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2023/09/06 - Regular City Council Agenda Packet
Mayor CITY OF RANCHO CUCAMONGA L. Dennis Michael REGULAR MEETING AGENDA Mayor Pro Tem September 6, 2023 Lynne B. Kennedy p 10500 Civic Center Drive Members of the City Rancho Cucamonga, CA 91730 Council: Ryan A. Hutchison Kristine D. Scott FIRE PROTECTION DISTRICT BOARD—CITY COUNCIL Ashley Stickler HOUSING SUCCESSOR AGENCY-SUCCESSOR AGENCY— PUBLIC FINANCE AUTHORITY CLOSED SESSION TAPIA CONFERENCE ROOM 4:30 P.M. REGULAR MEETINGS COUNCIL CHAMBERS 7:00 P.M. The City Council meets regularly on the first and third Wednesday of the month at 7:00 p.m. in the Council Chambers located at 10500 Civic Center Drive. It is the Intent to conclude the meeting by 10:00 p.m. unless extended by the concurrence of the City Council. Agendas, minutes, and recordings of meetings can be found D 0 at https://www.cityofrc.us/your-government/citV-council-agendas or by contacting the City Clerk's Office at 909-774- 2023. Live Broadcast available on Channel 3 (RCTV-3). For City Council Rules of Decorum refer to Resolution No. 2023-086. Any documents distributed to a majority of the City Council regarding any item on this agenda after distribution of the agenda packet will be made available in the City Clerk Services Department during normal business hours at City Hall located at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. In addition, such documents will be posted on the City's website at https://www.cityofrc.us/your-government/city-council-agendas. CLOSED SESSION — 4:30 P.M. TAPIA CONFERENCE ROOM ROLL CALL: Mayor Michael Mayor Pro Tem Kennedy Council Members Hutchison, Scott and Stickler A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C. CITY MANAGER ANNOUNCEMENTS CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 1 all to thrive by building on our foundation and success as a world class community." 1 of 725 D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY) D2. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. BNSF RAILWAY COMPANY, SBSC CASE NO.: CIVS132305412. (CITY) D3. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. TOWER OF POWER CORPORATION, ET AL., SBSC CASE NO.: CIVSB2110388. (CITY) D4. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. TOVEY/SHULTZ, INC., ET AL., SAN BERNARDINO SUPERIOR COURT, CASE NO. CIVSB 2127516 (CITY) D5. CONFERENCE WITH LEGAL COUNSEL; EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(A); CRANEVEYOR CORP. V. CITY OF RANCHO CUCAMONGA; U.S. DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 5:21-CV-01656-SP; NINTH CIRCUIT COURT OF APPEALS CASE NO. No. 22-55435. (CITY) E. RECESS CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 2 all to thrive by building on our foundation and success as a world class community." 2 of 725 REGULAR MEETING — 7:00 P.M. COUNCIL CHAMBERS PLEDGE OF ALLEGIANCE ROLL CALL: Mayor Michael Mayor Pro Tern Kennedy Council Members Hutchison, Scott and Stickler A. AMENDMENTS TO THE AGENDA B. ANNOUNCEMENT/ PRESENTATIONS B1. Presentation of Proclamations of Recognition to Library Board of Trustees Members Kristen Murrieta- Morales and Janet Temkin for their Service to the Rancho Cucamonga Public Library. B2. Presentation of a Proclamation Declaring September 2023 as National Senior Center Month. B3. Presentation of a Proclamation Declaring September 22, 2023 as Native American Day. B4. Presentation of San Bernardino County Transportation Authority Small Business to Business Event. C. PUBLIC COMMUNICATIONS This is the time and place for the general public to address the Fire Protection District, Housing Successor Agency, Successor Agency, Public Financing Authority Board, and City Council on any item listed or not listed on the agenda. State law prohibits us from addressing any issue not on the Agenda. Testimony may be received and referred to staff or scheduled for a future meeting. Comments are to be limited to three (3) minutes per individual. All communications are to be addressed directly to the Fire Board, Agencies, Successor Agency, Authority Board, or City Council not to the members of the audience. This is a professional business meeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, disorderly or boisterous conduct that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting. For more information, refer to the City Council Rules of Decorum and Order (Resolution No. 2023-086) located in the back of the Council Chambers. The public communications period will not exceed one hour prior to the commencement of the business portion of the agenda. During this one hour period, all those who wish to speak on a topic contained in the business portion of the agenda will be given priority, and no further speaker cards for these business items (with the exception of public hearing items) will be accepted once the business portion of the agenda commences. Any other public communications which have not concluded during this one hour period may resume after the regular business portion of the agenda has been completed. CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 3 all to thrive by building on our foundation and success as a world class community." 3 of 725 CONSENT CALENDARS: The following Consent Calendar items are expected to be routine and noncontroversial. They will be acted upon without discussion unless an item is removed by Council Member for discussion. Members of the City Council also sit as the Fire Board, Housing Successor Agency, Successor Agency, and Public Finance Authority and may act on the consent calendar for those bodies as part of a single motion with the City Council consent calendar. D. CONSENT CALENDAR D1. Consideration of Meeting Minutes for Regular Meetings of August 16, 2023 and Special Joint City 7 Council and Planning Commission Meeting of August 16, 2023. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of$4,079,849.90 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California 14 Gas Company) in the Total Amount of $10,924,366.29 Dated August 08, 2023, Through August 27, 2023, and City and Fire District Electronic Debit Registers for the Month of July in the Total Amount of $8,799,633.73. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern 31 California Gas Company in the Total Amount of $10,585.98 Dated August 08, 2023, Through August 27, 2023. (CITY/FIRE) D4. Consideration to Accept Grant Revenue in the Amount of $77,235 from the Edward Byrne Memorial Justice Assistance Grant (JAG) for Fiscal Years 2020, 2021 and 2022 and Authorize Appropriation of 33 these Funds and $1,000 from Law Enforcement Reserve Funds to Purchase Equipment for the Rancho Cucamonga Police Department. (CITY) D5. Consideration to Appropriate Grant Revenue in the Amount of$45,000 Awarded by the ASPCA for the 35 Purchase of Large Animal Disaster Response Equipment and Supplies. (CITY) D6. Consideration of the Purchase of Holmatro Electric Extrication Rescue Tools in the Amount of$104,890 37 from Western Extrication Specialist, Inc. as a Single Source Vendor. (FIRE) D7. Consideration to Approve a Professional Services Agreement with AudienceView for Ticketing Services in the Amount of$55,000 Plus a 10% Contingency for the Lewis Family Playhouse and Randall Lewis 39 Second Story and Beyond® Services. (CITY) D8. Consideration to Approve a One-Year Extension of a Professional Services Agreement with Central 157 Square, Inc. for Maintenance and Support in the Amount of$141,915. (CITY) D9. Consideration to Approve a Three-Year Support and Maintenance Agreement with HLP Inc. in the 180 Amount of$107,530. (CITY) D10. Consideration to Approve an Extension of an Agreement for Professional Services with Palmer 198 Consulting for Project Management Services in the Amount of$85,000. (CITY) D11. Consideration of Amendment No. 1 to the Professional Services Agreement with Brodart Co. (Contract 220 No. 2019-168) for Materials Acquisitions Services in an Amount Not to Exceed $450,000. (CITY) CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 4 all to thrive by building on our foundation and success as a world class community." 4 of 725 D12. Consideration of a Power Purchase Agreement with VS HW NAPA A, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 13160 Napa Street, 224 Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement, Operating Memorandum and Any Related Documents. (CITY) D13. Consideration of a Power Purchase Agreement with VS BI 4th St RCMU, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 12434 297 Fourth Street, Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement and Any Related Documents. (CITY) D14. Consideration of Amendment No. 1 to the Professional Services Agreement with Environment Planning 369 Development Solutions, Inc. for Environmental Compliance Services for Cucamonga Canyon and the Morgan Ranch Trailhead to the Scope of Work. (CITY/FIRE) D15. Consideration of a Resolution Establishing a 25 Miles Per Hour Speed Limit on Hermosa Avenue 435 between Hamilton Street and Victoria Street. This Item is Exempt from the California Environmental Quality Act Pursuant to CEQA Guidelines Section 15061(b)(3). (RESOLUTION NO. 2023-098) (CITY) D16. Consideration of a Resolution Adopting the Measure I Five-Year Capital Project Needs Analysis 441 covering Fiscal Years 2024/2025 Through 2028/2029. (RESOLUTION NO. 2023-099) (CITY) D17. Consideration of a Resolution Adopting a Generating Facility Interconnection Electric Service Rule to 453 the Rancho Cucamonga Municipal Utility's Rules and Regulations. (RESOLUTION NO. 2023-100) (CITY) D18. Consideration of a Resolution Adopting Parking Restrictions at Parks and Recreational Trails and 488 Making a Finding of Exemption From the California Environmental Quality Act (CEQA) Pursuant to Section 15061(b)(3) of the CEQA Guidelines. (RESOLUTION NO. 2023-101) (CITY) D19. Consideration to Adopt a Resolution Approving an Update to the Rancho Cucamonga Fire Protection 493 District Personnel Rules and Regulations and the Manual of Operations - Employee Performance Evaluation, Amending the Firefighter Probationary Period. (RESOLUTION NO. FD 2023-038) (FIRE) D20. Consideration of a Resolution Declaring Support for Brightline West and the Nevada Department of Transportation's Federal-State Partnership for Their Intercity Passenger Rail Grant Application to the 498 United States Department of Transportation. (RESOLUTION NO. 2023-103) (CITY) E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION F. ADMINISTRATIVE HEARING ITEM(S) G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT G1. Public Hearing for Consideration to Approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER). (CITY) 502 H. CITY MANAGER'S STAFF REPORT(S) H1. Fire District Staffing and Response Planning. (FIRE) 721 CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 5 all to thrive by building on our foundation and success as a world class community." 5 of 725 I. COUNCIL BUSINESS 11. COUNCIL ANNOUNCEMENTS (Comments to be limited to three minutes per Council Member.) 12. INTERAGENCY UPDATES (Update by the City Council to the community on the meetings that were attended.) J. CITY ATTORNEY ITEMS K. IDENTIFICATION OF ITEMS FOR NEXT MEETING L. ADJOURNMENT Adjourn to Tuesday, September 19, 2023, at 7:00 p.m. CERTIFICATION I, Linda A.Troyan, MMC, City Clerk Services Director of the City of Rancho Cucamonga, or my designee, hereby certify under penalty of perjury that a true, accurate copy of the foregoing agenda was posted on at least seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive, Rancho Cucamonga, California and on the City's website. LINDA A.TROYAN, MMC CITY CLERK SERVICES DIRECTOR If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's office at(909)477-2700. Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired. CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 6 all to thrive by building on our foundation and success as a world class community." 6 of 725 August 16, 2023 CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, HOUSING SUCCESSOR AGENCY, SUCCESSOR AGENCY, PUBLIC FINANCE AUTHORITY AND CITY COUNCIL REGULAR MEETINGS MINUTES The City Council of the City of Rancho Cucamonga held a closed session on Wednesday, August 16, 2023, in the Tapia Conference Room at the Civic Center, 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott and Mayor L. Dennis Michael Absent were: Mayor Pro Tern Lynne Kennedy and Council Member Stickler Also present were: John Gillison, City Manager; Elisa Cox, Assistant City Manager; Nicholas Ghirelli, City Attorney; Matt Burris, Deputy City Manager/Economic and Community Development and Julie Sowles, Deputy City Manager/Civic and Cultural Services. A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) No public communications were made. C. CITY MANAGER ANNOUNCEMENTS D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH LABOR NEGOTIATORS JOHN GILLISON, CITY MANAGER AND ELISA COX,ASSISTANT CITY MANAGER PER GOVERNMENT CODE SECTION 54954.2 REGARDING LABOR NEGOTIATIONS WITH THE EXECUTIVE MANAGEMENT GROUP. (CITY) D2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY) D3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY IDENTIFIED AS PARCEL NUMBERS 0227-121-56-0000 COMMONLY KNOWN AS ADDRESS 7089 ETIWANDA AVENUE, RANCHO CUCAMONGA, CA 91730; NEGOTIATING PARTIES MATT BURRIS, DEPUTY CITY MANAGER ECONOMIC AND COMMUNITY DEVELOPMENT, REPRESENTING THE CITY OF RANCHO CUCAMONGA, RAYMOND WOLFE, EXECUTIVE DIRECTOR, REPRESENTING SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY (SBCTA), REGARDING PRICE AND TERMS. (CITY) August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 7 of 725 City of Rancho Cucamonga I Page 1 of 6 D4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY IDENTIFIED AS PARCEL NUMBERS 0227-121-55 COMMONLY KNOWN AS ADDRESS 7092 ETIWANDA AVENUE, RANCHO CUCAMONGA, CA 91730; NEGOTIATING PARTIES MATT BURRIS, DEPUTY CITY MANAGER ECONOMIC AND COMMUNITY DEVELOPMENT, REPRESENTING THE CITY OF RANCHO CUCAMONGA, RICHARD HAMM, REPRESENTING PELICAN COMMUNITIES, REGARDING PRICE AND TERMS. (CITY) D5. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. TOWER OF POWER CORPORATION, ET AL., SBSC CASE NO.: CIVSB2110388. (CITY) D6. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION PURSUANT TO PARAGRAPH(1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: PEPE'S INC. V. CITY OF RANCHO CUCAMONGA, UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 5:20CV02506JGBSP (CITY) E. RECESS The closed session recessed at 6:05 p.m. REGULAR MEETING - 7:00 PM CALL TO ORDER- COUNCIL CHAMBERS The Regular meetings of the Rancho Cucamonga Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and the City of Rancho Cucamonga City Council were held on August 16, 2023, in the Council Chambers at City Hall, located at 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott and Mayor L. Dennis Michael. Absent were: Mayor Pro Tern Lynne Kennedy and Council Member Stickler. Also present were: John Gillison, City Manager; Nicholas Ghirelli, City Attorney; and Patricia Bravo- Valdez, MMC, Deputy Director of City Clerk Services. Council Member Scott led the Pledge of Allegiance. A. AMENDMENTS TO THE AGENDA None. B. ANNOUNCEMENT/ PRESENTATIONS None. Mayor Michael announced that at the conclusion of the City Council meeting, the City Council will have a moment of silence and adjourn the meeting in memory of the three fallen Cal Fire/Riverside County Fire Department firefighters: Fire Captain Tim Rodriguez; Assistant Chief Josh Bischof; and Pilot Tony Sousa, who made the ultimate sacrifice in a mid-air helicopter crash while responding to a blaze in Cabazon. August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 8 of 725 City of Rancho Cucamonga I Page 2 of 6 C. PUBLIC COMMUNICATIONS Jeff Pryor, spoke about the public comment period and requested the city allow four minutes per speaker instead of three minutes per speaker. Heather Parsons, Rancho Cucamonga Chamber of Commerce, introduced Ashely Willis from VIP Solutions, who provided information on the support system VIP provides for adults with disabilities. Bill Kaufman, spoke in support of marijuana dispensaries and potential revenues for the city. Ashley Romero, Pomona Valley Pride Center, shared resources available to the community. Jesus Garcia-Torres, Pomona Valley Pride Center, shared information on programs available and shared an invitation to their 3rd Annual Gala on October 7, 2023. Edin Enamorado, spoke about a protest that took place in Rancho Cucamonga,first amendment rights, police resources and activity during the protest. Yesenia Miranda Meza, spoke regarding police allocations at a protest in Rancho Cucamonga. Jojo, spoke about a protest that took place in Rancho Cucamonga, first amendment rights and racism. Xochitl Gonzalez, spoke about a protest that took place in Rancho Cucamonga and first amendment rights. Mayor Michael clarified that Detective Peelman referenced by public speakers who spoke regarding a protest during public comment is an employee of the City of Upland and not an employee of the city. D. CONSENT CALENDAR D1. Consideration of Meeting Minutes for Regular Meetings of August 2, 2023. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,091,304.63 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of$9,072,963.82 Dated July 25, 2023, Through August 07, 2023. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of$14,137.87 Dated July 25, 2023, Through August 07, 2023. (CITY/FIRE) D4. Consideration to Receive and File Current Investment Schedules as of July 31, 2023 for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE) D5. Consideration of the City Council to Reappoint Committee Members to the Community Parks and Landscape Citizens' Oversight Committee. (CITY) D6. Consideration to Approve a Single-Source Procurement and Execute a Contract with ASSI Security for the Purchase of Equipment and Upgrade the Security Access Control System at the Civic Center and the Stadium in an Amount Not to Exceed $466,750. (CITY) D7. Consideration of Amendment No. 1 to Contract CO#2021-123 with KVL Tires, Inc(Formerly Eagle Road Service & Tire, Inc) for Roadside Service and Tire Repair in an Amount Not to Exceed $50,000 for FY 2023/2024. (CITY) August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 9 of 725 City of Rancho Cucamonga I Page 3 of 6 D8. Consideration of Amendment No. 2 to the Professional Services Agreement with NEOGOV, Contract# 17-199, for Applicant Tracking Software Services Extending Agreement Term to August 8, 2024, Including Addition of Attract Subscription, a New Candidate Relationship Manager Tool, Not to Exceed $86,575 for Fiscal Year 2023-24. (CITY) D9. Consideration to Accept as Complete, File the Notice of Completion and Authorize Release of Retention and Bonds for the Foothill Boulevard Pavement Rehabilitation Project and the Yellowwood Place Connection Project. (CITY) D10. Consideration to Accept Public Improvements on the West Side of Hellman Avenue and the Terminus of Eiger Way, per Improvement Agreement, for Tentative Parcel Map SUBTPM16482 as Complete, File a Notice of Completion and Authorize Release of Bonds. (CITY) D11. Consideration of Resolutions Declaring Pursuant to Government Code Section 54221 that Certain Real Properties Owned by the City are Surplus Land and Not Necessary for City Use, Finding that Such Declaration is Exempt from Environmental Review Under the California Environmental Quality Act, and Taking Related Actions Thereto. (RESOLUTION NOS. 2023- 095 AND 2023-096) (CITY) D12. Consideration of a Resolution Adopting the Measure I Five-Year Capital Improvement Plan Covering Fiscal Years 2023/2028. (RESOLUTION NO. 2023-097) (CITY) D13. Consideration to Adopt a Resolution Updating the Fiscal Year 2023-24 Salary Schedule for the Executive Management Group. (RESOLUTION NO. 2023-094) (CITY) MOTION: Moved by Council Member Hutchison, seconded by Council Member Scott, to approve the Consent Calendar Agenda items D1 through D13, with Council Member/Board Member Scott abstaining on item D3. Motion carried 3-0-2; Mayor Pro Tern Kennedy and Council Member Stickler, absent. E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION E1. Consideration of Second Reading and Adoption of the Following: ORDINANCE NO. 1021 AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, AMENDING SECTION 10.52.025 OF THE RANCHO CUCAMONGA MUNICIPAL CODE TO ADD THE HERMOSA FOOTHILL PAID PARKING ZONE AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT E2. Consideration of Second Reading and Adoption of the Following: ORDINANCE NO. 1020 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, AMENDING SECTION 2.16.030 OF THE RANCHO CUCAMONGA MUNICIPAL CODE PERTAINING TO SALARIES FOR MAYOR AND MEMBERS OF THE CITY COUNCIL MOTION: Moved by Council Member Hutchison, seconded by Council Member Scott, to waive full reading and adopt Ordinance Nos. 1021 and 1020 by title only. Patricia Bravo-Valdez, MMC, Deputy Director of City Clerk Services, read the title of Ordinance Nos. 1021 and 1020. VOTES NOW CAST ON MOTION: Moved by Council Member Hutchison, seconded by Council Member Scott, to waive full reading and adopt Ordinance Nos. 1021 and 1020 by title only. Motion carried 3-0-2; Mayor Pro Tern Kennedy and Council Member Stickler, absent. August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 10 of 725 City of Rancho Cucamonga I Page 4 of 6 F. ADMINISTRATIVE HEARING ITEM(S) None. G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT G1. PUBLIC HEARING FOR DESIGN REVIEW AND CONDITIONAL USE PERMIT— PATRIOT PARTNERS-A Request to Construct and Operate One (1)Warehouse/Distribution Building Totaling 86,194 Square Feet within the Neo-Industrial (NI)District, Located on the South Side of Whittram Avenue Between Etiwanda Avenue and Hickory Avenue at 13045 Whittram Avenue; APNs: 0229-162-05, -04, -11, -12, and -13. This Item is Exempt from the Requirements of the California Environmental Quality Act (CEAQ) Under CEQA Section 15332—In-Fill Development Projects. (Design Review DRC2022-00156 and Conditional Use Permit DRC2023-00142). (RESOLUTION NO. 2023-092 AND RESOLUTION NO. 2023- 093) (CITY) City Manager Gillison introduced Sean McPherson, Senior Planner, who gave the staff report for item G1. Mayor Michael opened the Public Hearing. Kevin Rice, Applicant, noted he appreciates building the project in the city. Mayor Michael closed the Public Hearing. MOTION: Moved by Council Member Scott, seconded by Council Member Hutchison, to approve staff's recommendation and adopt Resolution Nos. 2023-092 and 2023-093. Motion carried 3-0-2; Mayor Pro Tern Kennedy and Council Member Stickler, absent. G2. Public Hearing to Consider Amending the Towed Vehicle Release Fee for the Police Department and Consider a Resolution Approving Such Fee and Authorizing an Automatic Annual Adjustment to the Fee. (RESOLUTION NO. 2023-098) (CITY) City Manager Gillison introduced Adriana Camacho, Management Aide and Elisa Cox, Assistant City Manager, who gave the staff report for item G2. Mayor Michael opened the Public Hearing. There were no public communications. Mayor Michael closed the Public Hearing. MOTION: Moved by Council Member Hutchison, seconded by Council Member Scott, to adopt Resolution No. 2023-098. Motion carried 3-0-2; Mayor Pro Tern Kennedy and Council Member Stickler, absent. H. CITY MANAGER'S STAFF REPORT(S) None. I. COUNCIL BUSINESS 11. COUNCIL ANNOUNCEMENTS Council Member Scott voiced pleasure in the opening of several new restaurants in the city. August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 11 of 725 City of Rancho Cucamonga I Page 5 of 6 12. INTER-AGENCY UPDATES None. J. CITY ATTORNEY ITEMS City Attorney Ghirelli reported no action was taken in Closed Session since a quorum of the City Council was not present for the meeting. K. IDENTIFICATION OF ITEMS FOR NEXT MEETING None. L. ADJOURNMENT Mayor Michael adjourned the Council Meeting at 7:41 p.m. in memory of the three fallen Cal Fire/Riverside County Fire Department firefighters: Fire Captain Tim Rodriguez; Assistant Chief Josh Bischof; and Pilot Tony Sousa. Approved: Linda A. Troyan, MMC City Clerk Services Director August 16, 2023 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes 12 of 725 City of Rancho Cucamonga I Page 6 of 6 August 16, 2023 CITY OF RANCHO CUCAMONGA JOINT CITY COUNCIL AND PLANNING COMMISSION/HISTORIC PRESERVATION COMMISSION SPECIAL MEETING MINUTES CALL TO ORDER A special meeting of the Rancho Cucamonga City Council and Planning Commission was held on Wednesday,August 16,2023 in the Tri-Communities Conference Room, 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. Mayor L. Dennis Michael called the meeting to order at 3:00 p.m. Present were: Council Member Scott and Mayor Michael. Absent were: Mayor Pro Tern Kennedy and Council Members Stickler and Hutchison. No City Council quorum present; no action to be taken. Present were: Planning Commission Members Boling, Daniels,Williams, Vice Chair Morales and Chairman Dopp. Also present were: John Gillison, City Manager; Elisa Cox, Assistant City Manager; Matt Burris, Deputy City Manager/Economic and Community Development; Matt Marquez, Director of Planning and Economic Development and Patricia Bravo-Valdez, Deputy Director of City Clerk Services. Planning Commissioner Diane Williams led the Pledge of Allegiance. A. PUBLIC COMMUNICATIONS No public communications were made. B. ITEMS FOR DISCUSSION B1. Economic Development for Local Government. (CITY) City Manager Gillison introduced Matt Marquez, Director of Planning and Economic Development, who provided an update on the Economic Development Plan and introduced Gurbax Sahota, President/CEO of the California Association for Local Economic Development. Ms. Sahota provided a PowerPoint presentation and reviewed the following items: public sector role in economic development, benefits of economic development, industry clusters, impact and diversity, forms of economic development, what Rancho Cucamonga is doing and working on and measuring success. City Council, Planning Commissioners and staff reviewed priorities and opportunities for economic development in the city. C. ADJOURNMENT Mayor Michael adjourned the Special meeting at 4:25 p.m. Approved: Linda A. Troyan, MMC City Clerk Services Director *DRAFT* August 16, 2023 City Council and Planning Commission Joint Special Meeting Minutes I Page 1 of 1 13 of 725 ti NONRR � a CITY OF RANCHO CUCAMONGA m �l DATE: September 6, 2023 TO: Mayor and Members of the City Council President and Members of the Boards of Directors FROM: John R. Gillison, City Manager INITIATED BY: Tamara L. Oatman, Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT: Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $4,079,849.90 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of$10,924,366.29 Dated August 08, 2023, Through August 27, 2023, and City and Fire District Electronic Debit Registers for the Month of July in the Total Amount of $8,799,633.73. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Bi-weekly payroll is $2,505,037.66 and $1,574,812.24 for the City and the Fire District, respectively. Weekly check register amounts are $9,344,482.16 and $1,579,884.13 for the City and the Fire District, respectively. Electronic Debit Register amounts are $5,322,661.71 and $3,476,972.02 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register Attachment 2 - Electronic Debit Register 14 of 725 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00016282 08/09/2023 AMG&ASSOCIATES INC 7,006.72 800,180.34 807,187.06 *** AP 00016283 08/09/2023 FEHR&PEERS 2,255.00 0.00 2,255.00 AP 00016284 08/09/2023 YUNEX LLC 8,437.59 0.00 8,437.59 AP 00016285 08/09/2023 360 DEEP CLEANING LLC 0.00 7,020.00 7,020.00 AP 00016286 08/09/2023 ABSOLUTE SECURITY INTERNATIONAL INC 7,289.44 0.00 7,289.44 AP 00016287 08/09/2023 AMAZON WEB SERVICES INC 4,099.11 0.00 4,099.11 AP 00016288 08/09/2023 BERNELL HYDRAULICS INC 724.91 0.00 724.91 AP 00016289 08/09/2023 CALIF GOVERNMENT VEBA/RANCHO CUCAMONGA 27,124.29 0.00 27,124.29 AP 00016290 08/09/2023 MIDWEST TAPE LLC 4,430.44 0.00 4,430.44 AP 00016291 08/09/2023 RCCEA 1,441.00 0.00 1,441.00 AP 00016292 08/09/2023 RCPFA 13,553.74 0.00 13,553.74 AP 00016293 08/09/2023 SAN BERNARDINO COUNTY SHERIFF'S DEPT 4,132,008.00 0.00 4,132,008.00 AP 00016294 08/09/2023 SAN BERNARDINO COUNTY 40.00 96.00 136.00 *** AP 00016295 08/09/2023 YUNEX LLC 1,761.14 0.00 1,761.14 AP 00016296 08/16/2023 COLLABORATIVE SOLUTIONS LLC 2,055.88 0.00 2,055.88 AP 00016297 08/16/2023 FACILISERV INC 955.00 0.00 955.00 AP 00016298 08/16/2023 GENERATOR SERVICES CO INC 579.06 0.00 579.06 AP 00016299 08/16/2023 MICHAEL BAKER INTERNATIONAL INC 14,000.00 0.00 14,000.00 AP 00016300 08/16/2023 RICHARDS WATSON&GERSHON 27,277.60 0.00 27,277.60 AP 00016301 08/16/2023 SEDGWICK CLAIMS MANAGEMENT SERVICES INC 0.00 23,312.50 23,312.50 AP 00016302 08/16/2023 YUNEX LLC 92,076.55 0.00 92,076.55 AP 00016303 08/16/2023 ABSOLUTE SECURITY INTERNATIONAL INC 32,544.67 0.00 32,544.67 AP 00016304 08/16/2023 ARNOLD FIELDS PAINTING 48,374.00 0.00 48,374.00 AP 00016305 08/16/2023 ASSI SECURITY 2,600.00 3,750.00 6,350.00 *** AP 00016306 08/16/2023 BERNELL HYDRAULICS INC 0.00 14.89 14.89 AP 00016307 08/16/2023 COLLABORATIVE SOLUTIONS LLC 110,575.00 0.00 110,575.00 AP 00016308 08/16/2023 CONFIRE JPA 0.00 251,553.85 251,553.85 AP 00016309 08/16/2023 CRAFCOINC 743.48 0.00 743.48 AP 00016310 08/16/2023 DIAMOND ENVIRONMENTAL SERVICES 332.96 0.00 332.96 AP 00016311 08/16/2023 ELECNOR BELCO ELECTRIC INC 26,559.34 0.00 26,559.34 AP 00016312 08/16/2023 GOLDEN SUN ENTERPRISE INC 474,370.15 0.00 474,370.15 AP 00016313 08/16/2023 SAN BERNARDINO COUNTY 55.00 0.00 55.00 AP 00016314 08/16/2023 VIGILANT SOLUTIONS LLC 29,163.32 0.00 29,163.32 AP 00016315 08/16/2023 YUNEX LLC 3,522.28 0.00 3,522.28 AP 00016316 08/23/2023 CALIF GOVERNMENT VEBA/RANCHO CUCAMONGA 40,649.35 0.00 40,649.35 AP 00016317 08/23/2023 CIVIC SOLUTIONS INC 13,015.00 0.00 13,015.00 AP 00016318 08/23/2023 GOLDEN STATE RISK MANAGEMENT AUTHORITY 132,734.00 1,393.00 134,127.00 *** AP 00016319 08/23/2023 HERC RENTALS INC 1,389.43 0.00 1,389.43 AP 00016320 08/23/2023 HUITT-ZOLLARS INC 525.25 0.00 525.25 AP 00016321 08/23/2023 RCCEA 1,441.00 0.00 1,441.00 AP 00016322 08/23/2023 RCPFA 13,550.28 0.00 13,550.28 AP 00016323 08/23/2023 RIVERSIDE,CITY OF 6,909.00 0.00 6,909.00 AP 00016324 08/23/2023 SHELL ENERGY NORTH AMERICA 592,881.93 0.00 592,881.93 AP 00016325 08/23/2023 WORKDAY INC 202,310.00 63,890.00 266,200.00 *** AP 00016326 08/23/2023 FEHR&PEERS 78,974.40 0.00 78,974.40 AP 00016327 08/23/2023 MARY MCGRATH ARCHITECTS 0.00 8,576.00 8,576.00 AP 00016328 08/23/2023 MOFFATT&NICHOL 18,666.03 0.00 18,666.03 User: VLOPEZ-Veronica Lopez Page: 1 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 15 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00016329 08/23/2023 SARGENT TOWN PLANNING INC 74,484.00 0.00 74,484.00 AP 00016330 08/23/2023 YUNEX LLC 15,454.16 0.00 15,454.16 AP 00016331 08/24/2023 AHUMADA,ALEXANDER R 0.00 689.04 689.04 AP 00016332 08/24/2023 ALMAND,LLOYD 0.00 269.02 269.02 AP 00016333 08/24/2023 BANTAU,VICTORIA 0.00 415.50 415.50 AP 00016334 08/24/2023 BAZAL,SUSAN 0.00 269.02 269.02 AP 00016335 08/24/2023 BELL,MICHAEL L 0.00 1,834.18 1,834.18 AP 00016336 08/24/2023 BERRY,DAVID 0.00 689.04 689.04 AP 00016337 08/24/2023 BROCK,ROBIN 0.00 689.04 689.04 AP 00016338 08/24/2023 CAMPBELL,GERALD 0.00 415.50 415.50 AP 00016339 08/24/2023 CAMPBELL,STEVEN 0.00 689.04 689.04 AP 00016340 08/24/2023 CARNES,KENNETH 0.00 132.25 132.25 AP 00016341 08/24/2023 CLABBY,RICHARD 0.00 1,358.28 1,358.28 AP 00016342 08/24/2023 CLOUGHESY,DONALD R 0.00 2,429.73 2,429.73 AP 00016343 08/24/2023 CORCORAN,ROBERT ANTHONY 0.00 841.59 841.59 AP 00016344 08/24/2023 COSTELLO,DENNIS M 0.00 2,459.14 2,459.14 AP 00016345 08/24/2023 COX,KARL 0.00 689.04 689.04 AP 00016346 08/24/2023 CRANE,RALPH 0.00 689.04 689.04 AP 00016347 08/24/2023 CROSSLAND,WILBUR 0.00 415.50 415.50 AP 00016348 08/24/2023 CURATALO,JAMES 0.00 1,261.61 1,261.61 AP 00016349 08/24/2023 DAGUE,JAMES 0.00 689.04 689.04 AP 00016350 08/24/2023 DAVENPORT,JAY 0.00 2,459.14 2,459.14 AP 00016351 08/24/2023 DE ANTONIO,SUSAN 0.00 841.59 841.59 AP 00016352 08/24/2023 DEANS,JACKIE 0.00 269.02 269.02 AP 00016353 08/24/2023 EAGLESON,MICHAEL 0.00 1,834.18 1,834.18 AP 00016354 08/24/2023 EGGERS,ROBERT 0.00 689.04 689.04 AP 00016355 08/24/2023 FEJERAN,TIM 0.00 1,811.06 1,811.06 AP 00016356 08/24/2023 FRITCHEY,JOHN D 0.00 521.58 521.58 AP 00016357 08/24/2023 HEYDE,DONALD 0.00 689.04 689.04 AP 00016358 08/24/2023 HOLT,DANNY G 0.00 1,361.42 1,361.42 AP 00016359 08/24/2023 INTERLICCHIA,ROSALYN 0.00 269.02 269.02 AP 00016360 08/24/2023 JERKINS,PATRICK 0.00 1,358.28 1,358.28 AP 00016361 08/24/2023 KIRKPATRICK,WILLIAM M 0.00 791.73 791.73 AP 00016362 08/24/2023 LANE,WILLIAM 0.00 689.04 689.04 AP 00016363 08/24/2023 LARKIN,DAVID W 0.00 603.64 603.64 AP 00016364 08/24/2023 LEE,ALLAN J 0.00 269.02 269.02 AP 00016365 08/24/2023 LENZE,PAUL E 0.00 689.04 689.04 AP 00016366 08/24/2023 LONCAR,PHILIP 0.00 1,856.80 1,856.80 AP 00016367 08/24/2023 LONGO,JOE 0.00 132.25 132.25 AP 00016368 08/24/2023 LUTTRULL,DARRELL 0.00 415.50 415.50 AP 00016369 08/24/2023 MACKALL,BEVERLY 0.00 132.25 132.25 AP 00016370 08/24/2023 MAYFIELD,RON 0.00 689.04 689.04 AP 00016371 08/24/2023 MCKEE,JOHN 0.00 689.04 689.04 AP 00016372 08/24/2023 MCNEIL,KENNETH 0.00 689.04 689.04 AP 00016373 08/24/2023 MICHAEL,L.DENNIS 0.00 689.04 689.04 AP 00016374 08/24/2023 MORGAN,BYRON 0.00 1,278.46 1,278.46 AP 00016375 08/24/2023 MYSKOW,DENNIS 0.00 1,358.28 1,358.28 User: VLOPEZ-Veronica Lopez Page: 2 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 1,V5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00016376 08/24/2023 NAUMAN,MICHAEL 0.00 415.50 415.50 AP 00016377 08/24/2023 NELSON,MARY JANE 0.00 132.25 132.25 AP 00016378 08/24/2023 NOREEN,ERIC 0.00 2,429.73 2,429.73 AP 00016379 08/24/2023 O'BRIEN,TOM 0.00 1,834.18 1,834.18 AP 00016380 08/24/2023 PLOUNG,MICHAEL J 0.00 689.04 689.04 AP 00016381 08/24/2023 POST,MICHAEL R 0.00 1,856.80 1,856.80 AP 00016382 08/24/2023 PROULX,PATRICK 0.00 1,261.61 1,261.61 AP 00016383 08/24/2023 REDMOND,MICHAEL 0.00 689.04 689.04 AP 00016384 08/24/2023 ROBERTS,BRENT 0.00 852.90 852.90 AP 00016385 08/24/2023 ROBERTS,CHERYL L 0.00 2,459.14 2,459.14 AP 00016386 08/24/2023 ROEDER,JEFFREY 0.00 1,261.61 1,261.61 AP 00016387 08/24/2023 ROJER,IVAN M 0.00 1,811.06 1,811.06 AP 00016388 08/24/2023 SALISBURY,THOMAS 0.00 689.04 689.04 AP 00016389 08/24/2023 SMITH,RONALD 0.00 415.50 415.50 AP 00016390 08/24/2023 SORENSEN,SCOTT D 0.00 1,272.92 1,272.92 AP 00016391 08/24/2023 SPAIN,WILLIAM 0.00 415.50 415.50 AP 00016392 08/24/2023 SULLIVAN,JAMES 0.00 415.50 415.50 AP 00016393 08/24/2023 TAYLOR,STEVEN 0.00 2,429.73 2,429.73 AP 00016394 08/24/2023 TOLL,RICHARD 0.00 2,429.73 2,429.73 AP 00016395 08/24/2023 TULEY,TERRY 0.00 1,834.18 1,834.18 AP 00016396 08/24/2023 VANDERKALLEN,FRANCIS 0.00 689.04 689.04 AP 00016397 08/24/2023 VARNEY,ANTHONY 0.00 689.04 689.04 AP 00016398 08/24/2023 WALTON,KEVIN 0.00 1,392.71 1,392.71 AP 00016399 08/24/2023 YOWELL,TIMOTHY A 0.00 689.04 689.04 AP 00439000 08/09/2023 ABC LOCKSMITHS INC 916.21 0.00 916.21 AP 00439001 08/09/2023 AIRGAS USA LLC 0.00 359.35 359.35 AP 00439002 08/09/2023 BANK OF NEW YORK MELLON,THE 1,750.00 1,422.57 3,172.57 *** AP 00439003 08/09/2023 BRIGHTVIEW LANDSCAPE SERVICES INC 1,815.29 0.00 1,815.29 AP 00439004 08/09/2023 CALIF DEPARTMENT OF TRANSPORTATION 13,454.80 0.00 13,454.80 AP 00439005 08/09/2023 CITIZENS BUSINESS BANK 368.78 42,114.75 42,483.53 *** AP 00439006 08/09/2023 COMMUNITY WORKS DESIGN GROUP 1,076.76 0.00 1,076.76 AP 00439007 08/09/2023 FERGUSON ENTERPRISES LLC#1350 398.46 0.00 398.46 AP 00439008 08/09/2023 FOOTHILL VACUUM&JANITORIAL 0.00 40.84 40.84 AP 00439009 08/09/2023 GENTRY GENERAL ENGINEERING INC 2,801.10 0.00 2,801.10 AP 00439010 08/09/2023 GRAINGER 98.96 0.00 98.96 AP 00439011 08/09/2023 HENRY SCHEIN INC 0.00 875.43 875.43 AP 00439012 08/09/2023 HERITAGE WELLNESS COLLECTIVE 1,008.00 0.00 1,008.00 AP 00439013 08/09/2023 INLAND EMPIRE PROPERTY SERVICE INC 0.00 220.00 220.00 AP 00439014 08/09/2023 INTERSTATE ALL BATTERY CENTER 713.54 0.00 713.54 AP 00439015 08/09/2023 ITERIS INC 1,100.00 0.00 1,100.00 AP 00439016 08/09/2023 ITERIS INC 1,100.00 0.00 1,100.00 AP 00439017 08/09/2023 LN CURTIS&SONS 0.00 4,995.73 4,995.73 AP 00439018 08/09/2023 MARIPOSA LANDSCAPES INC 128,504.19 0.00 128,504.19 AP 00439019 08/09/2023 NATIONAL UTILITY LOCATORS LLC 910.00 0.00 910.00 AP 00439020 08/09/2023 NAUMANN HOBBS MATERIAL HANDLING 18,530.46 0.00 18,530.46 AP 00439021 08/09/2023 OCCUPATIONAL HEALTH CENTERS OF CA 832.16 0.00 832.16 AP 00439022 08/09/2023 ONWARD ENGINEERING 750.00 0.00 750.00 User: VLOPEZ-Veronica Lopez Page: 3 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 1TIIfiP5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439023 08/09/2023 ONWARD ENGINEERING 550.00 0.00 550.00 AP 00439024 08/09/2023 OWEN GROUP LIMITED PARTNERSHIP 49,230.00 16,410.00 65,640.00 *** AP 00439025 08/09/2023 PRISTINE UNIFORMS LLC 0.00 2,001.90 2,001.90 AP 00439026 08/09/2023 PSA PRINT GROUP 43.10 0.00 43.10 AP 00439027 08/09/2023 UNIVERSITY ENTERPRISES CORPORATION 6,250.00 0.00 6,250.00 AP 00439028 08/09/2023 URBAN LAND INSTITUTE 680.00 0.00 680.00 AP 00439029 08/09/2023 URBAN3 2,708.00 0.00 2,708.00 AP 00439030 08/09/2023 VISTA PAINT 24.94 0.00 24.94 AP 00439031 08/09/2023 VMWARE INC 47,710.12 47,710.12 95,420.24 *** AP 00439032 08/09/2023 ADVANTAGE SEALING SYSTEMS INC 426.69 0.00 426.69 AP 00439033 08/09/2023 AIRGAS USA LLC 5,094.27 0.00 5,094.27 AP 00439034 08/09/2023 AJ'S ENTERTAINMENT 1,900.00 0.00 1,900.00 AP 00439035 08/09/2023 ALLSTAR FIRE EQUIPMENT INC 0.00 699.30 699.30 AP 00439036 08/09/2023 AMAYA,MANUELA 88.00 0.00 88.00 AP 00439037 08/09/2023 AME BUILDERS INC 6,735.82 0.00 6,735.82 AP 00439038 08/09/2023 ANIMAL HEALTH DIAGNOSTIC CENTER 27.23 0.00 27.23 AP 00439039 08/09/2023 ANISHIKA MANAGEMENT INC 4,833.36 0.00 4,833.36 AP 00439040 08/09/2023 ATLAS PLANNING SOLUTIONS 0.00 4,546.00 4,546.00 AP 00439041 08/09/2023 AUTO&RV SPECIALISTS INC 63.70 0.00 63.70 AP 00439042 08/09/2023 BAKER&TAYLOR LLC 1,630.36 0.00 1,630.36 AP 00439043 08/09/2023 BILL&WAG'S INC 0.00 632.81 632.81 AP 00439044 08/09/2023 BRINKS INCORPORATED 2,852.78 0.00 2,852.78 AP 00439045 08/09/2023 C V W D 290.00 0.00 290.00 AP 00439048 08/09/2023 C V W D 66,500.81 0.00 66,500.81 AP 00439049 08/09/2023 CALIF UNDERGROUND FAC SAFE EXCAVATION BOARD 48.82 0.00 48.82 AP 00439050 08/09/2023 CALIFORNIA,STATE OF 50.00 0.00 50.00 AP 00439051 08/09/2023 CALIFORNIA,STATE OF 200.00 0.00 200.00 AP 00439052 08/09/2023 CARDIO PARTNERS INC 0.00 1,462.36 1,462.36 AP 00439053 08/09/2023 CARQUEST AUTO PARTS 1,023.83 0.00 1,023.83 AP 00439054 08/09/2023 CENTER STAGE ARTISTS INC 1,425.00 0.00 1,425.00 AP 00439055 08/09/2023 CHARTER COMMUNICATIONS 4,478.80 6,129.43 10,608.23 *** AP 00439056 08/09/2023 CHASING 7 DREAMS 116.88 0.00 116.88 AP 00439057 08/09/2023 CHUZE FITNESS RACHAS INC 15,000.00 0.00 15,000.00 AP 00439058 08/09/2023 CINTAS CORPORATION 2,023.65 159.67 2,183.32 *** AP 00439059 08/09/2023 CONOR CONSULTING LLC 225.00 0.00 225.00 AP 00439060 08/09/2023 COVETRUS NORTH AMERICA 1,179.65 0.00 1,179.65 AP 00439061 08/09/2023 DAN'S LAWNMOWER CENTER 0.00 550.99 550.99 AP 00439062 08/09/2023 DEPENDABLE COMPANY INC 37.50 0.00 37.50 AP 00439063 08/09/2023 DICUS SHERIFF-CORONER,SHANNON D 232.90 0.00 232.90 AP 00439064 08/09/2023 DIRECTV 5.57 0.00 5.57 AP 00439065 08/09/2023 ENGLISH,DENISE 500.00 0.00 500.00 AP 00439066 08/09/2023 EXPRESS BRAKE SUPPLY INC 1,242.36 0.00 1,242.36 AP 00439067 08/09/2023 FIRE APPARATUS SOLUTIONS 0.00 3,586.54 3,586.54 AP 00439068 08/09/2023 FIRST AMERICAN DATA TREE LLC 150.00 0.00 150.00 AP 00439069 08/09/2023 FRANKLIN TRUCK PARTS INC 0.00 1,244.87 1,244.87 AP 00439070 08/09/2023 FRONTIER COMM 1,493.84 458.70 1,952.54 *** AP 00439071 08/09/2023 G/M BUSINESS INTERIORS 0.00 3,583.00 3,583.00 User: VLOPEZ-Veronica Lopez Page: 4 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout t$ ZS 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439072 08/09/2023 GAZDIK,MARY 667.99 0.00 667.99 AP 00439073 08/09/2023 GIMMAL LLC 1,071.64 0.00 1,071.64 AP 00439074 08/09/2023 GLASS,TRACI 1,107.00 0.00 1,107.00 AP 00439075 08/09/2023 GLOBALSTAR USA 177.23 0.00 177.23 AP 00439076 08/09/2023 GOLDEN OAKS VET HOSPITAL 200.00 0.00 200.00 AP 00439077 08/09/2023 GRAINGER 2,559.45 122.65 2,682.10 *** AP 00439078 08/09/2023 HI-LINE ELECTRIC COMPANY 617.45 0.00 617.45 AP 00439079 08/09/2023 HILL'S PET NUTRITION SALES INC 215.59 0.00 215.59 AP 00439080 08/09/2023 HOFFMAN,WILLIAM 10,000.00 0.00 10,000.00 AP 00439081 08/09/2023 HOLLIDAY ROCK CO INC 2,702.85 0.00 2,702.85 AP 00439082 08/09/2023 HOMECOMING AT THE RESORT 44.54 0.00 44.54 AP 00439083 08/09/2023 HP COMMUNICATIONS INC 1,500.00 0.00 1,500.00 AP 00439084 08/09/2023 HUMANE SOCIETY OF SAN BERNARDINO VALLEY 246.00 0.00 246.00 AP 00439085 08/09/2023 ICMA 200.00 0.00 200.00 AP 00439086 08/09/2023 IMAGINE COURT REPORTING 334.81 0.00 334.81 AP 00439087 08/09/2023 INTERNATIONAL LANGUAGE SCHOOL FOR 2,058.00 0.00 2,058.00 AP 00439088 08/09/2023 INTERSTATE ALL BATTERY CENTER 270.67 0.00 270.67 AP 00439089 08/09/2023 IVANTI INC 28,536.00 0.00 28,536.00 AP 00439090 08/09/2023 JASSO,GABRIEL 91.00 0.00 91.00 AP 00439091 08/09/2023 JOHNNY ALLEN TENNIS ACADEMY 3,349.80 0.00 3,349.80 AP 00439092 08/09/2023 KLEIN PRODUCTS 367.10 0.00 367.10 AP 00439093 08/09/2023 LIEM,TIFFANY MICHELLE 1,020.00 0.00 1,020.00 AP 00439094 08/09/2023 LU'S LIGHTHOUSE INC 1,737.88 0.00 1,737.88 AP 00439095 08/09/2023 MAIN STREET SIGNS 673.38 0.00 673.38 AP 00439096 08/09/2023 MCELWAIN,LINDSAY 84.75 0.00 84.75 AP 00439097 08/09/2023 MCFADDEN-DALE HARDWARE 369.28 0.00 369.28 AP 00439098 08/09/2023 MEIXNER,FRANCESCA 253.00 0.00 253.00 AP 00439099 08/09/2023 MERRIMAC PETROLEUM INC 1,423.30 0.00 1,423.30 AP 00439100 08/09/2023 MOISA,DANIEL A 720.00 0.00 720.00 AP 00439101 08/09/2023 MWI ANIMAL HEALTH 365.70 0.00 365.70 AP 00439102 08/09/2023 NAPA AUTO PARTS 247.57 67.10 314.67 *** AP 00439103 08/09/2023 NATIONAL UTILITY LOCATORS LLC 2,850.00 0.00 2,850.00 AP 00439104 08/09/2023 NBS 2,957.50 0.00 2,957.50 AP 00439105 08/09/2023 NEW COLOR SILK SCREEN&GRAPHICS 50.10 0.00 50.10 AP 00439106 08/09/2023 ODP BUSINESS SOLUTIONS LLC 906.34 754.16 1,660.50 *** AP 00439107 08/09/2023 ONYEKONWU,ADANNA 54.42 0.00 54.42 AP 00439108 08/09/2023 ORANGE LINE OIL COMPANY 3,180.25 0.00 3,180.25 AP 00439109 08/09/2023 OTT,SHARON 1,209.00 0.00 1,209.00 AP 00439110 08/09/2023 PAZMINO,EDGAR P 500.00 0.00 500.00 AP 00439111 08/09/2023 PERSONAL EXPOSURE REPORTING 0.00 1,050.00 1,050.00 AP 00439112 08/09/2023 POSTAL PERFECT 240.00 0.00 240.00 AP 00439113 08/09/2023 PRE-PAID LEGAL SERVICES INC 53.36 0.00 53.36 AP 00439114 08/09/2023 PRO SALES GROUP INC 1,285.14 0.00 1,285.14 AP 00439115 08/09/2023 PSA PRINT GROUP 506.43 172.40 678.83 *** AP 00439116 08/09/2023 RANCHO SMOG CENTER 149.85 0.00 149.85 AP 00439117 08/09/2023 RAPHA PHYSICAL THERAPY INC 138.60 0.00 138.60 AP 00439118 08/09/2023 RBM LOCK&KEY SERVICE 6.50 0.00 6.50 User: VLOPEZ-Veronica Lopez Page: 5 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 15 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439119 08/09/2023 REACH MEDIA NETWORK 2,000.00 0.00 2,000.00 AP 00439120 08/09/2023 SAFETY-KLEEN SYSTEMS INC 0.00 539.66 539.66 AP 00439121 08/09/2023 SBPEA 2,609.34 0.00 2,609.34 AP 00439122 08/09/2023 SCL 0.00 6,183.05 6,183.05 AP 00439123 08/09/2023 SHRED PROS 120.00 0.00 120.00 AP 00439124 08/09/2023 SIGN SHOP,THE 0.00 129.30 129.30 AP 00439125 08/09/2023 SIGURDSON,JADE MICHAEL ANNE 468.00 0.00 468.00 AP 00439130 08/09/2023 SOUTHERN CALIFORNIA EDISON 23,938.51 6,838.96 30,777.47 *** AP 00439131 08/09/2023 SOUTHERN CALIFORNIA EDISON 23.57 0.00 23.57 AP 00439132 08/09/2023 SOUTHERN CALIFORNIA EDISON 1,701.88 3,971.07 5,672.95 *** AP 00439134 08/09/2023 SUN BADGE CO 0.00 1,482.10 1,482.10 AP 00439135 08/09/2023 SYSTEMS SOURCE INC 1,499.89 0.00 1,499.89 AP 00439136 08/09/2023 TELEFLEX LLC 0.00 2,439.88 2,439.88 AP 00439137 08/09/2023 THOMAS III,IRA 49.00 0.00 49.00 AP 00439138 08/09/2023 TORO TOWING 250.00 0.00 250.00 AP 00439139 08/09/2023 TRUEPOINT SOLUTIONS 5,280.00 0.00 5,280.00 AP 00439140 08/09/2023 U.S.BANK PARS ACCT#6746022500 1,405.22 0.00 1,405.22 AP 00439141 08/09/2023 U.S.BANK PARS ACCT#6746022500 19,289.24 0.00 19,289.24 AP 00439142 08/09/2023 UNDERGROUND SERVICE ALERT/SC 185.00 0.00 185.00 AP 00439143 08/09/2023 UNIVERSAL FLEET SUPPLY 0.00 559.69 559.69 AP 00439144 08/09/2023 UPS 49.05 0.00 49.05 AP 00439145 08/09/2023 VELOCITY TRUCK CENTERS 549.51 0.00 549.51 AP 00439146 08/09/2023 VERIZON WIRELESS-LA 6,940.32 0.00 6,940.32 AP 00439147 08/09/2023 VICTOR MEDICAL COMPANY 930.98 0.00 930.98 AP 00439148 08/09/2023 VICTORIA ANIMAL HOSPITAL 300.00 0.00 300.00 AP 00439149 08/09/2023 VISTA PAINT 1,108.59 0.00 1,108.59 AP 00439150 08/09/2023 VMWARE INC 3,993.86 3,993.86 7,987.72 *** AP 00439151 08/09/2023 VOLGISTICS INC 8,184.00 0.00 8,184.00 AP 00439152 08/09/2023 VSA INC 5,824.00 0.00 5,824.00 AP 00439153 08/09/2023 VULCAN MATERIALS COMPANY 630.27 0.00 630.27 AP 00439154 08/09/2023 WAXIE SANITARY SUPPLY 8,676.11 0.00 8,676.11 AP 00439155 08/09/2023 WINFUND INVESTMENT LLC 5,000.00 0.00 5,000.00 AP 00439156 08/09/2023 WT CONSTRUCTION SERVICES INC 11,108.00 0.00 11,108.00 AP 00439157 08/09/2023 WT.COX INFORMATION SERVICES 426.44 0.00 426.44 AP 00439158 08/09/2023 ZOLL MEDICAL CORPORATION 0.00 7,559.75 7,559.75 AP 00439159 08/14/2023 STATE FIRE TRAINING 0.00 100.00 100.00 AP 00439160 08/16/2023 49ER COMMUNICATIONS INC 0.00 774.00 774.00 AP 00439161 08/16/2023 AIRGAS USA LLC 0.00 714.68 714.68 AP 00439162 08/16/2023 ALLIED UNIVERSAL SECURITY SERVICES 13,009.68 0.00 13,009.68 AP 00439163 08/16/2023 AMTECH ELEVATOR SERVICES 51.00 0.00 51.00 AP 00439164 08/16/2023 BRIGHTVIEW LANDSCAPE SERVICES INC 21,363.63 0.00 21,363.63 AP 00439165 08/16/2023 CALIF DEPARTMENT OF CONSERVATION 244.62 0.00 244.62 AP 00439166 08/16/2023 CAN/AM TECHNOLOGIES INC 6,700.00 0.00 6,700.00 AP 00439167 08/16/2023 COVETRUS NORTH AMERICA 1,736.78 0.00 1,736.78 AP 00439168 08/16/2023 DUDEK 14,306.54 3,933.12 18,239.66 *** AP 00439169 08/16/2023 FAMILY SERVICE ASSOCIATION 8,833.78 0.00 8,833.78 AP 00439170 08/16/2023 FAMILY SERVICE ASSOCIATION 864.71 0.00 864.71 User: VLOPEZ-Veronica Lopez Page: 6 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait LayoutZ?5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439171 08/16/2023 FOOTHILL FAMILY SHELTER 3,664.00 0.00 3,664.00 AP 00439172 08/16/2023 GAPINSKI,BENJAMIN 97.00 0.00 97.00 AP 00439173 08/16/2023 GRAINGER 258.28 0.00 258.28 AP 00439174 08/16/2023 GRAYBAR ELECTRIC COMPANY INC 5,120.27 0.00 5,120.27 AP 00439175 08/16/2023 HOUSE OF RUTH INC 1,712.33 0.00 1,712.33 AP 00439176 08/16/2023 IMPACT SOUTHERN CALIFORNIA 4,690.00 0.00 4,690.00 AP 00439177 08/16/2023 INLAND FAIR HOUSING&MEDIATION BOARD 5,852.34 0.00 5,852.34 AP 00439178 08/16/2023 INLAND VALLEY COUNCIL OF CHURCHES 1,950.00 0.00 1,950.00 AP 00439179 08/16/2023 JANSSEN,JERICK 300.00 0.00 300.00 AP 00439180 08/16/2023 JENSEN,KIM 198.00 0.00 198.00 AP 00439181 08/16/2023 KIMLEY-HORN&ASSOCIATES INC 8,336.37 0.00 8,336.37 AP 00439182 08/16/2023 LAFFIN,MICHAEL 75.00 0.00 75.00 AP 00439183 08/16/2023 LERCH,KAMRYN 91.73 0.00 91.73 AP 00439184 08/16/2023 LIFE-ASSIST INC 0.00 124.00 124.00 AP 00439185 08/16/2023 LN CURTIS&SONS 0.00 3,971.46 3,971.46 AP 00439186 08/16/2023 LOWES COMPANIES INC 1,986.58 320.53 2,307.11 *** AP 00439187 08/16/2023 MCI 33.89 0.00 33.89 AP 00439188 08/16/2023 MCKEEHAN,RYAN 53.50 0.00 53.50 AP 00439189 08/16/2023 MOORE,NANCY 100.00 0.00 100.00 AP 00439190 08/16/2023 MUMTAZ,KASHIF 97.00 0.00 97.00 AP 00439191 08/16/2023 MVATION WORLDWIDE INC 97,371.52 4,263.19 101,634.71 *** AP 00439192 08/16/2023 NATIONAL UTILITY LOCATORS LLC 3,500.00 0.00 3,500.00 AP 00439193 08/16/2023 NINYO&MOORE 3,987.00 0.00 3,987.00 AP 00439194 08/16/2023 PACIFIC MH CONSTRUCTION INC 1,500.00 0.00 1,500.00 AP 00439195 08/16/2023 PENNEBAKER,HEATH 97.00 0.00 97.00 AP 00439196 08/16/2023 PRO FORCE LAW ENFORCEMENT 5,627.59 0.00 5,627.59 AP 00439197 08/16/2023 RENNE PUBLIC LAW GROUP 9,500.00 0.00 9,500.00 AP 00439198 08/16/2023 RINCON CONSULTANTS INC 59,834.70 0.00 59,834.70 AP 00439199 08/16/2023 SAN BERNARDINO COUNTY 15,443.92 0.00 15,443.92 AP 00439200 08/16/2023 SILVIA,ROMAN 30.00 0.00 30.00 AP 00439201 08/16/2023 SINGH,RAVINDER 72.00 0.00 72.00 AP 00439202 08/16/2023 SNAWDER,RICK 0.00 352.00 352.00 AP 00439203 08/16/2023 SOUTH COAST AQMD 22.98 0.00 22.98 AP 00439204 08/16/2023 STERLING COFFEE SERVICE 346.50 0.00 346.50 AP 00439205 08/16/2023 STROVEN,JORDAN 156.00 0.00 156.00 AP 00439206 08/16/2023 TELLEZ,ROBERT 97.00 0.00 97.00 AP 00439207 08/16/2023 THOMSON REUTERS-WEST 380.00 0.00 380.00 AP 00439208 08/16/2023 VICTORIA ANIMAL HOSPITAL 400.00 0.00 400.00 AP 00439209 08/16/2023 WALTERS WHOLESALE ELECTRIC CO 12,742.52 0.00 12,742.52 AP 00439210 08/16/2023 WEST COAST ARBORISTS INC 127,650.15 0.00 127,650.15 AP 00439211 08/16/2023 WESTBOUND COMMUNICATIONS INC 15,239.39 0.00 15,239.39 AP 00439212 08/16/2023 49ER COMMUNICATIONS INC 0.00 539.18 539.18 AP 00439213 08/16/2023 ABC LOCKSMITHS INC 424.55 0.00 424.55 AP 00439214 08/16/2023 ABLE BUILDING MAINTENANCE 9,883.00 0.00 9,883.00 AP 00439215 08/16/2023 ADVANCED CHEMICAL TRANSPORT INC 1,447.50 0.00 1,447.50 AP 00439216 08/16/2023 ADVANTAGE SEALING SYSTEMS INC 467.64 0.00 467.64 AP 00439217 08/16/2023 AFLAC 5,114.73 0.00 5,114.73 User: VLOPEZ-Veronica Lopez Page: 7 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 2IZ25 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name City Fire Amount AP 00439218 08/16/2023 AIRGAS USA LLC 1,859.94 425.95 2,285.89 *** AP 00439219 08/16/2023 ALL STAR ELITE SPORTS 1,802.75 0.00 1,802.75 AP 00439220 08/16/2023 ALLSTAR FIRE EQUIPMENT INC 0.00 288.07 288.07 AP 00439221 08/16/2023 AMTECH ELEVATOR SERVICES 3,167.10 0.00 3,167.10 AP 00439222 08/16/2023 BIKINI,BONNY 452.35 0.00 452.35 AP 00439223 08/16/2023 BLAINE WINDOW HARDWARE INC 1,547.28 0.00 1,547.28 AP 00439224 08/16/2023 BMI 1,681.00 0.00 1,681.00 AP 00439225 08/16/2023 BRIGHTVIEW LANDSCAPE SERVICES INC 23,887.28 0.00 23,887.28 AP 00439226 08/16/2023 C P GENERATOR INC 204.73 0.00 204.73 AP 00439227 08/16/2023 C V W D 266.90 0.00 266.90 AP 00439228 08/16/2023 C V W D 0.00 744.96 744.96 AP 00439231 08/16/2023 C V W D 45,209.31 236.39 45,445.70 *** AP 00439232 08/16/2023 Ca1PERS LONG-TERM CARE PROGRAM 221.35 0.00 221.35 AP 00439233 08/16/2023 CAMERON-DANIEL PC 2,562.00 0.00 2,562.00 AP 00439234 08/16/2023 CARAHSOFT TECHNOLOGY CORP 1,538.99 0.00 1,538.99 AP 00439235 08/16/2023 CCS ORANGE COUNTY JANITORIAL INC 97,899.50 0.00 97,899.50 AP 00439236 08/16/2023 CEASAR,ASHLI 154.35 0.00 154.35 AP 00439237 08/16/2023 CHANG,JOANN 27.11 0.00 27.11 AP 00439238 08/16/2023 CHO,THOMAS 100.00 0.00 100.00 AP 00439239 08/16/2023 CINTAS CORPORATION 0.00 364.57 364.57 AP 00439240 08/16/2023 CITRUS MOTORS ONTARIO INC 1,562.06 0.00 1,562.06 AP 00439241 08/16/2023 CODE RED HEADSETS 1,167.36 0.00 1,167.36 AP 00439242 08/16/2023 CORODATA MEDIA STORAGE INC 50.00 0.00 50.00 AP 00439243 08/16/2023 CORODATA MEDIA STORAGE INC 78.44 0.00 78.44 AP 00439244 08/16/2023 COVETRUS NORTH AMERICA 165.21 0.00 165.21 AP 00439245 08/16/2023 DAI,FANG 27.34 0.00 27.34 AP 00439246 08/16/2023 DEMCOINC 227.58 0.00 227.58 AP 00439247 08/16/2023 DUNN-EDWARDS CORPORATION 90.74 0.00 90.74 AP 00439248 08/16/2023 EIGHTH AVENUE ENTERPRISE LLC 1,425.10 0.00 1,425.10 AP 00439249 08/16/2023 EMERGENCY MEDICAL PRODUCTS 0.00 602.62 602.62 AP 00439250 08/16/2023 EXECUTIVE DETAIL SERVICES 0.00 180.00 180.00 AP 00439251 08/16/2023 EXPERIAN 52.00 0.00 52.00 AP 00439252 08/16/2023 EXPRESS BRAKE SUPPLY INC 679.14 0.00 679.14 AP 00439253 08/16/2023 FAN,ELAINE 56.13 0.00 56.13 AP 00439254 08/16/2023 FIALLOS,WILSON 6,873.00 0.00 6,873.00 AP 00439255 08/16/2023 FIRE APPARATUS SOLUTIONS 0.00 1,278.97 1,278.97 AP 00439256 08/16/2023 FIRST AID 2000 219.27 0.00 219.27 AP 00439257 08/16/2023 FISCHER,ELIZABETH 12.00 0.00 12.00 AP 00439258 08/16/2023 FONTANA RADIATOR SERVICE 0.00 3,453.43 3,453.43 AP 00439259 08/16/2023 FRANKLIN TRUCK PARTS INC 0.00 36.51 36.51 AP 00439260 08/16/2023 FRONTIER CALIFORNIA INC 500.00 0.00 500.00 AP 00439261 08/16/2023 FUEL SERV 1,560.00 0.00 1,560.00 AP 00439262 08/16/2023 G/M BUSINESS INTERIORS 526.06 0.00 526.06 AP 00439263 08/16/2023 GATEWAY PET CEMETERY&CREMATORY 660.00 0.00 660.00 AP 00439264 08/16/2023 GOLDEN OAKS VET HOSPITAL 100.00 0.00 100.00 AP 00439265 08/16/2023 GOODYEAR TIRE&RUBBER CO,THE 0.00 4,620.43 4,620.43 AP 00439266 08/16/2023 GRACEFUL ANIMAL HOSPITAL 600.00 0.00 600.00 User: VLOPEZ-Veronica Lopez Page: 8 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait LayoutZ?5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439267 08/16/2023 GRAINGER 215.91 0.00 215.91 AP 00439268 08/16/2023 GRAPHICS FACTORY PRINTING INC 59.26 0.00 59.26 AP 00439269 08/16/2023 GRAYBAR ELECTRIC COMPANY INC 501.50 0.00 501.50 AP 00439270 08/16/2023 HDL COREN&CONE 5,118.84 0.00 5,118.84 AP 00439271 08/16/2023 HENRY SCHEIN INC 0.00 857.49 857.49 AP 00439272 08/16/2023 HERITAGE WELLNESS COLLECTIVE 1,316.00 0.00 1,316.00 AP 00439273 08/16/2023 HOME DEPOT CREDIT SERVICES 2,339.09 0.00 2,339.09 AP 00439274 08/16/2023 HP COMMUNICATIONS INC 1,500.00 0.00 1,500.00 AP 00439275 08/16/2023 IDEXX DISTRIBUTION INC 3,417.91 0.00 3,417.91 AP 00439276 08/16/2023 INLAND OVERHEAD DOOR COMPANY 0.00 385.00 385.00 AP 00439277 08/16/2023 INLAND VALLEY REPERTORY THEATRE 20,026.85 0.00 20,026.85 AP 00439278 08/16/2023 INTERSTATE ALL BATTERY CENTER 2,403.38 0.00 2,403.38 AP 00439279 08/16/2023 K-K WOODWORKING 73.60 0.00 73.60 AP 00439280 08/16/2023 LANCE SOLL&LUNGHARD 3,087.50 0.00 3,087.50 AP 00439281 08/16/2023 LAWDIS,STEVE 150.66 0.00 150.66 AP 00439282 08/16/2023 LERCH,KAMRYN 43.25 0.00 43.25 AP 00439284 08/16/2023 LOWES COMPANIES INC 2,713.21 2,273.29 4,986.50 *** AP 00439285 08/16/2023 MARIPOSA LANDSCAPES INC 3,756.13 300.00 4,056.13 *** AP 00439286 08/16/2023 MARK CHRISTOPHER AUTO CENTER INC 401.41 0.00 401.41 AP 00439287 08/16/2023 MCI 33.94 0.00 33.94 AP 00439288 08/16/2023 MCMASTER-CARR SUPPLY COMPANY 0.00 418.44 418.44 AP 00439289 08/16/2023 MERRIMAC PETROLEUM INC 1,828.66 0.00 1,828.66 AP 00439290 08/16/2023 NAPA AUTO PARTS 26.99 25.52 52.51 *** AP 00439291 08/16/2023 NATIONAL LEAGUE OF CITIES 11,768.00 0.00 11,768.00 AP 00439292 08/16/2023 NATIONAL UTILITY LOCATORS LLC 225.00 0.00 225.00 AP 00439293 08/16/2023 NEWCO DISTRIBUTORS INC 1,386.53 0.00 1,386.53 AP 00439294 08/16/2023 OCCUPATIONAL HEALTH CENTERS OF CA 1,446.50 0.00 1,446.50 AP 00439295 08/16/2023 ODP BUSINESS SOLUTIONS LLC 7,565.42 0.00 7,565.42 AP 00439296 08/16/2023 ONTARIO ICE SKATING CENTER 3,150.00 0.00 3,150.00 AP 00439297 08/16/2023 ONWARD ENGINEERING 1,320.00 0.00 1,320.00 AP 00439298 08/16/2023 ORANGE LINE OIL COMPANY 3,370.18 0.00 3,370.18 AP 00439299 08/16/2023 PENSKE CHEVROLET OF CERRITOS 41,059.03 0.00 41,059.03 AP 00439300 08/16/2023 PEREZ,JULIE 140.29 0.00 140.29 AP 00439301 08/16/2023 QUESTIVITY INC 39,722.20 0.00 39,722.20 AP 00439302 08/16/2023 RANCHO CUCAMONGA CHAMBER OF COMMERCE 3,174.00 0.00 3,174.00 AP 00439303 08/16/2023 RANCHO CUCAMONGA TOWN SQUARE 18,242.50 0.00 18,242.50 AP 00439304 08/16/2023 RANCHO SMOG CENTER 49.95 0.00 49.95 AP 00439305 08/16/2023 RANCHO WEST ANIMAL HOSPITAL 200.00 0.00 200.00 AP 00439306 08/16/2023 RDO EQUIPMENT COMPANY 2,607.23 0.00 2,607.23 AP 00439307 08/16/2023 RHA LANDSCAPE ARCHITECTS-PLANNERS INC 4,440.00 0.00 4,440.00 AP 00439308 08/16/2023 SAN BERNARDINO COUNTY DEPT OF PUBLIC HEALTH 0.00 155.00 155.00 AP 00439309 08/16/2023 SCOTT MCLEOD PLUMBING INC 2,329.00 0.00 2,329.00 AP 00439310 08/16/2023 SOCA ARTS 939.60 0.00 939.60 AP 00439311 08/16/2023 SOUTH COAST AQMD 665.26 0.00 665.26 AP 00439316 08/16/2023 SOUTHERN CALIFORNIA EDISON 115,928.79 1,761.35 117,690.14 *** AP 00439317 08/16/2023 SOUTHERN CALIFORNIA EDISON 514.13 0.00 514.13 AP 00439318 08/16/2023 SOUTHERN CALIFORNIA EDISON 15.86 0.00 15.86 User: VLOPEZ-Veronica Lopez Page: 9 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 2$ Z25 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439319 08/16/2023 SOUTHERN CALIFORNIA NEWS GROUP 5,298.51 0.00 5,298.51 AP 00439320 08/16/2023 SOVIC CREATIVE 299.99 0.00 299.99 AP 00439321 08/16/2023 STERLING COFFEE SERVICE 662.13 0.00 662.13 AP 00439322 08/16/2023 THOMPSON PLUMBING SUPPLY INC 426.74 0.00 426.74 AP 00439323 08/16/2023 TIREHUB LLC 1,358.16 0.00 1,358.16 AP 00439324 08/16/2023 TOPOLESKI,PAUL 0.00 320.00 320.00 AP 00439325 08/16/2023 U.S.BANK PARS ACCT#6746022500 12,626.82 0.00 12,626.82 AP 00439326 08/16/2023 U.S.BANK PARS ACCT#6746022500 1,144.38 0.00 1,144.38 AP 00439327 08/16/2023 U.S.BANK PARS ACCT#6745033700 6,605.00 0.00 6,605.00 AP 00439328 08/16/2023 ULINE 285.89 0.00 285.89 AP 00439329 08/16/2023 UNITED SITE SERVICES OF CA INC 305.29 0.00 305.29 AP 00439330 08/16/2023 UNITY COURIER SERVICE INC 1,396.35 0.00 1,396.35 AP 00439331 08/16/2023 UPSCO POWERSAFE SYSTEMS INC 8,640.00 0.00 8,640.00 AP 00439332 08/16/2023 VERIZON 39.86 0.00 39.86 AP 00439333 08/16/2023 VETS CHOICE RADIOLOGY 149.00 0.00 149.00 AP 00439334 08/16/2023 VICTOR MEDICAL COMPANY 2,346.95 0.00 2,346.95 AP 00439335 08/16/2023 VIRTUAL PROJECT MANAGER LLC 500.00 0.00 500.00 AP 00439336 08/16/2023 VISION SERVICE PLAN CA 11,261.67 0.00 11,261.67 AP 00439337 08/16/2023 VISTA PAINT 1,184.39 0.00 1,184.39 AP 00439338 08/16/2023 VULCAN MATERIALS COMPANY 6,319.51 0.00 6,319.51 AP 00439339 08/16/2023 WAXIE SANITARY SUPPLY 9,072.60 0.00 9,072.60 AP 00439340 08/16/2023 WESTERN STATES ARTS FEDERATION 475.00 0.00 475.00 AP 00439341 08/16/2023 WILD WONDERS INC 2,180.00 0.00 2,180.00 AP 00439342 08/16/2023 WINZER CORPORATION 0.00 460.15 460.15 AP 00439343 08/16/2023 WT CONSTRUCTION SERVICES INC 914.00 0.00 914.00 AP 00439344 08/16/2023 XIBITZ INC 78,682.96 0.00 78,682.96 AP 00439345 08/17/2023 SOUTHERN CALIFORNIA NEWS GROUP 3,503.50 0.00 3,503.50 AP 00439346 08/23/2023 ADVANCED UTILITY SYSTEMS CORP 48,271.60 0.00 48,271.60 AP 00439347 08/23/2023 AGUILERA,ISAIAH 250.21 0.00 250.21 AP 00439348 08/23/2023 ALTA RANCHO PET&BIRD HOSPITAL 200.00 0.00 200.00 AP 00439349 08/23/2023 ANIMAL CARE EQUIPMENT&SERVICES 375.43 0.00 375.43 AP 00439350 08/23/2023 ARCHIBALD PET HOSPITAL 600.00 0.00 600.00 AP 00439351 08/23/2023 ARTISTIC RESOURCES CORPORATION 28,818.50 0.00 28,818.50 AP 00439352 08/23/2023 ASCENT ENVIRONMENTAL INC 2,180.00 0.00 2,180.00 AP 00439353 08/23/2023 AUTO&RV SPECIALISTS INC 73.96 0.00 73.96 AP 00439354 08/23/2023 BOOT BARN INC 6,179.67 0.00 6,179.67 AP 00439355 08/23/2023 BRAY,JASON 337.81 0.00 337.81 AP 00439356 08/23/2023 C P GENERATOR INC 323.25 0.00 323.25 AP 00439358 08/23/2023 C V W D 47,538.58 815.72 48,354.30 *** AP 00439359 08/23/2023 CACEO 90.00 0.00 90.00 AP 00439360 08/23/2023 CALIF DEPT OF TAX&FEE ADMINISTRATION 451.46 166.34 617.80 *** AP 00439361 08/23/2023 CALIFORNIA PPE RECON INC 0.00 1,256.26 1,256.26 AP 00439362 08/23/2023 CALIFORNIA,STATE OF 50.00 0.00 50.00 AP 00439363 08/23/2023 CALIFORNIA,STATE OF 200.00 0.00 200.00 AP 00439364 08/23/2023 CCS ORANGE COUNTY JANITORIAL INC 66,266.94 0.00 66,266.94 AP 00439365 08/23/2023 CENGAGE LEARNING INC/GALE 3,504.87 0.00 3,504.87 AP 00439366 08/23/2023 CERTIFIED TOWING INC 150.00 0.00 150.00 User: VLOPEZ-Veronica Lopez Page: 10 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 24Z25 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439367 08/23/2023 CHAMPION FIRE SYSTEMS INC 2,486.00 0.00 2,486.00 AP 00439368 08/23/2023 CINTAS CORPORATION 2,519.58 364.57 2,884.15 *** AP 00439369 08/23/2023 CITRUS MOTORS ONTARIO INC 1,222.97 0.00 1,222.97 AP 00439370 08/23/2023 CLIMATEC LLC 5,844.00 0.00 5,844.00 AP 00439371 08/23/2023 COLLINS&COLLINS LLP 18,882.29 0.00 18,882.29 AP 00439372 08/23/2023 COMPRESSED AIR SPECIALTIES 0.00 781.63 781.63 AP 00439373 08/23/2023 CONVERSE CONSULTANTS 500.00 0.00 500.00 AP 00439374 08/23/2023 COVETRUS NORTH AMERICA 515.34 0.00 515.34 AP 00439375 08/23/2023 DAISYECO INC 515.89 0.00 515.89 AP 00439376 08/23/2023 DANIELS,NOAH 628.36 0.00 628.36 AP 00439377 08/23/2023 DEPARTMENT OF JUSTICE 1,360.00 0.00 1,360.00 AP 00439378 08/23/2023 DEPENDABLE COMPANY INC 52.50 0.00 52.50 AP 00439379 08/23/2023 DICUS SHERIFF-CORONER,SHANNON D 232.90 0.00 232.90 AP 00439380 08/23/2023 DIRECTV 152.57 0.00 152.57 AP 00439381 08/23/2023 DIRECTV 175.99 0.00 175.99 AP 00439382 08/23/2023 DUNN-EDWARDS CORPORATION 320.59 0.00 320.59 AP 00439383 08/23/2023 EMERGENCY MEDICAL PRODUCTS 0.00 69.25 69.25 AP 00439384 08/23/2023 EMPIRE MOTORSPORTS&LINE-X 1,552.70 0.00 1,552.70 AP 00439385 08/23/2023 ESI ACQUISITION INC 0.00 40,810.00 40,810.00 AP 00439386 08/23/2023 FAKHAY,FARIDA 221.50 0.00 221.50 AP 00439387 08/23/2023 FORTIN LAW GROUP 17,642.64 0.00 17,642.64 AP 00439388 08/23/2023 FRONTIER COMM 1,581.43 779.08 2,360.51 *** AP 00439389 08/23/2023 FRONTIER COMM 3,840.56 0.00 3,840.56 AP 00439390 08/23/2023 GAIL MATERIALS 4,170.24 0.00 4,170.24 AP 00439391 08/23/2023 GOLDEN OAKS VET HOSPITAL 400.00 0.00 400.00 AP 00439392 08/23/2023 GRAINGER 419.31 222.00 641.31 *** AP 00439393 08/23/2023 GRAINGER 0.00 4,833.64 4,833.64 AP 00439394 08/23/2023 GRAPHICS FACTORY PRINTING INC 269.38 0.00 269.38 AP 00439395 08/23/2023 HAULAWAY STORAGE CONTAINERS INC 119.84 0.00 119.84 AP 00439396 08/23/2023 HERNANDEZ GROUP LLC 26.94 0.00 26.94 AP 00439397 08/23/2023 HI-LINE ELECTRIC COMPANY 1,509.69 0.00 1,509.69 AP 00439398 08/23/2023 HILL'S PET NUTRITION SALES INC 1,690.26 0.00 1,690.26 AP 00439399 08/23/2023 HOLLIDAY ROCK CO INC 196.11 0.00 196.11 AP 00439400 08/23/2023 HP COMMUNICATIONS INC 1,500.00 0.00 1,500.00 AP 00439401 08/23/2023 HR GREEN PACIFIC INC 20,946.50 0.00 20,946.50 AP 00439402 08/23/2023 IDEXX DISTRIBUTION INC 238.81 0.00 238.81 AP 00439403 08/23/2023 INLAND PRESORT&MAILING SERVICES 345.71 0.00 345.71 AP 00439404 08/23/2023 INYO NETWORKS INC 11,119.50 0.00 11,119.50 AP 00439405 08/23/2023 JRC HOUSING 1,494.50 0.00 1,494.50 AP 00439406 08/23/2023 KEARNS,CHRISTOPHER 73.00 0.00 73.00 AP 00439407 08/23/2023 KINETIC LIGHTING INC 3,913.48 0.00 3,913.48 AP 00439408 08/23/2023 KINGDOM CALIBRATIONS INC 0.00 140.00 140.00 AP 00439409 08/23/2023 KOLA-FM 800.00 0.00 800.00 AP 00439410 08/23/2023 KOSMONT COMPANIES 1,521.00 0.00 1,521.00 AP 00439411 08/23/2023 KWALL LLC 9,300.00 0.00 9,300.00 AP 00439412 08/23/2023 LEAVES AND PETALS 109.40 0.00 109.40 AP 00439413 08/23/2023 LEE,JUNGYOEN 4.58 0.00 4.58 User: VLOPEZ-Veronica Lopez Page: 11 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait LayoutZ?5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439414 08/23/2023 LEVEL 3 COMMUNICATIONS LLC 6,119.51 0.00 6,119.51 AP 00439415 08/23/2023 LIU,AMY 66.59 0.00 66.59 AP 00439416 08/23/2023 LOZANO SMITH LLP 2,012.75 0.00 2,012.75 AP 00439417 08/23/2023 MARIPOSA LANDSCAPES INC 1,720.83 0.00 1,720.83 AP 00439418 08/23/2023 MARK CHRISTOPHER AUTO CENTER INC 190.00 0.00 190.00 AP 00439419 08/23/2023 MARRUFO,JOANNA 31.96 0.00 31.96 AP 00439420 08/23/2023 MCFADDEN-DALE HARDWARE 174.65 0.00 174.65 AP 00439421 08/23/2023 MCMASTER-CARR SUPPLY COMPANY 1,096.76 0.00 1,096.76 AP 00439422 08/23/2023 MEDINA,MARK 21.19 0.00 21.19 AP 00439423 08/23/2023 MEDIWASTE DISPOSAL LLC 65.00 0.00 65.00 AP 00439425 08/23/2023 MESA ENERGY SYSTEMS INC 69,538.77 13,989.32 83,528.09 *** AP 00439426 08/23/2023 METRO EXPRESSLANES 8.60 0.00 8.60 AP 00439427 08/23/2023 MIDWEST VETERINARY SUPPLY INC 933.14 0.00 933.14 AP 00439428 08/23/2023 MUNOZ,JOSEPH 1,000.00 0.00 1,000.00 AP 00439429 08/23/2023 MURO,NILDA 67.76 0.00 67.76 AP 00439430 08/23/2023 MWI ANIMAL HEALTH 385.16 0.00 385.16 AP 00439431 08/23/2023 NAPA AUTO PARTS 0.00 1,136.07 1,136.07 AP 00439432 08/23/2023 NATIONWIDE PREMIUM HOLDING 1,131.00 0.00 1,131.00 AP 00439433 08/23/2023 NICK'S CUSTOM BOOTS LLC 0.00 239.93 239.93 AP 00439434 08/23/2023 NINYO&MOORE 1,312.50 0.00 1,312.50 AP 00439435 08/23/2023 ODP BUSINESS SOLUTIONS LLC 1,432.88 716.66 2,149.54 *** AP 00439436 08/23/2023 ONLY CREMATIONS FOR PETS INC 1,370.00 0.00 1,370.00 AP 00439437 08/23/2023 ONTARIO ICE SKATING CENTER 1,260.00 0.00 1,260.00 AP 00439438 08/23/2023 ONTARIO SPAY&NEUTER INC 1,400.00 0.00 1,400.00 AP 00439439 08/23/2023 ONWARD ENGINEERING 11,000.00 0.00 11,000.00 AP 00439440 08/23/2023 PACIFIC UTILITY INSTALLATION INC 80,750.00 0.00 80,750.00 AP 00439441 08/23/2023 PRE-PAID LEGAL SERVICES INC 53.36 0.00 53.36 AP 00439442 08/23/2023 PSA PRINT GROUP 43.10 0.00 43.10 AP 00439443 08/23/2023 QUADIENT FINANCE USA INC 34.80 0.00 34.80 AP 00439444 08/23/2023 RANCHO CUCAMONGA TOWN SQUARE 18,242.50 0.00 18,242.50 AP 00439445 08/23/2023 RANCHO WEST ANIMAL HOSPITAL 200.00 0.00 200.00 AP 00439446 08/23/2023 RDO EQUIPMENT COMPANY 350.81 0.00 350.81 AP 00439448 08/23/2023 RICHARD LEWIS MEDIA GROUP INC 34,500.00 0.00 34,500.00 AP 00439449 08/23/2023 ROJAS,KARINA 32.00 0.00 32.00 AP 00439450 08/23/2023 SAMPLE,NANCY L 153.60 0.00 153.60 AP 00439451 08/23/2023 SBPEA 2,610.17 0.00 2,610.17 AP 00439452 08/23/2023 SHOETERIA INC 8,462.30 0.00 8,462.30 AP 00439453 08/23/2023 SINGH,JOBANJEET 79.72 0.00 79.72 AP 00439455 08/23/2023 SOFTWARE HOUSE INTERNATIONAL INC 46,306.03 0.00 46,306.03 AP 00439456 08/23/2023 SOUND IMAGE INC 108,383.90 0.00 108,383.90 AP 00439462 08/23/2023 SOUTHERN CALIFORNIA EDISON 40,528.01 3,330.88 43,858.89 *** AP 00439463 08/23/2023 SOUTHERN CALIFORNIA EDISON 3,940.89 0.00 3,940.89 AP 00439464 08/23/2023 SOVIC CREATIVE 9,000.00 0.00 9,000.00 AP 00439465 08/23/2023 TAU PSY.D,MANNY 8,210.15 0.00 8,210.15 AP 00439466 08/23/2023 TIREHUB LLC 2,015.83 0.00 2,015.83 AP 00439467 08/23/2023 TORO TOWING 150.00 0.00 150.00 AP 00439468 08/23/2023 TRANSWEST TRUCK CENTER LLC 28.33 171.31 199.64 *** User: VLOPEZ-Veronica Lopez Page: 12 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait LayoutZ?5 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439469 08/23/2023 TRYFYTT 549.50 0.00 549.50 AP 00439470 08/23/2023 ULINE 0.00 127.34 127.34 AP 00439471 08/23/2023 ULTIMATE INTERNET ACCESS INC 1,000.00 0.00 1,000.00 AP 00439472 08/23/2023 UPLAND ANIMAL HOSPITAL 200.00 0.00 200.00 AP 00439473 08/23/2023 UPS 64.38 0.00 64.38 AP 00439474 08/23/2023 VANESIAN,KATRINA DAWN 5,130.00 0.00 5,130.00 AP 00439475 08/23/2023 VERIZON BUSINESS 40.56 0.00 40.56 AP 00439476 08/23/2023 VERIZON WIRELESS-LA 249.32 0.00 249.32 AP 00439477 08/23/2023 VERIZON WIRELESS-LA 4,558.45 0.00 4,558.45 AP 00439478 08/23/2023 VICTOR MEDICAL COMPANY 1,187.44 0.00 1,187.44 AP 00439479 08/23/2023 VIRGIN PULSE INC 1,188.00 0.00 1,188.00 AP 00439480 08/23/2023 VISTA PAINT 617.45 0.00 617.45 AP 00439481 08/23/2023 VOLTAIRE ENGINEERING INC 114,165.00 0.00 114,165.00 AP 00439482 08/23/2023 VULCAN MATERIALS COMPANY 539.76 0.00 539.76 AP 00439483 08/23/2023 WAXIE SANITARY SUPPLY 279.05 0.00 279.05 AP 00439484 08/23/2023 WEST COAST ARBORISTS INC 3,421.55 0.00 3,421.55 AP 00439485 08/23/2023 WILSON&BELL AUTO SERVICE 1,926.11 0.00 1,926.11 AP 00439486 08/23/2023 ALL AMERICAN ASPHALT 87,594.18 0.00 87,594.18 AP 00439487 08/23/2023 ALTA LOMA ANIMAL HOSPITAL 1,600.00 0.00 1,600.00 AP 00439488 08/23/2023 ARCHIBALD PET HOSPITAL 200.00 0.00 200.00 AP 00439489 08/23/2023 BRODART CO 151,529.36 0.00 151,529.36 AP 00439490 08/23/2023 CAN/AM TECHNOLOGIES INC 4,528.81 0.00 4,528.81 AP 00439491 08/23/2023 CISNEROS,ERIC 262.30 0.00 262.30 AP 00439492 08/23/2023 COUNSELING TEAM INTERNATIONAL,THE 0.00 1,125.00 1,125.00 AP 00439493 08/23/2023 EPD SOLUTIONS INC 34,634.90 0.00 34,634.90 AP 00439494 08/23/2023 FERGUSON ENTERPRISES LLC#1350 730.58 0.00 730.58 AP 00439495 08/23/2023 FORTIN LAW GROUP 2,140.99 0.00 2,140.99 AP 00439496 08/23/2023 GRAINGER 2,555.44 0.00 2,555.44 AP 00439497 08/23/2023 IMPACT SOUTHERN CALIFORNIA 8,516.13 0.00 8,516.13 AP 00439498 08/23/2023 INLAND VALLEY COUNCIL OF CHURCHES 6,244.49 0.00 6,244.49 AP 00439499 08/23/2023 LAURAIN&ASSOCIATES INC,R P 12,500.00 0.00 12,500.00 AP 00439500 08/23/2023 LEIGHTON CONSULTING INC 5,029.00 0.00 5,029.00 AP 00439501 08/23/2023 LERCH,KAMRYN 171.06 0.00 171.06 AP 00439502 08/23/2023 MARTINEZ,JESSICA 85.80 0.00 85.80 AP 00439503 08/23/2023 MESA ENERGY SYSTEMS INC 23,337.92 0.00 23,337.92 AP 00439504 08/23/2023 NEXTECH SYSTEMS INC 39,996.43 0.00 39,996.43 AP 00439505 08/23/2023 NINYO&MOORE 9,583.75 2,018.50 11,602.25 *** AP 00439506 08/23/2023 ODP BUSINESS SOLUTIONS LLC 460.97 0.00 460.97 AP 00439507 08/23/2023 ONWARD ENGINEERING 13,340.00 0.00 13,340.00 AP 00439508 08/23/2023 PARS 3,500.00 0.00 3,500.00 AP 00439509 08/23/2023 PHILLIPS,JENIFER 1,965.31 0.00 1,965.31 AP 00439510 08/23/2023 PLACEWORKS 1,688.10 0.00 1,688.10 AP 00439511 08/23/2023 REMMI CONSTRUCTION INC 1,473.90 0.00 1,473.90 AP 00439512 08/23/2023 VIRGIN PULSE INC 57.00 0.00 57.00 AP 00439513 08/23/2023 WEST COAST ARBORISTS INC 798.15 0.00 798.15 AP 00439514 08/23/2023 WILLDAN GROUP 488.00 0.00 488.00 AP 00439515 08/24/2023 DOMINICK,CHARLENE 0.00 1,883.14 1,883.14 User: VLOPEZ-Veronica Lopez Page: 13 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 2IZ25 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439516 08/24/2023 MAGNUSON,PETER 0.00 1,878.60 1,878.60 AP 00439517 08/24/2023 RODRIGUEZ,VICTOR 0.00 689.04 689.04 AP 00439518 08/24/2023 SPAGNOLO,VIOLA 0.00 262.59 262.59 AP 00439519 08/24/2023 WALKER,KENNETH 0.00 269.02 269.02 AP 00439520 08/24/2023 CARMAX 0.00 63,618.44 63,618.44 AP 00439521 08/24/2023 RED WING BUSINESS ADVANTAGE ACCOUNT 2,450.34 0.00 2,450.34 Total City: $9,344,482.16 Total Fire: $1,579,884.13 Grand Total: S10,924,3W67P Note: *** Check Number includes both City and Fire District expenditures User: VLOPEZ-Veronica Lopez Page: 14 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait Layout 2$ Z25 07:15:00 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Electronic Debit Register JULY 1, 2023 TO JULY 31, 2023 DATE DESCRIPTION CITY FIRE AMOUNT 7/3 U.S.BANK-Purchasing Card Payment 173,261.55 25,541.07 198,802.62 7/3 Workers Comp-City Account Transfer 421.20 421.20 7/3 Workers Comp-Fire Account Transfer 1,864.40 1,864.40 7/3 WIRE PAYMENT-RCMU CAISO 5,990.34 5,990.34 7/5 Bank Fee 116.95 116.95 7/5 Workers Comp-City Account Transfer 230.00 230.00 7/7 Workers Comp-City Account Transfer 972.14 972.14 7/7 Workers Comp-Fire Account Transfer 12.00 12.00 7/10 Workers Comp-City Account Transfer 893.65 893.65 7/10 Workers Comp-Fire Account Transfer 1,306.00 1,306.00 7/10 WIRE PAYMENT-RCMU CAISO 6,756.48 6,756.48 7/11 Workers Comp-City Account Transfer 651.68 651.68 7/11 Workers Comp-Fire Account Transfer 3,139.57 3,139.57 7/12 Workers Comp-City Account Transfer 827.16 827.16 7/12 Workers Comp-Fire Account Transfer 169.81 169.81 7/13 STATE DISBURSEMENT UNIT-Child Support Payments 3,285.69 3,285.69 7/13 STATE DISBURSEMENT UNIT-Child Support Payments 1,194.87 1,194.87 7/13 Workers Comp-City Account Transfer 505.83 505.83 7/14 CALPERS-City-Retirement Account Deposit 4,397,981.00 4,397,981.00 7/14 CALPERS-Fire-Retirement Account Deposit 2,569,004.00 2,569,004.00 7/14 CALPERS-Fire-Retirement Account Deposit 246,747.00 246,747.00 7/14 CALPERS-Fire-Retirement Account Deposit 13,342.00 13,342.00 7/14 CALPERS-City-Retirement Account Deposit 104,485.67 104,485.67 7/14 CALPERS-City-Retirement Account Deposit 96,937.23 96,937.23 7/14 CALPERS-Fire-Retirement Account Deposit 99,578.86 99,578.86 7/14 CALPERS-Fire-Retirement Account Deposit 52,539.75 52,539.75 7/14 CALPERS-Fire-Retirement Account Deposit 11,555.79 11,555.79 7/14 CALPERS-Fire-Retirement Account Deposit 3,389.77 3,389.77 7/14 CALPERS-Fire-Retirement Account Deposit 2,995.82 2,995.82 7/14 CALPERS-Fire-Retirement Account Deposit 5,455.30 5,455.30 7/14 Workers Comp-Fire Account Transfer 3,099.72 3,099.72 7/17 Workers Comp-City Account Transfer 139.14 139.14 7/17 Workers Comp-Fire Account Transfer 972.16 972.16 7117 WIRE PAYMENT-RCMU CAISO 6,746.08 6,746.08 7/18 CALPERS-Fire-Retirement Account Deposit 95.80 95.80 7/18 CALPERS-Fire-Retirement Account Deposit 161.63 161.63 7/18 Workers Comp-City Account Transfer 2,444.63 2,444.63 7/18 Workers Comp-Fire Account Transfer 553.10 553.10 7/18 WIRE PAYMENT-ESCROW DEPOSIT 500.00 500.00 7/19 Workers Comp-City Account Transfer 882.26 882.26 7/19 Workers Comp-Fire Account Transfer 694.88 694.88 7/20 Workers Comp-City Account Transfer 537.14 537.14 7/20 Workers Comp-Fire Account Transfer 408.55 408.55 7/21 Workers Comp-Fire Account Transfer 1,584.80 1,584.80 7/24 Workers Comp-City Account Transfer 1,209.39 1,209.39 7/24 Workers Comp-Fire Account Transfer 6,158.84 6,158.84 7/24 WIRE PAYMENT-RCMUCAISO 147,112.28 147,112.28 7/25 Workers Comp-City Account Transfer 2,934.14 2,934.14 7/25 Workers Comp-Fire Account Transfer 131.97 131.97 7/27 STATE DISBURSEMENT UNIT-Child Support Payments 3,285.69 3,285.69 7/27 STATE DISBURSEMENT UNIT-Child Support Payments 1,194.87 1,194.87 7/28 CALPERS-Fire-Retirement Account Deposit 197,558.29 197,558.29 7/28 CALPERS-City-Retirement Account Deposit 106,355.81 106,355.81 7/28 CALPERS-City-Retirement Account Deposit 99,637.13 99,637.13 7/28 CALPERS-Fire-Retirement Account Deposit 102,963.47 102,963.47 7/28 CALPERS-Fire-Retirement Account Deposit 54,138.30 54,138.30 7/28 CALPERS-Fire-Retirement Account Deposit 11,921.70 11,921.70 1 29 of 725 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Electronic Debit Register JULY 1,2023 TO JULY 31,2023 DATE DESCRIPTION CITY FIRE AMOUNT 7/28 CALPERS-Fire-Retirement Account Deposit 6,057.38 6,057.38 7/28 CALPERS-Fire-Retirement Account Deposit 3,501.94 3,501.94 7/28 CALPERS-Fire-Retirement Account Deposit 3,042.25 3,042.25 7/28 Workers Comp-City Account Transfer 2.00 2.00 7/28 Workers Comp-Fire Account Transfer 2.00 2.00 7/31 Workers Comp-City Account Transfer 690.00 690.00 7/31 Workers Comp-Fire Account Transfer 1,014.90 1,014.90 7/31 WIRE PAYMENT-RCMU CAISO 21,939.46 21,939.46 7/31 U.S.BANK-Purchasing Card Payment 139,111.63 39,697.82 178,809.45 TOTAL CITY 5,322,661.71 TOTAL FIRE 3,476,972.02 G RAND TOTAL 8,799,633.73 2 30 of 725 ti NONRR � a CITY OF RANCHO CUCAMONGA m �l DATE: September 6, 2023 TO: Mayor and Members of the City Council President and Members of the Boards of Directors FROM: John R. Gillison, City Manager INITIATED BY: Tamara L. Oatman, Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT: Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of$10,585.98 Dated August 08, 2023, Through August 27, 2023. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Weekly check register amounts are $10,099.38 and $486.60 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register 31 of 725 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT So Calif Gas Company Only. Agenda Check Register 8/8/2023 through 8/27/2023 Check No. Check Date Vendor Name Ca Fire Amount AP 00439454 08/23/2023 SOCAL GAS 10,099.38 486.60 10,585.98 *** Total City: $10,099.38 Total Fire: $486.60 Grand Total: , Note: *** Check Number includes both City and Fire District expenditures User: VLOPEZ-Veronica Lopez Page: 1 Current Date: 08/28/2023 Report:CK_AGENDA REG_PORTRAIT_CONSOLIDATED-CK:Agenda Check Register Portrait LayoutZ?5 07:23:56 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Michael J. Smith, Chief of Police Jeff Allison, Administrative Lieutenant Karen Hunt, Sheriffs Service Specialist SUBJECT: Consideration to Accept Grant Revenue in the Amount of $77,235 from the Edward Byrne Memorial Justice Assistance Grant (JAG) for Fiscal Years 2020, 2021 and 2022 and Authorize Appropriation of these Funds and $1,000 from Law Enforcement Reserve Funds to Purchase Equipment for the Rancho Cucamonga Police Department. (CITY) RECOMMENDATION: Staff recommends the City Council accept grant revenue in the amount of$77,235 from the United States Department of Justice Edward Byrne Memorial Justice Assistance Grant (JAG) for 2020, 2021 and 2022 Fiscal Year awards. Staff also recommends the City Council authorize the appropriation of funds from the JAG Grant Fund in the amount of$77,235 and $1,000 from Law Enforcement Reserve Funds to purchase equipment for the Rancho Cucamonga Police Department. BACKGROUND: Annually, the Bureau of Justice Assistance (BJA)announces the availability of grant funds to state and local units of government through the Edward Byrne Memorial JAG Grant. This program allows state and local governments to support a broad range of activities, to prevent and control crime, and to improve the criminal justice system. ANALYSIS: Based on an assessment of current needs, the Rancho Cucamonga Police Department proposes the following purchases to be made with the JAG funds: • A drop camera to be used by the Multiple Enforcement Team (MET) to observe and collect evidence for investigations • Breaching tools • Assorted tourniquets to be used for Active Shooter trainings • Two K-9 crate shelters to keep our K-9's secure and safe at certain scenes or locations with other dogs present • Mass casualty triage kits and tarps • A forensic computer for retrieving data from mobile devices related to investigations and two ultrawide computer monitors to be used in the Real Time Information Center 33 of 725 The proposed equipment purchases will assist Rancho Cucamonga Police Department personnel in investigating criminal activity and provide them with mass casualty supplies so that they can be tending to casualties in conjunction with or before Fire or Medical Aid personnel are on scene. FISCAL IMPACT: Staff is requesting the City Council accept the JAG grant funds into account number 1361000- 4750 (Grant Income) and authorize additional appropriations for the expenditure of the same funds by grant year, and authorize an additional appropriation from the Law Enforcement Reserve Fund to supplement the cost of the proposed equipment as follows: Justice Assistance Grant Fund: FY2020 JAG Grant Funds $18,044 1361701-5603 Capital Outlay— Equipment $14,002.11 1361701-5200 Operations & Maintenance $4,041.89 FY2021 JAG Grant Funds $26,628 1361701-5200 Operations & Maintenance $26,628 FY2022 JAG Grant Funds $32,563 1361701-5215 O&M Computer Equipment $1,464.62 1361701-5605 Capital Outlay Computer Equipment $31,098.38 Law Enforcement Reserve Fund: 1017701-5200 Operations & Maintenance $1,000.00 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: These purchases will align with the following Council Core Values: #2 Promoting and enhancing a safe and healthy community for all. #4 Intentionally embracing and anticipating the future. ATTACHMENTS: None Page 2 34 of 725 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Veronica Fincher, Animal Services Director Marissa Stinson, Management Aide SUBJECT: Consideration to Appropriate Grant Revenue in the Amount of $45,000 Awarded by the ASPCA for the Purchase of Large Animal Disaster Response Equipment and Supplies. (CITY) RECOMMENDATION: Staff recommends the City Council authorize the appropriation of funds from the ASPCA grant in the amount of$45,000 to purchase large animal disaster response equipment and supplies. BACKGROUND: In February of 2023, the Animal Services Department was the recipient of an American Society for the Prevention of Cruelty to Animal (ASPCA) Disaster Response Grant in the amount of $45,000. The grant funds allow the Animal Services Department to expand its capacity to temporarily house and care for large animals (horses and livestock)during a natural disaster. The Animal Services Department's current large animal disaster plan is reliant on transporting and housing large animals at facilities outside Rancho Cucamonga. Depending on the scope and location of the natural disaster, the facilities may or may not have the available space to accommodate the displaced animals. By purchasing emergency equipment, including portable large animal stalls and supplies, the Animal Services Department can set up temporary housing for large animals within the city limits and have direct oversight over the animals' care. The grant funds were received at the latter part of Fiscal Year 22/23. Therefore, the funds need to be carried over and appropriated in Fiscal Year 23/24 for spending. ANALYSIS: Animal Services staff reviewed the terms of the grant and identified the following equipment and supplies that will be purchased by December 31, 2023. • Portable large animal stalls to house approximately 30 large animals. • Portable small livestock pens to house approximately 15 smaller animals. • Equine and livestock animal care supplies such as food and water containers, cleaning supplies, animal owner identification kits, halters and leads. FISCAL IMPACT: No fiscal impact as grant funds were received in Fiscal Year 22/23. For accounting purposes, staff recommend the grant funds should be carried over and recognized in Fiscal Year 23/24 grant revenue, account number 1001000-4740 (Grant Income-Other) and appropriated into 1001104- 35 of 725 5603 (Capital Outlay-Equipment) for spending. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item advances the City Council's core value of promoting and enhancing a safe and healthy community for all by allowing the city to prepare for large animal emergency evacuations. ATTACHMENTS: N/A Page 2 36 of 725 ti HONOR a CITY OF RANCHO CUCAMONGA m DATE: September 6, 2023 TO: Mayor and Members of the City Council President and Members of the Boards of Directors FROM: John R. Gillison, City Manager INITIATED BY: Mike McCliman, Fire Chief Ruth Cain, Procurement Manager Michelle Cowles, Management Analyst II SUBJECT: Consideration of the Purchase of Holmatro Electric Extrication Rescue Tools in the Amount of $104,890 from Western Extrication Specialist, Inc.as a Single Source Vendor. (FIRE) RECOMMENDATION: Staff recommends the Fire Board approve the purchase of two (2) Holmatro Electric Hydraulic Extrication Rescue Tools and related equipment for$104,890 from Western Extrication Specialist, Inc. as a single source vendor. BACKGROUND: The Hurst Hydraulic Rescue Tool, commonly referred to as "Jaws of Life", is a rescue tool spreader used primarily for emergency passenger extractions after traffic collisions. These tools are currently located on the Fire District's Medic Trucks 174 and 175, and until recently, had also been located on Heavy Rescue 175. In 2021, the Fire District began to transition from the Hurst tool to new electric battery-powered rescue tools. The transition began for several reasons including outdated technology that struggled with the advanced materials utilized in modern vehicles; the significant cost of the tool (approximately $70,000 each); and the unhealthy emission of carbon monoxide and greenhouse gasses (requiring a gas-powered accessory pump). On June 29, 2021, Procurement posted a competitive solicitation, RFB #21/22-103, for Hydraulic Rescue Tools. After an initial evaluation, the top two vendors were invited for demonstrations and the Holmatro electric rescue tool was selected. The new electric rescue tools were purchased from Western Extrication Specialist, Inc., the authorized Holmatro electric rescue tool distributor. The electric rescue tools were placed in service on Heavy Rescue 175. ANALYSIS: In order to continue the transition to electric battery-powered rescue tools, staff recommends the purchase of two Holmatro rescue tools and related equipment from Western Extrication Specialist, Inc. as a single source vendor. The Holmatro tools will replace the Hurst tools located on Medic Trucks 174 and 175. 37 of 725 Since placed in service, the Holmatro rescue tools have met the Fire District's needs without exception. They are half the cost with two times the Hurst tool's power, speed, and efficiency. They allow for safer, faster, and more efficient extrication. The Holmatro rescue tools have superior cutting performance on new cars, with 396,788 Ibf of cutting force and 117,350 Ibf of spreading force. The tools allow for safe use in confined and underwater spaces, have a high- capacity battery designed for extended working time, and have less maintenance. Because the tool is battery-powered, the Holmatro tool is healthier for rescuers, patients, and the environment with no risk of carbon monoxide and greenhouse gas poisoning. The Fire District has a long history of maintaining standardization of its emergency equipment. Continuing standardization through this purchase will maintain interoperability on the emergency scene. User personnel training is a critical component of any new emergency equipment, and this will be minimized with the purchase of the Holmatro tools. FISCAL IMPACT: The purchase price for the Holmatro rescue tools is $104,890. A total of$104,000 was budgeted in the Fire District's Capital Fund for the purchase of rescue tools and equipment. Sufficient funding is available to cover the increased expense. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item combines portions of the Council's vision and core values by providing a sustainable City and promoting a safe and healthy community for all. This is accomplished by ensuring our first responders have the resources and tools to respond successfully during emergencies. ATTACHMENTS: None Page 2 38 of 725 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Wess Garcia, Acting Library Director Jennifer Hunt-Gracia, Community Services Director Margo Mullen, Senior Librarian Cristina Gorka, Management Analyst I SUBJECT: Consideration to Approve a Professional Services Agreement with AudienceView for Ticketing Services in the Amount of $55,000 Plus a 10% Contingency for the Lewis Family Playhouse and Randall Lewis Second Story and Beyond°Services. (CITY) RECOMMENDATION: Staff recommends the City Council award the bid for ticketing services to AudienceView Ticketing Corporation in the amount of$55,000 plus 10% contingency for the Lewis Family Playhouse and Randall Lewis Second Story and Beyond°ticketing services. BACKGROUND: For the past several years the City of Rancho Cucamonga has utilized the services of a ticketing vendor to provide services for the Lewis Family Playhouse that will end in March 2024.As services progress for the fall 2023 opening of the Randall Lewis Second Story and Beyond° (RLSSAB), a need for a ticketing service that can accommodate both playhouse and museum services has been identified. In November 2022, the Rancho Cucamonga Library Services and Community Services departments worked together to create a scope of work, seeking to consolidate services within one system that can support current and future ticketing needs for both departments, which include the ability to provide admissions, memberships, and a variety of other tools that will create user friendly access to these theatre and museum venues. The ticketing system requirements include: • Ability to print reports separately and support two different venues. • Migration of data from the current Playhouse ticketing system to the new ticketing system. • Online flexible subscriptions. • Staff training and development of two ticketing system platforms. • Robust testing site that emulates the live sales environment. • The ability to track donations, memberships, and sponsorships is highly desirable. In addition, both City venues will be looking for marketing features that will increase ticket sales over time, communicate with current and future donors and members, and assist in the 39 of 725 organization of school groups visits. In January 2023, the City opened a public request for proposal process and received five bids. The firms selected for the final review in this competitive process possessed experience with projects of a similar scale to that of the Lewis Family Playhouse and the Randell Lewis Second Story and Beyond° and demonstrated expertise in the ticketing services for cultural arts and museum spaces. ANALYSIS: Ticketing services will consist of two different accounts housed in one system. The functionality of this ticketing software will need to meet the needs of both City departments and has the capacity for admissions, memberships, school visits, multi-day classes, the ability to run various reports and marketing features that are able to be maintained by trained City staff with minimal support. For the RLSSAB, ticketing services are expected to be available online and ready for public use by fall 2023, and implementation for the Lewis Family Playhouse will be completed prior to the 2024/25 season. After completing a competitive bid process, staff is recommending City Council approve using AudienceView Ticketing Corporation for ticketing services. AudienceView Ticketing Corporation is based in Canada and has a worldwide presence with significant market share in both the United States and United Kingdom. Their intelligent ticketing and e-commerce solution services are utilized in performance arts venues such as Broadway SF and the Atlantic Theatre Company, as well as sports and museum venues such as Wembley Stadium and the Exploramer science museum in Quebec. Contracting with AudienceView Ticketing Corporation will provide ticketing services with an option to renew annually and provide hardware and ticketing solutions. Copies of all supporting documents are on file with the City Clerk and Procurement Offices. FISCAL IMPACT: Anticipated costs are estimated to be as follows: Expenditure Category Amount Professional Service Agreement Contract $55,000 Professional Service Agreement Contract Contingency (10%) $5,500 Estimated Costs $60,500 Adequate funds are available in the adopted Fiscal Year 2023/24 Budget from the General Fund (001) and Library Capital Fund (329) as follows: Account No. Funding Source Description Amount 1001209-5300 General Fund (001) Ticketing Software $25,000 1001407-5300/5399407- General Fund (001) Contract Services $5,250 07395300 1329601-5650/1867329-0 Library Capital Fund (329) SSAB $30,250 Page 2 40 of 725 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: Providing superior services to residents enhances the overall quality of life in Rancho Cucamonga and will support the City Council Core Values to build and preserve the City's family-oriented atmosphere and intentionally embrace and anticipate the future. ATTACHMENTS: Attachment 1 —AudienceView Professional Services Agreement Page 3 41 of 725 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 29 day of August, 2023, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and AudienceView Ticketing Corporation ("Consultant"). RECITALS A. City has heretofore issued its request for proposals to perform the following professional services: Ticketing services ("the Project"). B. Consultant has submitted a proposal to perform the professional services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals "A" and `B" above, including, but not limited to contractor's quote, Order Form # 00022101, all as more fully set forth in the Consultant's proposal, dated June 21, 2023 and entitled"Scope of Work", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a Vendor Initials PSA with Professional Liability Insurance(non-design) Page 1 Last Revised:10102113 42 of 725 revision or revisions to Consultant's compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit "A". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be 3 year(s) and shall become effective as of the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in 3 year(s) increments to a total of 3 years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $55,000 (fifty five thousand dollars and no cents), including all out of Vendor Initials PSA with Professional Liability Insurance(non-design) Page 2 Last Revised:10102113 43 of 725 pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten(10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City's representative shall be Wess Garcia, Acting Library Director, or such other person as designated in writing by the City("City Representative"). It shall be Consultant's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Nick Ronan, Director of US Arts & Culture at AudienceView is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Consultant's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant's Representative were a Vendor Initials PSA with Professional Liability Insurance(non-design) Page 3 Last Revised:10102113 44 of 725 substantial inducement for City to enter into this Agreement. Therefore, the Consultant's Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant's Personnel. 6.1 All Services shall be performed by Consultant or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a Vendor Initials PSA with Professional Liability Insurance(non-design) Page 4 Last Revised:10102113 45 of 725 claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having Vendor Initials PSA with Professional Liability Insurance(non-design) Page 5 Last Revised:10102113 46 of 725 any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift,percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission,percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, Vendor Initials PSA with Professional Liability Insurance(non-design) Page 6 Last Revised:10102113 47 of 725 or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subro ag tion. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section II shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 7 Last Revised:10102113 48 of 725 (4) Professional Liability insurance in a form approved by the City, having, at City's option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant's performance of the Services and otherwise complying with all applicable provisions of this Section 12. The policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 8 Last Revised:10102113 49 of 725 If Technology Professional Liability policy is written on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5)years after completion of contract work. 4. A copy of the claims reporting requirements must be submitted to the Entity for review. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above for all policies, the Entity requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. (5) The Insurance obligations under this agreement shall be the greater of(i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and Vendor Initials PSA with Professional Liability Insurance(non-design) Page 9 Last Revised:10102113 50 of 725 agents serving as independent contractors in the role of City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Any insurance or self- insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant's insurance and shall not contribute with it. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Contractor shall provide immediate written notice if(1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 10 Last Revised:10102113 51 of 725 (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated ANII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 11 Last Revised:10102113 52 of 725 14. Termination. The parties each have the right to terminate this Agreement pursuant to section 7.2 of Schedule A - Order Form Terms and Conditions, set forth in Exhibit A." 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Wess Garcia, Acting Library Director Rancho Cucamonga Public Library 12505 Cultural Center Dr. Rancho Cucamonga, CA 91739 wess.garcia@cityofrc.us 909-774-3973 If to Consultant: AudienceView Ticketing Corporation Nick Ronan, Director of US Arts & Culture 200 Wellington Street West, 2nd Floor Toronto, Ontario Canada, M5V 3C7 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 12 Last Revised:10102113 53 of 725 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 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. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWaReDetermination.htm 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. CONSULTANT 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. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement Vendor Initials PSA with Professional Liability Insurance(non-design) Page 13 Last Revised:10102113 54 of 725 shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: City of Rancho Cucamonga AudienceView Ticketing Corporation Nick Ronan, Director of US Arts & Culture By: 200 Wellington Street West, 2nd Floor Name Date Toronto, Ontario Canada, M5V 3C7 nick.ronan@audienceview.com Title By: Name Date Title City of Rancho Cucamonga By: By: Name Date Name Date Title Title (two signatures required if corporation) Vendor Initials PSA with Professional Liability Insurance(non-design) Page 14 Last Revised:10102113 55 of 725 EXHIBIT A SCOPE OF SERVICES Vendor Initials PSA with Professional Liability Insurance(non-design) Page 15 Last Revised:10102113 56 of 725 Sir RANCHO CUCAMONGA REQUEST FOR PROPOSAL("RFP") #22/23-007 FOR TICKETING SERVICES FOR THE LEWIS FAMILY PLAYHOUSE AND THE RANCHO CUCAMONGA PUBLIC LIBRARY'S SECOND STORY AND BEYOND° City of Rancho Cucamonga Procurement Division 10500 Civic Center Drive Rancho Cucamonga, California 91730 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° Table of Contents 1. OVERVIEW.................................................................................................................................. 5 1.1. GENERAL BACKGROUND.................................................................................................................... 5 1.2. PROPOSAL DELIVERY AND SCHEDULE OF EVENTS...................................................................................... 5 1.3. DISCREPANCIES OR OMISSIONS............................................................................................................ 5 1.4. CONTINGENCIES .............................................................................................................................. 6 1.5. QUESTIONS AND CLARIFICATIONS......................................................................................................... 6 1.6. DISPOSITION OF MATERIAL AND CONFIDENTIAL OR PROPRIETARY INFORMATION.............................................. 6 1.7. BRAND NAMES............................................................................................................................... 7 1.8. KNOWLEDGE OF REQUIREMENTS.......................................................................................................... 7 1.9. RESERVATION OF RIGHTS................................................................................................................... 7 1.10. CALIFORNIA'S PUBLIC RECORDS ACT..................................................................................................... 8 2. MINIMUM REQUIREMENTS......................................................................................................... 8 2.1. BUSINESS LICENSE............................................................................................................................ 8 2.2. PREVAILING WAGES......................................................................................................................... 8 2.3. REPRESENTATIVES............................................................................................................................ 9 2.4. EMPLOYEE CONDUCT...................................................................................................................... 10 3. RFP RESPONSE FORMAT AND SUBMISSION REQUIREMENTS...................................................... 10 3.1. COVER LETTER/INTRODUCTION........................................................................................................ 10 3.2. TABLE OF CONTENTS...................................................................................................................... 11 3.3. EXECUTIVE SUMMARY..................................................................................................................... 11 3.4. EXPERIENCE.................................................................................................................................. 11 3.5. THIRD-PARTY/SUBCONTRACTORS..................................................................................................... 11 3.6. STAFF BIOGRAPHIES ....................................................................................................................... 11 3.7. PROPOSAL RESPONSE ..................................................................................................................... 12 3.8. EXHIBITS A THROUGH H .................................................................................................................. 12 3.9. NON-DISCLOSURE CONFLICT OF INTEREST............................................................................................ 12 3.10. PROFESSIONAL SERVICE AGREEMENT.................................................................................................. 12 3.11. ACKNOWLEDGEMENT OF INSURANCE .................................................................................................. 13 68 ef 726 Page 2 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 3.12. ADDENDUM ACKNOWLEDGEMENT..................................................................................................... 13 3.13. DEBARMENT AND SUSPENSION.......................................................................................................... 13 3.14. PARTICIPATION CLAUSE................................................................................................................... 13 3.15. SIGNATURE OF AUTHORITY............................................................................................................... 13 3.16. COMPANY REFERENCES................................................................................................................... 14 3.17. LINE ITEM PRICING......................................................................................................................... 14 4. SCOPE OF WORK................................................................................................................................. 14 4.1. OVERVIEW................................................................................................................................... 14 4.2. BACKGROUND............................................................................................................................... 15 4.3. PROJECT PARAMETERS.................................................................................................................... 15 4.4. DELIVERABLES............................................................................................................................... 15 4.5. SOFTWARE DEVELOPMENT AND INTEGRATION....................................................................................... 16 4.6. TRAINING,SUPPORT,AND IMPLEMENTATION OF SOFTWARE..................................................................... 16 4.7. SPECIFICATION WORKSHEET............................................................................................................. 16 4.8. QUESTIONS FOR VENDORS............................................................................................................... 16 5. EVALUATION AND VENDOR SELECTION PROCESS................................................................................ 18 5.1. INITIAL SCREENING......................................................................................................................... 18 5.2. EVALUATION ACTIVITIES.................................................................................................................. 18 5.3. COST EVALUATION......................................................................................................................... 19 5.4. REFERENCE CHECKS........................................................................................................................ 19 5.5. DEMONSTRATIONS/INTERVIEWS....................................................................................................... 19 5.6. FINANCIAL DOCUMENTATION............................................................................................................ 19 5.7. BEST AND FINAL OFFER................................................................................................................... 20 5.8. VENDOR SELECTION ....................................................................................................................... 20 5.9. LETTER OF INTENT TO AWARD........................................................................................................... 20 "EXHIBIT A, CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT" ........ 21 "EXHIBIT B, PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY"............................................. 22 "EXHIBIT C,ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED".................................................................................... 23 69e,Ti6 Page 3 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT D,ADDENDUM ACKNOWLEDGEMENT" ....................................................................................... 24 "EXHIBIT E, DEBARMENT and SUSPENSION CERTIFICATION FORM"............................................................ 25 "EXHIBIT F, PARTICIPATION CLAUSE" ......................................................................................................... 26 "EXHIBIT G, SIGNATURE OF AUTHORITY" ................................................................................................... 27 "EXHIBIT H" REFERENCES WORKSHEET ...................................................................................................... 28 "EXHIBIT I" CITY OF RANCHO CUCAMONGA, SPECIFICATION WORKSHEET.................................................. 30 68 0f 725 Page 4 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 1. OVERVIEW 1.1. GENERAL BACKGROUND The City of Rancho Cucamonga (hereinafter "City") is inviting Vendors (hereinafter "Vendor") to submit a proposal response for Request for Proposals ("RFP") #22/23-007 for Ticketing Services in accordance with the minimum Scope of Services and Specifications indicated herein. Vendors wishing to participate in the RFP solicitation must be registered as a Vendor on Planet Bids through the City website at https://www.Cityofrc.us/your-government/procurement. Only those responses received from registered Vendors will be accepted. Responses must be submitted by the named Vendor that has downloaded the RFP, this information is indicated in the bid system and provides the ability to tabulate the responses in accordance to the named Vendors. Submitting a response under a Vendor name that does not appear to be on the Prospective Bidders list will be deemed as non-responsive and disqualify said response from further consideration. 1.2. PROPOSAL DELIVERY AND SCHEDULE OF EVENTS Complete RFP responses must be received electronically via Planet Bids prior to the due date and time specified in the below Schedule of Events. Please note, there will be no paper responses accepted. The City shall not be responsible for any delays by transmission errors. Schedule of Events Event Description Date&Time Post RFP January 11,2023 First Round Questions Due January 24, 2023, by 9:00 a.m. Addendum Issued January 26, 2023 Second Round Questions Due February 2, 2023, by 9:00 a.m. Addendum Issued February 6, 2023 RFP Response Due Date February 21, 2023, by 9:00 a.m. (The City reserves the right to change schedule of events without prior notice or responsibility to Vendor.) 1.3. DISCREPANCIES OR OMISSIONS Vendors finding discrepancies or omissions in the RFP or having any doubts as to the meaning or intent of any part thereof shall submit such questions or concerns in writing electronically via Planet Bids. The City bears no 61 of 726 Page 5 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° responsibility for oral instructions or representations. Addenda to this RFP shall be considered a part of this RFP and shall become part of any final Contract that may be derived from this RFP. 1.4. CONTINGENCIES This RFP should not be considered as a contract to purchase goods or services but is a Request for Proposal in accordance with the terms and conditions herein and will not necessarily give rise to a Contract. However, RFP responses should be as detailed and complete as possible to facilitate the formation of a contract based on the RFP response(s) that are pursued should the City decide to do so. Completion of this RFP form and its associated appendices are a requirement. Failure to do so may disqualify your RFP response submittal. Vendors must submit signed RFP responses by the due date and time as specified herein. Vendors will be considered non-responsive if the above requirements are not submitted as requested. Any scope of services, contingencies, special instruction and/or terms and conditions applicable to this RFP and any purchase order derived thereafter shall be effective as of the issue date of a purchase order for the requested work (the "Effective Date"), and shall remain in full force and effect until sixty (60) days after the City has accepted the work in writing and has made final payment, unless sooner terminated by written agreement signed by both parties. 1.5. QUESTIONS AND CLARIFICATIONS All questions or clarification requests must be submitted directly through the City's bid system no later than the due date and time indicated in the above Schedule of Events. Answers and/or clarifications will be provided in the form of an Addendum and will be posted for download from the City's bid system in accordance with the above "Schedule of Events". From the issuance date of this RFP until a Vendor is awarded, Vendors are not permitted to communicate with any City staff or officials regarding this procurement, other than during interviews, demonstrations, and/or site visits, except at the direction of Ruth Cain, CPPB, Procurement Manager, the designated representative of the City of Rancho Cucamonga. 1.6. DISPOSITION OF MATERIAL AND CONFIDENTIAL OR PROPRIETARY INFORMATION All materials submitted in response to this RFP solicitation will become the property of the City and will be returned only at the City's option and at the expense of the Vendor submitting the RFP response. A copy of the RFP response will be retained for official files and become a public record. Any material that a Vendor considers as confidential but does not meet the disclosure exemption requirements of the California Public Records Act may be made available to the public regardless of a notation or markings of confidentiality or otherwise. 62 ef;12I} Page 6 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 1.7. BRAND NAMES Any reference to brand names and/or numbers in the solicitation is intended to be descriptive, but not restrictive, unless otherwise specified. RFP responses offering equivalent items meeting the standards of quality specified may be considered, unless other specified, providing the RFP response clearly describes the article offered and how it differs from the referenced brand. Unless a Vendor specifies otherwise, it is understood that the Vendor is offering a referenced brand item as specified in the solicitation. The City reserves the right to determine whether a substitute offer is equivalent to and meets the standards of quality indicated by the brand name references, and the City may require the supply of additional descriptive material and a sample. 