% of AMI): Target 30% of OHTF funds b) Lower-income (at or below 80% of AMI): Up to 70% of OHTF funds c) Moderate-income (80% to 120% of AMI): Maximum of 20% of OHTF funds d) Contingency: Target 15% of OHTF funds. These funds can be allocated to provide for any of the identified categories above
Projects that do not meet the target affordability mix will be considered on a project-by-project basis.

7. Proposal Solicitation
The City may elect to solicit proposals from qualified housing developers and/or public services providers for the provision of eligible activities. Proposals may be submitted to the City for funding consideration outside of a solicitation period.

8. Governance and Administration
The following section outlines the governance structure, roles of staff, administrative costs and Guideline adoption/amendment procedures.

Governance
Ontario City Council shall perform all the following functions:

Provide policy direction and oversight
OHTF Guideline adoption, including amendments
Approve OHTF Budget
Approve program-specific expenditures or project-specific funding commitments Review Annual Report

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Staff and Administration
The day-to-day operations and administration of the OHTF shall be completed by the Housing Services Department and assisted by the Finance Department.

The Director of Housing Services, or designee, shall serve as the administrator of the OHTF. The reporting on the projects and programs outlined in the Guidelines.

The Finance Director/City Treasurer, or designee, shall provide financial management and accounting services for the LHTF including disbursing and collecting OHTF funds; maintaining and managing a separate account or accounts for OHTF funds; and maintaining financial records for the OHTF.

The implementation and administration of the various programs will incur administrative costs including legal, project management personnel, third party financial and economic analysis, and environmental and labor compliance management. Funding Allocation Plan budgets shall include a 5% allocation to cover administrative costs.

Budgeting
The available and projected revenues of the Ontario Housing Trust Fund (OHTF) shall be incorporated into the City's annual budget development process. Appropriations from the OHTF for specific programs, projects, or activities identified in the approved budget shall be subject to separate City Council authorization and approval.

To facilitate the implementation of affordable housing initiatives, OHTF funds may be transferred to the Ontario Housing Authority (Authority) for eligible housing activities, including, but not limited to, property acquisition, predevelopment costs, development gap financing, preservation activities, and the leveraging of other public and private funding sources. Any such transfer shall be governed by a Cooperation Agreement between the City and the Authority, which shall specify the purpose, amount, and use of the transferred funds and ensure consistency with the objectives of the OHTF.

Reporting
City staff shall present an annual report to the City Council providing updates on the operation, activity, and financial summary of the OHTF. This report will be delivered within 120 days of the end of the prior Fiscal Year.

Activity reporting shall include:

Any work undertaken and/or completed that period, including the number, type and unit count; Any activities planned to be undertaken in the next period; Any problems encountered in Program implementation, solutions to mitigate problems, and potential impacts of said problems; and
A spreadsheet listing all eligible projects assisted during the reporting period. 1454
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Financial summaries shall:

Provide a breakdown of program funds including amount drawn down and amount expended on extremely low- and moderate-income households; and
Document matching funds, including amount by source, expended on each eligible project during the reporting period.

Record Keeping
The City of Ontario shall maintain adequate records of services and payments to parties served by programs under the OHTF in sufficient detail to demonstrate compliance with the policies and procedures of the fund. These records shall be retained for at least the duration of the loan period.

Financial and client records are confidential regarding their use as public information; however, information may be provided to another city, state, or federal agency if required to provide information or prevent duplication of payments.

Audit
The City retains the express authority to perform random audits of records for participating parties.

10. Attachments
Attachment 1 City of Ontario Resolution 2025-131
Attachment 2 Uniform Multifamily Regulations

11. Approval
This procedure has been reviewed and approved on the specified date below.

Albert Ramirez, Housing Services Director Date Approved

12. Revisions
Review Date Revision
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Department: Housing
Prepared By: Albert Ramirez
Department:

Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer, Andrea M Lopez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 11
SUBJECT: APPROVAL OF OWNERSHIP TRANSFER AND AMENDMENTS TO THE

SUBORDINATE LOAN TERMS AND AFFORDABILITY RESTRICTIONS FOR THE CITY CENTER SENIOR APARTMENTS, LOCATED AT 280 NORTH LEMON AVENUE

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

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

A. Approve the Assignment and Assumption and First Amendment to the Development, Restrictive Covenant, and Density Bonus Agreement;
B. Approve the extension of affordability restrictions for the City Center Senior Apartments to a new 99-year term; and
C. Authorize the City Manager or his designee to execute all related documents to effectuate the Amendment.

And that the Ontario Housing Authority take the following actions:

A. Approve the Assignment and Assumption and Amendment to the Subordinate Loan Note and Disposition and Development Agreement, including:
a. Reduction of the residual receipts' payment requirement from 85% to 65%; b. Removal of the purchase option provision; and
c. Waiver of the transfer repayment provision associated with the sale of the General Partnered interested.

B. Approve the extension of the affordability restriction for the City Center Senior Apartment to a new 99-year term; and
C. Authorize the Executive Director to execute all related documents to effectuate the amendments.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Focus Resources in Ontario's Commercial and Residential Neighborhoods 1495
FISCAL IMPACT:

There is not a direct fiscal impact associated with this action. The amendments to the loan repayment structure are expected to improve the project's financial viability by increasing available cash flow for property repairs, maintenance, and capital improvements.

BACKGROUND & ANALYSIS: In 2009, the Ontario Housing Authority (OHA) provided a subordinate gap financing loan of $5,155,500 to Ontario Senior Housing Partners, L.P., for the development of City Center Senior Apartments. This is a 76-unit affordable senior housing community located at 280 North Lemon Avenue. The partnership's General Partner is an affiliate of Related California ("Related").

Now, Catalina Housing has entered into an agreement to purchase Related's General Partner interest in Ontario Senior Housing Partners, L.P., for $500,000. Ownership of City Center Senior Apartments will remain with Ontario Senior Housing Partners, L.P.; however, upon closing, Housing Preservation Partners LLC, which is controlled by Catalina Housing, will become the General Partner. Saks Realty LLC, an affiliate of The Savani Organization, will remain the Limited Partner.

Catalina Housing will oversee asset management and long-term preservation planning for the property.

Catalina Housing intends to retain Cirrus Asset Management as the property's property management company. Cirrus has experience managing affordable housing communities throughout California, including those for seniors, families, and people with special needs. Staff has reviewed Cirrus' qualifications and has determined that the firm has the expertise necessary to operate and maintain the property successfully.

The current OHA subordinate loan has a 55-year term, charges one percent (1%) simple interest each year, and requires that 85% of the remaining cash flow be paid back to OHA. Any unpaid principal and accrued interest are due when the loan matures. The loan documents also grant OHA the option to purchase the property for one dollar ($1.00) once the affordability covenant period ends.

As a condition of acquiring the General Partner interest, Catalina Housing has requested two amendments to the Authority Subordinate Loan: (1) to reduce the residual cash flow payment requirement from 85% to 65%, and (2) to remove OHA's $1.00 purchase option. Catalina Housing has indicated that these changes will improve the project's long-term financial sustainability by allowing additional cash flow to remain available for capital repairs, reserves, and future reinvestment. The property is now more than 15 years old, and its capital improvement needs are expected to increase over time.

Additionally, Related has requested a transaction-specific waiver of the repayment provision triggered by the transfer of its General Partner interest, which constitutes a "Sale". It would require payment of the transaction's net sale proceeds to OHA. Approval of the requested waiver would permit the ownership transfer to occur without triggering repayment obligations of the subordinate loan.
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In exchange for the requested amendments and waiver, Catalina Housing has agreed to extend the affordability restrictions for a new 99-year term. This commitment will extend the affordability period by 61 years. It ensures that City Center Senior Apartments will remain affordable to lowincome senior households. The extended affordability period also advances the City's housing preservation objectives by protecting an existing affordable housing asset for future generations.

Staff believes these proposed changes are a reasonable balance between preserving OHA's financial interests and ensuring the property's long-term preservation. The revised loan structure will support ongoing capital investment and operational sustainability while securing an extended affordability commitment that provides significant public benefit. Based on the review of the ownership transfer, proposed loan modifications, and affordability extension, Staff recommends approving the transaction and associated amendments.
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ASSIGNMENT AND ASSUMPTION AND FIRST AMENDMENT TO

DEVELOPMENT, RESTRICTIVE COVENANT AND DENSITY BONUS AGREEMENT FOR

THE ONTARIO TOWN SQUARE SENIOR PROJECT

THIS ASSIGNMENT AND ASSUMPTION AND AMENDMENT TO

DEVELOPMENT, RESTRICTIVE COVENANT AND DENSITY BONUS AGREEMENT (the “First Amendment”), dated as of __________________, 2026 for identification purposes only, is made and entered into by and between the CITY OF ONTARIO, a California municipal corporation (“City”) and ONTARIO SENIOR HOUSING PARTNERS, L.P., a California limited partnership (“Owner”), and RELATED/ONTARIO SENIOR DEVELOPMENT COMPANY, LLC (referred herein as “Assignor”), a California limited liability company, and HOUSING PRESERVATION PARTNERS, LLC, a California limited liability company (referred herein as “Assignee”), with reference to the following:

RECITALS
A. WHEREAS, City and Owner are party to that certain “Development, Restrictive Covenant and Density Bonus Agreement for the Ontario Town Square Senior Project” dated as of February 20, 2007 (the "Agreement") to provide for a density bonus and other incentives and concessions for Owner’s development of an approximately 76- unit, senior, affordable rental housing project (the "Project”);
B. WHEREAS, Assignor desires to assign and delegate to Assignee all of its rights, duties, responsibilities, liabilities and obligations under the Agreement as general partner of Owner, and Assignee desires to accept the assignment of and assume such rights, duties, responsibilities, liabilities and obligations under the Agreement as general partner of Owner. The parties now desire to amend the Agreement accordingly, amend the effective period of covenants respecting affordability, amend the term of the Density Bonus Regulatory Agreement, and amend the property manager.

NOW, THEREFORE, City, Owner, Assignor, and Assignee agree as follows:

1. The above Recitals constitute a material part of this First Amendment and are incorporated by reference as though fully set forth herein.

2. All capitalized terms not expressly defined in this First Amendment shall have the same meaning ascribed to such terms in the Agreement.

3. Effective as of the date of this First Amendment, Assignor hereby assigns to Assignee and Assignee hereby assumes all duties, rights, responsibilities, liabilities, and obligations of the Assignor as general partner of Owner and under the Agreement.

4. As of the date of this First Amendment, all references in the Agreement to Assignor shall be deemed to refer to Assignee.
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2 5. Effect and Duration of Covenants. The effective period of the covenants respecting use, affordability, occupancy and maintenance of the Project, as set forth in Section 23 of the Agreement, is hereby amended and extended for a new ninety-nine (99) year period, starting the date of this First Amendment.

6. Term of Density Bonus Regulatory Agreement. The term of the Density Bonus Regulatory Agreement, as set forth in Section 2 of Exhibit “H” to the Agreement, is hereby amended from fifty-five (55) years to ninety-nine (99) years.

7. Onsite Manager. The property manager, as set forth in Section 3.10 of Exhibit “H” to the Agreement, is hereby amended to Cirrus Asset Management.

8. Notices. Notices to Owner, as set forth in Section 33 of the Agreement, is hereby amended as follows:

Ontario Senior Housing Partners, L.P.
c/o Catalina Housing
18201 Von Karman Avenue, Suite 900
Irvine, California 92612
Fascimile: (949) 660-7273

9. The Agreement. Except as hereby expressly amended, the Agreement shall remain in full force and effect, and the Agreement, as amended hereby, is ratified and confirmed.

10. Execution in Several Counterparts. This First Amendment may be executed in any number of counterparts; each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument.

11. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State. Venue shall be in San Bernardino County.

12. Interpretation. In the event of any conflict between the provisions of the Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall control.

Any reference in this First Amendment to a Section, without further qualification ( such as, by way of example, “of this First Amendment") shall mean the specified Section of the Agreement, as amended and supplemented by this First Amendment. All references to the Agreement in any other document or instrument shall refer to the Agreement.

13. Binding Effect. This First Amendment shall inure to the benefit of and shall be binding upon City, Owner, Assignor, Assignee, and their respective successors and assigns. [Remainder of page intentionally left blank]
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3 SIGNATURE PAGE TO

ASSIGNMENT AND ASSUMPTION AND FIRST AMENDMENT TO

DEVELOPMENT, RESTRICTIVE COVENANT AND DENSITY BONUS AGREEMENT FOR

THE ONTARIO TOWN SQUARE SENIOR PROJECT
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to be executed by their duly authorized representatives.
“Owner”
ONTARIO SENIOR HOUSING PARTNERS, L.P.,
a California limited partnership
By: “Assignee”

CATALINA HOUSING/HOUSING
PRESERVATION PARTNERS, LLC, a California
limited liability company, its general partner
By: SAKS REALTY LLC, a California limited
liability company
By: __________________________
[INSERT]
“Assignor”

RELATED/ONTARIO SENIOR DEVELOPMENT
COMPANY, LLC, a California limited liability company
By: ______________________________________
“City”
CITY OF ONTARIO, a California municipal corporation
By: ______________________________________
Scott Ochoa, City Manager
APPROVED AS TO FORM:

Best Best & Krieger LLP
____________________________
City Attorney
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17336.02103\44032921.2

ASSIGNMENT AND ASSUMPTION AND AMENDMENT TO

AUTHORITY SUBORDINATE LOAN NOTE
[Ontario Town Square Senior Project]

THIS ASSIGNMENT AND ASSUMPTION AND AMENDMENT TO AUTHORITY SUBORDINATE LOAN NOTE (the “First Amendment”), dated as of __________________, 2026 for identification purposes only, is made and entered into by and between the ONTARIO HOUSING AUTHORITY, a public body, corporate and politic (“Lender”) and ONTARIO SENIOR HOUSING PARTNERS, L.P., a California limited partnership (“Borrower”), and RELATED/ONTARIO SENIOR DEVELOPMENT COMPANY, LLC (referred herein as “Assignor”), a California limited liability company, and HOUSING PRESERVATION PARTNERS, LLC, a California limited liability company (referred herein as “Assignee”), with reference to the following:

RECITALS
A. WHEREAS, Borrower executed that certain “Authority Subordinate Loan Note for the Ontario Town Square Senior Project” dated as of July 15, 2009 (the "Loan Note"), to promise to pay Lender the sum of the Authority Subordinate Loan plus interest, fees, costs, and expenses that Lender provided to Borrow to finance the development of an approximately 76- unit, senior, affordable rental housing project (the "Project”);
B. WHEREAS, Assignor desires to assign and delegate to Assignee all of its rights, duties, responsibilities, liabilities and obligations under the Loan Note as general partner of Borrower, and Assignee desires to accept the assignment of and assume such rights, duties, responsibilities, liabilities and obligations under the Loan Note as general partner of Borrower. The parties now desire to amend the Loan Note accordingly and amend the residual receipts.

NOW, THEREFORE, Lender, Borrower, Assignor, and Assignee agree as follows:

1. The above Recitals constitute a material part of this First Amendment and are incorporated by reference as though fully set forth herein.

2. All capitalized terms not expressly defined in this First Amendment shall have the same meaning ascribed to such terms in the Loan Note.

3. Effective as of the date of this First Amendment, Assignor hereby assigns to Assignee and Assignee hereby assumes all duties, rights, responsibilities, liabilities, and obligations of the Assignor as general partner of Borrower and under the Loan Note.

4. As of the date of this First Amendment, all references in the Loan Note to Assignor shall be deemed to refer to Assignee.

5. Annual Payment. Section 6.1 of the Loan Note is amended in part to read as follows:

Borrower shall make payment to Lender on account of this Note in the amount of sixty percent (60%) of such Cash Flow.
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2 6. Notices. Notices to Borrower, as set forth in Section 24 of the Loan Note, is hereby amended as follows:

Ontario Senior Housing Partners, L.P.
c/o Catalina Housing
18201 Von Karman Avenue, Suite 900
Irvine, California 92612

7. The Loan Note. Except as hereby expressly amended, the Loan Note shall remain in full force and effect, and the Loan Note, as amended hereby, is ratified and confirmed.

8. Execution in Several Counterparts. This First Amendment may be executed in any number of counterparts; each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument.

9. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State. Venue shall be in San Bernardino County.

10. Interpretation. In the event of any conflict between the provisions of the Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall control.

Any reference in this First Amendment to a Section, without further qualification (such as, by way of example, “of this First Amendment") shall mean the specified Section of the Loan Note, as amended and supplemented by this First Amendment. All references to the Loan Note in any other document or instrument shall refer to the Loan Note.

11. Binding Effect. This First Amendment shall inure to the benefit of and shall be binding upon Lender, Borrower, Assignor, Assignee, and their respective successors and assigns. [Remainder of page intentionally left blank]
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3 SIGNATURE PAGE TO

ASSIGNMENT AND ASSUMPTION AND AMENDMENT TO

AUTHORITY SUBORDINATE LOAN NOTE
[Ontario Town Square Senior Project]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to be executed by their duly authorized representatives.
“Borrower”
ONTARIO SENIOR HOUSING PARTNERS, L.P.,
a California limited partnership
By: “Assignee”

CATALINA HOUSING/HOUSING
PRESERVATION PARTNERS, LLC, a California
limited liability company, its general partner
By: SAKS REALTY LLC, a California limited
liability company
By: __________________________
[INSERT]
“Assignor”

RELATED/ONTARIO SENIOR DEVELOPMENT
COMPANY, LLC, a California limited liability company
By: ______________________________________
“Lender”
ONTARIO HOUSING AUTHORITY, a public body,
corporate, and politic
By: ______________________________________
Scott Ochoa
APPROVED AS TO FORM:

Best Best & Krieger LLP
____________________________
Authority Counsel
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ASSIGNMENT AND ASSUMPTION AND FOURTH AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT
[Ontario Town Square Senior Project]

THIS ASSIGNMENT AND ASSUMPTION AND FOURTH AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT (the “Fourth Amendment”), dated as of __________________, 2026 for identification purposes only, is made and entered into by and between the ONTARIO HOUSING AUTHORITY, a public body, corporate and politic (the “Authority”) and ONTARIO SENIOR HOUSING PARTNERS, L.P., a California limited partnership (the “Partnership”), and RELATED/ONTARIO SENIOR DEVELOPMENT COMPANY, LLC (referred herein as “Assignor”), a California limited liability company, and HOUSING PRESERVATION PARTNERS, LLC, a California limited liability company (referred herein as “Assignee”), with reference to the following:

RECITALS
A. WHEREAS, Authority and Partnership are party to that certain “Disposition and Development Agreement [ Ontario Town Square Senior Project]" dated as of February 6, 2007 (the "Agreement"), pursuant to which, among other things, Authority will convey certain property to Partnership for the development thereon of an approximately 76-unit, senior, affordable rental housing project (the "Project”);
B. WHEREAS, the Agreement was amended by that certain First Amendment thereto dated as of March 18, 2008 (the " First Amendment"), and that certain Second Amendment thereto dated as of December 16, 2008 (the "Second Amendment"), and that certain Third Amendment thereto dated as of January 20, 2009 (the “Third Amendment”); C. WHEREAS, Assignor desires to assign and delegate to Assignee all of its rights, duties, responsibilities, liabilities and obligations as general partner of the Partnership and under the Agreement, and Assignee desires to accept the assignment of and assume such rights, duties, responsibilities, liabilities and obligations as general partner of the Partnership and under the Agreement. The parties now desire to amend the Agreement accordingly, amend the property manager, extend the Affordability Covenants period, and remove Authority’s purchase option for the Property.

NOW, THEREFORE, Authority, Partnership, Assignor, and Assignee agree as follows:

1. The above Recitals constitute a material part of this Fourth Amendment and are incorporated by reference as though fully set forth herein.

2. All capitalized terms not expressly defined in this Fourth Amendment shall have the same meaning ascribed to such terms in the Agreement.

3. Effective as of the date of this Fourth Amendment, Assignor hereby assigns to Assignee and Assignee hereby assumes all duties, rights, responsibilities, liabilities, and obligations of the Assignor as general partner of the Partnership and under the Agreement. 1504
46700.12002\45062462.1
2 4. As of the date of this Fourth Amendment, all references in the Agreement to Assignor shall be deemed to refer to Assignee.

5. Management Agreement. The property manager for management of the Project, as set forth in Section 7.6(p) of the Agreement, is hereby amended to be Cirrus Asset Management.

6. Affordability Covenants. The Affordability Covenants period, as set forth in Section 8 of the Agreement, is hereby amended and extended for a new ninety-nine (99) year term, starting the date of this Fourth Amendment.

7. Grant of Option. The Option Agreement set forth as Exhibit “J” to the Agreement is hereby deleted in its entirety to remove Authority’s option to purchase the Property.

8. Notices. Notices to Partnership, as set forth in Section 21 of the Agreement, is hereby amended as follows:

Ontario Senior Housing Partners, L.P.
c/o Catalina Housing
18201 Von Karman Avenue, Suite 900
Irvine, California 92612

9. The Agreement. Except as hereby expressly amended, the Agreement shall remain in full force and effect, and the Agreement, as amended hereby, is ratified and confirmed.

10. Execution in Several Counterparts. This Fourth Amendment may be executed in any number of counterparts; each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument.

11. Governing Law. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State. Venue shall be in San Bernardino County.

12. Interpretation. In the event of any conflict between the provisions of the Agreement and the provisions of this Fourth Amendment, the provisions of this Fourth Amendment shall control. Any reference in this Fourth Amendment to a Section, without further qualification ( such as, by way of example, “of this Fourth Amendment") shall mean the specified Section of the Agreement, as amended and supplemented by this Fourth Amendment. All references to the Agreement in any other document or instrument shall refer to the Agreement as amended by the First, Second, Third Amendment, and this Fourth Amendment.