1.8. KNOWLEDGE OF REQUIREMENTS The Vendor shall carefully review all documents referenced and made a part of the solicitation document to ensure that all information required to properly respond has been submitted or made available and all requirements are priced in the RFP response. Failure to examine any documents, drawings, specifications, or instructions will be at the Vendor's sole risk. Vendors shall be responsible for knowledge of all items and conditions contained in their RFP responses and in this RFP, including any City issued clarifications, modifications, amendments, or addenda. The City will provide notice of any changes and clarifications to perspective Vendors by way of addenda to Planet Bids; however, it is the Vendor's responsibility to ascertain that the RFP response includes all addenda issued prior to the RFP due date. 1.9. RESERVATION OF RIGHTS The issuance of this RFP does not constitute an agreement by the City that any contract will be entered by the City. The City expressly reserves the right at any time to: • Waive or correct any defect or informality in any response, RFP, or RFP procedure. • Reject any or all RFPs. • Reissue a Request for RFPs. • Prior to submission deadline for RFPs, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the RFPs. • The City recognizes that price is only one of several criteria to be used in judging a product or service, and the City is not legally bound to accept the lowest RFP response. • The City reserves the right to conduct pre-award discussions and/or pre-Contract negotiations with any or all responsive and responsible Vendors who submit RFP responses. • Procure any materials, equipment or services specified in this RFP by any other means. 63 of 726 Page 7 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° • Determine that no project will be pursued. • The City reserves the right to inspect the Vendor's place of business prior to award or at any time during the contract term or any extension thereof, to determine the Vendor's capabilities and qualifications. 1.10. CALIFORNIA'S PUBLIC RECORDS ACT The City complies with the California Public Records Act, Government Code Section 6250 et seq, Public records are open to inspection always during the office hours of the state or local agency and every person has a right to inspect any public record, except as hereafter provided. Any reasonably segregable portion of a record shall be available for inspection by any person requesting the record after deletion of the portions that are exempted by law. Neither an RFP in its entirety, nor proposed prices shall be considered confidential and proprietary. Notwithstanding the foregoing, companies are hereby notified that all materials submitted in response to this RFP are subject to California's Public Records Act. The City 's receipt, review, evaluation or any other act or omission concerning any such information shall not create an acceptance by the City or any obligation or duty to prevent the disclosure of any such information except as required by Government Code Section 6253. Companies who submit information they believe should be exempt from disclosure under the Public Records Act shall clearly mark each document as confidential, proprietary or exempt, and state the legal basis for the exemption with supporting citations to the California Code. Pursuant to California Law, if the information is requested under the Public Records Act, the City shall make a final determination if any exemption exists for the City to deny the request and prevent disclosure. The City will withhold such information from public disclosure under the Public Records Act only if the City determines, in its sole discretion, that there is a legal basis to do so. 2. MINIMUM REQUIREMENTS 2.1. BUSINESS LICENSE A selected Vendor awarded a contract shall be required to obtain a Rancho Cucamonga Business License no later than five (5) business days from notification of award prior to being issued a Purchase Order. A selected Vendor must possess and maintain all appropriate licenses/certifications necessary in the performance of duties required under this RFP and will provide copies of licenses/certifications immediately upon request throughout the term of the Contract. 2.2. PREVAILING WAGES Where labor is required for a public work as a part of any requirement covered by this RFP, pursuant to the provisions of the Labor Code of the State of California and/or the federal Davis-Bacon Act, a selected Vendor(s) shall pay no less than those minimum wages unless an exemption applies. In certain cases, an exemption from 64 ef;�_6 Page 8 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° the prevailing wage requirement may apply to the scope of work. (See Cal. Labor Code § 1720(c)(1), (5); 42 USC § 5310(a). However, the City makes no representations in this RFP that such an exemption will apply or that prevailing wages will not be required for a scope of work covered by this RFP. 2.3. REPRESENTATIVES Should a selected Vendor require the services of a third-party to complete the Scope of Services indicated in this RFP, the awarded Vendor will not assign, transfer, convey or otherwise dispose of the contract or its right, title or interest in or to the same, or any part thereof. Any attempt by the awarded Vendor to so assign,transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. The awarded Vendor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services including Vendor's subcontractor. All Services shall be performed by the awarded Vendor or under the awarded Vendor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by state and local law to perform such services. The awarded Vendor shall be responsible for payment of all employees' and subcontractors'wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Vendor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. In case of default by the Vendor, the City may take the following actions which shall include but not be limited to; cancellation of any purchase order, procurement of the articles or service from other sources and may deduct from unpaid balance due to the Vendor, or may bill for excess costs so paid, and the prices paid by the City shall be considered the prevailing market prices paid at the time such purchase is made, withholding of payment until final resolution. Cost of transportation, handling, and/or inspection on deliveries, or Vendors for delivery, which do not meet specifications, will be for the account of the Vendor. City Representative: For the purposes of this Agreement, the contract administrator and City's representative shall be Wess Garcia, or such other person as designated in writing by City ("City 's Representative"). It shall be the Vendor's responsibility to assure that City 's Representative is kept informed of the progress of the performance of the services, and the Vendor shall refer any decisions that must be made by City to City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 66en26 Page 9 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° Vendor Representative: The response to this RFP shall designate the representative of the Vendor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Vendor's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Vendor's Representative will be a substantial inducement for City to enter into an Agreement with the Vendor. Therefore, the Vendor's Representative shall be responsible during the term of any Agreement for directing all activities of Vendor and devoting enough time to personally supervise the services hereunder. The successful Vendor may not change the Vendor's Representative without the prior written approval of City 's Representative. 2.4. EMPLOYEE CONDUCT All Vendor personnel must observe all City regulations in effect at the location where the Services are being conducted. While on City property, the Vendor's personnel shall be subject to oversight by City staff. Under no circumstances shall the Vendor's or Vendor's sub-contractor personnel be deemed as employees of the City. Vendor or Vendor's subcontractor personnel shall not represent themselves to be employees of the City. Vendor's personnel will always make their best efforts to be responsive, polite, and cooperative when interacting with representatives of the City and City employees. The Vendor's personnel shall be required to work in a pleasant and professional manner with City employees, outside Vendors and the public. Nothing contained in this RFP shall be construed as granting the Vendor the sole right to supply personal or contractual services required by the City or without the proper City approval and the issuance of a Purchase Order. 3. RFP RESPONSE FORMAT AND SUBMISSION REQUIREMENTS Completion of this RFP form and its associated Exhibits are a requirement. To be considered responsive and evaluate RFP responses fairly and completely Vendors must comply with the format and submission requirements set out in this RFP, and provide all information requested. Failure to comply with the instruction indicated herein or any part of this RFP will deem said RFP response as non-responsive and will not receive further consideration in the evaluation process. If only one RFP response is received, the City reserves the right to discard the response, re-bid or proceed with an RFP review and negotiations. RFP responses are due on the date and time indicated in the above schedule of events. Submittals shall be submitted electronically via Planet Bids; no paper RFP responses will be accepted. RFP responses must include the information required by this RFP. 3.1. COVER LETTER/INTRODUCTION RFP responses must include the complete name and address of Vendor and the name, mailing address, and telephone number of the contact person regarding the RFP response. A signature by an authorized 66 _6 Page 10 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° representative must be included on each RFP response. Said signature will be considered confirmation of the Vendors ability and willingness to comply with all provisions stated herein. 3.2. TABLE OF CONTENTS The Table of Contents must be a comprehensive listing of the contents included in your RFP response. This section must include a clear definition of the material, exhibits and supplemental information identified by sequential page numbers and by section reference numbers. Each section of the RFP response will be separated by a title page at the beginning of each section. 3.3. EXECUTIVE SUMMARY The Executive Summary shall condense and highlight the contents of the Vendor's RFP response to provide the Evaluation Committee with a broad understanding of the Vendor's approach, proposal, experience and staffing. 3.4. EXPERIENCE The Vendor shall provide a concise statement demonstrating the Vendor's qualifications, experience, expertise and capability to perform the requirements of this RFP. Provide a brief history of your company, including. • The number of years in business, • The firm's service commitment to customers, • If the firm is involved in any pending litigation that may affect its ability to provide its proposed solution or ongoing maintenance or support of its products and services. • A statement as to whether your firm is an individual proprietorship, partnership, corporation, or private nonprofit firm, and the date your company was formed or incorporated. 3.5. THIRD-PARTY/SUBCONTRACTORS If the Vendor intends to subcontract, a detailed list of any sub-contractors, partners, or third-party Vendors who will be involved in the implementation of the proposed services including but not limited to: • Description of the Vendor's experience with each of the proposed subcontractors, • Three (3) customer references for each subcontractor to include references names, addresses, and telephone numbers, for products and services like those described in this RFP, • Describe the specific role of each. 3.6. STAFF BIOGRAPHIES Submit the resumes of the individuals who will be performing the services for the City. Resumes shall be formatted in the following order: • Position with the Company, 67 ef 7_6 Page 11 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° • Length of time with the Company, • Licenses, registrations, and certifications as required by law to perform the Scope of Work described herein, • Educational background, • Role in the Project, • Experience with the minimum requirements stated herein, • Work history on similar or like projects with the other municipalities. 3.7. PROPOSAL RESPONSE Vendors are required to provide a full, detailed response to the City 's Scope of Services which are identified herein. Vendors should be as thorough as possible in their response as it may be the only opportunity to convey information regarding your business, ability and required qualifications to complete the services needed. A Proposal Response will not contain any cost information, the only place cost can be provided is in Planet Bids in the line items. Proposal Responses are to be attached in Planet Bids system under the Response Types "Proposal Response"tab. 3.8. EXHIBITS A THROUGH H The following named Exhibits A through H are a requirement and must be complete and signed where required. Exhibits are not to be included in your proposal response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits —G, H. Failure to comply with this instruction will deem your RFP submittal as non-responsive. 3.9. NON-DISCLOSURE CONFLICT OF INTEREST Specify any possible conflicts of interest with your current clients or staff members and the City. A signed "Exhibit A, Conflict of Interest and Non-Disclosure Agreement" included herein must be submitted under the Planet Bid Response Types, Exhibits A—G. 3.10. PROFESSIONAL SERVICE AGREEMENT In addition to the acceptance of the City's Terms and Conditions, the successful Vendor will be required to enter into a Professional Services Agreement ("PSA") with the City, a "Sample" of which is attached in the City 's bid system for review. All requirements of said PSA must be completed by the successful Vendor and signed by both applicable parties prior to any services being rendered. This RFP sets forth some of the general provisions which may be included in the final PSA. In submitting a response to this RFP, Vendor will be deemed to have agreed to each clause unless otherwise indicated in "Exhibit B, Professional Services Agreement Exceptions Summary" and the City agrees to either accept the objection or deviation or change the PSA language in writing. 68 ef;12F) Page 12 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° Failure to raise any objections at the time of this RFP response submittal will result in a waiver of objection to any of the contractual language in the PSA at any other time. The signed Exception Summary must be submitted in Planet Bids system under the Response Types tab Exhibits A—G. 3.11. ACKNOWLEDGEMENT OF INSURANCE Vendors must meet all insurance requirements as outlined in the Professional Services Agreement. Ability to comply with said requirements must be indicated with signature of"Exhibit C. Acknowledgement of Insurance Requirements and Certification of Ability to Provide and Maintain Coverages Specified". The awarded Vendor will be responsible for providing the required Certificates of Insurance and must be the Named Insured on the Certificates. Certificates of Insurance from any other entity other than the awarded Vendor, will not be accepted. The signed Acknowledgement of Insurance must be submitted under the Planet Bid Response Types, Exhibits A—G. 3.12. ADDENDUM ACKNOWLEDGEMENT The Vendor shall hereby acknowledge they have received all posted Addendums, if any. It is the Vendor's responsibility to log into the Bid System to identify and download the number of addenda that have been posted. Addenda issued in correspondence to this RFP shall be considered a part of this RFP and shall become part of any final Contract that may be derived from this RFP. Vendors must indicate their acknowledgement of any Addendums by way of signature on "Exhibit D, Addendum Acknowledgement" and must be submitted under the Planet Bid Response Types, Exhibits A—G. 3.13. DEBARMENT AND SUSPENSION Bidding Vendors must verify by way of signature to "Exhibit E, Vendor Certification Form" that they are not listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Vendor nor any of its proposed subcontractors are tax delinquent with the State of California. The signed exhibit must be submitted under the Planet Bid Response Types, Exhibits A—G. 3.14. PARTICIPATION CLAUSE Vendors shall provide a completed "Exhibit F, Participation Clause", must be submitted under the Planet Bid Response Types, Exhibits A—G. This will indicate a Vendors agreement to or not to allow other entities to utilize the RFP response and awarded contract as a piggyback option. 3.15. SIGNATURE OF AUTHORITY "Exhibit G", Signature of Authority must be submitted under the Planet Bid Response Types, Exhibits A—G. Unsigned RFP responses will not be accepted. The Signature of Authority declares that the Vendor has carefully 69 of 726 Page 13 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° examined the instruction indicated herein including all terms and condition and specifications, and hereby proposes and agrees, if the Vendors RFP response is accepted, Vendor agrees to furnish all material in accordance with the instruction and specifications in the time and manner prescribed for the unit cost amounts set forth in the Vendors RFP response. 3.16. COMPANY REFERENCES Provide a minimum of four (4) references, preferably with other municipalities in which similar services are being performed. References must be for work performed or completed within the past three (3) years. "Exhibit H, Reference Worksheet", must be complete and uploaded into the Planet Bid system under the "Response Type" section identified as "Exhibit H". While the Reference Worksheet accompanies your RFP response it is not to be discussed in any other area of the RFP response other than the "Response Type, Exhibit H" in Planet Bids. 3.17. LINE ITEM PRICING Line item pricing for this RFP must be provided directly in the Planet Bids system under the "Line Items" tab. This pricing is not an estimate and is firm fixed price for each item listed. Vendors pricing quotes outside of the pricing listed in Planet Bids under the "Line Items" tab will not be accepted or considered for award. Any additional cost required should be noted in the additional cost line item and a summary of the cost provided in the notes section of the line item. While Line item pricing accompanies your RFP response it is not to be discussed in any other area of the RFP response other than the "Line Item" tab in Planet Bids. The City will not be obligated to any estimated pricing or pricing not identified in the "Line Item" tab in Planet Bids. Failure to provide the required Line Item pricing in the required format will cause Vendors RFP response to be considered as non-responsive and be eliminated from proceeding any further in the process. Any questions or clarifications regarding how to correctly submit Line Item pricing should be submitted by the "Questions Due" date and time indicated in the schedule of events. 4. SCOPE OF WORK 4.1. OVERVIEW The City of Rancho Cucamonga is accepting proposals for a ticketing system that has a proven record of providing ticketing services including but not limited to performing arts, student group activities, parties, events, classes, timed tickets, and concerts. The City is seeking to consolidate operations within one system that can support current and future ticketing needs across two departments, Community Services - Lewis Family Playhouse (Playhouse) and the Rancho Cucamonga Public Library's - Second Story and Beyond' discovery space (RCPL). The Victoria Gardens Cultural Center is home to three-major elements: a full-service Library for the City of Rancho Cucamonga which will be home to the Second Story and Beyond® discovery space; the 560-seat :7e ef 726 Page 14 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° performing arts center:The Lewis Family Playhouse and Celebration Hall with approximately 4,500 sf of meeting and banquet space for all of life's celebrations. Second Story and Beyond' is an innovative project of the Rancho Cucamonga Public Library and will combine dynamic, interactive exhibits with robust program spaces to engage the community as creators and innovators. RCPL expects an annual attendance to fall between 55,000-75,000 visitors. The Playhouse has an annual attendance of 45,000 visitors a year. Both facilities are housed next to each other in the Victoria Gardens Cultural Center. 4.2. BACKGROUND The Playhouse is currently using a ticketing system for all ticketed events. With the introduction of Second Story and Beyond° at the Library, we seek software that will be able to support the needs of the discovery space and theater. The Playhouse will be migrating data to the new ticketing system, during this time, ticket sales will be ongoing during the transition. It is imperative that all data from the Playhouse be transferred accurately and seamlessly to the new ticketing system. Second Story and Beyond° is currently in the construction phase and is slated to open in Fall 2023. Both venues will be looking for marketing features that will increase ticket sales over time, communicate with current and future donors and members, and assist in the organization of large school groups visits. Ideally, the City is seeking two different accounts housed in one system. The functionality of this ticketing software will need to meet the needs of both entities. We are looking to work with a ticketing firm that has the capacity for admissions, memberships, school visits, multi-day classes, ability to run various reports, marketing features, and other software needs that are met and able to be maintained by our staff with training and minimal support. 4.3. PROJECT PARAMETERS The ticketing system requirements include: • Ability to print reports separately and support to two different venues, RCPL and the Lewis Family Playhouse • Migration of data from the current Playhouse ticketing system to the new ticketing system • Online flexible subscriptions and online school group bookings • A robust testing site that emulates the live sales environment • The ability to track donations, memberships and sponsorships (highly desirable) • A target'go live' date for RCPL October 2023 and the Playhouse starting June 2024 4.4. DELIVERABLES The deliverables include: • Complete responses to items in 'Attachment 1' • Responses to the questionnaire in this RFP • Timeline for the project schedule, milestones, and implementation :71 ef;�26 Page 15 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° • List of hardware needed for both venues including cost and lead times. The final deliverables for the ticketing system will be one bid packet addressing all parts of this RFP. 4.5. SOFTWARE DEVELOPMENT AND INTEGRATION Once the contract is awarded, the vendor will schedule and plan for data migration for the Playhouse and installation of the new ticketing system for RCPL. Meetings are to occur regularly between the vendor and the two teams to share the vendor's progress in system development. Communication for ticketing system rollout with completion of schedule and timeline for staff support and training. Responses from RCPL and Playhouse will be a maximum of five (5) business days of inquiry. Communication with our information technology department (DoIT) and Finance department is vital for successful roll out. 4.6. TRAINING,SUPPORT,AND IMPLEMENTATION OF SOFTWARE The City requires: • Training and support for venue, box office/ library staff, and end-user ticketing system issues • Access to remote 24/7 help desk • On-site support where applicable • Ongoing training for staff on updates and new features 4.7. SPECIFICATION WORKSHEET Please see "Exhibit I, City of Rancho Cucamonga, Specification Worksheet". 4.8. QUESTIONS FOR VENDORS Vendors are required to answer the following questions in detail. No more than 20 pages of narrative will be accepted, using no less than 11-point font size, single line space, and no more than 10 pages of digital photos. Adherence must be paid to this instruction, failure to comply will deem vendor's response as non-responsive and will not be considered for further in the evaluation process. 'Questions For Vendors'responses are not to be included in your bid response. The response document must be submitted in Planet Bids system under the Response Types, Attachment A, 'Questions for Vendors'Response. • How will the ticketing system keep track of visitors coming in and out of the discovery space? Is there an ability for in and out privileges? If yes, please explain the process. • Please provide a detailed outline of data migration structure, schedule and support for both Playhouse and RCPL. • How would you approach offering free and/or discounted tickets to EBT and WIC card holders with an advance online purchase with timed ticketing? • Please tell us your process and approach for implementing ticketing services for both the Playhouse and RCPL. 72 ef;12I} Page 16 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° • Describe the training provided in the use of the system. Cite the methodology in which this training is provided. Include staff training/support prior to and after go live date. • Describe the role that a dedicated account representative would serve and the escalating support levels your organization provides as it pertains to: o Venue, box office/ library staff, and end-user ticketing system related issues o Remote 24/7 help desk o On-site support, where applicable • Tell us about your ability to integrate with finance systems. Which systems do you have direct compatibility with (if any)? Do you have integration with Workday? • What is your proposed schedule for completing this project? Please include regular meetings and deliverables for each phase. Describe what kind of meetings you suggest (e.g. in person, phone, virtual meetings). • Please submit a detailed budget for the work and expenses you would dedicate to this project, including: o An organizational chart showing the level of responsibility for all major participants of your staff who will work on this project. The staff identified here should also be clearly identified in the line-item tab located in Planet Bids. o For each person listed on the chart please provide the estimated number of hours that person is expected to work on this project. • How will you intend to handle the requirements for providing data migration and setting up a new ticketing system? Please provide resumes for any subcontractors you'd be hiring for this scope of the work. • Please indicate what other projects and their sizes (in dollars) you would be working on during the same time frame as this project. • We are interested in your past work on similar projects within the past five years. o Describe the work you performed for three projects of similar scope, size, and budget to this project that are still in operation where we can also talk to your liaison on that project. Make sure to include what year each project opened. o Please provide current phone and e-mail contact information for your liaison on each project, as well as the role in which they were involved in during the project. What year did each project go live? o For each project, please list: ■ The total budget for new ticketing system and data migration. Note if any of the following items were excluded from the budget listed above in: o Computer hardware and software o Media production and equipment o Warranties o Data migration o Staff training :73 of 726 Page 17 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° ■ If a budget of any of these items was not revealed to you, please provide an estimate or estimated range on what you thought it was and indicate that this is your estimate and not a confirmed number. ■ Did these projects come in on time and on budget? If not, what was the variance on each, and what was the primary reason for the variance? ■ How much venue staff training time went into these projects? Please provide a list of any pending lawsuits, liens, and outstanding financial liabilities for your vendor or a statement that none exist. 5. EVALUATION AND VENDOR SELECTION PROCESS 5.1. INITIAL SCREENING All RFP responses will undergo an initial review to determine responsiveness to the instructions herein. Those RFP responses initially determined to be responsive by meeting the RFP requirement as indicated herein will proceed to the next phase of the evaluation process. 5.2. EVALUATION ACTIVITIES RFP responses deemed as having met the standard RFP requirements as indicated herein are then evaluated by an Evaluation Committee. The RFP submittals are scored and assigned a ranking of one (1) through ten (10), ten being the highest possible score. The following criteria have been assigned percentages that the criteria will be scored against, based upon but not limited to the following evaluation criteria factors: Criteria Assigned Criteria Description Percentage Proven experience in both performing arts venues and museums. 20 Ability to meet Specification requirements in 'Exhibit 1'. 25 Business Intelligence-data gathering,analytics,and reporting 15 Ability to facilitate marketing functions and features 10 Staff training and support 10 Extent to which the Vendors services or goods meet the City's needs 10 Cost 10 74 ef 726 Page 18 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 5.3. COST EVALUATION Cost Proposals are evaluated and scored based on the following calculations; Score = Lowest Proposal Cost/ Cost of Proposal being scored X Maximum Points Available (10) The score is then added to the spreadsheet criteria scores. 5.4. REFERENCE CHECKS If determined to be required reference checks are conducted by the Procurement Division and the requesting department may or may not be present during the process. The reference checks may be conducted by phone with the information being scribed or conducted by a written form, submitted to the Vendor's reference contact. Reference contacts will be asked several predetermined questions for response and to provide a score from one (1) to ten (10), ten being the highest. Scores are then tabulated and added to the spreadsheet with the criteria scores. It is imperative that Vendors provide up to date and accurate information regarding contact information for reference checks. All scores are then tabulated into the final Vendor ranking. Evaluators do not see the Vendor References or pricing line items. The proposed pricing is evaluated by the Procurement Division during the initial review of the RFP response, only to ensure that the proposed cost is not over the City's budgeted amount or Not-to-Exceed amount for the project. 5.5. DEMONSTRATIONS/INTERVIEWS Upon completion of the RFP evaluations and data analysis, and only if necessary, selected top ranked Vendors will be provided an opportunity to interview and conduct a demonstration or presentation to further expand on their RFP response. Vendor interviews/demonstrations are scored and assigned a ranking of one (1)through ten (10), ten being the highest possible score, based upon but not limited to the evaluation criteria factors as stated within the RFP. If selected, vendors must give an overview of the ticketing software, including but not limited to: o Demos ■ Customer Service ■ User interface for employees and customers ■ Finance and reporting ■ Marketing features ■ Membership features (for fund development or RCPL sales) 5.6. FINANCIAL DOCUMENTATION Vendors that proceed to the short-list may be required to submit financial documentation as proof of its firm's financial stability and strength. A financial review will be conducted by the City Finance Department. Should a Vendor wish for its financial documentation to be treated as proprietary or be returned upon completion of the 76 of 726 Page 19 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° review, the documentation must clearly be marked as such. The following documentation will be required of each Vendor on the short-list: • A copy of the Vendor's most recent annual report. • Audited (by a third party), balance sheets and income statements for the past three (3)years. • If audited data is not available, Vendor shall submit copies of complete tax returns for the past three (3) years. • Describe any regulatory censure and past or pending litigation related to services provided by the Vendor. • Indicate all applicable information regarding Vendor ownership changes in the last three (3) years. 5.7. BEST AND FINAL OFFER Upon completion of Vendor presentations, the City reserves the right to conduct pre-award discussions and/or pre-contract negotiations with all or only top ranked Vendors. At which time the City may request a Best and Final Offer to be submitted from one or all finalists. 5.8. VENDOR SELECTION The final Vendor selection is based on which Vendor is the most responsive, meeting the City's requirements, offering the best value at the most competitive price. The City is not obligated to award to the lowest price proposal. The City may conduct negotiations with several Vendors simultaneously. The City may also negotiate contract terms with the selected Vendors prior to award. The City, at its sole discretion, reserves the right, unless otherwise stated, to accept or reject all or any RFP responses, or any part thereof, either separately or to waive any informality and to split or make the award in any manner determined to be in the best interest of the City. 5.9. LETTER OF INTENT TO AWARD After a final Vendor selection is determined, a Letter of Intent to Award (LOI) will be posted for review by all participating, responsive Vendors. Negotiations shall be confidential and not subject to disclosure to competing Vendors unless an agreement is reached. If contract negotiations cannot be concluded successfully, City may negotiate a contract with the next highest scoring Vendor or withdraw the RFP entirely. :7s ef 726 Page 20 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT A, CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT" It is the policy of the City to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements ("PSA") with potential Vendors. I do not have specific knowledge of confidential information regarding RFP responses received in response to the Request for Proposal ("RFP")#22/23-007 for Ticketing Services. I agree not to disclose or otherwise divulge any information pertaining to the contents, status, or ranking of any RFP response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, reproduction of any part or any portion of any RFP response, or removal of same from designated areas. I, the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein. (Print Name) (Relationship to the City) (Relationship to the Vendors) (Signature) (Date) Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. Page 21 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT B, PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY" Mark the appropriate choice, below: Vendors accepts the PSA without exception. OR Vendors proposes exceptions to the PSA. Summarize all exceptions on a separate document. Enclose a written summary of each change and title as "Exception Summary", which shall include the Vendors' rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted summary may deem the response as non-responsive. Signature Printed Name Title Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. :78 ef;�26 Page 22 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT C, ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED" I, the (President, Secretary, Manager, Owner or Representative) of , certify that the (Name of Company, Corporation or Owner) Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Proposal ("RFP") #22/23-007 for Ticketing Services have been read and understood and that our Vendors is able to provide and maintain the coverage as specified in the PSA. Failure to provide said coverage, upon request to finalize the PSA prior to award shall be enough cause for immediate disqualification of award. Failure to maintain said coverage shall result in termination of the contract. Signature Printed Name Title Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. 79ef;12F Page 23 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT D, ADDENDUM ACKNOWLEDGEMENT" The Vendors hereby acknowledges the following Addenda Number(s) to this RFP have been received, if any. Vendors understands failure to acknowledge any addenda issued may cause the RFP response to be considered non-responsive. It is the Vendors' responsibility to log into the Bid System to identify and download the number of addenda that have been posted. Signature Printed Name Title Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. ae ef;12F Page 24 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT E, DEBARMENT and SUSPENSION CERTIFICATION FORM" I certify that neither (Vendor) nor any of its proposed subcontractors are not currently listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Vendor nor any of its proposed subcontractors are tax delinquent with the State of California. I acknowledge that if Vendors or any of its subcontractors subsequently are placed under suspension or debarment by a local, state or federal government entity,or if Vendors or any of its subcontractors subsequently become delinquent in California taxes, our Proposal will be disqualified. Signature Printed Name Title Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. 81 F;'26 Page 25 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT F, PARTICIPATION CLAUSE" It is hereby understood that other government entities, such as cities, counties, and special/school districts may utilize this RFP response at their option for equipment or services at the RFP response price for a period of days. Said entities shall have the option to participate in any award made because of this solicitation. Any such piggy-back awards will be made independently by each agency, and the City is not an agent, partner or representative of these agencies and is not obligated or liable for any action of debts that may arise out of such independently negotiated piggy-back procurement. Each public agency shall accept sole responsibility of its own order placement and payments of the Vendors. Successful Vendors will extend prices as proposed herein to other governmental agencies, please specify. YES NO Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H. 82 ef 6 Page 26 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT G, SIGNATURE OF AUTHORITY" The undersigned firm declares that they have carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this RFP response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following RFP response. THE VENDOR IN SUBMITTING THIS RFP RESPONSE MUST FILL IN THE FOLLOWING INFORMATION. FAILURE TO DO SO MAY DEEM YOUR RFP RESPONSE AS NON-RESPONSIVE. Company Name: Address: (Street,Su.#City,State,Zip) Telephone#: Fax#: E-mail address: Web Address: Authorized Representative:(print) Title: Signature: Date: Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A —G, H, 1. 83 of 725 Page 27 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT H" REFERENCES WORKSHEET The following References Worksheet must be complete, please do not mark"See Attached". Provide a minimum of four (4) clients that are similar in size to the City of Rancho Cucamonga that your company has conducted comparable or like services. Preferred references should be government agencies and be a current customer within the past three (3) years. Please verify accuracy of contact information. Reference 1 Company Name Contact Name and Title Company Address Contact Telephone Number Contact Email Description of Comparative Services and Project Cost (please be specific) Company Name Contact Name and Title Company Address Contact Telephone Number Contact Email Description of Comparative Services and Project Cost (please be specific) 84 of 725 Page 28 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° Reference 3 Company Name Contact Name and Title Company Address Contact Telephone Number Contact Email Description of Comparative Services and Project Cost (please be specific) Reference 4 Company Name Contact Name and Title Company Address Contact Telephone Number Contact Email Description of Comparative Services and Project Cost (please be specific) Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits H. 85 of 725 Page 29 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT I" CITY OF RANCHO CUCAMONGA, SPECIFICATION WORKSHEET Vendors must indicate compliance with specifications by check mark in the "MEETS", "EXCEEDS", "N/A",or"NO" column. • MEETS—Indicates that the Vendor is in full compliance with the specification. • EXCEEDS—Indicates that the proposed solution will surpass all expectations for that specification. • N/A—Indicates that the specification does not apply to the proposed solution. • NO— Indicates that there is one or more exception(s) being taken. All exceptions must be fully explained in the comment section of the below table. A separate page titled "Specification Exceptions", giving reference to the specification "Description Title" may be used if required. Failure to complete this form will result in the proposal being rejected. N UJ SPECIFICATIONS ,'j; u z z COMMENTS w ACCESS CONTROL 1. Support wireless scanners. 2. Scan in off line mode when there is no access to wireless. 3. Manually record and report on attendance of free/unticketed customers(under age 3). 4. Validate membership is active when membership card is scanned or swiped. 5. Support manual entry to record member attendance. Must record number of adults and children. 6. Enforce limits of member entry benefits based on membership levels. 7. Offer standard reports that include information on scanned tickets. 8. Print bar codes on tickets, passes and membership cards to facilitate access control. 9. Support barcodes that allow entrance to multiple itinerary items (i.e. one ticket per individual that 86 of 725 Page 30 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° allows general admission to the Library and event/room). 10. Generate the same barcode regardless of fulfillment method (paper or electronic), requiring only one barcode scanning solution. 11. Cellular ticket scanning. BUSINESS INTELLIGENCE 12. Access to database tables for querying and reporting. 13. Design custom reports and offer full and open access to the database to easily exchange data with other systems. Describe your approach. Please indicate any additional software or hardware that may be required to produce these reports. 14. Daily close reports for cashiers that include transaction history and totals by payment method for reconciling drawers. 15. Report on transactions by point of sale, product, payment type, date, staff/user, customer type. 16. Reports on transaction history. 17. Schedule reports to email or print on a set schedule. 18. Reports on coupon, promotion and digital pass usage broken out by point of sale. 19. Robust, flexible reporting tool that uses real-time data. 20. Lists of customers who have received funding or scholarships. 21. Schedule reports to automatically send to a defined list of email recipients. 22. Export reports to Word or Excel for further manipulation. 23• Suite of pre-defined reports. 87 of 725 Page 31 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° FINANCE 24• Support credit card swipes. 25. Support all major credit card payment methods. 26. Assign one or more general ledger accounts to specific product and ticket types. Ability to assign revenue to each account by percentage and entered amount, based on desire of client. 27. Support selling and redeeming gift certificates. Track value as cards/certificates are used. 28• Support electronic check processing. 29. Calculate change due to customer. 30. Accept methods of payment - cash, check, credit card, gift certificate, coupon, pass, scholarship, Apple Pay. 31. Record payment methods(including cash,check,credit card, etc.) on all transactions. 32. Accept multiple payment types for a single ticket sale. 33. Ability to make credit card refunds credited to any credit card number. 34. Ability to export as txt file. 35. Require a password to use certain payment methods (i.e.,vouchers, passes). 36. Encrypt all credit card data during transmission, including transmission from client to server. 37. Track all forms of payment by cashier log-in. 38. Enable Library management to audit all transactions on a user-by-user basis. 39. Chargebacks- who handles these? how are they handled? 40. Maximum numbers in the general ledger stream that show on reports. GROUPS 41. Easily reserve large number of seats in a single pass. 88 of 725 Page 32 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 42. Allows for installment payments. 43. Automatically create and send customizable invoices &group sales contracts. 44. School group reservation must capture name of school, primary contact/teacher, grade(s), arrival and departure times, field for additional needs. 45. Submit scholarship request to Library with reservation information. 46. Apply scholarships to school reservation,tracking amounts used and appropriate GL accounts. 47. Apply multiple forms of payment to one reservation. Payments may occur on multiple dates. 48. Support consignment tickets for reseller outlets. Track consignments and manage separately on performance reporting. MARKETING 49. Describe your integration with marketing to members, ticket holders etc. 50. Describe how you track source codes. 51. Does the system integrate with social media. 52. Does the system allow for opting in for newsletter broadcast. 53. Will it automatically track purchasers, zip codes, demographics, etc. 54. Abilities for automatic follow up surveys. MEMBERSHIPS 55. Sell gift memberships and indicate recipient at the time of sale or later. Record the names and contact information for the gift giver and the gift recipient. 56. Record on the transaction whether the initial fulfillment package should be sent to the giver or the recipient. 57. Support the ability to send renewals to either the gift giver or the recipient. 89 of 725 Page 33 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 58. Save on the record if a member specifies that giver or recipient should receive all renewal notices. 59. Track members benefit usage on the member record. 60. Enforce ticket limits for member discounts based on level of membership and number of people covered. 61. Allow a new member to take advantage of member benefits immediately. 62• Support the creation of temporary membership cards. 63. Support the creation of permanent/plastic membership cards with barcodes and magnetic swipe. 64. Support the creation of digital membership cards/virtual membership. 65. On the member cards, print ID photo(s), up to two member names, address, membership level, expiration date,the customer ID number, barcode. 66. Save the printing and mailing dates of the member cards and packet on the member record. 67. Support the creation of member coupons with unique codes that are good for only one use. 68. Reprint membership cards for a fee. 69. Support the use of electronic/digital passes in all sales channels. 70. Assign number of passes automatically based on membership level when a member joins/renews. 71. Track redemption of digital passes on the member record (account balance). 72. Make available passes visible to cashier during transaction, prompting them to apply passes to order. 73. Member passes should expire with the annual membership,though Library staff may extend the pass expiration dates. 74. Define blackout dates when passes may not be redeemed. 75. Support the creation of household, corporate, library and teacher memberships with different levels of benefits. 90 of 725 Page 34 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 76. Library can define the rules around when memberships are set to expire. 77. Pull lists of members due for renewal by expiration date and member level, with output data including member names, address, e-mail address, phone numbers, customer ID number, current membership level and expiration date, and the appropriate addressees and salutations. 78. Support user-defined rules for setting member status (active, lapsed, inactive). 79. Renew membership both manually by a user and automatically. Members can renew at same level or upgrade/downgrade membership level. ONLINE 80. Allow customer to log into existing account or create new account. 81. Complete transaction as a guest without creating an account. 82. Customers who have an existing account are able to view transaction history, membership information,and update biographical information such as address, email address, etc. 83. Support real-time ticketing over the Internet, accessing live ticket inventory. 84. Give members the ability to login to their account online and have access to specific products and discounts. 85. If a customer purchases a membership online,they should be given immediate access to use their member benefits. 86. Purchase path must be accessible across a variety of platforms (i.e. mobile phone, tablets, desktop). 87. Ability to brand purchase path to match Library website. 88. With member login online, enforce limits of member benefits for ticket reservation/purchase. 91 of 725 Page 35 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 89. Library retains all services fees for online transactions, if they choose to levy them. 90. Vendor will not assess service or transaction fees for online (or any other sales)to Library or consumer. PATRON MANAGEMENT 91. Maintain central customer account including name, maiden name, nicknames or alias, multiple addresses, multiple phone numbers, multiple email addresses, and web logins. 92. Maintain sort name and/or alias field by which organization records can be queried. 93. Track contact restrictions for mail, email and telemarketing. 94. Record free-form notes about a customer, including logging customer service problems. 95. Track customer subscriptions for mail and email lists. 96. Provide tools to identify and merge duplicate records. 97. Retrieve customer's record by any combination of fields including name, address, email address, phone number, customer ID, member ID,transaction number or last four digits of credit card number. Specify any limitations. 98. Display complete history of transaction history in account including items purchased, transaction date, payment method, user who processed the order, sales channel and appropriate financial coding. PROGRAMS AND EVENTS 99 Issue tickets for events whether they are paid or free. 100. Restrict tickets for events that are exclusive to particular audiences(e.g., member events, school- only programs). 101. Scan member cards at entry to record attendance at events (without prior event ticket purchase/registration). 92 of 725 Page 36 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 102. Pull check-in list of people who have purchased/reserved tickets to an event. 103. Record manual count needs of attendance at free public programs in the Library in the ticketing system for reporting purposes. TECHNICAL REQUIREMENTS 104. Maintain a unique id for each transaction. 105. Maintain a full audit log of all transactions. 106. PCI certified. 107. Ability to create multiple security groups with varying control of system abilities. 108. Unique login for each staff member. 109. Require supervisor override to open electronic cash drawer. 110. Restrict user's ability to edit or refund items in existing transactions by security group. 111. Restrict user's ability to sell or redeem select items by security group. 112. Provide training services during implementation. 113. Provide custom programming services as an optional extra service. 114. Remotely download new program releases or modifications so that software upgrades can be accomplished without an on-site vendor visit. 115. Provide support 24/7/365 as part of standard maintenance agreement. 116. Provide on-going software support via toll-free hotline. Specify whether support is unlimited,fee per use, etc. 117. Provide remote, electronic system support so application problems can be diagnosed and remedied from a remote location. 118. Provide regular system upgrades as part of standard maintenance agreement. 93 of 725 Page 37 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 119. Provide updates and upgrades that can be deployed by qualified on site staff. 120. Provide all bug fixes, error corrections, system enhancements and new releases. 121. Regularly update documentation and provide to clients under standard maintenance agreement. 122. Provide online context-sensitive help and hardcopy user documentation. 123. Provide new software releases on a regularly scheduled basis. Specify frequency of updates. 124. Support 10 concurrent logins. 125. Support an unlimited number of accounts and transactions. 126. Specify server specifications and if hosted on-site or cloud based. 127. Allow a user to easily navigate through the system, using keyboard, hot key combinations in addition to mouse clicks. 128. Allow for user configured values in standard menus throughout the application. 129. System uses a single database for online & in-house sales and CRM Marketing. 130. Includes EMV compliant credit card processing. 131. Transactions & payments processed in local time zone. TICKET PRINTING 132. Print multiple ticket designs in a single order or batch. 133. Batch print. 134. Print receipts with transaction details, without printing tickets. 135. Print bar codes on each ticket. 136. Create a variety of ticket formats and sizes. 137. Ability to create multiple ticket templates (tickets, headers, receipts,vouchers, etc.) and preview what it will look like printed without printing. 94 of 725 Page 38 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 138. Ability to customize multiple print at home ticket templates with rotating ads and venue specific information. 139. Supports custom ticket design per event for all printing methods. 140. Delivery methods limited by date range. TICKET SALES 141. Configure basic price types of Adult, Child and Senior, each of which existing in pricing categories of General Public, Member and Group Admission. 142. Support multiple price levels per product (i.e. Adult, child, senior, member adult, member child, member senior, complimentary). 143. Configure price types of Teacher, Student, and Chaperone specifically for school groups. 144. Recognize different constituent types and apply the appropriate pricing to their transactions (e.g., apply member prices to items purchased by a customer with an active membership). 145. Allow enforcement of prerequisites for the purchase of select items(i.e. General Admission is required when purchasing an Event ticket unless the guest is a member or already has General Admission tickets). 146. Create products for Library offerings-General admission tickets with dated untimed entry,general admission tickets with dated untimed entry with show, presentation,workshop, birthday party, or event tickets. General admission tickets for dated timed-entry. General admission tickets for dated timed-entry with show, presentation, workshop, birthday party, or event tickets. 147. For ticket products, assign available dates,times and venue. 148. Ability for customer to select calendar view to see available products by date or date and time. 149. Edit open hours by event and location, to manage special extended hours or early closures. 95 of 725 Page 39 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 150. Support the creation of multiple ticketed spaces or "facilities" (STEM Room, Art Room, Birthday Party, etc.) 151. Ability to create products that are valid for multiple dates. i.e.A 3 day program that takes place every Friday at 4pm for three weeks. 152. Change a venue's capacity based on the product/show being presented. 153. Set product as restricted, requiring password or supervisor approval for sales processing. 154. Ability to require customer to complete various waivers ore releases, based on product type. i.e. COVID waiver for all products, photo release, release of liability. 155. Ability to assess service charges to non-member and group transactions through all points of sale. 156. Allow staff override to waive service charges or penalty fees on individual transactions. 157. Calculate fees as a percentage of the sale amount or as a flat fee per person or per transaction. 158. Charge specific fees based on point of sale (Circulation Desk vs. Kiosk vs. Online). 159. Maintain and enforce valid start and expiration dates on coupons/promotions/passes. 160. Support coupons/promotions that can apply a discount to a single product, specific combinations of products or entire order. 162. Discounted amounts may be a flat rate or a percentage. 163. Enforce minimum/maximum ticket limits for coupons/promotions. 164. Attach a customer account to a transaction if desired. Specify if a customer account is required to process a transaction. 165. Process tickets, membership and donation in the same transaction. 166. Allow reservations without printing tickets. 96 of 725 Page 40 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 167. Send customizable confirmation e-mail to customer from point of sale. Regenerate confirmation email upon customer request. 168. Regenerate confirmation email upon customer request. 169. Reprint ticket if lost, unscannable, etc., and cancel the originally-issued ticket. 170. Support the sale and redemption of gift cards. 171. Support the use of digital codes (alphanumeric or barcode) as gift certificate. 172. Redeem gift cards/digital codes at all points of sale. 173. Library can set expiration date of gift cards/codes. 174. Ability to host multiple kiosks to sell all products. 175. Display custom message when kiosks are offline. 176. Connect to a ticket printer and print tickets at kiosk. 177. Swipe a credit card to pay for tickets at kiosk. 178. Support off-line ticketing in the event that the server or network is inaccessible. Please describe on a separate page, the system's capabilities for selling tickets during network downtime, including managing capacities. 179. Refund transactions should link to the original order. 180. Permit full and partial refunds. 181. Ability to apply a refund to a later purchase by storing value in the customer's account. 182. Use stored credit card number from original order to refund transaction (when applicable). 183. Option to require supervisor approval for refunds or cancellations. 184. Search for existing transaction by customer name, transaction number, membership number or credit card number. 185. Support third party ticket sales, i.e. City Pass. 186. Support electronic tickets for mobile devices. 97 of 725 Page 41 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 187. Support Print at Home tickets. 188. Customize ticket design to allow sponsor recognition. 189. Add optional donation to transaction at all points of sale. Donation amount can be fixed or variable based on campaign. Library can activate/inactivate in each sales channel as they choose. 190. Provide round-up donation functionality, in which the total amount of the customer's purchase is rounded to an even dollar amount (e.g., a total purchase of $66.50 rounds to$70). 191. Support generic, multi-use coupon codes. 192. Define start and end dates when coupon must be used. 193. Define start and end dates for the event/visit that a coupon will be applied to. Library may set blackout dates for coupons. 194. Set the number of times a coupon code may be applied. 195. Create coupon offer to apply to multiple tickets of one product (e.g., $2 off Art Room, up to four tickets). 196. Facilitate the collection of customer e-mail addresses at all sales points during regular sales processes. 197. Ability to apply scholarship fund code to an order at POS. TICKETING 198. Robust test or training environment that emulates live environment.Ability to test online mobile flow without being live. Accept payments from multiple patrons in a single transaction with appropriate security measures in place. 199. Easily create and manage unlimited ticket price scales, ticket types, and service charges in house. 200. Create an unlimited number of discounts, price categories, price levels and hold codes in house. 201. Complimentary tickets can be processed within the same order as regular tickets. 98 of 725 Page 42 of 43 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-007 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° 202. Ability to sell flexible packages online. 203. Allows add ons for parking pass purchase, drinks at intermission, donations, merchandise tied to customer name. 204. Fees should be flexible in that varying types can be automatically applied based on various criteria. 205. Allow for multiple shipping methods with appropriate fees. 206. Create an unlimited number of facilities, convenience, shipping, surcharges,taxes in house. 207. Ability to include different fees for different price levels or on a sliding scale. 208. Patron can add donation at time of sale without incurring a fee on donation. 209. Fees can be included in the ticket price or added on, with clear reporting. 210. Create and manage wait lists. VENUE CREATION 211. Reserved seating offered. 212. What is the maximum number of allowable venues? 213. Allow for Reserved & General Seating in the same venue/for the same event. 214. Seats can be flagged for various reasons that affect how or when they are sold (i.e. handicapped accessible, obstructed, etc.). 215. Reserved unpaid seats easily visible from the seating chart and in reporting. 216. Seat can be flagged for various comp categories that are trackable when selected. Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits 1. 99 of 725 Page 43 of 43 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT A, CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT" It is the policy of the City to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements ("PSA") with potential Vendors. I do not have specific knowledge of confidential information regarding RFP responses received in response to the Request for Proposal ("RFP")#22/23-006 for Ticketing Services. I agree not to disclose or otherwise divulge any information pertaining to the contents,status,or ranking of any RFP response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, reproduction of any part or any portion of any RFP response, or removal of same from designated areas. I,the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein. gordon dyer (Print Name) Proposed Vendor (Relationship to the City) CFO (Relationship to the Vendors) N" gordon dyer(Dec s,2022 1"r (Signature) Dec 8, 2022 (Date) Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 22 of 44 100 of 725 December 8,2022 Ruth Cain,CPPB,Procurement Manager City of Rancho Cucamonga Procurement Division 10500 Civic Center Rancho Cucamonga,CA 91730 Re:City of Rancho Cucamonga Request for Proposal No.22/23-006 Dear Ruth Cain: We have reviewed the City of Rancho Cucamonga's("you","your") Request for Proposal to provide a ticketing solution for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond' (the"RFP"),including your standard terms and conditions.While many of the terms and conditions are not objectionable,there are others that overlap or conflict with the contractual terms that we normally propose for a deal of this type,which we have attached in standard form in the Appendix. Based on our experience of contracting and making our subscription software and services available to our thousands of customers,we believe that our standard contract is a balanced and efficient foundation on which to build an agreement.While we are unable to commit with those overlapping or conflicting terms proposed,for your ease of reference,below are some key terms from our standard contract including noting exceptions to some terms from your Agreement for Professional Services("PSA"). In submitting our proposal,we are not necessarily indicating compliance with every requirement of the RFP, however we take pride in having a flexible,business-minded approach to the contractual process.We are amenable to negotiating any final contract expeditiously and in good faith and with a view to incorporating your specific concerns and compliance with cited laws,as appropriate,whether as reflected in the terms and conditions put forward in the RFP or otherwise.Please note that if there is a conflict in the RFP and our response or final contract that is agreed to,we would expect the latter to take priority.For this reason,we do not feel it is appropriate to include the RFP and Response into the final contract. Key Terms in our Standard Contract and Exceptions to your PSA • Our standard contract term is five (5)years;however where we are proposing pricing for a shorter time period,that is clearly stated within the RFP response. • We confirm that we take appropriate efforts to secure our systems and that we are PCI-DSS compliant. • Renewal terms and pricing can be negotiated,with default terms included if new terms are not agreed. • Regarding Section 14(Termination)of your PSA,while our standard contract is for a committed term,we provide you with termination rights for key concerns,such as material breach and insolvency.We allow termination for cause that is specific to a material issue,not simply any failure or for convenience. • We include our aggregate liability amount and remedies that are proportionate to the services offered,and which are foundational to enable us to offer efficient pricing,resource deployment and continual product enhancement. 101 of 725 • Sections 6.3 and 6.4(Contractor's Personnel)of your PSA would have to apply only to the extent applicable and subject to our aggregate liability amount. • Regarding Sections 7.1 (Ownership of Work Product)and 7.2(Assignment of Intellectual Property Interests)of your PSA,while we confirm that we will obtain no rights in your customer data and we provide you with the right to use the subscription software and services,as a SaaS provider we retain IP ownership in our software and derivative/related services and work we provide and do not assign these rights to you. • Regarding Section 7.3 (Title to Intellectual Property)of your PSA,we do not provide you with legal title to or a right to reproduce our work.This Section 7.3 of your PSA would be subject to our warranties and limitations as per Section 5.1 of our standard contract.While we do not provide broad indemnities we provide an uncapped third-party intellectual property indemnity. • Regarding Section 11 (Indemnification)of your PSA while we provide an unlimited indemnity for third party intellectual property claims,we do not provide broad based indemnities. • Regarding Section 13 (Cooperation)of your PSA inclusion of this in our final contract would be subject to our aggregate liability amount and remedies. • Regarding Section 12 of your PSA(Insurance)we cannot agree to certain requirements or provide certificates of insurance or endorsements until our insurer has reviewed and approved your requirements and we have entered into an executed final agreement.We have an appropriate amount of insurance coverage(generally similar to those outlined in you Section 12)and are agreeable to naming the City as additional insured to our Commercial General Liability Policy only.Regarding your Section While we do not have coverage for owned automobiles,our Commercial General Liability Policy includes coverage for non-owned automobile liability and legal liability for damage to hired automobiles. • Regarding Section 12.7(Insurance)of your PSA,to effectively provide our services as a as a SaaS provider,we use reputable third-party contractors for certain specialized aspects of our services.While we remain responsible for our subcontractors,we cannot operationally promise they are bound to the City or by the same insurance and indemnity terms as your PSA. Our customers include a number of public and private entities in North America and around the world.We look forward to hearing from you and welcome the opportunity to further discuss your needs. Sincerely, — 6�n N_ gordon dyer( c 8,2022 17:52 EST) Gord Dyer Chief Financial Officer(Authorized Officer) AudienceView Ticketing Corporation gord.dyer@audienceview.com Phone:(416) 687-2000 102 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT B, PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY" Mark the appropriate choice, below: K Vendors accepts the PSA without exception. OR Vendors proposes exceptions to the PSA. Summarize all exceptions on a separate document. Enclose a written summary of each change and title as "Exception Summary", which shall include the Vendors' rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted summary may deem the response as non-responsive. g.rdo dye,(Dec 8,202217:48 EST; Signature gordon dyer Printed Name CFO Title Dec 8, 2022 Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 23 of 44 103 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT C,ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED" gordon dyer the CFO (President, Secretary, Manager, Owner or Representative) of AudienceView Ticketing Corporation certify that the (Name of Company, Corporation or Owner) Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Proposal ("RFP")#22/23-006 for Ticketing Services have been read and understood and that our Vendors is able to provide and maintain the coverage as specified in the PSA. Failure to provide said coverage, upon request to finalize the PSA prior to award shall be enough cause for immediate disqualification of award. Failure to maintain said coverage shall result in termination of the contract. gordon dyer(Dec 8,202217:48 EST) Signature gordon dyer Printed Name CFO Title Dec 8, 2022 Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 24 of 44 104 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT D,ADDENDUM ACKNOWLEDGEMENT" The Vendors hereby acknowledges the following Addenda Number(s) to this RFP have been received, if any. Vendors understands failure to acknowledge any addenda issued may cause the RFP response to be considered non-responsive. It is the Vendors' responsibility to log into the Bid System to identify and download the number of addenda that have been posted. Addendum 001 gordon dyer(Dec S,202217:48 EST) Signature gordon dyer Printed Name CFO Title Dec 8, 2022 Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 25 of 44 105 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT E, DEBARMENT and SUSPENSION CERTIFICATION FORM" I certify that neither AudienceView Ticketing Corporation (Vendor) nor any of its proposed subcontractors are not currently listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Vendor nor any of its proposed subcontractors are tax delinquent with the State of California. I acknowledge that if Vendors or any of its subcontractors subsequently are placed under suspension or debarment by a local,state or federal government entity,or if Vendors or any of its subcontractors subsequently become delinquent in California taxes, our Proposal will be disqualified. ,,orlon cycr(Dec 8,2a22 n_n8 I s I, Signature gordon dyer Printed Name CFO Title Dec 8, 2022 Date Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 26 of 44 106 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT F, PARTICIPATION CLAUSE" It is hereby understood that other government entities,such as cities,counties,and special/school districts may utilize this RFP response at their option for equipment or services at the RFP response price for a period of 0 days. Said entities shall have the option to participate in any award made because of this solicitation. Any such piggy-back awards will be made independently by each agency, and the City is not an agent, partner or representative of these agencies and is not obligated or liable for any action of debts that may arise out of such independently negotiated piggy-back procurement. Each public agency shall accept sole responsibility of its own order placement and payments of the Vendors. Successful Vendors will extend prices as proposed herein to other governmental agencies, please specify. YES NO ❑� Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H. Page 27 of 44 107 of 725 The City of Rancho Cucamonga Request for Proposal("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond° "EXHIBIT G,SIGNATURE OF AUTHORITY" The undersigned firm declares that they have carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this RFP response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following RFP response. THE VENDOR IN SUBMITTING THIS RFP RESPONSE MUST FILL IN THE FOLLOWING INFORMATION. FAILURE TO DO SO MAY DEEM YOUR RFP RESPONSE AS NON-RESPONSIVE. Company Name: Address: (Street,Su.#City,State,Zip) AudienceView Ticketing Corporation 200 Wellington Street W,2nd Floor Toronto,ON M5V 3C7 Canada Telephone#: 416-687-2000 Fax#: E-mail address: Web Address: sales@audienceview.com www.audienceview.com Authorized Representative:(print) Title: gordon dyer CFO Signature: Date: , 7Dec 8,2022 ;ordon cyu(De 8,2022 1:48 EST) Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A—G, H, I. Page 28 of 44 108 of 725 AudienceView Order Form • Order Form #: 00022101 Date: December 12, 2022 Between Client Vendor City of Rancho Cucamonga AudienceView Ticketing Corporation 10500 Civic Center Drive 200 Wellington Street West, 2nd Floor Rancho Cucamonga, California Toronto, Ontario United States, 91730 Canada, M5V 3C7 Client Attributes We know that each of our clients are unique in their businesses and how they operate.As such, we recognize the following; • Client is tax exempt • Client is a government related entity IWO, • Client is the merchant of record 1 Our Services As a global leader in the live events industry,we provide our clients with solutions designed to get your live events discovered, attended and remembered. • Use of the AudienceView Unlimited solution • Processing of up to a maximum number of tickets and other units ("Tickets")in any given Term year(the "Ticket Maximum")(See below in Service Fees) • Clients may offer complimentary tickets and in-kind tickets up to an aggregate maximum of X%of the Ticket Maximum for such term year(the"Comp Allowance").Any complimentary tickets and in-kind tickets offered in excess of X%will count towards the Ticket Maximum and any applicable per ticket fees. • Donations, are included Order form prepared for City of Rancho Cucamongaon December 12,2022 ©AudienceView 2020 POW91of 725 'VAudienceView • Term Initial Term Start Date: Contract Execution (Last date of signature on this Order Form) End Date:X year(s)after Start Date Renewal Term Following the end of the initial term, this Order Form will automatically renew for successive X year periods, unless written notice is provided by either of us 60 days prior to the start of a renewal term or the parties have mutually agreed in writing to an alternate renewal term. Service Fees We've structured AudienceView Unlimited's pricing and payments to be as straightforward as possible for your organization. All pricing below is listed in USD. Subscription fee payable in annual instalments. Per Ticket Fee Annual Subscription Fee Ticket Maximum (over Ticket Maximum) TBD TBD TBD Renewal Term Fees For each renewal term,the following apply. Subscription fee increase: X% Per ticket fee increase: X% Our services description at https://www.audienceview.com/legal/services-description/for the AudienceView Unlimited solution and legal terms at https://www.audienceview.com/legal/terms-and-conditions/are available online and are incorporated into this Order Form. Accepted and agreed City of Rancho Cucamonga AudienceView Ticketing Corporation [authorized signatory] [authorized signatory] [print full name] [print full name] [title] [title] [date] [date] Order form prepared for City of Rancho Cucamonga on December 12,2022 ©AudienceView 2020 Prof 725 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond' "EXHIBIT H" REFERENCES WORKSHEET The following References Worksheet must be complete, please do not mark"See Attached". Provide a minimum of four (4) clients that are similar in size to the City of Rancho Cucamonga that your company has conducted comparable or like services. Preferred references should be government agencies and be a current customer within the past three (3) years. Please verify accuracy of contact information. Reference 1 Company Name Virginia Tech, Moss Arts Center Contact Name and Title Jonathan Boulter, Associate Director of Patron Services Company Address 250 S. Main St., Suite 320, Blacksburg, Virginia 24061 Contact Telephone Number 540-231-9793 Contact Email jboulter@vt.edu Description of Comparative Services and The Moss Arts Center selected AudienceView to manage ticketing and CRM for their new performing arts center.They expanded Project Cost (please be specific) operations to include their student activities staff to sell tickets for student concerts. Reference 2 Company Name City of Mesa, Arizona Contact Name and Title Luis F. Ruiz, General Manager Mesa Convention Center and Amphitheatre Company Address 263 North Center Street Mesa, AZ 85211 Contact Telephone Number 480.644.2171 Contact Email Luis.Ruiz@mesaaz.gov Description of Comparative Services and The City of Mesa,AZ uses AudienceView Unlimited to facilitate event ticket sales,class registrations, and museum admissions at the Mesa Project Cost (please be specific) Arts Center,the Mesa Amphitheatre,the IDEA Museum, and the Arizor a Museum of Natural History. 111 of 725 Page 29 of 44 The City of Rancho Cucamonga Request for Proposal ("RFP")#22/23-006 for Ticketing Services for the Lewis Family Playhouse and the Rancho Cucamonga Public Library's Second Story and Beyond' Reference 3 Company Name ArtsQuest Contact Name and Title Curt Mosel, Chief Operating Officer Company Address 25 W 3rd St, Suite 300 Bethlehem Pennsylvania 18015 Contact Telephone Number (610) 332-1333 Contact Email cmosel@artsquest.org Description of Comparative Services and Through festivals and the Artsouest Center and SteelStacks arts and cultural campus,Artsouest's programming reaches more than 1.9 million Project Cost (please be specific) people annually.The organization's programs and events,approximately 50 percent of which are free to attend,have a combined economic impact of more than$136 million annually in the region. Reference 4 Company Name Denver Center for the Performing Arts Contact Name and Title Simone Gordon, IT Program Manager Company Address 1101 13th Street, Denver, Colorado 80204 Contact Telephone Number (303)446-4887 Contact Email sgordon@dcpa.org Description of Comparative Services and DCPA is one of the nation's largest non-profit theatre organizations presenting touring Broadway productions,producing Tony Award-winning plays,staging inventive Project Cost (please be specific) Cabaret-style shows,creating unique immersive experiences,teaching theatre classe for all ages,and hosting memorable events in their dazzling venues. Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits H. 112 of 725 Page 30 of 44 AudienceView UNLIMITED AudienceView Response to RFP prepared for The City of Rancho Cucamonga Prepared by: Nick Ronan Senior Director, Business Development nick.ronan@audienceview.com 917-524-7178 { vh u5, n : i -Tir { �� l e AudienceView Ticketing Corporation x �# 200 Wellington Street West,2nd Floor,Toronto ON,Canada M5V 3C7 r� Table of Contents ResponseFile................................................................................................................................................................................................3 CoverLetter / Introduction............................................................................................................................................................3 ExecutiveSummary............................................................................................................................................................................4 Experience..................................................................................................................................................................................................7 Third-Party / Subcontractors......................................................................................................................................................7 StaffBiographies...................................................................................................................................................................................8 ProposalResponse..............................................................................................................................................................................9 AudienceView ©AudienceView Ticketing 2020 2 UNLIMITED 114 of 725 Response File Cover Letter / Introduction e have prepared zne following proposal for The City of Rancho Cucamengo in respect el your search for Ticketing Services for the Lewis Family Playhouse and the Rancho C u cam ongo Public Libra ry's.Second Skoryand Beyond". I,Cord Dyer,represeritin>g AudienceView,hereby accept the requirements of this RFP pnd submit this proposal to provide the servirep,as❑utlinad and described.pUr Firm offer is valid for 180 days.T he project contact person will be Nick Ronan,Senior Director,Business Development nlCk.rondn @audiencev lew.COm 917-524-7178 Our corporate office is located at 200 Wellington Street West,2nd Floor,Taranto,ON M5V3C7,conacfa. As outllned in the RFP responses,AudienceView Unlimited is a vendor-Masted white- label solution with robust and customizable reporting capabilities,built-in event management and access control,and a fully integrated CRM with furidraising functlonallty,with Audienceview unlimited,Tile Clty Of RM010 CuCarnorga can engage In highly pefsonal.ized and relevant messaging for custorners based on metrics from numerous data points stored on the customer account.our highly customizable solution also featufMU robUSL API that The city of Rancho Cucamonga can use to Integrate with third-party applications while using Audienceview's powerful ticketing,marketing,and CRM platform. Finally,the global pandemic has made it clear that organizations need o technology partnwthat Con evolvo its affarings with the constantly Changing sto.Lv of the industry and remain financially stable through unsteady financial climates.Witty our continuous delivery model.both in product innovation and audience growth opportunities,we are easily able to respond to change.Additionally,rffst ossur®d that AudienceView is structured to succeed both now and in the future.Since2017,we have been backed ty?'Rubicon Technology Partners,who recently said,1As we look at what the tearn at Audienceview has built,anal how they've been able to pivot and support their customers,it only reinforces our confidence in AudlenoeView US a great Investment for us and our customers for today and in the long run_• e appreciate the opportunity to p-resent our response and look forward to hearing from you, Regards. A� gordon dyer C 8r 2022 17:52 EST) Gord Dyer Chief Financa Officer ALudiEenceView ©AudienceView Ticketing 2020 1 3 115 of 725 Executive Summary AudienceView Unlimited is a comprehensive and highly-configurable cloud-based platform capable of driving deeper audience engagement with the goal of maximizing lifetime patron value. AudienceView Unlimited is a single system where everything works together: ticketing, CRM,fundraising, marketing automation, group sales, mobile and website publishing,access controls,omnichannel distribution,and an incredibly robust analytics and reporting capability. It is real-time,web-based, hosted in the cloud,and is secure with compliance to PCI standards as well as those with local, state, and federal requirements. The AudienceView Unlimited platform is the only highly configurable cloud-based enterprise solution on the market in the US.At the core of AudienceView Unlimited is a sophisticated CRM with hundreds of data points that can be uniquely configured for each client. The system is capable of ingesting a multitude of data and auto-segmenting patrons through their purchases and interactions online. Powerful Business Intelligence reporting tools are core to the platform, enabling real-time automated and on-demand custom reporting without the need for SQL or other database knowledge. AudienceView Unlimited was built specifically for Performing Arts and mixed-use venues.With the most comprehensive functionality to manage interactions with your patrons,from exceptional ticketing and marketing to e-commerce to fundraising,AudienceView automates daily tasks so that staff can focus on innovative offerings and growing revenue. A core feature of AudienceView Unlimited is automation. Tasks, reports, actions, communications, and more can be scripted with ease enabling small teams to handle large operations and scale as they grow. AudienceView Unlimited also features a built in email marketing suite and full CMS suite that is mobile responsive. Many of our clients build all of their websites off our platform for a seamless experience and significant cost savings. At AudienceView,we believe data management is at the heart of every successful project. Managing your data going forward is also important as your technology evolves in the future. This is why AudienceView Unlimited features a built in data-loading tool for scheduled and on-demand import and export as well as a powerful open AN for real-time data transfer and system integration from other applications. AudienceView is a true partner with its customers, providing the"know-how" deep business analysis to help them succeed. The process begins in the activation and transition periods at the start of our relationship and continues on daily and weekly interactions through our on- going Customer Success Consulting Program and Support. AudienceView ©AudienceView Ticketing 2020 1 4 UNLIMITED 116 of 725 Included in the Subscription price is the implementation, installation, configuration,data migration,and training: Project Planning&Management Includes effort to define project plan,and manage and track the implementation effort against said plan (i.e. manage issues, risks,schedule,resources,budget,etc.). Infrastructure Setup Includes remote support of the Customer's IT team during hardware installation and setup of the new AV application instance. Assumes the Customer will also provide network access to AudienceView project resources. Status Meetings Includes a weekly project status meeting for the project. Installation Support Includes the configuration and installation of SSL certificates, payment gateway,printers,scanners,etc.Includes an AudienceView resource to provide technical configuration support.Assumes Customer makes relevant IT staff available to coordinate configuration. Requirements Gathering& Includes an AudienceView resource to analyze the Customer's Analysis business practices and requirements,reporting analysis and to provide initial configuration training. Training Includes an AudienceView resource to provide training.Training model is based on"train the trainer". Configuration Support Configuration support which would include responding to the Customer's inquires during the production configuration of the system. CMS-Web Implementation Includes branding support using the style sheets provided as part of core product.Includes the deployment of a mobile channel. Data Migration Includes the migration of: • Customer accounts • Pledged donations • Subscriptions • Advanced single ticket sales • Historic donations,single ticket admissions,and subscriptions. LIAT Support Includes remote support for Customer's acceptance testing. Go-Live Support Includes AudienceView resources for business and technical go-live support. Activation The activation process is mainly about working with your organization's staff on how to configure the system for your unique goals. As such, project scope is really a function of the time that your organization's staff can dedicate to learning and configuring as well as how sophisticated your organization wants to get with its initial use of AudienceView. Typically, 3- AudienceView ©AudienceView Ticketing 2020 1 5 UNLIMITED 117 of 725 4 months is ideal for this process as it allows for the maximum amount of staff learning while also allowing them to do their"day jobs." Upon start of the relationship,AudienceView will provision a live instance of its software for immediate use by your organization to begin the Activation process (this instance cannot be viewed by the general public until your organization is ready). There are three core streams of work required to activate AudienceView: 1. AudienceView Configuration: This ensures that the system is set up for the organization to run its business, box office,venues,donations, marketing and other key features. AudienceView provides an initial training overview and additional hands-on training throughout the process, mentoring your organization's staff at each step. 2. Online Experience: AudienceView's Content Management System (CMS) dynamically publishes your organization's e-commerce &ticket purchase mobile and website experience. The web pages can be styled to exactly match,and fully integrate with, the rest of your organization's website properties for a high-fidelity consumer experience or power your entire corporate website with the AudienceView CMS.AudienceView will work with your IT, Marketing,and Fundraising teams to make this happen. 3. Data Migration: AudienceView will manage a full data migration process for you from your current system.We also have the ability to import complete transactional history in addition to fundraising and patron data.We do ask that the data be provided to us in the required .csv formats for us to expedite this process. Around these core work streams,AudienceView provides project management services. AudienceView guides the collaboration management and reporting of the project with your organization. Our project management also includes support through the"Go Live" process,which includes operational verification of the configurations exposing the new solution to the general public,and culminates with the smooth transition to our team of Customer Success staff. Ongoing Support AudienceView's Support Team is available 7 days per week for application support and questions. Additionally, AudienceView provides a support line for customers to call,and an online portal that allows the company to assign the right resource(s) to solve any challenge. AudienceView provides on-going access to open forum training sessions which are frequently provided through an initiative that is called "AVConnect." AVConnect also includes an online portal for self-help and a community peer-support forum for common challenges and resolutions. AudienceView ©AudienceView Ticketing 2020 1 6 UNLIMITED 118 of 725 Experience As a company,AudienceView supports the business operations of over 4,000 organizations in 15 countries worldwide. Our clients transact over $3.2 billion in revenue annually on our software platforms. AudienceView is a US Private Equity backed SaaS and Media company founded in 2002. AudienceView has a long history of working with municipal venues and institutions of higher education with over 800 government and higher education clients in North America.We are a level-1 PCI-certified organization and maintain some of the highest levels of data security and compliance in our cloud-based infrastructure.We also offer P2PE end-to-end encryption to remove PCI scope from your hardware and point-of-sale operations. On April 13,2022,we received notice of a Small Claims matter filed by a former client in the Province of Quebec.We believe this claim is without merit and we are defending it. AudienceView is a true partner to our clients, providing industry knowledge and best practices to help you succeed. This begins in the activation and transition periods and continues through daily and weekly interactions with our Customer Success Program and Support Team. We build and support our proprietary software applications in-house and continually improve our products based on client feedback and market needs. All of our clients are always on the latest version of our platforms and we currently release 4 major updates to AudienceView Unlimited each year,with little to no downtime,with additional maintenance releases as required. Third-Party / Subcontractors AudienceView does not use third-party vendors for the implementation of AudienceView Unlimited. Members of the AudienceView Client Success and Engagement team will guide you through your implementation. Additionally,AudienceView's strategic partnerships and integrations help power our clients and their customers with valuable offerings that enhance the event and create memories that will keep bringing them back. Use of any of these partnerships is optional and may include additional costs or contracts. AudienceView ©AudienceView Ticketing 2020 1 7 UNLIMITED 119 of 725 Staff Biographies The following is an example of resources that could potentially be assigned to the onboarding project; Bob Nyce,Project Manager Bob focuses specifically on onboarding Unlimited clients. Previously Bob spent 4 years a PM, managing software implementations. Prior to that, he spent 10 years as the Director of Ticket Operations for a University Athletics Department. Bob will be your primary point of contact during the project, he'll coordinate resources,oversee the project timeline, manage scope and minimize risks. John Andreadis,Solution Expert John Andreadis is a Solution Expert at AudienceView.With over 12 years'experience in the learning and development and live audience engagement industry, John never gets tired of witnessing firsthand that key moment when clients experience the Eureka Effect of learning something new.Through innovation,determination,and integrity he continuously strives to provide a meaningful and memorable onboarding experience for the customer. John enjoys coaching and playing hockey with his 3 sons and is a recent self-proclaimed BBQ pit master. Adam Theriault,Solution Expert Adam is no stranger to live events and has been an active participant both on stage and behind the scenes. His first introduction to AudienceView Unlimited was in 2005 as a client, and now he's excited to help organizations fulfil their missions while leveraging their technological investments.Adam will work with you to learn about your processes and procedures and guide you on training and configuration. Steve Huang,Technical Solution Expert Steve joined AudienceView in 2019 and he has supported our clients on all their web-related projects and maintenance tasks. He's worked progressively on Select (Vendini), CrowdTorch, and more recently on Unlimited and Professional (OvationTix) clients. Steve is extremely passionate about web design and development in all its forms and helping our clients to build and enhance their online presence. Always client-oriented, he enjoys working with challenges and seeking business solutions to create a seamless digital experience across multiple platforms. Jasiu Lyldugas,Technical Solution Expert Jasiu started using AudienceView as a client in 2005 and has been hooked ever since. He's had success in a variety of roles, including Support Engineer and Business Analyst. Regardless of the title,Jasiu approaches all challenges with an understanding that the most elegant solutions are those that are the simplest. Naturally a night owl, he works hard while your customers are sleeping, performing maintenance tasks during off-peak hours to minimize disruption. AudienceView ©AudienceView Ticketing 2020 1 8 UNLIMITED 120 of 725 Proposal Response The AudienceView Unlimited Platform AudienceView Unlimited is a comprehensive and highly-configurable cloud-based platform capable of driving deeper audience engagement with the goal of maximizing lifetime patron value. AudienceView Unlimited is a single system where everything works together: ticketing, CRM, fundraising, marketing automation, group sales, mobile and website publishing, access controls, omnichannel distribution, and an incredibly robust analytics and reporting capability. It is real-time,web-based, hosted in the cloud, and it is secure with compliance to PCI standards as well as those with local, state, and federal requirements. Core Features • Best-in-class integrated, real-time,ticketing operations • Automated patron segmentation • Dynamic upsells to grow revenue • Integrated CRM and fundraising management • Automation of renewals, email marketing,and special promotions • Bundling multiple events and sellable items at multiple venues • Full membership and pass functionality • Ability to sell merchandise, experience packages, parking, and gift cards Drive Revenue AudienceView's ability to generate revenue for its partners is unparalleled in the industry. From allowing clients to set and retain 100% of the fees placed on ticket sales to integrating merchandise into a shopping cart experience, AudienceView is ready to help you realize new revenue streams from the go-live date. The AudienceView Unlimited technology solution includes everything you need to drive revenue for your business: • Control all ticket prices and fees while retaining 100% of the fee revenue • Patron-centric approach to user experience with data-driven purchase flows • A single shopping cart experience for everything your organization has to offer to your customers • Increase revenue through integrated audience retargeting and reduction of shopping cart abandonment • Fully incorporated fundraising that works in tandem with the e-commerce and CRM functionality • Robust automation and data transfer to maximize efficiency across departments 9 AudienceView ©AudienceView Ticketing 2020 1 9 UNLIMITED 121 of725 • Mobile-first design with responsive front-end CMS and a responsive backend admin interface Better Serve Your Patrons AudienceView Unlimited provides an integrated web-based CRM platform - ticketing, donor management, marketing,and e-commerce - that empowers organizations to grow their brand and implement streamlined operations across various clients, programs and departments. We understand you will be building relationships with patrons and donors that span cities, countries,venues, and demographics.AudienceView is committed to helping your customers and donors to broadly engage with your organization and deliver an exceptional patron experience at every touchpoint. The AudienceView Unlimited platform offers: • An integrated Content Management System (CMS) provides control over the shopping experience and user experience,and that allows you to build and manage your content and websites. • Ability to control 100%of your data and fees • Tools to manage your brand with an entirely white-label experience. Corporate Sponsors&Business Partners AudienceView will enable your organization to maximize sponsorship placements on the CMS, show pages,e-tickets,and correspondence.Offers can be modified on a duration or per-event basis or can be customized for a segment of patrons. The system also provides the ability to create robust referral programs. Customers who register receive a list of unique links that they can share through their social media accounts. When family and friends make purchases through these links, the referring customer can receive benefits.You can reward your customer with discounts,account credits, priority points, recognition, or other compelling incentives. Social media widgets are included in AudienceView's integrated content management system, allowing Facebook, Twitter, YouTube,etc.to become an integral part of the e-commerce experience. AudienceView ©AudienceView Ticketing 2020 10 UNLIMITED 122 of 725 AudienceView UNLIMITED AudienceView Response to RFP Questions for Vendors prepared for The City of Rancho Cucamonga Prepared by: Nick Ronan " Senior Director, Business Development nick.ronan@audienceview.com 917-524-7178 - i February 16,2023 e Z I AudienceView Ticketing Corporation 200 Wellington Street West,2nd Floor,Toronto ON,Canada M5V 3C7 QUESTIONS FOR VENDORS How will the ticketing system keep track of visitors coming in and out of the discovery space? Is there an ability for in and out privileges? If yes, please explain the process. AudienceView's access control provides the ability to scan in and scan out of events. The City of Rancho Cucamonga can control which events allow in and out privileges. Please provide a detailed outline of data migration structure,schedule and support for both Playhouse and RCPL. During Data Migration,data from the Customer's legacy system is migrated into the AudienceView Ticketing Solution. The specific types of data to be migrated as part of the implementation are: Data Type Description Patron (Customer) The migration of up to patron (customer) accounts from Accounts Customer's legacy system. • Single primary contact information including first/middle/last name,email address,4 phone numbers; single primary address information including street,city, state/province/county, country, zip/post/postal code, marketing preferences. Historical The migration of historic admissions from Customer's legacy Orders/Admissions Data system. Donation Data The migration of donation records from Customer's legacy system. • Appeal and fund name,donation amount, pledge date, renewal date. Data Migration Assumptions Data Extraction and Data Format • The Customer is responsible for extracting the data out of their existing system. • The data provided by the customer must adhere to the specified AudienceView data schema. Data that does not adhere to the specified format will not be migrated. • The Customer is solely responsible for providing the data to migrate into the AudienceView system in a format specified by AudienceView. AudienceView ©AudienceView Ticketing 2020 1 2 UNLIMITED 124 of 725 • Assumes all data provided by Customer has been cleansed prior to providing the files to AudienceView (e.g. Customer must ensure all duplicate customer accounts have been removed). • Assumes data extracted from Customer's legacy system meets a reasonably acceptable level of integrity. • The client is also responsible for the quality and accuracy of their data. • The AudienceView will coordinate mapping sessions and provide the Data Schema following these sessions. System Configuration • Some system configuration of AudienceView will be required to support the data migration. • This could include setting up marketing fields,creating system lists,creating venues or performances. • The required system configuration work will be defined during the planning process. • The Customer is responsible for the system configuration work and ensuring that the configuration work is correct. • Mistakes in the configuration may result in the failure of the migrations. Migration Process • AudienceView will import the presented data into the AudienceView application as defined within the data schema. • AudienceView and the Customer will run up to four joint tests to validate the migration. Should more than four tests be required the change to scope will be handled via the Change Request process. • The Customer is responsible for confirming that the test data was migrated as expected. • If additional tests are required,a Change Request will be required and additional costs may be incurred. • The Customer is responsible for confirming that the production data was migrated as expected. How would you approach offering free and/or discounted tickets to EBT and WIC card holders with an advance online purchase with timed ticketing? Discounts on ticket sales are accomplished by configuring price types to reflect the discounts available. AudienceView Unlimited's robust Price Chart functionality makes it easy to add and adjust discounts on events during their time on sale. If The City of Rancho Cucamonga wishes to offer discounted or free tickets to a segment of customers online without making them available to the general public,they can issue promotional codes to unlock discounted price types. Promotion codes can also manage pre- AudienceView ©AudienceView Ticketing 2020 3 UNLIMITED 125 of 725 sales or access to select inventory. Discounts can be configured by percentage or dollar values. Internal promotion codes can be placed on a customer account to instantly unlock the same benefits. External promotion codes can be entered to gain access to pre-sales,discounts, special pricing,and tickets. The Promotion remains active for the customer's entire purchase session granting rights where they are available. Promotional codes can also be embedded into links and emailed to customers. Limits can be placed on promotional discounts including single-use promo codes and caps and limits by promotion code,sales channel, or sellable item either system-wide, per-customer,or by order.The system can fully report on the use of all promotion codes and benefits. Please tell us your process and approach for implementing ticketing services for both the Playhouse and RCPL. AudienceView's implementation approach is an established project management methodology which focuses on ease of use, repeatable processes,consistent framework and established guidelines for approvals. During the project lifecycle,well-defined deliverables and activities at each project milestone are identified, monitored and managed to ensure the project can be successfully executed.This approach allows both parties' project managers to coordinate project resources and to oversee the project with regards to time, budget,and quality,as well as manage the entire scope of the project. In order to give you an indication of how an implementation of AudienceView typically takes place,we have included a description of the AudienceView engagement process.This is a process that we have refined over time and found to be extremely effective for ensuring that the solution that is configured meets your needs and that at the end of the implementation, you will have all the knowledge needed to have full control over the day-to-day operation of the system. Project Management Methodology PMI Project Methodology AudienceView Project Delivery Project Initiation Project Initiation Project Planning Project Planning and Management Execution Project Readiness Confirmation Installation Support Website Design, Branding & Implementation Training and Configuration Data Migration Operational Verification AudienceView ©AudienceView Ticketing 2020 1 4 UNLIMITED 126 of 725 Closure Go Live Support Post Launch Support The purpose of establishing a project management methodology is to create repeatable processes as well as to provide consistency in the delivery of all AudienceView projects.An effective project management methodology is easy to use, repeatable, provides a consistent framework and allows for flexibility. The project management methodology in place allows AudienceView to have established guidelines for documentation and approvals required to proceed at different points of the project. The existing guidelines allow AudienceView to have standardized procedures and consistent terminology. In addition to the existing project management methodology,AudienceView has established key project activities that define the various project stages and allow for a repeatable project delivery process.The project activities followed at AudienceView are based on PMI standard project delivery of Project Initiation, Project Planning, Execution,and Closure. Most of these key project activities will run concurrently throughout the project lifecycle. It is important to note that the process documented is the standard project delivery process and that there are numerous variations that could occur based on the complexity of the individual project. Project Initiation Customer Profile Document- The AudienceView sales team completes this document that outlines key customer information and general project requirements. Project Planning and Management Project Planning and Management will serve to formally kick-off the project,outline the AudienceView implementation process, highlight key milestones, introduce the respective project teams and define roles and responsibilities for the project. Project Planning and Management will continue throughout the project lifecycle. Tasks to be completed in Project Planning and Management are as follows: • AudienceView to provide the Customer with the Professional Services Welcome Package • The Customer to review the documents included in the Welcome Package • AudienceView to host the project kick-off meeting with both the Customer and AudienceView project teams.This meeting will be carried out via conference call The AudienceView Project Manager in collaboration with the Customer Project Manager will: • Develop the baseline project plan outlining milestones and key deliverables • Define the roles and responsibilities of the project team • Agree upon project status update frequency and communication protocol throughout the project AudienceView ©AudienceView Ticketing 2020 5 UNLIMITED 127 of 725 • Effectively communicate project tasks,task dependencies and delivery expectations to team members and stakeholders in a timely and clear fashion • Proactively manage changes in project scope and timeline, identify and communicate potential issues,and devise and implement agreed contingency or mitigation plans • Monitor and manage project schedule • Monitor and manage project budget • Monitor and manage project risks and opportunities Dependency: Project Initiation completion Project Readiness Confirmation The Project Readiness Confirmation allows for the transition and handover from the Sales cycle to the Project cycle,as well as the initial project preparation activities.The Project Readiness Confirmation will have the customer completing the Project Readiness Checklist. The objective here is to ensure that critical components,essential to moving the project forward,are in place or are in progress. The Project Readiness Checklist is included in the Welcome Package. AudienceView will work with the Customer to clarify the checklist requirements and support the Customer's efforts in completing it. As completion of the checklist is critical to moving on with subsequent aspects of the project, AudienceView will work with the Customer to assess checklist completeness and adjust the project timeline if necessary. Dependency: Project Initiation completion Installation Support Installation support can begin even prior to the start of Project Planning and Management. Installation Support will begin with AudienceView installing the hardware and software required to prepare the database server and application server(s) for AudienceView application installation. AudienceView staff will then install the AudienceView application.The Installation Support continues throughout the project and draws to a close at the conclusion of the Operational Verification. Tasks to be completed in Installation Support are as follows: • AudienceView to finalize acquisition and installation of required computer hardware for database and application server(s). • AudienceView to install the database server operating system and patches, Microsoft SQL Server software and patches, and application server(s) operating system and patches at the AudienceView Hosting Data Center. • AudienceView to install the AudienceView Software on the Training and Production servers at the AudienceView Hosting Data Center. • The Customer to ensure compliance of their users'desktop machines with the AudienceView Software and Hardware Requirements. AudienceView ©AudienceView Ticketing 2020 1 6 UNLIMITED 128 of 725 • The Customer to ensure compliance of existing printers with the AudienceView Software and Hardware Requirements. • AudienceView to assist the Customer in confirming printer compliance via printer serial number checks with AudienceView printer partners. • The Customer to finalize acquisition and installation of any new printers and new user desktop machines (if required). • The Customer to ensure compliance of scanning hardware and software with the AudienceView Software and Hardware Requirements. • The Customer to finalize the acquisition of scanning hardware and operating software (if required). • The Customer to implement and test wireless network infrastructure at its facility to support the implementation of the wireless bar code scanners. • The Customer to confirm the payment processing solution (payment processor and payment gateway). • The Customer to contract with financial institutions, payment processors or network providers to obtain merchant IDs and/or terminal IDs or establish network connections to financial institutions.This may also require the payment of per-transaction charges for credit/debit card processing, procurement of third-party hardware,software or payment of additional fees to those organizations or their representatives. • The Customer to order and install credit card/magnetic stripe readers, pin pad devices or other equipment or software if needed for processing credit or debit cards. • The Customer to ensure compliance of existing kiosk hardware and software with the AudienceView Software and Hardware Requirements. • The Customer to finalize the acquisition of kiosk hardware and operating software (if required). • The Customer is responsible for ordering the SSL certificate. • AudienceView to assist the Customer during the process of ordering SSL certificate. • AudienceView is responsible for installing the SSL certificate at the AudienceView Hosting Data Center. AudienceView will perform a system audit to ensure servers are secure at the AudienceView Hosting Data Center. Dependency: Project Initiation, however, Installation Support cannot complete prior to the conclusion of Project Readiness Confirmation Website Design, Branding & Implementation The scope of AudienceView's involvement here ranges from basic website branding support to full website requirement analysis, design or development and will vary depending on the project. Dependency: Project Readiness Confirmation, Installation Support Configuration AudienceView ©AudienceView Ticketing 2020 1 7 UNLIMITED 129 of 725 Tasks to be completed under Configuration are as follows: • The Customer to configure the AudienceView application with the support of AudienceView. • AudienceView will brand the core AudienceView invoice with the Customer's logo and address information. • AudienceView to assist the Customer with the configuration and testing of their ticket printers. • AudienceView to assist the Customer with the configuration and testing of the AudienceView Gate Management (Access Control / Barcode Scanning) functionality. • AudienceView to configure the interface between AudienceView with the payment processing system selected by the Customer. • AudienceView to assist the Customer with the setup and deployment of their kiosks (if applicable). Dependency: Project Readiness Confirmation, Installation Support Data Migration The Data Migration activity is only relevant if identified for the project. During Data Migration,data from the Customer's legacy system is migrated into the AudienceView Ticketing Solution. The most successful projects are outlined in a three-month timeframe.This builds in redundancy to allow for professional and personal needs that may arise in your organization during the implementation. The key to a successful conversion is the dedication of time and effort by all of those involved. Briefer conversions are attainable in order to meet deadlines as appropriate. Describe the training provided in the use of the system. Cite the methodology in which this training is provided. Include staff training/support prior to and after go live date. AudienceView uses a combination of live 1-1 training and on-demand training courses to deliver successful outcomes for clients. Our Solutions Expert team typically provides 8-10 full weeks of one-on-one consultation sessions leading up to the Go Live with applicable departments,with additional sessions as needed post Go Live. We do not cap hours on training for implementation. Some teams and departments may require more training than others depending on your operations or the project goals.We believe in doing the job correctly even if that takes more of our staff time and we do not limit our project team's hours contractually. Additionally,the following resources are available to all our clients 24/7 for the entire duration of their contract for new and ongoing staff training: The Learning Portal provides access to: owAudienceView ©AudienceView Ticketing 2020 1 8 UNLIMITED130 of 725 • Searchable product guides and knowledge base of instructions,descriptions,articles, and video tutorials. • AudienceView Virtual Assistant- an AI-driven bot that helps find quick answers. • Online training where you can enroll in full courses to get a foundational understanding of the Unlimited application or watch a quick training video on a specific configuration. • Virtual events where you can interact with our subject matter experts. • Community forum where you can solicit suggestions and bounce ideas off your industry peers. • Hardware portal with the full suite of information on compatible hardware from ordering to installing,to using it. • Product Portal where you can learn about recent product updates and vote on the features that we consider building. • Status page where you can get real-time information about any incidents.You can subscribe to email notifications to receive regular updates should an incident occur. The Resource Center, embedded directly in the platform, provides quick access to: • All Learning Portal resources. • Configuration guides to help you use the application more effectively. • Interactive in-app instructions to help you navigate the application faster. • Our Solution Expert team. As we begin your implementation process,you can start taking full advantage of our online training program which provides you with over 16 hours of on-demand learning covering more than 5 personas and 90% of the application features in 42 bite-sized videos supplemented by more than 12 downloadable worksheets. It consists of two main modules: 1. AV Ticketing 101 is a rolling training on the basic functions of AudienceView Unlimited for new users or those who could use a refresher. 2. Foundations provide in-depth training on AudienceView Unlimited for Box Office Managers, System Admins,and any other users who need more comprehensive training. Any questions you have as you go through the online training program,as well as any specific training needs will be covered by our team of Solution Experts. AudienceView also provides a series of live webinars and roundtables that support continuous learning and provide networking opportunities for all our clients: • The Recipes for Success series where we share best practices on specific topics. • The What's New series where we share a detailed overview of product updates. • The Community Roundtables series where you get to learn how your peers use the application and approach business challenges. AudienceView ©AudienceView Ticketing 2020 1 9 UNLIMITED 131 of 725 Should you need our help beyond what you can find in our self-help resources,you always have access to our team of product and technical Solution Experts. Describe the role that a dedicated account representative would serve and the escalating support levels your organization provides as it pertains to: • Venue, box office / library staff,and end-user ticketing system related issues • Remote 24/7 help desk • On-site support,where applicable As an AudienceView client,The City of Rancho Cucamonga will have direct access to multiple points of contact within our organization. After after signing,your assigned project manager and onboarding team immediately connect with your team to review timelines, migration strategies from your old ticketing system, and the training and education programs we've developed to ensure your team leverages your chosen AudienceView software to its fullest potential.Your project manager will continue to work with you beyond your go-live date ensuring a thorough understanding of your organization's milestones and key events critical to a successful first year of adoption. You'll also have access to our team of Client Success Managers with a diverse set of skills and a wide range of knowledge and experience who you can connect with and advise on your questions.We'll route your inquiry to the subject matter expert best suited to your question so that you receive answers and advice quickly and efficiently. Simply submit a request in our Learning Portal and our team will respond and connect to discuss your questions. In addition to our team of Client Success Managers,our Solutions Experts deliver support services from three locations, in three major time-zones, providing clients with continual access to qualified resources for sixteen of any twenty-four hours Monday to Friday.All local offices provide standard business day support from 9 am to 5 pm Monday through Friday. Reported issues will be responded to by Support staff during business hours in accordance with the following response times: • Emergency - Fifteen (15) Minutes • Standard - within one (1) business day In addition,a 24x7'0n-Call' service is provided for emergency issues reported outside of standard business hours. There is no limit to the number of support hours per annual maintenance agreement. Support case escalation If case priority changes after the case is submitted in the Learning portal,the client can request a case priority update within the case. In a situation where a client does not see reasonable progress with case resolution,they can escalate the case to the Support Manager. Clients should direct all questions or concerns about support processes to the Support Manager. AudienceView ©AudienceView Ticketing 2020 1 10 UNLIMITED 132 of 725 AudienceView's Support team addresses issues,questions and requests as they are submitted through the Support Contact page in the Learning Portal.The communication and resolution are tracked within the case. Cases are closed upon customer confirmation of resolution. When a Support Analyst needs help to resolve an issue,they can either escalate the case or collaborate with other teams on the resolution.The process is as follows: Application Configuration Issues 1. Escalate/collaborate with Sr. Solution Expert 2. Escalate/collaborate with Technical Solution Expert Infrastructure Issues 1. Escalate/collaborate with TechOps engineer 2. Escalate to TechOps Manager If the priority of any case or defect changes,the client should escalate the criticality of the fix to the Manager of Support.The Manager of Support escalates the fix internally to either have a hotfix issued or to prioritize the fix in the next patch. Tell us about your ability to integrate with finance systems. Which systems do you have direct compatibility with (if any)? Do you have integration with Workday? The system does not come with a ready-built integration to Workday, but The City of Rancho Cucamonga would be able to develop an integration themselves, using the AudienceView Unlimited API. Out of the box, report data can be scheduled for extraction and delivered to an sftp target for uploading into external products. What is your proposed schedule for completing this project? Please include regular meetings and deliverables for each phase. Describe what kind of meetings you suggest (e.g. in person, phone,virtual meetings). A typical onboarding timeline from kick-off to go-live is 3-4 months This timeline anticipates redundancy to allow for professional and personal needs that may arise in your organization during the implementation. The key to a successful conversion is the dedication of time and effort by all of those involved while taking into account the day-to-day demands on your staff. There is flexibility in the project if your timelines or priorities shift mid-project,as can often happen.There are weekly planning meetings with your Project Manager to review these priorities and work-back schedules in detail.There are also weekly training/consultative sessions with an Unlimited Solutions Expert. All of these meetings are typically done remotely with screen sharing. The onboarding team continues to work with you months after go-live to complete project goals and realize efficiencies with the new platform. AudienceView ©AudienceView Ticketing 2020 1 11 UNLIMITED 133 Of 725 Please submit a detailed budget for the work and expenses you would dedicate to this project, including: o An organizational chart showing the level of responsibility for all major participants of your staff who will work on this project.The staff identified here should also be clearly identified in the line-item tab located in Planet Bids. o For each person listed on the chart please provide the estimated number of hours that person is expected to work on this project. We do not cap hours on training for an implementation. Some teams and departments may require more training than others depending on your operations or the project goals.We believe in doing the job correctly even if that takes more of our staff time and we do not limit our project team's hours contractually. AudienceView uses a combination of live 1-1 training and on-demand training courses to deliver successful outcomes for clients. Our Solutions Expert team typically provides 8-10 full weeks of one-on-one consultation sessions leading up to the Go Live with applicable departments,with additional sessions as needed post Go Live. Below is an example of possible resources allocated to your onboarding. Resource Role Responsiblity Estimated Name Hours Bob Nyce Project Manager Managing the Project Plan and 60-120 Scheduling resources Zach Duket Product Solution Provide training and guidance on the 90-180 Expert configuration Michael Technical Solution Activating the application, hardware 150-300 Ragusi Expert setup,and data migration How will you intend to handle the requirements for providing data migration and setting up a new ticketing system? Please provide resumes for any subcontractors you'd be hiring for this scope of the work. Data Migration is included in our implementation package. During Data Migration,data from the Customer's legacy system is migrated into the AudienceView Ticketing Solution. Full details of the implementation process have been included. AudienceView ©AudienceView Ticketing 2020 12 UNLIMITED 134 of 725 Please indicate what other projects and their sizes (in dollars) you would be working on during the same time frame as this project. AudienceView does not disclose such information in this response.The company does welcome addressing inquiries regarding AudienceView's project management approach via discussions with Jo-Ann Chiam,VP of Client Engagement. This can be set up at any time at your request. We are interested in your past work on similar projects within the past five years. Describe the work you performed for three projects of similar scope, size,and budget to this project that are still in operation where we can also talk to your liaison on that project. Make sure to include what year each project opened. o Please provide current phone and e-mail contact information for your liaison on each project,as well as the role in which they were involved in during the project.What year did each project go live?o For each project, please list:The total budget for new ticketing system and data migration. Note if any of the following items were excluded from the budget listed above in: o Computer hardware and software o Media production and equipment o Warranties o Data migration o Staff training • If a budget of any of these items was not revealed to you, please provide an estimate or estimated range on what you thought it was and indicate that this is your estimate and not a confirmed number. Did these projects come in on time and on budget? If not,what was the variance on each, and what was the primary reason for the variance? • How much venue staff training time went into these projects? Please see our previous answer on project budget and training time estimates.AudienceView does not cap budget or staff hours for implementations. Scottsdale Arts https://scottsdalearts.orc f Went live in November 2022.Transitioned from Tessitura to AudienceView Unlimited on schedule Project Contact: Dee Bierschenk Database Administrator deeb(@scottsda lea rts.orq (480) 425-5357 Ticketing, class registration,CRM,and membership,for the four operating branches: Scottsdale Center for the Performing Arts,Scottsdale Museum of ContemporarX Art,Scottsdale Public Art,and Scottsdale Arts Learning&Innovation. While it may be convenient to think of us as just a theater or a museum,our mission extends far beyond the walls of any single building or specific event. Thanks to our enthusiastic community—and with the support of the City of Scottsdale and our many members,donors, AudienceView ©AudienceView Ticketing 2020 13 UNLIMITED 135 of 725 sponsors,volunteers,and friends—we daily embrace the challenges of immersing our whole community in the arts.These programs take the forms of performances,exhibitions,tours, hands-on activities, lectures,workshops, and classroom-based and community outreach. CAL State Notheridge Soroya Performing Arts Center and Full Campus Box Office https://www.thesoraya.org/ Contact: Zac Northcraft Director of Ticketing zac.northcraft@csun.edu (562) 985-7002 Central Box Office install for the the 1700 seat Soroya Performing Arts Center and full campus box office for all of CSUN's events, including athletics. Transitioned from Ticketmaster to AudieceView Unlimited. Went live in October 2022 on Schedule. Located on the campus of California State University, Northridge,The Soraya's season offers a vibrant performance program of nearly 50 classical and popular music,dance,theater, family,and international events that will serve to establish The Soraya as the intellectual and cultural heart of the San Fernando Valley,and further establish itself as one of the top arts companies in Southern California. The award-winning,1,700-seat theatre was designed by HGA Architects and Engineers with lead design architect Kara Hill and was recently cited by the Los Angeles Times as"a growing hub for live music, dance,drama,and other cultural events." Wachholz Center at Flathead Valley Community College https://wachholzcollegecenter.orc( Contact Matt Laughlin Director,Wachholz College Center mlaughlin@fvcc.edu 406.756.1400 New installation at brand new purpose built mixed use facility including Performing Arts Center, Museum, Outdoor Ampitheatre, events space, and gymnasium. Went live on schedule in July 2022 on AudienceView Unlimited Opened in November 2022,the College Center features: • A performance and lecture hall with superb acoustics to accommodate exceptional educational and cultural programming while also serving as the performance home of the Glacier Symphony. AudienceView ©AudienceView Ticketing 2020 1 14 UNLIMITED 136 of 725 • A multi-purpose activity complex, including both a fitness center and gymnasium,to provide a space for large events and meet the demand for campus and community recreational opportunities. • An art and exhibition gallery, intimate recital hall,stunning lobby and an outdoor amphitheater complete the facility, providing multiple spaces for unique cultural experiences and special events. Please provide a list of any pending lawsuits, liens,and outstanding financial liabilities for your vendor or a statement that none exist. We do not have pending liens or outstanding financial liabilities. This year we received notice of a Small Claims matter filed by a former client in the Province of Quebec.We believe this claim is without merit and we are defending it. AudienceView ©Audience View Ticketing 2020 15 UNLIMITED 137 of 725 III AudienceView • Order Form#: 00022101 Date: June 12, 2023 Between Client Vendor City of Rancho Cucamonga AudienceView Ticketing Corporation Victoria Gardens Cultural Center 200 Wellington Street West, 2nd Floor 12505 Cultural Center Drive Toronto, Ontario Rancho Cucamonga, California Canada, M5V 3C7 United States, 91739 Client Attributes We know that each of our clients are unique in their businesses and how they operate.As such, we recognize the following; • Client is tax exempt • Client is a government related entity • Client is the merchant of record Our Services As a global leader in the live events industry,we provide our clients with solutions designed to get your live events discovered, attended and remembered. • Use of the AudienceView Unlimited solution • Processing of up to a maximum number of tickets and other units ("Tickets")in any given Term year(the"Ticket Maximum")(See below in Service Fees) • Clients may offer complimentary tickets and in-kind tickets up to an aggregate maximum of 50%of the Ticket Maximum for such term year(the"Comp Allowance").Any complimentary tickets and in-kind tickets offered in excess of 50%will count towards the Ticket Maximum and any applicable per ticket fees. • All donations are included with your subscription fee Term Initial Term Start Date: Contract Execution (Last date of signature on this Order Form) End Date: 3 year(s)after Start Date Renewal Term Following the end of the initial term,the parties can agree in writing to renew for up to three(3)successive three (3)year periods. 138 of 725 1 III AudienceView • Promotions As your exclusive ticketing provider,we are waiving your monthly rental fee for 6 AudienceView compatible scanners. Service Fees We've structured AudienceView Unlimited's pricing and payments to be as straightforward as possible for your organization.All pricing below is listed in USD. Subscription fee payable in annual instalments. Per Ticket Fee Annual Subscription Fee Ticket Maximum (over Ticket Maximum) Term Year 1 $55,000.00 100,000 $0.55 Term Year 2 $55,000.00 100,000 $0.55 Term Year 3 $55,000.00 100,000 $0.55 Our services description at https://audienceview.com/legal/services-description/for the AudienceView Unlimited solution and legal terms attached as Schedule A are incorporated into this Order Form. Accepted and agreed City of Rancho Cucamonga AudienceView Ticketing Corporation [authorized signatory] [authorized signatory] [print full name] [print full name] Mayor [title] [title] [date] [date] 139 of 725 2 III AudienceView • SCHEDULE A ORDER FORM TERMS AND CONDITIONS These terms and conditions (the "Terms") are incorporated into and form a part of each order form (the "Order Form") and any other schedules attached thereto (collectively, the "Agreement"), executed between the vendor set out on the Order Form (the "Vendor"), and the client set out on the Order Form (the "Client"), with respect to the services set out on the Order Form (the "Services"). In the event that there is any inconsistency within any terms of the Agreement, the order of precedence is: (i)the Agreement for Professional Services(ii)the Order Form, (iii)these Terms, and (iv)any other schedules. 1. SERVICES 1.1 Services. Subject to these Terms and each Order Form, and in consideration of the payment by Client of the fees, and any applicable expenses for the Services in the amounts set out on the Order Form (the "Service Fees"), Vendor will make the Services available to Client such that Client may access the Services. Client will exclusively use the Services for all of its events, unless otherwise set out on the Order Form. Payment of the Service Fees includes the receipt of all generally available updates to the Services free of charge. 1.2 Changes to Services: Updates. Client acknowledges that as Vendor provides a software as a service offering, Vendor may change, modify, update,and add to the Services and any aspect or feature thereof including replacing any third party product or services incorporated into the Services, however such changes, modifications, updates and additions will not materially reduce the overall quality of the Services. 2. FEES AND PAYMENT 2.1 Service Fees. Client will pay Vendor the Service Fees set out on the Order Form. All Service Fees paid or payable to Vendor are non-cancelable and will be timely paid. Service Fees will not be subject to refund, reserve, holdback or set-off except as explicitly provided for in these Terms. 2.2 Taxes. All Service Fees and other charges in an Order Form are exclusive of all taxes, levies or duties or similar governmental assessments of any nature now in force or enacted in the future and imposed on the provision of goods and services by any local, state, provincial, federal or foreign jurisdiction, including but not limited to value-added, sales, use, consumption or withholding taxes("Taxes"). Client will be responsible for all such Taxes, except for Taxes based on Vendor's net income,capital gains or employee withholdings, even if such amounts are not listed on an Order Form. If set out on the Order Form that Client is a tax-exempt entity, Client confirms that it is currently exempt from federal and state/local taxation under its applicable laws, and agrees to provide Vendor with evidence of such exemption. For so long as Client maintains its tax exempt status, Vendor will be solely responsible for payment of any and all taxes or fees, whether foreign or domestic, relating to Vendor's activities under these Terms. Regardless of whether Client is tax-exempt or not,it is Client's responsibility to ensure that ticket sales and other goods or services sold or issued to Client's customers (whether through the Service or otherwise) include the appropriate amount of sales, use, value added and other applicable taxes in each separate jurisdiction where ticket sales occur or events are being held, and Client is responsible for remitting all taxes collected to the relevant authority. Upon Vendor's request, Client will cooperate with Vendor in complying with relevant tax laws and regulations. This includes completing forms, certificates of tax exemption and documents and providing information to the relevant taxing authority, of the kind required under the applicable law. Vendor will take similar actions and provide Client such information as is required by the relevant taxation authority. 2.3 Payment Terms. Payment is due as set out in the services description website.Client will be charged a late fee of 1.50% per month (or the maximum amount allowed by law, if any)on any unpaid amounts,other than in the case of a good faith dispute, from the due date until the date of actual payment,whether before or after judgment. 3. CLIENT OBLIGATIONS 3.1 Use of Services. The Services may only be used by Client and its/their employees and contractors in connection with Client's business. In no event will Client use the Services in violation of applicable laws, rules or regulations or for any reason other than for the Services reasonably intended purpose, and Client will not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Vendor's provision of the Services. Client will keep its contact details up to date to ensure timely receipt of invoices and other communications. 3.2 Client Data.Vendor will accept all data and other records made available to Vendor by or on behalf of Client under these Terms or otherwise processed or created on Client's behalf in connection with the Services(collectively, "Client Data")as being legally obtained and accurate, without any further inquiry. Client will ensure that the Client Data does not include any illegal or 140 of 725 3 *,AudienceView • unlawful materials, including materials that: (i)defame other persons; (ii)willfully promote hatred against any identifiable group or individual;or(iii)infringe the copyright,trade secret or other intellectual property rights of any person.Where applicable under this Agreement in respect of the Client Data the General Data Protection Regulation(EU)2016/679("EU GDPR"),the retained version of the EU GDPR in the United Kingdom, and/or any related United Kingdom and European Union privacy laws (collectively, the "GDPR Laws") apply. Vendor's Data Protection Addendum is located at: https://www.audienceview.com/legal/data-processing- addendum/.Where Client Data under this Agreement is not subject to the GDPR Laws,the previous sentence does not apply and is considered intentionally deleted. 3.3 Prohibited Activities. Except as allowed in these Terms, Client may not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, disclose, create any derivative works based upon, decompile, reverse assemble, reverse engineer or otherwise attempt to derive the source code from,the Services or any Vendor intellectual property incorporated or embodied therein. Client will not alter or remove any copyright notices or other proprietary notices on or in the Services. Client will use the Services only in compliance with Vendor's Acceptable Use policies as found on www.audienceview.com, as reasonably amended from time to time. 3.4 Termination/Suspension of Services.Vendor reserves the right to suspend,terminate or limit performance of,and Client's access to, the Services at any time in the event: (a) that Vendor determines, in its reasonable discretion, that the Services are being used by Client in an unauthorized or fraudulent manner or in material violation of these Terms, (b) that Vendor, in its reasonable discretion, determines that any Client Data violates these Terms, (c)that any undisputed Vendor invoice is more than thirty(30)days overdue, or(d)of a denial of service attack or any other security or other disaster which impacts the Services or the security of the Client Data or other content stored with the Services. Vendor will promptly notify Client of the suspension, termination or limitation and use commercially reasonable efforts to notify Client in advance so that Client has the opportunity to remedy any issue.Vendor will not be liable for any damages, liabilities or losses as a result of any such suspension, limitation or termination of the Services in accordance with this Section. 4. OWNERSHIP AND CONFIDENTIALITY 4.1 Ownership of Client Data. Client exclusively owns all rights,title and interest in and to Client Data.Solely for the purpose of Vendor performing its obligations under these Terms, Client grants to Vendor a non-exclusive limited licence to access, use, modify, retain and dispose of Client Data,and consents to Vendor's transfer of Client Data to Vendor's third party data processing vendors, in each case in accordance with applicable law. Vendor may aggregate and anonymize Client Data with other aggregated and anonymized data.Accordingly,aggregated and anonymized data is not Client Data,and Vendor may use such data in its discretion, in accordance with applicable laws. 4.2 Licence of Client Trade-marks. Solely as required for Vendor to provide the Services during the Term, Client grants to Vendor a limited,personal,non-sub-licensable licence to use and display Client's trade name,trade-marks and logos(e.g.posting Client's trade-marks on Client's instance of the Services). 4.3 Ownership of Services.Vendor retains all right,title and interest in and to all intellectual and proprietary rights with respect to the Services, together with any and all software and other technology that enables the provision of such Services, and all documentation, materials, user guides, manuals, release notes and any training materials and other deliverables provided by Vendor under these Terms,and any suggestions, ideas, enhancement requests,feedback,or recommendations provided by Client or its users relating to the Services. 4.4 Confidentiality. "Confidential Information" means any and all non-public information and materials disclosed by one party to the other party (which may include any materials Vendor provided as part of a proposal), whether in writing, orally or visually, and whether or not marked as confidential, that a reasonable person would regard as confidential, which includes all Client Data. Confidential Information will not include information which: (a)is or becomes part of the public domain, other than by wrongful act of the receiving party; (b)at the time when it is disclosed or access is granted to the other party,is known to the other party free of any restrictions; (c)is independently developed by the other party through individuals who have not had either direct or indirect access to the disclosing party's Confidential Information; or(d) is disclosed without any restrictions to the other party by a third party who has a right to make such disclosure to any person. Each party will: (i) use the other party's Confidential Information only in accordance with these Terms and only for the purpose of fulfilling its obligations and exercising its rights under these Terms; (ii) at a minimum, use a reasonable degree of care to protect the other party's Confidential Information (which will not be less than receiving party uses to protect its own Confidential Information); (iii) maintain the other party's Confidential Information in strict confidence,and(iv)except as required by applicable law,not disclose the other party's Confidential Information to any third parties. Each party acknowledges that the Confidential Information of the other party is of value to the other party or to its suppliers and that any unauthorized copying, use, disclosure, access or disposition of that Confidential Information may cause irreparable injury to the other party. Consequently, each party agrees that in addition to any other remedies that the other party may have with respect to any unauthorized use or disclosure of its Confidential Information, the other party will be entitled to seek injunctive and other equitable relief, as a matter of right. The receiving party may disclose the other party's Confidential Information as required by law or court order provided: (1)where legally permissible the receiving party promptly notifies the other party in writing of the requirement for disclosure; and (2)discloses only as much of the Confidential Information as is required by such law or court order. The party receiving Confidential Information of the other party will ensure that Confidential Information is Order form prepared for City of Rancho Cucamonga on June 12,2023 Pa1gM4of 725 *,AudienceView • disclosed only to its employees or consultants with a bona fide need to know and who are under binding written obligations of confidentiality with receiving party to protect the other party's Confidential Information substantially in accordance with the terms of these Terms. In the event that Client is subject to an Open Records Act(or similar legislation)with which it must comply by law(an "ORA")and Client receives any request for information under the ORA or otherwise in relation to this Agreement or Vendor, if permitted by the ORA, Client will make reasonable efforts to promptly notify Vendor with details of the information requested to allow Vendor the opportunity to promptly and legally object to the requested disclosure in respect of proprietary or other commercially sensitive information. 4.5 Obligation on Termination. Upon termination of an Order Form and at the written request of the disclosing party,the other party will, upon election of the disclosing party, either(i) make available through the Services or return, as applicable, all originals and copies of Confidential Information received from the disclosing party within thirty(30)days of the receipt of such request, or (ii)destroy all originals and copies of Confidential Information received from the disclosing party and provide written confirmation of such destruction within thirty(30)days of receipt of such request. Nothing in this Section will require a party to return or destroy any documents and materials that such party is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject, or for its own internal compliance or auditing procedures. The confidentiality obligations will continue to apply to any documents and materials retained pursuant to this Section. 5. WARRANTIES AND LIMITATIONS 5.1 Vendor Warranties. Vendor represents and warrants that: (i) the Services will perform in all material respects in accordance with the services description website and these Terms; and (ii)it will implement appropriate technical, administrative and physical measures to secure its systems and Client Data, including maintaining certification of its compliance with the current Payment Card Industry Data Security Standards("PCI DSS"). For breach of(i)above, upon notification to Vendor in writing of the nature of non-performance, Client's initial remedy will be Vendor's commercially reasonable efforts to promptly repair the non- conforming Services or to re-perform the non-performing Services without charge. Where applicable to Client Data, Vendor acknowledges that for the purposes of the Order Form and these Terms, it is designated as a "school official"with a "legitimate educational interest"in the education records of Client's students,as those terms have been defined under the Family Educational Rights and Privacy Act and its implementing regulations (collectively "FERPA"). Vendor agrees to abide by the limitations and requirements imposed by FERPA and will not use Client Data governed by FERPA other than for the purposes of fulfilling its duties under the Agreement. Vendor makes no other representations, warranties or conditions with respect to the Services, or any materials or other deliverables provided by Vendor, whether express or implied, including any implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. Vendor is not responsible for errors, bugs or other problems caused by hardware or software not provided by Vendor. While Vendor is responsible for its PCI DSS obligations, the Services and Client Data stored through use of the Services may be susceptible to intrusion, attack or computer virus infection that are beyond the Vendor's control. 5.2 Client Warranties. Client represents to Vendor that: (i)the materials provided by Client to Vendor(including Client Data and Client's websites) will not be unlawful or infringe a third party intellectual property right; (ii) the sale of tickets, promotion, production, management and presentation of Client's events (and any other event for which the Services are used), and the postponement or cancellation thereof, will not violate any applicable laws; and (iii)Client will not release any information or data related to any purchaser or prospective purchaser of any ticket(or other unit)in violation of any applicable laws. 5.3 Limitation of Liability. Other than for breaches of Section 2 (Fees and Payment) and Section 4 (Ownership and Confidentiality), neither party will be liable to the other party,for: loss, damage or corruption of data which is caused by the other party or the other party's employees;lost revenues or profits;or any indirect,punitive,incidental,special or consequential damages or loss of use. This limitation will apply whether or not the loss or damage was foreseeable or the defaulting party was advised of the possibility of such loss or damage. Other than for: (a) death or personal injury caused by the negligence of such party, its officers, employees, contractors or agents, (b) any liability which may not be excluded by applicable law, and (c) intellectual property claims indemnifiable pursuant to Section 6.1; in no event will the total cumulative liability of Vendor for any and all claims arising out of or relating to these Terms or the Services, exceed the amounts actually paid by Client to Vendor in the twelve (12) months preceding the date of the applicable claim(or if the applicable claim occurs during the first twelve(12)months of the initial term,the amount payable by Client to Vendor for the initial twelve(12)months of the Term).The existence of more than one claim under these Terms will not enlarge or extend the foregoing limitation. The foregoing provisions set out in this Section will apply regardless of the form or cause of action (including without limitation, contract,tort or negligence). 6. INDEMNIFICATION 6.1 Intellectual Property Indemnification. Vendor agrees to indemnify, defend, and hold harmless Client and its directors, Order form prepared for City of Rancho Cucamonga on June 12,2023 Prof 725 *,AudienceView • trustees,officers,and employees from and against any and all claims,suits,losses,damages and expenses(including reasonable legal fees and expenses)incurred in connection with any third party claims, demands and other liabilities asserted against any of them,which directly relate to or directly arise out of the violation or infringement of any Canadian, United States or United Kingdom copyright, patent, trade-mark or trade secret by Client's authorized use of the Services; provided that Client: (a) gives Vendor prompt written notice of any such claim; (b)gives Vendor all reasonable co-operation, information and assistance to handle the defence or settlement;and(c)except to the extent required by law,makes no admission regarding any such claim without Vendor's prior written consent.Any legal counsel selected by Vendor to defend Client must be reasonably satisfactory to Client.Vendor will not settle or resolve any portion of any such claim or lawsuit that obligates Client to take any action or incur any expense without Client's prior written approval.Client will at all times have the right,at its own cost,to direct the defense of, and to accept or reject any offer to compromise or settle,any lawsuit,claim,demand or liability asserted against the Client.Notwithstanding the foregoing, Vendor will not be liable under this Section to the extent such claim was caused by the negligence or willful misconduct of Client. 6.2 Right to Procure or Substitute. Should the Services or any part thereof become, or in Vendor's reasonable opinion, are likely to become,the subject of a claim for infringement against which Vendor is liable to indemnify Client under these Terms,then Vendor may,at its sole option and expense: (a)procure for Client the right to use and access the infringing or potentially infringing item(s)of the Services free of any liability for infringement;or(b)replace or modify the infringing or potentially infringing item(s)of the Services with a non-infringing substitute of equal overall quality and functionality of the replaced system. If(a)and (b)are not reasonably available in Vendor's reasonable opinion, after Vendor has used commercially reasonable efforts to achieve both (a) and (b), Vendor may terminate these Terms and any Order Form(s), in which case Client will receive a pro rata refund of any prepaid unused Service Fees. 6.3 Client Indemnification. Client will indemnify,defend and hold harmless Vendor, its affiliates and their respective directors, officers and employees from and against any and all claims, suits, losses, damages and expenses (including reasonable legal fees and expenses)incurred in connection with any third party claims,demands and other liabilities asserted against any of them, which directly relate to or directly arise out of any materials provided by Client to Vendor (including Client Data) and/or the promotion, production, management, presentation, postponement or cancellation of any event (including any claims by any of Client's customers, contractors, service suppliers or other similar parties that are related to the these Terms (other than to the extent that the claim was the direct result of Vendor's breach of these Terms); provided that Vendor:(a)gives Client prompt written notice of any such claim; (b) gives Client all reasonable co-operation, information and assistance to handle the defence or settlement;and(c)except to the extent required by law,makes no admission regarding any such claim without Client's prior written consent. Any legal counsel selected by Client to defend Vendor must be reasonably satisfactory to Vendor. Client will not settle or resolve any portion of any such claim or lawsuit that obligates Vendor to take any action or incur any expense without Vendor's prior written approval. Vendor will at all times have the right, at its own cost, to direct the defense of, and to accept or reject any offer to compromise or settle, any lawsuit, claim, demand or liability asserted against the Vendor. Notwithstanding the foregoing, Client will not be liable under this section to the extent such claim was caused by the negligence or willful misconduct of Vendor. If Client is identified on an Order Form as a government related entity, and as a result Client is prohibited under applicable law from providing indemnities, this Client indemnification does not apply as a matter of law and as such will be deemed"Intentionally deleted". 7. TERM AND TERMINATION 7.1 Term. Each Order Form sets out the start and end dates of the initial term (the"Initial Term"),and if set out on the Order Form the renewal term period(s)and applicable renewal term Service Fees. The Initial Term and any applicable renewal term are referred to as the"Term". 7.2 Termination for Insolvency,Material Breach or Non Appropriation of Funds. Either party may terminate any Order Form (which includes these Terms) immediately on written notice to the other party, if the other party: (i) makes a general assignment for the benefit of creditors, or becomes subject to any proceeding for liquidation, insolvency or the appointment of a receiver that is not dismissed within thirty (30) days (unless such termination is prohibited by applicable law); (ii) is in material default of any provision of these Terms that is reasonably susceptible to cure and is not cured or addressed to the satisfaction of the non- defaulting party(acting reasonably)within thirty(30)days following written notice of the default from the non-defaulting party; (iii) is in material default of any provision of these Terms that is not reasonably susceptible of being cured; or(iv) in the event Client has not appropriated sufficient funds for payment of Service Fees beyond the fiscal year of the then current Term, Client may terminate any Order Form (which includes these Terms). If termination is due to Vendor's material breach, Client will receive a pro rata refund of any prepaid unused Service Fees. 7.3 Effect of Termination. Upon the termination of an Order Form, Vendor will terminate Client's access to the Services, Client will pay all Service Fees and expenses incurred for Services received prior to termination and any applicable Taxes. If termination is due to Client's material breach, Client will pay the remaining Service Fees that would have become payable during the remainder of the Term. Client Data is available for export by Client in machine readable (i.e. csv) format via the Services' business intelligence tools prior to and upon termination.Vendor can be available to assist Client in additional migration services of its Client Data contained within the Services for an additional charge.Any rights,remedies,obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination will not be affected or prejudiced. Order form prepared for City of Rancho Cucamonga on June 12,2023 Prof 725 *,AudienceView • 8. GENERAL 8.1 Notices. Any notice given pursuant to these Terms will be in writing. Any such notice will be deemed to have been received upon: (i) confirmation of delivery by a nationally reputable overnight delivery service, all delivery charges pre-paid to Client's address set out on the Order Form and to Vendor at 200 Wellington Street West, 2nd Floor, Toronto, ON, M5V 3C7 Canada;or(ii)transmission by email to the regular contact at the receiving party with no receipt of an out-of-office or other notice indicating non-receipt. Either party may designate a different address by written notice to the other party given in accordance with this section. 8.2 Entire Agreement. These Terms take effect upon signing of the Order Form and constitute the complete and exclusive agreement between the parties with respect to its subject matter,and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements,written and oral, regarding its subject matter(including any previously entered into Services Agreement, or Software License Agreement(or similarly titled agreement)with Vendor and/or its affiliates). Notwithstanding the forgoing, where Client is migrating from one of Vendor's alternate services, or its affiliate's services (the "Former Services"), to the Services set out on the Order Form, Client's agreement for the Former Services terminates on the start of the Initial Term. 8.3 Variations.These Terms may be changed only by mutual written agreement. 8.4 Severance. Should any provision of these Terms be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible,and all other provisions will remain in effect and are enforceable by the parties. 8.5 Interpretation.The headings used in these Terms are for convenience of reference only. No provision of these Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout these Terms, the term "including" or the phrases "e.g.," or "for example" have been used to mean "including, without limitation". 8.6 Waiver. No part of these Terms: (a)will be deemed to be waived by reason of any previous failure to enforce it, or(b) may be waived except in writing signed by the party waiving enforcement. 8.7 Assignment. Neither party will assign or otherwise transfer any rights or obligations under these Terms without the other party's written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Vendor may assign or subcontract these Terms(including any Order Form)and any of the rights and obligations to an affiliate(or member of its corporate group), or to any specialist subcontractor, without prior consent. Vendor will remain responsible for the actions or omissions of such subcontracting. Subject to the foregoing, these Terms will be binding on, will inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns. 8.8 Independent Contractors. The relationship between the parties is that of independent contractors. These Terms will not establish any relationship of partnership,joint venture, employment, franchise or agency between them. Neither party will have the power to bind the other without the other party's prior written consent. 8.9 Governing Law.These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation(including non-contractual disputes or claims)are governed by and construed in accordance with the laws of the State of New York and the federal laws of the United States of America applicable therein, without reference to the conflict of laws provisions. The parties irrevocably agree to attorn to the jurisdiction of the courts in New York City, New York for the conduct of any legal proceedings under, or related to, these Terms, their subject matter or formation (including non-contractual disputes or claims). If Client is noted on an Order Form as a government related entity, and as a result Client is prohibited by applicable law from entering into contracts governed by laws other than the Client's governing jurisdiction, these Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws and courts of the Client's jurisdiction,as identified by Client's address on the Order Form. 8.10 Media. Unless Client has otherwise notified Vendor in writing, Vendor may list Client as a client(and use its name and logo) in its standard sales and marketing materials and website. Otherwise, neither party will issue any public notice or press release,or otherwise make use of its association with the other party or these Terms,without the prior written consent of the other party,such consent not to be unreasonably withheld. 8.11 Third Party Rights. Unless required under applicable law,a person who is not a party to an Order Form will not have any rights to enforce these Terms. 8.12 Force Maieure. Neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including an act of God, a decree or restraint of government(s), a pandemic, a crisis, a war, an act of terrorism, a failure of a utility service or transport or telecommunications network, or any other cause or causes beyond its reasonable control, whether similar or dissimilar to those already specified, that could not have been avoided by the exercise of reasonable foresight (a" Force Majeure Event") provided that the party affected by such failure or delay gives the other party prompt written notice of the Force Majeure Event. The forgoing does not apply to payment obligations where the Services are provided. Order form prepared for City of Rancho Cucamonga on June 12,2023 PPof 725 )91 AudienceView 8.13 Article 2125. Where Client is a Quebec government agent or agency requiring the governing laws to be the laws of Quebec,Client expressly waives the right to unilaterally terminate this Agreement as provided for in Article 2125 of the Civil Code of Quebec, and understands that it must maintain the Services throughout the Term of this Agreement. Client confirms that it has requested and received the necessary information to fully understand the consequences of this waiver. 8.14 English Language. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. II est la volont6 expresse des parties que cette convention et tous les documents s'y rattachant, y compris les avis et les autres communications, soient r6dig6s et sign6s en anglais seulement. 8.15 Counterparts. Order Forms(and any other documents)may be executed, including by way of electronic signature, in any number of counterparts, each of which when executed will constitute a duplicate original, but all the counterparts will together constitute one agreement. Transmission of the executed signature page of a counterpart by email (in PDF,JPEG or other agreed format) or by using a web-based e-signature platform such as Docusign or Echosign, will take effect as delivery of an executed counterpart. 8.16 Survival. Those sections which by their nature should survive the termination or expiration of these Terms will survive termination or expiration, including Sections 2,4, 5.3, 6, 7.3 and 8. Last Updated:September 21, 2022 Order form prepared for City of Rancho Cucamonga on June 12,2023 ©AudienceView 2020 P8of 725 EXHIBIT B SCHEDULE OF PERFORMANCE Vendor Initials PSA with Professional Liability Insurance(non-design) Page 15 Last Revised:10102113 146 of 725 Project Management Methodology AudienceView's implementation approach is an established project management methodology that focuses on ease of use, repeatable processes,consistent framework, and established guidelines for approvals. During the project lifecycle,well-defined deliverables and activities at each project milestone are identified, monitored,and managed to ensure the project can be successfully executed.This approach allows both parties' project managers to coordinate project resources and oversee the project with regard to time, budget,and quality,as well as manage the entire scope of the project. In order to give you an indication of how an implementation of AudienceView typically takes place,we have included a description of the AudienceView engagement process.This is a process that we have refined over time and found to be extremely effective for ensuring that the solution that is configured meets your needs and that at the end of the implementation, you will have all the knowledge needed to have full control over the day-to-day operation of the system. Project Management Methodology PMI Project Methodology I AudienceView Project Delivery Project Initiation Project Initiation Project Planning rProject Planning and Management Project Readiness Confirmation Installation Support Execution Website Design, Branding &Implementation Training and Configuration Data Migration Operational Verification Closure Go Live Support Post Launch Support The purpose of establishing a project management methodology is to create repeatable processes as well as to provide consistency in the delivery of all AudienceView projects. An effective project management methodology is easy to use, repeatable, provides a consistent framework,and allows for flexibility.The project management methodology in place allows AudienceView to have established guidelines for documentation and approvals required to proceed at different points of the project.The existing guidelines allow AudienceView to have standardized procedures and consistent terminology. 147 of 725 In addition to the existing project management methodology,AudienceView has established key project activities that define the various project stages and allow for a repeatable project delivery process.The project activities followed at AudienceView are based on PMI standard project delivery of Project Initiation, Project Planning, Execution,and Closure. Most of these key project activities will run concurrently throughout the project lifecycle. It is important to note that the process documented is the standard project delivery process and that there are numerous variations that could occur based on the complexity of the individual project. Project Initiation Customer Profile Document - The AudienceView sales team completes this document that outlines key customer information and general project requirements. Project Planning and Management Project Planning and Management will serve formally to kick off the project, outline the AudienceView implementation process, highlight key milestones, introduce the respective project teams and define roles and responsibilities for the project. Project Planning and Management will continue throughout the project lifecycle. Tasks to be completed in Project Planning and Management are as follows: • AudienceView to provide the Customer with the Professional Services Welcome Package • The Customer is to review the documents included in the Welcome Package • AudienceView to host the project kick-off meeting with both the Customer and AudienceView project teams. This meeting will be carried out via conference call The AudienceView Project Manager in collaboration with the Customer Project Manager will: • Develop the baseline project plan outlining milestones and key deliverables • Define the roles and responsibilities of the project team • Agree upon project status update frequency and communication protocol throughout the project • Effectively communicate project tasks,task dependencies, and delivery expectations to team members and stakeholders in a timely and clear fashion • Proactively manage changes in project scope and timeline, identify and communicate potential issues,and devise and implement agreed contingency or mitigation plans • Monitor and manage project schedule • Monitor and manage project budget • Monitor and manage project risks and opportunities 148 of 725 Dependency: Project Initiation completion Project Readiness Confirmation The Project Readiness Confirmation allows for the transition and handover from the Sales cycle to the Project cycle,as well as the initial project preparation activities.The Project Readiness Confirmation will have the customer complete the Project Readiness Checklist. The objective here is to ensure that critical components,essential to moving the project forward, are in place or are in progress.The Project Readiness Checklist is included in the Welcome Package. AudienceView will work with the Customer to clarify the checklist requirements and support the Customer's efforts in completing it.As completion of the checklist is critical to moving on with subsequent aspects of the project,AudienceView will work with the Customer to assess checklist completeness and adjust the project timeline if necessary. Dependency: Project Initiation completion Installation Support Installation support can begin even prior to the start of Project Planning and Management. Installation Support will begin with AudienceView installing the hardware and software required to prepare the database server and application server(s) for AudienceView application installation. AudienceView staff will then install the AudienceView application.The Installation Support continues throughout the project and draws to a close at the conclusion of the Operational Verification. Tasks to be completed in Installation Support are as follows: • AudienceView to finalize acquisition and installation of required computer hardware for database and application server(s). • AudienceView to install the database server operating system and patches, Microsoft SQL Server software and patches,and application server(s) operating system and patches at the AudienceView Hosting Data Center. • AudienceView to install the AudienceView Software on the Training and Production servers at the AudienceView Hosting Data Center. • The Customer to ensure compliance of their users'desktop machines with the AudienceView Software and Hardware Requirements. • The Customer to ensure compliance of existing printers with the AudienceView Software and Hardware Requirements. • AudienceView to assist the Customer in confirming printer compliance via printer serial number checks with AudienceView printer partners. • The Customer is to finalize the acquisition and installation of any new printers and new user desktop machines (if required). 149 of 725 • The Customer to ensure compliance of scanning hardware and software with the AudienceView Software and Hardware Requirements. • The Customer to finalize the acquisition of scanning hardware and operating software (if required). • The Customer to implement and test wireless network infrastructure at its facility to support the implementation of the wireless bar code scanners. • The Customer to confirm the payment processing solution (payment processor and payment gateway). • The Customer is to contract with financial institutions, payment processors,or network providers to obtain merchant IDs and/or terminal IDs or establish network connections to financial institutions. This may also require the payment of per-transaction charges for credit/debit card processing, procurement of third-party hardware and software, or payment of additional fees to those organizations or their representatives. • The Customer is to order and install credit card/magnetic stripe readers, pin pad devices,or other equipment or software if needed for processing credit or debit cards. • The Customer to ensure compliance of existing kiosk hardware and software with the AudienceView Software and Hardware Requirements. • The Customer to finalize the acquisition of kiosk hardware and operating software (if required). • The Customer is responsible for ordering the SSL certificate. • AudienceView to assist the Customer during the process of ordering an SSL certificate. • AudienceView is responsible for installing the SSL certificate at the AudienceView Hosting Data Center.AudienceView will perform a system audit to ensure servers are secure at the AudienceView Hosting Data Center. Dependency: Project Initiation, however, Installation Support cannot complete prior to the conclusion of Project Readiness Confirmation Website Design, Branding & Implementation The scope of AudienceView's involvement here ranges from basic website branding support to full website requirement analysis,design or development and will vary depending on the project. Dependency: Project Readiness Confirmation, Installation Support Configuration Tasks to be completed under Configuration are as follows: • The Customer configures the AudienceView application with the support of AudienceView. 150 of 725 • AudienceView will brand the core AudienceView invoice with the Customer's logo and address information. • AudienceView to assist the Customer with the configuration and testing of their ticket printers. • AudienceView will assist with the branding, configuration, and deployment of the mobile app for ticketing. • AudienceView to assist the Customer with the configuration and testing of the AudienceView Gate Management (Access Control / Barcode Scanning) functionality. • AudienceView to configure the interface between AudienceView with the payment processing system selected by the Customer. • AudienceView to assist the Customer with the setup and deployment of their kiosks (if applicable). Dependency: Project Readiness Confirmation, Installation Support Data Migration During Data Migration,data from the Customer's legacy system is migrated into the AudienceView Ticketing Solution. The most successful projects are outlined in a minimum three-month timeframe. This builds in redundancy to allow for professional and personal needs that may arise in your organization during the implementation.The key to a successful conversion is the dedication of time and effort by all of those involved. Briefer conversions are attainable in order to meet deadlines as appropriate. Project Plan As a fully integrated system,AudienceView typically implements all system requirements and imports all customer data prior to go live. Below is an anticipated timeline based on a Museum Go Live in November 2023 and Performing Arts in March 2024. 151 of 725 Project Timeline Sept.'23 Oct. '23 Nov.'23 Dec. '23 Jan.'24 Feb.'24 Mar.'24 Apr.'24 Training&Configuration Go Live I Go Live Nov.1 Museum Performing Arts Data Migration AudienceView Roles & Responsibilities We will assign a dedicated Project Manager, primary Product Solution Expert,and a primary Technical Solution Expert. Since we have multiple teams,we have additional resources that can be deployed on demand on a project. Project Manager • The Project Manager is responsible for managing the project plan and the scheduling of AudienceView resources assigned to your project. • Weekly check-in with your Project Manager is an active dialogue about where and when resources are needed and what timing works with the day-to-day workload of your staff in their various departments and the seasonality of your venue. Solution Expert • The Solution Expert is responsible for guiding you through the configuration of your system and ensuring you make the best use of the Unlimited system.The Solution Expert will 152 of 725 deliver training on the set up and use of the Unlimited application and Spotlight mobile app along with providing support through the Operational Verification and Go-Live phases. Technical Solution Expert • The Technical Solution Expert is the main technical contact on the team.They are responsible for activating the application, and assisting in the setup of the payment gateway, printers, and scanners. The Technical Solution Expert is responsible for data migration. Client Roles and Responsibilities Project Sponsor • The project sponsor is the final decision maker on any issue related to the implementation of AudienceView. They should be able to approve any expenses or change requests during the project.The project sponsor is not typically involved in the day-to-day issues of the project but involved from an overview and steering perspective. Project Manager • The project manager is responsible for ensuring that the Client resources are available and completing any assigned tasks on time. The project manager will be the main counterpart of the AudienceView project manager during the implementation of the project. Ticket System Administrator/Configuration Lead • This person is responsible for becoming the AudienceView expert. This person will typically be responsible for the initial and ongoing configuration of your system. • This person will serve as the in-house expert on all ticketing-related processes and business rules currently in place. This person should be able to make decisions about system configuration issues that impact the ticketing office. • This person is also responsible for delivering AudienceView training to the Client's staff. During the implementation of the new system,AudienceView resources will deliver significant levels of training to several of your staff members. However, it is usually required for the Client to deliver some training to its own staff,for example,to customer service representatives in the box office. 153 of 725 Data Migration Lead • This person is responsible for extracting the data from your legacy data migration system and transforming it into the agreed-upon AudienceView data schema formats.This person will work closely with the AudienceView project team and their own domain (ticketing,fundraising) experts during the data mapping,extraction and transformation process. IT Administrator • This person is responsible for the Client's network infrastructure,security and privacy compliance,and the setup and maintenance of the Client's hardware and operating system software.This includes, but is not limited to: printers, scanning devices,end user workstations, network access and firewall configuration. Graphic/Web Designer • This person is responsible for the graphic design of the AudienceView Online,and the provisioning of the digital assets. This person is also responsible for the venue map images for system configuration. Web Brand/Web Content/Marketing Lead • This person is responsible for the AudienceView Online. This person will work with the AudienceView project team to gain an understanding of the AudienceView Content Management System (CMS) and is expected to use this knowledge to build the AudienceView Online. • This person is also responsible for email marketing and will work with the AudienceView project team to gain an understanding of the AudienceView Correspondence and is expected to use this knowledge for the Client's email marketing efforts via AudienceView. Finance Expert • This person is responsible for verifying the financial components of the AudienceView System, including the payment gateway and merchant ID procurement. This person will confirm the financial integrity of the AudienceView data and will be responsible for defining the AudienceView Financial Reporting structure. Fundraising Domain Expert • This person is your in-house expert on all the fundraising related processes and business rules currently in place.This person should be able to make decisions about 154 of 725 system configuration issues that impact the fundraising office and will be the prime recipient of AudienceView fundraising training. This person will also provide additional training to other staff members in the organization as required. Data Migration Approach During Data Migration,data from the Customer's legacy system is migrated into the AudienceView Ticketing Solution.The specific types of data to be migrated as part of the implementation are: Data Type Description Migration of patron (customer) accounts from Customer's legacy system. Patron (Customer) Single primary contact information including first/middle/last Accounts name,email address,and up to 4 phone numbers; single primary address information including street,city, state/province/county, country,zip/post/postal code, and the marketing preferences. r Furture order/admission data from Customer's legacy Orders/Admissions Data system. Historical Migration of historic admissions from Customer's legacy Orders/Admissions Data system. Migration of donation records from the Customer's legacy system. Donation Data Appeal and fund name,donation amount, pledge date,and renewal date. Data Migration Assumptions Data Extraction and Data Format • The Customer is responsible for extracting the data out of their existing system. • The data provided by the customer must adhere to the specified AudienceView data schema. Data that does not adhere to the specified format will not be migrated. • The Customer is solely responsible for providing the data to migrate into the AudienceView system in a format specified by AudienceView. 155 of 725 • Assumes all data provided by Customer has been cleansed prior to providing the files to AudienceView (e.g. Customer must ensure all duplicate customer accounts have been removed). • Assumes data extracted from the Customer's legacy system meets a reasonably acceptable level of integrity. • The client is also responsible for the quality and accuracy of their data. • The AudienceView will coordinate mapping sessions and provide the Data Schema following these sessions. System Configuration • Some system configuration of AudienceView will be required to support the data migration. • This could include setting up marketing fields,creating system lists,and creating venues or performances. • The required system configuration work will be defined during the planning process. • The Customer is responsible for the system configuration work and ensuring that the configuration work is correct. • Mistakes in the configuration may result in the failure of the migrations. Migration Process • AudienceView will import the presented data into the AudienceView application as defined within the data schema. • AudienceView and the Customer will run up to four joint tests to validate the migration. Should more than four tests be required the change to scope will be handled via the Change Request process. • The Customer is responsible for confirming that the test data was migrated as expected. • If additional tests are required, a Change Request will be required, and additional costs may be incurred. • The Customer is responsible for confirming that the production data was migrated as expected. 156 of 725 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Shelly Munson, Director of Innovation & Technology Lilyan Villarreal, Deputy Director of Innovation & Technology Tanya Trieu-Bui, Management Analyst I SUBJECT: Consideration to Approve a One-Year Extension of a Professional Services Agreement with Central Square, Inc. for Maintenance and Support in the Amount of$141,915. (CITY) RECOMMENDATION: Staff recommends the City Council approve a one-year extension of the Central Square, Inc. contract No. 2020-118 covering maintenance and support of the City's ONESolution financials and human resources management software platform. BACKGROUND: In 2020, the City Council approved a three-year contract with Central Square, Inc. with an additional one-year renewal option. ONESolution provides the City with on-premises enterprise software to manage financial, procurement, human resources, and payroll functions. To ensure continued uninterrupted operations, an annual license and support agreement is required to obtain necessary product updates, maintenance, and technical support. This one-year extension to the current contract for ONESolution, will allow continued operations as the City transitions to a new Financial Enterprise Resource Platform (ERP) system, Workday. ANALYSIS: In Fiscal Year 2023, with Staff's recommendation, the City Council approved the acquisition of a new ERP system, Workday. The new Workday ERP system will go-live in FY 2024/2025. Our current agreement with ONESolution expires September 30, 2023. Staff recommends exercising the option to renew the contract for an additional year to continue support for ONESolution as the City transitions into Workday. The one-year renewal cost, as set by the current agreement, has increased by 10% due to the standard 5% annual increase and a 5% inflation increase. FISCAL IMPACT: The maintenance and support contract was included in the Fiscal Year 2023/24 Adopted Budget and therefore no additional funds will be required. Fiscal Year 2023/24 Adopted Budget: 157 of 725 DolT General Fund 1001209-5300 ontract Services $141,915 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's Core Value of intentionally embracing and anticipating our future. ATTACHMENTS: Attachment 1 — Central Square October 2023 Renewal Attachment 2 — Original Contract No. 2020-118 Page 2 158 of 725 CENTRALSQUARE Renewal Order prepared by: Ashley Lemerond ashley.lemerond@centralsquare.com Renewal Order#: Q-139760 Renewal Order prepared for: Start Date: October 1, 2023 Elena Qualls,Administrative Assistant End Date: September 30, 2024 City of Rancho Cucamonga Billing Frequency: Yearly 10500 Civic Center Drive Subsidiary: Superion, LLC RANCHO CUCAMONGA„ CA 91730 (909)774-2532 Thank you for your continued business.We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY TOTAL 1. Cognos BI: Base Bundle Multi-Data Source Annual 1 5,306.77 USD Maintenance Fee 2. Cognos Insight Standard Edition Authorized User Annual 1 0.00 USD Maintenance Fee 3. MicroFocus Server Express Runtime Annual Maintenance Fee 1 3,285.07 USD 4. MicroFocus Server Express Runtime Annual Maintenance Fee 1 547.60 USD 5. MKS SQL Annual Maintenance Fee 1 748.25 USD 6. MKS SQL Annual Maintenance Fee 1 748.25 USD 7. ONESolution 7i Annual Maintenance Fee 1 0.00 USD 8. ONESolution Accounts Payable Annual Maintenance Fee 1 0.00 USD 9. ONESolution Accounts Receivable Annual Maintenance Fee 1 0.00 USD 10. ONESolution Bank Reconciliation Annual Maintenance Fee 1 0.00 USD 11. ONESolution Budgeting w/Budget Item Detail Annual 1 0.00 USD Maintenance Fee 12. ONESolution Cash Receipts Annual Maintenance Fee 1 0.00 USD 13. ONESolution Click, Drag, and Drill Annual Maintenance Fee 1 0.00 USD 14. ONESolution Documents Online Annual Maintenance Fee 1 0.00 USD 15. ONESolution Easy Laser Forms Annual Maintenance Fee 1 0.00 USD 16. ONESolution Employee Online Annual Maintenance Fee 1 5,000.16 USD 17. ONESolution Finance Other Annual Maintenance Fee 1 115,758.92 USD MORE INFORMATION AT CENTRALSQUARE.COM 159 of 725 CENTRALSQUARE Renewal Order prepared by: Ashley Lemerond ashley.lemerond@centralsquare.com 18. ONESolution Finance Security Annual Maintenance Fee 1 0.00 USD 19. ONESolution Finance Systems Annual Maintenance Fee 1 0.00 USD 20. ONESolution Fixed Assets Annual Maintenance Fee 1 0.00 USD 21. ONESolution General Ledger Annual Maintenance Fee 1 0.00 USD 22. ONESolution Global Core-IFAS Annual Maintenance Fee 1 911.01 USD 23. ONESolution Grants Management Annual Maintenance Fee 1 0.00 USD 24. ONESolution Hassle Free Support Annual Maintenance Fee 1 0.00 USD 25. ONESolution Human Resources Annual Maintenance Fee 1 0.00 USD 26. ONESolution Job/Project Ledger Annual Maintenance Fee 1 0.00 USD 27. ONESolution NUCLEUS Annual Maintenance Fee 1 0.00 USD 28. ONESolution Payroll Annual Maintenance Fee 1 0.00 USD 29. ONESolution Person/Entity Annual Maintenance Fee 1 0.00 USD 30. ONESolution Personnel Action Forms Annual Maintenance 1 4,563.83 USD Fee 31. ONESolution Position Budgeting Annual Maintenance Fee 1 0.00 USD 32. ONESolution Procurement Cards 1 5,045.04 USD 33. ONESolution Purchasing Annual Maintenance Fee 1 0.00 USD 34. ONESolution Workflow Annual Maintenance Fee 1 0.00 USD Renewal Order Total: 141,914.90 USD Billing Information Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of$21.37656 will be shown as a Unit Price of$21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply.Any such taxes are the responsibility of the Customer.This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies)governing the"Ship To" location provided by Customer on the Renewal Order Form. MORE INFORMATION AT CENTRALSQUARE.COM 160 of 725 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 30th day of September, 2020, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and Central Squares, a provider of software solutions and consulting services ("Consultant"). RECITALS A. City has heretofore issued its request for proposals to perform the following professional services: OneSolution annual miantenance support, development and implementation of new services ("the Project"). B. Consultant has submitted a proposal to perform the professional services described in Recital"A", above, necessary to complete the Project. C. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals "A" and "B" above, including, but not limited to OneSolution annual maintenance support, development and implementation of new services, all as more fully set forth in the Consultant's proposal, dated September 30, 2020 and entitled "Scope of Work", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project Vendor Initials PSA with Professional Liability Insurance(non-design) Page I Last Revised:10102113 161 of 725 desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant's compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit"A". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be three (3) year(s) and shall become effective as of the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in 0 year(s) increments to a total of(0) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 2 Last Revised:10102113 162 of 725 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $425,785.00 (Four hundred and Twenty-five Thousand and Seven Hundred and Eighty-five Dollars), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten(10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City's representative shall be Darryl Polk, CIO/Director of Innovation and Technology, or such other person as designated in writing by the City ("City Representative"). It shall be Consultant's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 3 Last Revised:10102113 163 of 725 5.2 Consultant Representative. For the purposes of this Agreement, P. Newman, Controller is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Consultant's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant's Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant's Personnel. 6.1 All Services shall be performed by Consultant or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same Vendor Initials PSA with Professional Liability Insurance(non-design) Page 4 Last Revised:10102113 164 of 725 (collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall,upon request,be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a Vendor Initials PSA with Professional Liability Insurance(non-design) Page 5 Last Revised:10102113 165 of 725 license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, Vendor Initials PSA with Professional Liability Insurance(non-design) Page 6 Last Revised:10102113 166 of 725 to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission,percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 7 Last Revised:10102113 167 of 725 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not,waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having, at City's option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Vendor Initials PSA with Professional Liability Insurance(non-design) Page 8 Last Revised:10102113 168 of 725 Consultant's performance of the Services and otherwise complying with all applicable provisions of this Section 12. The policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. (5) The Insurance obligations under this agreement shall be the greater of(i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of Vendor Initials PSA with Professional Liability Insurance(non-design) Page 9 Last Revised:10102113 169 of 725 City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Any insurance or self- insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant's insurance and shall not contribute with it. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Contractor shall provide immediate written notice if(1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 10 Last Revised:10102113 170 of 725 (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 11 Last Revised:10102113 171 of 725 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5)business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Darryl Polk, CIO/Director City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: P.Newman, Controller Central Squres 12709 Collection Center Drive Chicago, I1160693 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 12 Last Revised:10102113 172 of 725 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 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. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm 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. CONSULTANT 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. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 13 Last Revised:10102113 173 of 725 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: IntelesysOne City of Rancho Cucamonga By: By: Name Date Name Date Title Title City of Rancho Cucamonga By: By: Name Date Name Date Title Title (two signatures required if corporation) Vendor Initials PSA with Professional Liability Insurance(non-design) Page 14 Last Revised:10102113 174 of 725 EXHIBIT A SCOPE OF SERVICES Vendor Initials PSA with Professional Liability Insurance(non-design) Page 15 Last Revised:10102113 175 of 725 EXHIBIT B SCHEDULE OF PERFORMANCE Vendor Initials PSA with Professional Liability Insurance(non-design) Page 16 Last Revised:10102113 176 of 725 Vendor Initials PSA with Professional Liability Insurance(non-design) Page 17 Last Revised:10102113 177 of 725 Attachment A— Sample Waiver of Subrogation (Sample Only—Not all forms will look identical to this Sample) TRAVELERS Al' WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or Indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or official_ DESIGNATED ORGANIZATION: Vendor Initials PSA with Professional Liability Insurance(non-design) Page 18 Last Revised:10102113 178 of 725 Attachment B — Sample Additional Insured for On-going Projects POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. Your acts or omissions;or 1. All work, including materials, parts or equip- ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insureds) at the location(s) desig- covered operations has been completed,or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑ Vendor Initials PSA with Professional Liability Insurance(non-design) Page 19 Last Revised:10102113 179 of 725 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Shelly Munson, Director of Innovation & Technology Lilyan Villarreal, Deputy Director of Innovation & Technology Tanya Trieu-Bui, Management Analyst I SUBJECT: Consideration to Approve a Three-Year Support and Maintenance Agreement with HLP Inc. in the Amount of$107,530. (CITY) RECOMMENDATION: Staff recommends the City Council approve a renewal of the software support and maintenance agreement with HLP, Inc. in the amount of $35,844 annually for a three-year total of $102,405 and a 5% contingency in the amount of$5,120 for a total of$107,530, ending in July 2026. BACKGROUND: HLP, Inc. provides the licensing, support, product updates, and maintenance for the Chameleon Animal Care software management platform. The Chameleon software is used by the Animal Care and Services Department to manage data on all animal related interactions from the field and at the shelter. The Animal Center staff have been using Chameleon since 2012 and are very familiar with its functionality and capabilities. They have no plans to change since it meets their current and anticipated needs. ANALYSIS: For continuity of operations in Animal Care and Services, the requested software support and maintenance agreement extends the required support agreements for three years with HLP, Inc. to continue to utilize this software management platform. HLP Inc. is the only vendor to license and support the Chameleon software. Staff recommends a single-source award be made to HLP, Inc. for application licensing, software support, and maintenance. FISCAL IMPACT: Funding for maintenance and support is included in the current Fiscal Year 2023/24 Adopted Budget and therefore no additional funds will be required. Fiscal Year 2023/24 Adopted Budget: DoIT General Fund 1001209-5300 Contract Services $35,850 180 of 725 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's Core Values of intentionally embracing and anticipating our future and promoting and enhancing a safe and healthy community for all. ATTACHMENTS: Attachment 1 — Chameleon 2023 Agreement Page 2 181 of 725 City of Rancho Cucamonga CONTRACT NUMBER 2023-122 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 6th day of September, 2023, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and HLP,Inc, a Software Company("Consultant"). RECITALS A. City has heretofore issued its request for proposals to perform the following professional services: Chameleon Software annual support and maintenance ("the Project"). B. Consultant has submitted a proposal to perform the professional services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals "A" and `B" above, including, but not limited to annual support and maintenance services, all as more fully set forth in the Consultant's proposal, dated July 31, 2023 and entitled "Chameleon Software Products Price Quote", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant's compensation based thereon. A revision pursuant to this Section PSA with Professional Liability Insurance(Non-Design) Page I Last Revised:1111212020 182 of 725 that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3,may be approved in writing by City's City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely,regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work,or as set forth in a"Schedule of Performance",if such Schedule is attached hereto. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement,Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be three (3) years and shall become effective as of the date of the mutual execution by way of both parties signature(the"Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $107,530 (One hundred seven thousand five hundred thirty dollars), over the three-year period,paid annually, including all out of pocket expenses,unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes,or other deductions. However,City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. PSA with Professional Liability Insurance(Non-Design) Page 2 Last Revised:1111212020 183 of 725 The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten(10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City's representative shall be Shelly Munson, or such other person as designated in writing by the City("City Representative"). It shall be Consultant's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Kristin Schiechl is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Consultant's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant's Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant's Personnel. PSA with Professional Liability Insurance(Non-Design) Page 3 Last Revised:1111212020 184 of 725 6.1 All Services shall be performed by Consultant or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same(collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This PSA with Professional Liability Insurance(Non-Design) Page 4 Last Revised:1111212020 185 of 725 covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above,the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights,trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions,relating to trade names, licenses, franchises,patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt,obligation,or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend,indemnify and hold City harmless from any and all taxes, assessments,penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully PSA with Professional Liability Insurance(Non-Design) Page 5 Last Revised:1111212020 186 of 725 comply with the workers' compensation law regarding Consultant and Consultant's employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain,nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement,no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift,percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission,percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete,written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. PSA with Professional Liability Insurance(Non-Design) Page 6 Last Revised:1111212020 187 of 725 11. Indemnification. 11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants,volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, "Indemnitees"), with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subro ag tion. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it,hereby waives all rights of subrogation against the Indemnitees,while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. PSA with Professional Liability Insurance(Non-Design) Page 7 Last Revised:1111212020 188 of 725 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. (4) Technology Professional Liability Errors & Omissions policy to include Cyber coverage unless Cyber coverage is in the Crime policy. (5) Professional Liability insurance in a form approved by the City, having an extended reporting period of not less than three (3) years; or Professional Liability insurance shall be maintained for a period of three(3)years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant's performance of the Services and otherwise complying with all applicable provisions of this Section 13. Either policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. PSA with Professional Liability Insurance(Non-Design) Page 8 Last Revised:1111212020 189 of 725 (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) Technology Professional Liability Errors & Omissions policy to include Cyber coverage unless Cyber coverage is in the Crime policy with a limit of no less than $1,000,000 per occurrence. (5) Professional Liability: $1,000,000 per claim/aggregate. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to Ci . , its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City or agency officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City,its officers,officials,employees,designated volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Consultant's insurance and shall not contribute with it. PSA with Professional Liability Insurance(Non-Design) Page 9 Last Revised:1111212020 190 of 725 (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for non- payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. (5) Each insurance policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. (6) Be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty,shall not affect the coverage required to be provided. (8) Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys'fees, shall be paid in addition to and shall not deplete any policy limits. (9) Other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year,Consultant shall provide City PSA with Professional Liability Insurance(Non-Design) Page 10 Last Revised:1111212020 191 of 725 with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement,City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination,provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5)business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten(10)business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement,including but not limited to Payment Terms; (2)material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on(a) the day of delivery if delivered by hand or overnight courier service during Consultant's and City's regular business hours; or(b)on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be addressed as follows: If to City: City of Rancho Cucamonga Attn: Shelly Munson, DoIT Director/CIO 10500 Civic Center Dr. Rancho Cucamonga, CA 91730 If to Consultant: HLP Inc. Attn: Kristin Schiechl, Director of Operations 9878 W. Belleview Ave. #110 Littleton, CO 80123 PSA with Professional Liability Insurance(Non-Design) Page 11 Last Revised:1111212020 192 of 725 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment,without regard to their race,color,creed,religion, sex,marital status,national origin,ancestry,age,physical or mental handicap,medical condition,or sexual orientation. 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Consultant to so assign,transfer,or subcontract any rights,duties,or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either parry to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement,the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference,the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity,interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. PSA with Professional Liability Insurance(Non-Design) Page 12 Last Revised:1111212020 193 of 725 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: HLP, Inc City of Rancho Cucamonga By: By: Name Date Name Date Title Title City of Rancho Cucamonga By: By: Name Date Name Date Title Title (two signatures required if corporation) Approval Buyer II,Purchasing Alternate,Risk Management Coordinator EXHIBIT A SCOPE OF SERVICES PSA with Professional Liability Insurance(Non-Design) Page 13 Last Revised:1111212020 194 of 725 Price Quote dated 7/31/23. PSA with Professional Liability Insurance(Non-Design) Page 14 Last Revised:1111212020 195 of 725 EXHIBIT A HLP, INC PRICE QUOTE Chameleon Software Products Date Estimate# 9878 West Belleview Ave. #110 Littleton, CO 80123 7/31/2023 6439 Name/Address City of Rancho Cucamonga Attn: Information Services 10500 Civic Center Dr Rancho Cucamonga, CA 91730 Description Qty Rate Total Period Covered July 1,2023-June 30,2024 Chameleon/CMS Annual Support&Maintenance 1 24,000.00 24,000.00T *Licensed for a 1 single Server,Unlimited Workstations and Unlimited Field Service Unit Public Access Software Annual Support&Maintenance ChamCam imaging included with any licensed Chameleon workstation. 1 0.00 0.00 WebChameleon Software Annual Support&Maintenance-Server 1 2,880.00 2,880.00T WebChameleon Software Annual Support&Maintenance 5 960.00 4,800.00T **This price quote is based on your current license count.Increasing your license count will change the total on this quote.Please contact me if you are changing your license count and need a new quote.Return your license renewal form even if there are no changes to your license count.** Period Covered July 1,2024-June 30,2025 Chameleon/CMS Annual Support&Maintenance 1 24,000.00 24,000.00T *Licensed for a 1 single Server,Unlimited Workstations and Unlimited Field Service Unit Chameleon Public Access License$9,800 Fee Waived 1 0.00 O.00T ChamCam imaging included with any licensed Chameleon workstation. 0.00 O.00T WebChameleon Software Annual Support&Maintenance-Server 1 2,880.00 2,880.00T WebChameleon Software Annual Support&Maintenance-Concurrent User 5 960.00 4,800.00T Period Covered July 1,2025-June 30,2026 Please return your license renewal form as soon as possible. Subtotal Sales Tax (7.75%) Total Phone# Fax# E-mail Web Site 800-459-8376 866-844-3924 Accounting@chameleonbeach.com www.chameleonbeach.com Page 1 196 of 725 HLP, INC PRICE QUOTE Chameleon Software Products Date Estimate# 9878 West Belleview Ave. #110 Littleton, CO 80123 7/31/2023 6439 Name/Address City of Rancho Cucamonga Attn: Information Services 10500 Civic Center Dr Rancho Cucamonga, CA 91730 Description Qty Rate Total Chameleon/CMS Annual Support&Maintenance 1 24,000.00 24,000.00T *Licensed for a 1 single Server,Unlimited Workstations and Unlimited Field Service Unit Chameleon Public Access License$9,800 Fee Waived 0.00 O.00T ChamCam imaging included with any licensed Chameleon workstation. 1 0.00 O.00T WebChameleon Software Annual Support&Maintenance-Server 1 2,880.00 2,880.00T WebChameleon Software Annual Support&Maintenance-Concurrent User 5 960.00 4,800.00T Please return your license renewal form as soon as possible. Subtotal $95,040.00 Sales Tax (7.75%) $7,365.60 Total $102,405.60 Phone# Fax# E-mail Web Site 800-459-8376 866-844-3924 Accounting@chameleonbeach.com www.chameleonbeach.com Page 2 197 of 725 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Matt Marquez, Director of Planning and Economic Development Flavio Nunez, Management Analyst II SUBJECT: Consideration to Approve an Extension of an Agreement for Professional Services with Palmer Consulting for Project Management Services in the Amount of$85,000. (CITY) RECOMMENDATION: Staff recommends the City Council approve a one (1) year extension of an Agreement for Professional Services with Palmer Consulting for project management services in the amount of $85,000 and authorize the City Manager or designee to approve future one (1) year extensions as described in the Professional Services Agreement. BACKGROUND: On August 16, 2022, the City procured Palmer Consulting Services for strategic management services for the Cucamonga Station/HART District Partnership and Economic Development Marketing Services. Procurement of Palmer Consulting Services was done through a single source transaction. The Principal for Palmer Consulting, Francie Palmer, was the designated Senior Advisor on the Marketing Outreach and Engagement Services for the Cucamonga Station and HART District proposal process for the City. Francie's management over the initial phase of this project along with her institutional knowledge and years of professional experience made her the best candidate for the required consulting services. ANALYSIS: Since the approval of the Agreement in August 2022, staff has successfully worked with Palmer Consulting to formalize a partnership of key stakeholders for the development and implementation of a multi-year strategic marketing, communication, community outreach and engagement plan for Cucamonga Station. Additionally, various pieces of the Marketing and Communications Plan have been implemented including the creation of a video and draft collateral materials. The use of Palmer Consulting provides a critical connectivity for two interconnected projects,which creates great benefit to the City for the following reasons: • Allows for more effective project management and increased accountability of related projects. • Having a single vendor coordinating marketing strategies and key messages creates greater continuity and integration. 198 of 725 • Creates a cohesive voice, style and feel in the City marketing and communication efforts. FISCAL IMPACT: The City's Fiscal Year 2023/2024 budget allocates funding for project management services in 1001301-5300 (Economic and Community Development, Contract Services). Staff recommends an appropriation for contract services in the amount of$85,000 to account 1001301-5300. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's Core Values of providing and nurturing a high quality of life for all and intentionally embracing and anticipating the future by ensuring Rancho Cucamonga's vibrant economy ensures prosperity and opportunities now and in the future. It also addresses the Vision and Goals of the General Plan by establishing Rancho Cucamonga as the cultural and economic hub of the Inland Empire. ATTACHMENTS: Attachment 1 —Agreement for Professional Services: Contract No. 2022-117 Page 2 199 of 725 City of Rancho Cucamonga CONTRACT NUMBER AGREEMENT FOR 2z2-Z-11-7 PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 1 st day of September,2022, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and Palmer Consulting, a consulting firm("Contractor"). RECITALS A. City has heretofore issued its request for proposals to perform the following services: Strategic Project Management Services - Cucamonga Station/Hart District Partnership &Economic Development Maketing Services ("the Project"). B. Contractor has submitted a proposal to perform the services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Contractor to complete the Project in the manner set forth and more fully described herein. D. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to perform all services described in Recitals "A" and "B" above, including, but not limited to SDI CoreStrengths In-Person and Virtual Workshop Facilitation, all as more fully set forth in the Contractor's proposal, dated August 4, 2022 and entitled "Scope of Work", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Contractor are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City the Contractor will promptly meet with City staff to discuss any revisions to the Project desired by the City. Contractor agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Contractor's compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Contractor by more than ten Ve id r, itials PSA without professional liability insurance(contractor) Page 1 Last Revised:05122114 Attach menit 1 percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's Manager without amendment. 1.3 Time for Performance. Contractor shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit `B". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be 1 (one) year(s) and shall become effective as of the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of 3 (three) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Contractor as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Contractor shall not exceed $85,000 (Eighty Five Thousand Dollars), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount Ve d r/iitials PSA without professional liability insurance(contractor) Page 2 Last Revised:05122114 201 of 725 pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Contractor be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Contractor for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Contractor shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Contractor in writing within ten (10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice,up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City representative shall be Elisa Cox, Assistant City Manager, or such other person as designated in writing by the City ("City Representative"). It shall be Contractor's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Contractor Representative. For the purposes of this Agreement, Francie Palmer is hereby designated as the principal and representative of Contractor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Contractor's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Contractor's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Contractor's Representative shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. Contractor may not change the Responsible Principal without the prior written approval of City. na VeAdJ b itials PSA without professional liability insurance(contractor) Page 3 Last Revised:05/2W4 202 of 725 6. Contractor's Personnel. 6.1 All Services shall be performed by Contractor or under Contractor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Contractor shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 6.4 Contractor shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Contractor in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Contractor is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Contractor under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractor shall be responsible for its safe return to City. Under no circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their- delivery, notwithstanding any disputes between Contractor and City concerning payment, Ve dr nitials PSA without professional liability insurance(contractor) Page 4 Last Revised.05122114 203 of 725 performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Contractor shall be deemed to grant and assign to City , and shall require all of its subcontractors to assign to City , all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Contractor shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted .by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall: (a) secure for City_the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Y � Y Vend r itials PSA without professional liability insurance(contractor) Page 5 Last Revised:0522114 204 of 725 Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees 9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Contractor to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the- Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 10.2 Contractor further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift,percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Contractor has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. r ' Ven o�/nitials PSA without professional liability insurance(contractor) Page 6 Last Revised.05122114 205 of 725 11. Indemnification. 11.1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"),free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit"with City, of any insurance policy or certificate required pursuant to this Agreement. 11.3 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor. 11.4 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: r2. Vend r initials PSA without professional liability insurance(contractor) Page 7 Last Revised:05122114 206 of 725 (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. 12.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) The Insurance obligations under this Agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum Insurance coverages and limits shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and Vend r•1 itials PSA without professional liability insurance(contractor) Page 8 Gast Revised:05122114 207 of 725 agents serving as independent contractors in the role of City officials, as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this. Agreement, "Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be in excess of Contractor's insurance and shall not contribute with it. (3) Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for non-payment of premium). Contractor shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. (5) Each insurance policy required .by this clause shall expressly waive the insurer's right of subrogation against City, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated ANII or better according to the most recent A.M. Best Co. Rating Guide. Vend r 1 tills PSA without professional liability insurance(contractor) Page 9 Last Revised:05122174 208 of 725 (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that.any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide .any and all other insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation that City might require. City shall compensate Contractor for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Contractor. In the event City exercises its right to terminate this Agreement, City shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor Vendirlilitials PSA without professional liability insurance(contractor) Page 10 Last Revised:05122114 209 of 725 shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Contractor may terminate this Agreement for cause upon giving the City D ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section; or to such other addresses as the parties may, from.time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Elisa Cox,Assistant City Manager City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Contractor: Francie Palmer, Contractor Palmer Consulting 3583 Long Drive Minden, NV 89430 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are� treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor's obligations hereunder without City's prior written consent. Except as provided herein, Vendor 1 itials PSA without professional liability insurance(contractor) Page 11 Last Revised:05/22/14 210 of 725 any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and compliance with other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services, available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement fit Vend PSA without professional liability insurance(contractor) Page 12 Last Revised:05/2M4 211 of 725 shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first wri en abo e. Contractor Name: Palmer Consulting Cit of Ra amon By: a,,- �� �/ �- By: 8 /Jon- Nam Date llftKe U Date plu"61( G: a Title Title By: �l'/a-a- Name` f Date V L LO- QrC-5ALV--1V Title (two signatures required if corporation) Vendor n,ials PSA without professional liability insurance(contractor) Page 13 Last Revised:0522114 212 of 725 EXHIBIT A SCOPE OF SERVICES Activities: \. V 'd r` itials PSA without professional liability insurance(contractor) Page 14 Last Revised.05/22/14 213 of 725 EXHIBIT B SCHEDULE FOR PERFORMANCE Ven PSA without professional liability insurance(contractor) Page 15 Last Revised:05/2W 4 214 of 725 Attachment A — Sample Waiver of Subrogation (Sample Only — Not all forms will look identical to this Samnle) TRAVELERS/�, WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (this agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or Indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or nffirialc. DESIGNATED ORGANIZATION: Vendor lnitials PSA without professional liability insurance(contractor) Page 16 Last Revised:0522114 215 of 725 Attachment B — Sample Additional Insured for On-going Projects POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance.provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s: Locations Of Covered Operations The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II—Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: With respect to liability for"bodily injury',"property This insurance does not apply to"bodily injury"or damage" or "personal and advertising injury' "property damage"occurring after: caused,in whole or in part,by: 1. Your acts or omissions;or 1. All work, including materials, parts or equip- ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service,maintenance behalf; or repairs)to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed;or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ©ISO Properties,Inc.,2004 Page 1 of 1 ❑ Ve id r itials PSA without professional liability insurance(contractor) Page 17 Last Revised:05122114 216 of 725 MEMORANDUM ❑ATE: August 16, 2022 (department name) TO: Ruth Cain, Purchasing Manger FROM: Elisa C. Cox, Assistant City Manger SUBJECT: SINGLE SOURCE JUSTIFICATION FOR PALMER CONSULTING SERVICES FOR STRATEGIC PROJECT MANAGEMENT SERVICES This memo supports the Single Source justification for Palmer Consulting Services as the consultant for Strategic Management Services for the Cucamonga Station/Hart ❑istrict Partnership and Economic ❑evelopment Marketing Services. The Principal for Parmmer Consulting, Francie Palmer, was the designated Senior Advisor on the Marketing Outreach and Engagement Services for The Cucamonga Station and Hart District proposal process for the City. Francie's management over the initial phase of this project along with her institutional knowledge and years of professional experience makes her the hest candidate for Consulting Services for Strategic Project Management Services. Please accept this as a request to proceed with a single source services with Palmer Consulting Services. 