13. Binding Effect. This Fourth Amendment shall inure to the benefit of and shall be binding upon Authority, Partnership, Assignor, Assignee, and their respective successors and assigns.
[Remainder of page intentionally left blank]
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46700.12002\45062462.1
3 SIGNATURE PAGE TO

ASSIGNMENT AND ASSUMPTION AND FOURTH AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT
[Ontario Town Square Senior Project]
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to be executed by their duly authorized representatives.
“Partnership”
ONTARIO SENIOR HOUSING PARTNERS, L.P.,
a California limited partnership
By: “Assignee”

CATALINA HOUSING/HOUSING
PRESERVATION PARTNERS, LLC, a California
limited liability company, its general partner
By: SAKS REALTY LLC, a California limited
liability company
By: __________________________
[INSERT]
“Assignor”

RELATED/ONTARIO SENIOR DEVELOPMENT
COMPANY, LLC, a California limited liability company
By: ______________________________________
“Authority”
ONTARIO HOUSING AUTHORITY, a public body,
corporate, and politic
By: ______________________________________
Scott Ochoa, Executive Director
APPROVED AS TO FORM:

Best Best & Krieger LLP
____________________________
Authority Counsel
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Department: Housing
Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer, Andrea M
Lopez, Kelly Zackmann
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT: A PROFESSIONAL SERVICES AGREEMENT FOR HOMELESS SERVICES BETWEEN THE

CITY OF ONTARIO AND SYMBA CENTER AT THE ONTARIO WELLNESS CAMPUS

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

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

A. Approve a Professional Services Agreement with Symba Center, a non-profit organization based in Victorville, California, to provide homeless services at 1522 West Mission Boulevard.

The agreement includes an initial term from August 1, 2026, through June 30, 2027, with an annual not-to-exceed amount of $2,134,010 and a total contract value of $6,402,030, inclusive of the initial term and up to 2 one-year extension options; B. Authorize the City Manager to approve up to two additional one-year extensions; and C. Authorize the City Manager or his designee to execute the Agreement and take all actions necessary to implement them
THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT: The proposed Professional Services Agreement has a term of August 1, 2026, through June 30, 2027, with a not-to-exceed amount of $2,134,010. Sufficient funding has been appropriated in the Fiscal Year 2026-27 Adopted General Fund Budget to support the agreement. In addition, $176,949 in Community Development Block Grant (CDBG) funding has been allocated under the Fiscal Year 2026-27 Annual Action Plan and will be provided to Symba Center under a separate agreement to support eligible services at the Ontario Wellness Center. If approved, appropriations for any future agreement extension will be included in a quarterly budget update to the City Council.

BACKGROUND & ANALYSIS: In April 2024, the City of Ontario acquired the 33-room motel located at 1522 West Mission Boulevard to establish the Ontario Wellness Center, which provides emergency and temporary housing as the first phase of the City's planned Ontario Wellness 1507
Campus.

In June 2024, the City issued a Request for Proposals to identify a qualified nonprofit operator for the facility. Following a competitive evaluation process, the City Council awarded Symba Center, a Victorville-based non-profit organization, a Professional Services Agreement to operate the Ontario Wellness Center. Symba Center was selected based on its demonstrated experience operating a comparable homeless services facility within San Bernardino County and its ability to provide comprehensive housing stabilization and supportive services.

Construction of the facility was completed in late 2025, and Symba Center commenced operations in December 2025. Since opening, the Ontario Wellness Campus has provided year-round emergency and interim housing, case management, housing navigation, clinical support services, and coordinated access for individuals experiencing homelessness.

Under the proposed Professional Services Agreement, Symba Center will continue to operate the Ontario Wellness Center as a comprehensive, 24-hour-per-day, 7-day-per-week, 365-day-per-year homeless services facility. Services will include emergency housing, interim housing, recuperative care, intensive case management, behavioral health and clinical support services, housing navigation, and supplemental street outreach. Staffing levels will be maintained to ensure safe facility operations and uninterrupted service delivery.

The current Professional Services Agreement expires on July 31, 2026. To ensure uninterrupted operation of the Ontario Wellness Center and the continued delivery of essential homeless services, Staff recommends entering a new one-year Professional Services Agreement with Symba Center for the period of August 1, 2026, through June 30, 2027, in the not-to-exceed amount of $2,134,010.

Staff also recommends authorizing the City Manager to approve up to two additional one-year extensions, subject to satisfactory consultant performance and the availability of funding, for a total not-to-exceed contract amount of $6,402,030.
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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 Professional Services Agreement (this “Agreement”) is made and entered as of _______, 2026, 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 Symba Center, a California non-profit corporation, with its principal place of business at 16519 Victor Street, Suite. 424, Victorville, CA 92395 ("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 homeless services, including operating an access center, performing street outreach, and operating interim and emergency housing units 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 Ontario Wellness Center 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 homeless services, street outreach, emergency and interim housing program services, and case planning and management services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" (“Scope of Work”) attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto 1509
and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The Scope of Work shall not be altered or modified without first being submitted to the City and approved in writing by the Consultant, City Manager, Housing Services Director, or their designees.

3.1.2 Term. The initial term of this Agreement shall be from August 1, 2026 to June 30, 2027 (“Initial Term”), 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 as described in Exhibit “B” (“Schedule of Services“), attached hereto and incorporated herein by this reference. The Parties may, by mutual, written consent, and without City Council’s approval, extend the term of this Agreement for no more than two additional one-year terms, at the current rates set forth herein. Notwithstanding the above, any modification or amendment to this Agreement shall be executed by the City Manager or their designee, without the need for City Council approval, so long as the City’s budget appropriates enough funds to cover the contractual amount. If no notice of termination is provided at least 90 days before expiration, this Agreement shall automatically renew for an additional one-year term at the current rates listed herein.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements as set forth in Section 3.2.3 of this Agreement, for all Services rendered under this Agreement at the rates and budget set forth in Exhibit "C" (“Budget Plan”) and in accordance with the staffing allocations set forth in Exhibit “D” (“Staffing Plan”).

Compensation for the Initial Term shall not exceed Two Million One-Hundred Thirty Four Thousand and Nine Dollars and Sixteen Cents ($2,134,009.16) (“Not-to-Exceed Amount”) without written approval of the City Council of the City of Ontario or Scott Ochoa, or his successor holding the same or a substantially similar role as Scott Ochoa (“City Manager”), as applicable. Additional funding from the City’s Community Development Block Grant (“CDBG”) program funds, shall be expended independently as noted in Exhibit C. CDBG funds and the applicable guidelines shall be determined and detailed in a separate contract, in form and substance satisfactory to the Parties. The total amount payable by the City shall be reduced by the monthly revenues obtained by Consultant pursuant to Section 3.2.2 of this Agreement. Extra Work (as defined below) may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. The budget and staffing plans shall not be altered or modified without first being submitted to the City and approved in writing by the Consultant and City (including the City Manager or Housing Services Director), or their designees.

3.2.1.1 [Reserved].

3.2.2 Payment of Compensation. Commencing on August 1, 2026, and for each monthly period thereafter, Consultant shall promptly submit to City a monthly invoice which indicates in reasonable detail the Services rendered by Consultant under this Agreement for the previous monthly period. Commencing on October 1, 2026, and for each three-month period thereafter, Consultant shall promptly submit to City a financial report which indicates in reasonable detail any revenue, donations, and outside funding received by Consultant in connection with the Services rendered by Consultant under this Agreement for the previous quarterly period. Any revenue, donations, or outside funding received by Consultant in connection with the Services rendered under the terms of this Agreement in excess of the aggregate Total Revenue amount set forth on Exhibit C “Budget Plan” under Symba Revenue Projections – FY 2026-27, shall be deducted from the amount payable/due by the City in the following monthly period invoice. City shall promptly, but in any event within thirty (30) days of receiving such invoice, pay all nondisputed and approved charges, such approval not to be conditioned, delayed or unreasonably 1510
withheld. If the City disputes any of Consultant's fees, the City shall promptly give written notice to Consultant, but in any event within fifteen (15) days of receipt of an invoice of any disputed fees set forth therein. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall be reimbursed for all necessary and reasonable expenses, including those included in Exhibit "C" of this Agreement, unless explicitly disputed in writing by City.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform additional Services rendered in connection with the Project (“Extra Work”), which is determined by the Parties to be reasonably 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 (email to suffice) from the City or the City Manager.

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 Section 3.2.2 of 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 Section 3.2.2 of 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 promptly 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.

3.2.6 Funding Shortfall and Funding Contingency. The Parties acknowledge that Consultant’s ability to perform the Services is materially dependent on the timely availability of the City funding, CDBG funding, third-party revenue, and other funding assumptions reflected in the Budget Plan. If, at any time during the Term, any anticipated funding source is delayed, reduced, denied, exhausted, restricted, or otherwise unavailable, or if actual program costs materially exceed or materially fall short of the assumptions reflected in the Budget Plan through no fault of Consultant, Consultant shall provide written notice to the City describing the shortfall and the anticipated operational impact.

Upon receipt of such notice, the Parties shall promptly meet and confer in good faith to determine an appropriate adjustment, which may include modification of the Budget Plan, modification of staffing levels, reduction or suspension of affected Services, other mutually acceptable operational changes, or as a final option, additional City funding. Consultant shall not be required to use unrestricted organizational funds, general charitable donations, reserves, or funds designated for other programs to subsidize the Services, except to the extent expressly agreed in writing by Consultant. Prior to requesting additional City funding, the Parties shall consider in good faith whether reasonable operational modifications, alternative funding opportunities, or other mutually acceptable measures may be implemented to address the funding shortfall.

Pending resolution of any funding shortfall, Consultant shall not be deemed in breach for modifying, reducing, or suspending affected Services to the extent reasonably necessary to avoid 1511
operating at an unfunded loss, provided that Consultant gives reasonable prior notice to the City and uses commercially reasonable efforts to preserve essential health, safety, and housingrelated services. Any staffing reduction or service modification shall be subject to applicable law, client safety considerations, and Consultant’s reasonable professional judgment.

If the Parties are unable to resolve the funding shortfall within thirty (30) days after Consultant’s notice, either Party may terminate this Agreement, in whole or in part, upon written notice to the other Party without penalty. In such event, City shall pay Consultant for all non-contested and approved Services performed through the effective date of termination and for all reasonable, documented, non-cancelable costs incurred by Consultant in reasonable reliance on this Agreement.

3.3 Responsibilities of Consultant.

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

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants 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 additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services. 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 [Reserved].

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. Consultant may designate additional qualified personnel to assist in the performance of Services under this Agreement upon prior written notice to City. Should one or more of the designated personnel become unavailable, Consultant may substitute other personnel of at least equal competence with prior written notice to City. City’s approval of any substitution shall not be unreasonably withheld, delayed, or conditioned. If City objects to a proposed substitution, the Parties shall confer in good faith to resolve the matter. If no agreement is reached within thirty (30) calendar days of Consultant’s notice of substitution, the Parties shall engage in informal mediation for a period not exceeding thirty (30) calendar days. If the Parties remain unable to reach an agreement after mediation, City may terminate this Agreement upon a showing that the substituted personnel materially impair Consultant’s ability to perform the Services. The key personnel for performance of this Agreement include, but are not limited to: Dr. Shawn Smith, Chief Executive Officer; Antoinette D. Jackson, Special Projects Advisor; and any additional personnel designated by Consultant in accordance with this provision.
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3.3.5 City's Representative. The City hereby designates Albert Ramirez, Housing Services Director, his successor, or 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 her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Dr. Shawn Smith, Chief Executive Officer of Symba Center, 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.

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 represents 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 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. Any employee of the Consultant or its subconsultants who is determined by the City to be a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services to prevent threats to safety of persons or property, in each case, in accordance with Consultant’s internal policies or any applicable local, state or federal law, 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 agrees to perform and complete all Services within the timeframe specified in Section 3.1.2 above (“Performance Time”). Consultant shall also adhere strictly to any completion schedule or Project milestones outlined in Exhibits “A” and “B” attached hereto, or as separately agreed upon in writing by the City and Consultant (“Performance Milestones”). It is recognized that timely completion of the Services is crucial for meeting project goals.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance (except for any obligations to make payments to the other 1513
Party hereunder as set forth in Section 3.2.2 of this Agreement) 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; provided, however, during such circumstances described in this Section 3.3.9.3, the non-affected party may similarly suspend its performance obligations (except for any obligation to make payments to the other Party hereunder as set forth in Section 3.2.2 of this Agreement) until such time as the affected Party resumes performance. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including Cal/OSHA requirements, U.S Department of Housing and Urban Development (HUD) requirements, and Community Development Block Grant Program (CDBG) funding requirements (if applicable), and shall provide all notices required by law. Consultant will act in good faith to resolve compliance issues in a timely manner and will notify the City if significant regulatory changes impact the Project or the Services. 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 Regulatory Changes & Adjustments. If any new or modified local, state, or federal laws, regulations, or administrative requirements impose additional costs, obligations, or operational complexities on Consultant in the performance of its services under this Agreement, the Parties shall negotiate in good faith to (a) adjust the Consultant’s compensation to reflect the increased costs associated with compliance; or (b) modify the Agreement’s scope of services to align with the new regulatory requirements without imposing undue financial or operational burden on Consultant. If the Parties are unable to reach a mutually acceptable adjustment within ninety (90) days of written notice from Consultant outlining the impact of the regulatory change, Consultant shall have the right to suspend affected services without penalty until such adjustments are agreed upon.

3.3.10.3 Employment Eligibility; Consultant. Consultant certifies full compliance with all state and federal requirements and restrictions respecting the employment of 1514
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 subsubconsultants 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.

3.3.10.4 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.

3.3.10.5 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 violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.6 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.

3.3.10.7 Safety. Consultant shall execute and maintain its work in a manner that ensures safety of all involved personnel, avoiding injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause. 1515

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 procure 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 less 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 activities 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 $1,000,000 per occurrence and no less than $2,000,000 aggregate.

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.

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 this 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. 1516
(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 Vendor 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 selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such 1517
coverage is cancelled or reduced and not replaced promptly so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

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

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

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

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

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations 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 any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
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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 appropriate 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 policies 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 endorsement 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 compliance 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.

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

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. Either Party may, by written notice to the other Party, terminate 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 ninety (90) 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 (as set forth in Section 3.2.2 of this Agreement), and Consultant shall be entitled to no further compensation. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Termination Without Cause. If the City elects to terminate this Agreement without cause before the expiration of the initial or any renewal term, the City shall compensate Consultant for:

3.5.2.1 All services performed up to the effective date of termination;

3.5.2.2 Any non-cancelable commitments and obligations entered into by Consultant in reliance on this Agreement;

3.5.2.3 Such compensation shall be payable within thirty (30) days of the termination notice.

3.5.3 Termination With Cause. The City may terminate this Agreement for cause only upon providing written notice to Consultant specifying the material breach and granting Consultant thirty (30) days to cure such breach. If Consultant fails to cure within the specified period, the City may terminate the Agreement without additional compensation beyond fees for services rendered up to the termination date.

3.5.4 Effect of Termination. If this Agreement is terminated as provided herein, City requires Consultant to provide all finished or unfinished Documents and Data 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 thirty (30) days of the request.

3.5.5 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, indemnify, and hold the City, its officials, officers, employees, volunteers, and agents harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage, or injury arising out of or related to any acts, errors, omissions, or willful misconduct of Consultant, its employees, subcontractors, consultants, or agents in connection with the performance of the Consultant’s Services, the Project, or this Agreement. Consultant’s indemnification obligations shall not extend to any claims or damages arising from the City’s sole negligence, willful misconduct, regulatory 1520
actions, or third-party conduct beyond Consultant’s reasonable control. In the event of a claim, Consultant shall only be responsible for its proportionate share of fault, if any, as determined by a court of law. Consultant’s obligation to indemnify shall not be limited by insurance proceeds, and shall survive the expiration or termination of this Agreement.

3.7 General Provisions.

3.7.1 Accounting Records; Audits. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement, and related to the Project or use of facilities. Such records shall be clearly identifiable, clearly distinguish between all sources of revenue, and adequately track the flow of revenue and expenditures from each source month to month. Consultant shall maintain a system of bookkeeping adequate for its operations hereunder. Consultant shall allow City Manager or the City’s Representative during normal business hours to examine, audit, and make transcripts or copies of such records created pursuant to this Agreement; provided that City provides Consultant with at least five (5) business days advance written notice of such planned inspection. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of six (6) months from the date of final payment under this Agreement.

Consultant shall conduct an official audit of their financials through a reputable independent auditor's report of an independent certified public accountant. Consultant will provide the City with a copy of its audited financial statements for such fiscal year. Such audited financial statements shall include such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State and local law. The Consultant hereby agrees to provide the City with such other financial and accounting information as may be reasonably requested by the City. Failure to maintain or provide such records or statements shall constitute a cause for termination, in accordance with Section 3.5.3 of this Agreement.

3.7.2 Independent Contractors and Subcontracting.

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

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement.

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: Symba Center
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16519 Victor St. Ste. 424
Victorville, CA 92395
ATTN: Dr. Shawn Smith, Chief Executive Officer
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Albert A. Ramirez, Housing Services Director
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 reasonably required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail 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 three (3) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs.

Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the Documents & Data. Notwithstanding anything to the contrary in this Section, “Documents & Data” shall not include Consultant’s internal administrative records, clinical records, proprietary policies, proprietary forms, pre-existing materials, or other records containing Client Information. Such records shall remain the property of Consultant; provided, however, that nothing herein shall limit the City's right, upon reasonable request, to review or inspect such records to the extent reasonably necessary to verify Consultant’s compliance with this Agreement, investigate participant complaints or incidents, respond to claims involving the Program and participants, satisfy applicable statutory or regulatory requirements, and to the extent such records are expressly required to be provided to the City under this Agreement, in each case subject to applicable law, including HIPAA, CMIA, peer review protections, attorney-client privilege, and other applicable confidentiality or privilege protections.

3.7.4.1 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 1522
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.

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

3.7.4.3 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.

3.7.4.4 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, which consent shall not be unreasonably withheld, conditioned or delayed, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed 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.

3.7.4.5 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) business 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 1523
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.

3.7.4.6 Client Records, Privacy, and Data Security. Consultant may create, receive, maintain, use, disclose, or transmit records or information relating to individuals served under this Agreement, including intake records, housing records, case management records, referral information, health-related information, behavioral health information, substance use-related information, benefits information, demographic information, and other sensitive personal information (“Client Information”). Consultant shall maintain Client Information in accordance with applicable federal, state, and local privacy, confidentiality, and data security laws, including, to the extent applicable, HIPAA, CMIA, 42 C.F.R. Part 2, HMIS requirements, CDBG/HUD requirements, and other laws governing health, behavioral health, housing, homelessness, and social services records.

Consultant shall use and disclose Client Information only as reasonably necessary to perform the Services, comply with applicable law, coordinate care and housing-related services, submit required reports, support payment and program administration, and satisfy lawful City, fundingsource, audit, or regulatory requirements. Consultant shall not sell Client Information or use Client Information for marketing, fundraising, unrelated research, or any purpose unrelated to this Agreement without appropriate authorization or another legally permissible basis.

Consultant shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Information from unauthorized access, use, disclosure, alteration, loss, or destruction. Such safeguards shall include, as appropriate, role-based access controls, workforce confidentiality obligations, secure transmission and storage, reasonable password and authentication controls, incident response procedures, secure disposal practices, and workforce training regarding privacy and confidentiality obligations.

Consultant shall promptly notify the City of any actual or suspected unauthorized access, use, disclosure, loss, or compromise of Client Information related to the Services or Project. Such notice shall be provided without unreasonable delay and, in no event, later than five (5) business days after discovery, unless a shorter period is required by applicable law or funding requirements. The Parties shall reasonably cooperate to investigate, mitigate, document, and provide any legally required notices arising from such incident. Consultant shall not make any external notification or public statement identifying the City without prior coordination with the City, except to the extent required by applicable law.

As between the Parties, Consultant shall retain ownership and control over its internal case management records, clinical or service records, operational records, proprietary forms, policies, procedures, and pre-existing materials. The City shall have access to Client Information only to the extent reasonably necessary for contract administration, program oversight, payment, audit, reporting, legal compliance, or as otherwise required by applicable law. Any Client Information disclosed to the City shall remain subject to applicable privacy, confidentiality, and public records restrictions.

To the extent any data or reports are provided to the City for program administration, performance measurement, or public reporting, Consultant shall use reasonable efforts to provide such information in aggregated or de-identified form unless identifiable information is required by applicable law, funding requirements, or the City’s reasonable program oversight needs. The Parties shall cooperate in good faith to limit disclosure of identifiable Client Information to the minimum necessary to accomplish the applicable purpose.

Consultant shall retain Client Information for the period required by applicable law, funding 1524
requirements, and this Agreement, and shall securely dispose of Client Information when retention is no longer required. Upon expiration or termination of this Agreement, Consultant shall cooperate with the City to transition records reasonably necessary for continuity of services, subject to applicable privacy, consent, confidentiality, and legal requirements.

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 recover from the losing party reasonable and documented out-of-pocket attorneys’ fees and all reasonable and documented 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 in the City’s sole but reasonable discretion. Any attempt to so assign or so transfer without such consent shall 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 1525
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, including the Exhibits, shall be binding unless executed in writing and signed by both Parties. Any supplement, modification, or amendment to this Agreement shall be executed by the City Manager or their designee, without the need for City Council approval, so long as the City’s budget appropriates enough funds to cover the contractual amount.

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 contractual rights by custom, estoppel, or otherwise.