217 of 725 Page 1 of 1 CITY OF RANCHO CUCAMONGA SINGLE/SOLE SOURCE JUSTIFICATION FOR PURCHASES $5,000 AND ABOVE The below information is provided in support of my Department requesting approval for a single/sole source. Outside of a duly declared emergency, the time to develop a statement of work or specifications is not in itself justification for single or sole source. Vendor: Palmer Consulting Date: Aug 16, 2022 Commodity/Service:Consulting Services for Strategic Project Management Estimated expenditure: V 5�IS- ,CCO •00 Your Name: Elisa Cox Extent of market search conducted: Francie Palmer's institutional knowledge and years of professional experience with the ongoing City projects makes her the best candidate for consulting services. Price Reasonableness: Reasonable Does moving forward on this product/service further obligate the City to future similar contract actual arrangements? Parties to this Agreement shall have the option to renew in one (1) year increments to a total of three (3) years, unless sooner terminated as provided in Section 14 of the Professional Services Agreement. DEFINITIONS: SINGLE SOURCE — a transaction with a business entity that is chosen, without competition, from among two or more business entities capable of supplying or providing the goods or services that meet the specified need. SOLE SOURCE - A transaction with the only business entity capable of supplying or providing the goods or services that meet the specified need. Initial all entries below that apply to the proposed purchase (more than one entry will apply to most single/sole source products/services requested). If needed, attach a memorandum containing complete justification and support documentation as directed in initial entry. THIS IS A SINGLE SOURCE FV THIS IS A SOLE SOURCE PURCHASE (check one). 1. SINGLE/SOLE SOURCE REQUEST IS FOR THE ORIGINAL MANUFACTURER, THERE ARE NO REGIONAL ❑ISTRIBUTORS. (item no. 3 also must also be completed). 2. THE PARTS/EQUIPMENT ARE NOT INTERCHANGEABLE WITH SIMILAR PARTS OF ANOTHER MANUFACTURER. (Explain in separate memorandum). 218 of 725 I3:ITempFiles\Tempora1ry Internet Files\OLK21C15ole Source Justification Form(3).doc Single/Sole Source Justification Form Page 2 3. THIS IS THE ONLY KNOWN ITEM OR SERVICE THAT WILL MEET THE SPECIALIZED NEEDS OF THIS DEPARTMENT OR PERFORM THE INTENDED FUNCTION. (Attach memorandum with details of specialized function or application). 4. UNIQUE FEATURES OF THE SUPPLY/SERVICE BEING REQUESTED. THERE IS NO ALTERNATIVE SUPPLIER. (Attach memorandum with reasons why these unique features are and what benefit the City will accrue.) 5. THE PARTS/EQUIPMENT ARE REQUIRED FROM THIS SOURCE TO PERMIT STANDARDIZATION (Attach memorandum describing basis for standardization request). 6. NONE OF THE ABOVE APPLY. A DETAILED EXPLANATION AND JUSTIFICATION FOR THIS SiNGLEISOLE SOURCE REQUEST IS CONTAINED IN ATTACHED MEMORANDUM. The undersigned requests that competitive procurement be waived and that the vendor identified as the supplier of the service or material described in this single/sole source justification be authorized as a single/sole source for the service or material. Department Head: Department: City Manager's Office + • + • • • • • • Purchasing Department • • • • • • • • • • APPROVED APPROVED WITH CONDITIONIS DISAPPROVE Comments: $5,000 - $50,000 APPROVED BY PURCHASING MANAGER: Date: $50,000 — 100,000 APPROVED BY CITY MANAGER: $100,000 AND OVER See comments above by Purchasing Division, attach to Council Request CITY COUNCIL ACTION: Date: WTempFiles\Temporary Intemet Files\0LK2IClSole Source Justification Form(3).doc 219 of 74PI8/07 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Wess Garcia, Acting Library Director SUBJECT: Consideration of Amendment No. 1 to the Professional Services Agreement with Brodart Co. (Contract No. 2019-168) for Materials Acquisitions Services in an Amount Not to Exceed $450,000. (CITY) RECOMMENDATION: Staff recommends the City Council authorize Amendment No. 1 to the Professional Services Agreement with Brodart Co. (Contract No. 2019-168) for materials acquisitions services in an amount not to exceed $450,000. BACKGROUND: After undergoing a single source procurement process, the City entered into a contract on July 1, 2019, with Brodart Co. to provide full-service materials acquisitions services, including providing books, cataloging, processing, selection ordering lists, curating of specialty collections and more, for the Rancho Cucamonga Public Library. Brodart currently provides these services to the Rancho Cucamonga Public Library, and the Library orders thousands of titles each year for the Archibald Library, Paul A. Biane Library, 24/7 Library kiosk and Second Story and Beyond°collections. ANALYSIS: As a result of inflationary trends since the original 2019 contract executed with Brodart, the cost for books overall has increased. As a result, the cost of materials procured through Brodart has risen, and the cost for processing and cataloging materials is higher in proportion to the materials costs. The costs for cataloging and processing, reinforcement and collection development services are reflected in a revised pricing sheet attached as Exhibit A. The Library has subsequently made increases to its annual materials budget with this vendor to meet these increases. This amendment adjusts the contract's original "not to exceed" compensation limit to allow the Library to spend its full Brodart materials acquisition budget. Contract No. 2019-168 is on file with the City Clerk's Office. FISCAL IMPACT: The cost of the Amendment totals $50,000 for a total contract amount not to exceed $450,000. Materials acquisition services are to be fully funded through Library Funds: 1290601-5200 and 220 of 725 1290601-5300. Funding to cover costs has been included in the Fiscal Year 2023/2024 annual budget. Breakdown Amount Not to Exceed Current Contract $400,000 Amendment No. 1 $50,000 Grand Total $450,000 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: Providing superior library services enhances the overall quality of life for residents in Rancho Cucamonga and supports the City Council Core Value of equitable prosperity for all. ATTACHMENTS: Attachment 1 - Amendment No. 1 Attachment 2 — Pricing Sheet Page 2 221 of 725 AMENDMENT NO. 1 to Professional Services Agreement(CO#2019-168) between Brodart Co. (hereinafter"Consultant") and City of Rancho Cucamonga(hereinafter the"City") This Amendment No. 1 will serve to amend the Professional Services Agreement (hereinafter "Agreement"), CO#2019-168,to incorporate the following: Compensation. City shall compensate Contractor as set forth in revised Amendment 1. Total and complete amount payable to Contractor is not to exceed $450,000. All other Terms and Conditions of the original Agreement CO#2019-168,will remain in full effect. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment by way of signature by both parties and on the date indicated below. Please return two (2) original signed copies to the City no later than August 15, 2023. The City will process both copies for signature and provide Consultant with one (1) fully executed copy of the Amendment. Brodart Co. City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: By: Name Date Name Date Title Title (two signatures required if corporation) ATTACHMENT #1 Last Revised: 1112712018 Page l of 1 222 of 725 • Pricing for Rancho Cucamonga Public Library Discounts Items will be supplied to the Rancho Cucamonga Public Library at publisher's list prices less the following discounts: Trade Hardcover Editions 48.0%* Non-Trade Hardcover& Paperback Editions 10.0%* Publisher's Library Editions 23.0% BrodartBound 23.0% Single Reinforced Editions (School & Library) 41.0% Trade & Mass Market Paperbacks 41.0%* * Hardcover and paperback titles on which Brodart receives minimal or no discount and/or the publisher requires prepayment may be discounted at the non-trade discount or invoiced at publisher's list price. Cataloging and Processing Compleat options: Z39.50 Access methodology $4.23/item *Price change effective 711123 Physical Processing for Books Brodart will complete the physical processing for books as specified by the library. Pricing offered is a bundled price and includes the following: • Barcode • Spine label • Taped Mylar jacket or label protectors when not covered by jacket • Branch labels or system stamps • Genre label —up to 3 on the spine • Bibliotheca RFID tag encoded with barcode (Customer supplied) Reinforcement Services • BrodartGuard $2.00 • BrodartConvert $4.25 Collection Development Services Collection Builder(Customized Selection Lists) Collection Builder Custom Selection Lists No Charge FASTips (Standing Orders) FASTips Profiles No Charge TIPS Profiles (Profiled Selection Lists) Silver TIPS No Charge Diamond TIPS Up to 12 lists, $2,400/yr. Online TIPS lists Lists posted to your Bibz account No Charge Online Tool Bibz is Brodart's online collection development and ordering tool. Unlimited Users No Charge Shipping Shipments made via UPS to the branch libraries No Charge ATTACHMENT #2 223 of 725 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities SUBJECT: Consideration of a Power Purchase Agreement with VS HW NAPA A, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 13160 Napa Street, Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement, Operating Memorandum and Any Related Documents. (CITY) RECOMMENDATION: Staff recommends the City Council consider a Power Purchase Agreement with VS HW NAPA A, LLC to purchase the renewable energy and capacity from the proposed Solar Photovoltaic Project, located at 13160 Napa Street, Rancho Cucamonga, California for a total of 3 megawatts and authorizing the City Manager or his designee to sign the Power Purchase Agreement, Operating Memorandum and any related documents. BACKGROUND: On January 5, 2022, the City Council approved Ordinance No. 993, approving Development Agreement DRC2021-00175 between the City of Rancho Cucamonga and Speedway Commerce Center Development, LLC (Developer). As part of the Development Agreement, under Section 11-G, the Developer shall be responsible for installing a solar collector system that covers a percentage of the development project's total roof area, with such percentage based on the formula outlined in Rancho Cucamonga Municipal Code Section 17.76.020(B), as amended by Ordinance No. 982, which requires in part that the renewable energy system be built to generate an amount of electricity sufficient to meet the following criteria: (a.) annualized building demand based on the approved use; and (b.) annualized demand required to charge fully electric vehicles and trucks, assuming that all vehicles and trucks to the site are fully electric; and (c.) a reasonable rate of efficiency loss over 10 years. The final percentage of required roof area coverage shall be confirmed by the City Engineer. The Rancho Cucamonga Municipal Utility(RCMU)and Developer agree to negotiate and execute a Power Purchase Agreement (PPA) within six (6) months of the effective date, provided that no Certificate of Occupancy shall be issued for the project until the PPA is executed. The onsite renewable energy system shall be metered separately from the metered power usage demand of the project's two buildings. The PPA will commit the City to purchase all electricity produced by the project at market rate for at least 25 years, which market rate shall be specified in the executed PPA. RCMU, as a publicly owned electric utility is mandated to own and/or procure eligible renewable energy for compliance with the state's Renewable Portfolio Standard (RPS), where 60 percent of 224 of 725 its energy portfolio must be procured from eligible renewable energy resources by 2030 and 100 percent of its electricity would need to come from eligible renewable resources by 2045. ANALYSIS: In March 2022, RCMU began having preliminary discussions with the Developer and their solar contractor, Valta Energy, LLC (Valta) to discuss logistics of their project, estimated annualized building demand load with the goal of finalizing and executing a PPA. Negotiations between RCMU, Valta and the Developer continued for more than a year and has concluded with a PPA with the following terms, conditions and pricing: The proposed PPA will be a Solar Photovoltaic (PV) project (Napa Solar Project) that will be a 3- Megawatt (MW) rooftop generating facility located at 13160 Napa Street in the City of Rancho Cucamonga with a contract term for 25 years. The contract price for energy from the project is $82 per Megawatt hour (MWh), fixed over the life of the contract. The expected commercial operation date of the Solar Project is December 1, 2024. Some of the benefits associated with the Napa Solar Project include: Renewable Resource/Proximity to Load: • The project is located in Rancho Cucamonga and in RCMU's service area. It will interconnect directly to the RCMU's distribution circuit and will qualify for the California Energy Commission's (CEC's) Portfolio Content Category 1 under the state's RPS requirements. • The renewable generation at the local level removes transmission loss typically experienced in larger out of proximity solar projects, allowing RCMU to capture and use more of the generation. • The Solar PV generation locally will help offset the forecasted increase in electrical use in the building, which will help meet the City's greenhouse gas emission reduction targets. • It provides a renewable source dedicated to RCMU, which increases the Utility's resiliency and ability to meet State mandates for renewable energy. Portfolio Fit: • The project size is a good match for RCMU's renewable energy requirements and will fit nicely into RCMU's renewable portfolio, adding an additional 10%-11% of RCMU's annual renewable energy requirements in 2025. • Solar PV typically produces energy during the hours when RCMU's peak loads are occurring, so production aligns well with RCMU's load demand. Viability: • The solar project developer, Valta is very experienced and credible, with several utility- scale solar projects already completed and operating. • Solar PV is a proven renewable technology, with minimal development risk and numerous utility scale projects operating worldwide for many years. Cost: • The contract price is $82 per MWh fixed each year of the 25-year contract term after the commercial operation date. Though the contract price of$82 per MWh is higher than other larger utility scale (20 MW or higher) Solar PV projects outside of RCMU's service area (which ranged from $40-$50 per MWh), RCMU cannot take on the additional power of these larger scale projects without additional utility partners, so the sizing and price of the Napa Solar project is appropriate for what RCMU needs at this time. Page 2 225 of 725 RCMU will pay only for the energy that is delivered at the fixed price and no inflator is included in this contract. Since this is a PPA, RCMU will not have ownership in the project and will not incur any capital expenditures. Some of the risks associated with the Napa Solar Project include: • The energy output can be variable due to the intermittency of Solar PV, cloud cover and other weather conditions. • Like all other long-term commitments, the proposed agreement carries financial and compliance risks. The risks are primarily related to the possibility that: (1.) future alternative renewable resources may have a lower price and/or(2.)the Napa Solar Project does not produce the output as expected. • The Napa Solar Project term is for 25 years. The City Council adopted an Energy Risk Management Policy on April 18, 2012, indicating a maximum term of any supply resource transaction (purchase or sale)should be 10 years, unless specifically approved by the City Council. The longer term will meet RCMU's long-term portfolio planning objectives, but provides some risk due to a longer term fixed rate for RCMU's renewable energy needs. The Napa Solar Project agreement is for energy, capacity and all environmental attributes. The annual contract quantity for RCMU is estimated to be approximately 5,810 MWh of energy in the project's first year of operation. This contract is expected to provide an additional 10%-11% of RCMU's annual renewable energy requirements in 2025, allowing RCMU to continue to meet or exceed the state's RPS requirement of 50% renewables by the end of 2027. City staff, RCMU's outside legal counsel, and the City Attorney have all reviewed and approved the attached PPA between the City and VS HW NAPA A, LLC and indicated no objections to the proposed agreement. RCMU shall strive to procure adequate and eligible supplies of renewable energy resources to meet the procurement targets and portfolio content categories as set forth in the City's RPS Procurement Plan (Plan). Consistent with the Plan, approval of the Napa Solar Project will help RCMU achieve regulatory compliance as well as meet RPS goals in a cost-effective manner. RCMU will continue to look at different business models and renewable PPA rate structures for future solar PV projects in order to maintain equity for all customers. FISCAL IMPACT: The approval of the Napa Solar Project's Power Purchase Agreement with VS HW NAPA A, LLC would result in RCMU paying $82/MWh in solar renewable energy. With a 25 year levelized MWh, this would be approximately $435,000/year COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: The approval of the Power Purchase Agreement will enhance the City's position as the premier community in our region by expanding the use of renewable energy resources within RCMU's service area. ATTACHMENTS: Attachment 1 - Power Purchase Agreement Attachment 2 - Operating Memorandum Page 3 226 of 725 ATTACHMENT 1 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT between CITY OF RANCHO CUCAMONGA and VS HW NAPA A, LLC City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page of 67 Sept q6fLp2§ INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT TABLE OF CONTENT 1. DOCUMENTS INCLUDED.............................................................................. 3 2. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE ................. 3 3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT................................................... 6 4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS ..........................................................................................10 5. REPRESENTATION AND WARRANTIES; COVENANTS.............................12 6. GENERAL CONDITIONS ..............................................................................15 7. INDEMNITY...................................................................................................19 8. LIMITATION OF DAMAGES ........................................................................20 9. INSURANCE...................................................................................................20 10. NOTICES........................................................................................................23 11. FORCE MAJEURE.........................................................................................23 12. EVENTS OF DEFAULT AND TERMINATION ..............................................24 13. GOVERNMENTAL CHARGES......................................................................27 14. RELEASE OF INFORMATION AND RECORDING CONVERSATION.........28 15. ASSIGNMENT................................................................................................28 16. GOVERNING LAW........................................................................................29 17. DISPUTE RESOLUTION................................................................................29 18. MISCELLANEOUS.........................................................................................30 APPENDIX A-DEFINITIONS.................................................................................................33 APPENDIX B-COMMERCIAL OPERATION DATE CONFIRMATION LETTER.................43 APPENDIX C-FORECASTING REQUIREMENTS.................................................................44 APPENDIX D-DESCRIPTION OF THE FACILITY................................................................45 APPENDIX E-INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS...........................................................................53 APPENDIX F-CONTRACT QUANTITY SCHEDULE ............................................................55 APPENDIX G-NOTICES LIST ...............................................................................................57 APPENDIX H-FORM OF LETTER OF CREDIT....................................................................60 APPENDIX I -FORM OF CONSENT TO ASSIGNMENT City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 2 of 67 Septevftb2g2§ INDUSTRIAL ZONING DISTRICT E: RENEWABLE POWER PURCHASE AGREEMENT The City of Rancho Cucamonga, acting by and through the Rancho Cucamonga Municipal Utility, a municipal corporation organized and existing under the laws of the State of California("Buyer" or"RCMU"), and VS HW Napa A, LLC ("Seller"), a Delaware limited liability company, hereby enter into this Power Purchase Agreement("Agreement") made and effective as of the Execution Date. Seller and Buyer are sometimes referred to in this Agreement jointly as "Parties" or individually as "Party." In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows: 1. DOCUMENTS INCLUDED This Agreement includes the following appendices, which are specifically incorporated herein and made a part of this Agreement: Appendix A Definitions Appendix B Commercial Operation Date Confirmation Letter Appendix C Forecasting Requirements Appendix D Description of the Facility Appendix E Seller's Milestone Schedule Appendix F Contract Quantity Schedule Appendix G Notices List Appendix H Form of Letter of Credit Appendix I Form of Consent to Assignment This Agreement specifically incorporates herein by reference as if appended hereto the following documents (collectively referred to herein as the"Referenced Documents"): To the extent any provisions of the Interconnection Agreement or Referenced Documents conflict with any other provisions of this Agreement, the other provisions of this Agreement shall control. 2. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE This Agreement governs Buyer's purchase of the Product from the electrical generating facility (hereinafter referred to as the "Facility" or"Project") as described in this Section. 2.1. Facility Location. The Facility is physically located at: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page3 of 67 September 2023 229 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT that certain portion of the rooftop of the Building (the "Building") at 13160 Napa Street Rancho Cucamonga, California, 91730, but excluding any other portion of the Building, in each case as more particularly depicted on Appendix D. 2.2. Facility Name. The Facility is named VS HW Napa A, LLC. 2.2.1. The Facility's renewable resource is solar photovoltaic energy. 2.3. Interconnection Point. The Facility is connected to the Rancho Cucamonga Municipal Utility (RCMU's) electric system at 480V distribution circuit at a service voltage of 12 kV. 2.4. Delivery Point. The Delivery Point for Energy is the Interconnection Point. 2.5. Facility Description. A description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with the Transmission/Distribution Owner's electric distribution system, is attached and incorporated herein as Appendix D. 2.6. Commercial Operation. 2.6.1. The Facility's expected Commercial Operation Date is December 1, 2024. In no event shall issuance of the Certificate of Occupancy for the Building be dependent on, or delayed due to, the timing of Commercial Operation. 2.6.2. Seller shall achieve Commercial Operation no later than the expected Commercial Operation Date specified in Section 2.6.1, which expected Commercial Operation Date may be extended for only the following reasons: 2.6.2.1. The Commercial Operation Date may be extended for up to twelve(12)months. Seller must submit a request for extension of the Commercial Operation Date to RCMU in writing, describing in reasonable detail the cause of the delay, at least thirty(30) days prior to the expected Commercial Operation Date. Any decision to grant such extension will be made at the discretion of RCMU, which shall not be unreasonably withheld,conditioned or delayed. 2.6.2.2. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents, payment of all applicable fees, and completion of all electric system upgrades needed, if any) to have the Project physically interconnected to the Transmission/Distribution Owner's distribution system, but fails to secure any necessary commitments from the Transmission/Distribution Owner for such interconnection City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page4 of 67 September 2023 230 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT and upgrades due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended for the number of days necessary to physically interconnect the Facility; provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than twelve (12) months; or 2.6.2.3. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents and payment of all applicable fees, if any)to obtain permits necessary to construct and operate the facility and has taken all commercially reasonable actions to satisfy the conditions of Section 2.6.5.1, 2.6.5.2, 2.6.5.6 and 2.6.5.9, but fails to secure any such permits or satisfy the conditions of Sections 2.6.5.1, 2.6.5.2, 2.6.5.6 and 2.6.5.9 due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended for the number of days necessary to secure such permits; provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than twelve (12) months; or 2.6.2.4. In the event of Force Majeure, the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day-to-day basis for a cumulative period of not more than twenty-four(24) months,provided that Seller complies with Section 10; or 2.6.2.5. In the event of a breach by Buyer of its obligations hereunder that prevents Seller from achieving the expected Commercial Operation Date or if Buyer has otherwise has not made all necessary arrangements to receive the Product at the Delivery Point, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day-to-day basis, provided that Seller complies with Section 10. 2.6.3. Seller shall provide Notice to Buyer that Seller intends to achieve Commercial Operation at least thirty (30) days prior to the anticipated Commercial Operation Date. 2.6.4. If Seller is unable to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, then Seller shall have the option to either(i) terminate the Agreement, in which case Buyer may retain the full Reservation Deposit, or(ii)pay to Buyer daily delay damages in the amount of twenty cents ($0.20) for each kilowatt of Contract Capacity for each day beyond the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, that Seller requires to achieve Commercial Operation. For the avoidance of doubt, if the expected City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pages of 67 September 2023 231 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Commercial Operation Date specified in Section 2.6.1 is extended pursuant to Section 2.6.2, then no daily delay damages shall be owed to Buyer for the period of such extension. For the avoidance of doubt, the Parties acknowledge and agree that the issuance of the Building's Certificate of Occupancy shall not be affected, conditioned, or delayed in any way by Seller's failure to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1 (as the same may be extended pursuant to Section 2.6.2). 2.6.5. Commercial Operation shall occur only when all of the following conditions have been satisfied: 2.6.5.1. the Facility's status as an Eligible Renewable Energy Resource is demonstrated by Seller's receipt of pre-certification from the CEC; 2.6.5.2. the Parties have executed and exchanged the "Commercial Operation Date Confirmation Letter" attached as Appendix B, which shall not be unreasonably withheld, conditioned or delayed; 2.6.5.3. Seller and Buyer have executed the Self Generation Facility Interconnection Agreement relating to the Facility and Seller is in compliance with the terms set forth therein; 2.6.5.4. Seller has furnished to Buyer all insurance documents required under Section 9; 2.6.5.5. Seller has provided at least thirty (30) days' Notice prior to the Commercial Operation Date as required under Section 2.6.3; 2.6.5.6. Seller has obtained all permits necessary to operate the Facility and is in compliance with all Laws applicable to the operation of the Facility; 2.6.5.7. Seller has successfully installed and tested the Facility at its full Contract Capacity, and the Facility is capable of reliably generating at its full Contract Capacity; and 2.6.5.8. Seller has satisfied the Collateral Requirement set forth in Section 3.9. 3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING 3.1. Contract Capacity. The Contract Capacity is as follows: 3,000 M, alternating current(AC) 3.2. Contract Quantity. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page6 of 67 September 2023 232 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 3.2.1. The "Contract Quantity" during each Contract Year is the amount set forth in the applicable Contract Year in the"Delivery Term Contract Quantity Schedule," set forth in Appendix F, which amount is net of Station Use. Seller shall have the option to update the Delivery Term Contract Quantity Schedule one (1) time prior to Commercial Operation Date by an amount not to exceed a five percent(5%) increase or decrease from the Contract Quantity specified as of the Execution Date. 3.2.2. At least ninety(90) days prior to the Commercial Operation Date, Seller shall provide Notice to Buyer that includes the following information(i) the new Contract Capacity, if any, consistent with Section 3.1; and(ii)the date upon which the changed Contract Capacity will be available to Buyer. 3.2.3. Within thirty(30) days of receiving Notice from Seller pursuant to Section 3.2.2., the City Manager shall cause the Contract Quantity values specified in Appendix F to be adjusted pro rata to the change in Contract Capacity as set forth in Section 3.2.1 for the applicable Contract Years and such modification shall be considered an element of the administration of this Agreement and shall not require the consent of the Parties hereto. Upon such modification, the City Manager shall promptly provide a copy of such revised Appendix F to Seller. 3.3. Transaction. During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or associated with the Facility that is delivered to the Delivery Point. In no event shall Seller have the right to procure the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. Notwithstanding the foregoing, this Agreement shall not limit the development, construction, ownership, or operation of any other electrical generating facility or project at the Building or Hillwood Speedway Commerce Development (any such facility or project, an "Other Project"), and any Other Project shall not constitute the Facility for the purposes of(and shall not be bound by)this Agreement. Further, this Agreement shall not limit or otherwise apply to Hillwood Speedway Commerce Development's ability to procure electricity to power the Building. 3.4. Term of Agreement; Survival of Rights and Obligations. 3.4.1. The term of this Agreement shall commence upon the Execution Date and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 2.6.4, 11.4 or Article 12 of this Agreement (the"Term"). 3.4.2. Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller's or Buyer's City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pagel of 67 September 2023 233 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. 3.5. Delivery Term. Seller shall deliver the Product(from any and all generation technologies) from the Facility to Buyer for a period of twenty-five (25) Contract Years. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. 3.6. Contract Price. 3.6.1. Throughout the Delivery Term, and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be eighty-two dollars ($82.00)per MWh of Delivered Energy. 3.6.2. In any Contract Year, if the amount of Delivered Energy exceeds one hundred twenty percent(120%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred twenty percent (120%) shall be adjusted to be seventy-five percent(75%) of the applicable Contract Price. 3.6.3. Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of. (a)Notice from Buyer that Buyer has been instructed by the CAISO or Southern California Edison Company or any other jurisdictional entity that Buyer is required to curtail Energy deliveries; or(b)Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency, including an instruction from Buyer; or(c)Notice of a Curtailment Order issued by Buyer, other than an instruction provided pursuant to subsection(b); provided, however, Buyer shall be obligated to pay Seller for any Product Seller would have been able to deliver but for the fact of a curtailment pursuant to subsection(c) and also in the event of a curtailment order or curtailment instruction due to oversupply of electricity on the grid or due to the availability of lower cost energy. Buyer shall have no obligation to pay Seller for any Product delivered in violation of this Section 3.6.3. Seller shall assume all liability and reimburse Buyer for any and all costs and charges incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3. Buyer shall have no obligation to pay Seller for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to subsection(b) of the first sentence of this Section 3.6.3. 3.6.4. Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order; provided, however, Buyer shall issue a Curtailment Order for any Buyer-directed curtailment of the production of the Facility. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page8 of 67 September 2023 234 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Buyer shall pay Seller the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order ("Paid Curtailed Product") as calculated pursuant to Section 3.6.5. 3.6.5. No later than fifteen(15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product the Facility would have been able to deliver under Sections 3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability, weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order. Upon Buyer's request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller's calculation. 3.7. Billing. 3.7.1. The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point, regardless of circumstance, except as set forth in Section 3.6.4. Buyer will not be obligated to pay Seller for any Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. 3.7.2. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or Check Meter, as applicable,plus any Paid Curtailed Product, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. 3.7.3. On or before the last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and issue an invoice showing the calculation of the payment. Seller shall also provide to Buyer: (a) records of metered data sufficient to document and verify the generation of Delivered Energy by the Facility during the preceding month; and(b) an invoice, in the format specified by Buyer. 3.7.4. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved,but City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page9 of 67 September 2023 235 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT the applicable Party shall promptly pay all undisputed amounts. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution as provided in Article 17. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within thirty(30) days of such resolution. 3.7.5. All interest paid or payable under this Agreement shall be computed as simple interest using the Interest Rate and, unless specified otherwise in this Agreement, shall be paid concurrently with the payment or refund of the underlying amount on which such interest is payable. 3.8. Title and Risk of Loss. Title to and risk of loss related to the Product from the Facility shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Product from the Facility free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any person. 3.9. Collateral Requirement. On or before the Commercial Operation Date, Seller shall post and thereafter maintain a collateral requirement equal to sixty dollars ($60.00) for each kilowatt of Contract Capacity in the form of a cash deposit to RCMU, a performance bond, or a Letter of Credit, to be determined at Seller's sole discretion(the "Collateral Requirement"). The Collateral Requirement shall be posted to Buyer and maintained at all times during the Delivery Term. Buyer shall be entitled to draw upon the Collateral Requirement for any damages arising upon Buyer's declaration of an Early Termination Date as set forth in Section 12.3. In the event that Buyer draws on the Collateral Requirement, Seller shall promptly replenish such Collateral Requirement to the amount specified in this Section 3.9. Buyer shall return the unused portion of the Collateral Requirement to Seller promptly at the end of the Delivery Term, once all payment obligations of the Seller under this Agreement have been satisfied. Buyer shall pay simple interest on cash held to satisfy the Collateral Requirements at the rate and in the manner set forth in Section 3.7.5. 4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS 4.1. Green Attributes. Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project. 4.2. Conveyance of Product. Throughout the Delivery Term, Seller shall provide and convey the Product to Buyer in accordance with the terms of this City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 10 of 67 September 2023 236 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Agreement, and Buyer shall have the exclusive right to the Product. Subject to Section 4.6, Seller shall, at its own cost, take all actions and execute all documents or instruments that are reasonable and necessary to effectuate the use of the Green Attributes, Resource Adequacy Benefits, if any, and Capacity Attributes, if any, for Buyer's benefit throughout the Delivery Term. 4.3. WREGIS. Seller shall cause and allow Buyer, or Buyer's agent, to be the "Qualified Reporting Entity" and"Account Holder" (as such terms are defined by WREGIS) for the Facility within thirty (30) days after the Commercial Operation Date. In the event that Buyer is not the Qualified Reporting Entity, Seller shall, at its sole expense, take all actions necessary and provide any documentation requested by Buyer in support of WREGIS account administration and compliance with the California Renewables Portfolio Standard. Subject to Section 4.6, Seller, at its sole expense, shall take all necessary steps and submit/file all necessary documentation to ensure that the Facility remains an Eligible Renewable Energy Resource throughout the Delivery Term as outlined in Section 4.5 and that all WREGIS Certificates associated with the Product accrue to Buyer and will satisfy the requirements of the California Renewables Portfolio Standard. 4.4. Resource Adequacy Benefits. 4.4.1. During the Delivery Term and subject to Section 4.6, Seller grants,pledges, assigns and otherwise commits to Buyer all of the Contract Capacity, including Capacity Attributes, if any, from the Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CAISO or other regional entity may prescribe ("Resource Adequacy Requirements"). 4.4.2. Seller shall cooperate in good faith with and comply with reasonable requests of Buyer to enable Buyer to maximize any Resource Adequacy Benefits attributable to the Facility or any credits that reduce the Resource Adequacy Requirements of the Buyer; provided, however, Seller shall bear no additional costs and shall have no obligation to make any physical modifications to the Facility or Project. 4.5. Eligible Renewable Energy Resource. Subject to Section 4.6, Seller shall take all actions necessary to achieve and maintain status as an Eligible Renewable Energy Resource ("ERR")throughout the Delivery Term. Within thirty(30) days after the Commercial Operation Date, Seller shall file an application or other appropriate request with the CEC for CEC Certification for the Facility. Seller shall expeditiously seek CEC Certification, including promptly responding to any requests for information from the requesting authority. 4.6. Compliance Expenditure Cap. If a change in Law occurring after the Effective Date has increased Seller's known or reasonably expected costs to comply with Seller's obligations under this Agreement with respect to obtaining, City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page l l of 67 September 2023 237 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT maintaining, conveying or effectuating Buyer's use of any Product, then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses ("Compliance Costs") Seller shall be required to pay during the Delivery Term to comply with all such obligations shall be capped at fifteen thousand dollars ($15,000)per MW of Contract Capacity ("Compliance Expenditure Cap"). Any actions required for Seller to comply with its obligations set forth in this Article 4, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the "Compliance Actions." Seller's internal administrative costs associated with obtaining, maintaining, conveying, or effectuating Buyer's use of the Product are excluded from the Compliance Expenditure Cap. If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, then Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer shall have sixty(60) days to evaluate such Notice (during which time Seller shall not be obligated to take any Compliance Actions) and shall, within such time, either(a) agree to reimburse Seller for all or some portion of the Compliance Costs (such Buyer-agreed costs, the"Accepted Compliance Costs") or(b) waive Seller's obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs and Buyer shall reimburse Seller for Seller's actual costs to effect the Compliance Actions within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller. 5. REPRESENTATION AND WARRANTIES; COVENANTS 5.1. Representations and Warranties. On the Execution Date, each Party represents and warrants to the other Party that: 5.1.1. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 5.1.2. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws; City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 12 of 67 September 2023 238 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 5.1.3. this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms; 5.1.4. it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; 5.1.5. there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and 5.1.6. the Contract Capacity is deemed sufficient to satisfy the requirements of Section 17.76.020 of Chapter 17.76 of(Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code throughout the Term. 5.2. General Covenants. Each Party covenants that throughout the Term of this Agreement: 5.2.1. it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 5.2.2. it shall maintain(or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and 5.2.3. it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law. 5.3. Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants specified in Sections 5.1 and 5.2, Seller makes the following additional representations, warranties and covenants to Buyer, as of the Commercial Operation Date: 5.3.1. Seller has met all applicable legal and regulatory requirements to sell wholesale electricity in California; 5.3.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i)the Project qualifies and is certified by the CEC as an ERR as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and(ii) the Project's output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 13 of 67 September 2023 239 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law, subject to Section 4.6; 5.3.3. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in the California Energy Commission's Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities adopted on December 22, 2020, and as may be modified by subsequent decision of the California Energy Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law, subject to Section 4.6; 5.3.4. Throughout the Delivery Term, Seller shall: (a) own and operate (or contract for the operation of) the Facility; (b) deliver the Product to Buyer free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any individual or entity; and(c) hold the rights to all of the Product; 5.3.5. Seller is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Buyer in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement; 5.3.6. Throughout the Delivery Term, except during a Buyer Event of Default: (a) Seller shall not convey, transfer, allocate, designate, award, report or otherwise provide any or all of the Product, or any portion thereof, or any benefits derived therefrom, to any party other than Buyer; and(b) Seller shall not start-up or operate the Facility per instruction of or for the benefit of any third party, except as required by other Laws; 5.3.7. The construction of the Facility shall comply with all applicable Laws, including applicable state and local laws,building standards, and interconnection requirements; 5.3.8. During the Delivery Term, no other person or entity, including any other generating facility, has any rights in connection with Seller's Interconnection Agreement or Seller's Interconnection Facilities and no other persons or entities shall have any such rights during the Term; City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 14 of 67 September 2023 240 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 5.3.9. During the Delivery Term, Seller shall not allow any other person or entity, including any other generating facility, to use Seller's Interconnection Facilities; and 5.3.10. All representations made by Seller in its Industrial Zoning District Renewable PPA Application, as may be amended, are true and correct. 6. GENERAL CONDITIONS 6.1. Interconnection Requirements. Seller shall be responsible for the cost of one (1)transformer for the Facility (the"Transformer"). Buyer shall procure and install the Transformer and Seller shall reimburse Buyer for the cost of the Transformer and said reimbursement shall be a condition precedent to the Facility achieving Commercial Operation. Other than the Transfomer, any and all other costs related to the interconnection of the Facility with the Transmission/Distribution Owner's electricity distribution system shall be paid in full by RCMU and shall comply with all contractual, metering, and applicable interconnection requirements, including those set forth in the RCMU Electric Service Rule - Generating Facility Interconnection, Transmission/Distribution Owner's applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, and all applicable Laws so as to be able to deliver Energy to the Delivery Point. Seller shall provide and maintain during the Delivery Term, at its cost, all data processing gateways or remote intelligence gateways, telemetering equipment and data acquisition services, and associated measuring and recording equipment necessary to meet all applicable WREGIS and RCMU requirements applicable to the Facility during the Delivery Term. 6.2. Metering Requirements. 6.2.1. All Energy from the Project must be delivered through a single revenue- quality meter and that meter must be dedicated exclusively to the Project. All Delivered Energy purchased under this Agreement must be measured by the Project's revenue-quality meter(s) to be eligible for payment under this Agreement. Seller shall bear all costs relating to all metering equipment installed to accommodate the Project. 6.2.2. Buyer may, at its sole cost, furnish and install one Check Meter at the interconnection associated with the Facility at a location provided by Seller that is compliant with Buyer's electric service requirements and accessible by the Buyer or Buyer's agent. The Check Meter may be interconnected with Buyer's communication network, or the communication network of Buyer's agent, to permit periodic, remote collection of revenue quality meter data. In the event that Buyer elects to install a Check Meter, Buyer may compare the Check Meter data to the Facility's revenue meter data. If the deviation between the Facility's revenue meter data and the Check Meter data for any comparison is greater than 0.3%, Buyer may provide Notice to City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 15 of 67 September 2023 241 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Seller of such deviation and the Parties shall mutually arrange for a meter check or recertification of the Check Meter or the Facility's revenue meter, as applicable. Each Party shall bear its own costs for any meter check or recertification. Testing procedures and standards for the Check Meter shall be the same as for a comparable Buyer-owned meter. Parties shall have the right to have representatives present during all such tests. The Check Meter, is intended to be used for Buyer's "Qualified Reporting Entity"to be used to report the Facility's green attribute resource. The Check Meter can also be used for back-up purposes in the event of a failure or other malfunction of the Facility's revenue meter, and Check Meter data shall only be used to validate the Facility's revenue meter data and, in the event of a failure or other malfunction of the Facility's revenue meter, in place of the Facility's revenue meter until such time that the Facility's revenue meter is recertified. 6.3. Meter Data. Seller hereby agrees to provide all meter data to Buyer in a XML file format, including any inspection, testing and calibration data and reports. Seller shall grant Buyer and Buyer's agent the right to retrieve the meter readings from Seller or Seller's meter reading agent. 6.4. Standard of Care. Seller shall: (a) maintain and operate the Facility and Interconnection Facilities in conformance with RCMU Generating Facility Interconnections, all applicable Laws, and Prudent Electrical Practices; and (b) obtain any governmental authorizations and permits required for the construction and operation of the Facility and Interconnection Facilities in compliance with all applicable RCMU rules and Prudent Electrical Practices. Seller shall reimburse Buyer for any and all losses, damages, claims, penalties, or liability Buyer incurs as a result of Seller's failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility throughout the Term of this Agreement. 6.5. Access Rights. 6.5.1. Operations Logs. Seller shall maintain a complete and accurate log of all material operations and maintenance information on a daily basis. Such log shall include,but not be limited to, information on power production, fuel consumption(if applicable), efficiency, availability, maintenance performed, outages, results of inspections, manufacturer recommended services, replacements, electrical characteristics of the generators, control settings or adjustments of equipment and protective devices. Seller shall provide this information electronically to Buyer within twenty(20) days of Buyer's request. 6.5.2. Access Rights. Buyer, its authorized agents, employees and inspectors may, on reasonable advance notice under the circumstances, visit the Project during normal business hours for purposes reasonably connected with this Agreement, subject to the limits of Seller's Site Control. Buyer, its authorized agents, employees and inspectors must(a) at all times adhere to City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 16 of 67 September 2023 242 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT all safety and security procedures as may be required by Seller; and(b) not interfere with the operation of the Project, the Building, or the Hillwood Speedway Commerce Development. Buyer shall make reasonable efforts to coordinate its emergency activities with the safety and security departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator's safety and security departments, if any exist. 6.6. Protection of Property. Seller shall be solely responsible for protecting its own facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the Transmission/Distribution Owner's facilities. Buyer shall not be liable for any such damages so caused. 6.7. Forecasting. Seller shall comply with the forecasting requirements in Appendix C. 6.8. Greenhouse Gas Emissions. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions attributable to the generation of Energy, including,but not limited to, reporting, registering, tracking, allocating for or accounting for such emissions. Promptly following Buyer's written request accompanied by supporting documentation that such actions or information have been required by a Governmental Authority, Seller agrees to take all commercially reasonable actions and execute or provide any and all documents, information, or instruments with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such Governmental Authority requirements, if any. 6.9. Reporting and Record Retention. 6.9.1. Seller shall use commercially reasonable efforts to meet the Milestone Schedule set forth in Appendix E and avoid or minimize any delays in meeting such schedule; provided, however Seller shall not incur penalties for failure to meet the target dates in the Milestone Schedule except as specified in Section 2.6.4. Seller shall provide Project development status reports in a format and a frequency, which shall not exceed one (1)report per month. The report shall describe Seller's progress relative to the development, construction, and startup of the Facility, as well as a Notice of any anticipated change to the Commercial Operation Date and whether Seller is on schedule to meet the Commercial Operation Date. 6.9.2. Seller shall within thirty(30) Business Days of receipt thereof provide to Buyer copies of any Interconnection Agreement and all other material reports, studies and analyses furnished by any Transmission/Distribution Owner, and any material correspondence with the Transmission/Distribution Owner related thereto, concerning the interconnection of the Facility to the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 17 of 67 September 2023 243 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Transmission/Distribution Owner's electric system or the transmission of Energy on the Transmission/Distribution Owners' electric system. 6.9.3. Seller shall provide to Buyer on the Commercial Operation Date, and within thirty (30) days after the completion of each Contract Year thereafter during the Delivery Term, a copy of any inspection and maintenance report regarding the Facility that was also provided to the Transmission/Distribution Owner during the previous Contract Year. 6.10. Tax Withholding Documentation. Upon Buyer's request if required by Buyer to comply with its tax reporting or withholding obligation, Seller shall promptly provide to Buyer Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalent), completed with Seller's information, and any other documentation necessary for Buyer to comply with its tax reporting or withholding obligations with respect to Seller. 6.11. Modifications to Facility. During the Delivery Term, Seller shall not materially modify or alter the Facility without the written consent of Buyer(which consent shall not be unreasonably withheld) in a way that would result in: (a) movement of the Site, (b) changes that may materially increase or decrease the expected output of the Facility other than as allowed under Section 3.2, (c) changes that may materially affect the generation profile of the Facility, (d) changes that may affect the ability to accurately measure the output of Product from the Facility and(e) changes that conflict with elections, information, or requirements specified elsewhere in this Agreement. Material modifications or alterations do not include maintenance, restoration, repairs, and repowering performed to maintain the Contract Capacity throughout the Delivery Term and in accordance with Prudent Electrical Practices. Seller shall provide to Buyer Notice not less than ninety (90) days before any proposed repowering, modification, or alteration occurs describing the repowering, modification, or alteration to Buyer's reasonable satisfaction. 6.12. No Additional Incentives. Seller agrees that during the Term of this Agreement it shall not seek additional compensation or other benefits pursuant to the Self-Generation Incentive Program, as defined in CPUC Decision 01-03- 073, the California Solar Initiative, as defined in CPUC Decision 06-01-024, Buyer's net energy metering tariff, or other similar California ratepayer subsidized program relating to energy production with respect to the Facility. 6.13. Site Control. Seller shall have Site Control as of the earlier of. (a)the Commercial Operation Date; or(b) any date before the Commercial Operation Date to the extent necessary for the Seller to perform its obligations under this Agreement and, in each case, Seller shall maintain Site Control throughout the Delivery Term. Seller shall promptly provide Buyer with Notice if there is any material adverse change in the status of Seller's Site Control. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 18 of 67 September 2023 244 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 7. INDEMNITY 7.1. Indemnification. 7.1.1. To the full extent permitted by law, Seller shall indemnify, defend and hold harmless Buyer, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, and/or caused in whole or in part by any negligent or wrongful act, error, or omission of Seller or by any individual or agency for which Seller is legally liable, including officers, agents, employees or subcontractors of Seller. 7.1.2. To the full extent permitted by law, Buyer shall defend, indemnify and hold harmless the Seller, its employees, officers, agents, and representatives from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether, actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs and expert witness fees) which arise out of, are a consequence of, or are in any way attributable to, or in connection with the negligent or wrongful act, error or omission of Buyer or by any individual or agency for which such Buyer is legally liable, including officers, agents, or employees of Buyer. 7.1.3. Nothing in this Section 7.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. No Party shall be indemnified for any damages resulting from its gross negligence, intentional acts, or willful misconduct or for the gross negligence or willful misconduct of its Affiliates, directors, officers, employees and agents. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. 7.2. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. Seller agrees to indemnify, defend, and hold harmless, Buyer for any costs incurred by Buyer if and to the extent that Seller's actions or inactions directly cause Buyer to become required, whether statutorily or otherwise, to bear the cost of any decommissioning or demolition of the Facility or any action reasonably necessary to abate, investigate, or remediate a violation of any environmental law by Seller. The indemnity requirements set forth in this Section 7 shall survive the termination of this Agreement. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 19 of 67 September 2023 245 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 8. LIMITATION OF DAMAGES EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 7 (INDEMNITY), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. 9. INSURANCE 9.1. Insurance Coverage. Seller shall, at its own expense, starting on the Execution Date and until the end of the Term, and for such additional periods as may be specified below, provide and maintain for the Facility in effect the following insurance policies and minimum limits of coverage as specified below, and such additional coverage as may be required by Law, with insurance companies authorized to do business in the state in which the services are to be performed, with an A.M. Best's Insurance Rating of not less than A-:VII. 9.1.1. Commercial General Liability Insurance. Commercial general liability insurance, written on an occurrence, not claims-made basis, covering all Facility operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage,personal and advertising injury, products/completed operations, contractual liability,premises-operations, owners and contractors protective, hazard, explosion, collapse and underground. Such insurance must bear a combined single limit per occurrence and annual aggregate of not less than five million dollars ($5,000,000.00), exclusive of defense costs, for all coverages. Such insurance must contain standard cross-liability and severability of interest provisions. The Seller shall name the Buyer, its officers, officials, employees, and volunteers as additional insureds on the completed operations policy. The completed operations policy shall be as broad as one of the following ISO forms CG 20 37, 2039, or CG 20 40. Completed operations coverage must be maintained for a period of not less than four(4)years after this Agreement terminates. If Seller elects, with Buyer's written concurrence, to use a"claims made" form of commercial City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page20 of 67 September 2023 246 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT general liability insurance, then the following additional requirements apply: (a)the retroactive date of the policy must be prior to the Execution Date; and (b) either the coverage must be maintained for a period of not less than four (4)years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four(4)years after this Agreement terminates. Governmental agencies which have an established record of self-insurance may provide the required coverage through self-insurance. 9.1.2. Workers' Compensation Insurance. Workers' compensation insurance with statutory limits, as required by the state having jurisdiction over Seller's employees, and employer's liability insurance with limits of not less than: (a)bodily injury by accident- one million dollars ($1,000,000.00) each accident; (b)bodily injury by disease - one million dollars ($1,000,000.00) policy limit; and(c) bodily injury by disease - one million dollars ($1,000,000.00) each employee. 9.1.3. Commercial Automobile Liability Insurance. Commercial automobile liability insurance covering bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance must cover liability arising out of Seller's use of all owned, non-owned and hired automobiles in the performance of the Agreement. 9.1.4. Umbrella/excess liability Insurance. Umbrella/excess liability insurance, written on an occurrence, not claims-made basis, providing coverage excess of the underlying employer's liability, commercial general liability, and commercial automobile liability insurance, on terms at least as broad as the underlying coverage, with limits of not less than four million dollars ($4,000,000.00)per occurrence and in the annual aggregate. 9.1.5. Pollution Liability Insurance. If the scope of work involves areas of known pollutants or contaminants, pollution liability coverage will be required to cover bodily injury,property damage, including clean-up costs and defense costs resulting from sudden, and accidental conditions, including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water shall be maintained. The limit will not be less than one million dollars ($1,000,000.00)per occurrence or claim, and $2,000,000 policy aggregate for bodily injury and property damage. The policy will endorse RCMU as additional insured. If the contractor maintains broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page21 of 67 September 2023 247 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 9.2. Additional Insurance Provisions. 9.2.1. On or before the later of(a) sixty (60) days after the Execution Date and(b) the date immediately preceding commencement of construction of the Facility, and again within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required above, written on forms and with deductibles reasonably acceptable to Buyer. Notwithstanding the foregoing sentence, Seller shall in no event furnish Buyer certificates of insurance evidencing required coverage later than the Commercial Operation Date. All deductibles, co-insurance and self-insured retentions applicable to the insurance above must be paid by Seller. All certificates of insurance must note that the insurers issuing coverage must endeavor to provide Buyer with at least thirty (30) days' prior written notice in the event of cancellation of coverage. Buyer's receipt of certificates that do not comply with the requirements stated in this Section 9.2.1, or Seller's failure to provide such certificates, do not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9 and do not constitute a waiver of any of the requirements of Section 9. 9.2.2. Insurance coverage described above in Section 9.1 shall provide for thirty (30) days written Notice to Buyer prior to cancellation, termination, alteration, or material change of such insurance. 9.2.3. Evidence of coverage described above in Section 9.1 shall state that coverage provided is primary and is not excess to or contributing with any insurance or self-insurance maintained by Buyer. 9.2.4. Buyer shall have the right to inspect or obtain a copy of the original policy(ies) of insurance. 9.2.5. All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance must be issued, clearly labeled with this Agreement's identification number and submitted in accordance with Section 10 and Appendix F. 9.2.6. The insurance requirements set forth in Section 9.1 shall apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. To the extent permitted by Law, Seller and its insurers shall be required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The commercial general liability insurance required in Section 9.1.1 and the umbrella/excess liability insurance required in Section 9.1.4 must name Buyer, its subsidiaries and City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page22 of 67 September 2023 248 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller's construction,use or ownership of the Facility. The Worker's Compensation policy shall be endorsed with a waiver of subrogation in favor of the Buyer for all work performed by the Seller, its employees, agents and subcontractors. 9.2.7. Seller shall remain liable for all acts, omissions or default of any subcontractor or subsupplier and shall indemnify, defend and hold harmless Buyer for any and all loss or damages, as well as all costs, charges and expenses which Buyer may suffer, incur, or bear as a result of any acts, omissions or default by or on behalf of any subcontractor or subsupplier. 9.2.8. [Reserved.] 10. NOTICES Notices (other than forecasts and scheduling requests) shall,unless otherwise specified herein, be in writing and be delivered by electronic messaging (e-mail), and also may be delivered by hand delivery, United States mail, overnight courier service, or facsimile. A notice sent by facsimile transmission or e-mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific prevailing time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received on the next Business Day after such Notice is sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. All Notices, requests, invoices, statements or payments for this Facility must reference this Agreements identification number. Notices shall be provided as indicated in Appendix G. 11. FORCE MAJEURE 11.1. No Default for Force Majeure. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement when and to the extent failure of performance is caused by Force Majeure. 11.2. Requirements Applicable to Claiming Party. If a Party,because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party(the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure: 11.2.1. The Claiming Party, on or before the fourteenth(14th) day after the Claiming Party becomes aware of the initial occurrence of the effect of the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page23 of 67 September 2023 249 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and 11.2.2. The Claiming Parry must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement. 11.3. Limitations. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Parry is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Parry prompt Notice to that effect. 11.4. Termination. Either Party may terminate this Agreement on at least thirty(30) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which (a) extends for more than 365 consecutive days, (b) extends for more than a total of 365 days in any consecutive 540-day period, or (c) is consistent with Section 2.6.2.3. 12. EVENTS OF DEFAULT AND TERMINATION 12.1. Termination. Unless terminated earlier pursuant to Section 11.4 or this Section 12, this Agreement automatically terminates immediately following the last day of the Delivery Term. 12.2. Events of Default. An "Event of Default"means, with respect to a Party, the occurrence of any of the following: 12.2.1. With respect to either Party: 12.2.1.1. A Party becomes Bankrupt; 12.2.1.2. Except for an obligation to make payment when due, if there is a failure of a Party to perform any material covenant or obligation set forth in this Agreement(except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party or such longer additional period, not to exceed an additional thirty (30) days, if the breaching Party is unable to remedy such default within the initial period despite exercising commercially reasonable efforts); City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page24 of 67 September 2023 250 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 12.2.1.3. A Party fails to make any payment due and owing under this Agreement, if such failure is not cured within ten(10) Business Days after Notice from the non-breaching Party to the breaching Party; or 12.2.1.4. Any representation or warranty made by a Party (a) is false or misleading in any material respect when made or(b)becomes false or misleading in any material respect during the Term, if such default is not remedied within thirty(30) days after Notice thereof from the non-breaching Party to the breaching Party or such longer additional period, not to exceed an additional sixty(60) days, if the breaching Party is unable to remedy such default within the initial period despite exercising commercially reasonable efforts). 12.2.2. With respect to Seller: 12.2.2.1. If during continuance of a Seller Event of Default, Seller fails to take all corrective actions specified in any Buyer Notice, within the time frame set forth in such Notice, that the Facility is out of compliance with any term of this Agreement; provided that if such corrective action falls under a specific termination right under Section 12.2.2, then the time frame, if any, set forth for such right shall apply; 12.2.2.2. The Facility has not achieved Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1 as may be extended pursuant to Section 2.6.2, and Seller has not elected to pay daily delay damages pursuant to Section 2.6.4; 12.2.2.3. Subject to Section 11, Seller delivers less than eighty percent (80%) of the applicable Contract Quantity from the Facility to Buyer for a period of two (2) consecutive Contract Years; provided, however, no Event of Default shall have occurred in the event Seller's delivery of less than eighty percent(80%) of the applicable Contract Quantity, as contemplated in this Section 12.2.2.3, is due to module failure or is covered by a manufacturer's warranty so long as Seller is diligently pursuing a warranty claim or other resolution to correct said module failure; 12.2.2.4. Seller fails to maintain its status as an ERR as set forth in Section 4.5 of the Agreement, if such failure is not cured within one hundred and twenty (120) days after Notice from Buyer to Seller; 12.2.2.5. Seller abandons the Facility, which occurs if Seller ceases all work at the Facility for a period of six (6) consecutive months without providing an explanation to Buyer; 12.2.2.6. [Reserved;]; City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page25 of 67 September 2023 251 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 12.2.2.7. Seller delivers or attempts to deliver to the Delivery Point for sale under this Agreement product that was not generated by the Facility; 12.2.2.8. [Reserved;] 12.2.2.9. An unauthorized assignment of the Agreement, as set forth in Section 15; 12.2.2.10. Seller fails to reimburse Buyer any amounts due under this Agreement, if such failure is not cured within thirty (30) Business Days after Notice from Buyer to Seller; or 12.2.2.11. Seller breaches the requirements in Section 6.12 regarding incentives if such failure is not cured within thirty (30) Business Days after Notice from Buyer to Seller; or 12.2.2.12. Seller fails to maintain the Collateral Requirement set forth in Section 3.9, if such failure is not cured within thirty (30) Business Days after Notice from Buyer to Seller. 12.3. Declaration of an Event of Default. If an Event of Default has occurred and not been cured within the time frames established in Section 12.2, the non- defaulting Party shall have the right to: (a) send Notice of Termination, designating a day, no earlier than five (5) days after such Notice of Termination and no later than twenty(20) days after such Notice of Termination, as an early termination date of this Agreement ("Early Termination Date"); (b) accelerate all amounts owing between the Parties; (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date; and(d) collect any Settlement Amount under Section 12.5; provided, however, if the defaulting party is the Seller and Buyer terminates the Agreement prior to the start of the Commercial Operation Date, Buyer shall have the right to retain the entire Reservation Deposit. Notwithstanding any other provision of this Agreement, Seller's aggregate liability under or arising out of a termination of this Agreement prior to the Commercial Operation Date shall be limited to an amount equal to the Reservation Deposit, which shall be Buyer's sole and exclusive remedy in the event of any such termination. 12.4. Suspension of Performance. If an Event of Default shall have occurred, the non-defaulting Party has the right to immediately suspend performance under this Agreement and pursue all remedies available at Law or in equity against the defaulting Party (including monetary damages), except to the extent that such remedies are limited by the terms of this Agreement. 12.5. Calculation of Settlement Amount. 12.5.1. If either Party exercises a termination right under Section 12.3, the non- defaulting Party shall calculate a settlement amount("Settlement Amount") City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page26 of 67 September 2023 252 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT equal to the amount of the non-defaulting Parry's aggregate Losses and Costs less any Gains, determined as of the Early Termination Date. 12.5.2. If the non-defaulting Party's aggregate Gains exceed its aggregate Losses and Costs, if any, determined as of the Early Termination Date, the Settlement Amount shall be Zero dollars ($0). 12.5.3. Buyer shall not have to enter into replacement transactions to establish a Settlement Amount. 12.5.4. Buyer shall have the right to draw upon the Collateral Requirement to collect any Settlement Amount owed to Buyer. 12.6. Certificate of Occupancy. The Certificate of Occupancy for the Building shall not be revoked or otherwise negatively affected due to the occurrence of an Event of Default by either Party or due to the Termination of this Agreement prior to the end of the Delivery Term. 12.7. Rights and Remedies Are Cumulative. The rights and remedies of the Parties pursuant to this Section 12 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement. 12.8. Duty to Mitigate. Buyer and Seller shall each have a duty to mitigate damages pursuant to this Agreement, and each shall use reasonable efforts to minimize any damages it may incur as a result of the other Party's non-performance of this Agreement, including with respect to termination of this Agreement. 13. GOVERNMENTAL CHARGES 13.1. Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority("Governmental Charges") on or with respect to the Product or the Transaction arising up to the Delivery Point, including, but not limited to, ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or the Transaction at and from the Delivery Point. In the event Seller is required by Law or regulation to remit or pay Governmental Charges which are Buyer's responsibility hereunder, Buyer shall reimburse Seller for such Governmental Charges within thirty (30) days of Notice by Seller. If Buyer is required by Law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Buyer may deduct such amounts from payments to Seller with respect to payments under the Agreement; if Buyer elects not to deduct such amounts from Seller's payments, Seller shall reimburse Buyer for such amounts within thirty (30) days of Notice from Buyer. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the Law. A Party that is exempt at any time and for any reason from one or more Governmental Charges bears the risk that City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page27 of 67 September 2023 253 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT such exemption shall be lost or the benefit of such exemption reduced; and thus, in the event a Party's exemption is lost or reduced, each Party's responsibility with respect to such Governmental Charge shall be in accordance with the first four sentences of this Section. 14. RELEASE OF INFORMATION AND RECORDING CONVERSATION 14.1. Release of Information. Each Party authorizes the other to release to the FERC, CEC, CAISO, CPUC, and/or other Governmental Authority, information regarding the Facility, including the Seller's name and location, and the size, location and operational characteristics of the Facility, the Term, the ERR type, photographs of the Project, the Commercial Operation Date, greenhouse gas emissions data, and the net power rating of the Facility, as requested from time to time pursuant to the CEC's, CPUC's or applicable Governmental Authority's rules and regulations. 14.2. Public Announcements. The Parties shall cooperate to make any public announcement regarding any aspect of this Agreement or the role of the Parties in regards to the development or operation of the Project. Any public announcement by Seller must comply with California Business and Professions Code § 17580.5 and with the Guides for the Use of Environmental Marketing Claims, published by the Federal Trade Commission, as it may be updated from time to time. 15. ASSIGNMENT 15.1. General Assignment. Except as provided in Sections 15.2 and 15.3, Seller may not assign this Agreement or its rights hereunder without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed so long as (a) the assignee assumes the Seller's payment and performance obligations under this Agreement, (b) the assignee agrees in writing to be bound by the terms and conditions hereof, and(c) Seller delivers evidence satisfactory to Buyer of the proposed assignee's technical and financial capability; provided, however, Seller may assign this Agreement or its rights hereunder to an Affiliate without consent from Buyer. 15.2. Assignment to Financing Providers. Seller may assign this Agreement as collateral for any financing or refinancing of the Project(including any tax equity or lease financing) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. The Parties agree that, the consent provided to Buyer in accordance with this Section 15.2 shall be in a form substantially similar to the Form of Financing Consent attached hereto as Appendix H; provided that(a) Buyer shall not be required to consent to any additional terms or conditions beyond those contained in Appendix I, including extension of any cure periods or additional remedies for financing providers, and(b) Seller shall be responsible at Buyer's request for Buyer's reasonable City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page28 of 67 September 2023 254 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT costs and attorneys' fees associated with the review, negotiation, execution and delivery of documents in connection with such assignment. 15.3. Notice of Change in Control. Except in connection with public market transactions of the equity interests or capital stock of Seller or Seller's Affiliates, Seller shall provide Buyer notice of any direct change of control of Seller(whether voluntary or by operation of Law). 15.4. Development Agreement Obligations. Buyer acknowledges that Seller has the express consent of the City of Rancho Cucamonga to perform, on behalf of Speedway Commerce Center Development, LLC, the obligations of the "Developer" (as that term is defined in the Development Agreement) set forth in Section I I(G) of the Development Agreement and, further, Speedway Commerce Center Development, LLC is no longer liable for the obligations set forth in Section I I(G) of the Development Agreement. For the avoidance of doubt, Seller is not responsible for any other rights and responsibilities of the Development Agreement other than those found in Section I I(G). Buyer, Seller and Speedway Commerce Center Development, LLC have entered into a separate Operating Memorandum, dated contemporaneously herewith, regarding the Development Agreement. 16. GOVERNING LAW This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced, and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. 17. DISPUTE RESOLUTION 17.1. Intent of the Parties. The sole procedure to resolve any claim arising out of or relating to this Agreement is the dispute resolution procedure set forth in this Section 17, except that either Party may seek an injunction in Superior Court in San Bernardino County, California if such action is necessary to prevent irreparable harm, in which case both Parties nonetheless will continue to pursue resolution of all other aspects of the dispute by means of this procedure. 17.2. Management Negotiations. 17.2.1. The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party's authorized representative, or such other person designated in writing as a representative of the Party(each a"Manager"). Either Manager may request a meeting, to be held in person or telephonically, to initiate negotiations to be held within ten (10) Business Days of the other Party's receipt of such request, at a mutually agreed time and place. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page29 of 67 September 2023 255 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 17.2.2. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed inadmissible as evidence such that it cannot be used or referred to in any subsequent judicial or arbitration process between the Parties, whether with respect to this dispute or any other. 17.2.3. If the matter is not resolved within forty-five (45) days of commencement of negotiations under Section 17.2.1, or if the Party receiving the written request to meet refuses or does not meet within the ten (10) Business Day period specified in Section 17.2.1, either Party may initiate arbitration of the controversy or claim according to the terms of Section 17.3. 17.3. Arbitration Initiation. If the dispute cannot be resolved by negotiation as set forth in Section 17.2 above, then the Parties shall resolve such controversy through arbitration("Arbitration"). The Arbitration shall be adjudicated by one retired judge or justice from the JAMS panel. The Arbitration shall take place in San Bernardino County, California, and shall be administered by and in accordance with JAMS' Commercial Arbitration Rules. If the Parties cannot mutually agree on the arbitrator who will adjudicate the dispute, then JAMS shall provide the Parties with an arbitrator pursuant to its then- applicable Commercial Arbitration Rules. The arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. Either Party may initiate Arbitration by filing with the JAMS a notice of intent to arbitrate at any time following the unsuccessful conclusion of the management negotiations provided for in Section 17.2. 18. MISCELLANEOUS 18.1. Severability. If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 18.2. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or PDF transmission will be deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed counterpart of this Agreement by facsimile or PDF transmission shall also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement shall not affect the validity or effectiveness of this Agreement. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page30 of 67 September 2023 256 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 18.3. General. No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. The term"including"when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. 18.4. Interpretation. Whenever this Agreement specifically refers to any Law, tariff, Governmental Authority, regional reliability council, Transmission/Distribution Owner, or credit rating agency, the Parties hereby agree that the references also refers to any successor to such Law, tariff or organization. 18.5. Construction. The Agreement will not be construed against any Party as a result of the preparation, substitution, or other event of negotiation, drafting or execution thereof. 18.6. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a"forward contract"within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are "forward contract merchants"within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any Bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532. 18.7. Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Execution Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty(60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 17. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and(ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page31 of 67 September 2023 257 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 18.8. Further Assurances. Each of the Parties hereto agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement. 18.9. Third-Party Beneficiary. The Parties agree that Speedway Commerce Center Development, LLC shall be entitled to rely upon, shall be an express third- party beneficiary of, and shall be entitled to enforce, the provisions of this Agreement. For the avoidance of doubt, Seller may not terminate, cancel, amend, modify, supplement or change this Agreement, or waive any provision, default, breach or performance, or make any assignment or novation without the written consent of Speedway Commerce Center Development, LLC (to be granted or withheld in its sole discretion). IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below. VS HW Napa A, LLC CITY OF RANCHO CUCAMONGA (Seller) (Buyer) By:Valta Solar LLC,Its Manager By: Name:Mark Milius Its:Manager (Date) (Signature) (Type/Print Name) (Title) (Date) City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page32 of 67 September 2023 258 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS Appendix A—Definitions "Affiliate"means, with respect to a Party, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with that Party. "Arbitration" has the meaning set forth in Section 17. "Available Capacity"means the rated alternating current (AC) generating capacity of the Facility, expressed in whole kilowatts, that is available to generate Product. "Bankrupt"means with respect to any entity, such entity: (a) Files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it that is not dismissed within sixty (60) days; (b) Makes an assignment or any general arrangement for the benefit of creditors; (c) Otherwise becomes bankrupt or insolvent (however evidenced); (d) Has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to such entity or any substantial portion of its property or assets; or (e) Is generally unable to pay its debts as they fall due. "Business Day"means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving during the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party's principal place of business where the relevant Party in each instance shall be the Party from whom the notice,payment or delivery is being sent. "CAISO"means the California Independent System Operator Corporation or any successor entity performing similar functions. "CAISO Grid"means the system of transmission lines and associated facilities that have been placed under the CAISO's operational control. "CAISO Tariff'means the CAISO FERC Electric Tariff, Fifth Replacement Volume No. 1, as amended from time to time. "California Renewables Portfolio Standard"means the renewable energy program and policies codified in California Public Utilities Code Sections 399.11 through 399.33 and California Public Resources Code Sections 25740 through 25751, as such provisions may be amended or supplemented from time to time. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page33 of 67 September 2023 259 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Capacity Attributes"means any current or future defined characteristic, certificate, tag, credit, or ancillary service attribute, whether general in nature or specific as to the location or any other attribute of the Project, intended to value any aspect of the capacity of the Project to produce Energy or ancillary services, including, but not limited to, any accounting construct so that the full Contract Capacity of the Project may be counted toward a Resource Adequacy Requirement or any other measure by the CPUC, the CAISO, the FERC, or any other entity invested with the authority under federal or state Law, to require Buyer to procure, or to procure at Buyer's expense, Resource Adequacy Benefits or other such products. Capacity Attributes do not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "CEC"means the California Energy Commission or its successor agency. "CEC Certification"means certification by the CEC that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR. "CEC Pre-Certification" means provisional certification of the proposed Facility as an ERR by the CEC upon submission by a facility of a complete application and required supplemental information. "Check Meter"means the Buyer revenue-quality meter section(s) or meter(s), which Buyer may require at its discretion, and which will include those devices normally supplied by Buyer or Seller under the applicable utility electric service requirements. "City Manager"means the City Manager of the City of Rancho Cucamonga. "Claiming Party"has the meaning set forth in Section 10.2. "Commercial Operation" means the Contract Capacity has been installed and the Facility is operating and able to produce and deliver the Product to Buyer pursuant to the terms of this Agreement. "Commercial Operation Date"means the date on which the Facility achieves Commercial Operation and the conditions set forth in Section 2.6.5 have been satisfied. "Contract Capacity"means the amount of electric energy generating capacity, set forth in Section 3.1, that Seller commits to install at the Site. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page34 of 67 September 2023 260 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Contract Price"has the meaning set forth in Section 3.6. "Contract Quantity"has the meaning set forth in Section 3.2. "Contract Year"means a period of twelve (12) consecutive months with the first Contract Year commencing on the Commercial Operation Date and each subsequent Contract Year commencing on the anniversary of the Commercial Operation Date. "Costs"means (a) brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred either in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace the Transaction; and(b) all reasonable attorneys' fees and expenses incurred in connection with the termination of the Transaction. "CPUC"means the California Public Utilities Commission, or successor entity. "Credit Rating"means, with respect to any entity, (a)the rating then assigned to such entity's unsecured senior long-term debt obligations (not supported by third party credit enhancements), or(b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the rating assigned to such entity as an issuer rating by S&P and/or Moody's. If the entity is rated by both S&P and Moody's and such ratings are not equivalent, the lower of the two ratings shall determine the Credit Rating. If the entity is rated by either S&P or Moody's, but not both, then the available rating shall determine the Credit Rating. "Curtailment Order"means any instruction from Buyer to Seller to reduce the delivery of Energy from the Facility for any reason other than as set forth in Sections 3.6.3 (a) or(b). "DC"means direct current. "Delivered Energy"means all Energy produced from the Facility and delivered by Seller to the Delivery Point, expressed in kWh, as recorded by the meter specified in Section 6.2.1 or the Check Meter, as applicable. "Delivery Point"has the meaning set forth in Section 2.5. "Delivery Term"has the meaning set forth in Section 3.5. "Early Termination Date"has the meaning set forth in Section 12.3. "Eligible Renewable Energy Resource" or"ERR"has the meaning set forth in Public Utilities Code Sections 399.12 or Section 399.16 and California Public Resources Code Section 25741, as these code provision may be amended or supplemented from time to time. "Emergency"means (a) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or(b) an emergency condition as defined under an Interconnection Agreement and any abnormal City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page35 of 67 September 2023 261 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety. "Energy"means three-phase, 60-cycle alternating current electric energy measured in kWh, net of Station Use. For purposes of the definition of"Green Attributes,"the word "energy" shall have the meaning set forth in this definition. "Execution Date"means the latest signature date found at the end of the Agreement. "Development Agreement"means Development Agreement NO. DRCO21-00175 Regarding the Speedway Commerce Project, Rancho Cucamonga, California, by and between Speedway Commerce Center Development, LLC and the City of Rancho Cucamonga recorded in the records of San Bernardino County as Document# 2022-0075072, approved by the Rancho Cucamonga City Council and made effective as of February 18, 2022 as Development Agreement Ordinance No. 993. "Facility"has the meaning set forth in Section 2. The terms "Facility" or "Project" as used in this Agreement are interchangeable. "FERC"means the Federal Energy Regulatory Commission or any successor government agency. "Force Majeure"means an event or circumstance which prevents one Party from performing its obligations under the Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which,by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided, including war, riot, civil disturbance or disobedience, terrorism, sabotage, strike, labor dispute, or global supply chain disruptions. Force Majeure does not include: (a) the lack of wind, sun, or other fuel source of an inherently intermittent nature; (b)reductions in generation from the Facility resulting from ordinary wear and tear, deferred maintenance or operator error; (c) any delay in providing, or cancellation of, interconnection service by a Transmission/Distribution Owner or the CAISO, except to the extent such delay or cancellation is the result of a Force Majeure claimed by the Transmission/Distribution Owner or the CAISO; or(d)the inability of a Party to make payments when due under this Agreement. Force Majeure may include delays in performance or inability to perform or comply with the terms and conditions of this Agreement due to delays in obtaining necessary equipment, labor, or materials or other issues caused by or attributable to pandemics or epidemics, including the disease designated COVID-19 or the related virus designated SARS- CoV-2 or any mutations thereof(collectively, "COVID-19"), if the elements of Force Majeure defined in the first sentence hereof(other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to) have been satisfied; provided, however, that the general existence of COVID-19 shall not be sufficient to prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate establish that a Force Majeure as defined in the first sentence hereof(other than the requirement City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page36 of 67 September 2023 262 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS that the event or circumstance was not anticipated as of the date the Agreement was agreed to) has occurred. "Gains"means with respect to any Party, an amount equal to the present value of the economic benefit to it, if any(exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in determining economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties, including, without limitation, quotations (either firm or indicative) of relevant rates,prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms (e.g.,NYMEX), all of which should be calculated for the remaining Delivery Term to determine the value of the Product. "Governmental Authority"means any federal, state, local or municipal government, governmental department, commission, board,bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the matter in question. "Governmental Charges"has the meaning set forth in Section 13.1. "Green Attributes"means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Project, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere'; (3)the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Project, (ii)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or 'Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions are included in the list of Green Attributes,this inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page37 of 67 September 2023 263 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "Interconnection Agreement"means the small generator interconnection agreement entered into separately between Seller, Transmission/Distribution Owner, and CAISO (as appropriate) obtained by Seller pursuant to Transmission/Distribution Owner's Wholesale Distribution Tariff. "Interconnection Facilities"has the meaning set forth in the tariff applicable to the Seller's Interconnection Agreement. "Interconnection Point"has the meaning set forth in Section 2.3. "Interest Rate"means the rate per annum equal to the "Monthly"Federal Funds Rate (as reset on a monthly basis based on the latest month for which such rate is available) as reported in Federal Reserve Bank Publication H.15-519, or its successor publication. "JAMS"means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service. "kW"means kilowatt. "kWh"means kilowatt-hour. "Law"means any statute, law, treaty, rule, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization,judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction. "Letter of Credit"means an irrevocable, non-transferable standby letter of credit issued either by a U.S. commercial bank or a foreign bank with a U.S. branch office with a Credit Rating of at least"A-"by S&P and"AY by Moody's (without a"credit watch", "negative outlook" or other rating decline alert if its Credit Rating is "A-"by S&P or"AY by Moody's). The Letter of Credit must be substantially in the form as contained in Appendix G to this Agreement; provided that if the Letter of Credit is issued by a branch of a foreign bank, Buyer may require changes to such form. "Losses"means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any(exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page38 of 67 September 2023 264 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS determining the loss of economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates,prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms (e.g. NYMEX), all of which should be calculated for the remaining term of the Transaction to determine the value of the Product. "Manager"has the meaning set forth in Section 17.2. "Mechanical Completion"means that all equipment and systems that are necessary to generate the effective capacity of the Facility are installed. The Facility is mechanically, electrically, and structurally constructed with all control systems installed and connected. The Facility is functionally complete to the extent necessary to begin commissioning and testing of the Facility, though commissioning and testing need not have commenced." "MW"means megawatt (AC). "MWh"means megawatt-hour. "Notice"unless otherwise specified in the Agreement, means written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail). "Party"means the Buyer or Seller individually, and"Parties"means both collectively. For purposes of Section 16 (Governing Law) the word"party" or"parties" shall have the meaning set forth in this definition. "Photovoltaic Module"means the individual module or component that produces DC electric energy from sun light. "Product"means all Energy produced by the Facility throughout the Delivery Term, net of Station Use and electrical losses from the Facility to the Delivery Point; all Green Attributes; all Capacity Attributes, if any; and all Resource Adequacy Benefits, if any; generated by, associated with or attributable to the Facility throughout the Delivery Term. For the avoidance of doubt, Product does not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page39 of 67 September 2023 265 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Project"has the meaning set forth in Section 2. The terms "Facility" and"Project" as used in this Agreement are interchangeable. "Prudent Electrical Practices"means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety. Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and Laws. Prudent Electrical Practices also includes taking reasonable steps to ensure that: (a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Facility's needs; (b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Facility and Emergencies whether caused by events on or off the Site; (c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools; (d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed; (e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or the Transmission/Distribution Owner's electric system or contrary to environmental laws,permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed,polarity, synchronization, and control system limits; and (f) Equipment and components are designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions. "Hillwood Speedway Commerce Development" means that certain development project approved by the Rancho Cucamonga City Council and made effective as of February 18, 2022 City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page40 of 67 September 2023 266 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS consisting of two buildings totaling 655,878 square feet under Development Agreement Ordinance No. 993. "Renewable Energy Credit"has the meaning set forth in Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. "Reservation Deposit"means the deposit submitted by Seller to Buyer at the time Seller submitted its application for an Industrial Zoning District Renewable PPA contract, which amount shall equal four dollars ($4.00) for each kilowatt of proposed alternating current(AC) generator capacity. "Resource Adequacy Benefits"means the rights and privileges attached to the Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal, or otherwise locational attributes associated with the Facility. For the avoidance of doubt, Resource Adequacy Benefits do not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "Resource Adequacy Requirements"has the meaning set forth in Section 4.4.1. "Resource Adequacy Rulings"means any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time during the Delivery Term. "Settlement Amount"has the meaning set forth in Section 12.5. "Site"means the rooftop on which the Facility is, or will be, located, as further described in Appendix D. "Site Control"means the Seller, prior to the Commercial Operation Date, has real property interests in the Site sufficient to perform its obligations under the Agreement. "Station Use"means energy consumed within the Facility's electric energy distribution system as losses, as well as energy used to operate the Facility's auxiliary equipment. The auxiliary equipment may include, but is not limited to, forced and induced draft fans, cooling towers,boiler feeds pumps, lubricating oil systems,plant lighting, fuel handling systems, control systems, and sump pumps. This use is not to exceed 1% of average annual output. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page41 of 67 September 2023 267 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Term"has the meaning set forth in Section 3.4.1. "Transaction"means the particular transaction described in Section 3.3. "Transmission/Distribution Owner"means Rancho Cucamonga Municipal Utility(also "RCMU"), which is responsible for operating the electric distribution system or transmission system, as applicable, at and beyond the Interconnection Point. "WECC"means the Western Electricity Coordinating Council, the regional reliability council for the Western United States,Northwestern Mexico and Southwestern Canada. "WREGIS"means the Western Renewable Energy Generating Information System or any successor renewable energy tracking program. "WREGIS Certificates"has the same meaning as "Certificate" as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard. "WREGIS Operating Rules"means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced(in whole or in part) from time to time. *** End ofAppendixA *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page42 of 67 September 2023 268 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX B - COMMERCIAL OPERATION DATE CONFIRMATION LETTER Appendix B — Commercial Operation Date Confirmation Letter In accordance with the terms of that certain Industrial Zoning District Renewable Power Purchase Agreement dated ("Agreement") for the Facility named by and between CITY OF RANCHO CUCAMONGA("Buyer") and VS HW Napa A, LLC ("Seller"), this letter serves to document the Parties further agreement that (i) the conditions precedent to the occurrence of the Commercial Operation Date have been satisfied as of this day of , 2023. This letter shall confirm the Commercial Operation Date, as defined in the Agreement, as the date referenced in the preceding sentence. IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below: By: By: CITY OF RANCHO CUCAMONGA (Seller) (Buyer) (Signature) (Signature) (Type/Print Name) (Type/Print Name) (Title) (Title) (Date) (Date) *** End of Appendix B City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page43 of 67 September 2023 269 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS Appendix C — Forecasting Requirements A. AVAILABLE CAPACITY FORECASTING. Seller shall provide the Available Capacity forecasts described below. Seller's availability forecasts below shall include Project availability and updated status of photovoltaic panels, inverters, transformers, and any other equipment that may impact availability. Seller shall use commercially reasonable efforts to forecast the Available Capacity of the Project accurately and to transmit such information in a format reasonably acceptable to Buyer. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to- time, as necessary. 1. Annual Forecast of Available Capacity. No later than (I)the earlier of July 1 of the first calendar year following the Execution Date or one hundred and eighty (180) days before the first day of the first Contract Year of the Delivery Term("First Annual Forecast Date"), and(II) on or before July 1 for each calendar year from the First Annual Forecast Date for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly Available Capacity for each day in each month of the following calendar year in a form reasonably acceptable to Buyer. 