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

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

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 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. 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 (.PDF) counterparts, each of which shall constitute an original.

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

SIGNATURES ON NEXT PAGE
1526

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND

SYMBA CENTER
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 SYMBA CENTER
By:

Its: Chief Executive Officer
Printed Name: [insert 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
1527
EXHIBIT "A"

SCOPE OF SERVICES

GENERAL PROVISIONS
The Scope of Services for this Agreement includes delivery of services at the Ontario Wellness Center management of the housing units, and limited management of the facilities, as further detailed herein.
• Consultant will provide the Services at the Ontario Wellness Center located at 1522 W.

Mission Boulevard, Ontario, CA 91762 (“Property”) owned by City. In consideration of the Services to be performed by Consultant under this Agreement, City authorizes Consultant to use the Property on the terms and conditions set forth herein solely and exclusively to fulfill the requirements of this Agreement. Consultant will direct and supervise Consultant’s Services and programs on the Property necessary for the Project. Consultant may not close the Property during its normal operating hours without the prior written consent of the City. Any use of the Property is subject to the City’s laws, guidelines, and regulations.
• Consultant will work cooperatively with the City to develop and maintain a master calendar to coordinate the operation and use of the Property for the Services to ensure appropriate scheduling and integration with other portions of the Property that may remain accessible to the public. City sponsored events and programs are to be given priority use.
• Prohibited Client Conduct: Consultant shall ensure that its officials, officers, directors, employees, or agents immediately notify Consultant’s management upon observing any prohibited conduct by a client of the Project at the Property. Consultant shall then provide immediate written notice to the City detailing the nature of the conduct, any actions taken in response, and any further steps planned to address the issue.

Prohibited conduct includes, but is not limited to, the following: engaging in any illegal activity, including without limitation the use, purchase, or sale of illegal drugs; harassing or threatening Consultant’s staff or guests or visitors of the Property, including without limitation, other clients of the Project.
• Consultant and City will work cooperatively to develop policies and procedures including a Code of Conduct for the Ontario Wellness Center that Consultant will utilize for implementing programs and services including client conduct on site along with related policies. The policies and procedures will also include a grievance procedure to address complaints related to service provision, intake, discharge, and service termination. • The City has selected Consultant as the provider for the Services based on their experience and expertise and the Consultant will not subcontract to another provider for any portion of the Services, however, should the need arise for partnerships with other local providers, the City shall have the right to approve all MOUs between the Consultant and other providers for work to be performed at the site, such approval not to be conditioned, delayed or unreasonably withheld.
• Consultant shall not discriminate against or segregate, any person or group of persons on account of race, color, religion, sex, gender identity, sexual orientation, marital status, national origin or ancestry in the use, occupancy, tenure, or enjoyment of the Property in connection with this Agreement, nor shall Consultant establish or permit any such 1528
practice or practices of discrimination or segregation with reference to the selection, location, or number of or use or occupancy by clients of the Property.

GENERAL HOMELESS SERVICES, EMERGENCY HOUSING, INTERIM HOUSING, AND

SUPPORT SERVICES
• Consultant shall provide comprehensive homeless services and housing operations at the Property to support clients in obtaining housing stability, essential resources, and long-term self-sufficiency. Services include General Homeless Services, Emergency Housing, Interim Housing, and related case management and supportive services as set forth below.
• Consultant shall operate the Property and all associated programs on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, including holidays, to ensure uninterrupted housing and service availability.
• Consultant shall maintain sufficient staffing and on-site coverage at all times to ensure safe operations and timely response to client needs.
• Consultant shall provide intake, assessment, case management, and service coordination for clients served at the Property. Services shall include:
• Client intake and housing assessments for programs in and around Ontario. • Coordination with the Ontario Housing Services Department and other City-designated partners.
• Development of individualized housing stability plans. • Warm hand-off referrals to behavioral health, substance use treatment, and other supportive services.
• Client tracking, data entry, and reporting using a City-approved data management system.
• Distribution and monitoring of basic needs resources (e.g., bus passes, ID vouchers, gift cards), subject to City funding and direction.
• Distribution of hygiene kits and provision of linens and laundry supplies as needed. • Access to on-site laundry and shower services for outreach clients and housing program participants.
• Maintenance of informational postings related to employment, education, and supportive services.
• Maintenance of complete client records for at least three (3) years after contract termination.
• Monthly reporting on service utilization and outcomes in a City-approved format.

Emergency Housing
• Consultant shall provide congregate Emergency Housing in up to four (4) units for up to eight (8) individuals referred by the Ontario Police Department or other City-authorized referral sources.
• Intended length of stay: three (3) days or less.
• Maximum initial stay: seven (7) days, with extensions permitted only upon documented progress and City-approved case management determination. 1529
• Consultant shall conduct an initial assessment of each participant upon intake, or as soon as practicable thereafter, to evaluate the participant's housing, health, behavioral health, income, and service needs and determine the appropriateness of placement in Interim Housing or other housing interventions.
• Consultant shall coordinate with City staff and relevant service providers to ensure continuity of care and support successful transitions to Interim Housing, bridge housing, permanent supportive housing, or other permanent housing solutions.

Interim Housing
• Consultant shall provide up to twenty-six (26) units of congregate Interim Housing, as needed and available, and based on specific participant needs. Units shall initially be assigned as single-occupancy, but as participant numbers rise, or as needed to accommodate participants, units may be assigned as double-occupancy. • Intended length of stay: up to one-hundred and twenty (120) days. • Consultant shall complete an individualized housing case plan for each participant within fourteen (14) calendar days of program enrollment. The case plan shall identify housing goals, barriers to housing stability, service needs, action steps, and measurable benchmarks and milestones.
• Stays shall be benchmark- and milestone-driven under the participant's individualized housing case plan.
• Consultant shall review and update each participant's individualized housing case plan at least once every thirty (30) days, or more frequently as participant needs or circumstances change. Updates shall document progress toward established goals, changes in participant needs, and any modifications to the housing stabilization strategy. • Continued occupancy is subject to documented progress toward housing stability goals, as outlined in the individualized housing case plan.
• One (1) unit may be designated for an on-site residential manager at Consultant's discretion.
• Consultant shall prioritize placement of eligible participants transitioning from Emergency Housing to promote continuity of care and reduce returns to homelessness. • Consultant shall coordinate with housing and service providers to support transitions to bridge housing, permanent supportive housing, rapid rehousing, and other permanent housing solutions.

Case Management and Planning Services
• Consultant shall provide structured case management to support housing placement and stability, including:
• At least weekly case management meetings for Interim Housing clients to assess progress and adjust service plans.
• Housing navigation and coordination with landlords, housing providers, and City partners. Coordination of supportive services including behavioral health, substance use treatment, employment, and benefits assistance.
• Assistance with obtaining, replacing, or maintaining essential identification and eligibility documents, including birth certificates, Social Security cards, state-issued identification cards, income verification, and other documentation necessary to access housing, benefits, employment, and supportive services.
• Assistance with applying for, securing, and maintaining eligible public benefits and income supports, including Supplemental Security Income (SSI), Social Security 1530
Disability Insurance (SSDI), General Relief, CalFresh, Medi-Cal, veterans' benefits, and other applicable federal, state, or local assistance programs. • Support for employment readiness, job training, workforce development, job search activities, and connection to educational and vocational resources, as appropriate. • Coordination of services intended to improve participants' physical health, mental health, and overall well-being, including linkage to primary care providers, behavioral health services, and ongoing medical care.
• Screening, referral, and connection to substance use disorder treatment services, including detoxification, outpatient treatment, residential treatment, medication-assisted treatment, recovery support services, and relapse prevention resources, as appropriate. • Ongoing support to promote self-sufficiency, increase income, address barriers to housing stability, and facilitate transition to permanent housing.

On-Site Clinical and Behavioral Health Services
• Consultant shall provide or coordinate on-site supportive services, which may include:
• Licensed clinical staff and registered nurses for basic health stabilization and care coordination.
• Substance use disorder counselors for screening, engagement, and referral to treatment services. Licensed social workers for psychosocial support, benefits navigation, and service coordination.
• All clinical and behavioral health services shall be integrated with housing case management to support housing stability, recovery, and long-term self-sufficiency. • Consultant shall document all supportive services, referrals, participant engagements, case notes, assessments, outcomes, and other program activities in a City-approved data management system or database.
• Consultant shall collect and maintain data necessary to measure program performance, participant outcomes, and compliance with this Agreement.

STREET OUTREACH
To engage with homeless individuals and families within the incorporated limits of the City of Ontario and support the City’s homeless response efforts, Consultant shall evaluate the suitability and feasibility of providing street outreach services on an as-needed basis at the reasonable request of the City and subject to the operational and budgetary needs of the Ontario Wellness Center (“OWC”). Outreach services are intended primarily to supplement City operations during weekends and during periods when City staff are unavailable. Services shall include, but not limited to, the following:
• Hours of operation: Outreach services shall be provided on an as-needed basis as requested by the City. Services are anticipated to occur primarily during weekends and during periods when City staff are unavailable; however, specific schedules and response times shall be coordinated between the City and Consultant. • Respond to requests for outreach services from the City, including requests generated through community concerns, referrals, or other identified needs. • Go to locations identified by the City to engage potential or current clients. • Conduct field assessments.
• Provide food and water to potential or current clients as resources are available. 1531
• Transport clients to the OWC, or when appropriate, to essential appointments and service locations.
• Coordinate services with Ontario Housing Services Department staff, including the City’s outreach team, to ensure continuity of care and avoid duplication of services. • Facilitate connections to housing, shelter, behavioral health services, and other supportive resources through warm handoffs and referrals, as appropriate.

RECUPERATIVE CARE SERVICES
• Consultant shall provide Recuperative Care Services within up to ten (10) designated rooms at the Property. These services are intended for individuals who are medically stable for discharge from an acute care setting but require short-term supportive housing, medical support, and intensive case management during recovery. • Each room shall accommodate no more than two (2) individuals at any given time. • Referrals for Recuperative Care Services shall be made exclusively by licensed hospitals or acute care facilities.
• All referrals shall be subject to prior review and written approval by the City of Ontario before admission. The City shall have sole and absolute discretion to approve or deny any referral.
• As part of the referral approval process, the City shall determine whether the referred individual has sufficient ties to the City of Ontario, consistent with City-established criteria or policy guidelines.
• No individual shall be admitted into Recuperative Care Services without prior City approval.
• Consultant shall provide onsite medical support services appropriate to the recuperative care setting, including coordination with external medical providers, discharge planning support, medication adherence assistance (as permitted by applicable scope and licensing requirements), and health stabilization support during the recovery period. • Consultant shall provide intensive case management services focused on achieving permanent housing outcomes, including individualized housing navigation, benefits enrollment and maximization (e.g., SSI/SSDI, CalFresh, Medi-Cal), and income stabilization strategies.
• Case management shall prioritize placement into permanent housing or other appropriate long-term housing solutions, with measurable progress benchmarks established at intake and updated throughout service engagement. • Consultant shall coordinate with the City, healthcare providers, and housing partners to ensure continuity of care and alignment between medical recovery goals and housing placement objectives.
• Consultant shall use commercially reasonable efforts to maintain appropriate occupancy levels of all recuperative care beds, consistent with medical necessity, referral availability, and safe operating conditions.
• All revenue generated from Recuperative Care Services, including but not limited to reimbursements, per diem payments, insurance billings, or third-party payments, shall be applied to offset eligible program operating costs and reduce the City’s net financial contribution to the program, in accordance with applicable budgetary and accounting 1532
requirements. Consultant shall cooperate with the City in documenting, tracking, and reporting all such revenues in a manner reasonably required by the City.

PROPERTY MAINTENANCE AND SECURITY
Consultant shall oversee the day-to-day use of the property by clients and staff to ensure safety and cleanliness including the following:
• Ensure clean, safe, and habitable office and living quarters for clients at all times in accordance with this Agreement.
• Ensure that food and waste are disposed of properly so as not to encourage pests or vermin and maintain a clean hygienic environment; Report to law enforcement any criminal activity and promptly notify the City of such incidents. • Consultant will provide clean linens for both daily shower services and housing facilities on site.
• Consultant will ensure that client living spaces are maintained in a clean and hygienic condition both during occupancy and at client move in.
• Consultant will provide adequate security services to maintain safety of clients and staff utilizing the site. Security staff can be either in-house or professional security services.

Should Consultant hire a mix of in-house staff, appropriate training and certification will be required. Licensing will be required through the State of California Bureau of Security and Investigative Services.
• Notwithstanding the above, City will maintain security cameras that will provide a video feed of the exterior of the Property.

UTILITIES, MAINTENANCE, FACILITY NEEDS, AND REPAIRS
As the owner of the Property and supportive partner of Consultant’s efforts to address unsheltered homeless in the City, the City will perform following obligations:
• Designate an appropriate contact to receive maintenance and repair requests from Consultant for the Property (porter services);
• Utilize a service to respond to emergency maintenance requests submitted by the Consultant;
• Provide all major exterior and interior maintenance and repair of the Property, including roof, walls, and foundations, plumbing, including plumbing upgrades needed to provide shower and laundry on site, lighting and related fixtures, electrical, HVAC filters and systems, mechanical systems, smoke detectors, elevators (if any), and fire alarms, extinguishers, sprinklers, and other systems, such that the Property at all times is fully functional as habitable living quarters for clients and office space. The City shall bear all costs associated with these maintenance and repair obligations, unless otherwise expressly stated in this Agreement. Consultant shall immediately notify the City if there are any issues with the aforementioned conditions by providing notice as specified in Section 3.7.3 of the Agreement. Routine cleaning, upkeep, and minor repairs are the responsibility of the Consultant as detailed in this Agreement; • Keep landscaped areas, trees, lawns, shrubs and other plant materials trimmed and in healthy condition;
1533
• The City shall provide and be responsible for the procurement, installation, and maintenance of all fixtures and equipment necessary for the operation and functioning of the Property, including but not limited to furnishings, appliances, and any other items essential for client use and comfort.
• Maintain and repair guest-room furniture, fixtures, and equipment (e.g., beds, televisions, and refrigerators) at the Property provided to clients in connection with the Project.

CONSULTANT’S OBLIGATIONS
As the provider of Services within the Property, Consultant will:
• Perform regular housekeeping and custodial services as needed to maintain a sanitary, habitable, and safe environment in offices and rooms occupied by clients at the Property. These services include janitorial services for the areas it occupies or uses, but are not limited to, vacuuming floors, dusting surfaces, cleaning bathrooms, replacing toiletries, removing trash, providing fresh linens (e.g., bed sheets and bath towels), and addressing other routine cleaning needs to ensure the Property remains suitable for its intended use;
• Exercise prudent care to preserve and protect both its own interests and those of the City in connection with the Property. Consultant shall not commit or permit waste or deterioration of the Property, abandon any portion of the Property, or otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property;
• Provide qualified and adequately trained staff to oversee and manage the day-to-day operations of the Property in accordance with this Agreement; • Keep the Property free from any accumulation of debris and waste materials. • Notification of Damage: Consultant shall promptly notify the City in writing of any damage to the City’s property, equipment, fixtures, or facilities at the Property caused by any client of the Project, Consultant, or Consultant’s officials, officers, directors, employees, or agents immediately upon discovering the need or receiving such request.

Such notification shall include a detailed description of the damage, the circumstances under which it occurred, and any immediate actions taken to address or mitigate the damage. Consultant shall cooperate fully with the City in assessing the damage and determining appropriate repairs or remedies.
• Minor Alterations by Consultant: Consultant may make any lawful and proper minor alterations to the Property and may attach fixtures and signs in or upon the Property with the City’s prior written approval. Consultant is responsible for the cost of such alterations and attachments. All alterations and attachments must comply with existing code requirements.
• Nuisances: Consultant shall not permit the Property or any portion of the Property to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any applicable law or this Agreement and shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any applicable law or judicial decision applicable to the Property or any part thereof. 1534
• Damage to Property by Consultant: Consultant shall be responsible, at its sole cost and expense, for repairing any damage to the Property arising from its negligence, failure to exercise reasonable care, willful misconduct, or failure to control or enforce applicable rules and policies related to the Property’s use under this Agreement. Such repairs must be completed to the City’s reasonable satisfaction. Alternatively, at the City’s discretion, Consultant shall reimburse the City for the full cost of repairs incurred by the City to restore the Property to its original condition, ordinary wear and tear excepted. Such reimbursement shall be due within thirty (30) days of the City’s receipt of invoices detailing the repairs and the costs therefor. Consultant shall also bear responsibility for any damage resulting from its failure to promptly report issues, such as leaks or other conditions requiring repair, upon discovering or reasonably should have discovered such issues during the course of providing Services. In situations where the damage to the Property is attributable to Consultant’s failure to comply with these obligations, the City reserves the right, in its sole discretion, to charge Consultant for the full cost of repairs, allocate costs between the Parties, or waive Consultant’s responsibility. The City’s determination regarding cost allocation shall be final and binding. • Condition at Surrender: At the expiration of the Term or upon the earlier termination of this Agreement, the Property shall be delivered to City in as good, safe, and clean condition as practicable, reasonable wear and tear excepted. Consultant shall perform routine upkeep and minor repairs unless City action is required to resolve an issue, as determined under this Agreement.
1535
EXHIBIT "B"

SCHEDULE OF SERVICES
Service delivery will commence on August 1, 2026. Services will be provided at the Ontario Wellness Center, located at 1522 W. Mission Boulevard, Ontario, California 91762.

Between August 1, 2026, and June 30, 2027, the program will provide emergency and interim housing, case management, clinical and behavioral health services, street outreach, and recuperative care services. These services are designed to support individuals experiencing homelessness by addressing immediate housing needs, promoting health and wellness, and facilitating pathways to permanent housing and long-term stability. 1536
EXHIBIT "C"

BUDGET PLAN
Proposed budget for the Services are as follows:
*Parties agree that amount of staff paid under this Agreement shall be reduced as needed, following discussion between Parties, to align with actual demand, operational needs, and available funding.

FY 2026-27 Project Expenses
Expense Category FY 2026-27 Expenses
Human Capital $2,181,383.19
Office Related Expenses $30,000.00
Medical Expenses $46,403.60
Client Expenses $310,600.00
Technology $53,500.00
Travel and Entertainment $11,000.00
Insurance $35,000.00
Vehicle Expenses $23,000.00
Miscellaneous $7,000.00
Total Expenses for Project $2,697,886.79
Administration (12%) $323,746.42
Total Project Cost $3,021,633.21
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Symba Revenue Projections – FY 2026-27
Revenue Source FY 2026-27 Projection
Housing Navigation $64,200.00
Recuperative Care $621,500.00
HHAP 5 Position Revenue $24,975.05
Total Revenue $710,675.05
Cost to City of Ontario – FY 2026-27
Funding Source FY 2026-27 Cost
City of Ontario – General Fund $2,134,009.16
City of Ontario – CDBG (Separate Contract) $176,949.00
Total City Contribution $2,310,958.16
1538
EXHIBIT “D”

STAFFING PLAN
Proposed staffing plan for the Services are as follows:
*Parties agree that amount of staff hired and paid under this Agreement shall be reduced as needed, following discussion between Parties, to align with actual demand, operational needs, and available funding.

Ontario Wellness Center FTE
Intake Specialist 1.00
Case Managers/HN 3.00
Peer Support Specialist 2 2.00
Peer Support Specialist 1 8.00
Security 4.50
Wellness Services Manager 1.00
Substance Use Counselor 1.00
Assistant Wellness Services Manager 2.00
LMFT or LCSW 0.50
Medical Assistant 4.50
Clinical Practitioner 0.60
Registered Nurse 1.00
Data Coordinator 1.00
Total 30.10
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Department: Public Works
Prepared By: Tim Masot
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Rene Guerrero, Jacqueline Leon
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 13
SUBJECT: A CONSTRUCTION CONTRACT WITH CJ CONCRETE CONSTRUCTION, INC. FOR

AMERICANS WITH DISABILITIES ACT (ADA) CONCRETE RAMP CONSTRUCTION

SERVICES

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council authorize the City Manager, or his designee, to execute a Construction Contract with CJ Concrete Construction, Inc., of Santa Fe Springs, California, for Americans with Disabilities Act (ADA) concrete ramp construction services for a total not-to-exceed contract amount of $175,000 over a one-year term.

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 CJ Concrete Construction, Inc., is for a total not-to-exceed contract amount of $175,000 over a one-year term. The Fiscal Year 2026- 27 Adopted Budget includes appropriations in the Road Maintenance and Rehabilitation Account (RMRA) Fund from Senate Bill 1 (SB-1) for ADA concrete ramp construction services.

BACKGROUND & ANALYSIS: The Public Works Agency is responsible for the maintenance and installation of ADA ramps citywide. Every year, an average of 25 to 30 new ADA ramps are installed throughout the City.

On May 18, 2026, the City solicited bids for Invitation No. 1998 for ADA concrete ramps construction services. The following six (6) vendors responded:

VENDOR LOCATION BID AMOUNT (PER UNIT)
CJ Concrete Construction, Inc. Santa Fe Springs, CA $7,652 Spec Construction Co, Inc. Ontario, CA $11,326
Carter Enterprises Group, Inc. Yorba Linda, CA $11,888
CT&T Concrete Paving, Inc. Diamond Bar, CA $13,255
Gentry General Engineering, Inc. Colton, CA $19,185
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LC Paving & Sealing, Inc. Escondido, CA $150,060
CJ Concrete Construction, Inc. submitted the lowest responsible bid that met all the local and federal required specifications for a minimum unit price of $6,500 per ramp and a maximum unit price of $7,652 per ramp only when rock curb, Portland cement concrete (PCC) curb, or a drive approach is removed and replaced. A one-time mobilization cost of $500 will be charged for the establishment of the construction sites.

Based on their credentials, pricing, and favorable reference checks, staff recommends awarding a Construction Contract to CJ Concrete Construction, Inc. 1541
46700.00920\42649889.1
ADA Concrete Ramps Construction SM 2627-7. 1 SECTION 00500 – CONTRACT FOR CONSTRUCTION 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
SECTION 00500 – CONTRACT FOR CONSTRUCTION
This Contract for Construction (“Contract”), No. ________ is made and entered as of ____________, by and between City of Ontario, with its principal place of business at 303 East “B” Street, Ontario, CA 91764, sometimes hereinafter called the “City” and CJ Concrete Construction, Inc., 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:

ADA Concrete Ramps Construction SM 2627
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 365 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 Hundred Seventy-Five Thousand Dollars ($175,000.00). Payment shall be 1542
46700.00920\42649889.1
ADA Concrete Ramps Construction SM 2627-7. 2 SECTION 00500 – CONTRACT FOR CONSTRUCTION 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 every Day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $250.00 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety.

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

Consistent with Public Contract Code Section 7102, Contractor will be compensated for damages incurred due to delays for which the City is responsible. The parties agree that determining Contractor’s exact delay damages is and will continue to be impracticable and extremely difficult. As such, for each calendar day in excess of the Contract Time, the City shall pay to the Contractor $250 per day as Reverse Liquidated Damages and not as a penalty or forfeiture. Such amount shall constitute the only payment allowed for any City caused delays and shall necessarily include all overhead, all profits, all administrative costs, all bond costs, all labor, materials, equipment and rental costs and any other costs, expenses and fees incurred or sustained as a result of such delays. Notice of requests for delay damages and additional days shall be provided to the City within five (5) Days from the discovery of the circumstances giving rise to any delay or three (3) Days from the discovery of any latent or subsurface conditions giving rise to a delay.

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
Fleet Compliance Certification
Public Works Contractor DIR Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
Contract for Construction
General Conditions
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46700.00920\42649889.1
ADA Concrete Ramps Construction SM 2627-7. 3 SECTION 00500 – CONTRACT FOR CONSTRUCTION Special Conditions
Specifications
Addenda
Construction Plans and Drawings
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Applicable Local Agency Standards and Specifications, as last revised Reference Specifications
Approved and fully executed Change Orders
Permits
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

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

ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

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

ARTICLE 7. INDEMNIFICATION.

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

ARTICLE 8. PREVAILING WAGES.

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

ARTICLE 9. FALSE CLAIMS.

Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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46700.00920\42649889.1
ADA Concrete Ramps Construction SM 2627-7. 4 SECTION 00500 – CONTRACT FOR CONSTRUCTION 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
CJ CONCRETE CONSTRUCTION, INC.

By:

Its:

Printed Name:

By:

Its:

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

END OF CONTRACT
1545
Department: Broadband Operations
Prepared By: Nancy Santillan
Staff Member Presenting: Jimmy Chang,
Broadband General Manager
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 14
SUBJECT: A RENEWAL ORDER FORM WITH CENTURYLINK COMMUNICATIONS, LLC FOR

ONTARIONET INTERNET BACKHAUL SERVICES

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council authorize the City Manager, or his designee, to execute a Renewal Order Form with CenturyLink Communications, LLC, doing business as Lumen Technologies Group, of Louisiana, under the existing Master Services Agreement, for continued internet backhaul services for the OntarioNet network for a new 36-month term, in an amount not to exceed $422,873, plus a 15% contingency of $63,431, for a total not-to-exceed contract amount of $486,304.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy FISCAL IMPACT: The current Internet Service Order with CenturyLink Communications, LLC expires in August 2026. The renewal quote for a new 36-month term totals an estimated $422,873, which includes Monthly Recurring Charges (MRC) and an estimate of telecommunication taxes, fees, and surcharges based on current invoice history. Staff recommends a 15% contingency of $63,431 to account for variability in surcharge rates over the term, for a total not-to-exceed contract amount of $486,304. The Fiscal Year 2026-27 Adopted Budget includes appropriations in the Broadband/Fiber Fund for these services. If approved, appropriations for the additional years of services will be included in future Annual Budgets to City Council for approval. There is no impact to the General Fund.

BACKGROUND & ANALYSIS:

OntarioNet maintains a Master Services Agreement with CenturyLink Communications, LLC d/b/a Lumen Technologies Group for internet backhaul services that support the OntarioNet network.

The current Internet Service Order, executed for a 36-month term, expires in August 2026. To maintain continuity of service, Staff requested a renewal quote from CenturyLink Communications, LLC for a new 36-month term under the existing Master Services Agreement.

The current monthly rate for IP and Data Services and Transport Services totals $10,400, excluding telecommunication taxes, fees, and surcharges. The renewal quote received from CenturyLink 1546
Communications, LLC reflects a 10% discount, reducing the combined Monthly Recurring Charges (MRC) to $9,360.

Telecommunication taxes, fees, and surcharges are not fixed amounts and vary from month to month based on the carrier's invoicing. Staff calculated the surcharge percentage reflected on the most recent invoice (25.5% of MRC) and applied that rate across the proposed 36-month term to estimate total telecommunication taxes, fees, and surcharges of $85,896, for an estimated 36- month total of $422,873. This represents an estimated savings of $46,986 compared to the cost of continuing service at the current (pre-renewal) rate over the same term.

Because surcharge rates have fluctuated historically and are determined by the carrier rather than the City, Staff recommends a 15% contingency of $63,431 be added to the estimated 36-month total, for a total not-to-exceed contract amount of $486,304.

Internet backhaul service is a critical component of OntarioNet operations and services to the community. Backhaul service is a fiber-based link that connects to OntarioNet's core (or backbone) network and last-mile (or access/home) edge subnetwork before users can access the internet through the subnetwork. Its role is to increase the expanse of network coverage.

Services provided by CenturyLink Communications, LLC doing business as Lumen Technologies Group are part of a collection of backhaul services that power the OntarioNet network for resiliency and reliability. Having multiple service providers with spatial (route) diversity allows OntarioNet to deliver services in a carrier-grade, professional manner. Renewing this Renewal Order Form ensures continuity of a key backhaul provider and supports the continued evolution of OntarioNet as a premier service to the community.
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Renewal Order Form
Customer Name:

BusOrg ID:

Transaction ID:

Requestor:

City of Ontario-OntarioNet
3-9GSRWTS1ST
376377-36-02
Campbell, Erin (Erin)
5-JCYSWBYW
A Location Address
(SCID)
Z Location Address
(SCID)
Line Item
Description
Product PIID SCID New Service Term
(Months)
Current
Burstable
New
Burstable
Current MRC New MRC
14452 FRANKLIN

AVENUE,

TUSTIN, CA,

UNITED STATES,
92780
Logical Service High Speed IP 444957928 345029206**SW 36 6,400.00 5,760.00 14452 FRANKLIN

AVENUE,

TUSTIN, CA,

UNITED STATES,
92780
Access Port
Terminated
100+GigE **For
HSIP with Metro
Transport
HSIP Port 444957929 345029210**SW 36 0.00 0.00
4000 ONTARIO
CENTER

PARKWAY,

ONTARIO, CA,

UNITED STATES,
91764
14452 FRANKLIN

AVENUE,

TUSTIN, CA,

UNITED STATES,
92780
Transport
Connection**Metro
Intra-Regulatory
For-HSIP NA
HSIP
Wavelengths
444957929 345029207**SW 36 4,000.00 3,600.00
14452 FRANKLIN

AVENUE,

TUSTIN, CA,

UNITED STATES,
92780
Transport
Connection**Metro
Intra-Regulatory
For-HSIP NA
HSIP
Wavelengths
444957929 345029209**SW 36 0.00 0.00
4000 ONTARIO
CENTER

PARKWAY,

ONTARIO, CA,

UNITED STATES,
91764
14452 FRANKLIN

AVENUE,

TUSTIN, CA,

UNITED STATES,
92780
Local
Access**Intra
Regulatory On-Net
For-HSIP NA
HSIP
Wavelengths
444957929 345029208**SW 36 0.00 0.00
10,400.00 9,360.00
Billing Account Number:

Currency: USD
376377-36-02 Page 1 of 4
1558
Billing Account Number: 5-JCYSWBYW
Total New MRC:

Total Savings:
9,360.00
1,040.00
Currency: USD
Total Savings (%): 10.00 %
Summary of Monthly Recurring Charges
376377-36-02 Page 2 of 4
1559
Terms and Conditions

1. "Lumen" is defined for purposes of this renewal Order as CenturyLink Communications, LLC d/b/a Lumen Technologies Group or its affiliated entities providing Services under this renewal Order. The Lumen entity providing Services is identified on the invoice. This confidential renewal Order may not be disclosed to third parties and is non-binding until accepted by Lumen, as set forth in Section 2. Customer places this renewal Order by signing or otherwise acknowledging (in a manner acceptable to Lumen) this renewal Order and returning it to Lumen. Pricing is valid for 90 calendar days from the date indicated unless otherwise specified. The Services in this renewal Order are renewed subject to the service agreement(s) and applicable Service Exhibit(s)/Service Schedule(s) between Lumen and Customer (or its affiliate if expressly provided for under such affiliate service agreement) governing the Service(s) during their current Service Term ("Existing Agreement"), to the extent not in conflict with these terms. At the expiration of the Service Term, Service will continue month-to-month at the existing rates, subject to change by Lumen on 30 days’ written notice. If the Existing Agreement does not include cancellation or early termination charges and if Customer cancels or terminates Service for any reason other than Lumen’s uncured default or if Lumen cancels or terminates for cause, then Customer will pay Lumen’s standard cancellation or early termination liability charges in Lumen’s standard Master Service Agreement, copies of which are available at https://www.lumen.com/en-us/about/legal/business-customer-termsconditions.html or upon request.

2. Customer-signed renewal Order must be received and processed by Lumen at least 15 calendar days prior to the start of the next full invoice cycle for the rates and New Service Term to be effective on that following invoice. Otherwise, rates and New Service Term will be effective as of the second full monthly invoice for such Services following receipt by Lumen. Acceptance of this renewal Order will be evidenced by Lumen's implementation of rates or New Service Term set forth in this renewal Order. Until Lumen accepts this renewal Order, Customer's pricing for existing Services will continue to be governed by the Existing Agreement, and Customer will pay any charges that are accrued but unpaid under the Existing Agreement.

3. Your existing service configurations (e.g., bandwidth, port type, seat type, and maintenance option) will remain the same, and Lumen's internal records will control for purposes of determining your configurations. If your Existing Agreement has a minimum service period, then the minimum service periods for existing Services will not carry forward.

4. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of the performance or failure to perform under this renewal Order. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the service levels applicable to the affected Service.

5. Charges for certain Services are subject to (a) a monthly property tax surcharge and (b) a monthly cost recovery fee per month to reimburse Lumen for various governmental taxes and surcharges. Such charges are subject to change by Lumen and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.lumen.com/taxes.

6. Unless otherwise set forth in a Service Attachment, Customer will pay the ancillary charges for expedite fees and additional activities, features or options as set forth in the Ancillary Fee Schedule, available at www.lumen.com/ancillary-fees.

7. If your network service utilizes TDM technologies, then the following applies: (a) During the Service Term and on 60 days’ prior written notice, Lumen may reprovision Services ("Service Re-provision"). If Customer objects to the Service Re-provision, Customer may terminate the affected Service by notifying Lumen in writing within 30 days of the date of the Service Re-provision notification; and (b) During the Service Term, Lumen may increase rates for off-net TDM Services. Lumen will provide Customer 60 days’ prior written notice before implementing the increase ("Rerate Notice"). If Customer objects to the increase, Customer must notify Lumen in writing within 30 days of the date of the Rerate Notice whether Customer will (i) receive the affected Service on a month-to-month basis or (ii) terminate the affected Service, subject to early termination liability charges. Under subsection (ii), Customer’s requested disconnect date must be within 90 days of the Rerate Notice. Unless Customer so notifies Lumen, the affected Service will continue to be provided at the rates set forth in the Rerate Notice. 376377-36-02 Page 3 of 4
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Customer Name: _____________________________________________________ Customer Signature: __________________________________________________ Date: _________________ Renewal Pricing Expires On: 26-Aug-26

8. Infrastructure Investment and Jobs Act (IIJA) Grant Programs. If Customer participates in an IIJA program, including but not limited to, the Middle Mile Grant, Tribal Connectivity Broadband, and the Broadband Equity Access and Deployment (BEAD) Grant Programs, then Customer cannot pay for Services with funds obtained through the IIJA or other similar grants that would obligate Lumen to provide certain information or perform certain regulatory compliance functions, unless each of those functions and obligations is explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement.

Intended Use and Third Party Peer Destined Traffic. High Speed IP (any port size) or Dedicated Internet Access (10G or larger) Service is intended to be used for a mixture of internet destinations and not for traffic overly weighted towards individual networks. If at any time, Lumen’s provision of Service to Customer results in unbalanced traffic ratios between Lumen and any other third party peer network that would negatively impact any of Lumen’s peering relationships or if more than 25% of total traffic is carried across Lumen’s inter-continental backbone links or more than 25% of total traffic (excluding traffic terminating to AS3356 or AS209) is sent towards an individual egress network that would negatively affect Lumen’s network operations, then Lumen will provide written notice to the Customer along with a 10 calendar day opportunity to cure such traffic imbalance (“Balance Cure Period”) during which Lumen and Customer will cooperate to cure the traffic imbalance. Lumen will clearly identify to Customer the traffic imbalance volume and location(s) of imbalance. If the Customer fails to remedy the imbalance within the Balance Cure Period, then Lumen, in its sole discretion, will have the right to use technical means to restrict access from the affected Services. Notwithstanding the foregoing, if an emergency condition exists (“emergency condition” is considered to be traffic conditions which threaten a material and adverse impact on Lumen’s network or its peers’ networks), then Lumen may, in its’ sole reasonable discretion, take appropriate action without the Customer’s consent, which may include, but is not limited to, using technical means to restrict access from those Services; provided that in such event, Lumen will provide as much notice as is practicable under the particular emergency condition.

376377-36-02 Page 4 of 4
1561
Department: Economic Development
Prepared By: Charity Hernandez
Department:

Prepared By: Charity Hernandez
Staff Member Presenting: Jennifer McLain
Hiramoto, Economic Development Director
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 15
SUBJECT: A PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CITY OF ONTARIO AND EASTER SEALS SOUTHERN CALIFORNIA INC.

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council approve a Purchase and Sale Agreement ("Agreement") and authorize the City Manager, or his designee, to execute and implement any and all contracts, agreements, and other documents required to effectuate the Agreement.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
FISCAL IMPACT: If approved the revenue from the land sale proceeds, in the amount of $640,000, will be included in the Economic Development Activities Fund at a future quarterly budget update to City Council for approval as needed.

BACKGROUND & ANALYSIS: The City owns a vacant parcel just over one-half acre located at 1102 South Mountain Avenue ("Property"). The Site is currently a remnant parcel from former Water Well Facility No. 15 which was decommissioned and demolished in 2023.

In December of 2025, the City adopted Resolution 2025-178, in compliance with the Surplus Land Act ("SLA"), declaring the subject property as surplus land. Notices of Availability were sent on January 27, 2026. During the required 60-day period, no entity expressed interest in the Property.

On June 11, 2026, the City received written notification from the California Department of Housing and Community Development determining that all the requirements under the SLA for the purposes of disposing of the Property have been met.

The proposed buyer, Easter Seals Southern California, has been providing people with disabilities support through advocacy and life-changing community services and education in Ontario for over 15 years. Easter Seals intents to expand their existing facility which provides childhood education services allowing families and caregivers to thrive in our community. 1562
The Agreement provides that the proposed buyer must obtain all requisite project entitlements and environmental review for the proposed project prior to the close of escrow. 1563
EXHIBIT “1”

NORTHWEST CORNER OF MOUNTAIN AVENUE AND PHILLIPS STREET 1564
46700.12001\43321752.1

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made and entered into as of February ____, 2025 for reference purposes only, by and between City of Ontario, a California municipal corporation (“Seller”), and Easter Seals Southern California, Inc., a California nonprofit corporation (“Buyer”). The date upon which both Buyer and Seller have executed this Agreement and delivered the same to one another, shall hereinafter be referred to as the “Effective Date”.

IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and Buyer hereby agree as follows:

1. Purchase and Sale of Property. Seller hereby agrees to sell “AS-IS” and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following (collectively, the “Property”):
(a) That certain real property vacant lot in the City of Ontario, County of San Bernardino, State of California, commonly referred to as Assessor's Parcel Number 1011-571-14- 0000, all as more fully described in Exhibit A (the “Land”), together with all rights, privileges, easements or appurtenances to or affecting the Land (collectively, the “Appurtenances”).

2. Purchase Price.
(a) The purchase price for the Property (“Purchase Price”) shall be Six Hundred Forty Thousand Dollars and 00/100ths ($640,000.00). (b) The Purchase Price shall be paid as follows:
(i) Within two (2) days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“Escrow”) at Advantage One Escrow (“Escrow Holder”), and Buyer shall deposit into Escrow the amount of One Hundred Thousand Dollars ($100,000.00) (“Initial Deposit”) in cash or other immediately available funds. (ii) The Initial Deposit shall be held by Escrow Holder in an interestbearing account for the benefit of Buyer in accordance with this Agreement. Notwithstanding anything herein to the contrary, One Hundred Dollars ($100.00) of the Initial Deposit (the “Independent Consideration”) shall not be refundable to Buyer, but shall represent consideration for this Agreement and shall be paid to Seller. The Independent Consideration shall be paid to Seller within 3 days of the Effective Date. The Independent Consideration shall serve as consideration for the granting of the time periods herein contained for Buyer to exercise Buyer's right to satisfy and approve all of Buyer's conditions herein contained. (iii) The Deposit (less the Independent Consideration) referred to herein from time to time as the “Earnest Money.” The Earnest Money shall be held by Escrow Holder in an interest-bearing account for the benefit of Buyer in accordance with this Agreement. 1565
46700.12001\43321752.1 2
(iv) If the Closing (as defined herein) as contemplated hereunder should occur, then the Earnest Money will be paid by the Escrow Holder to Seller at the Closing, and the Earnest Money and any interest accrued thereon will be credited against the Purchase Price payable by Buyer to Seller at the Closing.
(v) If this Agreement is not terminated prior to the expiration of the Feasibility Period, the Earnest Money and any interest accrued thereon shall be nonrefundable to Buyer, except that if this Agreement is terminated prior to the Closing due to Seller's default or the failure of any of the Conditions Precedent (as defined herein) or as expressly set forth herein, then the Earnest Money together with any interest accrued thereon shall be returned to Buyer. The Earnest Money together with all interest accrued thereon shall be applied to the Purchase Price at the Closing.
(vi) On or before the Closing, if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow cash or other immediately available funds in the amount of the balance of the Purchase Price, less any credits due Buyer hereunder (the “Closing Amount”). The Closing Amount shall be applied towards the Purchase Price at the Closing.

3. Title to the Property. At the Closing, Seller shall cause to be conveyed to Buyer fee simple title to the Property by duly executed and acknowledged grant deed substantially in the form attached hereto as Exhibit B and incorporated herein by this reference (the “Deed”). As used in this Agreement, Closing (the “Closing”) shall be deemed to occur upon the recording of the Deed. Evidence of delivery of fee simple title shall be the issuance by Escrow Holder to Buyer of an ALTA standard coverage owner's policy of title insurance in the amount of the Purchase Price, insuring fee simple title to the Property in Buyer, subject only to such exceptions as Buyer shall have approved as provided below (the “Title Policy”). The Title Policy shall provide full coverage against mechanics' and materialmen's liens and shall contain such special endorsements as Buyer may reasonably require, including, without limitation, any endorsements required as a condition to Buyer's approval of any title exceptions (the “Endorsements”). Within five (5) business days following the opening of Escrow, Seller shall order the issuance of a preliminary title report with respect to the Property, together with copies of all underlying documents referenced therein and a map containing a plotting of all easements capable of being plotted (collectively, the “Preliminary Report”), to be prepared by the Escrow Holder and delivered to Buyer. No later than thirty (30) business days after receipt of the Preliminary Report, Buyer shall give written notice to Seller of any items contained in the Preliminary Report which Buyer disapproves (“Buyer's Disapproval Notice”). Failure of Buyer to notify Seller of Buyer's disapproval of all or any item on the Preliminary Report shall be deemed to be an approval by Buyer of such item(s). In any event, Seller covenants to remove as exceptions to title prior to the Closing, any mortgages, deeds of trust, and other monetary encumbrances (collectively, “Disapproved Liens”) shown on the Preliminary Report except for real property taxes not delinquent. Seller shall notify Buyer no later than five (5) business days after receipt of Buyer's Disapproval Notice whether it elects to remove such other items disapproved by Buyer. If by the expiration of the Feasibility Period, there remain exceptions to title which have not been modified to the satisfaction of Buyer and/or removed prior to the Closing Date, then Buyer may elect to do either of the following by the expiration of the Feasibility Period: (i) accept such exceptions and proceed to take title to the Real Property subject to such exception(s); or (ii) this Agreement may be terminated in accordance with Section 4(b). In the event Buyer elects to terminate this 1566
46700.12001\43321752.1 3
Agreement pursuant to this Section 3, neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement which specifically state that they survive termination).

4. Feasibility.
(a) From and after the Effective Date until the Closing or earlier termination of this Agreement, Seller shall afford authorized representatives of Buyer access to the Property, upon reasonable prior notice to Seller, and so long as such access does not unreasonably interfere with the conduct of business on or use of the Property, for purposes of conducting such physical inspections and investigations of the Property as Buyer deems necessary (the “Inspections”).