2. Monthly Forecast of Available Capacity. Ten(10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non- binding forecast of the hourly Available Capacity for each day of the following month in a form reasonably acceptable to Buyer. *** End of Appendix C City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page44 of 67 September 2023 270 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS Appendix D — Description of the Facility Seller should complete the information below and attach a description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with Buyer's electric distribution system. Name of the Facility: VS HW Napa A, LLC Address of the Facility: 13160 Napa Street Rancho Cucamonga, California, 91730 Description of the FacilitX, including a summary of its significant components, such as for solar photovoltaic, meteorological station, instrumentation and any other related electrical equipment: This project entails the installation of a roof-mounted, solar photovoltaic (PV) system with grid-interactive inverters and associated equipment to supply power directly to the existing electrical system. The proposed pv system will be connected from the breaker panel, through the fit meter, and to the existing transformer on site if agreeable with the utility, which shall serve as the point of interconnection. The pv system is intended to operate in parallel with the electric utility service provider. Anti-islanding protection and harmonic limits shall comply with LJL 1741, IEEE 1547 and IEEE 519. PV Module: (7100) Heliene 144HC M10 Bifacial Module (53OW) Inverter (Number) Module: (25) Solaredge SE 120KUS DC Optimizer: Solaredge P 1100 Mounting Equipment: Solar Strap AC Watts: 3,000kW City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pag 5 of 67 September 2023 271 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS Site Plan Qv - - - - - - - - - - - - - - - - - MEN � a a City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pao of 67 September 2023 272 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C . FORECASTING REQUIREMENTS Single Lin Diagram M j ■ | ■ �` mjj,F; | | ■�# j\ ({k| I 2. § , §k ! VF- || g ■-- ■§ ■ \((%if Lh tk E§ §| ■E _ | ,.[ kur F EY- L ] |§ ■ §all �§■§ | |22 �■ n al | City JRancho Cucamonga-Industrial Zo gDismlReamb! &we.Purcha se Agreement e* J@ September 25 273¥725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS Legal Description The land referred to herein is situated in the State of California, County of San Bernardino, City of Rancho Cucamonga and described as follows: PARCEL 2 AS SHOWN ON CERTIFICATE OF COMPLIANCE NO. 507, AS EVIDENCED BY DOCUMENT RECORDED JANUARY 17, 2002 AS INSTRUMENT NO. 20020026839 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THOSE PORTIONS OF THE FOLLOWING DESCRIBED LAND LYING WITHIN THOSE CERTAIN PARCELS OF LAND GRANTED TO KAISER STEEL LAND DEVELOPMENT, INC., A DELAWARE CORPORATION, AND DESCRIBED AS PARCELS NO. 1, 2, 3, AND 4, AND A PORTION PARCEL NO. 6, BY DOCUMENT RECORDED JULY 28, 1994 AS INSTRUMENT NO. 94-323332 OF OFFICIAL RECORDS OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, IN THE WEST ONE-HALF OF SECTION 9 AND SECTION 16, TOWNSHIP I SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, AND THAT PORTION OF THE EAST ONE-HALF OF SECTION 16, TOWNSHIP I SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 9, SAID CORNER BEING LOCATED IN THE CENTER LINE OF ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 368.12 FEET ALONG THE WEST LINE OF SAID SECTION 9 AND THE CENTERLINE OF SAID ETIWANDA AVENUE TO THE SOUTHERLY RIGHT OF WAY LINE OF THE ATCHISON TOPEKA AND SANTA FE RAILWAY, 100 FEET IN WIDTH; THENCE NORTH 870 54'59" EAST, 50.04 FEET ALONG SAID SOUTHERLY RIGHT OF WAY LINE TO THE EASTERLY RIGHT OF WAY LINE OF SAID ETIWANDA AVENUE (50.00 HALF WIDTH) TO THE TRUE POINT OF BEGINNING; THENCE NORTH 87°54'59" EAST, 911.48 FEET ALONG SAID SOUTHERLY RIGHT OF WAY LINE TO AN ANGLE POINT IN THE NORTHWESTERLY BOUNDARY LINE OF THE REAL PROPERTY CONVEYED TO NATIONAL CANORPORATION BY DEED RECORDED MAY 06, 1965 IN BOOK 6385, PAGE 456 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 60006'26" WEST, 214.28 FEET ALONG SAID NORTHWESTERLY BOUNDARY TO A ANGLE POINT IN SAID BOUNDARY; THENCE SOUTH 00°07'03" WEST, 554.86 FEET ALONG THE WESTERLY BOUNDARY OF SAID NATIONAL CAN CORPORATION BOUNDARY TO THE SOUTHWEST CORNER OF SAID BOUNDARY; THENCE NORTH 88057'35" EAST, 1324.24 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID NATIONAL CAN CORPORATION BOUNDARY TO THE SOUTHEAST CORNER OF SAID BOUNDARY; THENCE NORTH 00°07'03" EAST, 679.03 FEET ALONG THE EASTERLY BOUNDARY OF SAID NATIONAL CAN CORPORATION BOUNDARY TO THE NORTHEAST CORNER OF SAID BOUNDARY, SAID NORTHEAST CORNER ALSO BEING ON SAID SOUTHERLY RIGHT OF WAY LINE OF THE ATCHISON TOPEKA AND SANTA FE RAILWAY; THENCE NORTH 87054'59" EAST, 447.68 FEET ALONG SAID SOUTHERLY City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pag18 of 67 September 2023 274 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS RIGHT OF WAY LINE TO A LINE PARALLEL WITH AND DISTANT WESTERLY 100.00 FEET FROM THE SOUTHWEST ONE-QUARTER OF SAID SECTION 9; THENCE SOUTH 00°15'05" WEST, 414.32 FEET ALONG SAID PARALLEL LINE, TO A POINT ON THE SOUTH LINE OF SAID SECTION 9 SAID POINT ALSO BEING ON THE NORTHERLY LINE OF SAID SECTION 16; THENCE NORTH 88°57'18" EAST, 100.02 FEET ALONG SAID NORTHERLY LINE, TO THE NORTHEAST CORNER OF THE NORTHWEST ONE- QUARTER OF SAID SECTION 16; THENCE NORTH 88' 57'18" EAST, 200.03 FEET ALONG THE NORTHERLY LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 16 TO A POINT ON THE EASTERLY LINE OF THE WESTERLY 200.00 FEET OF THE EAST ONE- HALF OF SAID SECTION 16; THENCE SOUTH 00°06'58" WEST, 799.51 FEET TO A POINT ON THE NORTHERLY LINE OF NAPA STREET AS DESCRIBED IN DOCUMENT RECORDED OCTOBER 06, 1995 AS INSTRUMENT NO.19950348166, AND DOCUMENT RECORDED NOVEMBER 22, 1995 AS INSTRUMENT NO. 19950404553, BOTH OF OFFICIAL RECORDS, SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 883.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID NONTANGENT CURVE BEARS NORTH 23008'53" WEST; THENCE FOLLOWING(7) SEVEN COURSES ALONG THE NORTHERLY LINE OF SAID NAPA STREET: THENCE SOUTHWESTERLY 36.49 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02022'05", TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 817.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS SOUTH 25030'58" EAST; THENCE WESTERLY 729.50 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 51°09'34" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 883.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS NORTH 25°38'36" EAST; THENCE WESTERLY 390.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25022'10"; THENCE NORTH 89°43'34" WEST, 518.43 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1033.00 FEET; THENCE SOUTHWESTERLY 188.14 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10026'06" TO City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pag19 of 67 September 2023 275 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 967.00 FEET, A RADIAL LINE THROUGH THE BEGINNING OF SAID REVERSE CURVE BEARS SOUTH 10009'40" EAST; THENCE WESTERLY 176.47 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10°27'22"; THENCE NORTH 89042'18" WEST, 222.48 FEET TO A POINT ON THE EAST LINE OF THAT CERTAIN STRIP OF LAND,150.00 FEET WIDE, DESCRIBED IN THE RIGHT OF WAY EASEMENT FROM FRANK BORGIA ET UX. TO SOUTHERN CALIFORNIA EDISON COMPANY LTD., RECORDED SEPTEMBER 27, 1938 IN BOOK 1301, PAGE 183 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 00°07'03" EAST, 714.03 FEET ALONG SAID EAST LINE TO THE SOUTHERLY LINE OF SAID SECTION 9; THENCE NORTH 00004'52" EAST, 319.38 FEET TO A POINT ON THE SOUTHERLY LINE OF PARCEL NO. 1 AS CONVEYED TO ROBERT C. RINGHOLZ BY DEED RECORDED NOVEMBER 30, 1948 IN BOOK 2327, PAGE 359 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEARS 625.52 FEET (625.56 FEET GROUND) EAST ALONG SAID SOUTHERLY LINE FROM THE SOUTHWEST CORNER OF PARCEL NO. I OF SAID ROBERT C. RINGHOLZ PROPERTY, SAID SOUTHWEST CORNER BEING ON THE CENTERLINE OF SAID ETIWANDA AVENUE; THENCE SOUTH 87°54'59" WEST, 575.48 FEET ALONG SAID SOUTHERLY LINE TO THE INTERSECTION OF SAID EASTERLY RIGHT OF WAY LINE OF SAID ETIWANDA AVENUE; THENCE NORTH 00' 06'43" EAST, 60.04 FEET ALONG SAID EASTERLY RIGHT OF WAY LINE TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEING A PORTION OF THE SOUTHWEST ONE-HALF OF SECTION 9 AND A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 16, TOWNSHIP I SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, SITUATED IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, SAID PORTION ALSO BEING A PORTION OF THE LAND DESCRIBED IN GRANT DEED TO KAISER STEEL LAND DEVELOPMENT, INC., RECORDED JANUARY 12, 2000 AS INSTRUMENT NO. 20000011988 OFOFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 9, SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE NORTH 00006'43" EAST, 368.09 FEET ALONG THE WEST LINE OF SAID SECTION 9 AND SAID CENTERLINE TO THE SOUTHERLY LINE OF THE ATCHISON TOPEKA ANDSANTA FE RAILWAY RIGHT-OF-WAY(100 FEET WIDE); THENCE NORTH 87°54'59" EAST 50.04 FEET ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID ETIWANDA AVENUE (50.00 FEET HALF WIDTH), SAID POINT BEING THE POINT OF BEGINNING; THENCE NORTH 87054'59" EAST, 911.48 FEET CONTINUING ALONG SAID SOUTHERLY LINE TO AN ANGLE POINT IN THE NORTHWESTERLY LINE OF THE PARCEL OF LAND DESCRIBED IN GRANT DEED TO NATIONAL CAN CORPORATION, RECORDED MAY 06, 1965 IN BOOK 6385, PAGE 456 OF OFFICIAL RECORDS; THENCE SOUTH 60°06'26" City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement PaAO of 67 September 2023 276 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX C - FORECASTING REQUIREMENTS WEST 214.28 FEET ALONG SAID NORTHWESTERLY LINE TO AN ANGLE POINT IN SAID PARCEL; THENCE SOUTH 00°07'03" WEST, 554.86 FEET ALONG THE WESTERLY LINE OF SAID PARCEL TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE SOUTH 88057'35" WEST, 150.02 FEET ALONG THE WESTERLY PROJECTION OF THE SOUTHERLY LINE OF SAID PARCEL TO A POINT ON THE EASTERLY LINE OF THAT CERTAIN STRIP OF LAND, 150 FEET WIDE, DESCRIBED IN RIGHT-OF-WAY EASEMENT, TO SOUTHERN CALIFORNIA EDISON COMPANY, LTD., RECORDED SEPTEMBER 27, 1938 IN BOOK 1301, PAGE 183 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 00°07'03" EAST, 272.73 FEET ALONG LAST SAID EASTERLY LINE TO THE SOUTH LINE OF SAID SECTION 9; THENCE NORTH 00004'52" EAST, 319.38 FEET TO A POINT ON THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL NO. 1 IN GRANT DEED TO ROBERT C. RINGHOLZ, RECORDED NOVEMBER 30, 1948 IN BOOK 2327, PAGE 359 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEARS 625.52 FEET (625.56 FEET GROUND) EAST ALONG SAID SOUTHERLY LINE FROM THE SOUTHWEST CORNER OF SAID PARCEL 1 OF SAID ROBERT C. RINGHOLZ PROPERTY, SAID SOUTHWEST CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE SOUTH 87054'59" WEST, 575.48 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT ON SAID EASTERLY LINE OF ETIWANDA AVENUE; THENCE NORTH 00°06'43" EAST, 60.04 FEET ALONG LAST SAID EASTERLY LINE TO THE POINT OF BEGINNING TOGETHER WITH THAT PORTION DESCRIBED AS FOLLOWS: BEING A PORTION OF THE SOUTHWEST ONE-QUARTER OF SECTION 9 AND A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 16, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, SITUATED IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, SAID PORTION ALSO BEING A PORTION OF THE PARCEL OF LAND DESCRIBED IN GRANT DEED TO NATIONAL CAN CORPORATION, RECORDED MAY 06, 1965 IN BOOK 6385, PAGE 456 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID NATIONAL CAN CORPORATION PARCEL; THENCE SOUTH 88°57'35" WEST, 567.50 FEET ALONG THE SOUTHERLY LINE OF SAID PARCEL TO A POINT ON A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1062.15 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 72°53'33" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 48002'18" AN ARC LENGTH OF 890.54 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL; THENCE SOUTH 00°07'03" WEST, 641.03 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING APN: 0229-291-54, 0229-291-45-0000, and 0229-291-46-0000 (End of Legal Description) City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pagel of 67 September 2023 277 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX D - DESCRIPTION OF THE FACILITY Longitude and Latitude 34.09102, -117.51594 *** End of Appendix D City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page52 of 67 September 2023 278 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX E — SELLER'S MILESTONE SCHEDULE APPENDIX E—INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS Tar et Date Date Completed Responsible Part Ste 1:Sign Conditional PPA May 31,2023 Both Ste 2:Acquire Interconnection Agreement May 31,2023 Both Step 3:Submit confirmation of RPS precertification June 1,2023 requirement and provide Copy of precertification Seller application to Buyer Step 4:File Project with WREGIS and submit proof to January 1,2025 Seller Buyer. Seller Ste 5:Acquire Construction Permits August 30,2023 Seller Ste 6:Submit proof of permits to Buyer. September 30,2023 Seller Ste 7:Notify Buyer 10 days prior to construction start. October 1,2023 Seller Ste 8:Submit proof of insurance to Buyer. October 1,2023 Seller Ste 9:Mechanical Completion. September 1,2024 Seller Step 10:Notify Buyer 30 days in advance of the November 1,2024 Seller Commercial Operation Date. Ste 11:Commercial Operation Date December 1,2024 Seller Ste 12:Submit application for certification to CEC. February 1,2025 Seller ** The Target Dates in this Appendix E are estimates and shall not be binding on either Buyer or Seller. *** End of Appendix E *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page53 of 67 September 2023 279 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX F — CONTRACT QUANTITY SCHEDULE Appendix F — Delivery Term Contract Quantity Schedule Dated: Execution Date Contract Year Contract Quantity kWh/Yr 1 5,014,092 2 4,909,444 3 4,824,208 4 4,768,005 5 4,725,549 6 4,691,798 7 4,663,169 8 4,637,548 9 4,614,538 10 4,593,563 11 4,574,323 12 4,556,350 13 4,539,152 14 4,522,719 15 4,506,570 16 4,490,470 17 4,474,883 18 4,459.338 19 4,443,837 20 4,428,150 21 4,412,508 22 4,390,786 23 4,369,168 24 4,347,654 25 4,326,244 ***End of Appendix F*** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page54 of 67 September 2023 280 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX G—NOTICES LIST Appendix G—Notices List Name: VS HW Napa A, LLC ("Seller") Name: CITY OF RANCHO CUCAMONGA, a ("Buyer" or"RCMU") All Notices: Valta Energy LLC All Notices: Delivery Address: 24941 Dana Point Harbor Delivery Address: 10500 Civic Center Drive Drive, Ste, C-220 Rancho Cucamonga, CA 91730 Dana Point, CA 92629 Mail Address: (if different from above) Mail Address: Attn: Legal Attn: RCMU Phone: 949-636-0599 Phone: (909) 919-2612 Facsimile: Facsimile: (909) 477-2741 With copies that shall not constitute Notice With a copy to: to: Richards, Watson& Gershon Speedway Commerce Center 350 South Grand Ave, 37th Floor Development, LLC Los Angeles, CA 90071 c/o Hillwood Development Attn: Nicholas R. Ghirelli, City Attorney 901 Via Piemonte, Suite 175 Ontario, CA 91764 Attn: Scott Morse Email: Scott.Morse(&,,Hillwood.com Hillwood Legal Department 3000 Turtle Creek Blvd Dallas, Texas 75219 Attn: John Emshe and Marla Long Email: John.Emslie&hillwood.com; Marla.Long(d,hillwood.com DUNS: DUNS: 00-705-2970 Federal Tax ID Number: Federal Tax ID Number: 95-3213002 Invoices: Invoices: City of Rancho Cucamonga-Industrial Zoning District Renewable Power Purchase Agreement Page55 of 67 September 2023 281 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX G—NOTICES LIST Attn: Legal and Treasurer Attn: City of Rancho Cucamonga- RCMU Phone: 949-371-7227 Phone: (909) 774-4035 Facsimile: Facsimile: fred.lyn&ci . ofrc.us rcmu.customer(&,,cityofrc.us Payments: Payments: Attn: Legal and Treasurer Attn: City of Rancho Cucamonga-RCMU Phone: 949-371-7227 Phone: (909) 774-4035 Facsimile: Facsimile: fred.lyn(&,,cityofrc.us rcmu.customer&cityofrc.us Wire Transfer: Wire Transfer: BNK: BNK: U.S. Bank ABA: ABA: 122235821 ACCT: ACCT: 158300181845 Credit and Collections: Credit and Collections: Attn: Attn: City of Rancho Cucamonga-RCMU Phone: Phone: (909) 774-4035 Facsimile: Facsimile: fred.lynkci . ofrc.us rcmu.customer(&,,cityofrc.us With additional Notices of an Event of Contract Manager: Default to Contract Manager: Attn: Attn: RCMU—Attn: Fred Lyn Phone: Phone: (909) 774-4035 Facsimile: *** End of Appendix G* City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page56 of 67 September 2023 282 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H- FORM OF LETTER OF CREDIT Appendix H—FORM OF LETTER OF CREDIT Issuing Bank Letterhead and Address STANDBY LETTER OF CREDIT NO. XXXXXXXX Date: [insert issue date] Beneficiary: City of Rancho Cucamonga Applicant: [Insert name and address of Applicant] Attention: Letter of Credit Amount: [insert amount] Expiry Date: [insert expiry date] Ladies and Gentlemen: By order of[insert name of Applicant] ("Applicant"), we hereby issue in favor of City of Rancho Cucamonga(the "Beneficiary") our irrevocable standby letter of credit No. [insert number of letter of credit] ("Letter of Credit"), for the account of Applicant, for drawings up to but not to exceed the aggregate sum of U.S. $ [insert amount in figures followed by (amount in words)] ("Letter of Credit Amount"). This Letter of Credit is available with [insert name of issuing bank, and the city and state in which it is located] by sight payment, at our offices located at the address stated below, effective immediately, and it will expire at our close of business on [insert expiry date] (the "Expiry Date"). Funds under this Letter of Credit are available to the Beneficiary against presentation of the following documents: 1. Beneficiary's signed and dated sight draft in the form of Exhibit A hereto, referencing this Letter of Credit No. [insert number] and stating the amount of the demand; and 2. One of the following statements signed by an authorized representative or officer of Beneficiary: A. "Pursuant to the terms of that certain [insert name of the agreement] (the "Agreement"), dated [insert date of the Agreement], between Beneficiary and [insert City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page57 of 67 September 2023 283 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H- FORM OF LETTER OF CREDIT name of Seller under the Agreement],Beneficiary is entitled to draw under Letter of Credit No. [insert number] amounts owed by [insert name of Seller under the Agreement] under the Agreement; or B. "Letter of Credit No. [insert number] will expire in thirty(30) days or less and [insert name of Seller under the Agreement] has not provided replacement security acceptable to Beneficiary. Special Conditions: I. Partial and multiple drawings under this Letter of Credit are allowed; 2. All banking charges associated with this Letter of Credit are for the account of the Applicant; 3. This Letter of Credit is not transferable; and 4. The Expiry Date of this Letter of Credit shall be automatically extended without a written amendment for a period of one year and on each successive Expiry Date,unless at least sixty (60) days before the then current Expiry Date, we notify you by registered mail or courier that we elect not to extend the Expiry Date of this Letter of Credit for such additional period. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation, on or before the Expiry Date (or after the Expiry Date as provided below), at our offices at [insert issuing bank's address for drawings]. All demands for payment shall be made by presentation of originals or copies of documents; or by facsimile transmission of documents to [insert fax number], Attention: [insert name of issuing bank's receiving department], with originals or copies of documents to follow by overnight mail. If presentation is made by facsimile transmission, you may contact us at [insert phone number] to confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does not affect our obligation to honor such a presentation. Our payments against complying presentations under this Letter of Credit will be made no later than on the sixth (6th) banking day following a complying presentation. Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our individual obligation, which is not contingent upon reimbursement and is not affected by any agreement, document, or instrument between us and the Applicant or between the Beneficiary and the Applicant or any other party. Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce (ICC) Publication No. 600 (the "UCP 600"); provided that, if this Letter of Credit expires during an interruption of our business as described in Article 36 of the UCP 600, we will honor drafts presented in compliance with this Letter of Credit within thirty(30) days after the resumption of our business and effect payment accordingly. The law of the State of California shall apply to any matters not covered by the UCP 600. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page58 of 67 September 2023 284 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H— FORM OF LETTER OF CREDIT For telephone assistance regarding this Letter of Credit,please contact us at [insert number and any other necessary details]. Very truly yours, [insert name of issuing bank] By: Authorized Signature Name: [print or type name] Title: ***End of Appendix H* City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page59 of 67 September 2023 285 of 725 ATTACHMENT 1 Appendix I—FORM OF CONSENT TO ASSIGNMENT CONSENT AND AGREEMENT This CONSENT AND AGREEMENT ("Consent and Agreement") is entered into as of September_, 2023 between CITY OF RANCHO CUCAMONGA("RCMU"), and KeyBank National Association, as collateral agent(in such capacity, "Financing Provider"), for the benefit of various financial institutions (collectively, the"Secured Parties")providing financing to VS HW Napa A, LLC, a Delaware limited liability company ("Seller"). RCMU, Seller, and the Financing Provider shall each individually be referred to as a"Party" and collectively as the "Parties". Recitals A. Pursuant to that certain Power Purchase Agreement dated as of September , 2023 (as amended, modified, supplemented or restated from time to time, as including all related agreements, instruments and documents, collectively, the"Assigned Agreement")between RCMU and Seller, RCMU has agreed to purchase energy from Seller. B. The Secured Parties have provided, or have agreed to provide, to Seller financing (including a financing lease)pursuant to one or more agreements (the "Financing Documents"), and require that Financing Provider be provided certain rights with respect to the "Assigned Agreement" and the "Assigned Agreement Accounts," each as defined below, in connection with such financing. C. In consideration for the execution and delivery of the Assigned Agreement, RCMU has agreed to enter into this Consent and Agreement for the benefit of Seller. Agreement I. Definitions. Any capitalized term used but not defined herein shall have the meaning specified for such term in the Assigned Agreement. 2. Consent. Subject to the terms and conditions below, RCMU consents to and approves the pledge and assignment by Seller to Financing Provider pursuant to the Loan Agreement and/or Security Agreement of(a) the Assigned Agreement, and(b)the accounts, revenues and proceeds of the Assigned Agreement(collectively, the "Assigned Agreement Accounts"). 3. Limitations on Assi ng ment. Financing Provider acknowledges and confirms that, notwithstanding any provision to the contrary under applicable law or in any Financing Document executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned Agreement (whether by foreclosure sale, conveyance in lieu of foreclosure or otherwise)unless, on or before the date of any such assumption, sale or disposition, Financing Provider or any third party, as the case may be, assuming,purchasing or otherwise acquiring the Assigned Agreement [(a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being cured and which are not personal to the Seller, (b) executes and delivers to RCMU a written assumption of all of Seller's rights and obligations under the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page of 67 Septq6f2P2§ Assigned Agreement in form and substance reasonably satisfactory to RCMU, (c) otherwise satisfies and complies with all requirements of the Assigned Agreement, (d)provides such tax and enforceability assurance as RCMU may reasonably request, and (e) is a Permitted Transferee (as defined below)]. Financing Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned Agreement Accounts is for security purposes only and that Financing Provider has no rights under the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has occurred and is continuing under the Financing Documents between Seller and Financing Provider(a"Financing Default"), in which case Financing Provider shall be entitled to all of the rights and benefits and subject to all of the obligations which Seller then has or may have under the Assigned Agreement to the same extent and in the same manner as if Financing Provider were an original party to the Assigned Agreement. "Permitted Transferee" [means any person or entity who is reasonably acceptable to RCMU.] Financing Provider may from time to time, following the occurrence of a Financing Default, notify RCMU in writing of the identity of a proposed transferee of the Assigned Agreement, which proposed transferee may include Financing Provider, in connection with the enforcement of Financing Provider's rights under the Financing Documents, and RCMU shall, within thirty (30)business days of its receipt of such written notice, confirm to Financing Provider whether or not such proposed transferee is a"Permitted Transferee" (together with a written statement of the reason(s) for any negative determination) it being understood that if RCMU shall fail to so respond within such thirty (30)business day period such proposed transferee shall be deemed to be a"Permitted Transferee". 4. Cure Rights. (a) Notice to Financing Provider by RCMU. RCMU shall, concurrently with the delivery of any notice of an event of default under the Assigned Agreement (each, an"Event of Default") to Seller(a"Default Notice"), provide a copy of such Default Notice to Financing Provider pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of the Default Notice to Financing Provider the next business day after receipt from RCMU, independent of any agreement of RCMU to deliver such Default Notice. (b) Cure Period Available to Financing Provider Prior to Any Termination by RCMU. Upon the occurrence of an Event of Default, subject to (i) the expiration of the relevant cure periods provided to Seller under the Assigned Agreement, and(ii) Section 4(a) above, RCMU shall not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice of the Event of Default and affords Financing Provider an Additional Cure Period(as defined below)to cure such Event of Default. For purposes of this Agreement "Additional Cure Period" means (i) with respect to a monetary default, ten(10)business days in addition to the cure period(if any)provided to Seller in the Assigned Agreement, and(ii)with respect to a non-monetary default, sixty(60) days in addition to the cure period(if any)provided to Seller in the Assigned Agreement, and to the extent that such non-monetary default is incapable of being cured within this sixty(60) day cure period,up to an additional sixty(60) day period if diligently pursuing cure. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page61 of 67 September 2023 287 of 725 (c) Failure by RCMU to Deliver Default Notice. If neither RCMU nor Seller delivers a Default Notice to Financing Provider as provided in Section 4(a), the Financing Provider's applicable cure period shall begin on the date on which notice of an Event of Default is delivered to Financing Provider by either RCMU or Seller. Except for a delay in the commencement of the cure period for Financing Provider and a delay in RCMU's ability to terminate the Assigned Agreement(in each case only if both RCMU and Seller fail to deliver notice of an Event of Default to Financing Provider), failure of RCMU to deliver any Default Notice shall not waive RCMU's right to take any action under the Assigned Agreement and will not subject RCMU to any damages or liability for failure to provide such notice. (d) Extension for Foreclosure Proceedings. If possession of the Project(as defined in the Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and Financing Provider commences foreclosure proceedings against Seller within thirty(30) days of receiving notice of an Event of Default from RCMU or Seller, whichever is received first, Financing Provider shall be allowed a reasonable additional period to complete such foreclosure proceedings, such period not to exceed two hundred seventy(270) days; provided, however, that Financing Provider shall provide a written notice to RCMU that it intends to commence foreclosure proceedings with respect to Seller within ten(10)business days of receiving a notice of such Event of Default from RCMU or Seller, whichever is received first. In the event Financing Provider succeeds to Seller's interest in the Project as a result of foreclosure proceedings, the Financing Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements of Section 3 of this Consent and Agreement. 5. Setoffs and Deductions. [Each of Seller and Financing Provider agrees that RCMU shall have the right to set off or deduct from payments due to Seller each and every amount due RCMU from Seller whether or not arising out of or in connection with the Assigned Agreement.] Financing Provider further agrees that it takes the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of action RCMU may have against Seller. 6. No Representation or Warranty. Seller and Financing Provider each recognizes and acknowledges that RCMU makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller's right, title, and interest in the Assigned Agreement, and Financing Provider releases RCMU from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts. 7. Amendment to Assigned Agreement. [Financing Provider acknowledges and agrees that RCMU may agree with Seller to modify or amend the Assigned Agreement, and that RCMU is not obligated to notify Financing Provider of any such amendment or modification to the Assigned Agreement. Financing Provider hereby releases RCMU from all liability arising out of or in connection with the making of any amendment or modification to the Assigned Agreement.] City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page62 of 67 September 2023 288 of 725 8. Payments under Assigned Agreement. RCMU shall make all payments due to Seller under the Assigned Agreement from and after the date hereof to [ ], as depositary agent, to ABA No. [ ], Account No. ], and Seller hereby irrevocably consents to any and all such payments being made in such manner. Each of Seller, RCMU and Financing Provider agrees that each such payment by RCMU to such depositary agent of amounts due to Seller from RCMU under the Assigned Agreement shall satisfy RCMU's corresponding payment obligation under the Assigned Agreement. 9. Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed received (i) at the close of business of the date of receipt, if delivered by hand or by facsimile or other electronic means, or(ii) when signed for by recipient, if sent registered or certified mail, postage prepaid, provided such notice was properly addressed to the appropriate address indicated on the signature page hereof or to such other address as a party may designate by prior written notice to the other parties, at the address set forth below: If to Financing Provider: Name: KeyBank National Association Address: 127 Public Square Cleveland, OH 44114 MailCode: OH-01-27-08 81 Attn: Renee Bonnell Telephone: Facsimile: Email: renee.bonnell@key.com With a copy to: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page63 of 67 September 2023 289 of 725 If to Financing Provider: Name: KeyBank National Association Address: 4910 Tiedeman Road Brooklyn, OH 44144 MailCode: OH-01-49-0114 Attn: Regina Pitts Telephone: Facsimile: Email: regina_pitts@KeyBank.com If to RCMU: Name: Address: Attn: Telephone: Facsimile: Email: (b) No Assigningnt. This Consent and Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of RCMU, and shall be binding on and inure to the benefit of the Financing Provider, the Secured Parties and their respective successors and permitted transferees and assigns under the loan agreement and/or security agreement. (c) No Modification. This Consent and Agreement is neither a modification of nor an amendment to the Assigned Agreement. (d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. (e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to have so waived or excused. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page64 of 67 September 2023 290 of 725 (f) Counterparts. This Consent and Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. (g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent and Agreement. (h) Severability. The invalidity or unenforceability of any provision of this Consent and Agreement shall not affect the validity or enforceability of any other provision of this Consent and Agreement, which shall remain in full force and effect. (i) Amendments. This Consent and Agreement may be modified, amended, or rescinded only by writing expressly referring to this Consent and Agreement and signed by all parties hereto. IN WITNESS WHEREOF, each of RCMU and Financing Provider has duly executed this Consent and Agreement as of the date first written above. [page intentionally left blank. Signature page to follow] City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page65 of 67 September 2023 291 of 725 City of Rancho Cucamonga(RCMU) By: Name: Title: KeyBank National Association(Financing Provider), as collateral agent By: Name: Title: ACKNOWLEDGEMENT The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a copy of any Default Notice it receives from RCMU to Financing Provider the next business day after receipt by Seller, and confirms that the Financing Provider identified above and the Secured Parties have provided or are providing financing to the undersigned. VS HW Napa A, LLC By: Valta Solar LLC Its: Manager By: Name: Mark Milius Title: Manager City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page66 of 67 September 2023 292 of 725 *** End of Appendix I*** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page67 of 67 September 2023 293 of 725 24941 Dana Point Harbor Drive, Suite C220 Dana Point, CA 92629 SepteEnber 6, 2023 RE: Industrial Zoning District Renewable Power Purchase Agreement — Appendix I - 13160 Napa Street, Rancho Cucamonga, California Dear Rancho Cucamonga City Council: Appendix I of the Industrial Zoning District Renewable Power Purchase Agreement for the rooftop solar facility to be located at 13160 Napa Street, which is titled Form of Consent to Assignment, is in final form and is in the process of being executed by our third-party financing partner. We would ask the City Council to approve and execute Appendix I at this time so this project is not delayed, with the understsanding that the third-party signature will be provided as soon as possible. Thank you for your consideration. Regar s, Mark Milius CEO of Valta Energy Page Iof1 294 of 725 ATTACHMENT 2 OPERATING MEMORANDUM This operating memorandum (the "Operating Memorandum"), effective September 6, 2023,between Speedway Commerce Center Development,LLC, ("Developer"),VS HW Napa A, LLC, a Delaware limited liability company ("Valta"), and the the City of Rancho Cucamonga, a California municipal corporation ("City"), acting as the Rancho Cucamonga Municipal Utility ("RCMU") (collectively, "the Parties"), is entered into pursuant to Section 34 of Development Agreement No. DRC2021-00175 dated January 19, 2022 between Developer and the City ("Development Agreement") regarding the Speedway Commerce Project located in Rancho Cucamonga, California("Project"). WHEREAS, Developer is the owner and developer of the Project; WHEREAS, Developer and City entered into the Development Agreement setting forth certain conditions and requirements regarding the development of the Project; WHEREAS, Section 11(G) of the Development Agreement requires Developer to install a "solar collector" renewable energy production facility ("Facility") as part of the Project and to execute a Power Purchase Agreement with RCMU for the sale of the renewable energy produced by the Facility; WHEREAS, Valta is a developer, owner and operator of renewable energy projects and has agreed pursuant to a separate agreement with Developer to fulfill the Section 11(G) requirements on Developer's behalf, and RCMU agrees to the same; and WHEREAS, the Parties desire to clarify the Development Agreement by way of this Operating Memorandum, as permitted by Section 34. NOW, THEREFORE, the Parties agree as follows: 1. The City acknowledges and agrees that the Development Agreement's requirements set forth in Section 11(G)may be performed by Valta, acting on behalf of Developer,and shall be considered satisfied in full by Valta, acting on behalf of Developer, once Valta has completed installation of the Facility, executed the Power Purchase Agreement in a form approved by RCMU, and achieved Commercial Operation (as defined in the Power Purchase Agreement). The City also expressly acknowledges that the City Engineer has confirmed that Valta, acting on behalf of Developer, has fulfilled the roof coverage requirement in Section 11(G) of the Development Agreement. 2. The Development Agreement's requirement that Developer execute a Power Purchase Agreement with RCMU within six (6) months of the Effective Date of the Development Agreement is satisfied in full by the Power Purchase Agreement between Valta, acting on behalf of Developer, and RCMU to be executed contemporaneously herewith. 3. The City acknowledges and agrees that upon(i)Valta and RCMU's execution of the Power Purchase Agreement and (ii) Developer's satisfaction of all other City permitting and building requirements, and conditions set forth in the Development Agreement, outside of 102094\16662237v3 Page 1 of 2 295 of 725 ATTACHMENT 2 those requirements in Section II(G) of the Development Agreement, a Certificate of Occupancy will be awarded for the Project, and shall not be revoked by the City in the event the Facility fails to meet the Commercial Operation Date set forth in the Power Purchase Agreement. The terms and conditions of the Development Agreement and Power Purchase Agreement shall remain in full force and effect. Any capitalized but undefined terms in this Operating Memorandum shall be defined as set forth in the Development Agreement. This Operating Memorandum may be executed in counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument City of Rancho Cucamonga By: Name: Title: Speedway Commerce Center Development, LLC VS HW Napa A, LLC By: By: Valta Solar LLC Name: Its: Manager Title: By: Name: Mark Milius Title: Manager Page 2 of 2 102094\16662237v3 296 of 725 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities SUBJECT: Consideration of a Power Purchase Agreement with VS BI 4th St RCMU, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 12434 Fourth Street, Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement and Any Related Documents. (CITY) RECOMMENDATION: Staff recommends the City Council consider a Power Purchase Agreement with VS BI 4th St RCMU, LLC to purchase the renewable energy and capacity from the proposed Solar Photovoltaic Project, located at 12434 Fourth Street, Rancho Cucamonga, California for a total of 3 megawatts and authorizing the City Manager or his designee to sign the Power Purchase Agreement and any related documents. BACKGROUND: On November 3, 2021, the City Council approved Ordinance No. 987, approving Development Agreement DRC2021-00180 between the City of Rancho Cucamonga and Bridge Point Rancho Cucamonga, LLC (Developer). As part of the Development Agreement, under Section 11-H, the Developer shall be responsible for installing a solar collector system that covers a percentage of the development project's total roof area, with such percentage based on the formula outlined in Rancho Cucamonga Municipal Code Section 17.76.020(B), as amended by Ordinance No. 982, which requires in part that the renewable energy system be built to generate an amount of electricity sufficient to meet the following criteria: (a.) annualized building demand based on the approved use; and (b.) annualized demand required to charge fully electric vehicles and trucks, assuming that all vehicles and trucks to the site are fully electric; and (c.) a reasonable rate of efficiency loss over 10 years. The final percentage of required roof area coverage shall be confirmed by the City Engineer. The Rancho Cucamonga Municipal Utility(RCMU)and Developer agree to negotiate and execute a Power Purchase Agreement (PPA) within six (6) months of the Effective Date, provided that no Certificate of Occupancy shall be issued for the project until the PPA is executed. The onsite renewable energy system shall be metered separately from the metered power usage demand of the project's two buildings. The PPA will commit the City to purchase all electricity produced by the project at market rate for at least 25 years, which market rate shall be specified in the executed PPA. RCMU, as a publicly owned electric utility is mandated to own and/or procure eligible renewable energy for compliance with the state's Renewable Portfolio Standard (RPS), where 60 percent of its energy portfolio must be procured from eligible renewable energy resources by 2030 and 100 percent of its electricity would need to come from eligible renewable resources by 2045. 297 of 725 ANALYSIS: In August 2022, RCMU began having preliminary discussions with the Developer and their solar contractor, Valta Energy, LLC (Valta) to discuss logistics of their project, estimated annualized building demand load with the goal of finalizing and executing a PPA. Negotiations between RCMU, Valta and the Developer continued for more than a year and has concluded with a PPA with the following terms, conditions and pricing: The proposed PPA will be a Solar Photovoltaic (PV) project (4t" Street Solar Project) that will be a 3-Megawatt(MW)rooftop generating facility located at 12434 Fourth Street in the City of Rancho Cucamonga with a contract term for 25 years. The contract price for energy from the project is $82 per Megawatt hour (MWh), fixed over the life of the contract. The expected commercial operation date of the Solar Project is December 1, 2024. Some of the benefits associated with the 4t" Street Solar Project include: Renewable Resource/Proximity to Load: • The project is located in Rancho Cucamonga and in RCMU's service area. It will interconnect directly to the RCMU's distribution circuit and will qualify for the California Energy Commission's (CEC's) Portfolio Content Category 1 under the state's RPS requirements. • The renewable generation at the local level removes transmission loss typically experienced in larger out of proximity solar projects, allowing RCMU to capture and use more of the generation. • The Solar PV generation locally will help offset the forecasted increase in electrical use in the building, which will help meet the City's greenhouse gas emission reduction targets. • It provides a renewable source dedicated to RCMU, which increases the Utility's resiliency and ability to meet State mandates for renewable energy. Portfolio Fit: • The project size is a good match for RCMU's renewable energy requirements and will fit nicely into RCMU's renewable portfolio, adding an additional 11% of RCMU's annual renewable energy requirements in 2025. • Solar PV typically produces energy during the hours when RCMU's peak loads are occurring, so production aligns well with RCMU's load demand. Viability: • The solar project developer, Valta is very experienced and credible, with several utility- scale solar projects already completed and operating. • Solar PV is a proven renewable technology, with minimal development risk and numerous utility scale projects operating worldwide for many years. Cost: • The contract price is $82 per MWh fixed each year of the 25-year contract term after the commercial operation date. Though the contract price of$82 per MWh is higher than other larger utility scale (20 MW or higher) Solar PV projects outside of RCMU's service area (which ranged from $40-$50 per MWh), RCMU cannot take on the additional power of these larger scale projects without additional utility partners, so the sizing and price of the 41" Street Solar project is appropriate for what RCMU needs at this time. RCMU will pay only for the energy that is delivered at the fixed price and no inflator is included in this contract. Since this is a PPA, RCMU will not have ownership in the project and will not incur any capital expenditures. Page 2 298 of 725 Some of the risks associated with the 4th Street Solar Project include: • The energy output can be variable due to the intermittency of Solar PV, cloud cover and other weather conditions. • Like all other long-term commitments, the proposed agreement carries financial and compliance risks. The risks are primarily related to the possibility that: (1.) future alternative renewable resources may have a lower price and/or (2.) the 4th Street Solar Project does not produce the output as expected. • The 4th Street Solar Project term is for 25 years. The City Council adopted an Energy Risk Management Policy on April 18, 2012, indicating a maximum term of any supply resource transaction (purchase or sale)should be 10 years, unless specifically approved by the City Council. The longer term will meet RCMU's long-term portfolio planning objectives, but provides some risk due to a longer term fixed rate for RCMU's renewable energy needs. The 4th Street Solar Project agreement is for energy, capacity and all environmental attributes. The annual contract quantity for RCMU is estimated to be approximately 6,900 MWh of energy in the project's first year of operation. This contract is expected to provide an additional 11% of RCMU's annual renewable energy requirements in 2025, allowing RCMU to continue to meet or exceed the state's RPS requirement of 50% renewables by the end of 2027. RCMU staff, RCMU's outside legal counsel, and the City Attorney have all reviewed and approved the attached PPA between the City and VS BI 4th St RCMU, LLC and indicated no objections to the proposed agreement. RCMU shall strive to procure adequate and eligible supplies of renewable energy resources to meet the procurement targets and portfolio content categories as set forth in the City's RPS Procurement Plan. Consistent with the Plan, approval of the 411 Street Solar Project will help RCMU achieve regulatory compliance as well as meet RPS goals in a cost-effective manner. RCMU will continue to look at different business models and renewable PPA rate structures for future solar PV projects in order to maintain equity for all customers. FISCAL IMPACT: The approval of the 4th Street Solar Project's Power Purchase Agreement with VS BI 4th St RCMU, LLC would result in RCMU paying $82/MWh in solar renewable energy. With a 25 year levelized MWh, this would be approximately $519,430/year. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: The approval of the Power Purchase Agreement will enhance the City's position as the premier community in our region by expanding the use of renewable energy resources within RCMU's service area. ATTACHMENT: Attachment 1 - Power Purchase Agreement Page 3 299 of 725 ATTACHMENT 1 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT between CITY OF RANCHO CUCAMONGA and VS BI 41h St RCMU, LLC 300 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT TABLE OF CONTENT 1. DOCUMENTS INCLUDED.............................................................................. 3 2. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE ................. 3 3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT................................................... 7 4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS ..........................................................................................11 5. REPRESENTATION AND WARRANTIES; COVENANTS.............................12 6. GENERAL CONDITIONS ..............................................................................15 7. INDEMNITY...................................................................................................19 8. LIMITATION OF DAMAGES ........................................................................20 9. INSURANCE...................................................................................................20 10. NOTICES........................................................................................................23 11. FORCE MAJEURE.........................................................................................23 12. EVENTS OF DEFAULT AND TERMINATION ..............................................24 13. GOVERNMENTAL CHARGES......................................................................27 14. RELEASE OF INFORMATION AND RECORDING CONVERSATION.........28 15. ASSIGNMENT................................................................................................28 16. GOVERNING LAW........................................................................................29 17. DISPUTE RESOLUTION................................................................................29 18. MISCELLANEOUS.........................................................................................30 APPENDIX A-DEFINITIONS.................................................................................................34 APPENDIX B-COMMERCIAL OPERATION DATE CONFIRMATION LETTER.................44 APPENDIX C-FORECASTING REQUIREMENTS.................................................................45 APPENDIX D-DESCRIPTION OF THE FACILITY................................................................46 APPENDIX E-INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS...........................................................................54 APPENDIX F-CONTRACT QUANTITY SCHEDULE ............................................................56 APPENDIX G-NOTICES LIST ...............................................................................................58 APPENDIX H-FORM OF LETTER OF CREDIT....................................................................61 APPENDIX I- FORM OF CONSENT TO ASSIGNMENT City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 2 of 68 Septegftbfg2§ INDUSTRIAL ZONING DISTRICT E: RENEWABLE POWER PURCHASE AGREEMENT The City of Rancho Cucamonga, acting by and through the Rancho Cucamonga Municipal Utility, a municipal corporation organized and existing under the laws of the State of California("Buyer" or"RCMU"), and VS BI 4th St RCMU, LLC ("Seller"), a Delaware limited liability company, hereby enter into this Power Purchase Agreement("Agreement") made and effective as of the Execution Date. Seller and Buyer are sometimes referred to in this Agreement jointly as "Parties" or individually as "Party." In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows: 1. DOCUMENTS INCLUDED This Agreement includes the following appendices, which are specifically incorporated herein and made a part of this Agreement: Appendix A Definitions Appendix B Commercial Operation Date Confirmation Letter Appendix C Forecasting Requirements Appendix D Description of the Facility Appendix E Seller's Milestone Schedule Appendix F Contract Quantity Schedule Appendix G Notices List Appendix H Form of Letter of Credit Appendix I Form of Consent to Assignment This Agreement specifically incorporates herein by reference as if appended hereto the following documents (collectively referred to herein as the"Referenced Documents"): To the extent any provisions of the Interconnection Agreement or Referenced Documents conflict with any other provisions of this Agreement, the other provisions of the Agreement shall control. 2. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE This Agreement governs Buyer's purchase of the Product from the electrical generating facility (hereinafter referred to as the "Facility" or"Project") as described in this Section. 2.1. Facility Location. The Facility will be physically located at 12434 Fourth Street, Rancho Cucamonga, California, 91739, on one or more areas of the rooftop of Building No. 1 and/or Building No. 2 (collectively, the "Building"), which areas shall be selected by Seller in its sole discretion. Any portion of the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page3 of 68 September 2023 302 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Building on which the Facility is not installed shall be explicitly deemed to be excluded from the Facility. 2.2. Facili . Name. The Facility is named VS BI 4ffi St RCMU, LLC. 2.2.1. The Facility's renewable resource is solar photovoltaic energy. 2.3. Interconnection Point. The Facility is connected to the Rancho Cucamonga Municipal Utility (RCMU's) electric system at a 480V distribution circuit at a service voltage of 12 W. 2.4. Delivery Point. The Delivery Point for Energy is the Interconnection Point. 2.5. Facili . Description. Seller shall provide to Buyer a description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the expected interconnection of the Facility and loads with the Transmission/Distribution Owner's electric distribution system, which shall be attached and incorporated herein as Appendix D. From time to time prior to the Commercial Operation Date, Seller shall update the Facility description and all associated PPA exhibits as necessary to reflect updates or additional technical details as they become available. The Parties acknowledge and agree that in the event the Parties agree to update or modify the Facility following the Execution Date, Seller shall be entitled to a reasonable extension to all Seller deadlines contained in this Agreement, including but not limited to the expected Commercial Operation Date specified in Section 2.6.1, to allow Seller to complete any necessary updates to the Facility design, layout, permitting, and to procure any additional equipment that is required as a result of such Facility updates. 2.6. Commercial Operation. 2.6.1. The Facility's expected Commercial Operation Date is December 1, 2024. In no event shall issuance of the Certificate of Occupancy for the Building be dependent on, or delayed due to, the timing of Commercial Operation. 2.6.2. Seller shall achieve Commercial Operation no later than the expected Commercial Operation Date specified in Section 2.6.1, which expected Commercial Operation Date may be extended for only the following reasons: 2.6.2.1. The Commercial Operation Date may be extended for up to twelve(12)months. Seller must submit a request for extension of the Commercial Operation Date to RCMU in writing, describing in reasonable detail the cause of the delay, at least thirty(30) days prior to the expected Commercial Operation Date. Any decision City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page4 of 68 September 2023 303 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT to grant such extension will be made at the discretion of RCMU, which shall not be unreasonably withheld,conditioned or delayed. 2.6.2.2. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents, payment of all applicable fees, and completion of all electric system upgrades needed, if any) to have the Project physically interconnected to the Transmission/Distribution Owner's distribution system,but fails to secure any necessary commitments from the Transmission/Distribution Owner for such interconnection and upgrades due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended for the number of days necessary to physically interconnect the Facility; provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than twelve (12) months; or 2.6.2.3. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents and payment of all applicable fees, if any)to obtain permits necessary to construct and operate the facility and has taken all commercially reasonable actions to satisfy the conditions of Section 2.6.5.1, 2.6.5.2, 2.6.5.6 and 2.6.5.9, but fails to secure any such permits or satisfy the conditions of Sections 2.6.5.1, 2.6.5.2, 2.6.5.6 and 2.6.5.9 due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended for the number of days necessary to secure such permits; provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than twelve (12) months; or 2.6.2.4. In the event of Force Maj eure, the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day-to-day basis for a cumulative period of not more than twenty-four(24) months; provided that Seller complies with Section 10; or 2.6.2.5. In the event of a breach by Buyer of its obligations hereunder that prevents Seller from achieving the expected Commercial Operation Date or if Buyer has otherwise has not made all necessary arrangements to receive the Product at the Delivery Point, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day-to-day basis; provided that Seller complies with Section 10. 2.6.3. Seller shall provide Notice to Buyer of the anticipated Commercial Operation Date of the Facility at least thirty(30) days prior to such date. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pages of 68 September 2023 304 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 2.6.4. If Seller is unable to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, then Seller shall have the option to either(i) terminate the Agreement, in which case Buyer may retain the full Reservation Deposit, or(ii)pay to Buyer daily delay damages in the amount of twenty cents ($0.20) for each kilowatt of Contract Capacity for each day beyond the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, that Seller requires to achieve Commercial Operation. For avoidance of doubt, if the expected Commercial Operation Date specified in Section 2.6.1 is extended pursuant to Section 2.6.2, then no daily delay damages shall be owed to Buyer for the period of such extension. For the avoidance of doubt, the Parties acknowledge and agree that the issuance of the Building's Certificate of Occupancy shall not be affected, conditioned, or delayed in any way by Seller's failure to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1 (as the same may be extended pursuant to Section 2.6.2). 2.6.5. Commercial Operation shall occur only when all of the following conditions have been satisfied: 2.6.5.1. the Facility's status as an Eligible Renewable Energy Resource is demonstrated by Seller's receipt of pre-certification from the CEC; 2.6.5.2. the Parties have executed and exchanged the "Commercial Operation Date Confirmation Letter" attached as Appendix B; 2.6.5.3. Seller and Buyer have executed the Self Generation Facility Interconnection Agreement relating to the Facility and Seller is in compliance with the terms set forth therein; 2.6.5.4. Seller has furnished to Buyer all insurance documents required under Section 9; 2.6.5.5. Seller has provided at least thirty(30) days' Notice prior to the Commercial Operation Date as required under Section 2.6.3; 2.6.5.6. Seller has obtained all permits necessary to operate the Facility and is in compliance with all Laws applicable to the operation of the Facility; 2.6.5.7. Seller has successfully installed and tested the Facility at its full Contract Capacity, and the Facility is capable of reliably generating at its full Contract Capacity; and 2.6.5.8. Seller has satisfied the Collateral Requirement set forth in Section 3.9. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page6 of 68 September 2023 305 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING 3.1. Contract Capacity. The Contract Capacity is as follows: 3,000kW, alternating current(AC), which capacity shall be subject to increase upon the mutual consent of the Parties. 3.2. Contract Quantity. 3.2.1. The "Contract Quantity" during each Contract Year is the amount set forth in the applicable Contract Year in the"Delivery Term Contract Quantity Schedule," set forth in Appendix F , which amount is net of Station Use. Seller shall have the option to update the Delivery Term Contract Quantity Schedule one (1) time prior to Commercial Operation Date by an amount not to exceed a five percent(5%) increase or decrease from the Contract Quantity specified as of the Execution Date. 3.2.2. At least ninety(90) days prior to the Commercial Operation Date, Seller shall provide Notice to Buyer that includes the following information(i) the new Contract Capacity, if any, consistent with Section 3.1; and(ii)the date upon which the changed Contract Capacity will be available to Buyer. 3.2.3. Within thirty(30) days of receiving Notice from Seller pursuant to Section 3.2.2., the City Manager shall cause the Contract Quantity values specified in Appendix F to be adjusted pro rata to the change in Contract Capacity as set forth in Section 3.2.1 for the applicable Contract Years and such modification shall be considered an element of the administration of this Agreement and shall not require the consent of the Parties hereto. Upon such modification, the City Manager shall promptly provide a copy of such revised Appendix F to Seller. 3.3. Transaction. During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or associated with the Facility that is delivered to the Delivery Point. In no event shall Seller have the right to procure the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. Notwithstanding the foregoing, this Agreement shall not limit the development, construction, ownership, or operation of any other electrical generating facility or project at the Building or Bridge Point Rancho Cucamonga Development(any such facility or project, an "Other Project"), and any Other Project shall not constitute the Facility for the purposes of(and shall not be bound by) this Agreement. 3.4. Term of Agreement; Survival of Rights and Obligations. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pagel of 68 September 2023 306 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 3.4.1. The term of this Agreement shall commence upon the Execution Date and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 2.6.4, 11.4 or Article 12 of this Agreement (the"Term"). 3.4.2. Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller's or Buyer's covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. 3.5. Delivery Term. Seller shall deliver the Product (from any and all generation technologies) from the Facility to Buyer for a period of twenty-five (25) Contract Years. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. 3.6. Contract Price. 3.6.1. Throughout the Delivery Term, and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be eighty-two dollars ($82.0Q)per MWh of Delivered Energy. 3.6.2. In any Contract Year, if the amount of Delivered Energy exceeds one hundred twenty percent(120%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred twenty percent (120%) shall be adjusted to be seventy-five percent(75%) of the applicable Contract Price. 3.6.3. Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of. (a)Notice from Buyer that Buyer has been instructed by the CAISO or Southern California Edison Company or any other jurisdictional entity that Buyer is required to curtail Energy deliveries; or(b)Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency, including an instruction from Buyer in response to an Emergency; or(c)Notice of a Curtailment Order issued by Buyer, other than an instruction from Buyer pursuant to subsection (b); provided, however, Buyer shall be obligated to pay Seller for any Product Seller would have been able to deliver but for the fact of a curtailment pursuant to subsection(c) of this Section 3.6.3 and also in the event of a curtailment order or curtailment instruction due to oversupply of electricity on the grid or due to the availability of lower cost energy. Buyer shall have no obligation to pay Seller for any Product delivered in violation of this Section 3.6.3. Seller shall assume all liability and reimburse Buyer for any and all costs and charges incurred by Buyer, including but not limited to City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page8 of 68 September 2023 307 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3. Buyer shall have no obligation to pay Seller for any Product that Seller would have been able to deliver but for the fact of curtailment pursuant to subsection (b) of the first sentence of this Section 3.6.3. 3.6.4. Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order; provided, however, Buyer shall issue a Curtailment Order for any Buyer-directed curtailment of the production of the Facility. Buyer shall pay Seller the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order ("Paid Curtailed Product") as calculated pursuant to Section 3.6.5. 3.6.5. No later than fifteen(15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product the Facility would have been able to deliver under Sections 3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability, weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order. Upon Buyer's request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller's calculation. 3.7. Billing. 3.7.1. The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point, regardless of circumstance, except as set forth in Section 3.6.4. Buyer will not be obligated to pay Seller for any Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. 3.7.2. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or Check Meter, as applicable,plus any Paid Curtailed Product, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. 3.7.3. On or before the last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and issue an invoice showing the calculation of the payment. Seller shall also provide to Buyer: (a) records of metered data sufficient to document and City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page9 of 68 September 2023 308 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT verify the generation of Delivered Energy by the Facility during the preceding month; and(b) an invoice, in the format specified by Buyer. 3.7.4. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved, but the applicable Party shall promptly pay all undisputed amounts. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution as provided in Article 17. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within thirty(30) days of such resolution. 3.7.5. All interest paid or payable under this Agreement shall be computed as simple interest using the Interest Rate and, unless specified otherwise in this Agreement, shall be paid concurrently with the payment or refund of the underlying amount on which such interest is payable. 3.8. Title and Risk of Loss. Title to and risk of loss related to the Product from the Facility shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Product from the Facility free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any person. 3.9. Collateral Requirement. On or before the Commercial Operation Date, Seller shall post and thereafter maintain a collateral requirement equal to sixty dollars ($60.00) for each kilowatt of Contract Capacity in the form of a cash deposit to RCMU, a performance bond, or a Letter of Credit, to be determined at Seller's sole discretion(the "Collateral Requirement"). The Collateral Requirement shall be posted to Buyer and maintained at all times during the Delivery Term. Buyer shall be entitled to draw upon the Collateral Requirement for any damages arising upon Buyer's declaration of an Early Termination Date as set forth in Section 12.3. In the event that Buyer draws on the Collateral Requirement, Seller shall promptly replenish such Collateral Requirement to the amount specified in this Section 3.9. Buyer shall return the unused portion of the Collateral Requirement to Seller promptly at the end of the Delivery Term, once all payment obligations of the Seller under this Agreement have been satisfied. Buyer shall pay simple interest on cash held to satisfy the Collateral Requirements at the rate and in the manner set forth in Section 3.7.5. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 10 of 68 September 2023 309 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS 4.1. Green Attributes. Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project. 4.2. Conveyance of Product. Throughout the Delivery Term, Seller shall provide and convey the Product to Buyer in accordance with the terms of this Agreement, and Buyer shall have the exclusive right to the Product. Subject to Section 4.6, Seller shall, at its own cost, take all actions and execute all documents or instruments that are reasonable and necessary to effectuate the use of the Green Attributes, Resource Adequacy Benefits, if any, and Capacity Attributes, if any, for Buyer's benefit throughout the Delivery Term. 4.3. WREGIS. Seller shall cause and allow Buyer, or Buyer's agent, to be the "Qualified Reporting Entity" and"Account Holder" (as such terms are defined by WREGIS) for the Facility within thirty (30) days after the Commercial Operation Date. In the event that Buyer is not the Qualified Reporting Entity, Seller shall, at its sole expense, take all actions necessary and provide any documentation requested by Buyer in support of WREGIS account administration and compliance with the California Renewables Portfolio Standard. Subject to Section 4.6, Seller, at its sole expense, shall take all necessary steps and submit/file all necessary documentation to ensure that the Facility remains an Eligible Renewable Energy Resource throughout the Delivery Term as outlined in Section 4.5 and that all WREGIS Certificates associated with the Product accrue to Buyer and will satisfy the requirements of the California Renewables Portfolio Standard. 4.4. Resource Adequacy Benefits. 4.4.1. During the Delivery Term and subject to Section 4.6, Seller grants,pledges, assigns and otherwise commits to Buyer all of the Contract Capacity, including Capacity Attributes, if any, from the Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CAISO or other regional entity may prescribe ("Resource Adequacy Requirements"). 4.4.2. Seller shall cooperate in good faith with and comply with reasonable requests of Buyer to enable Buyer to maximize any Resource Adequacy Benefits attributable to the Facility or any credits that reduce the Resource Adequacy Requirements of the Buyer; provided, however, Seller shall bear no additional costs and shall have no obligation to make any physical modifications to the Facility or Project. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page l l of 68 September 2023 310 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 4.5. Eligible Renewable Energy Resource. Subject to Section 4.6, Seller shall take all actions necessary to achieve and maintain status as an Eligible Renewable Energy Resource ("ERR")throughout the Delivery Term. Within thirty(30) days after the Commercial Operation Date, Seller shall file an application or other appropriate request with the CEC for CEC Certification for the Facility. Seller shall expeditiously seek CEC Certification, including promptly responding to any requests for information from the requesting authority. 4.6. Compliance Expenditure Cap. If a change in Law occurring after the Effective Date has increased Seller's known or reasonably expected costs to comply with Seller's obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer's use of any Product, then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses ("Compliance Costs") Seller shall be required to pay during the Delivery Term to comply with all such obligations shall be capped at fifteen thousand dollars ($15,000) per MW of Contract Capacity("Compliance Expenditure Cap"). Any actions required for Seller to comply with its obligations set forth in this Article 4, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the "Compliance Actions." Seller's internal administrative costs associated with obtaining, maintaining, conveying, or effectuating Buyer's use of the Product are excluded from the Compliance Expenditure Cap. If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, then Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer shall have sixty(60) days to evaluate such Notice (during which time Seller shall not be obligated to take any Compliance Actions) and shall, within such time, either(a) agree to reimburse Seller for all or some portion of the Compliance Costs (such Buyer-agreed costs, the"Accepted Compliance Costs") or(b) waive Seller's obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs and Buyer shall reimburse Seller for Seller's actual costs to effect the Compliance Actions within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller. 5. REPRESENTATION AND WARRANTIES; COVENANTS 5.1. Representations and Warranties. On the Execution Date, each Party represents and warrants to the other Party that: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 12 of 68 September 2023 311 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 5.1.1. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 5.1.2. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws; 5.1.3. this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms; 5.1.4. it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; 5.1.5. there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and 5.1.6. the Contract Capacity is deemed sufficient to satisfy the requirements of Section 17.76.020 of Chapter 17.76 of(Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code and Section I LH of Ordinance No. 987 (Bridge Point Rancho Cucamonga, LLC's Development Agreement)throughout the Term. 5.2. General Covenants. Each Party covenants that throughout the Term of this Agreement: 5.2.1. it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 5.2.2. it shall maintain(or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and 5.2.3. it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law. 5.3. Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants specified in Sections 5.1 and 5.2, Seller makes the following additional representations, warranties and covenants to Buyer, as of the Commercial Operation Date: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 13 of 68 September 2023 312 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 5.3.1. Seller has met all applicable legal and regulatory requirements to sell wholesale electricity in California; 5.3.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i)the Project qualifies and is certified by the CEC as an ERR as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and(ii) the Project's output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law, subject to Section 4.6; 5.3.3. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in the California Energy Commission's Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities adopted on December 22, 2020, and as may be modified by subsequent decision of the California Energy Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law, subject to Section 4.6; 5.3.4. Throughout the Delivery Term, Seller shall: (a) own and operate (or contract for the operation of) the Facility; (b) deliver the Product to Buyer free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any individual or entity; and(c) hold the rights to all of the Product; 5.3.5. Seller is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Buyer in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement; 5.3.6. Throughout the Delivery Term, except during a Buyer Event of Default: (a) Seller shall not convey, transfer, allocate, designate, award, report or otherwise provide any or all of the Product, or any portion thereof, or any benefits derived therefrom, to any party other than Buyer; and(b) Seller shall not start-up or operate the Facility per instruction of or for the benefit of any third party, except as required by other Laws; City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 14 of 68 September 2023 313 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 5.3.7. The construction of the Facility shall comply with all applicable Laws, including applicable state and local laws, building standards, and interconnection requirements; 5.3.8. During the Delivery Term, no other person or entity, including any other generating facility, has any rights in connection with Seller's Interconnection Agreement or Seller's Interconnection Facilities and no other persons or entities shall have any such rights during the Term; 5.3.9. During the Delivery Term, Seller shall not allow any other person or entity, including any other generating facility, to use Seller's Interconnection Facilities; and 5.3.10. All representations made by Seller in its Industrial Zoning District Renewable PPA Application, as may be amended, are true and correct. 6. GENERAL CONDITIONS 6.1. Interconnection Requirements. Seller shall be responsible for the cost of one (1)transformer, however any and all other costs related to the interconnection of the Facility with the Transmission/Distribution Owner's electricity distribution system shall be paid in full by RCMU and shall comply with all contractual, metering, and applicable interconnection requirements, including those set forth in the RCMU Electric Service Rule - Generating Facility Interconnections, Transmission/Distribution Owner's applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, and all applicable Laws so as to be able to deliver Energy to the Delivery Point. Seller shall provide and maintain during the Delivery Term, at its cost, all data processing gateways or remote intelligence gateways, telemetering equipment and data acquisition services, and associated measuring and recording equipment necessary to meet all applicable WREGIS and RCMU requirements applicable to the Facility during the Delivery Term. 6.2. Metering Requirements. 6.2.1. All Energy from the Project must be delivered through a single revenue quality meter and that meter must be dedicated exclusively to the Project. All Delivered Energy purchased under this Agreement must be measured by the Project's revenue quality meter(s) to be eligible for payment under this Agreement. Seller shall bear all costs relating to all metering equipment installed to accommodate the Project. 6.2.2. Buyer may, at its sole cost, furnish and install one Check Meter at the interconnection associated with the Facility at a location provided by Seller that is compliant with Buyer's electric service requirements and accessible by the Buyer or the Buyer's Agent. The Check Meter may be interconnected with Buyer's communication network, or the communication network of City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 15 of 68 September 2023 314 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Buyer's Agent, to permit periodic, remote collection of revenue quality meter data. In the event that Buyer elects to install a Check Meter, Buyer may compare the Check Meter data to the Facility's revenue meter data. If the deviation between the Facility's revenue meter data and the Check Meter data for any comparison is greater than 0.3%, Buyer may provide Notice to Seller of such deviation and the Parties shall mutually arrange for a meter check or recertification of the Check Meter or the Facility's revenue meter, as applicable. Each Party shall bear its own costs for any meter check or recertification. Testing procedures and standards for the Check Meter shall be the same as for a comparable Buyer-owned meter. Parties shall have the right to have representatives present during all such tests. The Check Meter, is intended to be used for the Buyer's "Qualified Reporting Entity"to be used to report the Facility's green attribute resource. The Check Meter can also be used for back-up purposes in the event of a failure or other malfunction of the Facility's revenue meter, and Check Meter data shall only be used to validate the Facility's revenue meter data and, in the event of a failure or other malfunction of the Facility's revenue meter, in place of the Facility's revenue meter until such time that the Facility's revenue meter is recertified. 6.3. Meter Data. Seller hereby agrees to provide all meter data to Buyer in a XML file format, including any inspection, testing and calibration data and reports. Seller shall grant Buyer and Buyer's agent the right to retrieve the meter readings from Seller or Seller's meter reading agent. 6.4. Standard of Care. Seller shall: (a) maintain and operate the Facility and Interconnection Facilities in conformance with RCMU Generating Facility Interconnections, all applicable Laws, and Prudent Electrical Practices; and (b) obtain any governmental authorizations and permits required for the construction and operation of the Facility and Interconnection Facilities in compliance with all applicable RCMU rules and Prudent Electrical Practices. Seller shall reimburse Buyer for any and all losses, damages, claims, penalties, or liability Buyer incurs as a result of Seller's failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility throughout the Term of this Agreement. 6.5. Access Rights. 6.5.1. Operations Logs. Seller shall maintain a complete and accurate log of all material operations and maintenance information on a daily basis. Such log shall include,but not be limited to, information on power production, fuel consumption(if applicable), efficiency, availability, maintenance performed, outages, results of inspections, manufacturer recommended services, replacements, electrical characteristics of the generators, control settings or adjustments of equipment and protective devices. Seller shall provide this information electronically to Buyer within twenty(20) days of Buyer's request. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 16 of 68 September 2023 315 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 6.5.2. Access Rights. Buyer, its authorized agents, employees and inspectors may, on reasonable advance notice under the circumstances, visit the Project during normal business hours for purposes reasonably connected with this Agreement, subject to the limits of Seller's site control. Buyer, its authorized agents, employees and inspectors must (a) at all times adhere to all safety and security procedures as may be required by Seller; and(b) not interfere with the operation of the Project, the Building, or the Bridge Point Rancho Cucamonga Development. Buyer shall make reasonable efforts to coordinate its emergency activities with the safety and security departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator's safety and security departments, if any exist. 6.6. Protection of PropertX. Seller shall be solely responsible for protecting its own facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the Transmission/Distribution Owner's facilities. Buyer shall not be liable for any such damages so caused. 6.7. Forecasting. Seller shall comply with the forecasting requirements in Appendix C. 6.8. Greenhouse Gas Emissions. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions attributable to the generation of Energy, including, but not limited to, reporting, registering, tracking, allocating for or accounting for such emissions. Promptly following Buyer's written request accompanied by supporting documentation that such actions or information have been required by a Governmental Authority, Seller agrees to take all commercially reasonable actions and execute or provide any and all documents, information, or instruments with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such Governmental Authority requirements, if any. 6.9. Reporting and Record Retention. 6.9.1. Seller shall use commercially reasonable efforts to meet the Milestone Schedule set forth in Appendix E and avoid or minimize any delays in meeting such schedule; provided, however Seller shall not incur penalties for failure to meet the target dates in the Milestone Schedule except as specified in Section 2.6.4. Seller shall provide Project development status reports in a format and a frequency, which shall not exceed one (1)report per month. The report shall describe Seller's progress relative to the development, construction, and startup of the Facility, as well as a Notice of any anticipated change to the Commercial Operation Date and whether Seller is on schedule to meet the Commercial Operation Date. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 17 of 68 September 2023 316 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 6.9.2. Seller shall within thirty(30) Business Days of receipt thereof provide to Buyer copies of any Interconnection Agreement and all other material reports, studies and analyses furnished by any Transmission/Distribution Owner, and any material correspondence with the Transmission/Distribution Owner related thereto, concerning the interconnection of the Facility to the Transmission/Distribution Owner's electric system or the transmission of Energy on the Transmission/Distribution Owners' electric system. 6.9.3. Seller shall provide to Buyer on the Commercial Operation Date, and within thirty (30) days after the completion of each Contract Year thereafter during the Delivery Term, a copy of any inspection and maintenance report regarding the Facility that was also provided to the Transmission/Distribution Owner during the previous Contract Year. 6.10. Tax Withholding Documentation. Upon Buyer's request if required by Buyer to comply with its tax reporting or withholding obligation, Seller shall promptly provide to Buyer Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalent), completed with Seller's information, and any other documentation necessary for Buyer to comply with its tax reporting or withholding obligations with respect to Seller. 6.11. Modifications to Facility. During the Delivery Term, Seller shall not materially modify or alter the Facility without the written consent of Buyer(which consent shall not be unreasonably withheld) in a way that would result in: (a) movement of the Site, (b) changes that may materially increase or decrease the expected output of the Facility other than as allowed under Section 3.2, (c) changes that may materially affect the generation profile of the Facility, (d) changes that may affect the ability to accurately measure the output of Product from the Facility and(e) changes that conflict with elections, information, or requirements specified elsewhere in this Agreement. Material modifications or alterations do not include maintenance, restoration, repairs, and repowering performed to maintain the Contract Capacity throughout the Delivery Term and in accordance with Prudent Electrical Practices. Seller shall provide to Buyer Notice not less than ninety (90) days before any proposed repowering, modification, or alteration occurs describing the repowering, modification, or alteration to Buyer's reasonable satisfaction. 6.12. No Additional Incentives. Seller agrees that during the Term of this Agreement it shall not seek additional compensation or other benefits pursuant to the Self-Generation Incentive Program, as defined in CPUC Decision 01-03- 073, the California Solar Initiative, as defined in CPUC Decision 06-01-024, Buyer's net energy metering tariff, or other similar California ratepayer subsidized program relating to energy production with respect to the Facility. 6.13. Site Control. Seller shall have Site Control as of the earlier of: (a)the Commercial Operation Date; or(b) any date before the Commercial Operation Date to the extent necessary for the Seller to perform its obligations under this City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 18 of 68 September 2023 317 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT Agreement and, in each case, Seller shall maintain Site Control throughout the Delivery Term. Seller shall promptly provide Buyer with Notice if there is any material adverse change in the status of Seller's Site Control. 7. INDEMNITY 7.1. Indemnification. 7.1.1. To the full extent permitted by law, Seller shall indemnify, defend and hold harmless Buyer, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, and/or caused in whole or in part by any negligent or wrongful act, error, or omission of Seller or by any individual or agency for which Seller is legally liable, including officers, agents, employees or subcontractors of Seller. 7.1.2. To the full extent permitted by law, Buyer shall defend, indemnify and hold harmless the Seller, its employees, officers, agents, and representatives from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether, actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs and expert witness fees) which arise out of, are a consequence of, or are in any way attributable to, or in connection with the negligent or wrongful act, error or omission of Buyer or by any individual or agency for which such Buyer is legally liable, including officers, agents, or employees of Buyer. 7.1.3. Nothing in this Section 7.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. No Party shall be indemnified for any damages resulting from its gross negligence, intentional acts, or willful misconduct or for the gross negligence or willful misconduct of its Affiliates, directors, officers, employees and agents. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. 7.2. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. Seller agrees to indemnify, defend, and hold harmless, Buyer for any costs incurred by Buyer if and to the extent that Seller's actions or inactions directly cause Buyer to become required, whether statutorily or otherwise, to bear the cost of any City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page 19 of 68 September 2023 318 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT decommissioning or demolition of the Facility or any action reasonably necessary to abate, investigate, or remediate a violation of any environmental law by Seller. The indemnity requirements set forth in this Section 7 shall survive the termination of this Agreement. 8. LIMITATION OF DAMAGES EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 7 (INDEMNITY), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. 9. INSURANCE 9.1. Insurance Coverage. Seller shall, at its own expense, starting on the Execution Date and until the end of the Term, and for such additional periods as may be specified below, provide and maintain for the Facility in effect the following insurance policies and minimum limits of coverage as specified below, and such additional coverage as may be required by Law, with insurance companies authorized to do business in the state in which the services are to be performed, with an A.M. Best's Insurance Rating of not less than A-:VII. 9.1.1. Commercial General Liability Insurance. Commercial general liability insurance, written on an occurrence, not claims-made basis, covering all Facility operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage,personal and advertising injury, products/completed operations, contractual liability,premises-operations, owners and contractors protective, hazard, explosion, collapse and underground. Such insurance must bear a combined single limit per occurrence and annual aggregate of not less than five million dollars ($5,000,000.00), exclusive of defense costs, for all coverages. Such insurance must contain standard cross-liability and severability of interest provisions. The Seller shall name the Buyer, its officers, officials, employees, and volunteers as additional insureds on the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page20 of 68 September 2023 319 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT completed operations policy. The completed operations policy shall be as broad as one of the following ISO forms CG 20 37, 2039, or CG 20 40. Completed operations coverage must be maintained for a period of not less than four(4)years after this Agreement terminates. If Seller elects, with Buyer's written concurrence, to use a"claims made" form of commercial general liability insurance, then the following additional requirements apply: (a)the retroactive date of the policy must be prior to the Execution Date; and (b) either the coverage must be maintained for a period of not less than four (4)years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four(4)years after this Agreement terminates. Governmental agencies which have an established record of self-insurance may provide the required coverage through self-insurance. 9.1.2. Workers' Compensation Insurance. Workers' compensation insurance with statutory limits, as required by the state having jurisdiction over Seller's employees, and employer's liability insurance with limits of not less than: (a)bodily injury by accident - one million dollars ($1,000,000.00) each accident; (b)bodily injury by disease - one million dollars ($1,000,000.00) policy limit; and(c)bodily injury by disease - one million dollars ($1,000,000.00) each employee. 9.1.3. Commercial Automobile Liability Insurance. Commercial automobile liability insurance covering bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance must cover liability arising out of Seller's use of all owned, non-owned and hired automobiles in the performance of the Agreement. 9.1.4. Umbrella/excess liability Insurance. Umbrella/excess liability insurance, written on an occurrence, not claims-made basis, providing coverage excess of the underlying employer's liability, commercial general liability, and commercial automobile liability insurance, on terms at least as broad as the underlying coverage, with limits of not less than four million dollars ($4,000,000.00)per occurrence and in the annual aggregate. 9.1.5. Pollution Liability Insurance. If the scope of work involves areas of known pollutants or contaminants, pollution liability coverage will be required to cover bodily injury,property damage, including clean-up costs and defense costs resulting from sudden, and accidental conditions, including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water shall be maintained. The limit will not be less than one million dollars ($1,000,000.00)per occurrence or claim, and $2,000,000 policy aggregate for bodily injury and property damage. The policy will endorse RCMU as additional insured. If the contractor maintains City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page21 of 68 September 2023 320 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 9.2. Additional Insurance Provisions. 9.2.1. On or before the later of(a) sixty (60) days after the Execution Date and(b) the date immediately preceding commencement of construction of the Facility, and again within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required above, written on forms and with deductibles reasonably acceptable to Buyer. Notwithstanding the foregoing sentence, Seller shall in no event furnish Buyer certificates of insurance evidencing required coverage later than the Commercial Operation Date. All deductibles, co-insurance and self-insured retentions applicable to the insurance above must be paid by Seller. All certificates of insurance must note that the insurers issuing coverage must endeavor to provide Buyer with at least thirty (30) days' prior written notice in the event of cancellation of coverage. Buyer's receipt of certificates that do not comply with the requirements stated in this Section 9.2.1, or Seller's failure to provide such certificates, do not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9 and do not constitute a waiver of any of the requirements of Section 9. 9.2.2. Insurance coverage described above in Section 9.1 shall provide for thirty (30) days written Notice to Buyer prior to cancellation, termination, alteration, or material change of such insurance. 9.2.3. Evidence of coverage described above in Section 9.1 shall state that coverage provided is primary and is not excess to or contributing with any insurance or self-insurance maintained by Buyer. 9.2.4. Buyer shall have the right to inspect or obtain a copy of the original policy(ies) of insurance. 9.2.5. All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance must be issued, clearly labeled with this Agreement's identification number and submitted in accordance with Section 10 and Appendix F. 9.2.6. The insurance requirements set forth in Section 9.1 shall apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page22 of 68 September 2023 321 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT To the extent permitted by Law, Seller and its insurers shall be required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The commercial general liability insurance required in Section 9.1.1 and the umbrella/excess liability insurance required in Section 9.1.4 must name Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller's construction,use or ownership of the Facility. The Worker's Compensation policy shall be endorsed with a waiver of subrogation in favor of the Buyer for all work performed by the Seller, its employees, agents and subcontractors. 9.2.7. Seller shall remain liable for all acts, omissions or default of any subcontractor or subsupplier and shall indemnify, defend and hold harmless Buyer for any and all loss or damages, as well as all costs, charges and expenses which Buyer may suffer, incur, or bear as a result of any acts, omissions or default by or on behalf of any subcontractor or subsupplier. 9.2.8. [Reserved.] 10. NOTICES Notices (other than forecasts and scheduling requests) shall,unless otherwise specified herein, be in writing and be delivered by electronic messaging (e-mail), and also may be delivered by hand delivery, United States mail, overnight courier service, or facsimile. A notice sent by facsimile transmission or e-mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific prevailing time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received on the next Business Day after such Notice is sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. All Notices, requests, invoices, statements or payments for this Facility must reference this Agreements identification number. Notices shall be provided as indicated in Appendix G. 11. FORCE MAJEURE 11.1. No Default for Force Majeure. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement when and to the extent failure of performance is caused by Force Majeure. 11.2. Requirements Applicable to Claiming Party. If a Party,because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party(the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page23 of 68 September 2023 322 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure: 11.2.1. The Claiming Party, on or before the fourteenth (14th) day after the Claiming Party becomes aware of the initial occurrence of the effect of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and 11.2.2. The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement. 11.3. Limitations. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect. 11.4. Termination. Either Party may terminate this Agreement on at least thirty(30) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which (a) extends for more than 365 consecutive days, (b) extends for more than a total of 365 days in any consecutive 540-day period, or (c) is consistent with Section 2.6.2.3. 12. EVENTS OF DEFAULT AND TERMINATION 12.1. Termination. Unless terminated earlier pursuant to Section 11.4 or this Section 12, this Agreement automatically terminates immediately following the last day of the Delivery Term. 12.2. Events of Default. An"Event of Default"means, with respect to a Party, the occurrence of any of the following: 12.2.1. With respect to either Party: 12.2.1.1. A Party becomes Bankrupt; 12.2.1.2. Except for an obligation to make payment when due, if there is a failure of a Party to perform any material covenant or obligation set forth in this Agreement(except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party or such longer additional period, not to exceed an additional thirty(30) days, if the breaching Party is unable to remedy City of Rancho Cucamonga-Industrial Zoning District Renewable Power Purchase Agreement Page24 of 68 September 2023 323 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT such default within the initial period despite exercising commercially reasonable efforts); 12.2.1.3. A Party fails to make any payment due and owing under this Agreement, if such failure is not cured within ten(10) Business Days after Notice from the non-breaching Party to the breaching Party; or 12.2.1.4. Any representation or warranty made by a Party (a) is false or misleading in any material respect when made or(b)becomes false or misleading in any material respect during the Term, if such default is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party or such longer additional period, not to exceed an additional sixty(60) days, if the breaching Party is unable to remedy such default within the initial period despite exercising commercially reasonable efforts). 12.2.2. With respect to Seller: 12.2.2.1. If during continuance of a Seller Event of Default, Seller fails to take all corrective actions specified in any Buyer Notice, within the time frame set forth in such Notice, that the Facility is out of compliance with any term of this Agreement; provided that if such corrective action falls under a specific termination right under Section 12.2.2, then the time frame, if any, set forth for such right shall apply; 12.2.2.2. The Facility has not achieved Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1 as may be extended pursuant to Section 2.6.2, and Seller has not elected to pay daily delay damages pursuant to Section 2.6.4; 12.2.2.3. Subject to Section 11, Seller delivers less than eighty percent (80%) of the applicable Contract Quantity from the Facility to Buyer for a period of two (2) consecutive Contract Years; provided, however, no Event of Default shall have occurred in the event Seller's delivery of less than eighty percent(80%) of the applicable Contract Quantity, as contemplated in this Section 12.2.2.3, is due to module failure or is covered by a manufacturer's warranty so long as Seller is diligently pursuing a warranty claim or other resolution to correct said module failure; 12.2.2.4. Seller fails to maintain its status as an ERR as set forth in Section 4.5 of the Agreement, if such failure is not cured within one hundred and twenty (120) days after Notice from Buyer to Seller; 12.2.2.5. Seller abandons the Facility, which occurs if Seller ceases all work at the Facility for a period of six (6) consecutive months without providing an explanation to Buyer; City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page25 of 68 September 2023 324 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 12.2.2.6. [Reserved;] 12.2.2.7. Seller delivers or attempts to deliver to the Delivery Point for sale under this Agreement product that was not generated by the Facility; 12.2.2.8. [Reserved;] 12.2.2.9. An unauthorized assignment of the Agreement, as set forth in Section 15; 12.2.2.10. Seller fails to reimburse Buyer any amounts due under this Agreement, if such failure is not cured within thirty (30) Business Days after Notice from Buyer to Seller; or 12.2.2.11. Seller breaches the requirements in Section 6.12 regarding incentives if such failure is not cured within thirty (30) Business Days after Notice from Buyer to Seller; or 12.2.2.12. Seller fails to maintain the Collateral Requirement set forth in Section 3.9, if such failure is not cured within thirty(30) Business Days after Notice from Buyer to Seller. 12.3. Declaration of an Event of Default. If an Event of Default has occurred and not been cured within the time frames established in Section 12.2, the non- defaulting Party shall have the right to: (a) send Notice of Termination, designating a day, no earlier than five (5) days after such Notice of Termination and no later than twenty(20) days after such Notice of Termination, as an early termination date of this Agreement ("Early Termination Date"); (b) accelerate all amounts owing between the Parties; (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date; and(d) collect any Settlement Amount under Section 12.5; provided, however, if the defaulting party is the Seller and Buyer terminates the Agreement prior to the start of the Commercial Operation Date, Buyer shall have the right to retain the entire Reservation Deposit. Notwithstanding any other provision of this Agreement, Seller's aggregate liability under or arising out of a termination of this Agreement prior to the Commercial Operation Date shall be limited to an amount equal to the Reservation Deposit, which shall be Buyer's sole and exclusive remedy in the event of any such termination. 12.4. Suspension of Performance. If an Event of Default shall have occurred, the non-defaulting Party has the right to immediately suspend performance under this Agreement and pursue all remedies available at Law or in equity against the defaulting Party (including monetary damages), except to the extent that such remedies are limited by the terms of this Agreement. 12.5. Calculation of Settlement Amount. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page26 of 68 September 2023 325 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 12.5.1. If either Party exercises a termination right under Section 12.3, the non- defaulting Party shall calculate a settlement amount("Settlement Amount") equal to the amount of the non-defaulting Party's aggregate Losses and Costs less any Gains, determined as of the Early Termination Date. 12.5.2. If the non-defaulting Party's aggregate Gains exceed its aggregate Losses and Costs, if any, determined as of the Early Termination Date, the Settlement Amount shall be Zero dollars ($0). 12.5.3. Buyer shall not have to enter into replacement transactions to establish a Settlement Amount. 12.5.4. Buyer shall have the right to draw upon the Collateral Requirement to collect any Settlement Amount owed to Buyer. 12.6. Certificate of Occupancy. The Certificate of Occupancy for the Building (or second building in the Bridge Point Rancho Cucamonga Development) shall not be revoked or otherwise negatively affected due to the occurrence of an Event of Default by either Party or due to the Termination of this Agreement prior to the end of the Delivery Term. 12.7. Rights and Remedies Are Cumulative. The rights and remedies of the Parties pursuant to this Section 12 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement. 12.8. Duty to Mitigate. Buyer and Seller shall each have a duty to mitigate damages pursuant to this Agreement, and each shall use reasonable efforts to minimize any damages it may incur as a result of the other Party's non-performance of this Agreement, including with respect to termination of this Agreement. 13. GOVERNMENTAL CHARGES 13.1. Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority("Governmental Charges") on or with respect to the Product or the Transaction up to the Delivery Point, including,but not limited to, ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or the Transaction at and from the Delivery Point. In the event Seller is required by Law or regulation to remit or pay Governmental Charges which are Buyer's responsibility hereunder, Buyer shall reimburse Seller for such Governmental Charges within thirty (30) days of Notice by Seller. If Buyer is required by Law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Buyer may deduct such amounts from payments to Seller with respect to payments under the Agreement; if Buyer elects not to deduct such amounts from Seller's payments, Seller shall reimburse Buyer for such amounts within thirty (30) days of Notice from Buyer. Nothing shall City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page27 of 68 September 2023 326 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the Law. A Party that is exempt at any time and for any reason from one or more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the event a Party's exemption is lost or reduced, each Party's responsibility with respect to such Governmental Charge shall be in accordance with the first four sentences of this Section. 14. RELEASE OF INFORMATION AND RECORDING CONVERSATION 14.1. Release of Information. Each Party authorizes the other to release to the FERC, CEC, CAISO, CPUC, and/or other Governmental Authority, information regarding the Facility, including the Seller's name and location, and the size, location and operational characteristics of the Facility, the Term, the ERR type, photographs of the Project, the Commercial Operation Date, greenhouse gas emissions data, and the net power rating of the Facility, as requested from time to time pursuant to the CEC's, CPUC's or applicable Governmental Authority's rules and regulations. 14.2. Public Announcements. The Parties shall cooperate to make any public announcement regarding any aspect of this Agreement or the role of the Parties in regards to the development or operation of the Project. Any public announcement by Seller must comply with California Business and Professions Code § 17580.5 and with the Guides for the Use of Environmental Marketing Claims, published by the Federal Trade Commission, as it may be updated from time to time. 15. ASSIGNMENT 15.1. General Assignment. Except as provided in Sections 15.2 and 15.3, Seller may not assign this Agreement or its rights hereunder without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed so long as (a) the assignee assumes the Seller's payment and performance obligations under this Agreement, (b) the assignee agrees in writing to be bound by the terms and conditions hereof, and(c) Seller delivers evidence satisfactory to Buyer of the proposed assignee's technical and financial capability; provided, however, Seller may assign this Agreement or its rights hereunder to an Affiliate without consent from Buyer. 15.2. Assignment to Financing Providers. Seller may assign this Agreement as collateral for any financing or refinancing of the Project (including any tax equity or lease financing) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. The Parties agree that, the consent provided to Buyer in accordance with this Section 15.2 shall be in a form substantially similar to the Form of Financing Consent attached hereto as Appendix I; provided that(a) Buyer shall not be required to consent to any additional terms or conditions beyond those contained in Appendix I, including City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page28 of 68 September 2023 327 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT extension of any cure periods or additional remedies for financing providers, and(b) Seller shall be responsible at Buyer's request for Buyer's reasonable costs and attorneys' fees associated with the review, negotiation, execution and delivery of documents in connection with such assignment. 15.3. Notice of Change in Control. Except in connection with public market transactions of the equity interests or capital stock of Seller or Seller's Affiliates, Seller shall provide Buyer notice of any direct change of control of Seller(whether voluntary or by operation of Law). 