Seller's representative shall be present with Buyer or Buyer's representative for any access to the Property. The Inspections and investigations may include, without limitation, (i) a review of existing zoning, entitlement, planning or similar issues applicable to the Property; (ii) a review of the physical condition of the Property and the systems serving the Property; (iii) a review of the environmental condition of the Property, including a Phase I environmental site assessment and any proposal regarding a Phase II environmental site assessment. Buyer agrees not to conduct or cause to be conducted a Phase II environmental site assessment without the prior written consent of Seller. Buyer's Inspections and investigations shall be governed by Section 14. (b) As used herein, the term (“Feasibility Period”) shall refer to a period of time to expire at 5:00 p.m., California time, on the forty-fifth (45th) calendar day following the Effective Date; provided, however, that if the 45th day is a Saturday, Sunday or holiday on which banking institutions are closed in the State of California, then the Feasibility Period shall expire on the following business day. Buyer may elect, by written notice to Seller at any time prior to the expiration of the Feasibility Period, to terminate this Agreement, which election shall be in Buyer's sole and absolute discretion. If Buyer desires to terminate this Agreement pursuant to this Section 4(b) then before the expiration of the Feasibility Period, Buyer shall deliver written notice to Seller of Buyer's election to terminate (the “Buyer's Notice to Terminate”). If Buyer desires to proceed with the purchase of the Property subject to the remaining conditions set forth in this Agreement, then on or before the expiration of the Feasibility Period, Buyer shall deliver written notice to Seller of such election to proceed (the “Buyer's Notice to Proceed”), electing to waive Buyer's right of termination pursuant to this Section 4(b) and proceed with the Closing subject to the remaining conditions set forth in this Agreement. If Buyer fails to deliver either Buyer's Notice to Terminate or Buyer's Notice to Proceed to Seller prior to the expiration of the Feasibility Period, then Buyer shall be deemed to have elected to proceed with this Agreement and the Closing. In the event of the termination of this Agreement pursuant to this Section 4(b), neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement which specifically state that they survive termination). (c) In the event Buyer elects to terminate this Agreement pursuant to Section 4(b), or if Closing does not occur for any reason, Buyer shall return all Seller's Deliveries to Seller. Buyer further agrees that prior to Closing, Buyer shall provide Seller with copies of all studies, reports, appraisals and other materials commissioned by or prepared for Buyer relating to or regarding the Property (“Buyer's Reports”), at no cost to Seller. 1567
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5. Seller's Deliveries. Within five (5) business days following the Effective Date, Seller shall deliver to Buyer, whether electronically or otherwise, copies of documents in Seller's possession or control, or to which Seller has access (collectively, the “Seller's Deliveries”). Seller makes no representation whatsoever about the content, accuracy, completeness or value of any of Seller's Deliveries. All Seller's Deliveries will be provided to Buyer without warranty from Seller regarding the accuracy or completeness of the information contained therein, and such documents may or may not be asssignable to Buyer. The delivery of such reports and studies shall be subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations on use imposed by them. Buyer assumes all risk of reviewing and understanding any and all information contained in Seller's Deliveries. Seller shall deliver a Natural Hazards Disclosure Report with Seller's Deliveries.

6. Conditions to Seller's Obligations. Seller's obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction of each of the following conditions, each of which is for the sole benefit of Seller and may be waived by Seller in writing in Seller’s sole and absolute discretion:
(a) Buyer shall not be in default under this Agreement. (b) Each representation and warranty made in this Agreement by Buyer shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.

7. Conditions Precedent to Closing. The following are conditions precedent to Buyer's obligation to purchase the Property (the “Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, subject to the provisions of Section 8.
(a) Buyer's inspection, review and approval, within the Feasibility Period, of all of the following:
(i) The physical characteristics and condition of the Property (including without limitation the condition of the soils);
(ii) Seller's Deliveries; and,
(b) Escrow Holder shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided in Section 3 above. (c) Seller shall have complied with all of Seller's duties and obligations contained in this Agreement and all of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
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8. LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTY PURSUANT

TO THIS AGREEMENT IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT

UNDER THIS AGREEMENT ON THE PART OF BUYER, THE INITIAL DEPOSIT, THE SECOND DEPOSIT AND ANY EXTENSION DEPOSIT (THE “DEPOSITS”), AND ALL BUYER'S REPORTS, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES.

THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF

A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES

ACKNOWLEDGE THAT THE EARNEST MONEY AND BUYER'S REPORTS HAVE BEEN

AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE

OF SELLER'S DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY

AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. UPON THE OCCURRENCE OF ANY SUCH DEFAULT BY BUYER, BUYER SHALL DELIVER WITHIN 2 BUSINESS DAYS OF

SELLER'S REQUEST ALL BUYER'S REPORTS AND APPROPRIATE DOCUMENTS ASSIGNING SAME TO SELLER. SELLER HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. FURTHERMORE,

THE PAYMENT AND RETENTION OF SUCH EARNEST MONEY AS LIQUIDATED

DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 AND 3369, BUT IS INTENDED

TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. UPON BUYER'S DEFAULT, SELLER MAY

INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, AND PROMPTLY UPON RECEIPT OF SAID INSTRUCTIONS, ESCROW HOLDER SHALL (i) CANCEL THE ESCROW, (ii) PAY ALL OF ESCROW HOLDER'S CHARGES FROM THE EARNEST MONEY, AND (iii) DISBURSE TO SELLER THE EARNEST MONEY PURSUANT TO THIS SECTION 8.

INITIALS: Seller _________ Buyer __________

9. Escrow; Closing, Prorations.
(a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) The Closing shall take place (the “Closing Date”) on or before the date that is fifteen (15) days following the expiration of the Feasibility Period. (c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
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(i) the duly executed and acknowledged Grant Deed for the Property and the duly executed Bill of Sale;
(ii) a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 together with a duly executed non-foreign person affidavit and evidence that Seller is exempt from the withholding obligations imposed by California Revenue and Taxation Code Sections 18805, 18815, and 26131; (iii) evidence reasonably acceptable to Escrow Holder that the documents delivered by Seller have been duly authorized and executed on behalf of Seller and constitute valid and binding obligations of Seller.
(iv) any other documents which the Escrow Holder may reasonably require from Seller in order to close Escrow which do not increase Seller's liability or obligations hereunder;
(v) a closing statement in form and content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; and (vi) any other instruments, records or correspondence called for hereunder which have not previously been delivered.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) the Closing Statement, duly executed by Buyer;
(ii) the Closing Amount; and
(iii) evidence reasonably acceptable to Escrow Holder that the documents delivered by Buyer have been duly authorized and executed on behalf of Buyer and constitute valid and binding obligations of Buyer.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof. (f) The following are to be paid by Buyer or Seller or apportioned as of the Closing Date, as follows:
(i) General real property taxes for the year in which Closing occurs together with assessments, property operating expenses, utilities and other recurring costs relating to the Property shall be apportioned as of the Closing Date on the basis of a thirty (30)-day month. (ii) Costs and expenses of Escrow incurred in this transaction shall be paid as follows:
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(1) Seller shall pay all sales, use and documentary transfer taxes (except as provided in Subparagraph (ii)(4) below);
(2) Seller shall pay the premium for a standard ALTA coverage owner's policy of title insurance; Buyer shall pay the premium for any extended ALTA coverage if desired;
(3) Seller and Buyer shall each pay one-half (1/2) of the Escrow fees, recording fees and related expenses;
(4) Seller and Buyer shall each pay one-half (1/2) of any city or county transfer taxes due;
(5) all other costs of escrow shall be paid equally by Buyer and Seller.
(iii) The provisions of this Subparagraph (g) shall survive the Closing.

10. Representations, Warranties and Covenants of Seller. As of the date hereof and again as of Closing, Seller represent and warrants to Buyer as follows:
(a) Seller is duly organized, validly existing and in good standing under the laws of the State of California. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms. Seller has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) No Action. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending against Seller, nor are any such proceedings contemplated by Seller; (c) No Representations as to Property. There are no representations, agreements, arrangements, or circumstances, oral or written, between the parties relating to the subject matter contained in this Agreement that are not fully expressed in the Agreement, and Seller has not made and does not make any representation or warranty concerning any matter or thing affecting or relating to the Property, including but not limited to its fitness for a particular use, its physical condition or any other matter; and
(d) Sale “AS-IS”. Subject to Seller's representations and warranties contained herein, Buyer's election to purchase the Property will be based upon and will constitute evidence of Buyer's independent investigation of the Property, its use, development potential and suitability for Buyer's intended use, including (without limitation) the following: the feasibility of developing the Property for the purposes intended by Buyer and the conditions of approval for any subdivision map; the size and dimensions of the Property; the availability, cost and adequacy of water, sewerage and any utilities serving or required to serve the Property; the presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Property; any 1571
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surface, soil, subsoil, fill or other physical conditions of or affecting the Property, such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any existing or proposed development thereof including but not limited to zoning, building, subdivision, environmental or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, requirements of any improvement agreements; requirements of the California Subdivision Map Act, and any other governmental permits, approvals or acts (collectively “Permits”); the necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required Permits; the presence of endangered plant or animal species upon the Property; and all of the matters concerning the condition, use, development or sale of the Property. Seller will not be liable for any loss, damage, injury or claim to any person or property arising from or caused by the development of the Property by Buyer.

Except with respect to a default by Seller hereunder (including a breach of Seller's warranties and representations), Buyer at the Close of Escrow expressly waives its rights granted under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR 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.”
Buyer's Initials: ________ Seller's Initials: ________.

11. Representations, Warranties and Covenants of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of California and qualified to do business in California. This Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Buyer, are and at the time of Closing will be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is subject. Buyer has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) Buyer warrants that Buyer is a sophisticated owner and buyer of real property, familiar and experienced with requirements for the development of real property. Buyer has examined the Property or will have done so by Closing, is or will be familiar with its physical condition, and accepts the Property in an “AS-IS” condition. 1572
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(c) Buyer has conducted or will conduct an independent investigation with respect to zoning and subdivision laws, ordinances, resolutions, and regulations of all governmental authorities having jurisdiction over the Property, and the use and improvement of the Property and is, or at Closing will be, satisfied with the results of such investigation. (d) The Property is being sold “AS-IS” and with all faults.

12. Environmental Matters/Release. As used in this Agreement, “Hazardous Materials” includes petroleum, asbestos, radioactive materials or substances defined as '“hazardous substances,” “hazardous materials” or “toxic substances” (or words of similar import) in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C.

Section 6901, et seq.), and under the applicable laws of California. Buyer must rely on its own investigation and not on any representation by Seller regarding Hazardous Materials. Buyer shall rely solely upon its own investigation and inspection of the Property and the improvements thereon and upon the aid and advice of Buyer's independent expert(s) in purchasing the Property, and shall take title to the Property without any warranty, express or implied, by Seller or any employee or agent of Seller. Seller makes no representations regarding Hazardous Materials in, on or under the Property. Seller's knowledge and disclosures regarding Hazardous Materials are limited to the contents of Seller's Deliveries.

Accordingly, Buyer hereby expressly waives and relinquishes any and all rights and remedies Buyer may now or hereafter have against Seller, whether known or unknown, with respect to any past present, or future presence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereinafter enacted, regulating or governing use, handling, storage or disposable of Hazardous Materials, including, without limitation (i) any and all remedies Buyer may now or hereafter have under the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended, and any similar law, rule or regulation, (ii) any and all rights Buyer may now or hereafter have against Seller under the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code, Section 25300 et seq.), as amended and any similar law, rule or regulation, and (iii) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S. C.A. § 9607).

BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW
“A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS WHICH THE CREDITOR DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH

IF KNOWN BY HIM MUST HAVE MATERIALLY

AFFECTED HIS SETTLEMENT WITH THE
DEBTOR”
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BY INITIALING BELOW, BUYER HEREBY WAIVES THE
PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH

THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING
WAIVERS AND RELEASES.
_______________
(Buyer's Initials)

13. Continuation and Survival. All representations, warranties and covenants by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.

14. Indemnity.

Buyer agrees to indemnify Seller and the Property against, and to hold and save Seller and the Property harmless from, all claims, demands, suits, actions, damages, obligations, liabilities, losses, costs and expenses, including but not limited to attorneys' fees and court costs, as a result of the Inspections; provided, however, that Buyer will not be obligated to indemnify Seller with respect to its own negligence. The foregoing indemnity shall survive termination of this Agreement. Buyer shall not suffer or permit any mechanic's or materialmen's or other lien to stand against the Property in connection with any labor, materials or services furnished or claimed to have been furnished by or on behalf of Buyer in connection with or as a result of any Inspections.

If any such lien shall be filed against the Property, Buyer shall cause such lien to be discharged or bonded within thirty (30) days after such filing. Following any Inspections Buyer shall restore the Property to substantially its physical condition as existed prior to such inspection (except for any changes to the Property caused by Seller, or its agents or employees). Prior to any entry on the Property Buyer or its consultant shall at its sole cost obtain a policy of liability insurance with a combined single limit in an amount not less than One Million Dollars ($1,000,000); Seller shall each be named an additional insured on said policy; and Buyer or its consultants shall furnish to Seller a certificate of insurance confirming such coverage.

15. Condemnation.
(a) In the event a governmental entity commences eminent domain proceedings to take any portion of the Property after the date hereof and prior to the Closing, then Buyer shall have the option to terminate this Agreement by written notice to Seller within ten (10) business days after Buyer first learns of such commencement. In the event of any such termination, the Earnest Money, together with all interest, shall be returned to Buyer. Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement.
(b) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing and this Agreement is not terminated pursuant to Section 15(a), then the Closing shall occur as scheduled notwithstanding such proceeding; provided, however, that Seller's interest in all awards arising out 1574
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of such proceedings (except for any award attributable to the loss of Seller's business or income, Seller's personal property, or the property of any tenant of the Property) shall be assigned to Buyer as of the Closing or credited to Buyer if previously received by Seller. Seller's obligations pursuant to this Section 15(b) shall survive the Closing.

16. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date free of any occupant or property not being conveyed to Buyer as provided hereunder.

17. Seller's Cooperation with Buyer. At no cost to Seller, Seller shall cooperate and do all acts as may be reasonably required or requested by Buyer, at no additional cost to Seller, with regard to the fulfillment of any Condition Precedent. Seller hereby authorizes Buyer and its agents to make all inquiries with and applications to any third party, including any governmental authority, as Buyer may reasonably require to complete its due diligence and satisfy the Conditions Precedent.

18. Brokers and Finders. None.

19. Professional Fees. In the event legal action is commenced to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in such action shall be entitled to an award of reasonable attorney's fees and costs incurred in connection with the prosecution or defense of said action. In addition, the prevailing party shall be entitled to recover any actual accounting, engineering or other professional fees reasonably incurred in said action or proceeding.

20. Publicity and Confidentiality. Buyer acknowledges that Seller is a public entity and that this Agreement shall be a matter of public record and available to the public under the Public Records Act. Notwithstanding the foregoing, Buyer agrees to not make any public announcements regarding the Property prior to Closing.

21. Miscellaneous.
(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, (iii) upon facsimile transmission (except that if the date of such transmission is not a business day or if such transmission is made after 5:00 p.m. on a business day, then such notice shall be deemed to be given on the first business day following such transmission), or (iv) two business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or such other address as either party may from time to time specify in writing to the other in accordance herewith):

If to Seller: City of Ontario
Attn: Peter Pallesen, Economic Development Director
303 E B Street
Ontario, CA 91764
Phone: 909-395-2333
Email: [email protected]
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With a copy to: Best Best & Krieger LLP
Attn: Michael Russo
3500 University Avenue
Riverside, CA 92501
Phone: 619-525-1348
E-Mail: [email protected]
If to Buyer: Easter Seals Southern California
Attn: Mark Whitley, President
1063 McGaw Avenue, Suite 100
Irvine, CA 92614
Phone: 714-834-1111
Email ___________________________
To Escrow Holder: Advantage One Escrow
Attn: __________________________
_______________________________
_______________________________
Phone: _________________________
Email ___________________________
(b) Successors and Assigns. Buyer shall have the right to assign this Agreement to any entity controlling, controlled by or under common control with Buyer without Seller's consent or approval, and otherwise Buyer shall have the right to assign this Agreement to any entity subject to Seller's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any such assignee shall assume all obligations of Buyer hereunder; however, Buyer shall remain liable for all obligations hereunder. Seller shall have the right to assign this Agreement. Except as otherwise permitted by this paragraph, neither this Agreement nor the rights of either party hereunder may be assigned by either party. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns.
(c) Amendments. This Agreement may be amended or modified only by a written instrument executed by Seller and Buyer.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
(e) Construction. Headings at the beginning of each Section and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Sections and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference.
(f) No Joint Venture. This Agreement shall not create a partnership or joint venture relationship between Buyer and Seller.
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(g) Section 1031 Exchange. Seller and Buyer acknowledge and agree that the purchase and sale of the Property may be part of a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, for Buyer. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by Buyer, provided that (i) Seller shall not be required to acquire any substitute property, (ii) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (iii) Seller shall not incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (iv) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if Buyer so elects to close the acquisition of the Property as an exchange, then (A) Buyer, at its sole option, may delegate its obligations to acquire the Property under this Agreement, and may assign its rights to receive the Property from Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (B) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Buyer pursuant to this Agreement; (C) Buyer shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (D) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Seller; and (E) the closing of the acquisition of the Property by Buyer or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Buyer (or to exchange accommodation titleholder, as the case may be). (h) Merger of Prior Agreements. This Agreement and the exhibits attached hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation, any letters of intent previously executed or submitted by either or both of the parties hereto, which shall be of no further force or effect upon execution of this Agreement. (i) Time of the Essence. Time is of the essence of this Agreement. As used in this Agreement, a “business day” shall mean a day which is not a Saturday, Sunday or recognized federal or state holiday. If the last date for performance by either party under this Agreement occurs on a day which is not a business day, than the last date for such performance shall be extended to the next occurring business day.
(j) Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (k) Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties.
(l) Exhibits. All exhibits attached hereto and referred to herein are incorporated herein as though set forth at length.
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(m) Captions. The captions appearing at the commencement of the sections and paragraphs hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section and paragraph and not such caption shall control and govern in the construction of this Agreement. (n) No Obligation To Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than each other. (o) Waiver. The waiver by any party to this Agreement of the breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach, whether of the same or another provision of this Agreement. (p) Interpretation. This Agreement has been negotiated at arm's length and between persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. (q) Counterparts/Facsimile/.PDF Signatures. This Agreement may be executed in counterparts and when so executed by the Parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the Parties, notwithstanding that the Parties may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.

SELLER:

City of Ontario, a California municipal corporation
__________________________________________
Scott Ochoa, City Manager
Date: ____________________________________
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Approved as to Form
City Attorney:_________________________
Date:_________________________________
BUYER:

Easter Seals Southern California,
a California nonprofit corporation
__________________________________________
Mark Whitley, President
Date: ____________________________________
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46700.12001\43321752.1

EXHIBIT A

LEGAL DESCRIPTION
[to be inserted]
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46700.12001\43321752.1

EXHIBIT B

FORM OF DEED

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:
[buyer address or attorney]
__________________________________________________________________________ A.P.N.: 1011-574-14-0000 (Space Above Line for Recorder's Use Only) The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $________; CITY TRANSFER TAX $________; SURVEY MONUMENT FEE $ ________ [ ]
computed on the consideration or full value of property conveyed, OR [ ]
computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ]
unincorporated area; [ ] City of __________________, and

GRANT DEED
FOR VALUE RECEIVED, City of Ontario, a California municipal corporation (“Grantor”), grants to Easter Seals Southern California, a California nonprofit corporation (“Grantee”), all that certain real property situated in the County of San Bernardino, State of California, described on Schedule 1 attached hereto and by this reference incorporated herein (the “Property”).

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ________________, 2025
GRANTOR:

City of Ontario, a California municipal corporation
__________________________________________
Scott Ochoa, City Manager
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On ___________________, before me, _____________________________, a Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)
1582
Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Rene Guerrero, Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 16
SUBJECT: AUTHORIZE THE PURCHASE AND INSTALLATION OF FURNITURE AND AUDIOVISUAL SYSTEM EQUIPMENT WITH INFO-COM BUSINESS PRODUCTS AND KEYCODE MEDIA, INC. FOR THE FIRE ADMINISTRATION BUILDING PROJECT

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

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

A. Authorize a cooperative purchase agreement for D&C21-001A Fire Administration Building with Margaret C. Pett, Inc. DBA Info-Com Business Products (Info-Com), of Altadena, California, for the purchase and installation of furniture in the amount of $1,947,856 plus a 10% contingency of $194,786, for a total not-to-exceed contract amount of $2,142,642, consistent with the terms and conditions of the OMNIA Region 14 ESC – TXS Contract Number 07-97; and
B. Authorize a cooperative purchase agreement for D&C21-001A Fire Administration Building with KeyCode Media, Inc., of Burbank, California, for the purchase and installation of audiovisual (AV) system equipment in the amount of $570,052 plus a 10% contingency of $57,006 for a total not-to-exceed contract amount of $627,058 consistent with the terms and conditions of the OMNIA Region 4 ESC – TX R250407; and
C. 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, contracts amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Maintain the Current High Level of Public Safety
FISCAL IMPACT: The Fiscal Year 2026-27 Adopted Budget includes appropriations in the Capital Projects Fund for the Fire Administration Building Project. The proposed contract with Info-Com for the procurement and installation of furniture for the Fire Administration Building is in the amount of $1,947,856 plus a 10% contingency of $194,786, for a total contract amount not-to-exceed 1583
$2,142,642. The proposed contract with KeyCode Media, Inc. for the procurement and installation of the audio-visual system is in the amount of $570,052 plus a 10% contingency of $57,006 for a total not-to-exceed contract amount of $627,058.

BACKGROUND & ANALYSIS: On June 4, 2024, the City Council approved the construction of the new Ontario Fire Administration Building. The Fire Administration Building consists of a three-story, 32,062 SF, Type II-B building, with associated on-site and off-site improvements and is located at the southeast corner of Francis Street and Parco Avenue. Construction is well underway, with completion anticipated in February 2027.

If approved, Info-Com will supply the furniture for the Fire Administration Building and KeyCode Media, Inc. will upgrade the City's Emergency Operations Center with a modern, AV system designed to enhance emergency response, situational awareness, and interagency collaboration.

The system includes a high-resolution LED video wall, centralized control platform, advanced audio and video conferencing capabilities, wireless content sharing, and interactive display technology to support emergency operations, training, and daily use.

Staff recommends approval of the purchase and installation of the furniture and AV system equipment to ensure the new facility is fully equipped and ready for its scheduled opening. 1584
46700.00100\40935206.1
(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 Margaret C. Pett, Inc. DBA Info-Com Business Products, a Corporation with its principal place of business at 1472 Morada Place, Altadena, CA 91001 (“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 subcontractors 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 Fire Administration Building with Purchase and Installation of Furniture (“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 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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incorporated herein as Exhibit “A.” Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.

2. TERM.

2.1 The term of this Agreement shall be from July 21, 2026, to March 30, 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 One Million Nine Hundred Forty-Seven Thousand Eight Hundred Fifty-Six Dollars ($1,947,856) without written approval of City’s Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2 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 1586
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take all actions necessary to correct the error and return to the City all funds erroneously deposited or to which Vendor is not entitled.

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 nonperforming 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. 1587
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Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this 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 subcontractors shall have sufficient skill and experience to perform the Services assigned 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 re-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 1588
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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 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 affecting 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. 1589
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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.

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. 1590
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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, 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 noncompliance with the laws, regulations and policies described in this Section, unless such noncompliance 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 subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. 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. PROJECT MANAGEMENT

5.1 City’s Representative. The City hereby designates Daniel Beers, Design & 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 Margaret Pett, Project 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. INSURANCE.

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 subcontractors. Vendor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
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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 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.

6.2.3 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.

6.2.4 Additional Insured. The City of Ontario, its directors, officials, officers, employees, agents, and volunteers shall be named as additional 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 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 1592
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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 insureds 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, 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 1593
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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 subcontractors. 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 not apply to such loss or damage which is caused by the sole negligence or willful misconduct of the City.
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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. CALIFORNIA 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, 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 is 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 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 1595
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or liability arising out of stop orders issued by the Department of Industrial Relations against Vendor or any subcontractor.

9. SAFETY.

Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its services, 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. ACCOUNTING RECORDS.

Vendor 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 the 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.

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. 1596
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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:

City:

Margaret C. Pett, Inc. dba Info-Com Business Products
1472 Morada Place
Altadena, CA 91001
Attn: Margaret Pett, Project Manager
City of Ontario
303 East “B” Street
Ontario, CA 91764-4196
Attn: Cynthia Heredia-Torres, Principal Construction Project Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

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.

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

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. 1598
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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.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE FOR GOODS & SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND MARGARET C. PETT, INC. DBA INFO–COM BUSINESS PRODUCTS IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the day and year first above written.

CITY OF ONTARIO Margaret C. Pett, Inc. dba Info–Com
Business Products
By:

Its:

Printed Name:

By:

Its:

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

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

Assistant City Clerk
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(BB&K 2024) Exhibit A-1 Goods and Services Agreement
EXHIBIT “A”

SCOPE OF SERVICES
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(BB&K 2024) Exhibit A
-2 Goods and Services Agreement
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(BB&K 2024) Exhibit A
-3 Goods and Services Agreement
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(BB&K 2024) Exhibit B-1 Goods and Services Agreement
EXHIBIT “B”

SCHEDULE OF SERVICES
JULY 21, 2026, TO MARCH 30, 2027
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(BB&K 2024) Exhibit C-1 Goods and Services Agreement
EXHIBIT “C”

COMPENSATION
NTE AMOUNT OF $1,947,856
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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 Key Code Media, Inc., a Corporation with its principal place of business at 270 S. Flower Street, Burbank, CA 91502 (“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 subcontractors 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 Audio-Visual System for the Fire Administration Building 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 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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2. TERM.

2.1 The term of this Agreement shall be from July 21, 2026, to February 28, 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 Five Hundred Seventy Thousand Fifty-Two Dollars ($570,052) without written approval of City’s City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2 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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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 nonperforming 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. 1608
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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 subcontractors shall have sufficient skill and experience to perform the Services assigned 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 re-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 1609
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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 affecting 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. 1610
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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, 1611
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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 noncompliance with the laws, regulations and policies described in this Section, unless such noncompliance 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 subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. 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. PROJECT MANAGEMENT

5.1 City’s Representative. The City hereby designates Dan Beers, Design & Construction Director, or his 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 Brian Boring, Director of Product Development, or his 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. INSURANCE.

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 subcontractors. Vendor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

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 1612
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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: $3,000,000 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.

6.2.3 Builder’s Risk [“All Risk”]. The City shall maintain Builder’s Risk, Course of Construction or similar first party property coverage issued on a replacement cost value basis consistent with the total replacement cost of all insurable Work and the existing buildings where Work is being performed for the Project included within the Contract Documents. Coverage is to insure against risks of accidental direct physical loss. Contractor shall be responsible for the applicable Fifty Thousand Dollar ($50,000) deductible under the City builder’s risk insurance policy for damage to work of Contractor or any Subcontractor of any tier including damage to work of other Contractors caused by Contractor or its Subcontractors.

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 additional 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 1613
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equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the 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 insureds 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 1614
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the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, 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 subcontractors. 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 1615
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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. CALIFORNIA 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 1616
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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.

Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its services, 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. ACCOUNTING RECORDS.

Vendor 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 the 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:

Key Code Media, Inc.
270 S. Flower Street,
Burbank, CA 91502
City:

City of Ontario
303 East “B” Street
Ontario, CA 91764-4196
Attn: Dan Beers, Design & Construction
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.

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. 1618
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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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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.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE FOR GOODS & SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO
AND KEY CODE MEDIA, INC.

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

CITY OF ONTARIO KEY CODE MEDIA, 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:

Assistant City Clerk
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OMNIA | Technology Solutions | Emergency Operations Center Quote # 243234 Version 3
Prepared for:

City of Ontario
Prepared by:

Brian Boring
Key Code Media, Inc. - California
270 S. Flower Street
Burbank, CA 91502
818-303-3900
www.keycodemedia.com
Exhibit "A"

SCOPE OF SERVICES
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OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Executive Summary
Project Overview
The City of Ontario is upgrading its Emergency Operations Center (EOC) with a state-of-the-art Audio Visual (AV) system to enhance situational awareness, collaboration, and rapid response capabilities. The solution combines a large LED video wall, centralized control, professional-grade audio, and seamless conferencing tools.

Key Capabilities & Components
Display & Control
 Absen LED Video Wall – High-resolution, large-format display for real-time monitoring of multiple feeds.  Jupiter Control System – Centralized management of video layouts, input/output routing, and profiles.  Crestron Touch Interfaces – Intuitive 10” tabletop and 7” wall-mounted touchscreens for easy system control.

Audio System
 Ceiling Microphones (Sennheiser TCC2) – Room-wide voice pickup for clear audio capture.  Speakers & Biamp DSP – 16 ceiling speakers with advanced processing for crisp, even sound distribution.  Podium & Wireless Microphones – Flexible options for presenters and participants.

Video Conferencing
 Dual Cameras – Coverage of both presenters and audience for hybrid/remote collaboration.  AirMedia Wireless Sharing – Secure, cable-free content sharing from laptops and mobile devices.

Collaboration & Training
 Clear Touch Interactive Display – Large touch-enabled display with PC module for training and collaborative sessions.  Multiple HDMI Inputs – Wired connections at key operator locations.

Professional Services
 System Commissioning & Programming – End-to-end setup, testing, and GUI customization.  Training – Two 4-hour sessions to ensure staff are comfortable and efficient with the system.  Close-Out Documentation – As-built drawings, O&M manuals, and system records.

Value to the City of Ontario
 Improved Situational Awareness – The LED wall and control system give staff a single, flexible view of critical data, maps, and live feeds.
 Enhanced Communication – Professional microphones, speakers, and conferencing tools enable clear communication across teams and with external agencies.
 Flexible & Scalable – Modular inputs, wireless sharing, and interactive displays support diverse emergency scenarios, training, and daily use.
 Ease of Use – Simple touch interfaces and custom programming make complex technology accessible to all staff.  Reliability & Support – Professional commissioning, training, and Key Code Media’s support services ensure long-term system performance.

In short: The EOC upgrade provides the City of Ontario with a modern, reliable, and user-friendly AV environment that enhances emergency response, interagency collaboration, and operational readiness.

Quote #243234 v 3 May 15, 2026 Page: 2 of 18
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OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Omnia Contract
University of California - Purchase Contract Number: 2019.001407 - Omnia Partner - Audio Visual Goods & Services Initial award from September 1, 2019 through August 31, 2024 with the option to renew for three (3) additional one (1) year periods through August 31, 2027.

Jupiter
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
Model Name Canvas-1CanNAMES-2CanFLOATS-0CanMobiles-1CanSVR0CanGtwySVR-0JupMedSVR-0CRS4K Configuration Canvas Client-Floating License: CANVAS CLIENT- FLOATING System
Overview
1 - Named Clients
0 - Named Mobile Clients
2 - Floating Clients
0 - Floating Mobile Clients
1 - Canvas Server (software only)
JUPITER D-CAN-001-01 Canvas Client-Floating
License: CANVAS CLIENTFLOATING LICENSE:

Included floating Canvas
client license that gets
bundled with the hardware.

Canvas Client that may be
used by any user on a PC or
Jupiter hardware. Each
floating license may be used
by only
2 0.00% $0.00 $0.00 $0.00 $0.00 N
JUPITER D-CAN-009-00 CANVAS CLIENT-NAMED
LICENSE: CANVAS CLIENTNAMEDLICENSE: Canvas
Client license that is
dedicated to a user
account.Each named license
may be used by one user at
a time.
1 5.00% $2,500.00 $2,375.00 $2,375.00 $2,375.00 Y
JUPITER D-CAN-009-01 CANVAS CLIENTFLOATING LICENSE:

CANVAS CLIENTFLOATINGLICENSE:

Canvas Client that may be
used by any user on a PC
orJupiter hardware. Each
floating license may be used
by only onedevice at a time.
2 5.00% $5,000.00 $4,750.00 $9,500.00 $4,750.00 Y
Quote #243234 v 3 May 15, 2026 Page: 3 of 18
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Sales Quotation
Quote #243234 v 3
May 15, 2026
Jupiter
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
JUPITER D-CAN-000-00 Canvas Server License:

Canvas Server License:

Canvas Server Enterprise
software license supports
one Canvas installation.

Canvas users and Active
Directory domain user
authentication. Supports
redundant Canvas Servers
and mobile deployments.

Stores inform
1 5.00% $10,000.00 $9,500.00 $9,500.00 $9,500.00 Y
JUPITER JUP-CARECANVASThe first year of Software
Support & Updates is
included.

Jupiter Care must be
maintained continuously
and can be extended at
the annual rate of 20% of
the list price. After initial
purchase, Jupiter Care
can be extended at an
annual rate of 20% of the
original list price.
1 5.00% $4,500.00 $4,275.00 $4,275.00 $4,275.00 Y
Model NameCatalystV-4HC-2SPDEC-3SSD-RAID1-64RAM-1PSU
Catalyst V Configuration Overview
Output + 4x1 - 4 1920x1080 resolution display channels; Input + 32 H.264 HD30 resolution IP Stream inputs.

CPU Rackmountable CPU Chassis;
+ Intel Core i9 Processor
+ Windows 10 LTSC;
+ 64 GB DRAM Memory per system;
+ 3 - 500GB SSD, solid state drives as a mirrored RAID 1 pair plus hot spare; + 2 10/100/1000MHz Ethernet ports, RJ45 connectors;
+ 4 USB 3.0 ports (two front + two rear) and 2 USB 2.0 ports (two rear); + 104-key USB keyboard and mouse;
+ Single 550 Watt power supply;
Summary 5 out of 5 slots allocated;
JUPITER CatalystV CatalystV-4HC-2SPDEC3SSD-RAID1-64RAM-1PSU2 5.00% $30,645.00 $29,112.75 $58,225.50 $29,112.75 Y JUPITER D-CAN-001-01 Canvas Client-Floating
License: CANVAS CLIENTFLOATING LICENSE:

Included floating Canvas
client license that gets
bundled with the hardware.

Canvas Client that may be
used by any user on a PC or
Jupiter hardware. Each
floating license may be used
by only
2 0.00% $0.00 $0.00 $0.00 $0.00 N
Quote #243234 v 3 May 15, 2026 Page: 4 of 18
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OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
Jupiter
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
JUPITER JUP-CARE-FC The first two years of limited
Hardware Warranty,
Software Support & Updates
are included.
1 0.00% $0.00 $0.00 $0.00 $0.00 N
JUPITER StreamPoint4KQuadStreamPoint4K-Quad:

Supports 4 capture signal up
to3840x2160x60 @ YUV420.

Total applicance can support
16 HD30, 8HD60, 4 4K30 or
2 4K60 H.264 streams. Each
input can beindependent
streams or all 4 channels can
be muxed together tocreate
1 stream. Incl
4 5.00% $5,500.00 $5,225.00 $20,900.00 $3,623.00 Y
JUPITER Training-CAN PixelNet Training (One Day):

Technical Training conducted
at the Dealer location, a field
engineer will provide training
regarding the capabilities
and proper operation of a
PixelNet system. Training will
address PixelNet
components, balancing of
switches
1 0.00% $2,875.00 $2,875.00 $2,875.00 $0.00 N
JUPITER CommissioningFCFusion Catalyst
Commissioning (One Day):

Commissioning based
upon a site specific
system configuration, a
field engineer will
validate the capabilities
and proper operation of a
Fusion Catalyst
installation. Areas to be
covered and limited to
are: review of cable
layout, system
monitoring, and error log;
VirtualScreen
configuration; server and
remote client operation;
and, typical layout
creation work flows.

Assumes system is
already installed,
configured, and running.

This service does not
include API testing nor
remote control
programming. Estimated
travel and living
expenses; will be
invoiced at actual and
reasonable cost. FIXED

PRICE ITEM
1 0.00% $2,875.00 $2,875.00 $2,875.00 $0.00 N
Quote #243234 v 3 May 15, 2026 Page: 5 of 18
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OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
Jupiter
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
JUPITER CommissioningCANCanvas Commissioning (One
Day):

Canvas Commissioning
(One Day):

Commissioning based
upon a site specific
system configuration, a
field engineer will
validate the capabilities
and proper operation of a
Canvas installation.

Areas to be covered and
limited to are: review of
Administrative Tasks
(including Active
Directory), Client Tasks,
Catalyst and
VirtualScreen
configuration, and typical
work flows. Assumes
system is already
installed, configured, and
running. This service
does not include remote
control programming.

Estimated travel and
living expenses; will be
invoiced at actual and
reasonable cost. (no
discount)
1 0.00% $2,875.00 $2,875.00 $2,875.00 $0.00 N
JUPITER OUT-TRAVEL Travel: Estimated travel and
living expense are quoted at
a daily rate; Invoice will be at
actual and reasonable cost.
4 0.00% $575.00 $575.00 $2,300.00 $0.00 N
Subtotal: $115,700.50
Quote #243234 v 3 May 15, 2026 Page: 6 of 18
1627
OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
LED Wall, Mounting, Installation, & Commissioning
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
SCREEN SPECIFICATIONPER SCREEN*:

Product: KLCOB1.2 V2 (1.25 mm) Primary Data
Runs
Required:
18 Dimension
(WxH):

7.200 m x 2.025 m = 14.58 sqm Max Panels of
Data Cascade:
4 23.62 ft x 6.64 ft = 156.84 sqft Max Power
Requirement:
5103 W
Diagonal: 7.48 m / 294.46 in / 24.54 ft Heat Load: 12189 BTU/hr Aspect
Ratio
(WxH):

3.556 : 1 AC Main
Power Cables
Required:
4 @208V/10A
Weight: 324 kg / 714 lbs OR 6 @120V/10A
Resolution
(WxH):
5760 x 1620 AC Circuit
Duplex Outlet
Required:
2 @208V/20A Circuits
Panels
Matrix
(WxH):
12 x 6(600mm x 337mm) OR 3 @120V/20A Circuits
Panels Per
Screen:
72 Max Panels Of
Power
Cascade:
23 @208V OR 13 @120V
Total
Screen:
1 ABSEN B5712-2-00 Absen KLCOB1.2 V2 Digital
Signage Display - LCD - 480
x 270 - LED - 600 Nit
72 20.00% $1,919.00 $1,535.20 $110,534.40 $1,919.20 Y
ABSEN B5712-2-03 KLCOB V2 Spare Parts
Package(Installation )
KLCOB V2 Spare Parts
Package(Installation )
2 20.00% $80.00 $64.00 $128.00 $69.12 Y
ABSEN B5712-2-01 KLCOB V2 General Cable
Package(US,110V)
KLCOB V2 General
Cable Package
(US,110V)
5 20.00% $300.00 $240.00 $1,200.00 $240.00 Y
Quote #243234 v 3 May 15, 2026 Page: 7 of 18
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OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
LED Wall, Mounting, Installation, & Commissioning
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
ABSEN B5712-2-04 KLCOB1.2 V2 Spare Parts
Package (Including 6
modules, 1 receiving card, 1
power supply, and 1 HUB
card)
KLCOB1.2 V2 Spare
Parts Package (Including
6 modules, 1 receiving
card, 1 power supply,
and 1 HUB card)
6 20.00% $1,520.00 $1,216.00 $7,296.00 $1,216.00 Y
ABSEN B5712-2-06 KLCOB V2 double frame pkg
(1 piece)
KLCOB V2 double frame
pkg (1 piece)
36 20.00% $160.00 $128.00 $4,608.00 $128.00 Y
ABSEN B5100-1-04 Absen HC Data Transfer
Cable - 65.62 ft Data
Transfer Cable
15 20.00% $26.00 $20.80 $312.00 $20.80 Y
ABSEN B5100-1-07 KLCOB V2 Top and Bottom
Trim kit 3-in-1 A2-KLCOB V2
Top and Bottom Trim kit 3-in1 1800*37*5
KLCOB V2 Top and
Bottom Trim kit 3-in-1 A2-
KLCOB V2 Top and
Bottom Trim kit 3-in-1
1800*37*5
4 20.00% $40.00 $32.00 $128.00 $32.00 Y
ABSEN B5100-1-26 B2-KLCOB V2 Bottom
left/Top right single corner
Trim kit 3-in-1(1012.5+5)
*70.5*5mm
2 20.00% $30.00 $24.00 $48.00 $24.00 Y
ABSEN B5100-1-19 A2-KLCOB V2 Bottom Trim
kit 3-in-1 1800*70.5*5mm
4 20.00% $40.00 $32.00 $128.00 $32.00 Y
ABSEN B5100-1-20 B1-KLCOB V2 Top
left/Bottom right single corner
Trim kit 3-in-1 (1012.5+5)
*70.5*5mm
2 20.00% $30.00 $24.00 $48.00 $24.00 Y
ABSEN B5100-1-15 Trim kit Shrapnel
17*12*0.4mm(30 pcs)
5 20.00% $30.00 $24.00 $120.00 $24.00 Y
Quote #243234 v 3 May 15, 2026 Page: 8 of 18
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OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
LED Wall, Mounting, Installation, & Commissioning
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
ABSEN B5715-2-02 1 for every 25 panels
including: Spare parts
package(Including 6
modules, 1 receiving card, 1
power supply, and 1 HUB
card)
3 0.00% $0.00 $0.00 $0.00 $0.00 N
Novastar F8000-0-98 Nova VX2000 Pro 1 0.00% $3,805.00 $3,805.00 $3,805.00 $0.00 N ABSEN S2501-0-3 Guided Installation Service
"61-100 Panels
Installation Support
Package (2 weeks
notice)Including onsite
installation
guidance/Commissioning
/Training/Install damaged
pixels repair at ASC"
1 0.00% $8,000.00 $8,000.00 $8,000.00 $0.00 N
FREIGHT Standard Shipping 1 0.00% $5,800.00 $5,800.00 $5,800.00 $0.00 N Subtotal: $142,155.40
Equipment
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
EXTRON 60-1927-02 Cable Cubby 222 One US
AC Outlet, 12 A Circuit
Breaker, and 2 Outlets Under
1 42.00% $530.00 $307.40 $307.40 $307.40 Y
EXTRON 70-1238-72 AAP SuperPlate 173
HDMI, USB 3 Type-A, USBC, Network – Black
1 42.00% $260.00 $150.80 $150.80 $150.80 Y
EXTRON 70-1043-01 Extron Cable Cubby 202
AAP Bracket
1 42.00% $38.00 $22.04 $22.04 $22.04 Y

SENNHEISE
R
509178 Sennheiser TeamConnect
Ceiling 2 Kit with Microphone
Array & Extension Brackets
4 11.00% $5,749.00 $5,116.61 $20,466.44 $5,116.61 Y
Quote #243234 v 3 May 15, 2026 Page: 9 of 18
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OMNIA | Technology Solutions |
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Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Equipment
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing

SENNHEISE
R
508291 Sennheiser Microphone
Accessory Kit - Steel
4 11.00% $129.00 $114.81 $459.24 $114.81 Y

BIAMP TESIRAFORTE
DAN VT
Fixed I/O DSP with 12
analog inputs, 8 analog
outputs, 8 channels
configurable USB audio, 32 x
32 channels of Dante, AEC
technology (all 12 inputs), 2
channel VoIP, and standard
FXO telephone interface
1 44.00% $5,480.00 $3,068.80 $3,068.80 $3,068.80 Y
CRESTRON DM-NVX-360 Crestron NVX Encoder /
Decoder
14 42.00% $2,392.00 $1,387.36 $19,423.04 $1,387.36 Y
CRESTRON DM-NVX-363 DM NVX® 4K60 4:4:4 HDR
Network AV
Encoder/Decoder with
Downmixing and Dante®
Audio
2 42.00% $2,912.00 $1,688.96 $3,377.92 $1,688.96 Y
CRESTRON DM-NVX-384 DM NVX® 5K 4x1 AV-over-IP
Switcher with HDMI® and
USB-C® Connectivity
1 42.00% $3,256.00 $1,888.48 $1,888.48 $1,888.48 Y
CRESTRON DM-NVX-DIR2 DM NVX Director® Network
AV Switching Appliance
1 42.00% $4,516.00 $2,619.28 $2,619.28 $2,619.28 Y
CRESTRON AMP-X300 X-Series Amplifier 1 42.00% $924.00 $535.92 $535.92 $535.92 Y CRESTRON CP4N Crestron 4-Series Control
System
1 42.00% $3,234.00 $1,875.72 $1,875.72 $1,875.72 Y
CRESTRON SAROS IC8T-WT-EACHSaros® 8” 2-Way In-Ceiling
Speaker, White Textured,
Single (must be ordered in
multiples of 2)
16 42.00% $348.00 $201.84 $3,229.44 $201.84 Y
CRESTRON TSW-1080-B 10.1 in. Wall Mount Touch
Screen, Black
2 42.00% $3,400.00 $1,972.00 $3,944.00 $1,972.00 Y
TARIFFCRESTRON1 0.00% $1,553.20 $1,553.20 $1,553.20 $0.00 N Quote #243234 v 3 May 15, 2026 Page: 10 of 18
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OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
Equipment
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
AJA U-TAP-HDMI-R0 AJA HD/SDHD/SD USB 3.0
Capture Device for
Mac/Windows/Linux with
HDMI Input, Bus Powered,
No Driver Software
Necessary USB 3.0 capture
device for
Mac/Windows/Linux with
HDMI input. Bus powered,
no driver software necessary
2 10.00% $455.00 $409.50 $819.00 $409.50 Y
Lumens VC-TR61PB (TAA) 30x Optical Zoom, 4K
Dual Lens Auto Tracking
Camera, Black Color, Dante
Ready
2 17.00% $3,235.00 $2,685.05 $5,370.10 $2,685.05 Y
Lumens VC-WM12B Lumens Wall Mount for PTZ
Camera - Black
2 17.00% $370.00 $307.10 $614.20 $307.10 Y

CLEARTOUC
H
CTI-7065XTUH2065" 7000XT Series
Interactive Panel with low
latency, points of touch 40
Windows;32 Android, PCAP
Technology - Ultra HD. Wall
mount, WIFI module and 2
passivecapacitive pens
included.
1 25.00% $6,599.00 $4,949.25 $4,949.25 $4,949.25 Y

CLEARTOUC
H
CTI-PCOPSPC27-IGOPS Independent Graphics
PC Module - Intel i7 Twelve
Core, 13th Gen / 32GBDDR4
/ 1TB SSD / Ultra HD (No
Operating System )
compatible with A+ and
XTpanels 1 yr limited
warranty
1 15.00% $1,899.00 $1,614.15 $1,614.15 $1,614.15 Y

CLEARTOUC
H
CTI-STANDCONM-V3Convertible Mobile Stand -
Curve-Shaped Open Base
with Motorized Height /
TiltAdjustment, Cable
Management and AntiCollision (for use with
7065XT)
1 15.00% $2,599.00 $2,209.15 $2,209.15 $2,209.15 Y

CLEARTOUC
H
FREIGHT Freight - Included 1 0.00% $0.00 $0.00 $0.00 $0.00 Y CRESTRON TSW-770-B-S 7 in. Wall Mount Touch
Screen, Black Smooth
1 42.00% $2,080.00 $1,206.40 $1,206.40 $1,206.40 Y
Quote #243234 v 3 May 15, 2026 Page: 11 of 18
1632
OMNIA | Technology Solutions |
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Sales Quotation
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May 15, 2026
Equipment
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
Netgear, Inc GSM4210PX100NASNetgear AV Line M4250
GSM4210PX Ethernet
Switch - 8 Ports -
Manageable - 10 Gigabit
Ethernet - 10GBase-T,
10GBase-X - 3 Layer
Supported - 220 W PoE
Budget - Optical Fiber,
Twisted Pair - PoE Ports -
Desktop - Lifetime Limited
Warranty
1 38.00% $1,362.05 $844.47 $844.47 $844.47 Y
Netgear, Inc GSM4212PX100NASNETGEAR M4250-10G2XFPoE+ AV Switch1 38.00% $1,415.16 $877.40 $877.40 $877.40 Y Netgear, Inc AXM763-10000S Netgear SFP+ Transceiver
10GBASE-LRM
1 38.00% $492.40 $305.29 $305.29 $305.29 Y
Netgear, Inc AXM765-20000S Netgear SFP+ Transceiver
10GBASE-T - For Data
Networking, Optical Network
- 1 x RJ-45 10GBase-T
Network LAN - Twisted
Pair10 Gigabit Ethernet -
10GBase-T0.08 km
Maximum Distance
1 38.00% $477.91 $296.30 $296.30 $296.30 Y
Netgear, Inc GSM4248UX100NASNetgear M4250-40G8XFPoE++ AV Line Managed Switch - 40 Ports -
Manageable - 3 Layer
Supported - Modular - 82.60
W Power Consumption -
2880 W PoE Budget -
Optical Fiber, Twisted Pair -
PoE Ports - 2U - Rackmountable, Table Top -
Lifetime Limited Warranty
1 38.00% $7,726.53 $4,790.45 $4,790.45 $4,790.45 N
CRESTRON AM-3100-WF The AirMedia Series 3
Receiver 100 (AM-3100-WF)
enables secure wireless
collaboration in the modern
digital workspace. Easy to
deploy and manage, install
the Receiver in conference
rooms, huddle rooms,
lounges, lobbies, or almost
any space to estab
1 42.00% $1,650.00 $957.00 $957.00 $957.00 Y
CRESTRON AM-TX3-100 AirMedia® Series 3 Connect
Adaptor
2 42.00% $800.00 $464.00 $928.00 $464.00 Y
Quote #243234 v 3 May 15, 2026 Page: 12 of 18
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Equipment * Contains Optional Items
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
CRESTRON TSS-1070-T-B-SLB KIT10.1 in. Room Scheduling
Touch Screen for Microsoft
Teams® Software, Black
Smooth, includes one TSW1070-LB-B-S light bar
9 42.00% $1,772.00 $1,027.76 $9,249.84 $0.00
CRESTRON TSS-1070-T-W-S
-LB KIT

10.1 in. Room Scheduling
Touch Screen for Microsoft
Teams® Software, White
Smooth, includes one TSW1070-LB-W-S light bar
9 42.00% $1,772.00 $1,027.76 $9,249.84 $1,027.76 Y
CRESTRON TSW-770/1070-

MSMK-ANG-B-S
Multisurface Mount Kit for
TSW-770 and TSW-1070
Series, Angled, Black
Smooth
9 42.00% $68.00 $39.44 $354.96 $0.00
CRESTRON TSW-770/1070-
MSMK-ANG-WS
Multisurface Mount Kit for
TSW-770 and TSW-1070
Series, Angled, White
Smooth
9 42.00% $68.00 $39.44 $354.96 $39.44 Y
MIDDLE

ATLANTIC
PDT-1220C-NS Middle Atlantic Power Strips
- NEMA L5-20P - 12 x NEMA
5-20R - 9 ft Cord
2 48.00% $367.00 $190.84 $381.68 $190.84 Y
MIDDLE

ATLANTIC
ERK-4425-AV Middle Atlantic ERK-4425-AV
ERK 19" Audio-Video StandAlone Enclosure
1 48.00% $3,496.00 $1,817.92 $1,817.92 $1,817.92 Y
BELDEN 2413FS 0101000 BELDEN/ENT 2413FS
0101000 23-4P F/UTP-CMP

SOL BC FEP LSPVC BLK
JKT CAT6 300V 75C
4 10.00% $1,147.70 $1,032.93 $4,131.72 $1,032.93 Y
BELDEN 9451P
010U1000
Belden Audio Cable - 1000 ft
Audio Cable - Shielding -
Black - 1
2 25.00% $1,050.80 $788.10 $1,576.20 $788.10 Y
Key Code
Media
Professional
Services
KCM-INT-MAT Adjustable height podium
with in rack
1 0.00% $4,000.00 $4,000.00 $4,000.00 $0.00 N
Shure MXW2X/SM86=-
Z10
Microphone - Handheld -
SM86 Cartridge
2 36.00% $942.00 $602.88 $1,205.76 $602.88 Y
Shure MXW1X/O=-Z10 Microphone - Bodypack 2 36.00% $812.00 $519.68 $1,039.36 $519.68 Y Shure CVL-B/C-TQG CVL Centraverse Lavalier
Condenser Microphone
2 36.00% $67.00 $42.88 $85.76 $42.88 Y
Quote #243234 v 3 May 15, 2026 Page: 13 of 18
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OMNIA | Technology Solutions |
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Sales Quotation
Quote #243234 v 3
May 15, 2026
Equipment * Contains Optional Items
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
Shure MXWNDX4 Networked Dock - 4 Bay 1 36.00% $1,238.00 $792.32 $792.32 $792.32 Y Shure MXW8X=-Z10 Microphone - Gooseneck
Base
1 36.00% $867.00 $554.88 $554.88 $554.88 Y
Shure MXWNDX4G Networked Dock - 4 Bay -
Gooseneck
1 36.00% $1,375.00 $880.00 $880.00 $880.00 Y
Shure MX415R/C Shure MX415R/C 15"
Microflex Gooseneck
Cardioid Microphone with
Top Light Ring and Preamp
1 36.00% $367.00 $234.88 $234.88 $234.88 Y
CHIEF CMA345 FLEX JOINT, 1-1/2" NPT
Ceiling Mount Plate
FLEX JOINT, 1-1/2" NPT
Ceiling Mount Plate
2 33.00% $260.00 $174.20 $348.40 $174.20 Y
CHIEF XCM1U Chief Fusion X-Large Ceiling
Display Mount - For Displays
55-100" - Black - 1 Display(s)
Supported - 60" to 90"
Screen Support - 250 lb
Load Capacity
2 33.00% $798.00 $534.66 $1,069.32 $534.66 Y
CHIEF CMS0305 Chief CMS0305 3-5 ft.

Speed-Connect Adjustable
Extension Column (91.4-
152.4cm) Speed-Connectâ„¢
Adjustable Extension
Column CMS SpeedConnect Adjustable
Extension Columns can be
used with any 1 1/2" NPT
accessory to lower projector
to desired height.

Provides up to 2' range
of height adjustment in 1"
increments depending on
model (6" to 12' lengths).

Includes set screw for
added rigidity.
2 33.00% $232.00 $155.44 $310.88 $155.44 Y
CHIEF MTM1U Chief Fusion Medium
Adjustable Display Wall
Mount - For Displays 32-65" -
Height Adjustable - 1 Display
(s) Supported - 32" to 65"
Screen Support - 125 lb
Load Capacity
1 33.00% $279.00 $186.93 $186.93 $186.93 Y
Quote #243234 v 3 May 15, 2026 Page: 14 of 18
1635
OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Equipment * Contains Optional Items
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
LG
Electronics
65UM5N-E LG 65" UM5N-E Series UHD
Signage with Enhanced
Security Features &
webOS™ 6.0
1 13.00% $2,250.00 $1,957.50 $1,957.50 $1,957.50 Y
LG
Electronics
98UM5K LG UHD Large Screen
Signage Display - 98" LCD -
Advanced Super Dimension
Switch ( ADS ) - 16 Hours/ 7
Days Operation - 16 GB -
3840 x 2160 - Direct LED -
500 Nit - 2160p - HDMI -
USB - DVI - Serial - Wireless
LAN - Ethernet - webOS 6.0
- Black
2 13.00% $10,667.00 $9,280.29 $18,560.58 $9,280.29 Y
Schneider
Electric SA
SMX3000RMLV2
U
APC Smart-UPS X, Line
Interactive, 3kVA, Rack/tower
convertible 2U, 100V-127V,
3x 5-15R+3x 5-20R+1x L5-
30R NEMA, SmartSlot,
Extended runtime - 2U Rackmountable - 3 Hour
Recharge - 6 Minute Standby - 120 V AC Input - 120 V
AC Output - Sine Wave -
Serial
2 40.96% $3,975.00 $2,347.03 $4,694.06 $0.00 N
012-1RA75-WO WS RETROFIT FOR
CRESTRON TSW-1080

UNPAINTED
2 25.00% $822.00 $616.50 $1,233.00 $0.00 N
* Optional Subtotal: $9,604.80
Subtotal: $143,368.83
Professional Services
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
KCM-INT-MAT KCM Integration and
Materials
1 0.00% $10,000.00 $10,000.00 $10,000.00 $0.00
Installer 2 Installer 2 200 0.00% $120.00 $120.00 $24,000.00 $0.00 Installer 3 Installer 3 200 0.00% $135.00 $135.00 $27,000.00 $0.00 Programmer 2 Programmer 3 80 0.00% $200.00 $200.00 $16,000.00 $0.00 Engineer 2 Engineer 2 120 0.00% $146.00 $146.00 $17,520.00 $0.00 Quote #243234 v 3 May 15, 2026 Page: 15 of 18
1636
OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Professional Services
Mfr. Name Mfr. Part # Product Details Qty. Discount MSRP KCM Unit Price
KCM Ext.

Price
Contract
Unit Price
Contract
Pricing
Designer 1 Designer 1 80 0.00% $156.00 $156.00 $12,480.00 $0.00 Engineer 1 Engineer 1 40 0.00% $105.00 $105.00 $4,200.00 $0.00 Project Manager
1 Project Manager 1 120 0.00% $127.00 $127.00 $15,240.00 $0.00 Project Manager
2 Project Manager 2 64 0.00% $166.00 $166.00 $10,624.00 $0.00 FREIGHT Ground Shipping Included
For On Contract Items
1 0.00% $0.00 $0.00 $0.00 $0.00
Subtotal: $137,064.00
Key Code Media | Additional Project Bundle Discount
No. Part # Description Qty Price Ext. Price
1 Key Code Media Discount Key Code Media | Additional Project Bundle Discount 1 ($10,000.00 )
($10,000.00)
Subtotal: ($10,000.00)
Quote #243234 v 3 May 15, 2026 Page: 16 of 18
1637
OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
Key Code Total Care
30 Day Key Code Total Care Bronze
Thank you for choosing Key Code Media, this quote is covered under a 30-day remote support plan. The equipment is covered under manufacturing warranty and the labor is covered by Key Code Support.

Key Code support hosts its own secure remote access support system. This system is much like a TeamViewer remote access, with the exception that it’s hosted by Key Code Media and sits behind our firewall. As part of Change Me and Key Code Media support agreement, we can install this lightweight utility on all purchased computers at the discretion of facility staff. This will allow a support engineer to log in and see what the operator is seeing in real time.

Service Expectations
This support proposal includes the following Service Level agreements:

1. Provide normal business hours support
a. Access to M-F 9am EST - 6pm PST support line
b. Includes emergency and non-emergency call for:
i. Software Issues and Version Upgrades
ii. Hardware support for purchased equipment
iii. Remote support
c. Major Holidays are not included in coverage
i. Christmas Day
ii. July 4
th
iii. Thanksgiving +1
iv. New Year’s Day
v. Memorial Day
vi. Labor Day

2. Contract Includes Costs for Mileage Associated with support visits a. Does not include for Airfare, Hotel, Rental Car, or Per-Diem b. Does not include Travel Costs associated with other quotes c. All Non-Covered T&E will be invoiced at actual cost
Warranty Terms
The warranty begins upon completion of install and lasts for 30 days.

Support Contract Information
Service Hotline: 818-303-3980
Email Support: [email protected] (Email is monitored from 9a – 6p) Call Back Response Time
9am – 6pm response time 5 – 30 minutes
Quote #243234 v 3 May 15, 2026 Page: 17 of 18
1638
OMNIA | Technology Solutions |
Emergency Operations Center
Prepared for: City of Ontario
Sales Quotation
Quote #243234 v 3
May 15, 2026
OMNIA | Technology Solutions | Emergency Operations Center Prepared by: Bill To: Ship To: Quote Information:

Key Code Media, Inc. -
California
City of Ontario City of Ontario Quote #: 243234
Brian Boring
(818) 303-3900
Fax 818-303-3901
[email protected]
,
Sagar Patel
(909) 395-2000
[email protected]
303 East "B" Street
Ontario, CA 91764
Sagar Patel
(909) 395-2000
[email protected]
Version: 3
Delivery Date: 05/14/2026
Expiration Date: 05/31/2026
Terms: ADVANCE
Quote Summary
Description Amount
Jupiter $115,700.50
LED Wall, Mounting, Installation, & Commissioning $142,155.40 Equipment $143,368.83
Professional Services $137,064.00
Key Code Media | Additional Project Bundle Discount ($10,000.00) Subtotal: $528,288.73
Estimated Tax: $32,158.41
Total: $560,447.14
*Options
Description One-Time
Equipment $9,604.80
Optional Subtotal: $9,604.80
This Sales Quote (“SO”) incorporates the Terms and Conditions found at http://www.keycodemedia.com/terms/salesorder (“T&C”) and constitutes an offer or counter-offer, as applicable, by Key Code Media, Inc. or Burst Communications (“Seller”). This SO, including the T&C incorporated therein, shall become binding on the buyer listed herein (“Buyer”) on the earliest of Buyer’s: (i) acknowledgement hereof; or (ii) receipt of any goods and/or services ordered hereunder. No Buyer acknowledgement form, purchase order, or other document shall modify the SO or the T&C.

Key Code Media, Inc. - California City of Ontario
Signature:

Name: Brian Boring
Title: Director, Product Development
Date: 05/14/2026
Signature:

Name: Sagar Patel
Date:

Quote #243234 v 3 May 15, 2026 Page: 18 of 18
1639
City of Ontario EOC – Audio Visual
System
Scope of Work
Display & Control Systems
• Absen Video Wall - Supply and install per attached quote specifications. • Jupiter Control System - Centralized control for video wall layouts, profiles, and input/output routing.
• Touch Interfaces - (2) 10” Crestron touchscreens and (1) 7” wall-mounted Crestron touchscreen.

Infrastructure & Furniture
• Equipment Rack - Installed in room adjacent to Room 209. • ADA Adjustable Podium - Integrated rack for AV equipment. • Cable Cubby Integration - Installed in podium cutout with HDMI, USB-C, RJ45, and USB-A inputs.

Audio System
• Ceiling Microphones - (4) 2’x2’ TCC2 microphones for full-room voice pickup. • Speakers & DSP - (16) speakers for room-wide coverage and Biamp Tesira Forte DSP for audio processing.
• Podium Microphone - Gooseneck mic for main presenter. • Wireless Microphones - Handheld mics for flexible use.

Video Conferencing
• Cameras - (2) cameras: one facing presenter, one facing audience.

Collaboration & Input Sharing
• Operator HDMI Inputs - (4) wired HDMI input locations (TBD). • Wireless Sharing - AirMedia receiver and (2) transmitters. • Interactive Display - Clear Touch display with integrated PC module for training.

Commissioning & Training
• System Commissioning & Testing - Full system validation and performance testing. • GUI Programming & Approval - Custom interface design based on client feedback. • Team Training - (2) sessions, 4 hours each.
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• Close-Out Documentation - Includes as-built drawings, O&M manuals, and final system documentation.

Assumptions
• Electrical & Data Infrastructure - All outlets, floor boxes, and wall boxes to be installed by others.
• Structural Engineering - Any structural components (e.g., backing for video wall) are the responsibility of others.
• Proposal is based on normal business hours work.
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46700.00100\40935206.1
(BB&K 2024) Exhibit B-1 Goods and Services Agreement
EXHIBIT “B”

SCHEDULE OF SERVICES
July 21, 2026, to February 28, 2027
1642
46700.00100\40935206.1
(BB&K 2024) Exhibit C-1 Goods and Services Agreement
EXHIBIT “C”

COMPENSATION
NTE $570,052
1643
Department: Utilities
Prepared By: Andy Marquez
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: 17
SUBJECT: A CONSTRUCTION CONTRACT WITH G.M. SAGER CONSTRUCTION CO, INC., FOR

ON-CALL/EMERGENCY UTILITY TRENCH PAVING

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

CONSENT CALENDAR
RECOMMENDATION: That the City Council authorize the City Manager, or designee, to execute a one-year Construction Contract with G.M. Sager Construction Co, Inc., located in Pomona, California, for on-call utility trench repairs at various locations in the amount of $600,000 from July 21, 2026 to June 30, 2027, with the option to extend the contract for up to four successive one-year periods for a total not-to-exceed amount of $3,315,378.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT: The Fiscal Year 2026-27 Adopted Budget includes appropriations from the Water and Sewer Operating Funds for these on-call services. The recommended Contract is for $600,000 for the initial term. At the City’s discretion, up to four additional one-year extensions may be executed. Should the City exercise all four successive one-year extensions, the projected amount for the five years (July 21, 2026 to June 30, 2031) would be a total not-to-exceed amount of $3,315,378.

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

BACKGROUND & ANALYSIS: This contract provides for the repair and repaving of utility trenches at various locations throughout the City on an as-needed basis. The City completes over 300 trench 1644
repairs annually, and costs are based on the size of the necessary repair, traffic control measures, and depth of the trench.

The work performed under this Contract consists of trench repairs associated with work performed by Staff on water and sewer mains, residential services, and associated with various water facilities.

Trench repairs are coordinated with the Contractor following utility work to minimize disruption within the public right-of-way.

The City solicited proposals for this effort, and on May 26, 2026, three proposals were received for Contract UT-OPS 1068. A summary of the proposals is as follows:

Company Name Location Bid Amount
G.M. Sager Construction Co, Inc. Pomona, CA $334,840
Paveco, Inc. Baldwin Park, CA $397,360
Hardy & Harper, Inc. Lake Forest, CA $1,027,000
Staff recommends award to G.M. Sager Construction Co, Inc., of Pomona, California, based on their expertise, ability to perform the work in a timely manner, and successful completion of this type of work in the past. Competitive bidding for this work would be impracticable and confer no advantage upon the City because the work must be dispatched promptly upon being identified, on a recurring basis, and without sufficient time to enable bidding each time additional necessary work is identified.
1645
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(BB&K 10/2020 -1-
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
SECTION 00500

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

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:

ON-CALL AND EMERGENCY UTILITY TRENCH PAVING
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 30 calendar days from the commencement date stated in the Notice to Proceed, herein after the Contract Time. By its signature hereunder, Contractor agrees the Contract Time for completion set forth above is adequate and reasonable to complete the Work.

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

ARTICLE 4. LIQUIDATED DAMAGES. The Contractor acknowledges that the City will sustain actual damages for each and every day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, as provided in Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $500 for each and every calendar day of delay in completing the Work beyond the time prescribed in the Contract 1646
46700.00920\42650503.1
(BB&K 10/2020 -2-
Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

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

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

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

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following documents, each of which is incorporated into this Contract by reference:
• Notice Inviting Bids
• Instructions to Bidders
• Bid Form
• Contractor’s Certificate Regarding Workers’ Compensation form • Bid Bond
• List of Subcontractors form
• Contractor Information and Experience Form
• Non-Collusion Declaration form
• Public Works Contractor Registration Certification form • Iran Contracting Act Certification form
• Fleet Compliance Certification form
• Contract
• Performance Bond
• Payment Bond
• Environmental documents and approvals (If Applicable) • General Conditions
• Special Conditions
• Standard Specifications for Public Works Construction (Greenbook), Edition, except Sections 1-9
• Technical Specifications
• Addenda (If Applicable)
• Plans and Drawings
• Approved and fully executed change orders
• Federal Requirements (If Applicable)
• Any other documents contained in or incorporated into the Contract 1647
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(BB&K 10/2020 -3-
The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

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

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

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

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the office of the City Clerk or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.

ARTICLE 9. CONTRACTOR REGISTRATION AND LABOR COMPLIANCE. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. This Project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations. 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.

This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law.

ARTICLE 10. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution.

Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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(BB&K 10/2020 -4-
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
G.M. Sager Construction Co., Inc
By:

Its:

Printed Name:

By:

Its:

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

END OF CONTRACT
1649
46700.00920\42650503.1
(BB&K 10/2020 -5-
EXHIBIT “A”

SCOPE OF SERVICES
a. Description of the Work: The work to be done, in general, shall include furnishing all labor, materials, tools, equipment, parts, supplies, incidentals, and permits necessary for, or appurtenant to, install permanent trench resurfacing entirely in place per the Specifications and Contract Documents for the above-stated project. The general items of work to be performed hereunder consist of the installation of new asphalt concrete paving trench repair work, asphalt concrete grind, and overlay, temporary asphalt concrete removal, stripping replacement, and all associated work as identified at various locations throughout the City of Ontario. The Contractor must possess a valid Class A or C-12 contractor license issued by the California Department of Consumer Affairs Contractors State License Board.
b. Job Location and Work Hours The project is located within the City of Ontario city limits.

Work hours for the project shall be 7:30 a.m. to 4:00 p.m. weekdays only, unless requested by City Project Manager under emergency detail patch work.

Contractor must be able to respond within 4 hours for emergency detail patch work throughout the City.
c. Project Duration The work shall be diligently prosecuted to completion before the expiration of: 30 working days per task order. a. Contractor to provide a schedule that includes all major activities, milestones, stationing, durations, etc. b. Pipe stationing shall be included in the project schedule as the mean to delineate work area. c. Any change in project schedule or work area shall be communicated to the Project Manager prior to when the change occurs. No time extension to the contract completion date will be allowed due to this project schedule change. d. Traffic Control Contractor is responsible for providing and maintaining traffic control at the locations of the work site. Public travel through the work shall be impeded or obstructed as little as possible.
e. Site Cleanup a. Contractor is responsible for the proper handling of materials to include discard of debris and keeping the work site clean. Contractor shall restore all areas and objects that were damaged or disrupted due to construction activities to a condition as good as existing prior to construction. All of the above requirements extend to contractor’s subcontractors. Contractor is responsible for subcontractors conforming to all requirements. Penalties will be assessed against contractor for any subcontractor violations.
f. Permits All work shall conform to all applicable Industry, Federal, State and Local Laws, Codes, Ordinances, OSHA requirements and standards, and the City’s standards for trench work.

Contractor shall obtain all required permits such as encroachment, inspection, etc. with the required governing agencies. No work shall be started within the street right-of-way or on City property until the Contractor has obtained the necessary permits. The Contractor shall obtain and pay for all permits and fees and give all notices necessary and incident to the due and lawful prosecution of the work and to the preservation of the public health and safety. Fees will not be collected on those permits obtained from the City.
g. Inspection a. Inspection’s will be provided by City staff based on regular eight hour working 1650
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(BB&K 10/2020 -6-
days, generally from 7:30 AM to 4:00 PM, Monday through Friday. When the Contractor’s operations and the safety of the public require inspection beyond eight hours, or the Contractor requests inspection for other than regular City working days, the Project Manager and the Contractor will agree to a date and time for the inspection.

The Contractor shall notify the Project Manager no less than 48 hours in advance of inspection requirements.
h. Surveying Contractor shall not disturb or destroy any existing monuments or benchmarks. If any survey monuments or benchmarks need to be removed and replaced, Contractor shall notify the Project Manager prior to construction. Before removing any monuments in preparation for construction, the City will set at least four ties for each monument to be removed and replaced, all at City’s expense. After construction, the City will replace each monument using the aforementioned ties and file a corner record for each replaced monument. 1651
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(BB&K 10/2020 -7-
EXHIBIT “B”

SCHEDULE OF SERVICES

ON AN AS-NEEDED BASIS
Term. The term of this Agreement shall be from July 21, 2026 to June 30, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than four (4) additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
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(BB&K 10/2020 -8-
EXHIBIT “C”

COMPENSATION
Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation for FY 2026-27 shall not exceed Six-Hundred Thousand Dollars ($600,000) for a total not-toexceed amount of Three-Million Three Hundred and Fifteen Thousand, Three Hundred and Seventy Eight Dollars ($3,315,378) without written approval of City’s Operations Manager.

Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
1653
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: 18
SUBJECT: A CONSTRUCTION CONTRACT WITH DOWNING CONSTRUCTION, INC., A PROFESSIONAL SERVICES AGREEMENT WITH ARDURRA GROUP, INC., AND

AMENDMENTS TO THE PROFESSIONAL SERVICES AGREEMENTS WITH Z&K CONSULTANTS, INC. AND TWINING, INC., FOR THE WESTERN TRUNK SEWER

INTERIM DIVERSION PROJECT

CITY OF ONTARIO
Agenda Report
July 21, 2026
SECTION:

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

A. Approve the plans and specifications and award Contract No. UT1097 to Downing Construction, Inc., of Calimesa, California, for the construction of the Western Trunk Sewer Interim Diversion Project, in the amount of $2,314,676 plus a 15% contingency of $347,202, for a total not-to-exceed amount of $2,661,878, a term of 150 calendar days after issuance of a notice to proceed and authorize the City Manager, or his designee, to execute said contract and file a notice of completion at the conclusion of all construction activities related to the project.

B. Approve and authorize the City Manager, or his designee, to execute a Professional Services Agreement with Ardurra Group, Inc., of Newport Beach, California, for a total not-to-exceed amount of $131,765 for Construction Engineering Services and a term from July 21, 2026, to December 31, 2029.

C. Approve and authorize the City Manager, or his designee, to execute Amendment No. 2 to the On-Call Construction Management and Inspection Agreement with Z&K Consultants, Inc., of Riverside, California, increasing the Agreement amount by $270,516 for a revised new total not-to-exceed amount of $1,028,642 and extending the term of the Agreement from June 4, 2024 to May 31, 2029.

D. Approve and authorize the City Manager, or his designee, to execute Amendment No. 3 to the On-Call Geotechnical and Material Testing Services Agreement with Twining, Inc., of Long Beach, California, increasing the Agreement amount by $47,796 for a revised new total notto-exceed amount of $386,632 and a term from May 2, 2023 to April 30, 2028.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
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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: The recommended Contract award to Downing Construction Inc. is for $2,314,676 plus a 15% contingency of $347,202, for a total not-to-exceed amount of $2,661,878. The Proposed Professional Services Agreement to Ardurra Group, Inc. is for a total not-to-exceed amount of $131,765. Proposed Amendment No. 2 to Z&K Consultants, Inc. increases the agreement by $270,516, for a new total not-to-exceed amount of $1,028,642. Proposed Amendment No. 3 to Twining, Inc. increases the agreement by $47,796, for a new total not-to-exceed amount of $386,632. The total cost for the recommended action is $3,111,955.

The Fiscal Year 2026-27 Adopted Budget for the Capital Improvement Program includes appropriations in the amount of $2,863,060 from the Sewer Capital Fund and New Model Colony (NMC) Regional Sewer Development Impact Fee (DIF) Fund to provide construction and construction support services for the Western Trunk Sewer Interim Diversion (DIF Project No. SW002) Project. If approved, additional appropriations will be included in the Sewer Capital Fund and in the NMC Regional Sewer DIF Fund at a future Quarterly Budget Update Report to City Council.

There is no impact on the General Fund.

BACKGROUND & ANALYSIS: The City of Ontario operates a wastewater collection system that conveys sanitary sewer flows from the western portion of the City to the Inland Empire Utilities Agency (IEUA) regional sewer system. A key component of this system is an existing 27-inch vitrified clay pipe (VCP) sewer main located within the Riverside Drive corridor, which currently conveys approximately 1.5 million gallons per day (MGD) of wastewater to an IEUA connection point near the intersection of Riverside Drive and South Champions Avenue.

Through the City’s long-term sewer planning efforts, it was determined that the continued discharge of these flows at the existing IEUA connection presents operational and capacity constraints. To address these needs in a phased and cost-effective manner, the City is advancing a series of projects that will reroute these flows into the City’s wastewater collection system. The diverted flows will then be conveyed through the City's trunk sewer to a different connection with the IEUA regional system where additional discharge capacity is available. This approach will improve the long-term reliability and operational flexibility of the City’s wastewater system.

The UT1097 Western Trunk Sewer Interim Diversion Project is a critical interim improvement that supports this long-term strategy. This project will construct diversion facilities to redirect wastewater flows from the existing 27-inch VCP sewer main into the City’s sewer network while maintaining uninterrupted service. The interim diversion facilities are being designed to be compatible with the City’s future permanent Western Trunk Sewer improvements, thereby minimizing redundant construction and supporting efficient system expansion.

The UT1097 project includes construction of new VCP sewer mains along Vineyard Avenue, Riverside Drive, and at the intersection of Chino Avenue and South Champions Avenue. In addition, existing manholes will be modified to install diversion structures and flow control elements to allow 1655
wastewater flows to be intercepted and conveyed westward into the City’s trunk sewer system. The project also includes associated appurtenances, temporary bypass pumping, traffic control, pavement restoration, and coordination with utility providers and affected agencies.

The diversion facilities constructed under UT1097 will establish critical pick-up locations that are intended to serve as connection points for future permanent trunk sewer improvements.

Completion of this project will improve operational flexibility and advance the City’s broader efforts to modernize and expand its wastewater infrastructure in a phased and coordinated manner.

The project is located at two sites; Vineyard Avenue South of Riverside Drive, Riverside Drive between Vineyard Avenue and Whispering Lakes Lane; and the intersection of Chino Avenue and South Champions Avenue. The work under this contract consists of construction of new sewer facilities, including approximately 200 linear feet of 12-inch diameter vitrified clay pipe (VCP) sewer main along Vineyard Avenue South of Riverside Drive; approximately 2,100 linear feet of 21-inch diameter VCP sewer main along Riverside Drive between Vineyard Avenue and Whispering Lakes Lane; approximately 50 linear feet of 12-inch diameter VCP sewer main and approximately 40 linear feet of 4-inch and 6-inch diameter VCP sewer mains at the intersection of Chino Avenue and South Champions Avenue. The work also includes modification of existing manholes to construct diversion structures, installation of a new slide gate structure with slide gates, modification of an existing IEUA sewer diversion structure, installation of ultrasonic flow meters, temporary bypass pumping, traffic control, pavement restoration, and all incidental and appurtenant work necessary to complete the project in accordance with the approved Plans and Specifications On May 28, 2026, eight bids were received for the UT1097 Western Trunk Sewer Interim Diversion Project through the City’s electronic bid management system in response to Bid No. 1992. The bids ranged from a low bid amount of $2,314,676.00 to a high bid amount of $5,431,200.00. The lowest four bids are summarized below.

Bidder Location Amount
Downing Construction, Inc. Calimesa, CA $2,314,676
T.E. Roberts, Inc. Irvine, CA $2,854,446
Big Ben Engineering Irvine, CA $2,936,289
CEM Construction, Corp. Montebello, CA $3,107,450
Staff reviewed the apparent lowest bid and determined that Downing Construction, Inc., met the requirements for recommendation as the lowest responsive and responsible bidder.

Support services will be required during construction of the Western Trunk Sewer Interim Diversion Project. Ardurra Group, Inc., will provide construction engineering services as they are the Engineer of Record for the Project and develop the project plans and specifications. Z&K Consultants, Inc., will provide construction management and inspection services. The City first contracted with Z&K Consultants, Inc., on June 4, 2024, after an extensive Request for Proposal selection process for oncall project management and inspection services. Twining, Inc., will provide geotechnical and material testing services. The City first contracted with Twining, Inc., on May 2, 2023, after an extensive Request for Qualification selection process for on-call geotechnical and material testing services.
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ENVIRONMENTAL REVIEW: An Initial Study, a Negative Declaration or a Mitigated Negative Declaration will not be necessary for the proposed projects per Article 19, section 15301, Class 1 – Existing Facilities. The project involves construction of minor utility extensions within existing public rights-of-way, replacing or supplementing existing municipal infrastructure with negligible expansion of capacity. All work will occur within previously disturbed urban roadway corridors and will not impact sensitive environmental resources.
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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 Ardurra Group, Inc., a California Corporation, with its principal place of business at 3737 Birch Street, Suite 250, Newport Beach, CA 92660 ("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 Construction 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 OMUC Contract No. UT1097 Western Trunk Sewer Interim Diversion 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 Construction 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 21, 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. 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 "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Thirty-One Thousand Seven Hundred Sixty-Five Dollars ($131,765) 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 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" 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 shall be performed by Consultant or under its supervision. Consultant will determine the means, methods 1659
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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 Consultants 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 additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. 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 this Agreement are as follows: Dolores Salgado, P.E., Principal-in-Charge.

3.3.5 City's Representative. The City hereby designates Dennis Mejia, PE, Utilities Engineering 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 Dennis Mejia, PE, Utilities Engineering Manager, 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.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all 1660
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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 represents 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 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. Any employee 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 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.

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.

3.3.10 Laws and Regulations; Employee/Labor Certification. 1661
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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 violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, 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 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.
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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 procure 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 less 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 activities 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.

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:
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(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 this 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 Vendor 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 nonpayment 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, 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 1664
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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 extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

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

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

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

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations 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 any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. (E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude 1665
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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 appropriate 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 policies 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 endorsement 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 compliance 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.

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 subconsultant that affect 1666
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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 accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 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.

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 2782.8, which is fully incorporated 1667
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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 Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

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

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

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

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

Consultant: Ardurra Group, Inc.
3737 Birch Street, Suite 250
Newport Beach, CA 92660
ATTN: Dolores Salgado, P.E., Principal-in-Charge
City: City of Ontario
303 East “B” Street
Ontario, CA 91764
ATTN: Dennis Mejia, P.E., Utilities Engineering Manager 1668
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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 provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail 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 the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be 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 1669
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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 disclosed 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 recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements 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 1670
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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 shall 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 contractual rights by custom, estoppel, or otherwise.

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

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

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 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 1671
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making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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

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

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

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
ARDURRA 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 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
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EXHIBIT "A"

SCOPE OF SERVICES
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EXHIBIT "B"

SCHEDULE OF SERVICES & COMPENSATION
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SECTION 00500

CONTRACT
THIS CONTRACT is made this _____ day of _________, 20__, in the County of San Bernardino, State of California, by and between the City of Ontario, hereinafter called City, and Downing Construction Inc, hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:

OMUC CONTRACT NO. UT1097

WESTERN TRUNK SEWER INTERIM DIVERSION
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 1. 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 150 calendar days from the commencement date stated in the Notice to Proceed, herein after the Contract Time. By its signature hereunder, Contractor agrees the Contract Time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 2. 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 Two Million Three Hundred Fourteen Thousand Six Hundred Seventy-Six Dollars ($2,314,676), hereinafter the Contract Price. Payment shall be made as set forth in the General Conditions.

ARTICLE 3. LIQUIDATED DAMAGES. The Contractor acknowledges that the City will sustain actual damages for each and every day completion of the Project is delayed beyond the Contract 1680
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Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, as provided in Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $2,500 for each and every calendar day of delay in completing the Work beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

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

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

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

ARTICLE 4. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following documents, each of which is incorporated into this Contract by reference:
 Notice Inviting Bids
 Instructions to Bidders
 Bid Form
 Contractor’s Certificate Regarding Workers’ Compensation form  Bid Bond
 List of Subcontractors form
 Contractor Information and Experience Form
 Non-Collusion Declaration form
 Public Works Contractor Registration Certification form  Iran Contracting Act Certification form
 Fleet Compliance Certification form
 Contract
 Performance Bond
 Payment Bond
 Environmental documents and approvals (If Applicable)  General Conditions
 Special Conditions
 Standard Specifications for Public Works Construction (Greenbook), 2024 Edition, except Sections 1-9
 Technical Specifications
 Addenda (If Applicable)
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 Plans and Drawings
 State Water Resources Control Board Directed Assistance Grant Agreement No.

D2201010
 Approved and fully executed change orders
 Federal Requirements (If Applicable)
 Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

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

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

Each and every provision of law and clause required by law (including by way of illustration and not by limitation, by funding agreement, grant, or loan imposing such a condition, including by way of illustration State Water Resources Control Board Directed Assistance Grant Agreement No. D2201010) to be inserted in this Agreement shall be deemed to be inserted and this Agreement shall be read and enforced as though it were included. If through mistake or otherwise, any such provision is not physically inserted or is not correctly inserted, then upon application of either Party, the Agreement shall be amended to make the insertion or correction in a reasonable manner. All references to statutes and regulations shall include all amendments, replacements, and enactments in the subject which are in effect as of the date of this Agreement, and any later changes which do not materially and substantially alter the positions of the Parties.

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

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the office of the City Clerk or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.

ARTICLE 9. CONTRACTOR REGISTRATION AND LABOR COMPLIANCE. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. This Project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations. 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. 1682
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This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law.

ARTICLE 10. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution.

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

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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
By:

Its:

Printed Name:

By:

Its:

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

END OF CONTRACT
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City of Ontario
UT1097 Western Trunk Sewer Interim Diversion (1992), bidding on 05/28/2026 2:00 PM (PDT) PlanetBids
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City of Ontario
UT1097 Western Trunk Sewer Interim Diversion (1992), bidding on 05/28/2026 2:00 PM (PDT) PlanetBids
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EXHIBIT A
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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
AMENDMENT NO. 2.0

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
Z&K CONSULTANTS, INC.

1. Parties and Date.

This Amendment No. 2.0 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Z&K Consultants, Inc., a California Corporation, “Consultant”. City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

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

2.2 Amendment Purpose. The City and Consultant desire to amend this Agreement to increase the compensation by Two Hundred Seventy Thousand Five Hundred Sixteen Dollars ($270,516) for a total-not-to-exceed compensation of One Million Twenty-Eight Thousand Six Hundred Forty-Two Dollars ($1,028,642), include additional project specific proposal to the Exhibit A through Exhibit B, and extend the time of performance to May 31, 2029. This increase in compensation is for the additional scope of work listed in the attached Consultants’ Proposal titled “Construction Management and Inspection Services for Western Trunk Sewer Interim Diversion Project (OMUC Contract No. UT1097)” and dated May 21, 2026.

The Parties have heretofore entered into that Amendment No. 1 dated April 21, 2026.

2.3 Amendment Authority. This Amendment No. 2.0 is authorized pursuant to Section

3.1.2 and 3.2.4 of the Agreement.

3. Terms.

3.1 Amendment. Sections 3.1.2 and 3.2.1, Exhibit A through Exhibit B of the 1688
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