16. GOVERNING LAW This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced, and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. 17. DISPUTE RESOLUTION 17.1. Intent of the Parties. The sole procedure to resolve any claim arising out of or relating to this Agreement is the dispute resolution procedure set forth in this Section 17, except that either Party may seek an injunction in Superior Court in San Bernardino County, California if such action is necessary to prevent irreparable harm, in which case both Parties nonetheless will continue to pursue resolution of all other aspects of the dispute by means of this procedure. 17.2. Management Negotiations. 17.2.1. The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party's authorized representative, or such other person designated in writing as a representative of the Party(each a"Manager"). Either Manager may request a meeting, to be held in person or telephonically, to initiate negotiations to be held within ten (10) Business Days of the other Party's receipt of such request, at a mutually agreed time and place. 17.2.2. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed inadmissible as evidence such that it cannot be used or referred to in any subsequent judicial or arbitration process between the Parties, whether with respect to this dispute or any other. 17.2.3. If the matter is not resolved within forty-five (45) days of commencement of negotiations under Section 17.2.1, or if the Party receiving the written request to meet refuses or does not meet within the ten(10) Business Day City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page29 of 68 September 2023 328 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT period specified in Section 17.2.1, either Party may initiate arbitration of the controversy or claim according to the terms of Section 17.3. 17.3. Arbitration Initiation. If the dispute cannot be resolved by negotiation as set forth in Section 17.2 above, then the Parties shall resolve such controversy through arbitration("Arbitration"). The Arbitration shall be adjudicated by one retired judge or justice from the JAMS panel. The Arbitration shall take place in San Bernardino County, California, and shall be administered by and in accordance with JAMS' Commercial Arbitration Rules. If the Parties cannot mutually agree on the arbitrator who will adjudicate the dispute, then JAMS shall provide the Parties with an arbitrator pursuant to its then- applicable Commercial Arbitration Rules. The arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. Either Party may initiate Arbitration by filing with the JAMS a notice of intent to arbitrate at any time following the unsuccessful conclusion of the management negotiations provided for in Section 17.2. 18. MISCELLANEOUS 18.1. Severability. If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 18.2. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or PDF transmission will be deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed counterpart of this Agreement by facsimile or PDF transmission shall also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement shall not affect the validity or effectiveness of this Agreement. 18.3. General. No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. The term"including"when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page30 of 68 September 2023 329 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 18.4. Interpretation. Whenever this Agreement specifically refers to any Law, tariff, Governmental Authority, regional reliability council, Transmission/Distribution Owner, or credit rating agency, the Parties hereby agree that the references also refers to any successor to such Law, tariff or organization. 18.5. Construction. The Agreement will not be construed against any Party as a result of the preparation, substitution, or other event of negotiation, drafting or execution thereof. 18.6. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a"forward contract"within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are "forward contract merchants"within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any Bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532. 18.7. Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Execution Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty(60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 17. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and(ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. 18.8. Further Assurances. Each of the Parties hereto agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page31 of 68 September 2023 330 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT 18.9. Third Party Beneficiary; Right to Cure. The Parties agree that Bridge Point Rancho Cucamonga, LLC ("Bridge") shall be entitled to rely upon, shall be an express third party beneficiary of, and shall be entitled to enforce, the provisions of this Agreement. For the avoidance of doubt, Seller may not terminate, cancel, amend, modify, supplement or change this Agreement, or waive any provision, default, breach or performance, or make any assignment or novation without the written consent of Bridge (to be granted or withheld in its sole discretion). Furthermore, Bridge shall have the right, but not the obligation, to pay all sums due under this Agreement to Buyer and to perform any other act, duty or obligation required of Seller hereunder; provided, that no such payment or performance shall be construed as an assumption by Bridge of any covenants, agreements or obligations of Seller under or in respect of this Agreement. [Signature pages follow.] City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page32 of 68 September 2023 331 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below. VS BI 4th St RCMU, LLC CITY OF RANCHO CUCAMONGA (Seller) (Buyer) By:Valta Solar LLC,Its Manager By: Name: Mark Milius Its:Manager (Date) (Signature) (Type/Print Name) (Title) (Date) City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page33 of 68 September 2023 332 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS Appendix A— Definitions "Affiliate"means, with respect to a Party, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with that Party. "Arbitration" has the meaning set forth in Section 17. "Available Capacity"means the rated alternating current(AC) generating capacity of the Facility, expressed in whole kilowatts, that is available to generate Product. "Bankrupt"means with respect to any entity, such entity: (a) Files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it that is not dismissed within sixty (60) days; (b) Makes an assignment or any general arrangement for the benefit of creditors; (c) Otherwise becomes bankrupt or insolvent(however evidenced); (d) Has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to such entity or any substantial portion of its property or assets; or (e) Is generally unable to pay its debts as they fall due. "Business Day"means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving during the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party's principal place of business where the relevant Party in each instance shall be the Party from whom the notice,payment or delivery is being sent. "CAISO"means the California Independent System Operator Corporation or any successor entity performing similar functions. "CAISO Grid"means the system of transmission lines and associated facilities that have been placed under the CAISO's operational control. "CAISO Tariff'means the CAISO FERC Electric Tariff, Fifth Replacement Volume No. 1, as amended from time to time. "California Renewables Portfolio Standard"means the renewable energy program and policies codified in California Public Utilities Code Sections 399.11 through 399.33 and California Public Resources Code Sections 25740 through 25751, as such provisions may be amended or supplemented from time to time. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page34 of 68 September 2023 333 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Capacity Attributes"means any current or future defined characteristic, certificate, tag, credit, or ancillary service attribute, whether general in nature or specific as to the location or any other attribute of the Project, intended to value any aspect of the capacity of the Project to produce Energy or ancillary services, including, but not limited to, any accounting construct so that the full Contract Capacity of the Project may be counted toward a Resource Adequacy Requirement or any other measure by the CPUC, the CAISO, the FERC, or any other entity invested with the authority under federal or state Law, to require Buyer to procure, or to procure at Buyer's expense, Resource Adequacy Benefits or other such products. Capacity Attributes do not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "CEC"means the California Energy Commission or its successor agency. "CEC Certification"means certification by the CEC that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR. "CEC Pre-Certification" means provisional certification of the proposed Facility as an ERR by the CEC upon submission by a facility of a complete application and required supplemental information. "Check Meter"means the Buyer revenue-quality meter section(s) or meter(s), which Buyer may require at its discretion, and which will include those devices normally supplied by Buyer or Seller under the applicable utility electric service requirements. "City Manager"means the City Manager of the City of Rancho Cucamonga. "Claiming Party"has the meaning set forth in Section 10.2. "Commercial Operation" means the Contract Capacity has been installed and the Facility is operating and able to produce and deliver the Product to Buyer pursuant to the terms of this Agreement. "Commercial Operation Date"means the date on which the Facility achieves Commercial Operation and the conditions set forth in Section 2.6.5 have been satisfied. "Contract Capacity"means the amount of electric energy generating capacity, set forth in Section 3.1, that Seller commits to install at the Site. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page35 of 68 September 2023 334 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Contract Price"has the meaning set forth in Section 3.6. "Contract Quantity"has the meaning set forth in Section 3.2. "Contract Year"means a period of twelve (12) consecutive months with the first Contract Year commencing on the Commercial Operation Date and each subsequent Contract Year commencing on the anniversary of the Commercial Operation Date. "Costs"means (a) brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred either in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace the Transaction; and(b) all reasonable attorneys' fees and expenses incurred in connection with the termination of the Transaction. "CPUC"means the California Public Utilities Commission, or successor entity. "Credit Rating"means, with respect to any entity, (a)the rating then assigned to such entity's unsecured senior long-term debt obligations (not supported by third party credit enhancements), or(b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the rating assigned to such entity as an issuer rating by S&P and/or Moody's. If the entity is rated by both S&P and Moody's and such ratings are not equivalent, the lower of the two ratings shall determine the Credit Rating. If the entity is rated by either S&P or Moody's, but not both, then the available rating shall determine the Credit Rating. "Curtailment Order"means any instruction from Buyer to Seller to reduce the delivery of Energy from the Facility for any reason other than as set forth in Sections 3.6.3 (a) or(b). "DC"means direct current. "Delivered Energy"means all Energy produced from the Facility and delivered by Seller to the Delivery Point, expressed in kWh, as recorded by the meter specified in Section 6.2.1 or the Check Meter, as applicable. "Delivery Point"has the meaning set forth in Section 2.5. "Delivery Term"has the meaning set forth in Section 3.5. "Early Termination Date"has the meaning set forth in Section 12.3. "Eligible Renewable Energy Resource" or"ERR"has the meaning set forth in Public Utilities Code Sections 399.12 or Section 399.16 and California Public Resources Code Section 25741, as these code provision may be amended or supplemented from time to time. "Emergency"means (a) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or(b) an emergency condition as defined under an Interconnection Agreement and any abnormal City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page36 of 68 September 2023 335 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety. "Energy"means three-phase, 60-cycle alternating current electric energy measured in kWh, net of Station Use. For purposes of the definition of"Green Attributes,"the word "energy" shall have the meaning set forth in this definition. "Execution Date"means the latest signature date found at the end of the Agreement. "Facility"has the meaning set forth in Section 2. The terms "Facility" or"Project" as used in this Agreement are interchangeable. "FERC"means the Federal Energy Regulatory Commission or any successor government agency. "Force Majeure"means an event or circumstance which prevents one Parry from performing its obligations under the Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided, including war, riot, civil disturbance or disobedience, terrorism, sabotage, strike, labor dispute, or global supply chain disruptions. Force Majeure does not include: (a) the lack of wind, sun, or other fuel source of an inherently intermittent nature; (b)reductions in generation from the Facility resulting from ordinary wear and tear, deferred maintenance or operator error; (c) any delay in providing, or cancellation of, interconnection service by a Transmission/Distribution Owner or the CAISO, except to the extent such delay or cancellation is the result of a Force Majeure claimed by the Transmission/Distribution Owner or the CAISO; or(d)the inability of a Party to make payments when due under this Agreement. Force Majeure may include delays in performance or inability to perform or comply with the terms and conditions of this Agreement due to delays in obtaining necessary equipment, labor, or materials or other issues caused by or attributable to pandemics or epidemics, including the disease designated COVID-19 or the related virus designated SARS- CoV-2 or any mutations thereof(collectively, "COVID-19"), if the elements of Force Majeure defined in the first sentence hereof(other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to) have been satisfied; provided, however, that the general existence of COVID-19 shall not be sufficient to prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate establish that a Force Majeure as defined in the first sentence hereof(other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to) has occurred. "Gains"means with respect to any Party, an amount equal to the present value of the economic benefit to it, if any(exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in determining economic benefit may include, without limitation, reference to information City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page37 of 68 September 2023 336 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS either available to it internally or supplied by one or more third parties, including, without limitation, quotations (either firm or indicative) of relevant rates,prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms (e.g.,NYMEX), all of which should be calculated for the remaining Delivery Term to determine the value of the Product. "Governmental Authority"means any federal, state, local or municipal government, governmental department, commission, board,bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the matter in question. "Governmental Charges"has the meaning set forth in Section 13.1. "Green Attributes"means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Project, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmospherel; (3)the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Project, (ii)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the 'Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions are included in the list of Green Attributes,this inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page38 of 68 September 2023 337 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "Interconnection Agreement"means the small generator interconnection agreement entered into separately between Seller, Transmission/Distribution Owner, and CAISO (as appropriate) obtained by Seller pursuant to Transmission/Distribution Owner's Wholesale Distribution Tariff. "Interconnection Facilities"has the meaning set forth in the tariff applicable to the Seller's Interconnection Agreement. "Interconnection Point"has the meaning set forth in Section 2.3. "Interest Rate"means the rate per annum equal to the "Monthly"Federal Funds Rate (as reset on a monthly basis based on the latest month for which such rate is available) as reported in Federal Reserve Bank Publication H.15-519, or its successor publication. "JAMS"means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service. "kW"means kilowatt. "kWh"means kilowatt-hour. "Law"means any statute, law, treaty, rule, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization,judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction. "Letter of Credit"means an irrevocable, non-transferable standby letter of credit issued either by a U.S. commercial bank or a foreign bank with a U.S. branch office with a Credit Rating of at least"A-"by S&P and"AY by Moody's (without a"credit watch", "negative outlook" or other rating decline alert if its Credit Rating is "A-"by S&P or"AY by Moody's). The Letter of Credit must be substantially in the form as contained in Appendix G to this Agreement; provided that if the Letter of Credit is issued by a branch of a foreign bank, Buyer may require changes to such form. "Losses"means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any(exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in determining the loss of economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates,prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page39 of 68 September 2023 338 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS platforms (e.g. NYMEX), all of which should be calculated for the remaining term of the Transaction to determine the value of the Product. "Manager"has the meaning set forth in Section 17.2. "Mechanical Completion"means that all equipment and systems that are necessary to generate the effective capacity of the Facility are installed. The Facility is mechanically, electrically, and structurally constructed with all control systems installed and connected. The Facility is functionally complete to the extent necessary to begin commissioning and testing of the Facility, though commissioning and testing need not have commenced." "MW"means megawatt (AC). "MWh"means megawatt-hour. "Notice"unless otherwise specified in the Agreement, means written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail). "Party"means the Buyer or Seller individually, and"Parties"means both collectively. For purposes of Section 16 (Governing Law) the word"party" or"parties" shall have the meaning set forth in this definition. "Photovoltaic Module"means the individual module or component that produces DC electric energy from sun light. "Product"means all Energy produced by the Facility throughout the Delivery Term, net of Station Use and electrical losses from the Facility to the Delivery Point; all Green Attributes; all Capacity Attributes, if any; and all Resource Adequacy Benefits, if any; generated by, associated with or attributable to the Facility throughout the Delivery Term. For the avoidance of doubt, Product does not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "Project"has the meaning set forth in Section 2. The terms "Facility" and"Project" as used in this Agreement are interchangeable. "Prudent Electrical Practices"means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page40 of 68 September 2023 339 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS Western United States, similar to the Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety. Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and Laws. Prudent Electrical Practices also includes taking reasonable steps to ensure that: (a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Facility's needs; (b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Facility and Emergencies whether caused by events on or off the Site; (c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools; (d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed; (e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or the Transmission/Distribution Owner's electric system or contrary to environmental laws,permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed,polarity, synchronization, and control system limits; and (f) Equipment and components are designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions. "Bridge Point Rancho Cucamonga Development" means that certain development project approved by the Rancho Cucamonga City Council on October 20, 2021 consisting of two warehouse buildings totaling 2,175,000 square feet under Development Agreement Ordinance No. 987 ("Development Agreement"). "Renewable Energy Credit"has the meaning set forth in Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page41 of 68 September 2023 340 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Reservation Deposit"means the deposit submitted by Seller to Buyer at the time Seller submitted its application for an Industrial Zoning District Renewable PPA contract, which amount shall equal four dollars ($4.00) for each kilowatt of proposed alternating current(AC) generator capacity. "Resource Adequacy Benefits"means the rights and privileges attached to the Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal, or otherwise locational attributes associated with the Facility. For the avoidance of doubt, Resource Adequacy Benefits do not include (i)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (ii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or(iii) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits, including any fuel pathway-based credits available from the California Air Resources Board, or incentives available under the Warehouse Actions and Investments to Reduce Emissions Program of the South Coast AQMD. "Resource Adequacy Requirements"has the meaning set forth in Section 4.4.1. "Resource Adequacy Rulings"means any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time during the Delivery Term. "Settlement Amount"has the meaning set forth in Section 12.5. "Site"means the rooftop on which the Facility is, or will be, located, as further described in Appendix D. "Site Control"means the Seller, prior to the Commercial Operation Date, has real property interests in the Site sufficient to perform its obligations under the Agreement. "Station Use"means energy consumed within the Facility's electric energy distribution system as losses, as well as energy used to operate the Facility's auxiliary equipment. The auxiliary equipment may include, but is not limited to, forced and induced draft fans, cooling towers,boiler feeds pumps, lubricating oil systems,plant lighting, fuel handling systems, control systems, and sump pumps. This use is not to exceed 1% of average annual output. "Term"has the meaning set forth in Section 3.4.1. "Transaction"means the particular transaction described in Section 3.3. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page42 of 68 September 2023 341 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX A - DEFINITIONS "Transmission/Distribution Owner"means Rancho Cucamonga Municipal Utility(also "RCMU"), which is responsible for operating the electric distribution system or transmission system, as applicable, at and beyond the Interconnection Point. "WECC"means the Western Electricity Coordinating Council, the regional reliability council for the Western United States,Northwestern Mexico and Southwestern Canada. "WREGIS"means the Western Renewable Energy Generating Information System or any successor renewable energy tracking program. "WREGIS Certificates"has the same meaning as "Certificate" as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard. "WREGIS Operating Rules"means those operating rules and requirements adopted by WREGIS as ofOctober 2022, as subsequently amended, supplemented or replaced(in whole or in part) from time to time. *** End ofAppendixA *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page43 of 68 September 2023 342 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX B - COMMERCIAL OPERATION DATE CONFIRMATION LETTER Appendix B — Commercial Operation Date Confirmation Letter In accordance with the terms of that certain Industrial Zoning District Renewable Power Purchase Agreement dated ("Agreement") for the Facility named by and between CITY OF RANCHO CUCAMONGA"Buyer") and VS BI 4th St RCMU, LLC("Seller"), this letter serves to document the Parties further agreement that(i)the conditions precedent to the occurrence of the Commercial Operation Date have been satisfied as of this day of , 2023. This letter shall confirm the Commercial Operation Date, as defined in the Agreement, as the date referenced in the preceding sentence. IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below: By: By: CITY OF RANCHO CUCAMONGA (Seller) (Buyer) (Signature) (Signature) (Type/Print Name) (Type/Print Name) (Title) (Title) (Date) (Date) *** End of Appendix B *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page44 of 68 September 2023 343 of 725 Appendix C — Forecasting Requirements A. AVAILABLE CAPACITY FORECASTING. Seller shall provide the Available Capacity forecasts described below. Seller's availability forecasts below shall include Project availability and updated status of photovoltaic panels, inverters, transformers, and any other equipment that may impact availability . Seller shall use commercially reasonable efforts to forecast the Available Capacity of the Project accurately and to transmit such information in a format reasonably acceptable to Buyer. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to- time, as necessary. 1. Annual Forecast of Available Capacity. No later than (I)the earlier of July 1 of the first calendar year following the Execution Date or one hundred and eighty (180) days before the first day of the first Contract Year of the Delivery Term("First Annual Forecast Date"), and(II) on or before July 1 for each calendar year from the First Annual Forecast Date for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly Available Capacity for each day in each month of the following calendar year in a form reasonably acceptable to Buyer. 2. Monthly Forecast of Available Capacity. Ten(10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non- binding forecast of the hourly Available Capacity for each day of the following month in a form reasonably acceptable to Buyer. *** End of Appendix C City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page45 of 68 September 2023 344 of 725 Appendix D —Description of the Facility Seller should complete the information below and attach a description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with Buyer's electric distribution system. The Parties agree to amend this Appendix D as necessary based on updates to the Facility. Name of the Facility: VS BI 4th St RCMU, LLC Address of the Facility: 12434 Fourth Street, Rancho Cucamonga, California, 91739. Description of the Facility, including a summary of its significant components, such as for solar photovoltaic, meteorological station, instrumentation and any other related electrical equipment: This project entails the installation of a roof-mounted, solar photovoltaic (PV) system with grid-interactive inverters and associated equipment to supply power directly to the existing electrical system. The proposed pv system will be connected from the breaker panel, through the fit meter, and to the existing transformer on site if agreeable with the utility, which shall serve as the point of interconnection. The pv system is intended to operate in parallel with the electric utility service provider. Anti-islanding protection and harmonic limits shall comply with UL 1741, IEEE 1547 and IEEE 519. PV Module: (7491) Heliene 144HC M10 SL (530W) Inverter (Number) Module: (25) Solaredge SE 120KUS DC Optimizer: Solaredge P 1101 Mounting Equipment: Solar Strap AC Watts: 3,000 kW City of Rancho Cucamonga-Industrial Zoning District Renewable Power Purchase Agreement Pao of 68 September 2023 345 of 725 Illustrative Site Plan Subject to amendment based on updates to the Facility. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Paga7 of 68 September 2023 346 of 725 Site Plan e CLEANIPOWER II I II 111111111111 ® ® POINT OFINTERGONNECTION(POI( (N)CUSTOMER OWNED PV SWITCHGEAR,480V,3 PHASE WTH PRODUCTION METER AND AG DISCONNECT FOR UTILITY USE (E)UTILITY TRANSFORMER W U a g ' W CONDUIT RUN FROM Q I NVERTERS TO SWTCHGEAR m ® m W Z FIRE ACCESS PATHWAYS ® ® ® ®® ® ® W (N)(25(SOLAREDGE SE120KUS INVERTERSIAC ❑I SCONNECTSLOCAT ED Q ON ROOF C) PROPERTY LINE 4TH STREET City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pagk8 of 68 September 2023 347 of 725 Illustrative Single Line Diagram Subject to amendment based on updates to the Facility. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement PagI9 of 68 September 2023 348 of 725 CLEAN POWER Single Line Diagram MANAGEMENT (N)MAN SOLAR SWNCHCM Glk GVHIV,3PH,A IN WC FULLY PAIR,M 3R,4NSA IAAN UISCONNECI SWITCH WIONAFUSESPNU CFUI PM Im SECU © i.0 i.0 iMu iMw i.v w FH3A Mrrrmummu ru®.nuuroam Mc " Fn NHM. ACLOWOMMO ACEN CEN O 1CL6UOC811HU110 ACLNMCBUN ACL6U1®H A F® TASa�7H1,41 7n, ]WITH,41 V, 1200•y7P 0277, 1aa,w43271, 1II64,7H0277, NEMAM M032 M31132 M032 MR MA23 W-5 NRMW-10 W-121H W-1S W-17MLY-A W-22TMW-25 SWASR7-1 MAM SWAS3N-11 MAWS SAkEASW21 AC AC AC AC AC un IN kP WR M 3N21 012H� SEIAXIB, SE1M i7 SEIM SE120H6, .120W,410v .123W,48W .12M,48N .127H7,4w ® ® DOD DOD DOE City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement PaA0 of 68 September 2023 349 of 725 Legal Description of Physical Address The land referred to herein is situated in the State of California, County of San Bernardino, City of Rancho Cucamonga and described as follows: Parcel 1: Parcels 1, 2 of a of Parcel Map No. 20271, in the City of Rancho Cucamonga, County of San Bernardino, State of California, as per map recorded in Book 259, Pages 9 through 15 of Parcel Maps, in the Office of the County Recorder of said County. Together with any Reversionary Rights in and to Catherine Bridge Place upon the Legal Vacation of said street. Parcel 2: A non-exclusive easement and right of way, to be used in common with others, to construct, use, maintain and repair two railroad spur tracks, each 30 feet wide, extending in a General Westerly and Easterly direction, in, on, over and across the following described land: The West 400.00 feet of that portion of the East half of the Southwest quarter of Section 17, Township 1 South, Range 6 West, San Bernardino Base and Meridian, lying Southerly of the Northerly line of the land conveyed to Verne Cox and Hodge L. Dolle, by Deed recorded April 6, 1964 in Book 6122, Page 329 Official Records. Excepting therefrom the South 60 feet, conveyed to the County of San Bernardino, for road purposes, by Deed recorded December 29, 1969 in Book 7361, Page 705 Official Records. Said easement is set forth by exception and reservation on that certain Deed conveying land to Mono Power Company, a corporation, recorded August 7, 1972 in Book 7993, Page 712 Official Records. Parcel 3: A non-exclusive easement and right of way,to be used in common with others, for underground pipe lines over the Southerly 5 feet of the following described land and that certain easement and right of way to construct, use, maintain and repair and railroad spur track, 30 feet wide, extending in a General Westerly and Easterly direction, in, on, over and across the following described land: The West 355.00 feet of that portion of the East half of the Southwest quarter of Section 17, Township 1 South, Range 6 West; San Bernardino Base and Meridian, lying Northerly of the Northerly line of the land conveyed to Verne Cox and Hodge L. Dolle, by Deed recorded April 6, 1964 in Book 6122, Page 329 Official Records, and lying Southerly of the Southerly line of the land conveyed to Curtis Wayne Gates and Torrie Gates by Deed recorded December 9, 1966 in Book 6740, Page 455 Official Records. said easements are set forth by exception and reservation on that certain deed conveying land to Mono Power Company, a corporation, recorded October 17, 1972 in Book 8042, Page 23 Official Records. Parcel 4: A non-exclusive easement and right of way, to be used in common with others, for underground pipe lines over, the Southerly 5 feet of the following described land and that certain easement and right of way to construct, use, maintain and repair a railroad spur track, 30 feet wide, extending in a General Westerly City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Pafel of 68 September 2023 350 of 725 and Easterly direction, in, on, over and across the following described land: The West 355.00 feet of that portion of the East half of the Southwest quarter and the Southeast quarter of the Northwest quarter of Section 17, Township 1 South, Range 6 West, San Bernardino Base and Meridian, lying Northerly of the Southerly line of the land conveye o urtis Wayne Gates and Torrie Gates, by Deed recorded December 9, 1966 in Book 6740, Page 455 Official Records. Said easements are set forth by exception and reservation on that certain Deed conveying land to Mono Power Company, a corporation, recorded February 28, 1973 in Book 8129, Page 111 Official Records. Parcel 5: A non-exclusive easement and right of way, to be used in common with others, for ingress and egress, 30 feet wide, the centerline of which is described as follows: Beginning at a point in the West line of the East half of the Southwest quarter of said Section 17 distant along said West line and the West line of the South half of the Southeast quarter of the Northwest quarter of said Section 17, South 0° 14' 23"West 732.00 feet from the Northwest corner of said South half of the Southeast quarter of the Northwest quarter; thence North 89' 55' 10" East, 355 feet. APN: 0229-283-50-0000, 0229-283-51, 0229-491-01, 0229-491-02, 0229-491-03, 0229-491-04 APN: 0229-283-50-0000,0229-283-51, 0229-491-01, 0229-491-02,0229-491-03, and 0229-491-04 (End of Legal Description) City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Paget of 68 September 2023 351 of 725 Longitude and Latitude of the centroid of the Site Coordinates: 34.081, -117.534 ***End of Appendix D *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page53 of 68 September 2023 352 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX E — SELLER'S MILESTONE SCHEDULE APPENDIX E—INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS Tar et Date Date Completed Responsible Part Seller Ste 2:Approve Application Buyer Ste 3:Sign Conditional PPA May 31,2023 Both Ste 4:Acquire Interconnection Agreement May 31,2023 Both Step 5:Submit confirmation of RPS precertification June 1,2023 requirement and provide Copy of precertification Seller application to Buyer Step 6:File Project with WREGIS and submit proof to January 1,2025 Seller Buyer. Ste : Seller Ste 7:Acquire Construction Permits August 30,2023 Seller Ste 8:Submit proof of permits to Buyer. September 30,2023 Seller Ste 9:Notify Buyer 10 days prior to construction start. October 1,2023 Seller Ste 10:Submit proof of insurance to Buyer. October 1,2023 Seller Ste 11:Mechanical Completion. September 1,2024 Seller Step 12:Notify Buyer 30 days in advance of the November 1,2024 Seller Commercial Operation Date. Ste 13:Commercial Operation Date December 1,2024 Seller Ste 14:Submit application for certification to CEC. February 1,2025 Seller ** The Target Dates in this Appendix E are estimates and shall not be binding on either Buyer or Seller and may be amended based on updates to the Facility. *** End of Appendix E *** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page54 of 68 September 2023 353 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX F — CONTRACT QUANTITY SCHEDULE Appendix F — Delivery Term Contract Quantity Schedule Dated: to be provided upon mutual agreement of the parties Contract Year Contract Quantity kWh/Yr 1 6,948,000 2 6,802,989 3 6,684,880 4 6,606,999 5 6,548,167 6 6,501,398 7 6,461,727 8 6,426,225 9 6,394,340 10 6,365,275 11 6,338,614 12 6,313,709 13 6,289,878 14 6,267,107 15 6,244,730 16 6,222,420 17 6,200,821 18 6,179,281 19 6,157,801 20 6,136,063 21 6,114,388 22 6,084,288 23 6,054,332 24 6,024,521 25 5,994,852 ***End of Appendix F*** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page55 of 68 September 2023 354 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX G—NOTICES LIST Appendix G—Notices List Name: VS BI 4th St RCMU, LLC ("Seller") Name: CITY OF RANCHO CUCAMONGA, a ("Buyer" or"RCMU") All Notices: Valta Solar, LLC All Notices: Delivery Address: 24941 Dana Point Harbor Delivery Address: 10500 Civic Center Drive Drive, Ste, C-220 Rancho Cucamonga, CA 91730 Dana Point, CA 92629 Mail Address: (if different from above) Mail Address: Attn: Legal Attn: Phone: 949-636-0599 Phone: Facsimile: Facsimile: With copies that shall not constitute Notice to: Bridge Point Rancho Cucamonga, LLC 11100 Santa Monica Blvd, Suite 700 Los Angeles, CA 90025 Attn: Heather Crossner Email: hcrossner(cr�,bridgeindustrial.com Bridge Point Rancho Cucamonga, LLC 444 W. Lake Street, Suite 3125 Chicago, IL 60606 Attn: Legal Department Email: notices(a-),bridgeindustrial.com DUNS: DUNS: Federal Tax ID Number: Federal Tax ID Number: Invoices: Invoices: Attn: Legal and Treasurer Attn: Phone: 949-371-7227 Phone: Facsimile: Facsimile: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page56 of 68 September 2023 355 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX G—NOTICES LIST Payments: Payments: Attn: Legal and Treasurer Attn: Phone: 949-371-7227 Phone: Facsimile: Facsimile: Wire Transfer: Wire Transfer: BNK: BNK: ABA: ABA: ACCT: ACCT: Credit and Collections: Credit and Collections: Attn: Attn: Phone: Phone: Facsimile: Facsimile: With additional Notices of an Event of Contract Manager: Default to Contract Manager: Attn: Attn: Phone: Phone: Facsimile: ***End of Appendix G*** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page57 of 68 September 2023 356 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H- FORM OF LETTER OF CREDIT Appendix H—FORM OF LETTER OF CREDIT Issuing Bank Letterhead and Address STANDBY LETTER OF CREDIT NO. XXXXXXXX Date: [insert issue date] Beneficiary: City of Rancho Cucamonga Applicant: [Insert name and address of Applicant] Attention: Letter of Credit Amount: [insert amount] Expiry Date: [insert expiry date] Ladies and Gentlemen: By order of[insert name of Applicant] ("Applicant"), we hereby issue in favor of City of Rancho Cucamonga(the "Beneficiary") our irrevocable standby letter of credit No. [insert number of letter of credit] ("Letter of Credit"), for the account of Applicant, for drawings up to but not to exceed the aggregate sum of U.S. $ [insert amount in figures followed by (amount in words)] ("Letter of Credit Amount"). This Letter of Credit is available with [insert name of issuing bank, and the city and state in which it is located] by sight payment, at our offices located at the address stated below, effective immediately, and it will expire at our close of business on [insert expiry date] (the "Expiry Date"). Funds under this Letter of Credit are available to the Beneficiary against presentation of the following documents: 1. Beneficiary's signed and dated sight draft in the form of Exhibit A hereto, referencing this Letter of Credit No. [insert number] and stating the amount of the demand; and 2. One of the following statements signed by an authorized representative or officer of Beneficiary: A. "Pursuant to the terms of that certain [insert name of the agreement] (the "Agreement"), dated [insert date of the Agreement], between Beneficiary and [insert City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page58 of 68 September 2023 357 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H- FORM OF LETTER OF CREDIT name of Seller under the Agreement],Beneficiary is entitled to draw under Letter of Credit No. [insert number] amounts owed by [insert name of Seller under the Agreement] under the Agreement; or B. "Letter of Credit No. [insert number] will expire in thirty(30) days or less and [insert name of Seller under the Agreement] has not provided replacement security acceptable to Beneficiary. Special Conditions: I. Partial and multiple drawings under this Letter of Credit are allowed; 2. All banking charges associated with this Letter of Credit are for the account of the Applicant; 3. This Letter of Credit is not transferable; and 4. The Expiry Date of this Letter of Credit shall be automatically extended without a written amendment for a period of one year and on each successive Expiry Date,unless at least sixty (60) days before the then current Expiry Date, we notify you by registered mail or courier that we elect not to extend the Expiry Date of this Letter of Credit for such additional period. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation, on or before the Expiry Date (or after the Expiry Date as provided below), at our offices at [insert issuing bank's address for drawings]. All demands for payment shall be made by presentation of originals or copies of documents; or by facsimile transmission of documents to [insert fax number], Attention: [insert name of issuing bank's receiving department], with originals or copies of documents to follow by overnight mail. If presentation is made by facsimile transmission, you may contact us at [insert phone number] to confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does not affect our obligation to honor such a presentation. Our payments against complying presentations under this Letter of Credit will be made no later than on the sixth (6th) banking day following a complying presentation. Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our individual obligation, which is not contingent upon reimbursement and is not affected by any agreement, document, or instrument between us and the Applicant or between the Beneficiary and the Applicant or any other party. Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce (ICC) Publication No. 600 (the "UCP 600"); provided that, if this Letter of Credit expires during an interruption of our business as described in Article 36 of the UCP 600, we will honor drafts presented in compliance with this Letter of Credit within thirty(30) days after the resumption of our business and effect payment accordingly. The law of the State of California shall apply to any matters not covered by the UCP 600. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page59 of 68 September 2023 358 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX H— FORM OF LETTER OF CREDIT For telephone assistance regarding this Letter of Credit,please contact us at [insert number and any other necessary details]. Very truly yours, [insert name of issuing bank] By: Authorized Signature Name: [print or type name] Title: ***End of Appendix H* City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page60 of 68 September 2023 359 of 725 Appendix I—FORM OF CONSENT TO ASSIGNMENT CONSENT AND AGREEMENT This CONSENT AND AGREEMENT ("Consent and Agreement") is entered into as of September , 2024 between CITY OF RANCHO CUCAMONGA("RCMU"), and KeyBank National Association as collateral agent(in such capacity, "Financing Provider"), for the benefit of various financial institutions (collectively, the"Secured Parties")providing financing to VS BI 4t' St RCMU, LLC, a Delaware limited liability company ("Seller"). RCMU, Seller, and the Financing Provider shall each individually be referred to as a"Party" and collectively as the "Parties". Recitals A. Pursuant to that certain Power Purchase Agreement dated as of September 2023 (as amended, modified, supplemented or restated from time to time, as including all related agreements, instruments and documents, collectively, the"Assigned Agreement")between RCMU and Seller, RCMU has agreed to purchase energy from Seller. B. The Secured Parties have provided, or have agreed to provide, to Seller financing (including a financing lease)pursuant to one or more agreements (the "Financing Documents"), and require that Financing Provider be provided certain rights with respect to the "Assigned Agreement" and the "Assigned Agreement Accounts," each as defined below, in connection with such financing. C. In consideration for the execution and delivery of the Assigned Agreement, RCMU has agreed to enter into this Consent and Agreement for the benefit of Seller. Agreement 1. Definitions. Any capitalized term used but not defined herein shall have the meaning specified for such term in the Assigned Agreement. 2. Consent. Subject to the terms and conditions below, RCMU consents to and approves the pledge and assignment by Seller to Financing Provider pursuant to the Loan Agreement and/or Security Agreement of(a) the Assigned Agreement, and(b)the accounts, revenues and proceeds of the Assigned Agreement(collectively, the "Assigned Agreement Accounts"). 3. Limitations on Assi ng ment. Financing Provider acknowledges and confirms that, notwithstanding any provision to the contrary under applicable law or in any Financing Document executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned Agreement (whether by foreclosure sale, conveyance in lieu of foreclosure or otherwise)unless, on or before the date of any such assumption, sale or disposition, Financing Provider or any third party, as the case may be, assuming,purchasing or otherwise acquiring the Assigned Agreement [(a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being cured and which are not personal to the Seller, (b) executes and delivers to RCMU a written assumption of all of Seller's rights and obligations under the Assigned Agreement in form and substance reasonably satisfactory to RCMU, (c) otherwise 360 of 725 satisfies and complies with all requirements of the Assigned Agreement, (d)provides such tax and enforceability assurance as RCMU may reasonably request, and (e) is a Permitted Transferee (as defined below). Financing Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned Agreement Accounts is for security purposes only and that Financing Provider has no rights under the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has occurred and is continuing under the Financing Documents between Seller and Financing Provider(a"Financing Default"), in which case Financing Provider shall be entitled to all of the rights and benefits and subject to all of the obligations which Seller then has or may have under the Assigned Agreement to the same extent and in the same manner as if Financing Provider were an original party to the Assigned Agreement. "Permitted Transferee" [means any person or entity who is reasonably acceptable to RCMU] Financing Provider may from time to time, following the occurrence of a Financing Default, notify RCMU in writing of the identity of a proposed transferee of the Assigned Agreement, which proposed transferee may include Financing Provider, in connection with the enforcement of Financing Provider's rights under the Financing Documents, and RCMU shall, within thirty (30)business days of its receipt of such written notice, confirm to Financing Provider whether or not such proposed transferee is a"Permitted Transferee" (together with a written statement of the reason(s) for any negative determination) it being understood that if RCMU shall fail to so respond within such thirty (30)business day period such proposed transferee shall be deemed to be a"Permitted Transferee". 4. Cure Rights. (a) Notice to Financing Provider by RCMU. RCMU shall, concurrently with the delivery of any notice of an event of default under the Assigned Agreement (each, an"Event of Default") to Seller(a"Default Notice"), provide a copy of such Default Notice to Financing Provider pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of the Default Notice to Financing Provider the next business day after receipt from RCMU, independent of any agreement of RCMU to deliver such Default Notice. (b) Cure Period Available to Financing Provider Prior to Any Termination by RCMU. Upon the occurrence of an Event of Default, subject to (i) the expiration of the relevant cure periods provided to Seller under the Assigned Agreement, and(ii) Section 4(a) above, RCMU shall not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice of the Event of Default and affords Financing Provider an Additional Cure Period(as defined below)to cure such Event of Default. For purposes of this Agreement "Additional Cure Period"means (i) with respect to a monetary default, ten (10)business days in addition to the cure period(if any)provided to Seller in the Assigned Agreement, and(ii)with respect to a non-monetary default, sixty(60) days in addition to the cure period(if any)provided to Seller in the Assigned Agreement, and to the extent that such non-monetary default is incapable of being cured within this sixty(60) day cure period,up to an additional sixty (60) day period if diligently pursuing cure. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page62 of 68 September 2023 361 of 725 (c) Failure by RCMU to Deliver Default Notice. If neither RCMU nor Seller delivers a Default Notice to Financing Provider as provided in Section 4(a), the Financing Provider's applicable cure period shall begin on the date on which notice of an Event of Default is delivered to Financing Provider by either RCMU or Seller. Except for a delay in the commencement of the cure period for Financing Provider and a delay in RCMU's ability to terminate the Assigned Agreement(in each case only if both RCMU and Seller fail to deliver notice of an Event of Default to Financing Provider), failure of RCMU to deliver any Default Notice shall not waive RCMU's right to take any action under the Assigned Agreement and will not subject RCMU to any damages or liability for failure to provide such notice. (d) Extension for Foreclosure Proceedings. If possession of the Project(as defined in the Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and Financing Provider commences foreclosure proceedings against Seller within thirty(30) days of receiving notice of an Event of Default from RCMU or Seller, whichever is received first, Financing Provider shall be allowed a reasonable additional period to complete such foreclosure proceedings, such period not to exceed two hundred seventy(270) days; provided, however, that Financing Provider shall provide a written notice to RCMU that it intends to commence foreclosure proceedings with respect to Seller within ten(10)business days of receiving a notice of such Event of Default from RCMU or Seller, whichever is received first. In the event Financing Provider succeeds to Seller's interest in the Project as a result of foreclosure proceedings, the Financing Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements of Section 3 of this Consent and Agreement. 5. Setoffs and Deductions. [Each of Seller and Financing Provider agrees that RCMU shall have the right to set off or deduct from payments due to Seller each and every amount due RCMU from Seller whether or not arising out of or in connection with the Assigned Agreement.] Financing Provider further agrees that it takes the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of action RCMU may have against Seller. 6. No Representation or Warranty. Seller and Financing Provider each recognizes and acknowledges that RCMU makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller's right, title, and interest in the Assigned Agreement, and Financing Provider releases RCMU from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts. 7. Amendment to Assigned Agreement. [Financing Provider acknowledges and agrees that RCMU may agree with Seller to modify or amend the Assigned Agreement, and that RCMU is not obligated to notify Financing Provider of any such amendment or modification to the Assigned Agreement. Financing Provider hereby releases RCMU from all liability arising out of or in connection with the making of any amendment or modification to the Assigned Agreement.] City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page63 of 68 September 2023 362 of 725 8. Payments under Assigned Agreement. RCMU shall make all payments due to Seller under the Assigned Agreement from and after the date hereof to [ ], as depositary agent, to ABA No. [ ], Account No. ], and Seller hereby irrevocably consents to any and all such payments being made in such manner. Each of Seller, RCMU and Financing Provider agrees that each such payment by RCMU to such depositary agent of amounts due to Seller from RCMU under the Assigned Agreement shall satisfy RCMU's corresponding payment obligation under the Assigned Agreement. 9. Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed received (i) at the close of business of the date of receipt, if delivered by hand or by facsimile or other electronic means, or(ii) when signed for by recipient, if sent registered or certified mail, postage prepaid, provided such notice was properly addressed to the appropriate address indicated on the signature page hereof or to such other address as a party may designate by prior written notice to the other parties, at the address set forth below: If to Financing Provider: Name: KeyBank National Association Address: 127 Public Square Cleveland, OH 44114 MailCode: OH-01-27-08 81 Attn: Renee Bonnell Telephone: Facsimile: Email: renee.bonnell@key.com With a copy to: City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page64 of 68 September 2023 363 of 725 If to Financing Provider: Name: KeyBank National Association Address: 4910 Tiedeman Road Brooklyn, OH 44144 MailCode: OH-01-49-0114 Attn: Regina Pitts Telephone: Facsimile: Email: regina_pitts@KeyBank.com If to RCMU: Name: Address: Attn: Telephone: Facsimile: Email: (b) No Assigningnt. This Consent and Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of RCMU, and shall be binding on and inure to the benefit of the Financing Provider, the Secured Parties and their respective successors and permitted transferees and assigns under the loan agreement and/or security agreement. (c) No Modification. This Consent and Agreement is neither a modification of nor an amendment to the Assigned Agreement. (d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. (e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to have so waived or excused. City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page65 of 68 September 2023 364 of 725 (f) Counterparts. This Consent and Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. (g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent and Agreement. (h) Severability. The invalidity or unenforceability of any provision of this Consent and Agreement shall not affect the validity or enforceability of any other provision of this Consent and Agreement, which shall remain in full force and effect. (i) Amendments. This Consent and Agreement may be modified, amended, or rescinded only by writing expressly referring to this Consent and Agreement and signed by all parties hereto. IN WITNESS WHEREOF, each of RCMU and Financing Provider has duly executed this Consent and Agreement as of the date first written above. [Remainder of page intentionally left blank. Signature page to follow] City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page66 of 68 September 2023 365 of 725 City of Rancho Cucamonga(RCMU) By: Name: Title: KeyBank National Association(Financing Provider), as collateral agent By: Name: Title: ACKNOWLEDGEMENT The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a copy of any Default Notice it receives from RCMU to Financing Provider the next business day after receipt by Seller, and confirms that the Financing Provider identified above and the Secured Parties have provided or are providing financing to the undersigned. VS HW Napa A, LLC By: Valta Solar LLC Its: Manager By: Name: Mark Milius Title: Manager City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page67 of 68 September 2023 366 of 725 INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT APPENDIX I - FORM OF CONSENT TO ASSIGNMENT *** End of Appendix I*** City of Rancho Cucamonga—Industrial Zoning District Renewable Power Purchase Agreement Page68 of 68 September 2023 367 of 725 24941 Dana Point Harbor Drive, Suite C220 Dana Point,CA 92629 September 6, 2023 RE: Industrial Zoning District Renewable Power Purchase Agreement — Appendix I — 12434 4th Street, Rancho Cucamonga, California Dear Rancho Cucamonga City Council: Valta Energy is the owner/developer of the proposed rooftop solar facility to be located at 12434 4`h Street and is entering into the above-referenced power purchase agreement with RCMU for the sale of the power produced by the facility. Appendix I of the Industrial Zoning District Renewable Power Purchase Agreement, which is titled Form of Consent to Assignment, is in final form and is in the process of being executed by our third-party financing partner. We would ask the City Council to approve and execute Appendix I at this time so this project is not delayed, with the understsanding that the third-party signature will be provided as soon as possible. Thank you for your consideration. Regards, Mark Milius CEO of Valta Energy Page 1 of 1 368 of 725 A h 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Michael Parmer, Assistant to the City Manager SUBJECT: Consideration of Amendment No. 1 to the Professional Services Agreement with Environment Planning Development Solutions, Inc. for Environmental Compliance Services for Cucamonga Canyon and the Morgan Ranch Trailhead to the Scope of Work. (CITY/FIRE) RECOMMENDATION: Staff recommends the City Council amend Planning Contract No. 19-030 for Environment Planning Development Solutions, Inc. for Environmental Compliance Services for Cucamonga Canyon and the Morgan Ranch Trailhead in an Amount Not-to-Exceed $200,000. BACKGROUND: At their regular meeting on March 20, 2019, the City Council approved Professional Services Agreements (PSAs) with eleven (11) selected consultant firms to conduct on-call California Environmental Quality Act (CEQA) environmental services. The California Environmental Quality Act requires state and local governments to consider the potential effects of a project before deciding whether to approve it. CEQA's purpose is to disclose the potential impacts of a project, suggest methods to minimize those impacts, and discuss alternatives to the project so that decision makers will have full information upon which to base their decisions. CEQA applies to both public and private projects. The Planning Department routinely uses environmental consultants to assist in the CEQA analysis of private development projects. Other City departments such as Engineering Services, Community Services, and Public Works also utilize CEQA consultants as needed for public projects. To reduce contract redundancies and streamline the procurement process, a Statement of Qualifications ("SOQ") was prepared to create an "on-call" consultant list for CEQA services that can be utilized by all City departments. ANALYSIS: In March 2023, the City requested proposals for the City's on-call consultant list for CEQA services; however, the City only received a proposal from EPD Solutions, Inc. for environmental compliance services for the future Morgan Ranch Trailhead location. The proposal was revised in August 2024 to include the Cucamonga Canyon area at Party Point to the canyon falls. The total cost of the proposal is two-hundred-thousand dollars ($200,000). 369 of 725 The proposal was evaluated by an evaluation committee based on the method of approach, budget and resource allocation, and ability to meet funding deadlines. Staff has determined that EPD Solutions, Inc.'s proposal meets the City's needs and deliverables and is recommending City Council approval. FISCAL IMPACT: Staff recommends the City Council approve Amendment No. 1 to contract number 19-030 with EPD Solutions, Inc. in a total not-to-exceed amount of $200,000. The Fire District has sufficient funds in account number 3288501-5650/2091288-6311 to cover the cost of this contract. Funds for the environmental assessment are reimbursable through the federal community program funding the City received in Fiscal Year 2022/2023. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council core values of promoting and enhancing a safe and healthy community for all by enhancing the public safety and access to Cucamonga Canyon with the development of a dedicated trailhead and future development of a trail from Party Point to the canyon falls. ATTACHMENTS: Attachment 1 - EPD Solutions, Inc. Proposal Attachment 2 - Planning Contract No. 19-030 Attachment 3 - Amendment No. 1 EPD Solutions, Inc. Page 2 370 of 725 Attachment 1 ENVIRONMENT I PLANNING I DEVELOPMENT SOLUTIONS , INC . Submitted via email. March 15, 2023 Revised August 30, 2023 Michael Parmer City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Michael.Parmer@cityofrc.us RE: Proposal for Environmental Compliance Services for the Rancho Trailhead Improvement Project. Dear Mr. Parmer: Thank you for inviting us to submit this proposal for the preparation National Environmental Policy Act(NEPA) and California Environmental Policy Act (CEQA) environmental compliance documentation for the Rancho Trailhead improvement project(project).The project site is approximately 5.5 acres and is located northeast of the intersection of Skyline Road and Almond Street. The City proposes various improvements, including repaving of the trail and the addition of a parking lot, shade structures, bicycle parking and perimeter fencing. At this time,the conceptual plan is underway, and the exact improvements and limits of disturbance has not been finalized. Therefore, this work provides costs for two separate design alternatives for the project based on the two alternatives provided by City staff. We understand the project is partially funded by the U.S. Department of Housing and Urban Development (HUD). ENVIRONMENTAL UNDERSTANDING EPD provides this scope and cost for preparation of an Environmental Assessment (EA) to with comply with NEPA and all HUD rules and regulations that govern the environmental review process, which can be found at 24 CFR Part 58, for the project. However, if based on the project's final design and impacts, the project qualifies for a NEPA Categorical Exclusion (CE), a CE would be accommodated by the existing scope and cost would be reduced accordingly. Pursuant to CEQA,it is anticipated that a Mitigated Negative Declaration (MND)would be required because mitigation measures may be required for biological and cultural resources. However, if mitigation measures are not necessary, it is anticipated that the project would qualify for a Categorical Exemption, including Class 1 (Existing Facilities) and Class 2 (Replacement or Reconstruction of existing facilities). This proposal provides the cost of a MND,which is higher; a Categorical Exemption would be accommodated by the MND scope and the cost would be reduced accordingly. The EPD team can commence work on this project as soon as we receive a Task Order or written notice to proceed. We anticipate that two separate documents will be required (a CE or EA for NEPA and an MND or Categorical Exemption for CEQA). These are provided as Tasks 3 and 5, respectively. However, if HUD determines that a joint CEQA/NEPA document is acceptable, we will draft a joint document and the total cost would be revised to reflect cost savings related to a consolidated document. Urban Planning ■ Due Diligence ■ Entitlements■CEQA/NEPA■ Development Services■Management■ Public Outreach 3333 Michaelson Drive,Suite 500■ Irvine,Calif.92614 949.794.1 180 ■ info(a-)epdsolutions.com 371 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 2 SCOPE OF WORK ■ Task 1: Project Initiation, Preparation of Project Description, and Review of Existing Studies ■ Task 2: Technical Memo Preparation (Air Quality, GHG, Energy, and Noise, Cultural and Biological) ■ Task 3: Environmental Assessment— NEPA Complaince ■ Task 4: HUD Environmental Review Online System (HEROS) ■ Task 5: Mitigated Negative Declaration —CEQA compliance ■ Task 6: Project Management and Meetings ■ Task 7. Project Management Each task would be required independent of the design option chosen for the trail; however, two distinct budgets are included for each task in order to cover the additional area under the expanded trail option. Task 1. Project Initiation, Preparation of Project Description, and Review of Existing Studies 1.1 Project Kickoff Meeting and Review of Existing Studies After receiving the notice to proceed, EPD will attend a Project Kick-Off Meeting with the City to discuss the Project description, purpose, schedule, and specific project issues, as well as to receive available project information. Additional project information will include receipt of the conceptual site plans, grading plans, and associated technical studies prepared in support of the civil plans such a Phase I Environmental Site Assessment, hydrology and soils and geotechnical reports, if available. Following the review of existing data, any gaps in the data, and recommendations for correcting the gaps, will be discussed with the City. We will work closely with the City to determine what additional data must be collected in support of the documents to be prepared for the proposed Project. It is assumed that we can use these documents in the analysis of the proposed Project. We will also conduct a preliminary site visit to begin assessing the proposed Project area. If tribal consultation is required, EPD will work with the City to draft the Assembly Bill 52 (AB 52) tribal consultation letters. 1.2 Preparation of the Project Description One of the keys to successful environmental compliance is a clear definition of the project and its components. This also helps ensure the project team is on the same page with the overall project scope. The project description must be complete, comprehensive, stable, and finite in order to analyze the impacts accurately. The project applicant will be identified, along with a statement of project objectives. Detailed project phasing (construction and operation) and grading information will be included. Required approvals and anticipated uses will be identified. Report figures will include regional, vicinity, and site location maps; project plans; circulation and infrastructure plans; and others as necessary to clarify the project. The EPD team will prepare the project description and submit it to the City for review. Task 2. Preparation of Technical Studies The following technical analyses are included in this proposal based on our review of the Project to provide information for the NEPA and CEQA documents. Note that complete technical studies with impact analyses have been assumed for the numbers 2, 3, 4 and 5. This provides maximum flexibility in determining the CEQA compliance path should there be a possibility to exempt the project from CEQA; however, if the City desires to reduce costs, model outputs for those studies could be prepared instead. Consistent with the approach of providing the higher cost of the MND,the following scopes capture the higher cost approach. 1. Traffic Impact Analysis and Vehicle Miles Traveled (VMT) Screening Memo 2. Air Quality Impact Analysis 3. GHG Analysis 4. Energy Analysis 372 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 3 5. Noise Impact Analysis 6. Cultural Resources and Paleontological Study 7. General Biological Assessment 2.1 Traffic Impact Analysis and VMT Screening Memo EPD will prepare an evaluation of the site to determine whether a Level of Service (LOS) or vehicle miles traveled (VMT) analysis would be required. The project is not located in a transit priority area or a low- VMT generating area and therefore would not meet these criteria. However,as an existing recreational use, the project is expected to be considered a local serving use. Furthermore,if the daily project trip generation is less than 1 10 daily trips,the project would screen out of further analysis.Once the trip generation analysis is complete, this determination could be made. Should an LOS and/or VMT analysis be needed, an amendment will be prepared for the associated proposed scope and fee. 2.2 Air Quality Impact Analysis The EPD team will gather project construction and operational data to calculate construction and operational emissions of criteria air pollutants and greenhouse gas emissions using the current version of the California Emissions Estimator Model (CalEEMod). The results of these calculations will be summarized in an Air Quality Impact Analysis, with conclusions drawn as to project significance using applicable thresholds for emissions of criteria pollutants and carbon dioxide equivalents. The following scope of work serves to meet the requirements of the City's and the South Coast Air Quality Management District (SCAQMD) for preparation of an Air Quality Impact Analysis. ■ Evaluate the existing conditions of the project study area; this will include gathering background air quality data, local wind patterns in the study area and identifying applicable rules, plans and thresholds of significance. ■ Identify construction-related air quality impacts from associated construction activities at the project site which may include demolition, import/export of fill dirt, mass grading, building construction, paving, concrete pouring, etc. ■ Evaluate operational emissions for the proposed project, based upon trip generation projections provided as part of the traffic study. Peak hour trips will be used along with estimates of the types of trips generated and average travel speeds to estimate daily emissions generated by the project. In addition,emissions from other operational sources such as heaters,air conditioners,water heaters, consumer products, and lawn care equipment will also be considered. ■ A screening-level CO Hotspot analysis of future conditions at key intersections located in the project study area will be prepared. It is anticipated that a qualitative discussion on CO Hotspot potential and rationale as to why more detailed modeling of CO Hotspot analysis is not required. ■ Perform a screening-level Construction and Operational Localized Significance Threshold (LST) analysis as recommended by the SCAQMD. It is anticipated that the SCAQMD's look-up tables will be utilized. ■ Evaluate potential odor impacts resulting from the proposed project. Identify applicable mitigation measures and regulatory requirements that the project must comply with to minimize odors. For the purposes of this evaluation a qualitative assessment of odors and odor controls is expected. ■ Qualitatively discuss cumulative impacts within the context of planned and foreseeable projects for short-term construction and long-term operational activity. Since the basin is in non-attainment the determination of significance will likely be based on whether or not the Project results in a substantial incremental increase. 373 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 4 ■ Identify and recommend mitigation measures that are feasible to implement and that will reduce any potential impacts to the maximum extent possible. Prepare an air quality report that incorporates the findings and all supporting calculations. ■ Revise the air quality impact analysis report based on comments provided by the project team for up to one review cycle. 2.3 Greenhouse Gas Emissions Analysis ■ Evaluate applicable federal and state regulatory requirements (i.e., AB 32, SCAQMD, CARB thresholds). Qualitatively discuss the effects of GHG emissions on regional air quality. ■ Evaluate applicable GHG emissions associated with heavy-duty construction equipment combustion that will likely occur during the various phases of construction. Data available from the project team and technical air quality analysis will be utilized in characterizing GHG-generating activities. ■ Evaluate increase in applicable GHG emissions associated with long-term mobile source activity, heaters air conditioners,water heaters,consumer products,cargo handling equipment and lawn care equipment. Data available from the technical air quality analysis as well as the technical traffic impact analysis will also likely be utilized in calculating the emissions inventory. ■ Evaluate project significance based on an applicable Climate Action Plan (if any). ■ Prepare a greenhouse gas emissions report documenting the results of the study. The report will summarize the results of the previous work tasks and define appropriate and feasible mitigation packages to address any significant impacts related to greenhouse gas found in the analysis. ■ Revise the greenhouse gas analysis report based on comments provided by the project team for up to one review cycle. 2.4 Energy Use Calculations ■ Quantify construction energy consumption from the proposed project (equipment and vehicles). ■ Quantify direct and indirect electricity energy consumption from the proposed project. ■ Quantify natural gas energy consumption from the proposed project. ■ Provide summary tables in excel and PDF format for inclusion in the CEQA document. 2.5 Noise Impact Analysis ■ Identify and review applicable, Federal, State and Local Noise criteria. This includes the City Noise Element and Municipal Code to determine appropriate noise standards and significance criteria. ■ Collect long-term 24-hour ambient noise level measurements in the Project study area at up to four locations to quantify the existing noise environment. All noise level measurement equipment will satisfy American National Standards Institute (ANSI) standard specifications for sound level meters ANSI S1.4-2014/IEC 61672-1:2013. The noise level measurements will be collected consistent with the criteria outlined in the City's Municipal Code and based on the methodology provided in the HUD Noise Guidebook. Briefly describe the ambient noise conditions in the Project study area. ■ Collect reference noise level measurements to represent the expected stationary source impacts associated with the proposed trailhead and parking lot land uses. ■ Evaluate the potential stationary source noise impacts associated with the operation of the proposed project and recommend measures to reduce the potential noise impacts to any nearby noise-sensitive uses. ■ Provide a detailed construction noise and vibration analysis for each stage of construction using reference noise level measurements of similar activities. 374 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 5 ■ Summarize the results of the study in a noise impact analysis report addressing the potential impacts associated with the project and provide the appropriate measures to reduce the impacts to levels of less than significant. ■ Revise the noise study report based on comments provided by (client and/or City staff) for up to one review cycle. 2.6 Cultural Resources and Paleontological Study EPD recommends a cultural resources study to determine the site's sensitivity for archeological resources and Paleontological Study to occur on the project site and to make recommendations in order to minimize potential impacts to identified cultural resources. ■ Cultural Resources Background Research — The project specialist will conduct a cultural resources records search of the project area as well as a one-mile radius around the project area from the South Coastal Information Center at University of California, Riverside and the Native American Heritage Commission. The project specialist will obtain copies of records for resources and previous studies that intersect the project area, and prior investigations that have occurred within the project area. Bibliographic information will be provided for all sites/prior studies that exist within one mile of the project area. ■ Cultural Site Visit—The project specialist will perform a pedestrian field survey of the property, to identify cultural resources that may be visible on the surface. This work will be conducted by a Qualified Archaeologist. ■ Cultural Resources Technical Report — For the purpose of calculating costs, we have assumed no cultural resources lie within the project area. We will prepare one combined technical report that addresses archeological resources. We assume there will be negative findings within the reports. The report will include a project description, brief culture history of the area, maps of the proposed project, methods, and results. The project specialist will include the cultural records search results. Architectural Historian review will be conducted by another consultant. We assume that electronic submittal of the reports will suffice, and we have accounted for one round of minor editorial comments to the report in our cost. 2.7 General Biological Assessment ■ Literature Review. Prior to conducting any field surveys,the biologists will conduct a literature review that will include, but not necessarily be limited to: a current California Natural Diversity Database (CNDDB) and California Native Plant Society (CNPS) search for records of sensitive biological resources in the project vicinity; the USDA Web Soil Mapper; USFWS Information, Planning, and Conservation System; National Wetlands Inventory; and previous reports prepared for the project site or nearby project site, if provided to the biologist.This review will be used to focus field survey efforts in a refined capacity. Additionally, the biologist will review all past technical reports, environmental documents associated with the proposed project and the surrounding area. The purpose of this task is to become familiar with the project and the environmental requirements for approval and to discuss findings and strategies as the studies progress. This task also includes developing all field maps needed to perform the field studies. ■ Field Survey. The biologist will visit the project area and will conduct a pedestrian survey of the site. The entire (100% coverage) project area will be evaluated for vegetation types, habitat types, plant and animal species observed, jurisdictional waters, potential for state and federal listed 375 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 6 species, potential for wildlife corridors, and surrounding uses. Transects will be conducted 50-100 feet apart to document all plant and animal species observes, and habitat/vegetation types. Waypoints will be taken by GPS for any areas of interest and GIS will be used for further analysis. (Please Note: this task does not include focused surveys. If it is determined that focused surveys will be required, a separate scope will be provided.) ■ General Biological Assessment Report.The biologist will prepare a GBA report based on literature, field survey, and GIS analysis. The report will include sections describing the project, project area, regulatory background,methodology used,existing habitat and vegetation types,species observed, a discussion of the potential for sensitive species within or adjacent to the project site, potential for wildlife corridors, potential impacts to existing resources, and recommendations to mitigate impacts to resources. Task 3. Environmental Assessment— NEPA Compliance This scope of work assumes that the EPD Team will prepare an EA in accordance with the Council on Environmental Quality (CEQ) regulations (40 Code of Federal Regulations [CFR] 1500-1508) implementing the NEPA (42 United States Code [USC] 4321 et seq.), to disclose and analyze potential environmental impacts from the Project. The document process will include preparation of the EA that will follow the Part 50 Environmental Assessment Format published by HUD Exchange in November 2016. Note,if based on meetings with appropriate federal,state,and/or City personnel,and a review of relevant legislation and literature, a determination is made that the proposed action is eligible for a Categorical Exemption (CE),the EPD team will prepare a record of environmental consideration, in coordination with the City, documenting the applicability of the CE from NEPA compliance. We will follow the HUD suggested environmental review format for a Part 58 CEST project(categorically excluded,subject to the Federal laws and authorities referenced at 24 CFR 58.5). 3.1 Administrative Draft EA The EPD Team will prepare an Administrative Draft EA, in accordance with HUD's format for EA Determinations and Compliance Findings for HUD-assisted Projects (24 CFR Part 58). The EA will be prepared utilizing the format preferred by HUD, which includes the following sections: 1. Project Information 2. Funding Information 3. Compliance with 24 CFR 50.4, 58.5, and 58.6 Laws and Authorities 4. Environmental Assessment Factors 5. Mitigation Measures and Conditions The analysis of the environmental effects and significance will address direct,indirect,and cumulative impacts of all the alternatives considered. These include the discussion of the Project's compliance with statutes, executive orders, and regulations listed at 24 CFR 50.4, 58.5 and 58.6, and environmental assessment factors including land development, socioeconomic, community facilities and services, and natural features as appropriate. The Administrative Draft EA will incorporate information from the technical reports and Project's information received during the Project Kick-off. All other information will be obtained through publicly available data. If the findings of the Administrative Draft EA indicate that the Project will significantly affect the quality of the human environment, the Project would require the preparation of an Environmental Impact Statement (EIS). The preparation of an EIS will be provided as a separate scope. If the Draft EA indicates that the Project would not likely cause a significant environmental effect, the Administrative Draft EA would be finalized and a Findings of No Significant Impact (FONSI) will be prepared. 376 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 7 3.2 Screencheck EA The EPD Team will prepare the Screencheck EA based on comments received on the Administrative Draft EA from the City. The Screencheck EA will be resubmitted to the City and HUD for one round of review and comment. After receipt of one round of comments from the City and HUD on the Screencheck EA, EPD will incorporate changes and prepare a Final EA for the submittal. Deliverable: ■ One electronic copy of the Screencheck in Word and PDF format for City and HUD review. ■ One electronic copy of the FONSI for one round of review. ■ Hard Copies may be provided, as needed using reimbursable expense budget. Task 4. HUD Environmental Review Online System (HERDS) To help Responsible Entities facilitate the environmental review process, HUD's Office of Environment and Energy (OEE) has developed HEROS. HEROS is a web-based system for Responsible Entities to prepare and manage their Environmental Review Records (ERR). HEROS applies to all environmental reviews for HUD- assisted projects. HEROS streamlines the environmental review process for users by replacing the existing paper-based process with a comprehensive web-based system. Users can create electronic Environmental Review Records and manage their reviews from a single, electronic portal. HEROS facilitates easier organization, sharing, and communications between a Responsible Entity and its partners. This optional task includes coordination with HUD and access and uploading of ERR documents to the HUD Environmental Review Online System. This task includes approximately 16 hours of labor. Should additional time be warranted, a change order would be requested. Task 5. Mitigated Negative Declaration —CEQA Compliance 5.1 Administrative Draft MND To evaluate the project pursuant to CEQA, EPD will prepare an Initial Study (IS) Checklist for the project addressing each of the environmental topics using the City's standard environmental checklist and the applicable mitigation measures of the City's 2021 General Plan EIR to assess each environmental impact. An administrative draft of the IS/MND will be provided to the City for review. One round of consolidated City review comments on the Administrative Draft document are assumed. As mentioned previously,the project may be exempt from CEQA pursuant to California Code of Regulations Section 15301 and Section 15302. As such, a CEQA Exemption can be written under Task 5 with no additional cost. 5.2 Screencheck Draft IS/MND Based on comments from the project team, a screencheck draft will be submitted to the city for review. City comments will be incorporated into an updated document. One round of review is expected. 5.3 Public Review Draft IS/MND Incorporating City comments, EPD will prepare a Public Draft IS/MND and prepare the document for public release and distribution. As part of this task, EPD will also prepare a Mitigation Monitoring and Reporting Program (MMRP) for the project. The MMRP will use the City's typical format for such documents. EPD will review the MMRP with the project team to ensure the steps to compliance with each mitigation measure are appropriate and feasible. At the conclusion of this task, EPD will coordinate public release of the IS/MND and NOC for a 20- or 30-day review period. EPD will prepare a Notice of Completion (NOC) for posting with the IS/MND to the State Clearinghouse. 377 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 8 5.4 Final MND and Response to Comments During the public review period and immediately thereafter, EPD will prepare responses to public comments and communicate with the project team to discuss any comments that raise significant issues or require additional analysis beyond what has been completed under Task 4 and assumed in this proposal. EPD will inform the project team immediately if an addendum to this proposal is needed as a result of the public comments. 25 hours have been assumed for this task. EPD will compile the Final IS/MND document addressing any changes associated with the responses to comments for the Planning Commission hearing and send it to the project team and City. Upon the City approval of the environmental document, EPD will coordinate filing of the Notice of Determination (NOD). 5.5 Notice of Determination Upon the City's approval of the environmental document, EPD will coordinate with the County Clerk and planning staff to prepare and file the Notice of Determination. Task 6. Meetings & Hearings EPD will attend two team meetings (either in person or via conference call) and hearings before the Planning Commission and City Council. For budgeting purposes, two one-hour conference calls, one Planning Commission hearing, and one City Council hearing are assumed. This task also includes Planning Commission and City Council meeting preparation,which will include compiling a PowerPoint presentation. EPD staff will be available to respond to Planning Commission and City Council questions on the project. Task 7. Project Management This task includes project management and coordination of CEQA activities only. Over the remaining 10- month entitlement period, three hours per month are assumed for the CEQA Project Manager (Meaghan Truman) and two hours per month is assumed for the Project Director (Konnie Dobreva). Project management of the entitlement and design consultants (architect, landscape architect,etc.) may be contracted separately. 378 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 9 FEES & EXPENSES EPD proposes the following fixed and hourly not to exceed (NTX) fees for this CEQA analysis, based on the two separate design alternatives and the scope of work defined above. Fees would be billed pursuant to the attached Provisions of Agreement. This budget assumes completion of the project within a 10-month period; if entitlements extend beyond that period for reasons outside of EPD's control, we may request a supplemental fee to account for ongoing project management and coordination expenses. This budget does not include direct expenses or processing or application fees. Task Total Labor Total Labor Original Scope Expanded Scope Task 1. Project Initiation; Preparation of Project Description; Technical Study Review 7.7 Project Kick off Meeting and Review of Existing Technical $6,860 $6,860 Studies (Fixed Fee) 7.2 Preparation of Project Description (Fixed Fee) $4,230 $4,230 Task 2. Preparation of Technical Studies 2.7 Traffic Impact Analysis and VMT Screening Memo (Fixed Fee) $4,300 $4,300 2.2 Air Quality Impact Analysis (Fixed Fee) $9,620 $9,620 2.3 Greenhouse Gas Emissions Analysis (Fixed Fee) $7,020 $7,020 2.4 Energy Use Calculations (Fixed Fee) $3,848 $3,848 2.5 Noise Impact Analysis (Fixed Fee) $1 1,31 0 $1 1,31 0 2.6 Phase I Cultural Resources and Paleontological Assessment $8,700 $9,750 (Fixed Fee) 2.7 General Biological Assessment (Fixed Fee) $5,850 $7,930 Task 3. Environmental Assessment- NEPA Compliance 3.7 Administrative Draft EA (Fixed Fee) $34,550 $38,400 3.3 Screencheck EA (Fixed Fee) $9,800 $1 1,100 Task 4. HUD Environmental Review Online System (HEROS) $4,961 $4,961 Task 5. Mitigated Negative Declaration -CEQA Compliance 5.7 Administrative Draft ISIMND (Fixed Fee) $17,040 $21,120 5.2 Screencheck Draft ISIMND (Fixed Fee) $5,680 $5,680 5.3 Public Review Draft ISIMND (Fixed Fee) $3,420 $3,420 5.4 Final MND and Response to Comments (NTX) $5,745 $5,745 5.5 Notice of Determination (Fixed Fee) $1,050 $1,050 Task 6. Meetings and Hearings (NTX) $9,650 $9,650 Task 7. CEQA/NEPA Project Management (NTX) $15,510 $15,510 TOTAL $169,144 $181,504 Estimated Expenses $4,000 $4,000 TOTAL LABOR & EXPENSES $173,144 $185,504 Assumptions EPD's cost estimate identifies the costs associated with completing the proposal scope of services, including the cost of attendance at meetings, expenses, and reproduction costs. Our cost estimate is based on our scope of services and schedule, and the following assumptions: ■ The cost estimate is valid for up to 90 days from the date of submittal/opening, after which it may be subject to revision. ■ Costs have been allocated to tasks to determine the total budget. EPD may reallocate costs among tasks, as needed, as long as the total budget is not exceeded. ■ Additional review cycles or additional versions of administrative drafts of any documents beyond the assumptions contained within the scope of work will constitute additional work. 379 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 10 The budget is based on completion of work within a maximum 10-month schedule. If a delay of 90 days or more occurs as a result of circumstances beyond EPD's control, additional entitlement management costs may be required. Thank you again for your consideration and interest in EPD Solutions, Inc. Should you have any questions, please do not hesitate to contact me. Respectfully submitted, Agreed to by: 7eremy lutions, IncKrdut Print Name: Date: Enclosure: Provisions of Agreement 380 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 11 PROVISIONS OF AGREEMENT City of Rancho Cucamonga ("Client") and Environment I Planning I Development Solutions, Inc. ("Consultant") agree that the following Provisions of Agreement ("Provisions") shall be part of the agreement to Client dated August 30, 2023,for the services described therein ("Project")to which these Provisions are attached and both shall be considered and constitute the "Agreement" referenced herein. I. DEFINITIONS: 1. Client and Consultant agree to cooperate with each other in order to fulfill their responsibilities and obligations under this Agreement.Both Client and Consultant shall endeavor to maintain good working relationships among members of the project team. 2. Ownership of Instruments of Service: All documents prepared or furnished by Consultant pursuant to this Agreement are Consultant's Instruments of Service, have been prepared for use solely with respect to this Project, and Consultant shall retain an ownership and property interest therein. Consultant grants Client a license to use Consultant's Instruments of Service for the purpose of constructing, occupying and maintaining the Project. Reuse or modification of any such documents by Client, without Consultant's written permission, shall be at Client's sole risk, and Client agrees to indemnify and hold Consultant harmless from all claims, damages and expenses, including attorneys' fees, arising out of such reuse by Client or by others acting through Client. Client acknowledges that Consultant's Instruments of Service may be stored and delivered to Client and others in electronic files("Data"),and that anomalies and errors can be introduced into the Data when it is transferred or used in conjunction with incompatible computer equipment or software.Consultant's Data is being furnished "as is" and Consultant shall have no duty to modify or update the Data unless a part of the approved Project. Consultant reserves the right to retain an archival paper or electronic copy of the Data delivered to Client or the general contractor which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished by Consultant. If Consultant is not paid in full for all its services,Client shall,upon demand,return Consultant and Consultant's sub-consultants Instruments of Service and refrain from using Instruments of Service for any purpose whatsoever. II. CONSULTANTS RESPONSIBILITIES: 1. Consultant will perform its professional services in the manner identified in the Agreement for the identified fixed fees and budgeted items, excluding direct expenses. Services provided on a time and materials basis or additional services will be charged based on the following hourly billing rates: List of Standard Hourly Rates Position Hourly Rate President Principal $300 - $350 Vice President of: Planning; Environmental Planning; Development; Transportation $275 - $300 Planning; Construction Management; Engineering; Design Senior Director of: Planning; Environmental Planning; Development; Transportation $260 - $285 Planning; Construction Management; Engineering; Design Director of: Planning; Environmental Planning; Development; Transportation Planning; $250 - $275 Construction Management; Engineering; Design Senior: Project Manager; Planner; Transportation Planner; Engineer; Environmental $21 0 - $250 Planner; Associate Project Manager;Associate Engineer $1 85 - $21 0 Associate: Planner; Environmental Planner; Transportation Planner $165 - $185 Assistant: Project Manager; Environmental Planner; Transportation Planner; Project $150 - $165 Planner; Engineer Project Coordinator; GIS Analyst; Drafter $1 35 - $150 Support Staff $85 - $135 381 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 12 Once the maximum fee is reached, Consultant will stop work unless Consultant and Client agree to increase the maximum fee amount or Client agrees to pay for additional services in accordance with Consultant's billing rates identified herein. This rate schedule is subject to change due to the granting of wage increases and/or other employer benefits to field or office employees during the lifetime of this agreement. 2. Consultant will complete professional services described in this Agreement as expeditiously as is consistent with,and limited to,Consultant's standard of care. 3. This Agreement comprises the entire and integrated agreement between Client and Consultant and supersedes all prior negotiations,representations or agreements,either written or oral. This Agreement may be amended only by written instrument signed by an authorized representative of both Client and Consultant. 4. If any of the provisions of this Agreement shall be finally determined to be invalid or unenforceable in whole or in part,the remaining provisions hereof shall remain in full force and effect and be binding upon Client and Consultant hereto. Client and Consultant agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. 5. If the scope of services includes Consultant's assistance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a representation, warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency. 6. Construction Observation: Consultant shall visit the project at intervals appropriate in the Consultant's professional opinion, during construction to become generally familiar with the progress and quality of contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents. On the basis of on-site observations as a Consultant,Consultant shall keep Client informed about the progress and quality of the work, and shall endeavor to guard Client against, and promptly notify Client in writing of,defects and deficiencies in the work and against the contractor's failure to carry out the work in accordance with the intent of Consultant's Instruments of Service and the contractor's schedule. Client has not retained Consultant to make detailed inspections or to provide exhaustive or continuous project review and observation services. Consultant does not guarantee the performance of,and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on the project. If Client desires more extensive project observation or full-time project representation,Client shall request such services be provided by Consultant as Additional Services in accordance with the terms of this Agreement. It is agreed that Consultant's services under this Agreement do not include project observation, review of contractor's performance or any other construction phase services. Client assumes all responsibility for all construction phase services including, but not limited to: a. Submittal review and approval b. Contract document interpretation C. Site observations d. Change order review and approval e. Review and approval of contractor payment applications f. Certificates of substantial and final completion g. Preparation and disposition of punch lists h. Responding to contractor requests for information i. Administration of any operational and maintenance training including collection operational and training manuals Client waives any claims against consultant that may be in any way connected with Client's decision not to retain Consultant to performance construction phase services. Client agrees,to the fullest extent permitted by law, to indemnify and hold harmless Consultant,its officers, directors, employees and sub-consultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the performance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to Contract Documents to reflect changed field or other conditions. 382 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 13 Client, Client's contractors or subcontractors, or anyone for whom Client is legally liable shall assume full responsibility for the results of any changes made to the Contract Documents during construction. Client agrees to waive any claims against Consultant and to release Consultant from any liability arising directly or indirectly from such changes. Contract Documents Definition: The Contract Documents consist of the agreement, conditions of the contract (general,supplementary and other conditions),drawings,specifications,addenda issued prior to execution of the Agreement,other documents and modifications issued after execution of the Agreement. 7. Jobsite Safety: Consultant shall not supervise, direct or have control over general contractor or its subcontractors,regardless of tier,any employee or agent thereof(hereinafter"Contractor") work. Consultant shall not have authority over or responsibility for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work of Contractor.Consultant does not guarantee the performance of the construction contract by Contractor and does not assume responsibility for Contractor's failure to furnish and perform its work in accordance with the Construction Documents. III. CLIENT'S RESPONSIBILITIES 1. Client acknowledges that its right to utilize reports and other documents of Consultant provided pursuant to this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this Agreement, and Client has performed all its obligations under this Agreement, including but not limited to payment for services rendered. 2. Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes,use or reuse of the electronic files for any other project by anyone other than Consultant. 3. All fees and other charges due Consultant will be billed monthly and shall be due at the time of billing unless specified otherwise in this Agreement. 4. Consultant will provide Client with monthly invoices for services rendered and costs advanced. Client agrees that all billings from Consultant to Client are correct and binding on Client unless Client,within ten (10) days from the date of receipt of such billing,notifies Consultant in writing of alleged inaccuracies,discrepancies,or errors in billing. 5. Client agrees to pay a monthly late payment charge,which will be the lesser of one and one-half percent(1- 1/2%) per month or a monthly charge not to exceed the maximum legal rate, which will be applied to any unpaid balance commencing thirty (30) days after the date of the billing. If Client notes any inaccuracies, discrepancies, or errors in billing pursuant to Article III, late fees shall only apply beginning on the thirty-one (31) days after the inaccuracies,discrepancies,or errors have been corrected. IV. OWNERSHIP AND USE OF DOCUMENTS AND DATA 1. Prints or document printing will be billed directly to Client by the print company at no additional Consultant administrative cost or billed by consultant at cost plus fifteen percent (15%). All other reimbursable expenditures will be invoiced at cost plus fifteen percent (15%) handling fee. Sub-consultant costs will be billed at cost plus twenty-five percent(25%).Mileage will be billed at the standard Federal rate as provided for under Internal Revenue code. 2. Standard of Care: Consultant's services shall be provided consistent with and limited to the standard of care applicable to such services, which is that Consultant shall provide its services consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the same or similar circumstances. 3. Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled hereunder and termination of this Agreement. V. RISK ALLOCATION 383 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 14 1. Waiver of Consequential Damages: Notwithstanding any other provisions in this Agreement, Client and Consultant each waive consequential damages against the other party. Notwithstanding anything to the contrary set forth herein,the foregoing waiver shall not apply if the consequential damages are covered by Consultant's insurance policy. 2. Indemnity: Consultant and Client each agrees to indemnify and hold harmless the other (Indemnitor and Indemnitee), and their respective principals, officers, directors, partners, employees, and any other entity or person for which Indemnitor and Indemnitee is legally liable,from and against any damages,losses,liabilities, judgments, settlements, expenses, and costs (including reasonable and necessary attorneys' fees, costs and expenses recoverable under applicable law),that Indemnitee incurs as a result of third party claims,demands, actions,suits or matters connected therewith,to the extent caused by the negligent acts,errors or omissions,or willful misconduct of Indemnitor in the performance of services under this Agreement and any other entity or person for which the Indemnitor is legally liable. Notwithstanding the foregoing,if Indemnitor's obligation to indemnify arises out of Indemnitor's performance of services for the Project as a "design professional," as that term is defined in California Civil Code Section 2782.8,Indemnitor's indemnity obligation shall be limited in accordance with the provisions of Section 2782.8 as it was in effect as of the date of this Agreement. 3. Waiver of Personal Liability: It is intended by the parties to this Agreement that Consultant or its sub- consultant(s)services in connection with this Project shall not subject Consultant's or its sub-consultants)individual employees,officers or directors to any personal legal exposure for the risks associated with the Project or this Agreement,or any Addenda. Therefore,and notwithstanding anything to the contrary contained herein,Client agrees that as Client's sole and exclusive remedy,any claim,demand or suit shall be directed and/or asserted only against Consultant, a California corporation or its incorporated sub-consultant(s),and not against any of Consultant's or its sub-consultant(s) individual employees,officers or directors. 4. Consultant will be legally liable for only the services expressly undertaken pursuant to this Agreement, and not otherwise.Consultant will not be legally liable for the providing of,or the failure to provide other services, even if information from others is incorporated into Consultant's instruments of service for ease of reference or otherwise.Further,and without limitation,Consultant will not be responsible for delays or other matters beyond its reasonable control;for inaccurate information provided to it by Client or other reasonably reliable sources; for site conditions of which it was not informed;for hazardous materials or toxic substances at the Project site; for construction means, methods,techniques,sequences or procedures, including without limitation excavation, shoring,demolition or erection procedures or construction safety precautions and programs; for the timeliness or quality of contractor performance or for the failure of any contractor to perform work in accordance with the Project's construction documents; or for actions or inaction of third parties including other consultants,utility companies and governmental or quasi-governmental agencies. 5. Limitation of Liability: To the extent permitted by law,the total liability,in the aggregate,of Consultant and its employees, officers, directors, members, partners, agents, and consultants, to Client, its subsidiary and/or affiliated companies and its respective employees,officers,directors,members,partners,agents and anyone claiming by,through,or under Client,for any and all injuries,claims,losses,expenses,or damages whatsoever arising out of, resulting from or in any way related to Consultant's services,the Project or this Agreement, or any addenda, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of express or implied contract or warranty shall not exceed a total amount of $50,000. 6. Certification: Consultant shall not be required to execute certificates,consents or reliance letters that would require knowledge,services or responsibilities beyond the scope of this Agreement,and shall not be required to sign any documents that would result in Consultant having to certify the existence of conditions whose existence Consultant cannot reasonably ascertain beyond its standard of care. 7. Unauthorized Changes to Plans: In the event Client,Client's contractors or subcontractors or anyone for whom Client is legally liable,makes or permits any changes to be made to any reports,plans,specifications or other construction documents prepared by Consultant without obtaining Consultant's prior written consent, Client agrees to waive any claim against Consultant and to release Consultant from any liability arising directly or indirectly from such changes. In addition,Client agrees(1)to the fullest extent permitted by law,to indemnify and hold harmless Consultant from any damages,liabilities or costs arising from such change,and(2)to include in any contracts for construction appropriate language that prohibits any contractor or subcontractors of any 384 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 15 tier from making any changes or modifications to Consultant's construction documents without the prior written approval of Consultant and that further requires contractor to indemnify both Consultant and Client from any liability or cost arising from such changes made without such proper authorization. VI. INSURANCE 1. Insurance: Consultant shall purchase business insurance as follows: a. Professional Liability Insurance, with prior acts coverage sufficient to cover the services performed under this Agreement, and policy limits in an amount of $1,000,000 each claim and $2,000,000 annual policy period aggregate limit. Consultant specifically agrees, pursuant to this Agreement, to waive any rights of recovery against Client because of any payment made to the extent coverage is provided by the policy. b. Commercial General Liability Insurance(ISO CG 0001 0413),or another equivalent occurrence-based policy form,including coverage for bodily injury and property damage liability arising out of premises,operations, completed operations, and products in addition to advertising injury and personal injury liability coverage with a per project limit of not less than $1,000,000 each occurrence and $2,000,000 general aggregate limit. Consultant specifically agrees, pursuant to this Agreement,to the following: i. Additional Insured Provision: Shall include Client and Client-designated additional insured(s),to the extent coverage is provided by the policy, caused in whole or in part by Consultant or those acting on Consultant's behalf. Additional insured coverage shall be provided by a combination of the CG2010 0413 and CG2037 0413 endorsements,or other comparable endorsement(s). ii. Primary and Non-Contributory Provision: The insurance provided to Client-designated additional insured(s) is primary to other insurance,which covers such additional insured as a named insured,and will not share with that other insurance to the extent coverage is provided by the policy. Primary and Non- contributory coverage shall be provided by CG2401 0413,or other comparable endorsement. iii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client-designated additional insured(s), because of any payment made to the extent coverage is provided by the policy. Waiver of Subrogation provision shall be provided by CG2404 0509,or other comparable endorsement. c. Owned, Hired and Non-Owned Automobile Liability Insurance, with a limit of not less than $1,000,000 combined single limit for bodily injury and property damage liability arising out of the maintenance or use of any policy covered hired or non-owned automobile by Consultant or Consultant's employees in the course of Consultant's business. Consultant specifically agrees, pursuant to this Agreement,to the following: i. Additional Insured Provision: Shall include Client-designated additional insured(s),to the extent coverage is provided by the policy. ii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client-designated additional insured(s), because of any payment made to the extent coverage is provided by the policy. d. Commercial Umbrella or Excess Liability Insurance, on a follow form basis with a limit of not less than $2,000,000 each occurrence and $2,000,000 general aggregate limit. Coverage shall be excess of commercial general liability, hired and non-owned automobile liability and employers' liability with such coverage being concurrent with underlying insurance. e. Workers'Compensation Insurance,covering Consultant's employees in accordance with statutory requirements of all jurisdictions) in which Services are being performed and Employers' Liability Insurance in an amount of: 385 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 16 Bodily Injury by Accident: $1,000,000 Each Accident Bodily Injury by Disease: $1,000,000 Policy Limit Bodily Injury by Disease: $1,000,000 Each Employee Consultant specifically agrees, pursuant to this Agreement,to the following: i. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client because of any payment made to the extent coverage is provided by the policy. Waiver of subrogation provision shall be provided by WC 04 03 06 (Ed. 4-84) from the Workers' Compensation Insurance Rating Bureau or WC 00 03 13(Ed.4-84)from the National Council on Compensation Insurance, or other comparable endorsement. f. Certificates of Insurance: Prior to the commencement of this Agreement and upon the renewal of any of the insurance policies required hereunder,Consultant shall furnish certificates of insurance to Client as evidence of the insurance listed in Article VI. 2. Compliance with Code: Consultant shall exercise due and reasonable professional care in observing those federal,state,and local codes,standards,statutes,and regulations applicable at the time Consultant renders service. Notwithstanding the foregoing,Consultant has no responsibility for the discovery, presence,handling, removal,or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. It is understood,however,that various codes and regulations are subject to varying and sometimes contradictory interpretation. Consultant shall exercise its professional skill and care consistent with,and limited to,the generally accepted standard of care to provide a design that complies with such regulations and codes. VII. DISPUTE RESOLUTION 1. (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the design or construction of the project or following completion of the project,Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation,unless the parties mutually agree otherwise.(b)Subdivision(a)shall not preclude or limit Consultant's right to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims court.(c) Subdivision (a) shall not preclude or limit Consultant's right to record. 2. Reliance on Information Provided by Others: Consultant shall be entitled to rely, without liability, on the completeness and accuracy of any and all information and data provided by Client, Client's consultants and contractors, and information from public records, without the need for independent verification. Notwithstanding the foregoing, Consultant shall use its reasonable judgment and experience in determining whether such reliance is advisable. Client will also require its consultants and contractors to promptly notify Client if its consultants or contractor(s) observes or becomes aware of faults or defects in documents prepared by Consultant and Client will provide prompt written notice to Consultant. 3. Assignment: Neither Consultant nor Client may assign its obligations,interests,or delegate its duties under this Agreement (including monies that are due or monies that may be due) without prior written permission of the other party,which consent shall not be unreasonably withheld. 4. Severability: If any of the provisions of this Agreement shall be finally determined to be invalid or unenforceable in whole or in part,the remaining provisions hereof shall remain in full force and effect and be binding upon Consultant and Client hereto. Consultant and Client agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. Vill. GENERAL PROVISIONS 1. Suspension of Services: Services may be suspended in the event of the following: a. A substantial failure of performance by either party. 386 of 725 Proposal for Environmental Compliance Services Rancho Trailhead Improvement Project August 30,2023 Page 17 b. Any Client's payment is more than 30 calendar days past due and Consultant shall have no liability to Client for delay or damage caused Client because of such suspension of services. C. Before resuming services, Client shall pay Consultant all sums due prior to such suspension and expenses incurred in the interruption and resumption of Consultant's services. Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. d. If the Project is abandoned or suspended in whole or part for more than a cumulative ninety(90)calendar days or indefinitely postponed either party may terminate this Agreement and Consultant shall be paid for all services provided. e. If the Project is resumed after a delay of more than ninety (90) calendar days in the aggregate, Consultant shall be entitled to additional compensation for remobilization costs and the time schedules shall be equitably adjusted. 2. Termination: Either party may terminate this Agreement upon seven (7) working days' written notice to the other party, with or without cause. Said notice shall be deemed to be effective upon delivery to the other party. In the event of termination by Client, Consultant shall cease work at the time specified or if no time is specified, at the end of the day on the day receipt of the notice. Consultant shall be paid in full for services performed and expenses incurred to date as reasonably agreed upon by both parties. 3. Third-Party Beneficiaries: Client and Consultant agree that services performed by Consultant under this Agreement are solely for the benefit of Client, and are not intended by either Client or Consultant to benefit any other person or entity including, but not limited to,the Project contractor and/or any of its subcontractors. Any such benefit is purely incidental and such other person shall not be deemed a third-party beneficiary of this contract. 4. Governing Law: This Letter Agreement shall be governed in accordance with the laws of the state in which the Project is located,excepting those provisions dealing with conflicts of laws. 387 of 725 ATTACHMENT 2 lily of Rancho Guqamong4 Iq-o3O AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 22nd day of February, 2019, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and EPD Solutions, Inc.,a California Corporation("Consultant"). RECITALS A. City has heretofore issued its request for proposals to perform the following professional services: On-Call CEQA Consulting Services ("the Project"). B. Consultant has submitted a proposal to perform the professional services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW,THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained,the parties hereto agree as follows: 1. Consultant's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals "A" and "B" above, including, but not limited to On-Call CEQA Consulting Services, all as more fully set forth in the Consultant's proposal,dated December 6,2018 and entitled"Scope of Work",attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as"the Services." In the event of any inconsistencies between the Scope of Work and this Agreement,the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant's compensation based thereon. A revision pursuant to this Section Vendor Initials PSA with Professional Liability Insurance(non-design) Page I Last Revised:10102113 388 of 725 that does not increase the total cost payable to Consultant by more than ten percent(10%) of the total compensation specified in Section 3,may be approved in writing by City's City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely,regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work,or as set forth in a"Schedule of Performance", if such Schedule is attached hereto as Exhibit`B". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement,Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be 5 year(s) and shall become effective as of the date of the mutual execution by way of both parties signature(the"Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in 1 year(s) increments to a total of 7 years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed$400,000(per year),including all out of pocket expenses,unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not Vendor Initials PSA with Professional Liability Insurance(non-design) Page 2 Last Revised:10102113 389 of 725 more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City's representative shall be Matthew Burris, or such other person as designated in writing by the City("City Representative"). It shall be Consultant's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services,and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Jeremy Krout is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Consultant's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant's Representative shall be responsible during the term of this Vendor Initials PSA with Professional Liability Insurance(non-design) Page 3 Last Revised:10102113 390 of 725 y Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant's Personnel. 6.1 All Services shall be performed by Consultant or under Consultant's direct supervision, and all personnel shall possess the qualifications,permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same(collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any Vendor Initials PSA with Professional Liability Insurance(non-design) Page 4 Last Revised:10102113 391 of 725 common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1,above,the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights,trademarks,and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions,relating to trade names, licenses,franchises,patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt,obligation,or liability on behalf of City or otherwise act as an agent of City. Vendor Initials PSA with Professional Liability Insurance(non-design) Page S Last Revised:10102113 392 of 725 Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes,assessments,penalties,and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain,nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement,no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift,percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or Vendor Initials PSA with Professional Liability Insurance(non-design) Page 6 Last Revised:10102113 393 of 725 to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission,percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete,written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In the connection with its professional services,the Consultant shall defend,indemnify,and hold the City,and its elected officials, officers,employees, servants,volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 7 Last Revised.•10102113 394 of 725 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it,hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having, at City's option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant's performance of the Services and otherwise complying with all applicable provisions of this Section 12. The policy shall be endorsed to include contractual liability to the extent insurable. Vendor Initials PSA with Professional Liability Insurance(non-design) Page g Last Revised:10102113 395 of 725 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. (5) The Insurance obligations under this agreement shall be the greater of(i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The Vendor Initials PSA with Professional Liability Insurance(non-design) Page 9 Last Revised:10102113 396 of 725 coverage shall contain no limitations on the scope of protection afforded to City, its officers officials employees designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its officers,officials,employees,designated volunteers and agents serving as independent contractors in the role of City or officials. ' Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant's insurance and shall not contribute with it. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Contractor shall provide immediate written notice if(1) any of the required insurance policies is terminated; (2)the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy,the City may procure such insurance at Contractor's sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated ANII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including Vendor Initials PSA with Professional Liability Insurance(non-design) Page 10 Last Revised:10102113 397 of 725 breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including(1)Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies ofinsurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement,the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub-subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement,City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination,provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for Vendor Initials PSA with Professional Liability Insurance(non-design) Page 11 Last Revised:10102113 398 of 725 compensation. City may terminate for cause following a default remaining uncured more than five (5)business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten(10)business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2)material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during Consultant's and City's regular business hours; or(b)on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Matthew Burris, Deputy City Manager City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: Jeremy Krout, President EPD Solutions, Inc. 2030 Main Street, Suite 1200 Irvine, CA 92614 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment,without regard to their race,color,creed,religion,sex,marital status,national origin,ancestry,age,physical or mental handicap,medical condition,or sexual orientation. 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Consultant to so assign,transfer,or subcontract any rights,duties,or obligations arising hereunder shall be null, void and of no effect. Vendor Initials PSA with Professional Liability Insurance(non-design) Page 12 Last Revised:10102113 399 of 725 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et se'q., 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. The applicable prevailing wage rate determinations can be found at http://www.dir.ca._gov/dlsr/DPreWaReDetermination.htm 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. CONSULTANT 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. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement,the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference,the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party Vendor Initials PSA with Professional Liability Insurance(non-design) Page 13 Last Revised:10102113 400 of 725 who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: EPD Solutions, Inc. City of Ra cho Cucamonga By: Z�f P�j By: Name Date e Date Mom.. Title --f- Title �j City of Rancho Cucamonga By: By: 110-0 Name Date Name Date Title Title (two si atures requi if co r ion) Vendor Initials PSA with Professional Liability Insurance(non-design) Page 14 Last Revised: 10102113 401 of 725 EXHIBIT A SCOPE OF SERVICES Proposal begins on the next page Vendor Initials PSA with Professional Liability Insurance(non-design) Page 15 Last Revised:10102113 402 of 725 STATEMENT OF QUALIFICATIONS On-call CEQA Consulting Services Request for SOO #18/19-201 City of Rancho Cucamonga Submitted by: Environment Planning Development Solutions, Inc. dba EPD Solutions, Inc. 2030 Main Street, Suite 1200 Irvine,Calif. 92614 Contact& Authorized Signatory: Jeremy Krout, AICP, PresidentICEO jeremy(@epdsolutions.com / (949) 794-7 787 December 6, 2018 E I P I D SOLUTIONS, INC. 403 of 725 ENVIRONMENT I PLANNING I DEVELOPMENT SOLUTIONS, INC. December 6,2018 City of Rancho Cucamonga Procurement Division 10500 Civic Center Drive Rancho Cucamonga, Calif.91730 To Whom It May Concern: Re: Statement of Qualifications to Provide On-call CEQA Consulting Services Request for SOO #18/19-201 Thank you for the opportunity to submit this statement of qualifications to serve as an on-call environmental consultant for the City of Rancho Cucamonga. Based on a review of the RFP, we understand the City seeks a consultant capable of carrying out a range of activities required by the California Environmental Quality Act (CEQA), including the preparation of environmental assessments and the peer review of environmental assessments and technical reports prepared by project developers. EPD staff have extensive experience with similar efforts for both public- and private-sector clients. EPD has been in business for just over five years,and our lead CEQA specialists each have nearly 20 years of experience.We offer a management and technical team with unique project experiences and capabilities that match well with Rancho Cucamonga's CEQA compliance needs. We view this opportunity as a partnership in which we are an extension of City staff as they manage development projects through the entitlement process.Although this RFP is specifically for CEQA compliance support,we also have substantial experience with projects in established communities that require a thorough knowledge of entitlement, environmental, and planning laws; the thoughtful handling of environmental issues; and detailed responses to community and agency comments. EPD staff's extensive experience working in various jurisdictions in the Inland Empire makes us an ideal fit for this project. We have entitled and/or completed environmental analysis for hundreds of projects covering tens of thousands of acres throughout California, with projects ranging from infill residential communities and commercial and mixed-use developments to solar power plants and surface mines. Leading EPD's efforts on CEQA projects in Rancho Cucamonga would be Konnie.Dobreva, Director of Environmental Planning. Konnie's contact information follows: Konnie Dobreva,JD Director of Environmental Planning 2030 Main Street Suite 1200 Irvine,Calif. 92614 (949) 794-1 183 konnieCC�epdsolutions.com In addition to our team's strengths described above,we have outlined below what we feel to be additional considerations that set us apart: ■ Environmental Documentation Experience. EPD's staff has completed dozens of documents in compliance with CEQA. These documents have included CEQA exemptions, mitigated negative declarations, and environmental impact reports for a wide array of projects,including residential development,small-and large-scale commercial and industrial facilities, master plans and General Plans. Our CEQA project Urban Planning ■ Due Diligence a Entitlements■CEQA/NEPA■ Development Services■Management■ Public Outreach 2030 Main Street,Suite 1200■ Irvine,Calif.92614 949.794.1 180■info@epdsolutions.com 404 of 725 manager,Konnie Dobreva,has worked on projects as diverse as the General Plan EIR for the County of Los Angeles, CEQA analyses for industrial warehouses in the Inland Empire, and infill residential communities in Anaheim. With this background,we are able to produce CEQA documents of the highest quality for the type and scope proposed herein. ■ Senior CEQA Experts and Project Management Team. EPD brings to Rancho Cucamonga an experienced team skilled in complex projects and knowledgeable about CEQA standards and expectations. The proposed project would be managed by principal-level staff, who would be available as required to attend in-person meetings or conference calls with City staff to ensure information exchange is smooth and any issues that arise are resolved quickly. ■ Full Scope Services. For many of our clients, we fulfill the complete range of activities required to successfully comply with CEQA, including the preparation of technical studies, consultations with outside agencies, preparation of all required notices, coordination of scoping meetings, reprographics, and meeting presentations.Our staff functions as an extension of City staff,managing as much or as little as requested for each project. ■ Capacity and Responsiveness. EPD takes production controls seriously. The EPD team maintains sufficient capacity for preparation and management of highly complex assignments. We develop a realistic project schedule very early in the process and work with all parties involved to ensure individual tasks remain on target. ■ Dedicated Technical Expertise. EPD maintains in-house staff with advanced capabilities in all topic areas required for analysis. We also have substantial experience in managing large numbers of technical specialists to ensure analyses are thorough and complete,and proceed on schedule and on budget. We look forward to working with the City of Rancho Cucamonga on future environmental review projects. Please contact me at (949) 794-1 181 or jeremy((:Depdsolutions.com with any questions. Respectfully submitted, EPD Solutions, Inc. Jeremy K out,AICP President/CEO 405 of 725 TABLE OF CONTENTS 'Executive Summary................................................................................................................................4 Experience..............................................................................................................................................5 Subcontractors........................................................................................................................................8 StaffBiographies...................................................................................................................................11 Statementof Qualifications Response..................................................................................................17 EPDBACKGROUND........................................................................................................................................................17 RELEVANTEXPERIENCE..................................................................................................................................................... 18 PROJECT MANAGER AND SUPPORT TEAM...................................................................................................................... 19 APPROACH......................................................................................................................................................................20 QUALITYCONTROL.........................................................................................................................................................20 BUDGETCONTROL..........................................................................................................................................................20 Exhibits.................................................................................................................................................21 Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 406 of 725 Executive Summary The EPD team include CEQA and entitlement specialists with decades of experience throughout Southern California. Our team has significant experience with a wide range of CEQA/NEPA documentation,including exemptions, initial studies, negative declarations (NDs), mitigated negative declarations (MNDs), environmental impact reports (EIRs),and mitigation monitoring and reporting programs (MMRPs),as well as National Environmental Policy Act (NEPA) environmental assessments, Findings of No Significant Impact (FONSIs),and Environmental Impact Statements (EISs).Our experience includes industrial,office,multi-family residential, and transit-oriented development projects in urban and suburban communities. Sample projects showing the range of our experience is provided below, under "Experience." We are unique among environmental planning firms in having the expertise to take projects beyond the conclusion of the CEQA process, into the regulatory permitting and construction phases. EPD staff routinely process permits through various Regional Water Quality Control Boards and the California Department of Fish and Wildlife, State Water Resources Control Board, U.S. Fish and Wildlife Service, Army Corps of Engineers, and other agencies. EPD processes construction permits and ensures conditions compliance in collaboration with agency staff. In addition,not only do we develops mitigation measures for environmental documents,but we also apply mitigation measures in the field by,for example,coordinating pre-construction biological surveys, contracting with construction monitors for biological and cultural resources, coordinating with tribal monitors,and ensuring contractors are aware of all required conditions and mitigations. On top of our CEQA experience,we have provided entitlement documentation,permit processing,and other services throughout Southern California. Our staff's expertise with entitlement documentation includes the preparation of specific plans,general plan amendments,annexations,sphere-of-influence amendments,and zone changes, and the processing of tract maps, water quality management plans, and other technical documents. Senior staff have extensive experience with public communication and presentations. EPD routinely serves as a prime contractor, managing a range of subconsultant technical and design firms on behalf of agency clients. EPD's scope of work would generally include the following tasks, as further detailed under "Statement of Qualifications Response"- 1. Project Initiation, Document Review,and Preparation of Project Description 2. Preparation and/or Peer Review of Technical Studies 3. Initial Study A. Preparation of CEQA Document 5. Response to Comments and Mitigation Monitoring and Reporting Program 6. Hearings Throughout the process, EPD will ensure the necessary notices are published in compliance with State law. These notices vary based on the type of document published, but may include a Notice of Preparation (for EIRs),Notice of Availability (EIRs),Notice of Intent to Adopt a Negative Declaration(NDs and MNDs),Notice of Completion (NDs,MNDs, and EIRs), Notice of Determination (following adoption of an ND,MND, or EIR), or a Notice of Exemption (exempt projects). EPD's lead CEQA project manager, Konnie Dobreva, JD, has nearly 20 years of public and private sector planning and legal experience have made her an expert in environmental planning and an effective writer of environmental documents.She has managed and prepared environmental documents for a diverse range Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 407 of 725 of projects and clients: small-scale residential and large planned communities, commercial office, industrial, mixed-use, and schools. Konnie has been a planner with the City of Lake Forest and a planning consultant for the cities of Irvine, Anaheim, and Rancho Santa Margarita. Her duties included project management, evaluating development proposals, presenting staff reports and resolutions before the Zoning Administrator and Planning Commission, evaluating grading and building plans, and environmental review and documentation. Konnie's diverse planning and legal experience provides her with a unique understanding of planning and zoning law, and CEQA. She is on the Board of Directors of the Orange County Association of Environmental Professionals (AEP) and is a frequent lecturer for AEP in the Advanced CEQA Workshop and CEQA Basics Workshop, which provide training to many of the region's developers, agency planners, and attorneys.She is supported by Jeremy Krout,AICP, LEED GA,a planner with nearly 20 years of public- and private-sector expertise; Rafik Albert,AICP,with a decade of environmental planning experience; Meghan Macias, TE, a traffic engineer and CEQA specialist with 25 years of experience; Renee Escario, an environmental planner with 25 years of experience; and several other environmental planners. Experience EPD Solutions,Inc.is an environmental,land planning,development,and civil engineering services firm based in Irvine.We have been providing professional services since 2013,and our project managers have between 10 and 25 years of experience. Our principal employees have an extensive record of successfully assisting clients in resolving difficult environmental, planning, engineering, and regulatory challenges, resulting in balanced decisions, better public policies and successful projects. Client satisfaction is the cornerstone of our business.We work as partners with government agencies,as well as private firms,to understand their needs and ensure that our services make a positive contribution. The experience and skill we bring to each assignment guarantees a flexible and efficient work effort. EPD's staff have a long history of providing environmental documentation on behalf of both public agencies and private developers in California. EPD staff have managed and prepared all types of CEQA/NEPA documentation, including exemptions, initial studies, negative declarations,MNDs, EIRs, and MMRPs, as well as NEPA environmental assessments, FONSIs,and EISs. EPD is a corporation, and was incorporated in California on August 29, 2013. EPD is not involved in any pending litigation. The following are examples of projects completed by EPD staff, showing our breadth of experience in preparing various types of CEQA documents in diverse locations: PROJECT TYPE OF DOCUMENT Clearwater at North Tustin EIR Addendum EIR Addendum Orange County, 2078 MMRP EPD prepared an EIR Addendum to The Springs at Bethsaida Senior Living EIR (certified 2009) and analyzed the development of the Clearwater at North Tustin project, a 100-unit senior care facility offering assisted living/memory care units, located within the North Tustin Specific Plan area of unincorporated Orange County.This was a highly controversial project on a 6.6-acre site surrounded on three sides (the north,south,and west) by one- and two-story single-family homes. Area residents were concerned with issues such as building height, setbacks, drainage, operational noise from food delivery Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 408 of 725 PROJECT TYPE OF DOCUMENT trucks and emergency vehicles,and landscaping,to name a few.With the support of the environmental analysis prepared by EPD, the project was approved by the County. Alta Vista Specific Plan Amendment CEQA Initial Study City of Placentia, 20 7 7 - 20 7 8 MND EPD prepared an Initial Study/MND and various technical studies MMRP supporting the CEQA analysis for this project,a mixed-use,54-single- Technical Studies: family-home subdivision and approximately 1 1,000 square foot • Air Quality & GHG Emissions commercial development on 8.5 acres. In addition, a tentative tract • Cultural & Paleo Resources map proposed subdividing the site into separate commercial and • Noise Study residential parcels. EPD also managed the tribal consultation in • Traffic Study compliance with AB 52 on behalf of the City of Placentia. Saddleback Stadium CEQA EIR Addendum City of Mission Viejo, 2017 - present MMRP EPD prepared an Technical Studies: addendum to the EIR • Air Quality & GHG Emissions or + (previously prepared • Traffic Study by EPD staff) for the I " ' Saddleback College Facilities Master Plan to examine the impacts of an 8,000- seat stadium to replace an existing, smaller facility. EPD prepared the traffic analysis for the project and coordinated air quality, greenhouse gas emissions, and noise analyses. Following approval, EPD coordinated cultural, paleo, and biological surveying and monitoring prior to and during construction. Downtown Commercial Core Specific Plan •W uo ' Program EIR City of Tustin, 2077—2078 • MMRP EPD prepared a Specific Plan with detailed [CORE Design Guidelines and a Program EIR to accommodate the addition of 887 residential units and 300,000 square feet of commercial space to Old Town Tustin, with attendant ----- — development standards and public realm improvements. 901 E. South Street Infill Environmental Checklist City of Anaheim, 2016-2077 (Appendix N of CEQA EPD was selected by the Guidelines) x i City of Anaheim to prepare an Infill Environmental Checklist, compliant with Appendix -?n N of the CEQA Guidelines,for the 901 E. South Street residential project, consisting of 72 single-family Request for Statement of Qualifications#1 8/1 9-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 409 of 725 PROJECT TYPE OF DOCUMENT clustered detached, 160 single-family attached,and 314 multifamily residential units. The use of this checklist is intended to streamline the CEQA process for infill development. The project is a redevelopment of a warehouse site near the historical core of Anaheim. To support use of this checklist, EPD included an analysis in the environmental document of the project's compliance with the Performance Standards contained in Appendix M of the CEQA Guidelines. The project analysis included a focus on noise impacts,due to the presence of an adjacent rail line; hazardous materials,due to the historical industrial uses on the site; aesthetics and compatibility with nearby residential areas; and traffic. Colony Commerce Center East EIR EIR City of Ontario, 207 6 - 20 7 8 MMRP EPD was selected by the City of Ontario to prepare an EIR for a Technical Studies: Specific Plan and other related development entitlements for over • Air Quality & GHG Emissions 1.9 million square feet of industrial uses on a 94-acre site in a rapidly • Biological Resources developing area of the City. EPD also managed the preparation of • Cultural & Paleo Resources technical studies in support of the EIR. Important areas of impact • Energy Analysis assessment included historic resources within the Ontario Ranch,health • Health-Risk Assessment risks and residential adjacencies, tribal cultural resources, and • Historic Resources biological resources. • Noise Study • Traffic Study Village 605 EIR Addendum City of Los Alamitos, 2016 - 2017 Technical Studies: On behalf of the City of Los Alamitos, EPD analyzed the Village 605 • Air Quality & GHG Emissions project, which included demolition of two office buildings and a • Cultural & Paleo Resources vesting tentative tract map, major conditional use permit, and major • Noise Study site plan review to construct a 113,880-square-foot commercial r i�_ center(including a 365 by Whole Foods) on approximately 9.6 acres located on Katella Avenue and Interstate 605 (1-605) in the City of Los Alamitos. The project site was across the street from single-family residential and adjacent to a middle school, a freeway onramp,and Los Alamitos City Hall. Due to the site's elevation drop and distance from the 1-605, a freeway pylon sign was proposed on the site to provide visibility to travelers on the freeway. The sign was 120 feet tall and 50 feet wide, and included a digital commercial center identification sign of approximately 1,130 square feet. EPD drafted an EIR Addendum substantiating that the commercial center was consistent with the scope and type of development analyzed on the project site as part of the Los Alamitos General Plan EIR.The primary environmental issues involved traffic; construction and operational Request for Statement of Qualifications#1 8/1 9-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 410 of 725 PROJECT TYPE OF DOCUMENT noise; aesthetics; light, glare, and shading (from the project's pylon sign); and land use compatibility. Claremont General Plan Housing Element EIR Addendum EIR Addendum City of Claremont, 2016 - 2077 MMRP EPD was selected to prepare an EIR addendum for the City of Technical Studies: Claremont's General Plan Housing Element update. The addendum • Biological Resources provides a detailed analysis of two potential residential development • Cultural & Paleo Resources sites in order to minimize future analysis requirements for affordable • Traffic Study housing development on those sites. EPD's role required close coordination with the City Attorney and detailed analysis of traffic impacts. Primrose Avenue Residential Initial Study City of Riverside, 20 7 6 - 20 7 8 MND EPD prepared an MND for a subdivision of 63 single-family homes MMRP on 9.3 acres. Entitlements included a Planned Residential Technical Studies: Development, Tentative Tract Map, and Design Review. The project • Air Quality & GHG Emissions included the rerouting of public streets to accommodate a larger • Cultural & Paleo Resources recreational area. EPD also prepared a traffic study and • Noise Study coordinated other technical studies. • Traffic Study Los Angeles County General Plan EIR Initial Study Los Angeles County, 2008 - 2074 Program EIR EPD staff member Konnie Dobreva was the CEQA manager of the Program EIR for the comprehensive update to the 1980 Los Angeles County General Plan. The General lGetie,allPrI3, Vxlate Plan serves the entire 2,656 square mile unincorporated area of the county. For specific areas of the county,the General Plan includes 15 community-level plans. The EIR evaluated the environmental impacts of the General Plan update, including the addition of new elements, technical changes, and reorganization to reflect current information and new legal requirements. As part of the EIR, Konnie also assisted the county in determining the ultimate population, housing,and employment projections for the buildout of the proposed land use plan. The buildout exercise and EIR were particularly challenging given the size and complexity of the county's land use plan (including the 15 disparate community-level plans). Subcontractors EPD proposes to subcontract focused technical analyses to specialized, experienced firms in the respective fields. This will include the services of Material Culture Consulting, Inc. for cultural and paleontological Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 411 of 725 resources analyses; Blackhawk Environmental, Inc.for biological resources analyses; and Urban Crossroads, Inc.for air quality,greenhouse gas emissions, and noise analyses. Blackhawk Environmental, Inc. k5Blackhawk Environmental, Inc. (Blackhawk) specializes in biological resources. t Blackhawk provides environmental consulting services in biological and water nvironmental resources,mitigation management,monitoring and compliance, regulatory agency consulting,negotiations and permitting,habitat restoration,CEQA/NEPA analyses, environmental document preparation, and associated disciplines. Blackhawk has worked extensively in Riverside County and has processed numerous projects in compliance with MSHCP requirements. Blackhawk's project manager would be Kris Alberts, a principal biologist with 20 years of experience in biological surveying, jurisdictional delineations, wetland and native habitat restoration, and Stormwater Pollution Prevention Plan (SWPPP) Best Management Practices (BMP) implementation. He holds numerous state and federal permits for species located in Southern California. EPD has worked with Blackhawk on habitat assessments, focused surveys, jurisdictional delineations, and monitoring and compliance at over 30 different projects over the past five years. The following are references for Blackhawk: ■ San Diego Gas & Electric—Karen Wilson,Senior Environmental Specialist kwilson@semprautilities.com, (858) 636-3972) Blackhawk provides a wide range of services to support numerous SDG&E projects, including construction monitoring,endangered species surveys,nesting bird surveys,environmental compliance, and reporting services. ■ Ceresola Inspection Services—Shannon Ceresola, Environmental Compliance Specialist seresola@sbcglobal.net,(775) 240-4785 Blackhawk provided construction monitoring and mitigation monitoring reporting services to complete the construction phase of the Sunrise PowerLink project. ■ Geosyntec Consultants—Alex Greene, Senior Engineering Geologist agreene@geosyntec.com, (858) 716-291 1 Blackhawk worked as a team with geologists and stormwater practitioners to complete BMP installation and slope stabilization practices on the Sunrise PowerLink project. Material Culture Consulting, Inc. /*V16J00* Material Culture Consulting, Inc. (MCC) offers services in archaeology, ethnography, history, Native American consultation, traditional land use studies, AB 52 SB 18 MATERIAL CULTURE consultation assistance, paleontology, and agency consultation to accomplish C O N S U L T I N G regulatory compliance under CEQA, NEPA, the National Historic Preservation Act (NHPA) and other historic preservation statutes and implementing regulations. Their qualified cultural resource professionals have expertise in historic archaeology, history, architectural history, ethnography, regulatory compliance,architectural history,historic preservation,and GIS data management.All staff meet the professional Secretary of Interior Qualifications for Archaeology and Historic Preservation. Staff P Y 9Y conducts all phases of cultural resources fieldwork from records and archival searches, historic properties inventor assessment of historical significance, and treatment/mitigation of adverse effects. MCC's Y, 9 ethnographers have decades of experience consulting with Native Americans to understand the inventory and traditional significance of cultural resources. Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 412 of 725 EPD has worked with MCC on cultural and paleontological resources assessments, American Indian consultations,and monitoring and compliance at over 60 different projects over the past five years. The following are references for MCC: ■ SWCA Environmental Consultants — Maria Wiseman, MA, RPA, Senior Archaeologist and Project Manager Maria.Wiseman@swca.com, (626) 240-0587 As part of an ongoing on-call contract,MCC provides cultural resources surveys,archaeological site testing,monitoring,and GIS data management in support of multiple SCE programs,including Large Capital, Environmental Compliance, Grid Reliability and Maintenance, deteriorated pole replacement projects, and public lands compliance projects. ■ Arcadis—Brian Glenn,M.A., RPA, Principal Investigator for Archaeology Brian.Glenn@arcadis-us.com, (714) 345-9883 MCC is providing ongoing cultural resources services to support construction of five major capital project rebuilds for Southern California Edison, encompassing over 1200 miles of transmission lines throughout California and Nevada. Services include cultural resources surveys, archaeological site assessments,monitoring, and GIS data management. ■ Crable &Associates, Environmental Consultants—Dennis Crable,Owner and Principal dennis@crable-associates.com,(626) 676-6993 MCC is providing cultural resources survey and resource assessments for a 95-acre planned community near Adelanto. Fifteen cultural resources were identified during survey which required evaluation under CEQA. Urban Crossroads, Inc. Urban Crossroads, Inc. will provide technical study support services in CEQA URBANdocument preparation,including the preparation of air quality,greenhouse gas CROSSROADS emissions, and noise analyses. Urban Crossroads provides air quality,greenhouse gas,and health risk assessment analysis services to meet national,state and various local compliance standard requirements.Services range from transportation and construction development projects to long-term stationary and mobile source emitters. In determining potential air quality impacts, Urban Crossroads utilizes industry-standard models to study the source-specific pollutant emissions. Urban Crossroads staff has extensive experience using U.S. Environmental Protection Agency Air Dispersion models, including ISCST3 and AERMOD; and air quality models accepted for use in California including CaIEEMod, EMFAC,CALINE4 and CAL3QHC. Urban Crossroads provides the full spectrum of environmental noise measurement and analysis expertise. This may include a preliminary noise study to establish the barrier height requirements for plan approval, detailed building assembly requirements as part of a final noise study to satisfy interior noise requirements, project operational stationary-source noise levels, and potential short-term construction noise impacts. In addition, Urban Crossroads' noise group maintains a strong technical background in the application and development of noise prediction models. Urban Crossroads' project manager would be Haseeb Qureshi, MES. Haseeb has over a decade of experience working in the areas of air quality and greenhouse gas analysis and health risk assessment. Urban Crossroads also has project managers specializing in noise studies. Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 413 of 725 EPD has worked with Urban Crossroads on air quality,greenhouse gas emissions,noise,and traffic analyses at over 60 different projects over the past five years. The following are references for Urban Crossroads: ■ City of Fontana—Zai AbuBakar, Director of Community Development zabubakar@fontana.org, (909) 350-7625 Urban Crossroads has provided traffic, air quality, greenhouse gas emissions, and health risk assessment studies in support of various CEQA projects. ■ City of Yorba Linda—Ehab (Max) Maximous, Public Works Director mmaximous@yorbalindaca.gov, (71 A) 961-7170 Urban Crossroads provides the City with on-call transportation consulting services. ■ City of Santa Ana—Candida Neal, Planning Manager cneal@santa-ana.org, (71 A) 667-2728 Urban Crossroads has provided traffic, parking, air quality, greenhouse gas emissions, and health risk assessment studies in support of various CEQA projects. Staff Biographies The following staff members would lead efforts related to Rancho Cucamonga projects. KONNIE DOBREVA,JD EPD Solutions, Inc. Position Director of Environmental Planning Time with 4 years Company Required No licenses, registrations, or certifications are required by law for the scope of work Licenses, provided. Registrations, Certifications Education Juris Doctor, Pepperdine University School of Law Bachelor of Arts in Environmental Analysis and Design,cum laude,University of California, Irvine Certificate in Alternative Dispute Resolution,Straus Institute Role in the Project Manager; lead reviewer of all environmental documents Project Experience Konnie's nearly 20 years of public and private sector planning and legal experience have with made her an expert in entitlements, environmental, and policy planning, a keen analyst, Minimum and an effective writer of environmental documents. She has managed and prepared Requirements environmental documents for a diverse range of projects and clients: small-scale residential and large planned communities, commercial office, industrial, mixed-use, and schools. In law school, Konnie specialized in alternative dispute resolution.She clerked for two private law firms and the Thousand Oaks City Attorney's Office. She was also a full- time extern for the Honorable Warren J. Ferguson, 9th Circuit Court of Appeals. Konnie has been a planner with the City of Lake Forest and a planning consultant for the cities of Irvine, Anaheim, and Rancho Santa Margarita. Her duties included project management, evaluating development proposals, presenting staff reports and resolutions before the Zoning Administrator and Planning Commission, evaluating grading and building plans, and environmental review and documentation. Konnie's diverse planning and legal experience provides her with a unique understanding of planning and zoning law, and CEQA.She is frequent lecturer on CEQA for the Association of Environmental Professionals Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 414 of 725 (AEP)Advanced CEQA Workshop and CEQA Basics Workshop,which provides training to many of the area developers,agency planners and attorneys. Work Konnie has nearly 20 years of experience in environmental planning and has worked on History environmental reviews for the counties of Los Angeles, Orange, Riverside, and San Bernardino, and the cities of Claremont, Ontario, Upland, Jurupa Valley, Fontana, Anaheim, and Irvine, among others. Examples of work experience similar to that of the City's request include: ■ Clearwater at North Tustin, EIR addendum for 100-unit senior care facility ■ 901 E.South Street,Infill Environmental Checklist for 546-unit multifamily development ■ Twelve Oaks Winery Resort, MND and traffic study for 286-key resort and 96 residential units ■ Downtown Commercial Core Specific Plan, Program EIR for the addition of 887 residential units and 300,000 sq.ft. of commercial space to historic Old Town Tustin ■ Claremont General Plan Housing Element EIR Addendum ■ Colony Commerce Center East, EIR for 1.9 million sq.ft.of industrial space ■ Saddleback Stadium, EIR addendum and traffic study for 8,000-seat stadium ■ Rider Commerce Center,MND,traffic study,and community outreach for 200,000 sq. ft. industrial building JEREMY KROUT,AICP,LEED GA EPD Solutions, Inc. Position President CEO Time with 5 years Company Required No licenses, registrations, or certifications are required by law for the scope of work Licenses, provided. Jeremy has the following registrations/certifications that are applicable to his Registrations, role: Certifications ■ Certified Planner,American Institute of Certified Planners (AICP) ■ LEED Green Associate Education Master of City and Regional Planning, California Polytechnic State University, San Luis Obispo Dual Bachelor of Arts, Geography and Environmental Studies, University of California, Santa Barbara Role in the Principal in Charge; Quality Assurance/Quality Control Project Experience Jeremy has nearly 20 years of experience in environmental and policy planning. Over with this period,he has successfully managed many regionally significant and complex projects Minimum in these fields, which drew on his knowledge of federal, state, and local government Requirements regulations, natural interpersonal and negotiation skills, public presentation strengths, detail-oriented approach to project design oversight, and team leadership abilities. His multifaceted experience in infill residential, master planned communities, affordable housing, education, public and private redevelopment, transportation, mining, solar, recreation, hospitality and industrial projects has developed and honed his skills in entitlement strategy and implementation and environmental compliance. Work Jeremy's experience in CEQA analysis includes the following recent projects: History ■ Twelve Oaks Winery Resort, MND and traffic study for 286-key resort and 96 residential units ■ Gemini Solar, EIS for 690 MW solar photovoltaic power plant ■ Los Olivos, Riverside County,48 homes ■ Downtown Commercial Core Specific Plan, Program EIR for the addition of 887 residential units and 300,000 sq.ft. of commercial space to historic Old Town Tustin ■ 901 E.South Street,Infill Environmental Checklist for 546-unit multifamily development Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 415 of 725 ■ Colony Commerce Center East, EIR for 1.9 million sq.ft. of industrial space ■ Centennial Park Solar & Sherwood Park Solar, City of Paso Robles,canopy solar PV ■ Advanced Technology & Education Park,City of Tustin,new community college ■ Artisan Alley, City of Lake Elsinore, 130 keys and 95,000 SF commercial RAFIK ALBERT, AICP,TEED AP EPD Solutions, Inc. Position Director of Planning Time with 5 years Company Required No licenses, registrations, or certifications are required by law for the scope of work Licenses, provided. Rafik has the following registrations/certifications that are applicable to his Registrations, role: Certifications ■ Certified Planner,American Institute of Certified Planners (AICP) ■ LEED Accredited Professional Education Master of Business Administration,California State University, Long Beach Bachelor of Science in City and Regional Planning, magna cum laude, California Polytechnic State University,San Luis Obispo Role in the CEQA document preparer and peer reviewer; coordination of technical consultants Project Experience Rafik has a decade of experience in the preparation of environmental documents,as well with as the peer review of environmental documents and technical studies. He has worked on Minimum projects including MNDs for solar power plants, an EIR for a concrete manufacturing Requirements facility, Work Rafik's experience in CEQA analysis includes the following recent projects: History ■ Clearwater at North Tustin, EIR addendum for 100-unit senior care facility ■ 901 E.South Street,Infill Environmental Checklist for 546-unit multifamily development ■ Pedley Crossings, EIR for 300,000 sq. ft. commercial center with surface mining component during construction,consisting of 1.8 million cubic yards of rock export ■ Downtown Commercial Core Specific Plan, Program EIR for the addition of 887 residential units and 300,000 sq.ft. of commercial space to historic Old Town Tustin ■ Saddleback Stadium, EIR addendum and traffic study for 8,000-seat stadium ■ Hemet Solar,MND for 20-MW solar power plant MEGHAN MACIAS„TE EPD Solutions, Inc. Position Transportation Planning Director Time with 2 years Company Required ■ Registered California Traffic Engineer (License No. 2697) Licenses, ■ Treasurer,Orange County Association of Environmental Professionals Registrations, ■ SB743 Subcommittee Member, Institute of Transportation Engineers Certifications m Orange County Traffic Engineering Council Education Master of Urban and Regional Planning, University of California, Irvine Bachelor of Arts in Geography,California State University, Fullerton Role in the Traffic study preparation and peer review; CEQA document preparation and peer Project reviewer Experience Meghan's primary responsibilities include preparation of technical analyses of land with development projects, including comprehensive transportation impact analyses, traffic Minimum operations analyses, and parking studies. Meghan has worked on numerous and varied Requirements projects through California including land development, infrastructure, active transportation and Master/Specific/General Plans.Meghan has a proven track-record of Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 416 of 725 managing complicated and controversial projects to achieve defensible and implementable solutions to technical issues. Her expertise in traffic engineering and operations analysis methodologies is complemented by her knowledge of CEQA. Meghan has over 18 years of experience in the transportation planning field and has worked on hundreds of projects throughout California. She has a deep understanding of the regulations and methodologies used by local and regional agencies including application of local traffic study guidelines, CMP and CEQA requirements, and the Mitigation Fee Act. Meghan uses her experience to provides strategic transportation planning services to public- and private-sector clients. Her work is focused on providing implementable solutions that satisfy various stakeholders including developers, local a encies,and affected citizens. Work Meghan's extensive experience in traffic assessment and CEQA analysis includes the History following recent projects: ■ Alta Vista Specific Plan Amendment (Placentia),traffic study and MND for 54 single- family homes and 11,000 sq.ft. of commercial space,2018 ■ Saddleback Stadium (Mission Viejo), traffic study and EIR addendum for 8,000-seat stadium serving Saddleback College,2017 ■ LaVerne Elementary Prep Academy (Hesperia), traffic study for 450-student charter school,2018 ■ Gemini Solar Project(Clark County,NV),traffic study for 690-MW solar power plant on 7,000 acres,2018 ■ Highway 46 Logistics Center(Kern County),traffic study for 2 million sq.ft.warehouse, 2018 KRIS ALBERTS Blackhawk Environmental, Inc. Position Vice President/Principal Biologist (Biological Resources) Time with 6 years Company Required ■ USFWS Permit TE-039640-3 for California Gnatcatcher (CAGN), Southwestern Licenses, Willow Flycatcher (SWFL) & Least Bell's Vireo (LBVI) Presence/Absence Surveys & Registrations, Nest Monitoring,and Quino Checkerspot Butterfly (QCB) Presence/Absence Surveys - Certifications 2001-present ■ Arroyo Toad Handler—USFWS Approved, 2010-present ■ Flat-tailed Horned Lizard Handler—CDFW/BLM Certified,2007-present ■ Brown-Headed Cowbird Trapping - CDFW Authorized, 201 1-present ■ Memoranda of Understanding for CAGN,SWFL, LBVI,QCB &ARTO—CDFW,201 1- present ■ Scientific Collecting Permit#SC-801 141 - CDFW, 2007-present ■ Desert Tortoise Council Survey Techniques Workshop - Certified, 2007 ■ Wetland Training Institute - Certified, 2007 Education Bachelor of Science in Natural Resources and Environmental Sciences, University of Illinois at Urbana Champaign Role in the Biological resources report and jurisdictional delineation preparation and peer review Project Experience Kris is the principal biologist and co-owner of Blackhawk Environmental. He is a well- with rounded biologist, environmental consultant, project manager, botanist, water resources, Minimum and compliance specialist with over 20 years of experience and numerous state and Requirements federal permits. His comprehensive background includes many endangered and sensitive species surveys, flora and fauna surveys, large and small project management, wetland and native habitat restoration, jurisdictional delineations, SWPPP BMP implementation, Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 417 of 725 environmental compliance, permitting and regulatory agency experience, CEQA/NEPA documentation, and creative mitigation approaches. Work Kris' extensive experience in biological resources assessment includes the following recent History projects: ■ San Diego Gas & Electric Sunrise Powerlink Transmission Line (San Diego & Imperial Counties) nesting raptor/bird surveys, Habitat Restoration and Management Plan, Biological Assessment and Management Indicator Species report, California gnatcatcher assessments, mitigation monitoring and compliance, burrowing owl and golden eagle nest surveys,arroyo toad and Quino checkerspot butterfly surveys,flat- tailed horned lizard handling and monitoring, peninsular bighorn sheep monitoring, Environmental Awareness Program ■ Southern California Edison Coolwater to Lugo Transmission Project (San Bernardino County) habitat assessment and desert tortoise, flowering plant, and golden eagle surveys ■ Nestle Waters(San Bernardino County)southwestern willow flycatcher and least Bell's vireo surveys ■ Paradise Valley Specific Plan (Riverside County) jurisdictional delineations and desert tortoise surveys ■ Corona Masters residential development(Corona) habitat assessments,burrowing owl surveys,vegetation mapping, jurisdictional delineations ■ Etiwanda residential development mitigation site(Rancho Cucamonga) brown-headed cowbird trapping program design and reporting TRIA BELCOURT, MA, RPA Material Culture Consulting, Inc. Position President and Principal Environmental Specialist (Cultural and Paleontological Resources) Time with 3 years Company Required ■ Registered Professional Archaeologist Licenses, ■ Professional Certification in GIS Registrations, Certifications Education Graduate Certificate in Environmental Management of Military Lands, Colorado State University Master of Arts in Anthropology, University of Florida Bachelor of Arts in Anthropology, magna cum laude, University of California, Los Angeles Role in the Cultural and paleontological resources report preparation and peer review Project Experience Tria oversees and is responsible for the entire work process at Material Culture Consulting. with She plans, supervises, and oversees field projects, including responsibility for the Minimum professional quality of evaluations and recommendations.Tria has primary accountability Requirements for the technical completeness and competence of work conducted by her staff. She is responsible for development of work plans and/or research designs,for performance of crew chiefs,for selection standards and limitations on work assignments of crew members, for analysis and interpretation of field data, for integration of fieldwork results into comparative regional perspectives, and for preparation of reports. Tria's advanced academic training and more than twelve years of professional archaeological experience has included rigorous training and application of anthropological and archaeological theory and methods, and in recording, collecting, handling, analyzing, evaluating, and reporting cultural property data, relative to the type and scope of work proposed. Tria has been an archaeological project manager and principal investigator for over six years, leading and managing several complex compliance projects throughout the State Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 418 of 725 of California and in Southern Nevada,which have involved each step of cultural resource compliance and management. Prior to this, she spent six years as a field technician and crew chief on projects throughout California and the Southeastern United States. Her experience includes conducting background research, field survey, resource testing and formal NRHP/CRHR evaluation,data recovery plan development and implementation.She has prepared hundreds of technical reports for all of the above to state and federal standards — ranging from simple clearance forms, to letter reports, to extensive data recovery reports. Tria regularly provides third party and QA/QC review of cultural resource technical documents, due to her keen understanding of state and federal regulations and laws governing the management of cultural resources throughout the state of California. Work Tria's extensive experience in cultural and paleontological resources assessment includes History the following recent projects: ■ Pacific Gas & Electric, on-call Archaeological Principal Investigator, 2015-present ■ Southern California Edison, on-call and emergency projects Archaeological Principal Investigator and Project Manager, 2013-present ■ Tehachapi Renewable Transmission Project, Principal Investigator, 2009-present ■ Cultural and Paleontological Resources Assessment,Village 605 (Los Alamitos),2016 ■ Cultural and Paleontological Resources Assessment, Tandis Homes 21-lot Subdivision (Menifee),2016 ■ Cultural Resources Assessment of the Metropolitan State Hospital (Norwalk), 2016 HASEEB QURESHI, MES Urban Crossroads, Inc. Position Senior Associate (Air Quality & Greenhouse Gas Emissions Assessment) Time with 12 years Company Required No licenses, registrations, or certifications are required by law for the scope of work Licenses, provided. Haseeb has the following organizational memberships that are applicable to Registrations, his role: Certifications ■ Association of Environmental Professionals ■ Air and Waste Management Association ■ American Society for Testing and Materials Education Master of Science in Environmental Studies, California State University, Fullerton Bachelor of Arts in Environmental Analysis and Design, University of California, Irvine Barbara Role in the Air quality,greenhouse gas emissions,and health risk assessments. Project Experience Haseeb has been working in the field of air quality,climate change,health risk assessment, with and vehicular and non-motorized transportation planning and analysis since 2006. In this Minimum time he has authored numerous air quality, health risk, greenhouse gas, traffic impact Requirements analysis studies, and provided input into project design to promote sustainability and walkability for projects ranging from small development projects to citywide General Plan updates and large scale specific plans. Recent activities include efforts to inventory greenhouse gas emissions for various projects and provide recommendations to reduce carbon impacts through innovative mitigation strategies. Haseeb is proficient in the use of unique software tools such as CaIEEMod,AERMOD, ISCST3, CALINE4 and EMFAC. Work Haseeb's extensive experience in air quality, greenhouse gas emissions, and health risk History assessment includes the following recent projects: ■ West Ontario Commerce Center Air Quality and GHG Analysis,2018 ■ Metropolitan State Hospital Police Facility (Norwalk) Air Quality, GHG, and Energy Analyses, 2018 ■ Saddleback Stadium Mission Viejo) Air Quality and GHG Analysis,2018 Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 419 of 725 ■ Nittobo Manufacturing Facility (Murrieta) Air Quality and GHG Analysis, 2018 ■ El Centro Aquatic Center Air Quality and GHG Analysis,2016 ■ Moreno Valley Logistics Center Air Quality, GHG, and Energy Analyses and Health Risk Assessment,2016 BILL LAWSON, PE, INCE Urban Crossroads, Inc. Position Principal (Noise Assessment) Time with 18 years Company Required ■ Institute of Noise Control Engineering,member since 2004 Licenses, ■ Registered California Traffic Engineer (License No. 2537) Registrations, ■ Certified Planner,American Institute of Certified Planners (AICP) (former) Certifications 0 Professional Transportation Planner (PTP) (former) Education Master of Science in Civil and Environmental Engineering, California Polytechnic State University,San Luis Obispo Bachelor of Science in City and Regional Planning,California Polytechnic State University, San Luis Obispo Role in the Noise and vibration study preparation and peer review. Project Experience Bill is a founding principal partner, a Registered Professional Traffic Engineer and a with Certified Acoustical Consultant. Bill has over 22 years of community noise experience and Minimum has personally prepared and directed the development of well over 1,500 noise studies Requirements throughout Southern California. His work as a noise consultant focuses on helping communities identify and control noise impacts by developing meaningful solutions to complex noise issues. Bill also maintains a wide range of technical expertise that includes transportation planning,traffic engineering, and neighborhood traffic control. Work Bill's extensive experience as an acoustical consultant and traffic engineer includes the History following recent projects: ■ Certified Acoustical Consultant for the County of Orange,201 1-present ■ Contract City Traffic Engineer, City of Rancho Santa Margarita, 2010-present ■ Moreno Valley Logistics Center Noise Analysis,2016 ■ Canyon Springs Health Care Campus & Senior Living (Riverside),2017 ■ Santee Walmart Expansion Noise Impact Analysis, 2017 ■ Bear Creek Master Association Traffic Calming Evaluation (Murrieta), 2017 ■ San Gabriel Valley Water Company Plant Long-term Construction Noise Monitoring (El Monte), 2017-present ■ Aliso Viejo Medical Center Parking Demand Analysis, 2016 Statement of Qualifications Response EPD Background The EPD team include CEQA and entitlement specialists with decades of experience throughout Southern California. Our team has significant experience with a wide range of CEQA/NEPA documentation,including exemptions, initial studies, negative declarations, mitigated negative declarations (MNDs), environmental impact reports (EIRs), and mitigation monitoring and reporting programs (MMRPs), as well as National Environmental Policy Act (NEPA) environmental assessments, Findings of No Significant Impact (FONSIs),and Environmental Impact Statements (EISs). Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 420 of 725 We are unique among environmental planning firms in having the expertise to take projects beyond the conclusion of the CEQA process, into the regulatory permitting and construction phases. EPD staff routinely process permits through various Regional Water Quality Control Boards and the California Department of Fish and Wildlife, State Water Resources Control Board, U.S. Fish and Wildlife Service, Army Corps of Engineers, and other agencies. EPD processes construction permits, ensures conditions compliance, and not only develops mitigation measures for environmental documents, but also applies mitigation measures in the field by,for example,coordinating pre-construction biological surveys,contracting with construction monitors for biological and cultural resources, coordinating with tribal monitors, and ensuring contractors are aware of all required conditions and mitigations. In addition, we have provided entitlement documentation, permit processing, and other services throughout Southern California.Our staff's expertise with entitlement documentation includes the preparation of specific plans, general plan amendments, annexations,sphere-of-influence amendments,and zone changes,and the processing of tract maps,water quality management plans,and other technical documents.Senior staff have extensive experience with public communication and presentations. EPD routinely serves as a prime contractor, managing a range of subconsultant firms on behalf of agency clients. Relevant Experience Our experience includes environmental documentation and entitlements for industrial, office, multi-family residential, and transit-oriented development projects in urban and suburban communities throughout Southern California. The following table lists a portion of our environmental project experience in recent years. Detailed descriptions of selected projects are provided above, in the "Experience" section. Year Project Name Pro'ectT e Completed Location Rider Commerce Center Industrial In progress Riverside Count Twelve Oaks Winery Resort Commercial In progress Riverside County Residential Gemini Solar In progress Clark County,NV Los Olivos Residential In prociress Riverside Count Chino Francis Estates Residential In progress Chino The Retreat Residential In progress Orange Count Advanced Technology&Education Park In progress Tustin ClearwateratNorthTustin Residential 2018 Orange Count Downtown Commercial Core Specific Plan Commercial 2018 Tustin Residential Saddleback Stadium 2018 MissionVie'o Primrose Avenue Residential Residential 2018 Riverside Temescal Vatley Commerce Center Industrial 2018 Riverside Count El Paseo Residential 2018 Lake Forest 901 E.South Street Residential 1 2017 Anaheim Colony Commerce Center East Industrial 2017 Ontario Claremont General Plan Housing Element 2017 Claremont EIR Addendum City Lane Townhomes Residential 2017 Mission Viejo Vintage Lofts Residential 2017 Tustin Centennial Park Solar&Sherwood Park 2017 Paso Robles Solar Village 605 Commercial 2017 Los Alamitos Brodiaea Business Center Industrial 2017 Moreno Valle Harvill Business Center I Industrial 2017 Riverside Count Metropolitan State Hospital Modernization 2017 Norwalk Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 421 of 725 The Diamond Specific Plan Commercial 2018 Lake Elsinore Residential Simon Ranch Reservoir 2016 Tustin Montebello Town Homes Residential 2016 Montebello Cardinal Glass Expansion Industrial 2016 Moreno Valle Caltrans Fontana Solar PV Project 2015 Fontana Pedle Crossin s Commercial 2015 Juru a Valle Camden Square Residential 2015 Lake Forest Sol Mar Residential 2015 Rancho Palos Verdes Cit Commons Residential 2014 Costa Mesa Cascade Solar Energy 2014 San Bernardino Count Los Angeles County General Plan EIR Government 2014 Los Angeles Count South Orange County Community College Institutional 2012 Irvine,Mission Viejo,&Tustin District Facilities Master Plan EIR Shea/Baker Ranch Area Plan Residential 2012 Lake Forest The Platinum Triangle EIR Residential 2012 Anaheim RRG Antelope Valle Solar Energy 2012 Kern&Los Angeles Counties Duncan Road Solar,White Road Solar,& Energy 2012 San Bernardino County Pinon Hills Solar GreaterTehachapi Area Specific& overnment 2011 Kern County Communit Plan Project Manager and Support Team EPD's CEQA project manager,Konnie Dobreva,JD,has nearly 20 years of public and private sector planning and legal experience have made her an expert in environmental planning and an effective writer of environmental documents. She has managed and prepared environmental documents for a diverse range of projects and clients: small-scale residential and large planned communities, commercial office, industrial, mixed-use, and schools. Konnie has been a planner with the City of Lake Forest and a planning consultant for the cities of Irvine, Anaheim, and Rancho Santa Margarita. Her duties included project management, evaluating development proposals, presenting staff reports and resolutions before the Zoning Administrator and Planning Commission, evaluating grading and building plans, and environmental review and documentation. Konnie's diverse planning and legal experience provides her with a unique understanding of planning and zoning law, and CEQA. She is on the Board of Directors of the Orange County Association of Environmental Professionals (AEP) and is a frequent lecturer for AEP in the Advanced CEQA Workshop and CEQA Basics Workshop, which provide training to many of the region's developers, agency planners, and attorneys. She is supported by Jeremy Krout,AICP, LEER GA,a planner with nearly 20 years of public- and private-sector expertise; Rafik Albert,AICP,with a decade of environmental planning experience; Meghan Macias, TE, a traffic engineer and CEQA specialist with 25 years of experience; Renee Escario, an environmental planner with 25 years of experience; and several other environmental planners. Request for Statement of Qualifications#18/1 9-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 422 of 725 Approach EPD's scope of work would typically include the following tasks; this list would be subject to adjustment for each project proposal as directed by City staff: 1. Project Initiation, Document Review, and Preparation of Project Description—As soon as project information is transmitted to EPD,we will arrange for a project initiation meeting with City staff and proceed with the review of available, relevant documents, plans,etc. Following this initial review,a project description will be generated. 2. Preparation and/or Peer Review of Technical Studies — Once the project description is finalized and confirmed, technical studies will be initiated. Any applicant-supplied studies will be peer reviewed for adequacy in supporting a CEQA document. 3. Initial Study—An Initial Study will be prepared (or an applicant-supplied Initial Study will be peer- reviewed) to determine the appropriate CEQA document in compliance with the CEQA Guidelines. A. Preparation of CEQA Document—Depending on the determination after task 3,documentation will be prepared for an exemption, a negative declaration, an MND, an addendum to previously- adopted or certified document,or an EIR.As the scope of future projects is not defined at this time, a detailed scope of work for the environmental analysis would be provided to the City for each forthcoming project. 5. Responses to Comments and Mitigation Monitoring and Reporting Program — These documents will be prepared by EPD where applicable (for MNDs and EIRs). 6. Hearings—If requested,EPD will attend hearings and present the environmental document findings. Quality Control Quality control is ensured by the review by an experienced, senior project manager of all documentation prepared for a project. All documents released by EPD are subject to a two-step quality control process. First,all documents are thoroughly reviewed by both the document preparer and the CEQA project manager, Konnie Dobreva. Konnie reviews documents with a focus on legal defensibility and compliance with local and State regulations. Documents are then subject to QA/QC by an EPD staffer who was not directly involved in the project in order to provide a new perspective and ensure all technical features of the document and all analyses are clear and concise for the benefit of third-party reviewers. Further,EPD conducts regular internal project meetings to review the status of each section. Budget Control All EPD employees are integrated into an advanced, cloud-based budget, time tracking, and scheduling system. This system allows project managers and administrative staff to track in real time costs and hours associated with a project, and to immediately adjust resource allocations to ensure each task remains on schedule and on budget. EPD additionally holds a weekly resource allocation meeting where each active project is assessed for budget and schedule compliance.Staffing is adjusted if necessary at these meetings. These tools have proven effective in ensuring schedules and budgets are maintained for all EPD projects. Request for Statement of Qualifications#18/19-201 EPD Solutions,Inc. On Call CEQA Consulting Services December 6,2018 423 of 725 Exhibits The following exhibits are enclosed: ■ Exhibit A: Conflict of Interest/Non-disclosure Statement ■ Exhibit C: Professional Services Agreement Exceptions Summary ■ Exhibit D:Acknowledgement of Insurance Requirements ■ Exhibit E:Addendum Acknowledgement ■ Exhibit F: Consultant Certification Form ■ Exhibit H: Signature of Authority Exhibit B, References Worksheet,is provided as a separate document. Exhibit G, Participation Clause,is excluded from this submittal, as directed by Addendum No. 001. Request for Statement of Qualifications#18 19-201 EPD q � Solutions,Inc. On Call CEQA Consulting Services December 6,2018 424 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SOQ")#18/19-201 for On Call CEQA Consulting Services "EXHIBIT A"CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT It is the policy of the City of Rancho Cucamonga to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements ("PSA")with potential Consultants. I do not have specific knowledge of confidential information regarding SOQ responses received in response to the Request for Statement of Qualifications ("SOQ")#18/19-201 for On Call CEQA Consulting Services. I agree not to disclose or otherwise divulge any information pertaining to the contents,status, or ranking of any SOQ response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, reproduction of any part or any portion of any SOQ response, or removal of same from designated areas. I, the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein. Jeremy Krout (Print Name) None (Relationship to the City) President/CEO (Relationship to the Consultant) (Signature) 12/6/201s (Date) Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 20 of 28 425 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SO(X")#18/19-201 for On Call CEQA Consulting Services "EXHIBIT C" PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY Mark the appropriate choice below: X Consultant accepts the PSA without exception. OR Consultant proposes exceptions to the PSA. Summarize all exceptions on a separate document. Enclose a written summary of each change and title as "Exception Summary", which shall include the Consultant's rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted summary may deem the response as non-responsive. Signa ure Jeremy Krout Printed Name President/CEO Title 12/6/18 Date Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 23 of 28 426 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SOQ")#18/19-201 for On Call CEQA Consulting Services "EXHIBIT D"ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED Jeremy Krout the President (President,Secretary, Manager, Owner or Representative) of EPD solutions, Inc. certify that the (Name of Company, Corporation or Owner) Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Statement of Qualifications ("SOQ") #18/19-201 for On Call CEQA Consulting Services have been read and understood and that our Consultant is able to provide and maintain the coverage as specified in the PSA. Failure to provide said coverage, upon request to finalize the PSA prior to award shall be sufficient cause for immediate disqualification of award. Failure to maintain said coverage shall result in termination of the contract. Sig ature Jeremy Krout Printed Name President/CEO Title 12/6/18 Date Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 24 of 28 427 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SOW)#18/19-201 for On Call CEQA Consulting Services "EXHIBIT E"ADDENDUM ACKNOWLEDGEMENT The Consultant hereby acknowledges the following Addenda Number(s)to this SOQ have been received, if any. Consultant understands failure to acknowledge any addenda issued may cause the SOQ response to be considered non-responsive. It is the Consultant's responsibility to log into the Bid System to identify and download the number of addenda that have been posted. Addendum No. 001 - Nov. 8, 2018 • Sign ture Jeremy Krout Printed Name President/CEO Title 12/6/18 Date Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 25 of 28 428 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SOQ")#18/19-201 for On Call CEQA Consulting Services "EXHIBIT F"CONSULTANT CERTIFICATION FORM I certify that neither EPD solutions, Inc.(Consultant) nor any of its proposed subcontractors are currently under suspension or debarment by any state or federal government agency, and that neither Consultant nor any of its proposed subcontractors are tax delinquent with the State of California. I acknowledge that if Consultant or any of its subcontractors subsequently are placed under suspension or debarment by a local, state or federal government entity, or if Consultant or any of its subcontractors subsequently become delinquent in California taxes, our Proposal may be disqualified. Signature Jeremy Krout Printed Name President/CEO Title 12/6/16 Date Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 26 of 28 429 of 725 City of Rancho Cucamonga Request for Statement of Qualifications("SOQ")#18/19-201 for On Call CEQA Consulting Services "EXHIBIT H"SIGNATURE OF AUTHORITY The undersigned firm declares that he has carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this SOQ response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following SOQ response. THE CONSULTANT IN SUBMITTING THIS SOQ RESPONSE MUST FILL IN THE FOLLOWING INFORMATION. FAILURE TO DO SO MAY DEEM YOUR SOQ RESPONSE AS NON-RESPONSIVE. Company Name: Address: Environment Planning Development (Street,Su.#City,State,Zip) Solutions, Inc. dba EPD Solutions, Inc. 2030 Main St. , Ste. 1200 Irvine, CA 92614 Telephone#: (949) 794-1180 Fax#: n/a E-mail address: Web Address: jeremy@epdsolutions.com www.epdsolutions.com Authorized Representative:(print) Title: Jeremy Krout President/CEO Signature: Date: Gzwt 12/6/18 Must be included in final SOQ submittal. Submittals Due: December 6,2018,by 9:00 am Page 28 of 28 430 of 725 EXHIBIT B SCHEDULE OF PERFORMANCE Not applicable Vendor Initials PSA with Professional Liability Insurance(non-design) Page 16 Last Revised:10102113 431 of 725 Attachment A— Sample Waiver of Subrogation (Sample Only—Not all forms will look identical to this Sample) TRAVELERS J� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13(00)-01 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or nfficinls_ DESIGNATED ORGANIZATION: Vendor Initials PSA with Professional Liahility Insurance(non-design) Page 17 Last Revised:10102113 432 of 725 Attachment B — Sample Additional Insured for On-going Projects POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s, Locations Of Covered Operations The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. information required to complete this Schedule if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury", "property This insurance does not apply to "bodily injury"or damage" or "personal and advertising injury" "property damage"occurring after: caused,in whole or in part,by: 7. Your acts or omissions;or 1. All work, including materials, parts or equip- ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed;or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ®ISO Properties,Inc.,2004 Page 1 of 1 ❑ Vendor Initials PSA with Professional Liability Insurance(non-design) Page 18 Last Revised:10102113 433 of 725 AMENDMENT NO. 1 to Agreement(CO 19-030) between EPD Solutions,Inc. (hereinafter Consultant) and City of Rancho Cucamonga(hereinafter"City") This Amendment No. 1 will serve to amend the Professional Services Agreement (hereinafter "Agreement"), CO# 19-030 to incorporate the following: RECITALS A. City and Consultant entered into the Agreement on February 22, 2019, pursuant to which Consultant is in the business of performing On-Call CEQA Consulting Services and B. Customer and Consultant desire to set forth in this Amendment Number one(1) certain modifications to the Agreement, and C. In all other respects,the Agreement, as amended shall control the relationship between the Parties. NOW, THEREFORE, in consideration of the Recitals and for other goods and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: Item 1: Add environmental compliance services for Cucamonga Canyon and the Morgan Ranch Trailhead to the Scope of Work. All other Terms and Conditions of the original Agreement CO 19-030 will remain in full effect. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment by way of signature by both parties and on the date indicated below. EPD Solutions,Inc. City of Rancho Cucamonga By: By. Name Date Name Date Title Title City of Rancho Cucamonga By: By: Name Date Name Date Title (two signatures required if corporation) Initials Page 1 of 1 434 of 725 ATTACHMENT 3 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason Welday, Director of Engineering Services/City Engineer Alberto Felix, Traffic Engineer Chris Ellis, Assistant Engineer SUBJECT: Consideration of a Resolution Establishing a 25 Miles Per Hour Speed Limit on Hermosa Avenue between Hamilton Street and Victoria Street. This Item is Exempt from the California Environmental Quality Act Pursuant to CEQA Guidelines Section 15061(b)(3). (RESOLUTION NO. 2023-098) (CITY) RECOMMENDATION: Staff recommends the City Council adopt the attached resolution establishing a 25 miles per hour speed limit on Hermosa Avenue between Hamilton Street and Victoria Street, adjacent to Hermosa Park. BACKGROUND: In late 2021, staff responded to a series of complaints regarding speeding vehicles along Hermosa Avenue, which caused significant concerns to pedestrians making use of the marked crosswalk at the intersection of Mignonette Street/Hamilton Street. The Engineering Services Department conducted safety assessments which resulted in the crosswalks being scheduled for removal. Staff began the process of removing these crosswalks by posting notification signs and allowing 30-days for the public to submit comments, as required by the California Vehicle Code (CVC). During the 30-day period, the City received feedback from citizens who opposed the removal of these crosswalks and requested staff to keep the crosswalks and offer major enhancements such as traffic signals or Rectangular Rapid Flashing Beacons. In August 2022, the City hired Michael Baker International (MBI), a third-party traffic engineering consultant, to conduct an impartial analysis of the two crosswalk locations. In short, the completed analysis recommended near-term, mid-term, and long-term improvements to the area around the two crossings. In May 2023, City Council approved the implementation of the near-term recommendations including the addition of signing and striping at each of the subject crosswalks as outlined in the MBI analysis and directing staff to pursue the establishment of a Playground Speed limit and associated speed feedback sign on Hermosa Avenue from Hamilton Street to Victoria Avenue. ANALYSIS: Pursuant to Section 22352(b)(2) of the CVC, a city may set a prima facie speed limit of 25 miles per hour(MPH) on any street adjacent to school grounds which are not separated from the street 435 of 725 by a fence, gate, or other physical barrier while the grounds are in use by children. Further, staff reviewed the provisions of CVC Section 22357.1, which permits local agencies by ordinance or resolution to set a prima facie speed limit of 25 MPH on a street adjacent to any children's playground in a public park during hours or days when children are expected to use the facilities. Currently, the approaching speed limit for the Hermosa Frontage of the park is 45 MPH. Staff has reviewed the subject segment of Hermosa Avenue from Hamilton Street to Victoria Street and determined that CVC Section 22357.1 is applicable. Staff therefore recommends the establishment of the Playground Speed Limit and installation of speed feedback signs for both directions of travel on Hermosa Avenue adjacent to Hermosa Park to reduce speed to 25 MPH. The signs will flash the speed of the approaching vehicle and make drivers aware of the new speed limit. CEQA ANALYSIS This item has been reviewed by staff and determined that the establishment of a 25 MPH speed limit on Hermosa Avenue between Hamilton Street and Victoria Street is not subject to the California Environmental Quality Act ("CEQA") because it can be seen with certainty that there is no possibility that the reduced speed limit would have a significant effect on the environment (Public Resources Code Section 15061(b)(3)). FISCAL IMPACT: An appropriation in the amount of $17,600 from Gas Tax Fund (Fund 174) to account no. 1001308-5300 is required to fully fund this project. The cost to purchase and install two (2) speed feedback signs, and associated hardware is $17,600 ($16,000 for materials and labor plus 10% contingency). Supplemental signage will be installed by the Public Works Department and striping will be performed by Superior Pavement Markings Inc., under the existing striping contract. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: The creation of the Playground Speed Zone addresses the City Council's core values by promoting and enhancing a safe and healthy community for all. ATTACHMENTS: Attachment 1 — Resolution No. 2023-XXX Attachment 2 — Signing and Striping Plan Page 2 436 of 725 RESOLUTION NO. 23-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ADOPTING A 25 MILES PER HOUR SPEED LIMIT ON HERMOSA AVENUE BETWEEN HAMILTON STREET AND VICTORIA STREET A. Recitals 1. Pursuant to California Vehicle Code Section 22352(b)(2), a city may set a prima facie speed limit of 25 miles per hour on any street adjacent to a school building or school grounds or on a street adjacent to school grounds which are not separated from the street by a fence, gate, or other physical barrier while the grounds are in use by children. 2. Pursuant to California Vehicle Code Section 22357.1, a city may set a prima facie speed limit of 25 miles per hour on a street adjacent to any children's playground in a public park during the hours or days when children are expected to use the facilities. 3. Hermosa Park, located on Hermosa Avenue between Hamilton Street and Victoria Street, has two playgrounds and is adjacent to Deer Canyon School. Hermosa Park does not have any barrier separating it from Hermosa Avenue. 4. The City Council desires to set a 25 miles per hour speed limit on Hermosa Avenue, between Hamilton Street and Victoria Street, adjacent to Hermosa Park. B. Resolution NOW, THEREFORE,the City Council of the City of Rancho Cucamonga does hereby find, determine, conclude, and resolve as follows: 1. This Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. The speed limit of 25 miles per hour on Hermosa Avenue, between Hamilton Street and Victoria Street, is hereby established and determined to be reasonable, safe, and appropriate for the orderly movement of traffic. 3. All previous resolutions and orders establishing speed limits on Hermosa Avenue between Hamilton Street and Victoria Street are hereby rescinded. 4. The City Council finds that the establishment of a 25 miles per hour speed limit on Hermosa Avenue between Hamilton Street and Victoria Street is not subject to the California Environmental Quality Act ("CEQA") because it can be seen with certainty that there is no possibility that the reduced speed limit would have a significant effect on the environment. (Pub. Res. Code Sec. 15061(b)(3)). Resolution No. 23-XXX— Page 1 of 2 ATTAC44 M E NT 1 5. If any section, subsection, sentence, clause, or phrase of this Resolution is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed this Resolution, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Resolution would be subsequently declared invalid or unconstitutional. 6. The speed limits established in this Resolution shall become effective upon posting of the speed limit signs as required by the Vehicle Code. 7. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 6th day of September 2023. Resolution No. 23-XXX— Page 2 of 2 ATTACHMENT 1 _n__A_fso_U_H ! o |. _ ( § IZ, )!( E ■ - ,. > 2 . § 0 | 0 0 ^: § 19 ........ \ w � � ) Aug 6 � ■ ; � z 0 } g � � \ w - � � ■ z J 0 � | « : � §zi ; 5 q \ ! / ! ; \ a _ § , 2 a \ \ k § - 12 -n--A--s©-U-14 \ \ : ( §� . z Z ( 06 | ), \ © ■ � � ■ , | � o ■ � ) ` AM* �- � $ ! w ; 0. . } ,/ !! ! k § - ' CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Justine Garcia, Deputy Director of Engineering Services SUBJECT: Consideration of a Resolution Adopting the Measure I Five-Year Capital Project Needs Analysis covering Fiscal Years 2024/2025 Through 2028/2029. (RESOLUTION NO. 2023-099) (CITY) RECOMMENDATION: Staff recommends the City Council adopt the attached resolution approving the Measure I Five- Year Capital Project Needs Analysis covering Fiscal Years 2024/2025 through 2028/2029. BACKGROUND: Measure 1 2010-2040 Strategic Plan (Plan), the county-wide transportation sales tax program approved by voters, requires each local jurisdiction receiving revenue from the Valley Major Street and Freeway Interchange Programs to annually adopt and update a Five-Year Capital Project Needs Analysis (CPNA) which outlines the specific projects upon which Measure I Valley Major Street and Freeway Interchange Program funds will be expended. ANALYSIS: Staff has prepared the Five-Year CPNA for consideration by the City Council for adoption. Upon adoption, the CPNA will be kept on file with the San Bernardino County Transportation Authority (SBCTA) for informational purposes. The CPNA consists of a list of eligible capital improvement projects, along with their anticipated costs that have been or are expected to be constructed during the upcoming five years. Upon completion of a project in the Plan, the City may seek reimbursement for the Measure I share of the project costs based on the availability of funds allocated to the City. Funds are allocated to the City by the SBCTA Board of Directors on an annual basis and roll-over if not fully expended. The CPNA includes two widening projects and traffic signal improvements at seven locations. FISCAL IMPACT: Approval of this item will meet SBCTA Five-Year CPNA requirements allowing the City to seek reimbursement of eligible expenses in line with SBCTA policy. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the construction of high- quality public improvement that promote a world class community. ATTACHMENTS: Attachment 1 — CPNA Resolution 441 of 725 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, STATE OF CALIFORNIA, ADOPTING THE MEASURE I FIVE YEAR CAPITAL PROJECT NEEDS ANALYSIS FOR FISCAL YEARS 2024/2025 THROUGH 2O28/2029 WHEREAS, San Bernardino County voters approved passage of Measure I in November 2004, authorizing the San Bernardino County Transportation Authority to impose a one-half of one percent retail transactions and use tax applicable in the incorporated and unincorporated territory of the County of San Bernardino; and WHEREAS, revenue from the tax can only be used for transportation improvement and traffic management programs authorized in the Expenditure Plans set forth in Ordinance No. 04- 1 of the Authority; and WHEREAS, the Strategic Plan requires each local jurisdiction applying for revenue from certain Measure I Programs to annually adopt and update a Five-Year Capital Project Needs Analysis. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, HEREBY RESOLVES to adopt the Measure I Five-Year Capital Project Needs Analysis for Fiscal Years 2024/2025 through 2028/2029, a copy of which is attached to this resolution as Exhibit A. PASSED,APPROVED, AND ADOPTED this 6th day of September 2023. Resolution No. 2023-XXX—Page 1 of 11 ATTACHMENT 1 442 of 725 Exhibit A Measure "I" Five-Year Capital Project Needs Analysis for Fiscal Years 2023/2024 through 2027/2028 Resolution No. 2023-XXX—Page 2 of 11 ATTACHMENT 1 443 of 725 Capital Project Needs Analysis Nexus Project Cost $ 7,572,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR" FY 24/25 FY 25126 FY 26/27 FY 27/28 FY 28/29 FUTURE Wilson Avenue from East Avenue PA&ED to Wardman Bullock-Widen from Total Cost: $165,000.00 0 to 4 Lanes Fund Type: MSI Arterial $ 117,650.00 $ $ - $ $ $ $ DEV FEE $ 47,350.00 $ $ - $ $ $ $ Select Fund- $ - $ $ - $ $ $ $ Select Fund- $ $ $ - $ $ $ $ - Other: $ $ $ - $ $ $ $ - Current Total Project Cost PS&E Estimate: Total Cost: $740,541.00 $7,434,218.00 Fund Type: MSI Arterial $ 528,007.00 $ $ - $ $ - $ $ - DEV FEE $ 212,534.00 $ $ - $ $ - $ $ - Total Measure I Request: -Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ $ $ - $3,199,098.00 Other: $ - $ $ - $ $ $ $ - (Summation of Measure 1) ROW Total Cost: $62,355.00 Fund Type: MSI Arterial $ 44,451.00 $ $ - $ $ - $ $ - Comments: DEV FEE $ 17,657.00 $ $ - $ $ - $ $ - MI LOCAL ST $ 247.00 $ $ - $ $ $ $ - -Select Fund- $ - $ $ - $ $ $ $ - Other: $ - $ $ - $ $ $ $ - CONST Total Cost: $3,518,918.00 Fund Type: MSI Arterial $ 2,508,990.00 $ $ - $ $ - $ $ - DEV FEE $ 999,610.00 $ $ - $ $ - $ $ - MI LOCAL ST $ 10,318.00 $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ $ $ - Select Fund- $ - $ $ - $ $ $ $ - Select Fund- $ $ $ - $ $ $ $ - Other: $ $ $ - $ $ $ $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029CPNA Template_8-21-23-Prof 1 444 of 725 Resolution No.2023-XXX—Page 3 of 11 ATTACHMENT Capital Project Needs Analysis Nexus Project Cost $ 369,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR* FY 24/25 FY 25126 FY 26/27 FY 27/28 FY 28/29 FUTURE Widen Victoria Avenue from PA&ED Etiwanda High School to 1-15. Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ - $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ - Current Total Project Cost PS&E Estimate: Total Cost: $16,640.00 $412,341.00 Fund Type: MSI Arterial $ 11,864.00 $ $ - $ $ - $ $ - DEV FEE $ 471.00 $ $ - $ $ - $ $ - Total Measure I Request: MI LOCAL ST $ 4,305.00 $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - $293,999.00 Other: $ - $ $ - $ $ - $ $ - (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ - $ $ - $ $ - $ $ - Comments: Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ $ $ - Select Fund- $ - $ $ - $ $ $ $ - Other: $ - $ $ $ $ $ $ - CONST Total Cost: $395,701.00 Fund Type: MSI Arterial $ 282,135.00 $ $ - $ $ - $ $ - MI LOCAL ST $ 113,566.00 $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ $ $ $ $ - Select Fund- $ $ $ $ $ $ $ - Select Fund- $ $ $ $ $ $ $ - Other: $ $ $ $ $ $ $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj 2 445 of 725 Resolution No.2023-XXX—Page 4 of 11 ATTACHMENT 1 Capital Project Needs Analysis Nexus Project Cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR* FY 24/25 FY 25126 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of Rochester Avenue Total Cost: $0.00 and Jersey Boulevard Fund Type: MSI Arterial $ $ $ $ $ - $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ - Current Total Project Cost PS&E Estimate: Total Cost: $13,750.00 $738,737.00 Fund Type: MSI Arterial $ 9,804.00 $ $ - $ $ - $ $ - DEV FEE $ 3,946.00 $ $ - $ $ - $ $ - Total Measure I Request: -Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - $526,720.00 Other: $ - $ $ - $ $ - $ $ - (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ - $ $ - $ $ - $ $ - Comments: Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ $ $ - Select Fund- $ - $ $ - $ $ $ $ - Other: $ - $ $ $ $ $ $ - CONST Total Cost: $724,987.00 Fund Type: MSI Arterial $ 516,916.00 $ $ - $ $ - $ $ - DEV FEE $ 208,071.00 $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ $ $ $ $ - Select Fund- $ $ $ $ $ $ $ - Select Fund- $ $ $ $ $ $ $ - Other: $ $ $ $ $ $ $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj 3 Resolution No.2023-XXX—Page 5 of 11 446 of 725 ATTACHMENT 1 Capital Project Needs Analysis Nexus Project Cost $ 442,000 City of Rancho Cucamonga Dev.t-oan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR* FY 24/25 FY 25126 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of Milliken Avenue Total Cost: $0.00 and 5th Street Fund Type: MSI Arterial $ $ $ $ $ - $ $ Select Fund- $ $ $ $ $ - $ $ Select Fund- $ $ $ $ $ - $ $ Select Fund- $ $ $ $ $ - $ $ Other: $ $ $ $ $ - $ $ - Current Total Project Cost PS&E Estimate: Total Cost: $13,750.00 $738,737.00 Fund Type: MSI Arterial $ 9,804.00 $ $ - $ $ - $ $ - DEV FEE $ 3,946.00 $ $ - $ $ - $ $ - Total Measure I Request: -Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - $526,720.00 Other: $ - $ $ - $ $ - $ $ - (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ - $ $ - $ $ - $ $ - Comments: Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Other: $ - $ $ $ $ - $ $ - CONST Total Cost: $724,987.00 Fund Type: MSI Arterial $ 516,916.00 $ $ - $ $ - $ $ - DEV FEE $ 208,071.00 $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Select Fund- $ - $ $ - $ $ - $ $ - Other: $ $ $ - $ $ - $ $ - *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. Resolution No.2023-XXX—Page 6 of 11 2025-2029 CPNA Template_8-21-23-Proj 4 447 of 725 ATTACHMENT 1 Capital Project Needs Analysis Nexus Project cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR" FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of East Avenue and Total Cost: $0.00 Miller Avenue Fund Type: MSI Arterial $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ Current Total Project Cost PS&E Estimate: Total Cost: $13,750.00 $738,737.00 Fund Type: MSI Arterial $ 9,804.00 $ $ $ $ $ $ DEV FEE $ 3,946.00 $ $ $ $ $ $ Total Measure I Request: Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ $526,720.00 Other: $ $ $ $ $ $ $ (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ $ $ Comments: Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ CONST Total Cost: $724,987.00 Fund Type: MSI Arterial $ 516,916.00 $ $ $ $ $ $ DEV FEE $ 208,071.00 $ $ $ $ $ $ Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ - `Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj 5 Resolution No.2023-XXX—Page 7 of 11 448 of 725 ATTACHMENT Capital Project Needs Analysis Nexus Project cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR" FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of Carnelian Street Total Cost: $0.00 and Banyan Street Fund Type: MSI Arterial $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ Current Total Project Cost PS&E Estimate: Total Cost: $12,271.00 $600,297.00 Fund Type: MSI Arterial $ 8,749.00 $ $ $ $ $ $ DEV FEE $ 3,522.00 $ $ $ $ $ $ Total Measure I Request: Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ $428,012.00 Other: $ $ $ $ $ $ $ (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ $ $ Comments: Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ CONST Total Cost: $588,026.00 Fund Type: MSI Arterial $ 419,263.00 $ $ $ $ $ $ DEV FEE $ 168,763.00 $ $ $ $ $ $ Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ - `Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj(i 449 of 725 Resolution No.2023-XXX—Page 8 of 11 ATTACHMENT Capital Project Needs Analysis Nexus Project cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR" FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of 6th Street and Total Cost: $0.00 Utica Avenue Fund Type: MSI Arterial $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ Current Total Project Cost PS&E Estimate: Total Cost: $7,920.00 $595,946.00 Fund Type: MSI Arterial $ 5,647.00 $ $ $ $ $ $ DEV FEE $ 2,273.00 $ $ $ $ $ $ Total Measure I Request: Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ $424,910.00 Other: $ $ $ $ $ $ $ (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ $ $ Comments: Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ CONST Total Cost: $588,026.00 Fund Type: MSI Arterial $ 419,263.00 $ $ $ $ $ $ DEV FEE $ 168,763.00 $ $ $ $ $ $ Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ - `Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj 7 Resolution No.2023-XXX—Page 9 of 11 450 of 725 ATTACHMENT Capital Project Needs Analysis Nexus Project cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR" FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of 6th Street and Total Cost: $0.00 Rochester Avenue Fund Type: MSI Arterial $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ Current Total Project Cost PS&E Estimate: Total Cost: $13,750.00 $738,737.00 Fund Type: MSI Arterial $ 9,804.00 $ $ $ $ $ $ DEV FEE $ 3,946.00 $ $ $ $ $ $ Total Measure I Request: Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ $526,720.00 Other: $ $ $ $ $ $ $ (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ $ $ Comments: Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ CONST Total Cost: $724,987.00 Fund Type: MSI Arterial $ 516,916.00 $ $ $ $ $ $ DEV FEE $ 208,071.00 $ $ $ $ $ $ Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ `Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. Resolution No.2023-XXX—Page 10 of 11 2025-2029 CPNA Template_8-21-23-Proj 8 451 of 725 ATTACHMENT Capital Project Needs Analysis Nexus Project Cost $ 442,000 City of Rancho Cucamonga Dev.Loan? No Valley Arterial Sub-Program 5-Year Advance? No Public Share: 71.3 Dev.Share: 28.70 Project Information Phase Funding PRIOR* FY 24/25 FY 25/26 FY 26127 FY 27128 FY 28/29 FUTURE Construct a Traffic Signal at the PA&ED Intersection of 6th Street and Total Cost: $0.00 Hellman Avenue Fund Type: MSI Arterial $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ Current Total Project Cost PS&E Estimate: Total Cost: $45,891.00 $1,081,710.00 Fund Type: MSI Arterial $ 32,720.00 $ $ $ $ $ $ DEV FEE $ 13,171.00 $ $ $ $ $ $ Total Measure I Request: Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ $771,973.00 Other: $ $ $ $ $ $ $ (Summation of Measure 1) ROW Total Cost: $0.00 Fund Type: MSI Arterial $ $ $ $ $ $ $ Comments: Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ $ $ $ $ $ CONST Total Cost: $1,036,819.00 Fund Type: MSI Arterial $ 739,253.00 $ $ $ $ $ $ DEV FEE $ 297,566.00 $ $ $ $ $ $ Select Fund- $ - $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Select Fund- $ $ $ $ $ $ $ Other: $ $ I$ is is is is *Prior should identify any expenses incurred in prior years that have not yet been reimbursed by SBCTA including anticipated FY 2023/2024 expenses. 2025-2029 CPNA Template_8-21-23-Proj 9 Resolution No.2023-XXX—Page 11 of 11 452 of 725 ATTACHMENT CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities SUBJECT: Consideration of a Resolution Adopting a Generating Facility Interconnection Electric Service Rule to the Rancho Cucamonga Municipal Utility's Rules and Regulations. (RESOLUTION NO. 2023-100) (CITY) RECOMMENDATION: Staff recommends the City Council adopt a resolution adding a Generating Facility Interconnection Rule to the existing Municipal Utility's Electric Service Rules. BACKGROUND: The City Council established a Municipal Utility on August 31, 2001 and adopted Chapter 3.46 of Title 3 of the Rancho Cucamonga Municipal Code establishing Electricity Service Rules and Regulations, which may be amended from time to time by resolution. Chapter 3.46.020(A) states that all rules are subject to change and copies of the rules currently in effect will be kept in the office of the utility. ANALYSIS: The Generating Facility Interconnection Rule (Rule) describes the interconnection, operating and metering requirements for generation facilities to be connected to the Rancho Cucamonga Municipal Utility's (RCMU's) distribution system. The Rule provides RCMU customers, wishing to install generation or energy storage facilities on their premises, with interconnection access to the RCMU electric grid while protecting the safety and reliability of the distribution system at the local and system levels. The Rule contains provisions governing many aspects of generating interconnection, including: • General Requirements • Procedures and timeframes for reviewing interconnection applications • Design requirements and system sizing • Allocation of interconnection costs • Technical Operating parameters • Certification and testing criteria • Metering and monitoring requirements • Protection requirements • Dispute Resolution process 453 of 725 In order to provide for uniformity, this Rule is intended to be generally consistent with the technical requirements of the California Public Utilities Commission's Rule 21 and the Institute of Electrical and Electronics Engineers (IEEE) 1547, Standard for Interconnecting Distributed Resources with Electric Power Systems, as amended. If approved by the City Council, this Rule will become effective immediately. FISCAL IMPACT: If approved by the City Council, this Rule will add some additional, existing fees to recover costs related to City staff's review of new generation project design and interconnection applications. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision to build on our success as a world class community by ensuring that the safety and reliability of the Municipal Utility is followed to meet the community's needs. ATTACHMENTS: Attachment 1 - Resolution No. 2023-XXX Page 2 454 of 725 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ADOPTING A GENERATING FACILITY INTERCONNECTION ELECTRIC SERVICE RULE A. Recitals 1. The City Council of the Rancho Cucamonga has previously adopted Chapter 3.46 of Title 3 of the Rancho Cucamonga Municipal Code establishing Electricity Service Rules and Regulations, which may be amended from time to time by Resolution; 2. City staff has prepared a Generating Facility Interconnection Service Rule, describing the interconnection, operating and metering requirements for generation facilities to be connected to the Rancho Cucamonga Municipal Utility's (RCMU's) distribution system while protecting the safety and reliability of the distribution system at the local and system levels; and 3. The City Council has reviewed the adoption of this Resolution pursuant to the requirements of the California Environmental Quality Act of 1970 ("CEQA"), as amended, and has determined that the adoption of the Resolution is exempt from the CEQA review pursuant to State CEQA Guidelines Section 15061(b)(3). B. Resolution NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, HEREBY RESOLVES, 1. The facts set forth in Part A, Recitals, of this Resolution are true and correct. 2. The City Council hereby approves and adopts the Generating Facility Interconnection Service Rule set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. 3. This City Clerk shall certify to the adoption of this Resolution. 4. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED, AND ADOPTED this 6th day of September 2023. Resolution No. 2023-XXX Page 1 of 33 ATTA M E N T 1 Exhibit A Electric Service Rule-Generating Facility Interconnection A. APPLICABILITY Applicability: This Rule describes the Interconnection, operating and Metering requirements for Generating Facilities to be connected to Rancho Cucamonga Municipal Utility's ("RCMU") Distribution System. Subject to the requirements of this Rule,RCMU will allow the Interconnection of Generating Facilities with its Distribution System. Definitions: Capitalized terms used in this Rule, and not defined in RCMU's other rules, shall have the meaning ascribed to such terms in Section H of this Rule. The definitions set forth in Section H of this Rule shall only apply to this Rule and may not apply to RCMU's other rules. In the event of any conflict between this rule and any of the standards listed herein,the requirements of this rule shall take precedence. B. DEFINITIONS The definitions in this Section are applicable only to this Rule, the Application and Interconnection Agreements. Anti-Islanding: A control scheme installed as part of the Generating Facility or Interconnection Facilities that senses and prevents the formation of an Unintended Island. Applicant: The entity submitting an Application for Interconnection pursuant to this Rule. Application: A standard RCMU provided form submitted to RCMU for Interconnection of a Generating Facility. Certification Test: A test pursuant to this Rule that verifies conformance of certain equipment with RCMU-approved performance standards in order to be classified as Certified Equipment. Certification Tests are performed by NRTLs. Certification; Certified; Certificate: The documented results of a successful Certification Testing. Certified Equipment: Equipment that has passed all required Certification Tests. Commissioning Test: A test performed during the commissioning of all or part of a Generating Facility to achieve one or more of the following: • Verify specific aspects of its performance; • Calibrate its instrumentation; and • Establish instrument or Protective Function set-points. Customer: The entity that receives or is entitled to receive Distribution Service through the RCMU's Distribution System. Resolution No. 2023-XXX Page 2 of 33 ATTACHMENT 1 Dedicated Transformer; Dedicated Distribution Transformer: A transformer that provides electricity service to a single Customer. The Customer may or may not have a Generating Facility. Device: A mechanism or piece of equipment designed to serve a purpose or perform a function. The term may be used interchangeably with the terms "equipment" and "function" without intentional difference in meaning. See also Function and Protective Function. Distribution Service: All services required by,or provided to, a Customer pursuant to the approved rate schedules and rules of RCMU. Distribution System: All electrical wires, equipment, and other facilities owned or provided by RCMU, by which RCMU provides Distribution Service to its Customers. Emergency: An actual or imminent condition or situation,which jeopardizes RCMU's Distribution System Integrity. Field Testing: Testing performed in the field to determine whether equipment meets RCMU's requirements for safe and reliable Interconnection. Function: Some combination of hardware and software designed to provide specific features or capabilities. Its use, as in Protective Function, is intended to encompass a range of implementations from a single-purpose device to a section of software and specific pieces of hardware within a larger piece of equipment to a collection of devices and software. Generating Facility: All Generators, electrical wires, equipment, and other facilities owned or provided by Producer for the purpose of producing electric power. Generator: A device converting mechanical, chemical or solar energy into electrical energy, including all of its protective and control Functions and structural appurtenances. One or more Generators comprise a Generating Facility. Gross Nameplate Rating; Gross Nameplate Capacity: The total gross generating capacity of a Generator or Generating Facility as designated by the manufacturer(s) of the Generator(s). Host Load: The electrical power, less the Generator auxiliary load, consumed by the Customer, to which the Generating Facility is connected. Initial Review: The review by RCMU, following receipt of an Application, to determine the following: (a) the Generating Facility qualifies for Simplified Interconnection; or (b) if the Generating Facility can be made to qualify for Interconnection with a Supplemental Review determining any additional requirements. In-rush Current: The current determined by the In-rush Current Test. Interconnection Agreement: An agreement between RCMU and the Producer that gives certain rights and obligations to effect or end Interconnection. Interconnection; Interconnected: The physical connection of a Generating Facility in accordance with the requirements of this Rule so that Parallel Operation with RCMU's Distribution System can occur(or has occurred). Resolution No. 2023-XXX Page 3 of 33 ATTACHMENT 1 Interconnection Facilities: The electrical wires, switches and related equipment that are required in addition to the facilities required to provide electric Distribution Service to a Customer to allow Interconnection. Interconnection Facilities may be located on either side of the Point of Common Coupling as appropriate to their purpose and design. Interconnection Facilities may be integral to a Generating Facility or provided separately. Interconnection Study: A study to establish the requirements for Interconnection of a Generating Facility with RCMU's Distribution System. Island; Islanding: A condition on RCMU's Distribution System in which one or more Generating Facilities deliver power to Customers using a portion of RCMU's Distribution System that is electrically isolated from the remainder of RCMU's Distribution System. Line Section: That portion of RCMU's Distribution System connected to a Customer bounded by automatic sectionalizing devices or the end of the distribution line. Load Carrying Capability: The maximum electrical load that may be carried by a section of RCMU's Distribution System consistent with reliability and safety under the circumstances being evaluated. Metering: The measurement of electrical power in kW and/or energy in kWh, and, if necessary, reactive power in WAR at a point, and its display to RCMU, as required by this Rule. Metering Equipment: All equipment, hardware, software including meter cabinets, conduit, etc., that are necessary for Metering. Momentary Parallel Operation: The interconnection of a Generating Facility to the Distribution System for one second(60 cycles) or less. Nationally Recognized Testing Laboratory (NRTL): A laboratory accredited to perform the Certification Testing requirements under this Rule. Net Energy Metering: Metering for the receipt and delivery of electricity between the Producer and RCMU over a timeframe established per the applicable NEM rate,the difference between these two values yields either net consumption or surplus over the given time period. Net Generation Output Metering: Metering of the net electrical power output in kW or energy in kWh,from a given Generating Facility.This may also be the measurement of the difference between the total electrical energy produced by a Generator and the electrical energy consumed by the auxiliary equipment necessary to operate the Generator. For a Generator with no Host Load and/or Public Utilities Code Section 218 Load(Section 218 Load), Metering that is located at the Point of Common Coupling. For a Generator with Host Load and/or Section 218 Load, Metering that is located at the Generator but after the point of auxiliary load(s)and prior to serving Host Load and/or Section 218 Load. Net Nameplate Rating: The Gross Nameplate Rating minus the consumption of electrical power of a Generator or Generating Facility as designated by the manufacturer(s) of the Generator(s). Network Service: More than one electrical feeder providing Distribution Service at a Point of Common Coupling. Resolution No. 2023-XXX Page 4 of 33 ATTACHMENT 1 Non-Export; Non-Exporting Scheme: Designed to prevent the transfer of electrical energy from the Generating Facility to RCMU's Distribution System. Non-Islanding: Designed to detect and disconnect an Unintended Island with matched load and generation. Reliance solely on under/over voltage and frequency trip is not considered sufficient to qualify as Non-Islanding. Parallel Operation: The simultaneous operation of a Generator with power delivered or received by RCMU while Interconnected.For the purpose of this Rule,Parallel Operation includes only those Generating Facilities that are Interconnected with RCMU's Distribution System for more than 60 cycles (one second). Paralleling Device: An electrical device, typically a circuit breaker, operating under the control of a synchronization function or by a qualified operator to connect an energized generator to an energized electric power system or two energized power systems to each other. Periodic Test: A test performed on part or all of a Generating Facility/Interconnection Facilities at pre-determined time or operational intervals to achieve one or more of the following: • Verify specific aspects of its performance • Calibrate instrumentation • Verify and re-establish instrument or Protective Function set-points. Point of Common Coupling (PCC): The transfer point for electricity between the electrical conductors of RCMU and the electrical conductors of the Producer. Point of Common Coupling Metering: Metering located at the Point of Common Coupling. This is the same Metering as Net Generation Metering for Generating Facilities with no Host Load and/or Section 218 Load. Point of Interconnection: The electrical transfer point between a Generating Facility and RCMU's Distribution System. This may or may not be coincident with the Point of Common Coupling. Producer: The entity that executes an Interconnection Agreement with RCMU. The Producer may or may not own or operate the Generating Facility, but is responsible for the rights and obligations related to the Interconnection Agreement. Production Test: A test performed on each device coming off the production line to verify certain aspects of its performance. Protective Function(s): The equipment, hardware and/or software in a Generating Facility (whether discrete or integrated with other functions) whose purpose is to protect against Unsafe Operating Conditions. Prudent Electrical Practices: Those practices, methods, and equipment, as changed from time to time,that are commonly used in prudent electrical engineering and operations to design and operate electric equipment lawfully and with safety, dependability, efficiency and economy. Resolution No. 2023-XXX Page 5 of 33 ATTACHMENT 1 Scheduled Operation Date: The date specified in the Interconnection Agreement when the Generating Facility is,by the Producer's estimate, expected to begin operation pursuant to this Rule. Secondary Network: A network supplied by several primary feeders suitably interlaced through the area in order to achieve acceptable loading of the transformers under emergency conditions and to provide a system of extremely high service reliability. Secondary networks usually operate at 600 V or lower. Section 218 Load: Electrical power that is supplied in compliance with California Public Utilities Code Section 218. Public Utilities Code Section 218 defines an"Electric Corporation"and provides conditions under which a transaction involving a Generating Facility would not classify a Producer as an Electric Corporation. These conditions relate to "over-the-fence" sale of electricity from a Generating Facility without using RCMU's Distribution System. Short Circuit(Current)Contribution Ratio (SCCR): The ratio of the Generating Facility's short circuit contribution to the short circuit contribution provided through RCMU's Distribution System for a three-phase fault at the high voltage side of the distribution transformer connecting the Generating Facility to RCMU's system. Simplified Interconnection: Interconnection conforming to the Initial Review requirements under this Rule, as determined by Section I. Single Line Diagram; Single Line Drawing: A schematic drawing, showing the major electric switchgear, Protective Function devices, wires, Generators, transformers and other devices, providing sufficient detail to communicate to a qualified engineer the essential design and safety of the system being considered. Special Facilities: As defined in RCMU's Rules governing Special Facilities. Starting Voltage Drop: The percentage voltage drop at a specified point resulting from In-rush Current. The Starting Voltage Drop can also be expressed in volts on a particular base voltage, (e.g., 6 volts on a 120-volt base, yielding a 5% drop). Supplemental Review: A process wherein RCMU further reviews an Application that fails one or more of the Initial Review Process steps. The Supplemental Review may result in one of the following: (a) approval of Interconnection; (b) approval of Interconnection with additional requirements; or(c)required modifications for interconnection. System Integrity: The condition under which RCMU's Distribution System is deemed safe and can reliably perform its intended functions in accordance with the safety and reliability rules of RCMU. Telemetering: The electrical or electronic transmittal of Metering data in real-time to RCMU. Transfer Trip: A Protective Function that trips a Generating Facility remotely by means of an automated communications link controlled by RCMU. Type Test: A test performed on a sample of a particular model of a device to verify specific aspects of its design, construction and performance. Resolution No. 2023-XXX Page 6 of 33 ATTACHMENT 1 Unintended Island: The creation of an island, usually following a loss of a portion of RCMU's Distribution System, without the approval of RCMU. Unsafe Operating Conditions: Conditions that, if left uncorrected, could result in hard to personnel, damage to equipment, loss of System Integrity or operation outside pre-established parameters required by the Interconnection Agreement. Visible Disconnect: An electrical switching device that can separate the Generating Facility from the Distribution System and is designed to allow visible verification that separation has been accomplished. This requirement can be met by opening the enclosure to observe the contact separation. C. GENERAL REQUIREMENTS 1. Authorization Required to Operate: A Producer must comply with this Rule and receive RCMU's express written permission before Parallel Operation of its Generating Facility with RCMU's Distribution System. RCMU shall apply this Rule in a non-discriminatory manner and shall not unreasonably withhold its permission for Parallel Operation of Producer's Generating Facility with RCMU's Distribution System. 2. Access to Premises: RCMU may enter Customer's premises without prior notice (a) to inspect, at all reasonable hours, Customer's protective devices and read or test any meter for the Facility and(b)to disconnect, at any time, without notice, the Facility if, in RCMU's sole opinion, a hazardous condition exists and that immediate action is necessary to protect persons, or RCMU's facilities, or property of others from damage or interference caused by(1) Customer's Facility, or(2) Customer's failure to comply with the requirements of this Rule. 3. Separate Agreements Required for Other Services: Producer requiring other electric services from RCMU including, but not limited to, Distribution Service during periods of curtailment or interruption of the Producer's Generating Facility, will comply with these Rules and agrees to abide by all requirements as set forth by RCMU for such services in accordance with RCMU's City Council-approved Electric Rules. 4. Transmission Service Not Provided with Interconnection: Interconnection with RCMU's Distribution System under this Rule does not provide a Producer any rights to utilize RCMU's System for the transmission, distribution, or wheeling of electric power. 5. Design Reviews and Inspections: RCMU shall have the right to review the design of a Producer's Generating and/or Interconnection Facilities and to inspect a Producer's Generating and/or Interconnection Facilities prior to the commencement of Parallel Operation with RCMU's Distribution System. RCMU may require a Producer to make modifications as necessary to comply with the requirements of this Rule.RCMU's review and authorization for Parallel Operation shall not be construed as confirming or endorsing the Producer's design or as warranting the Generating and/or Interconnection Facilities' safety, durability or reliability. RCMU shall not,by reason of such review or lack of review,be responsible for the strength, adequacy or capacity of such equipment. Resolution No. 2023-XXX Page 7 of 33 ATTACHMENT 1 6. Design Requirements: a. Customer's Facility, and all portions of it used to provide or distribute electrical power and parallel interconnection with RCMU's distribution equipment shall be designed, installed, constructed, operated, and maintained in compliance with this Rule. Compliance with this section is mandatory. b. Customer shall conform to all applicable solar or wind electrical generating system safety and performance standards established by this rule, the National Electrical Code (NEC), the Institute of Electrical and Electronics Engineers (IEEE), and accredited testing laboratories such as Underwriters Laboratories, and where applicable, rules of the Public Utilities Commission regarding safety and reliability, and applicable building codes. 7. Testing and Compliance: Generating facilities must meet all applicable safety and performance standards established by the National Electrical Code,the Institute of Electrical and Electronics Engineers,and accredited testing laboratories such as Underwriters Laboratories. All generating facilities must have a warranty of at least 10 years for all equipment and the associated installation from the system provider (not from RCMU). All major solar system components(including PV panels and other generation equipment, inverters and meters) must be on the verified equipment list maintained by the CEC. Any other equipment, as determined by RCMU, must be verified as having safety certification from a Nationally Recognized Testing Laboratory. 8. Sized to offset all or part of load: The customer's generating facilities must be sized to offset part or all of the customer's own electrical requirements and cannot be oversized. 9. Transferability of Generating Facility: A new customer of record who owns, rents, or leases a premise that includes a generating facility that was approved by RCMU for parallel operation prior to the new customer moving in and/or taking electric service with RCMU will take service under this Schedule as long as the requirements of this Schedule are met. This provision also applies to premises where the developer/contractor establishes the interconnection. 10. System Modifications: Existing generating facilities currently under a legacy NEM Schedule that are modified such that: (1) the generating capacity or output increases by 10% or more; or (2) adding battery storage will be placed under the most recent NEM Schedule. 11. NEM Schedule Agreement: Existing customers under a legacy NEM schedule will remain under their legacy Schedule for a period of fifteen (15) years from the original year in which their generating facility was interconnected to RCMU's grid as determined from the date the customer received the permission to operate (PTO), and then will be switched to the most recent NEM schedule or any otherwise applicable rate schedule. Existing customers under Schedule NEM can request to be placed under the most recent NEM Schedule at any time; the customer's account will be trued up at the time of the request. This means that any outstanding balance due or credit due will be applied to the next regular billing Resolution No. 2023-XXX Page 8 of 33 ATTACHMENT 1 12. Interruption or Reduction of Deliveries: a. RCMU shall not be obligated to accept, and RCMU may require Customer to interrupt or reduce, deliveries of energy to RCMU: (a) when necessary in order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of RCMU's equipment or part of the RCMU system; or (b) if RCMU determines that curtailment, interruption, or reduction of receipt of energy from Customer's Facility is necessary because of emergencies, forced outages, force majeure, or compliance with prudent electrical practices. b. Notwithstanding any other provision of this Rule, if at any time RCMU, in its sole discretion, determines that either (a)the Facility may endanger RCMU personnel or members of the general public, or (b) the continued operation of Customer's Facility may impair the integrity of RCMU's electric distribution system, RCMU shall have the right to disconnect Customer's Facility from RCMU's electric distribution system. Customer's Facility shall remain disconnected until such time as RCMU is satisfied that the condition(s) referenced in (a) or (b) of this paragraph have been corrected, and RCMU shall not be obligated to compensate Customer for any loss of use of generation or energy during any and all periods of such disconnection. 13. Maintenance and Permits: Customer shall: (a)maintain the Facility and interconnection facilities in a safe and prudent manner and in conformance with all applicable laws and regulations including, but not limited to, requirements of Section 5 above, and (b) to the extent that future requirements may require, obtain any governmental authorizations or permits required for the operation of the Facility. Customer shall reimburse RCMU for any and all losses, damages, claims, penalties, or liability RCMU incurs as a result of Customer's failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Customer's Facility. 14. Indemnity and Liability by Customer: a. Customer shall indemnify and hold RCMU, its directors, officers, agents and employees harmless against all loss, damages expense and liability to third persons for injury to or death of persons or injury to property caused by the Customer's engineering design, construction, installation, ownership, maintenance or operations of the Facility in connection with this Agreement by reason of omission or negligence, whether active or passive. Customer shall, on RCMU's request, defend any suit asserting a claim covered by this indemnity. Customer shall pay all costs that may be incurred by RCMU in enforcing this indemnity. b. Neither RCMU, its officers, agents nor employees shall be liable for any claims, demands, costs, losses, causes of action, or any other construction, ownership, maintenance or operation of, or making of replacements, additions or betterment to, Customer's Facility except to the extent actually caused by the sole and gross negligence of the RCMU. c. Neither RCMU, its officers, agents nor employees shall be liable for damages of any kind to the Facility caused by any electrical disturbance of the RCMU system or on the system of another, whether or not the electrical disturbance results from the negligence of RCMU. D. PROTECTION REQUIREMENTS Resolution No. 2023-XXX Page 9 of 33 ATTACHMENT 1 1. General Interconnection and Protective Function Requirements The Protective Functions and requirements of this Rule are designed to protect RCMU's Distribution System and not the Generating Facility. A Producer shall be solely responsible for providing adequate protection for its Generating Facility and Interconnection Facilities. The Producer's Protective Functions shall not impact the operation of other Protective Functions utilized on RCMU's Distribution System in a manner that would affect RCMU's capability of providing reliable service to its Customers. a. Protective Functions Required Generating Facilities operating in parallel with RCMU's Distribution System shall be equipped with the following Protective Functions to sense abnormal conditions on RCMU's Distribution System and cause the Generating Facility to be automatically disconnected from RCMU's Distribution System or to prevent the Generating Facility from being connected to RCMU's Distribution System inappropriately: 1) Over and under voltage trip functions and over and under frequency trip functions; 2) A voltage and frequency sensing and time-delay function to prevent the Generating Facility from energizing a de-energized Distribution System circuit and to prevent the Generating Facility from reconnecting with RCMU's Distribution System unless RCMU's Distribution System service voltage and frequency is within the Voltage Range of 106V to 127V (on a 120V basis), inclusive, and a frequency range of 59.3 Hz to 60.5 Hz, inclusive, and are stable for at least 60 seconds; and 3) A function to prevent the Generating Facility from contributing to the formation of an Unintended Island and cease to energize the RCMU's Distribution System within two seconds of the formation of an Unintended Island. The Generating Facility shall cease to energize RCMU's Distribution System for faults on RCMU's Distribution System circuit to which it is connected. The Generating Facility shall cease to energize RCMU's Distribution circuit prior to re- closure by RCMU' Distribution System equipment. b. Momentary Paralleling Generating Facilities. With RCMU's approval, the transfer switch or scheme used to transfer the Producer's loads from RCMU's Distribution System to Producer's Generating Facility may be used in lieu of the Protective Functions required for Parallel Operation. c. Purpose of Protective Functions. The Protective Functions and requirements of this Rule are designed to protect RCMU's Distribution System and not the Generating Facility. A Producer shall be solely responsible for providing adequate protection for its Generating Facility and Interconnection Facilities. The Producer's protective devices Resolution No. 2023-XXX Page 10 of 33 ATTACHMENT 1 utilized on the Distribution System in a manner that would affect RCMU's capability of providing reliable service to its Customers. d. Suitable Equipment Required.Circuit breakers or other interrupting equipment located at the Point of Common Coupling must be Certified or "Listed" (as defined in Article 100,the Definitions Section of the National Electrical Code)as suitable for their intended application. This includes being capable of interrupting the maximum available fault current expected at their location. Producer's Generating Facility and Interconnection Facilities shall be designed so that the failure of any single device or component shall not potentially compromise the safety and reliability of RCMU's Distribution System. e. Visible Disconnect Required. When required by RCMU's operating practices, the Producer shall furnish and install a ganged, manually-operated isolating switch (or a comparable device mutually agreed upon by RCMU and the Producer)near the Point of Interconnection to isolate the Generating Facility from RCMU's Distribution System. The device does not have to be rated for load break nor provide over-current protection. The device must: 1) allow visible verification that separation has been accomplished. (This requirement may be met by opening the enclosure to observe contact separation.) 2) include markings or signage that clearly indicate open and closed positions. 3) be capable of being reached quickly and conveniently 24 hours a day by RCMU personnel for construction, operation, maintenance, inspection, testing or reading, without obstacles or requiring those seeking access to obtain keys, special permission, or security clearances. 4) be capable of being locked in the open position. 5) be clearly marked on the submitted single line diagram and its type and location approved by the RCMU prior to installation. If the device is not adjacent to the Point of Common Coupling, permanent signage must be installed at an RCMU-approved location providing a clear description of the location of the device. Generating Facilities with Non-Islanding inverters totaling one (1) kilovolt-ampere (kVA) or less are exempt from this requirement. f. Drawings Required. Prior to Parallel Operation or Momentary Parallel Operation of the Generating Facility, RCMU shall approve the Producer's Protective Function and control diagrams. Generating Facilities equipped with Protective Functions and a control scheme previously approved by RCMU for system-wide application or only Certified Equipment may satisfy this requirement by reference to previously approved drawings and diagrams. Resolution No. 2023-XXX Page 11 of 33 ATTACHMENT 1 g. Generating Facility Conditions Not Identified. In the event this Rule does not address the Interconnection conditions for a particular Generating Facility, RCMU and Producer may agree upon other arrangements. 2. Prevention of Interference: The Producer shall not operate Generating or Interconnection Facilities that superimpose a voltage or current waveform upon RCMU's Distribution System that interferes with RCMU operations, service to RCMU customers, or communication facilities. If such interference occurs, the Producer must diligently pursue and take corrective action at its own expense after being given notice and reasonable time to do so by RCMU. If the Producer does not take corrective action in a timely manner, or continues to operate the facilities causing interference without restriction or limit, RCMU may, without liability, disconnect the Producer's facilities from RCMU's Distribution System. To eliminate undesirable interference caused by its operation, each Generating Facility shall meet the following criteria: a. Voltage Regulation: The Generating Facility shall not actively regulate the voltage at the Point of Common Coupling while in parallel with RCMU's Distribution System. b. Operating Voltage Range: The voltage ranges in Table D.1 define protective trip limits for the Protective Function and are not intended to define or imply a voltage regulation Function. Generating Facilities shall cease to energize RCMU's Distribution System within the prescribed trip time whenever the voltage at the Point of Common Coupling deviates from the allowable voltage operating range. The Protective Function shall detect and respond to voltage on all phases to which the Generating Facility is connected. 1) Generating Facilities (30 kVA or less). Generating Facilities with a Gross Nameplate Rating of 30 kVA or less shall be capable of operating within the voltage range normally experienced on RCMU's Distribution System. The operating range shall be selected in a manner that minimizes nuisance tripping between 106 volts and 132 volts on a 120-volt base (88%-1 10% of nominal voltage). Voltage shall be detected at either the Point of Common Coupling or the Point of Interconnection. 2) Generating Facilities (greater than 30 WA). RCMU may require adjustable operating voltage settings. In the absence of such requirements, the Generating Facility shall operate at a range between 88% and 110% of the applicable interconnection voltage. Voltage shall be detected at either the Point of Common Coupling or the Point of Interconnection, with settings compensated to account for the voltage at the Point of Common Coupling, Generating Facilities that are Certified Non-Islanding or that meet one of the Resolution No. 2023-XXX Page 12 of 33 ATTACHMENT 1 options of the Export Screen (Section I.3.b) may detect voltage at the Point of Interconnection without compensation. 3) Voltage Disturbances.Whenever RCMU's Distribution System voltage at the Point of Common Coupling varies from and remains outside normal (nominally 120 volts) for the predetermined parameters set forth in Table D- 1,the Generating Facility's Protective Functions shall cause the Generator(s) to become isolated from RCMU's Distribution System: Table D.1 Voltage Trip Settings Voltage at Point of Common Coupling Maximum Trip Time* #of Cycles (Assuming 120 V Base) %of Nominal Voltage (Assuming 60Hz Seconds Nominal) Less than 60 Volts Less than 50% 10 Cycles 0.16 Seconds Greater than or equal to 60 volts Greater than or equal to 50% 120 Cycles 2 Seconds but less than 106 volts but less than 88% Greater than or equal to 106 Greater than or equal to 88% Normal Operation volts but less than 132 volts but less than 110% Greater than or equal to 132 Greater than or equal to 120 Cycles 2 Seconds volts but less than 144 volts 110% but less than 120% Greater than 144Volts Greater than 120% 10 Cycles 0.16 Seconds * "Maximum Trip time"refers to the time between the onset of the abnormal condition and the Generating Facility ceasing to energize RCMU's Distribution System. Protective Function sensing equipment and circuits may remain connected to RCMU's Distribution System to allow sensing of electrical conditions for use by the "reconnect"feature. The purpose of the allowed time delay is to allow a Generating Facility to "ride through"short-term disturbances to avoid nuisance tripping. Setpoints shall not be user adjustable (though they may be field adjustable by qualified personnel). For Generating Facilities with a Gross Nameplate Rating greater than 30 kVA, set points shall be field adjustable and different voltage set points and trip times from those in Table D.1 may be negotiated with RCMU. C. Paralleling. The Generating Facility shall parallel with RCMU's Distribution System without causing a voltage fluctuation at the Point of Common Coupling greater than f5% of the prevailing voltage level of RCMU's Distribution System at the Point of Common Coupling. d. Flicker. The Generating Facility shall not create objectionable flicker for other customers on RCMU's Distribution System. To minimize the adverse voltage effects experienced by other customers (IEEE1547-4.3.2), flicker at the Point of Common Coupling caused by the Generating Facility should not exceed the limits defined by Resolution No. 2023-XXX Page 13 of 33 ATTACHMENT 1 the "Maximum Borderline of Irritation Curve" identified in IEEE 519-1992 (IEEE Recommended Practices and Requirements for Harmonic Control in Electric Power Systems, IEEE STD 519-1992). This requirement is necessary to minimize the adverse voltage affects experienced by other customers on RCMU's Distribution System. Generators may be connected and brought up to synchronous speed (as an induction motor)provided these flicker limits are not exceeded. e. Integration with RCMU's Distribution System Grounding. The grounding scheme of the Generating Facility interconnection shall not cause over-voltages that exceed the rating of the equipment connected to the RCMU's Distribution System and shall not disrupt the coordination of the ground fault protection on the RCMU's Distribution System(IEEE1547-4.1.2) (See Section 1.31). f. Frequency: RCMU controls system frequency, and the Generating Facility shall operate in synchronism with the RCMU's Distribution System. Whenever RCMU's Distribution System frequency at the Point of Common Coupling is outside of the acceptable operating range(59.3-60.5 Hertz)for more than ten cycles,the Generating Facility's Protective Functions shall cease to energize RCMU's Distribution System. g. Harmonics. Harmonic distortion shall be in compliance with IEEE 519. h. Direct Current Injection. Generating Facilities should not inject direct current greater than 0.5% of rated output current into RCMU's Distribution System. i. Power Factor. Each Generator in a Generating Facility shall be capable of operating at some point within a power factor range from 0.9 leading to 0.9 lagging. Operation outside this range is acceptable provided the reactive power of the Generating Facility is used to meet the reactive power needs of the Host Loads or that reactive power is otherwise provided under Rate Schedule by RCMU. The Producer shall notify RCMU if it is using the Generating Facility for power factor correction.Unless otherwise agreed upon by the Producer and RCMU, Generating Facilities shall automatically regulate power factor, not voltage, while operating in parallel with RCMU's Distribution System. j. Unintended Islanding. Generating Facilities must mitigate their potential contribution to an Unintended Island. This can be accomplished by one of the following options: (1) incorporating certified Non-Islanding control functions into the Protective Functions, or (2) installation of non-export relays and protective equipment or (3) verifying that local loads always sufficiently exceed the Net Nameplate Rating of the Generating Facility. k. Fault Detection. A Generating Facility shall be equipped with Protective Functions designed to detect Distribution System faults, both line-to-line and line-to-ground, and promptly cease to energize the Distribution System in the event of a fault. For a Generating Facility that cannot detect these faults within two seconds, a transfer trip or equivalent function may be required. Reclose-blocking of RCMU's affected recloser(s)may also be required. 3. Technology Specific Requirements: Resolution No. 2023-XXX Page 14 of 33 ATTACHMENT 1 a. Three-Phase Synchronous Generators. For three-phase Generators, the Generating Facility circuit breakers shall be three-phase devices with electronic or electromechanical control. The Producer shall be responsible for properly synchronizing its Generating Facility with RCMU's Distribution System by means of either manual or automatic synchronizing equipment. Automatic synchronizing is required for all synchronous Generators that have a Short Circuit Contribution Ratio (SCCR) exceeding 0.05. Loss of synchronism protection is not required except as may be necessary to meet Section D.2.d (Flicker) (IEEE1547-4.2.5). Unless otherwise agreed upon by the Producer and RCMU,synchronous Generators shall automatically regulate power factor, not voltage, while operating in parallel with RCMU's Distribution System. A power system stabilization function is specifically not required for Generating Facilities under 10 MW Net Nameplate Rating. b. Induction Generators. Induction Generators (except self-excited Induction Generators) do not require a synchronizing Function. Starting or rapid load fluctuations on induction generators can adversely impact RCMU's Distribution System's voltage. Corrective step-switched capacitors or other techniques may be necessary and may cause undesirable ferro-resonance. When these counter measures (e.g., additional capacitors) are installed on the Producer's side of the Point of Common Coupling, RCMU must review these measures. Additional equipment may be required as determined in a Supplemental Review or an Interconnection Study. c. Inverters. Utility-interactive inverters do not require separate synchronizing equipment. Non-utility-interactive or"stand-alone"inverters shall not be used for Parallel Operation with RCMU's Distribution System. d. Single-Phase Generators. For single-phase Generators connected to a shared single- phase secondary system, the maximum Net Nameplate Rating of the Generating Facilities shall be 20 kVA. Generators connected to a center-tapped neutral 240-volt service must be installed such that no more than 6 kVA of imbalanced power is applied to the two "legs" of the 240-volt service. For Dedicated Distribution Transformer services,the maximum Net Nameplate Rating of a single-phase Generating Facility shall be the transformer nameplate rating. E. INTERCONNECTION FACILITIES AND DISTRIBUTION SYSTEM MODIFICATIONS 1. Scope and Ownership of Interconnection Facilities and Distribution System Modifications a. Scope.Parallel Operation of Generating Facilities may require Interconnection Facilities or modifications to RCMU's Distribution System ("Distribution System modifications"). The type,extent and costs of Interconnection Facilities and Distribution System modifications shall be consistent with this Rule and determined through the Supplemental Review and/or Interconnection Studies described in the application process. Resolution No. 2023-XXX Page 15 of 33 ATTACHMENT 1 b. Ownership. Interconnection Facilities installed on Producer's side of the Point of Common Coupling may be owned, operated and maintained by the Producer or RCMU. Interconnection Facilities installed on RCMU's side of the Point of Common Coupling and Distribution System modifications shall be owned, operated and maintained only by RCMU. 2. Responsibility of Costs of Interconnecting a Generating Facility a. Review, Study, and Additional Commissioning Test Verification (pre-parallel inspections) Costs. A producer shall be responsible for the reasonably incurred costs of the review's studies, and additional Commissioning Test verifications (pre-parallel inspections) conducted pursuant to the application section of this Rule. If the initial Commissioning Test verification (pre-parallel inspection) is not successful through no fault of RCMU, RCMU may impose upon the Producer a cost-based charge for subsequent Commissioning Test verifications (pre-parallel inspections). All Costs for additional Commissioning Test verifications (pre-parallel inspections) shall be paid by Producer within thirty days of receipt of RCMU's invoice. Additional costs, if any, will be specified on the invoice. If the initial Commissioning test(pre-paralleling inspection) is not successful through the fault of the RCMU, that visit will not be considered the initial Commissioning Test(pre-parallel inspection). b. Facility Costs. A Producer shall be responsible for all costs associated with Interconnection Facilities owned by the Producer. The Producer shall also be responsible for any costs reasonably incurred by RCMU in providing, operating, or maintaining the Interconnection Facilities and Distribution System modifications required solely for the Interconnection of the Producer's Generating Facility with RCMU's Distribution System. c. Separation of Costs. Should RCMU combine the installation of Interconnection Facilities or Distribution System modifications required for the Interconnection of a Generating Facility with modifications to RCMU's Distribution System to serve other Customers or Producers, RCMU shall not include the costs of such separate or incremental facilities in the amounts billed to the Producer. 3. Installation of Interconnection Facilities and Distribution System Modifications a. Agreement Required. The costs for Interconnection Facilities and Distribution System modifications shall be paid by the Producer pursuant to the provisions contained in the Interconnection Agreement. Where the type and extent of the Interconnection Facilities and Distribution System Improvements warrant additional detail, the detail shall be found in a separate agreement between the Producer and RCMU, and RCMU's applicable rate schedules and rules for Added Facilities. b. Interconnection Facilities and Distribution System Modifications. Except as provided for in Section E.3.c. of this Rule, Interconnection Facilities connected to RCMU's side of the Point of Common Coupling and Distribution System modifications shall be provided, installed, owned and maintained by RCMU at Producer's expense. Resolution No. 2023-XXX Page 16 of 33 ATTA►CHM E N T 1 c. Third-Party Installations. Subject to the approval of RCMU, a Producer may at its option employ a qualified contractor to provide and install Interconnection Facilities or Producer paid Distribution System modifications, to be owned and operated by RCMU, on RCMU's side of the Point of Common Coupling. Such Interconnection Facilities and Distribution System modifications shall be installed in accordance with RCMU's design and specifications. Upon final inspection and acceptance by RCMU, the Producer shall transfer ownership of such Producer installed Interconnection Facilities or Distribution System modifications to RCMU and such facilities shall thereafter be owned and maintained by RCMU. The Producer shall pay RCMU's reasonable cost of design, administration,and monitoring of the installation for such facilities to ensure compliance with RCMU's requirements. The Producer shall also be responsible for all costs associated with the transfer of Producer installed Interconnection Facilities and Distribution System modifications to RCMU. F. METERING,MONITORING AND TELEMETRY 1. General Requirements: All Generating Facilities shall be metered in accordance with this Section F and shall meet all applicable standards of RCMU contained in RCMU's applicable rules and published RCMU manuals dealing with specifications. 2. Metering By Non-RCMU Parties: The ownership, installation, operation, reading and testing of revenue Metering Equipment for Generating Facilities shall be by RCMU. 3. Net Generation Output Metering (NGOM): Generating Facilities' customers may be required to install NGOM for evaluation, monitoring and verification purposes, to satisfy applicable CAISO reliability requirements, and for Distribution System planning and operations. The relevant factors in determining the need for NGOM are as listed below: a. Data requirements in proportion to need for information; b. Producer's election to install equipment that adequately addresses RCMU's operational requirements; C. Accuracy and type of required Metering consistent with purposes of collecting data; d. Cost of Metering relative to the need for and accuracy of the data; e. The Generating Facility's size relative to the cost of the Meter/monitoring; f. Other means of obtaining the data(e.g., Generating Facility logs, proxy data etc.); g. Requirements under any interconnection Agreement with the Producer. The requirements in this Section may not apply to Metering of Generating Facilities operating under RCMU's Net Energy Metering Rate Schedule pursuant to the California Public Utilities Cod Section 2827, et seq. Nothing in this Section F.3 supersedes Section 13.4. Resolution No. 2023-XXX Page 17 of 33 ATTAC14M E N T 1 4. Point of Common Coupling Metering: For purposes of assessing RCMU charges for retail service,the Producer's PCC Metering shall be a bi-directional meter so that power deliveries to and from the Producer's site can be separately recorded. Alternately, the Producer may, at its sole option and cost, require RCMU to install multi-metering equipment to separately record power deliveries to RCMU's Distribution System and retail purchases from RCMU. Where necessary, such PCC Metering shall be designed to prevent reverse registration. 5. Telemetering: If the nameplate rating of the Generating Facility is 1 MW or greater, Telemetering equipment at the Net Generator Output Metering location may be required at the Producer's expense. If the Generating Facility is Interconnected to a portion of RCMU's Distribution System operating at a voltage below 10 kV, then Telemetering equipment may be required on Generating Facilities 250 kW or greater. RCMU shall only require Telemetering to the extent that less intrusive and/or more cost effective options for providing the necessary data in real time are not available. 6. Location: Where RCMU-owned Metering is located on the Producer's premises, Producer shall provide, at no expense to RCMU, a suitable location for all such Metering Equipment. 7. Costs of Metering: The Producer will bear all costs of the Metering required by this Rule, including the incremental costs of operating and maintaining the Metering Equipment. G. DISPUTE RESOLUTION PROCESS The following procedures will apply for disputes arising from this Rule: 1. The City Council shall have jurisdiction to interpret, add, delete or modify any provision of this Rule or of any agreements entered into between RCMU and the Producer to implement this Rate Schedule ("The Implementing Agreements") and to resolve disputes regarding RCMU's performance of its obligations under its rules, the applicable agreements, and requirements related to the Interconnection of the Producer's Generating or Interconnection Facilities pursuant to this Rule. 2. The dispute shall be submitted in writing by the Producer to RCMU. Authorized representatives from both Parties shall meet and confer to try to resolve the dispute. If the Parties cannot resolve the dispute, the dispute will be submitted to the City Council for resolution. Their decision shall be final. 3. Pending resolution of any dispute under this Section,the Parties shall proceed diligently with the performance of their respective obligations under this Rule and the Implementing Agreements, unless the Implementing Agreements have been terminated. Disputes as to the application and implementation of this Section shall be subject to resolution pursuant to the procedures set forth in this Section. H. SYSTEM SIZING REQUIREMENTS 1. Residential Systems Residential Systems must be designed such that they do not produce more power than they consume on an annual basis. This means that the estimated output of the generating facility, using the CEC-AC nameplate rating for inverter-based generating facilities, must not exceed the customer's previous annual usage in kWh. In the event that there is less than 12 months of Resolution No. 2023-XXX Page 18 of 33 ATTA►CHM E N T 1 previous recorded usage data, the following equation will be used to determine the maximum allowable CEC-AC nameplate rating for the inverter-based generating facility in watts: 1692 * [Number of Dwelling Units] + .75 * [Dwelling conditioned floor area in square feet] 2. Commercial or Industrial Systems a. Expedited Interconnection The estimated output of the Generating Facility must not exceed 50% of the customer's verified annual minimum daytime load. If there is less than 12 months of previous recorded usage data, the maximum allowable size in watts will be determined by RCMU through Supplemental Review. b. Supplemental Review Required The estimated output of the Generating Facility must not exceed 75% of the customer's verified annual minimum daytime load and the customer will be installing either battery storage systems or non-export equipment ensuring that the facility does not export energy across the Point of Common Coupling. If there is less than 12 months of previous recorded usage data, the maximum allowable size in watts of the generation system and amount of required storage will be determined by RCMU during the Supplemental Review process. I. APPLICATION AND INTERCONNECTION PROCESS 1. Application Process a. Applicant Initiates Contact with RCMU.Upon request, RCMU will provide information and documents (such as requirements, Application, technical information, listing of Certified Equipment, Initial and Supplemental Review deposit information, applicable tariff schedules, Metering requirements and Rules)to a potential Applicant. Unless otherwise agreed upon, all such information shall normally be sent to an Applicant within three (3)business days following the initial request from the Applicant. RCMU will establish an individual representative as the single point of contact for the Applicant but may allocate responsibilities among its staff to best coordinate the Interconnection of an Applicant's Generating Facility. b. Applicant Completes an Application: All Applicants shall complete and file an Application and supply any relevant additional information requested by RCMU. Application Fees will be determined in accordance with the fee schedule. i. Normally, within 10 business days of receiving the Application, RCMU shall acknowledge its receipt and state whether the Application has been completed adequately. If defects are noted,RCMU and Applicant shall cooperate in a timely manner to establish a satisfactory Application. ii. Fifty Percent of the deposit associated with the Initial Review will be returned to the Applicant if the Application is rejected by RCMU exactly as submitted or the Applicant retracts the Application. Resolution No. 2023-XXX Page 19 of 33 ATTA►CHM E N T 1 iii. The Applicant may propose and RCMU may negotiate specific costs for processing non-standard applications such as multi-units, multi-sites, or otherwise as conditions warrant. The fees for the Initial Review and Supplemental Review contained in the fee schedule do not apply in these situations. iv. Applications that are over one year old (from the date of RCMU's acknowledgement)without a completed application,or a Generating Facility that has not been approved for parallel operation within one year of completion of all applicable review and/or studies are subject to cancellation by RCMU; however, RCMU may not cancel an Application if the Producer provides reasonable evidence that the project is still active. c. RCMU Performs Expedited or Supplemental Review i. Upon receipt of a satisfactorily completed Application and any additional information necessary to evaluate the Interconnection of a Generating Facility, RCMU shall perform an Initial Review using the process defined in Section 1. The Initial Review determines if: (a) the Generating Facility qualifies for Simplified Interconnection; or (b) the Generating Facility requires a Supplemental Review. ii. RCMU shall complete its Initial Review, absent any extraordinary circumstances, within 10 business days after its determination that the Application is complete. If the Initial Review determines the proposed Generating Facility can be Interconnected by means of a Simplified Interconnection, RCMU will provide the Applicant with an Interconnection Authorization. iii. If the Generating Facility does not pass the Initial Review for Simplified Interconnection as proposed, RCMU will notify the applicant and perform a Supplemental Review as described in Section I.Applicant shall pay an additional fee for the Supplemental Review, unless the Application is withdrawn. The Supplemental Review will result in RCMU providing either: (a) Interconnection requirements beyond those for a Simplified Interconnection, and an Interconnection Authorization; or (b) a cost estimate and schedule for an Interconnection Study. The Supplemental Review shall be completed, absent any extraordinary circumstances, within 20 business days of receipt of a completed Application and fees. 2. Interconnection Process a. Applicant shall comply with the Interconnection Requirements as stated in this Rule. RCMU shall review with the Applicant all requirements for Interconnection and Net Energy Metering appropriate for the Applicant's Generating Facility and desired mode of operation. These requirements are detailed in RCMU's Net Energy Metering and Generating Facility Interconnection Rules, Terms & Conditions. This rule sets forth Resolution No. 2023-XXX Page 20 of 33 ATTACHMENT 1 RCMU's and the Applicant's responsibilities, completion schedules, and fixed price or estimated costs for the required work. b. Where Applicable (for commercial systems greater than 1MW), RCMU or Producer Installs Required Interconnection Facilities or Modifies RCMU's Distribution System. After executing the applicable agreements, RCMU or Producer will commence construction/ installation of RCMU's Distribution System modifications or Interconnection Facilities which have been identified in the agreement and application. The parties will use good faith efforts to meet schedules and estimated costs as appropriate. c. Producer Arranges for and Completes Commissioning Testing of Generating Facility and Producer's Interconnection Facilities. The Producer is responsible for testing new Generating Facilities and associated Interconnection Facilities according to Section J.5 to ensure compliance with the safety and reliability provisions of this Rule prior to being operated in parallel with RCMU's Distribution System. For non-Certified Equipment, the Producer shall develop a written testing plan to be submitted to RCMU for its review and acceptance. Alternatively, the Producer and RCMU may agree to have RCMU conduct the required testing at the Producer's expense. Where applicable, the test plan shall include the installation test procedures published by the manufacturer of the generation or Interconnection equipment. Facility testing shall be conducted at a mutually agreeable time, and depending on who conducts the test, RCMU or Producer shall be given the opportunity to witness the tests. d. RCMU Authorizes Parallel Operation or Momentary Parallel Operation. RCMU shall authorize the Producer's Generating Facility for Parallel Operation or Momentary Parallel Operation with RCMU's Distribution System,in writing,within 5 calendar days of satisfactory compliance with the terms of all applicable Rules. Compliance may include,but not be limited to,provision of any required documentation and satisfactorily completing any required inspections or tests as described herein or in the agreements formed between the Producer and RCMU. A Producer shall not commence Parallel Operation of its Generating Facility with RCMU's system unless it has received RCMU's express written permission to do so. e. For Net Energy Metering Generating facilities, RCMU authorization for Parallel Operation shall normally be provided no later than 30 business days following RCMU's receipt of 1) a completed Net Energy Metering Application including all supporting documents and required payments; 2) a completed signed Net Energy Metering Interconnection Agreement; and 3)evidence of the Producer's final inspection clearance from the governmental authority having jurisdiction over the Generating Facility. If the 30-day period cannot be met,the RCMU shall notify the Applicant and the Commission. J. REVIEW PROCESS FOR APPLICATIONS TO INTERCONNECT GENERATION FACILITIES Resolution No. 2023-XXX Page 21 of 33 ATTACHMENT 1 1. Introduction This Review Process allows for rapid approval for the interconnection of those Generating Facilities that do not require an Interconnection Study. The review process includes a screening to determine if a Supplemental Review is required. Note: Failure to pass any step of the review process means only that further review and/or studies are required before the Generating Facility can be approved for Interconnection with RCMU's Distribution System. It does not mean that the Generating Facility cannot be Interconnected. Though not explicitly covered in the Initial Review Process the Generating Facility shall be designed to meet all of the applicable requirements in Section D. 2. Purpose The review determines the following: a. If a Generating Facility qualifies for Simplified Interconnection; b. If a Generating Facility can be made to qualify for Interconnection with a Supplemental Review determining any additional requirements; or C. If an Interconnection Study is required,the cost estimate and schedule for performing the Interconnection Study. 3. Review Process: a. If the Application has sufficient data and the design meets the size restrictions for Residential Service, or Expedited Interconnection for Commercial or Industrial Service per Section H. The application qualifies for Simplified Interconnection. b. If the Application is requesting service under any of the additional authorized uses, RCMU will perform Supplemental Review to provide feedback to the Applicant for next steps to follow in the Interconnection Process. K. CERTIFICATION AND TESTING CRITERIA 1. INTRODUCTION This Section describes the test procedures and requirements for equipment used for the Interconnection of Generating Facilities to RCMU's Distribution System. Included are Type Testing, Production Testing, Commissioning Testing and Periodic Testing. The procedures listed rely heavily on those described in appropriate Underwriters Laboratory(UL),Institute of Electrical and Electronic Engineers (IEEE), and International Electrotechnical Commission(IEC) documents—most notably UL 1741 and IEEE 929, as well as the testing described in May 1999 New York State Public Services Commission Standardized Interconnection Requirements. As noted in Section A, this rule has been revised to be consistent with ANSI/IEEE 1547-2003 Standard for Interconnecting Distributed Resources with Electric Power Systems. Resolution No. 2023-XXX Page 22 of 33 ATTA►CHM E N T 1 The tests described here, together with the technical requirements in Section D of this Rule, are intended to provide assurance that the Generating Facility's equipment will not adversely affect RCMU's Distribution System and that a Generating Facility will cease providing power to RCMU's Distribution System under abnormal conditions. The tests were developed assuming a low level of Generating Facility penetration or number of connections to RCMU's Distribution System. At high levels of Generating Facility penetration, additional requirements and corresponding test procedures may need to be defined. Section J also provides criteria for "Certifying" Generators or inverters. Once a Generator or inverter has been Certified per this Rule,it may be considered suitable for Interconnection with RCMU's Distribution System. Subject to the exceptions described in Section J,RCMU will not repeat the design review or require retesting of such Certified Equipment. It should be noted that the Certification process is intended to facilitate Generating Facility Interconnections. Certification is not a prerequisite to interconnect a Generating Facility. The revisions made to this rule relative to IEEE 1547-2003 have resulted in changes in set points, test criteria, test procedures, and other requirements that will impact previously certified or listed equipment as well as equipment currently under evaluation. These changes were made to provide consistency with IEEE 1547. Equipment that is certified or that has been submitted to a Nationally Recognized Testing Laboratory (NRTL) for testing prior to the adoption of the revised Underwriters Laboratories(UL) 1741 titled Inverters,Converters, Controllers and Interconnection Systems Equipment for use with Distributed Energy Resources and that subsequently meet the provisions Rule 21 certification requirements will continue to be accepted as Certified Equipment for Interconnection Applications submitted through May 7, 2007, the effective date of the revised UL 1741. [this change will be incorporated by Advice Letter in Dec. 2005] 2. CERTIFIED AND NON-CERTIFIED INTERCONNECTION EQUIPMENT a. Certified Equipment Equipment tested and approved (e.g., "Listed") by an accredited NRTL as having met both the Type Testing and Production Testing requirements described in this document is considered to be Certified Equipment for purposes of Interconnection with RCMU's Distribution System. Certification may apply to either a pre-packaged system or an assembly of components that address the necessary functions. Type Testing may be done in the manufactures' factory or test laboratory, or in the field. At the discretion of the testing laboratory, field-certification may apply only to the particular installation tested. In such cases, some or all of the tests may need to be repeated at other installations. When equipment is certified by a NRTL, the NRTL shall provide to the manufacturer, at a minimum, a Certificate with the following information for each device: Administrative: Resolution No. 2023-XXX Page 23 of 33 ATTA►CHM E N T 1 1) The effective date of Certification or applicable serial number (range or first in series), and/or other proof that Certification is current; 2) Equipment model number(s) of the Certified Equipment; 3) The software version utilized in the equipment, if applicable; 4) Test procedures specified(including date or revision number); and 5) Laboratory accreditation(by whom and to what standard). Technical (as appropriate): 1) Device ratings (kW, kVA, Volts, Amps, etc.); 2) Maximum available fault current in Amps; 3) In-rush Current in Amps; 4) Trip points, if factory set(trip value and timing); 5) Trip point and timing ranges for adjustable settings; 6) Nominal power factor or range if adjustable; 7) If the equipment is Certified for Non-Exporting and the method used (reverse power or under power); and 8) If the equipment is Certified Non-Islanding. It is the responsibility of the equipment manufacturer to ensure that Certification information is made publicly available by the manufacturer, the testing laboratory or by a third party. b. Non-Certified Equipment For non-Certified Equipment, some or all of the tests described in this Rule may be required by RCMU for each Generating Facility and/or Interconnection Facilities. The manufacturer or a laboratory acceptable to RCMU may perform these tests. Test results for Non-Certified Equipment must be submitted to RCMU for the Supplemental Review. Approval by RCMU for equipment used in a particular Generating Facility and/or Interconnection Facilities does not guarantee RCMU's approval for use in other Generating Facility and/or Interconnection Facilities. 3. TYPE TESTING a. Type Tests and Criteria for Interconnection Equipment Certification. Type Testing provides a basis for determining that equipment meets the specifications for being designated as Certified Equipment under this Rule. The requirements described in this Section cover only issues related to Interconnection and are not intended to address equipment safety or other issues. Resolution No. 2023-XXX Page 24 of 33 ATTA►CHM E N T 1 Table J.1. defines the test criteria by Generator or inverter technology. While UL 17411 was written specifically for inverters, the requirements are readily adaptable to synchronous Generators, induction Generators, as well as single/multi-function controllers and protection relays.Until a universal test standard is developed,RCMU or NRTL shall adapt the procedures referenced in Table J.1 as appropriate and necessary for a Generating Facility and/or Interconnection Facilities or associated equipment performance and its control and Protective Functions. The tests shall be performed in the sequence shown in Table J.2 below. Resolution No. 2023-XXX Page 25 of 33 ATTACHMENT 1 Table J.1 Type Tests and Requirements for Interconnection Equipment Certification Type Test Reference (1) Inverter Synchronous Induction Generator Generator Utility Interaction UL 1741—39 X X X DC Isolation UL 1741—40.1 X - - Simulated PV Array(Input) UL 1741—41.2 X - - Requirements Dielectric Voltage Withstand UL 1741—44 X X X Power Factor UL 1741—45.2.2 X X X Harmonic Distortion UL 1741—45.4 X X X DC Injection UL 1741—45.5 X - - Utility Voltage and Frequency UL 1741—46.2 X X X Variation Reset Delay UL 1741—46.2.3 X X X Loss of Control Circuit UL 1741—46.4 X X X Short Circuit UL 1741—47.3 X X X Load Transfer UL 1741—47.7 X X X Surge Withstand Capability J.3.e X X X Anti-Islanding J.3.b (2) (2) (2) Non-Export J.3.c (3) (3) (3) In-rush Current J.3.d - - (4) Synchronization J.3.f (5) X (5) Table Notes: (1) References are to section numbers in either UL 1741 (Inverters, Converters and Charge Controllers for use in Independent Power Systems) or this Rule. References in UL 1741 to "photovoltaics" or "inverter" may have to be adapted to the other technologies by the testing laboratory to appropriately apply in the tests to other technologies. (2) Required only if Non-Islanding designation (3) Required only if Non-Export designation is desired. (4) Required for Generators that use RCMU power to motor to speed. (5)Required for all self-excited induction Generators as well as Inverters that operate as voltage sources when connected to RCMU's Distribution System. X= Required , -= Not Required Table J.2 Type Tests Sequence for Interconnection Equipment Certification Type Test Test No. 1 Utility Voltage and Frequency Variation 2 Synchronization 3 Surge Withstand Capability 4 Utility Voltage and Frequency Variation 5 Synchronization 6 Other Required and Optional Tests Tests 1, 2, and 3, must be done first and in the order shown.Tests 4 and on follow in order convenient to the test agency. b. Anti-Islanding Test Resolution No. 2023-XXX Page 26 of 33 ATTAC14M E N T 1 Devices that pass the Anti-Islanding test procedure described in UL 1741 Section 46.3 will be considered Non-Islanding for the purposes of these interconnection requirements. The test is required only for devices for which a Certified Non- Islanding designation is desired. C. Non-Export Test Equipment that passes the Non-Export test procedure described in Section J.7.a. will be considered Non-Exporting for the purposes of these Interconnection requirements. This test is required only for equipment for which a Certified Non-Export designation is desired. d. In-rush Current Test Generation equipment that utilizes RCMU power to motor up to speed will be tested using the procedure defined in Section J.7.b. to determine the maximum current drawn during this startup process. The resulting In-rush Current is used to estimate the Starting Voltage Drop. e. Surge Withstand Capability Test The interconnection equipment shall be tested for the surge withstand requirement in D.Lc in all normal operating modes in accordance with IEEE Std C62.45-2002 for equipment rated less than 1000 V to confirm that the surge withstand capability is met by using the selected test level(s)from IEEE Std C62.41.2-2002.Interconnection equipment rated greater than 1000 V shall be tested in accordance with manufacturer or system integrator designated applicable standards. For interconnection equipment signal and control circuits, use IEEE Std C37.90.1-2002. These tests shall confirm the equipment did not fail, did not misoperate, and did not provide misinformation (IEEE1547-5.1.3.2). The location/exposure category for which the equipment has been tested shall be clearly marked on the equipment label or in the equipment documentation. External surge protection may be used to protect the equipment in harsher location/exposure categories. f. Synchronization Test This test is applied to synchronous Generators, self-excited induction generators,and inverters capable of operating as voltage-source while connected to RCMU's Distribution System. The test is also applied to the resynchronization Function (transition from stand-alone to parallel operation) on equipment that provides such functionality. This test may not need to be performed on both the synchronization and re-synchronization functions if the manufacturers can verify to the satisfaction of the testing organization that monitoring and controls hardware and software are common to both functions. This test is not necessary for induction generators or current-source inverters. Instead, the In-rush Current test Section J.3.d shall be applied to those generators. This test shall demonstrate that at the moment of the paralleling-device closure, all three synchronization parameters in Table J.3 are within the stated limits. This test shall also demonstrate that if any of the parameters are outside of the limits stated in the table, the paralleling-device shall not close (IEEE 1547- 5.1.2A). The test will Resolution No. 2023-XXX Page 27 of 33 ATTACHMENT 1 start with only one of the three parameters: (1) voltage difference between Generating Facility and RCMU's Distribution System; (2) frequency difference; or (3) phase angle outside of the synchronization specification. Verify that the Generating Facility is brought within specification prior to synchronization. Repeat the test five times for each of the three parameters. For manual synchronization with synch check or manual control with auto synchronization, the test must verify that paralleling does not occur until the parameters are brought within specifications. Table J.3. Synchronization Parameter Limits[17 Aggregate Rating Frequency Voltage Phase Angle of Generator Units Difference Difference Difference (kVA) (Af, Hz) (AV, %) (A�,0) 0-500 0.3 10 20 > 500-1,500 0.2 5 15 > 1,500-10,000 0.1 3 10 [1]—IEEE 1547-5.1.1B g. Paralleling Device Withstand Test The di-electric voltage withstand test specified in Section J.1 shall be performed on the paralleling device to ensure compliance with those requirements specified in Section D.Lc (IEEE 1547-5.1.3.3). 4. Production Testing As a minimum, each interconnection system shall be subjected to the Utility Voltage and Frequency Variation Test procedure described in UL1741 under Manufacturing and Production Tests, Section 68 and the Synchronization test specified in Section J.3.f Interconnection systems with adjustable set points shall be tested at a single set of set points as specified by the manufacturer. This test may be performed in the factory or as part of a Commissioning Test(Section J.5.). 5. Commissioning Testing a. Commissioning Testing, where required, will be performed on-site to verify protective settings and functionality. Upon initial Parallel Operation of a Generating Facility, or any time interface hardware or software is changed that may affect the functions listed below, a Commissioning Test must be performed. An individual qualified in testing protective equipment (professional engineer, factory—certified technician, or licensed electrician with experience in testing protective equipment) must perform Commissioning Testing in accordance with the manufacturer's recommended test procedure to verify the settings and requirements per this Rule. RCMU may require written Commissioning test procedure be submitted to MVE at least 10 working days prior to the performance of the Commissioning Test. RCMU has the right to witness Commissioning Test, RCMU may also require written certification by the installer describing which tests were performed and their results. Protective Functions to be tested during commissioning, particularly with respect to non-Certified equipment, may consist of the following: Resolution No. 2023-XXX Page 28 of 33 ATTACHMENT 1 (1) Over and under voltage (2) Over and under frequency (3) Anti-Islanding function(if applicable) (4)Non-Exporting function (if applicable) (5) Inability to energize dead line (6) Time delay on restart after utility source is stable (7) Utility system fault detection (if used) (8) Synchronizing controls (if applicable) (9) Other Interconnection Protective Functions that may be required as part of the Interconnection Agreement Commissioning Test shall include visual inspections of the interconnection equipment and protective settings to confirm compliance with the interconnection requirements. b. Other checks and tests that may need to be performed include: (1)Verifying final Protective Function settings (2) Trip test(15 J) (3) In-service tests (J.5.g) C. Certified Equipment Generating Facilities qualifying for Simplified Interconnection incorporate Certified Equipment that have, at a minimum,passed the Type Tests and Production Tests described in this Rule and are judged to have little or no potential impact on RCMU's Distribution System. For such Generating Facilities, it is necessary to perform only the following tests: (1) Protective Function settings that have been changed after Production Testing will require field verification. Tests shall be performed using injected secondary frequencies, voltages and currents, applied waveforms, at a test connection using a Generator to simulate abnormal utility voltage or frequency, or varying the set points to show that the device trips at the measured(actual)utility voltage or frequency. (2) The Non-Islanding function shall be checked by operating a load break disconnect switch to verify the Interconnection equipment ceases to energize RCMU's Distribution System and does not re-energize it for the required time delay after the switch is closed. (3) The Non-Exporting function shall be checked using secondary injection techniques. This function may also be tested by adjusting the Generating Facility output and local loads to verify that the applicable Non-Exporting criteria(i.e., reverse power or underpower) are met. The Supplemental Review or an Interconnection Study may impose additional components or additional testing. d. Non-Certified Equipment Non-certified Equipment shall be subjected to the appropriate tests described in Type Testing (Section J.3.) as well as those described in Certified Equipment Commissioning Tests (Section J.5.c.). With RCMU's approval, these tests may be performed in the factory, in the field as part of commissioning, or a combination of both.RCMU, at its discretion,may also approve a reduced set of tests for a particular Generating Facility or, for example, if it determines it has sufficient experience with the equipment. Resolution No. 2023-XXX Page 29 of 33 ATTACHMENT 1 e. Verification of Settings At the completion of Commission testing,the Producer shall confirm all devices are set to RCMU-approved settings. Verification shall be documented in the Commissioning Test Certification. f. Trip Tests Interconnection Protective Functions and devices (e.g. reverse power relays) that have not previously been tested as part of the Interconnection Facilities with their associated interrupting devices (e.g. contactor or circuit breaker) shall be trip tested during commissioning. The trip test shall be adequate to prove that the associated interrupting devices open when the protective devices operate. Interlocking circuits between Protective Function devices or between interrupting devices shall be similarly tested unless they are part of a system that has been tested and approved during manufacturing. g. In-service Tests Interconnection Protective Functions and devices that have not previously been tested as part of the Interconnection Facilities with their associated instrument transformers or that are wired in the field shall be given an in-service test during commissioning. This test will verify proper wiring, polarity, CT/PT ratios, and proper operation of the measuring circuits. The in-service test shall be made with the power system energized and carrying a known level of current. A measurement shall be made of the magnitude and phase angle of each Alternating Current(AC)voltage and current connected to the protective device and the results compared to expected values. For protective devices with built-in Metering Functions that report current and voltage magnitudes and phase angles, or magnitudes of current,voltage,and real and reactive power, the metered values may be used for in-service testing. Otherwise,portable ammeters,voltmeters, and phase-angle meters shall be used. 6. Periodic Testing Periodic Testing of Interconnection-related Protective Functions shall be performed as specified by the manufacturer, or at least every four years. All Periodic Tests prescribed by the manufacturer shall be performed. The Producer shall maintain Periodic Test reports or a log for inspection by RCMU. Periodic Testing conforming to RCMU test intervals for the particular Line Section may be specified by RCMU under special circumstances, such as high fire hazard areas. Batteries used to activate any Protective Function shall be checked and logged once per month for proper voltage. Once every four years, the battery must be either replaced or a discharge test performed. 7. Type Testing Procedures Not Defined in Other Standards This Section describes the additional Type Tests necessary to qualify a device as Certified under this Rule. These Type Tests are not contained in Underwriters Laboratories UL 1741 Standard Inverters, Converters and Controllers for Use in Independent Power Systems, or other referenced standards. a. Non-Exporting Test Procedures The Non-Exporting test is intended to verify the operation of relays,controllers and inverters designed to limit the export of power and certify the equipment as meeting the requirements of Screen 2, Options 1 and 2, of the review process. Tests are provided for discrete relay packages and for controllers and inverters with the intended Functions integrated. Resolution No. 2023-XXX Page 30 of 33 ATTACHMENT 1 (1) Discrete Reverse Power Relay Test This version of the Non-Exporting test procedure is intended for discrete reverse power and underpower relay packages provided to meet the requirements of Options 1 and 2 of Screen 2. It should be understood that in the reverse power application, the relay will provide a trip output with power flowing in the export(toward RCW's Distribution System) direction. Step 1:Power Flow Test at Minimum, Midpoint and Maximum Pickup Level Settings Determine the corresponding secondary pickup current for the desired export power flow of 0.5 secondary watts (the minimum pickup setting, assumes 5 amp and 120V CT/PT secondary). Apply nominal voltage with minimum current setting at zero (0) degrees phase angle in the trip direction. Increase the current to pickup level. Observe the relay's (LCD or computer display) indication of power values.Note the indicated power level at which the relay trips. The power indication should be within 2% of the expected power. For relays with adjustable settings,repeat this test at the midpoint, and maximum settings. Repeat at phase angles of 90, 180 and 270 degrees and verify that the relay does not operate (measured watts will be zero or negative). Step 2:Leading Power Factor Test Apply rated voltage with a minimum pickup current setting(calculated value for system application) and apply a leading power factor load current in the non-trip direction (current lagging voltage by 135 degrees). Increase the current to relay rated current and verify that the relay does not operate. For relays with adjustable settings, this test should be repeated at the minimum, midpoint, and maximum settings. Step 3: Minimum Power Factor Test At nominal voltage and with the minimum pickup (or ranges) determined in Step 1, adjust the current phase angle to 84 or 276 degrees. Increase the current level to pickup (about 10 times higher than at 0 degrees) and verify that the relay operates. Repeat for phase angles of 90, 180 and 270 degrees and verify that the relay does not operate. Step 4: Negative Sequence Voltage Test Using the pickup settings determined in Step 1, apply rated relay voltage and current at 180 degrees from tripping direction, to simulate normal load conditions (for three-phase relays, use Ia at 180, lb at 60 and Ic at 300 degrees). Remove phase-1 voltage and observe that the relay does not operate. Repeat for phases-2 and 3. Step 5: Load Current Test Using the pickup settings determined in Step 1, apply rated voltage and current at 180 degrees from the tripping direction, to simulate normal load conditions (use Ia at 180, Ib at 300 and Ic at 60 degrees). Observe that the relay does not operate. Step 6: Unbalanced Fault Test Using the pickup settings determined in Step 1, apply rated voltage and 2 times rated current, to simulate an unbalanced fault in the non-trip direction (use Va at 0 degrees, Vb and Vc at 180 degrees, Ia at 180 degrees, Ib at 0 degrees, and Ic at 180 degrees). Observe that the relay, especially single phase, does operate properly. Resolution No. 2023-XXX Page 31 of 33 ATTACHMENT 1 Step 7: Time Delay Settings Test Apply Step 1 settings and set time delay to minimum setting. Adjust the current source to the appropriate level to determine operating time, and compare against calculated values. Verify that the timer stops when the relay trips. Repeat at midpoint and maximum delay settings. Step 8: Dielectric Test Perform the test described in IRCMU 414 using 2 kV RMS for 1 minute. Step 9: Surge Withstand Test Perform the surge withstand test described in IEEE C37.90.1.1989 or the surge withstand capability test described in J.3.e. (2) Discrete Underpower Relay Test This version of the Non-Exporting test procedure is intended for discrete underpower relay packages and meets the requirements of Option 2 of Screen 2. A trip output will be provided when import power (toward the Producer's load) drops below the specified level. Note: For an underpower relay,pickup is defined as the highest power level at which the relay indicates that the power is less than the set level. Step 1:Power Flow Test at Minimum, Midpoint and Maximum Pickup Level Settings Determine the corresponding secondary pickup current for the desired power flow pickup level of 5% of peak load minimum pickup setting. Apply rated voltage and current at 0 (zero) degrees phase angle in the direction of normal load current. Decrease the current to pickup level. Observe the relay's (LCD or computer display) indication of power values. Note the indicated power level at which the relay trips. The power indication should be within 2% of the expected power. For relays with adjustable settings, repeat the test at the midpoint, and maximum settings. Repeat at phase angles of 90, 180 and 270 degrees and verify that the relay operates (measured watts will be zero or negative). Step 2: Leading Power Factor Test Using the pickup current setting determined in Step 1, apply rated voltage and rated leading power factor load current in the normal load direction (current leading voltage by 45 degrees). Decrease the current to 145% of the pickup level determined in Step 1 and verify that the relay does not operate. For relays with adjustable settings, repeat the test at the minimum, midpoint, and maximum settings. Step 3: Minimum Power Factor Test At nominal voltage and with the minimum pickup (or ranges) determined in Step 1, adjust the current phase angle to 84 or 276 degrees. Decrease the current level to pickup (about 10% of the value at 0 degrees) and verify that the relay operates.Repeat for phase angles 90, 180 and 270 degrees and verify that the relay operates for any current less than rated current. Step 4: Negative Sequence Voltage Test Using the pickup settings determined in Step 1, apply rated relay voltage and 25% of rated current in the normal load direction, to simulate light load conditions. Remove phase 1 voltage and observe that the relay does not operate. Repeat for Phases-2 and 3. Resolution No. 2023-XXX Page 32 of 33 ATTACHMENT 1 Step 5: Unbalanced Fault Test Using the pickup settings determined in Step 1, apply rated voltage and two times rated current, to simulate an unbalanced fault in the normal load direction (use Va at 0 degrees, Vb and Vc at 180 degrees, Ia at 0 degrees, Ib at 180 degrees, and Ic at 0 degrees). Observe that the relay(especially single- phase types) operates properly. Step 6: Time Delay Settings Test Apply Step 1 settings and set time delay to minimum setting. Adjust the current source to the appropriate level to determine operating time, and compare against calculated values. Verify that the timer stops when the relay trips. Repeat at midpoint and maximum delay settings. Step 7: Dielectric Test Perform the test described in IEC 414 using 2 kV RMS for 1 minute. Step 8: Surge Withstand Test Perform the surge withstand test described in IEEE C37.90.1.1989 or the surge withstand test described in Section J.3.e. (3) Tests for Inverters and Controllers with Integrated Functions Inverters and controllers designed to provide reverse or underpower functions shall be tested to certify the intended operation of this function. Two methods are acceptable: Method 1: If the inverter or controller utilizes external current/voltage measurement to determine the reverse or underpower condition,then the inverter or controller shall be functionally tested by application of appropriate secondary currents and potentials as described in the Discrete Reverse Power Relay Test, Section J.7.a.(1)of this Rule. Method 2: If external secondary current or voltage signals are not used, then unit- specific tests must be conducted to verify that power cannot be exported across the PCC for a period exceeding two seconds. These may be factory tests, if the measurement and control points are integral to the unit, or they may be performed in the field. b. In-rush Current Test Procedures This test will determine the maximum In-rush Current drawn by the Generator. (1) Locked-Rotor Method Use the test procedure defined in NEMA MG-1 (manufacturer's data is acceptable if available). (2) Start-up Method Install and setup the Generating Facility equipment as specified by the manufacturer. Using a calibrated oscilloscope or data acquisition equipment with appropriate speed and accuracy, measure the current draw at the Point of Interconnection as the Generating Facility starts up and parallels with RCMU's Distribution System. Startup shall follow the normal, manufacturer-specified procedure. Sufficient time and current resolution and accuracy shall be used to capture the maximum current draw within 5%. In-rush Current is defined as the maximum current draw from RCMU during the startup process, using a 10-cycle moving average. During the test,the utility source,real or simulated,must be capable of maintaining voltage within +/- 5% of rated at the connection to the unit under test. Repeat this test five times. Report the highest 10- cycle current as the In-rush Current.A graphical representation of the time-current characteristic along with the certified In-rush Current must be included in the test report and made available to RCMU. Resolution No. 2023-XXX Page 33 of 33 ATTACHMENT 1 MirCITY OF RANCHO CUCAMONGA ■ DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Carrie Rios, Community Improvement Manager SUBJECT: Consideration of a Resolution Adopting Parking Restrictions at Parks and Recreational Trails and Making a Finding of Exemption From the California Environmental Quality Act (CEQA) Pursuant to Section 15061(b)(3) of the CEQA Guidelines. (RESOLUTION NO. 2023-101) (CITY) RECOMMENDATION: Staff recommends the City Council adopt a resolution restricting parking at parks and recreational trails and make a finding of exemption from the California Environmental Quality Act (CEQA) pursuant to section 15061(b)(3) of the CEQA Guidelines. BACKGROUND: Pursuant to the California Vehicle Code, the City of Rancho Cucamonga is authorized to (i) regulate the parking of vehicles on City-owned off-street parking facilities; (ii) establish penalties for the unlawful parking of such vehicles; and (iii)authorize the removal of such unlawfully parked vehicles. In accordance with the California Vehicle Code, the City also prohibits the parking or storing of recreational vehicles, trailers, camp trailers, and campers upon a public street for longer than one (1) hour between the hours of 2 a.m. and 6 p.m. ANALYSIS: Pursuant to Rancho Cucamonga Municipal Code Section 12.04.010.C, no person may enter or remain in a City-owned park or recreational trail between the hours of 10 p.m. and 6 a.m. As a result, leaving a parked vehicle in the parking lot of a City-owned park or recreational trail is also prohibited during these hours. This Resolution would confirm a fine for the parking of vehicles within parking lots of City-owned parks and recreational trails during prohibited hours when the parks or recreational trails are closed to the public (10 p.m. to 6 a.m.). Additionally, this Resolution would confirm that, upon posting of required signage, such unlawfully parked vehicles would be subject to removal. In addition to regulating parking at City-owned parks and recreational trails, the City Council has enacted legislation (RCMC §10.64.030) prohibiting the parking or storing of all recreational vehicles, trailers, camp trailers, and campers upon a public street for longer than one (1) hour between the hours of 2 a.m. and 6 p.m. In an effort to protect the rights of persons who are experiencing homelessness, this Resolution would prohibit the enforcement of RCMC §10.64.030 within a specified area of the City against 488 of 725 persons who are experiencing homelessness and that have no alternative indoor sleeping option reasonably available. The specified area for the relaxed enforcement would be streets located between the 1-15 Freeway to the West, 6t" Street to the North, Etiwanda Avenue to the East, and 4t" Street to the South. This would remain in effect subject to further action taken by the City Council. Persons experiencing homelessness who refuse reasonable alternative indoor sleeping options would remain subject to the provisions of RCMC §10.64.030, similar to all other vehicle operators. FISCAL IMPACT: None. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: The amendment to the parking restrictions supports the City Council's Core Values to provide and nurture a high quality of life and promote and enhance a safe and healthy community for all. ATTACHMENTS: Attachment 1 - Resolution 489 of 725 RESOLUTION NO. 23- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ADOPTING PARKING RESTRICTIONS AT PARKS AND RECREATIONAL TRAILS AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT A. Recitals 1. Pursuant to California Vehicle Code Section 22519, a city may prohibit, restrict, or regulate the parking, stopping, and standing of vehicles on city- owned or operated off-street parking facilities. 2. Pursuant to California Vehicle Code Section 40203.5, a city may establish penalties for parking violations within its jurisdiction. 3. Pursuant to California Vehicle Code Section 22651(n), a city may authorize the removal of a vehicle that is parked in a prohibited parking space. 4. Pursuant to Rancho Cucamonga Municipal Code Section 12.04.010.C., a person may not enter or remain in a City-owned park or recreational trail between the hours of 10:00 PM and 6:00 AM. As a result, parking a vehicle in the parking lot of a City-owned or operated park or recreational trail is effectively prohibited between such hours. 5. The City Council desires to affirm the restriction on parking vehicles in the parking lots of City-owned parks and recreational trails in the manner set forth in this Resolution. 6. Pursuant to Rancho Cucamonga Municipal Code Section 10.64.030, a person may not park or store any recreational vehicle, trailer, camp trailer, trailer coach, camper or boat upon any public street, highway, or alley within the City for longer than one hour between the hours of 2.00 AM and 6:00 AM on any day. 7. The City Council further desires to protect the constitutional rights of persons experiencing homelessness, who may use their vehicles for shelter, by providing such persons with a safe location within the City of Rancho Cucamonga to park their vehicles for use as a shelter between the hours of 2.00 AM and 6.00 AM. B. Resolution NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does hereby find, determine, conclude, and resolve as follows: 11231-0001\2851298v2.doc Attac4 �21 1. This Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. No person shall park or store a vehicle in any parking space, or on the grounds of, a City-owned or operated parking lot located within a park or a City-owned or operated parking lot designated for recreational trail users, between the hours of 10:00 PM and 6:00 AM. 3. The fine for parking a vehicle in violation of this Resolution is $110. In addition to all other grounds for removal specified in the California Vehicle Code, vehicles parked in violation of this Resolution shall also be subject to removal. 4. The parking restrictions set forth in this Resolution and other reasonable regulations adopted by the City Manager or his or her designee shall be posted on signs at vehicle entrances to City-owned or operated parking lots located within parks and City-owned or operated parking lots designated for recreational trail users. No vehicle shall be involuntarily removed from such parking lots unless signs have been posted giving notice of the removal. 5. City staff or authorized personnel shall not enforce the overnight parking restrictions set forth in Rancho Cucamonga Municipal Code Section 10.64.030 on streets located between the 1-15 Freeway to the West, Arrow Route to the North, Etiwanda Avenue to the East, and 4th Street to the South, against a person using their vehicle as a shelter where, despite that person requesting or accepting an alternative indoor sleeping option, no other indoor sleeping option is reasonably available to that person. 6. This Resolution shall not apply to the Cucamonga Canyon Paid Parking Zone, which is subject to the regulations set forth in Rancho Cucamonga Municipal Code Section 10.52.025. 7. Nothing in this Resolution is intended to limit the City Council's existing delegation of authority to the City Traffic Engineer to prohibit, regulate, or limit stopping, standing, or parking of vehicles during designated hours at other City owned or operated parking lots, with or without an engineering and traffic survey, under Rancho Cucamonga Municipal Code Section 10.52.010. In accordance with Rancho Cucamonga Municipal Code Section 10.52.090, vehicles parked in violation of such parking restrictions are subject to involuntary removal from a regulated parking lot if signs have been posted giving notice of the removal. 8. The City Council finds that the establishment of parking regulations on existing, City-owned parking lots is not subject to the California Environmental Quality Act ("CEQA") because it can be seen with certainty that there is no possibility that the parking regulations would have a significant effect on the -2- 11231-0001\2851298v2.doc 491 of725 environment. (Pub. Res. Code Sec. 15061(b)(3)). In addition, the parking regulations are exempt from CEQA pursuant to a Class 1 exemption for existing facilities, which includes existing highways, streets, and sidewalks, and alterations thereto. (14 Cal. Code Regs. 15301 (c)). 9. If any section, subsection, sentence, clause, or phrase of this Resolution is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed this Resolution, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Resolution would be subsequently declared invalid or unconstitutional. PASSED, APPROVED, AND ADOPTED this _ day of , 2023. L. Dennis Michael, Mayor I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the day of ) 2023. AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAINED: COUNCILMEMBERS: ATTEST: Janice C. Reynolds, City Clerk -3- 11231-0001\2851298v2.doc 492 of725 NONgq I � DATE: September 6, 2023 TO: President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Robert Neiuber, Human Resources Director Emily Nielsen, Human Resources Business Partner SUBJECT: Consideration to Adopt a Resolution Approving an Update to the Rancho Cucamonga Fire Protection District Personnel Rules and Regulations and the Manual of Operations- Employee Performance Evaluation, Amending the Firefighter Probationary Period. (RESOLUTION NO. FD 2023-038) (FIRE) RECOMMENDATION: Staff recommends the Fire Board adopt a resolution approving an update to the Rancho Cucamonga Fire Protection District Personnel Rules and Regulations and the Manual of Operations - Employee Performance Evaluation, amending the Firefighter probationary period. BACKGROUND: The Rancho Cucamonga Fire Protection Board ("Board") adopted the Personnel Rules and Regulations by way of Resolution No. 1-10-77; and last amended the Personnel Rules and Regulations by way of Resolution No. FD 10-009; on April 7, 2010. The Board also adopted the Manual of Operations (MOO) - Employee Performance Evaluation on August 1, 1994; and amended the Manual of Operations— Employee Performance Evaluation on July 8, 2013. The MOO — Employee Performance Evaluation, Section III, Part B, #3 Probationary Firefighters, states "Newly hired appointees to a position shall be placed on probation for a period of eighteen (18) months." This is the current practice for the Firefighter probationary period. On August 23, 2023, the Fire District and Rancho Cucamonga Firefighters Local 2274 ("Fire Union") met and conferred in good faith. Parties mutually agreed to update the Firefighter probationary period from the current eighteen (18) months to a period of twelve (12) months plus the duration of the Firefighter academy, ranging from 8 weeks to 10 weeks. ANALYSIS: The Rancho Cucamonga Fire Protection District and Fire Union recommend updating the current Rancho Cucamonga Fire Protection District Personnel Rules and Regulations and Manual of Operations - Employee Performance Evaluation amending the Firefighter probationary period from eighteen (18) months to twelve (12) months plus the duration of Firefighter academy, which ranges from 8 weeks to 10 weeks. The Firefighter probationary period will start on the day of hire and will conclude twelve (12) months after the end of the academy. 493 of 725 This update will help improve recruitment efforts to attract Firefighter candidates. It will also allow the District to allocate staff and training resources to other District needs sooner. Staff recommends the Fire Board approve the attached Resolution approving the updates mentioned above. The Resolution would be effective upon approval by the Fire Board. FISCAL IMPACT: None. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item supports the City Council's Core Values of intentionally embracing and anticipating the future and working cooperatively and respectfully with each other, staff, and all stakeholders. ATTACHMENTS: Attachment 1 - Resolution No. FD2023-XXX Attachment 2 - Rancho Cucamonga Fire Protection District and Fire Union Amending Personnel Rules and Regulations, Section X Probationary Period Attachment 3 - Rancho Cucamonga Fire Protection District and Fire Union Amending Manual of Operations - Employee Performance Evaluation, Section III Page 2 494 of 725 RESOLUTION NO. 2023-XXX RESOLUTION OF THE FIRE BOARD OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT APPROVING AN UPDATE TO THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT PERSONNEL RULES AND REGULATIONS AND THE MANUAL OF OPERATIONS - EMPLOYEE PERFORMANCE EVALUATION, AMENDING THE FIREFIGHTER PROBATIONARY PERIOD. WHEREAS, The Board of Directors of the Rancho Cucamonga Fire Protection District ("Board", hereinafter) previously adopted Personnel Rules and Regulations by way of Resolution No. 1-10-77; and last amended the Personnel Rules and Regulations by way of Resolution No. FD 10-009; and, WHEREAS, The Board previously adopted the Manual of Operations - Employee Performance Evaluation on August 1, 1994; and last amended the Manual of Operations, Employee Performance Evaluation on July 8, 2013; and, WHEREAS, Representatives of the Rancho Cucamonga Fire Protection District ("District', hereinafter) and the Rancho Cucamonga Firefighters Local 2274 ("Fire Union") have met and conferred pursuant to the provisions of the Meyers-Millias-Brown Act (California Government Code §3500, et seq.) with regard to terms and conditions of employment; WHEREAS, Representatives of the District and Fire Union have agreed upon and presented to this Board an amendment to the Personnel Rules and Regulations, Section X Probationary Period, #1 Length of Probationary Period, Section A as provided for in the attachment titled "Rancho Cucamonga Fire Protection District and Fire Union Amending Personnel Rules and Regulations - Section X Probationary Period."; and, WHEREAS, Representatives of the District and Fire Union have agreed upon and presented to his Board an amendment the Manual of Operations - Employee Performance Evaluation, Section III, Part B, #3 Probationary Firefighters as provided for in the attachment titled "Rancho Cucamonga Fire Protection District and Fire Union Amending Manual of Operations — Employee Performance Evaluation, Section III."; and, NOW, THEREFORE THE BOARD OF DIRECTORS OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT HEREBY RESOLVES that said Resolution is hereby approved. PASSED, APROVED AND ADOPTED this 6t" day of September 2023. ATTACHMENT 1 495 of 725 SEMONX.PROBATIONARY PERIOD t_ LmO ofProbationary Period A. Newly hired appointees to the MMtionof Firefighter shall bcRJared on probation for a period of twrAveV2)months plus thedaration of the Fircfi�4htcracadrmy Appointees io apositton,-and to a promo tional position_ with the exccption of Fir-cfidhtcr,shall be placid on probation for a period of one(I)year_ Thcprobationary period shall beexlended in an amoan[of dmc equal to all shirty(30)consecutiNrc calendar days or greater abstnoes during[hcan€-ycarperiod,by providing thc cmpIDycc wrinrnnnoti fie aiifln of the Extension prior to the expiration of the one year period_ B_ Thcprobalionary period shall not include thetimc scrvad under any temporary ar>lor actinglracrim appointment,but shall date fiom the time of appointment to a perraancnt position. C_ Appointees iD an initial cmptoymcnt with the District may be released fnxn employment WirhaLtr cause during the one(I) year probation and wi#hour dise losing an y rtans. An In;6M'1iry pro badanary ap ounce is an at-,MlI employee who is subject io relca5c without calf5e. Although apru-existIng District cmp Icy ee serving a probationary testing penod in a promotional position is subjecr ro r*ction frorntha[posirion withoLit lwrc being any showing ofcauscornight to appeal as to the issue ofMccriM16 such an mVloyee shall not be S*cct to disciplinary action a5 that term is defncd in these Rules,without being worded the procedural safe guards set firth in these Ru I es, 2- ExtcnsionofProbatianary Pc iod A. A the discretion of the Firc Chief,any emplovw serving aprobat ion ary period may,prior to the conclusion of Sach period`have his+hor probationary period er:tended for aperiod of up rosix (6)months. S EX'I ON X I.7`,2E PCY Tia M It is the policyofthe Board to restrict the hirin,andforcmplopwmt ofrclatives ofCityfDistriot employees based on ncr-fioliowing criteria; l_ For the purposcsofEt]ispolicy,the f llo"An gdefinMorrsShall apply_ A. A "relative"isdefincd as a spouse, domestic parmcr,chi Id.stcp-chiId. parent, 9cp-parrn[ parent-in-law, legal guardian,brother,sister_broLher- in-law,sister-in-law,sicp-sister, step-brotYcr,aunt;uncle,riccc,nephcw, grmiclkld,graildp arenL regardless of their p lace of residai cc,it divid"s related ro a domestic partncz,or any other individul related by blood or marriagc Diving within the sarm househo]d as the CityfDisnct cmployoc. ATTACHMENT 2 496 of 725 Subject o: 1-037 Issue: Subject: Em loyee Performance E--aJuation Page 4 of 5 llxe date o.f prowolion. • An "Annual Per_forw anceEvaluataon"deedl be coinplered and sxeb7itirtedfor processing 12 inontlis_fron) rite date ofpromolaon. 3. Probationary Firefighters + NewlY ]tired appointees ro aposiflon shrill beplaced ouprobrrrron for aperiod of ,,:..h p ,. 49' riveire (12) months.plies flee drrradon of flee Firej7ghter acadeirri Monthly Performance Evaluation Form- The supers-isor shall complete the evaluation at the end of the month and review the observations with the employee. The form will be retained by the supervisor with a copy given.to the employee to be kept in hisler probationary manwil for reference. In the event that any of the expectations are marked`-below" a copy of the evaluation shall be forwarded to the Battalion Chief-Deputy Chief and Fife Chief. • Temporary Assignment Evaluation Form-shall be initiated by a probationary Firefighter when working a Ul shift with a Captain or Acting Captain who is not his/her regular supervisor. The supervisor shall complete the evaluation at the end of the shift and rel-iew the observations,%ith the Firefighter. The form will be given to the regular supenisDr and a copy retained by the Firefighter and kept in his/her probationary m.-mwil for reference. • .Six Month Merit Review:At the sixth month, r f a probahonarr employee warrants a merit increase, lbeir assigned srepers•isor it-ill rrfilize rite appropriate checkbox on the Monthdv Probrrrronarr forw erred forivaM forproces sing. + A "Performance Ei-ahja don"sho11 be completed and srrbinittedforprocesSing hreh-e(12) wowh s phi the duration of the Firefi lrler rrcaderrrt',froxrr the date of hire. 4. 40-Honer Probrrrioieary Exrrp[orees • .471 ev'ainatious shall be initiated and completed lit'lire emplovee's 511per+-is or lit• lire dire dare. • Six Mon th MeritReview: A si%-moidleper_forwanceevrrlrrrrrron, so-hick is larked to a werif 5alair-adjrrsfxrxent, shrill be completed and submitted forprocessing. .Subsegxeent consideration for ineril salary adjuslrrrerrrs shall be on a 12 month rarrsec'utive basis from lire dale of leas!uterit salan, adjustr ent. in An "ArrixrerrlPerforrjxrrrxceEi-altiatiorr"shall be cowplered and subxreirtedfor pracesshtg 12 inontlis frow lire dale of hire. Part-Tixree (ra t-IT ill) Eriepii reel Teutporarr hourlY exreplorees xnaY not exceed 1,000 hours per fscal vean + An ".4rrrxferrlPer_forr�lrrrxreEialrrrrfaorr"i�lrirlx rs 117xked ro a r�lerrr srrlarr adjusfrrrerer shall be completed and subinifled for proces sing lid'the exrxplot'ees super-isor 12 montlrs front lire dare of]Tire regardless if fire 1,060 hour benchwark has beer+ reached. ATTACHMENT 3 497 of 725 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Matt Burris, Deputy City Manager, Community & Economic Development Matt Marquez, Director of Planning & Economic Development SUBJECT: Consideration of a Resolution Declaring Support for Brightline West and the Nevada Department of Transportation's Federal-State Partnership for Their Intercity Passenger Rail Grant Application to the United States Department of Transportation. (RESOLUTION NO. 2023-103) (CITY) RECOMMENDATION: Staff recommends the City Council adopt Resolution No. 2023-XX declaring support for Brightline West and the Nevada Department of Transportation's Federal-State Partnership for their Intercity Passenger Rail Grant application to the United States Department of Transportation. BACKGROUND: The City of Rancho Cucamonga has continued to support Brightline West's proposed 218-mile, all-electric high-speed rail project. It will connect Las Vegas to Southern California with the nation's first true high-speed passenger rail system. It will include a flagship station in Las Vegas, with additional stations in Apple Valley, Hesperia, and Rancho Cucamonga. The Cucamonga Station will be a multi-modal transportation hub and the first such station in the United States that will provide direct connections to air travel, bus service, and local passenger rail all in one place. Brightline West continues to achieve milestones that are critical to their project. For example, on August 23, 2023, the California Infrastructure and Economic Development Bank(IBank)approved issuing bond financing to construct portions of the high-speed rail line in California and its related stations. One of the next significant steps for the project is a decision on its application for an Intercity Passenger Rail Grant from the United States Department of Transportation (USDOT). Brightline's application was submitted in partnership with the Nevada Department of Transportation (NDOT). The City intends to submit to the USDOT a resolution supporting Brightline West and NDOT's application, as well as resolutions and support letters from other cities and various partners. ANALYSIS: On April 17, 2023, Brightline West and the NDOT applied for the USDOT's Federal-State Partnership for Intercity Passenger Rail Grant program. The Grant provides funding for capital projects that reduce the state of good repair backlog, improve performance, or expand or establish new intercity passenger rail service, including privately operated intercity passenger rail service. Grant recipients are expected to be announced at the end of the third quarter of this year or early in the year's fourth quarter. The application sets forth a request for$3.75 billion. 498 of 725 Earlier this year, the Brightline West Project received a $25 million Rebuilding America Infrastructure with Sustainability and Equity grant award ("RAISE Grant"), also from the USDOT. The RAISE Grant will fund the final design and construction of two Brightline West stations and associated facilities in Hesperia and Apple Valley. Additionally, Brightline West has secured all critical station land and right-of-way, cleared environmental review of the project, prepared the necessary engineering and design work, and put in place labor agreements to help facilitate construction once it commences. Combined with the RAISE Grant, receiving the full Intercity Passenger Rail Grant award will unlock private funding and ensure the project begins construction and is in service in time for the 2028 Summer Olympics in Los Angeles. The Brightline West project will positively impact the City of Rancho Cucamonga and the region, providing a cleaner, safer, and faster alternative to driving to and from Las Vegas and connecting travelers from all over the world to the Inland Empire. Therefore, staff believes it is essential to continue to show support for this transformational project. As mentioned earlier in this report, City staff is also asking local partners to submit either Resolutions or letters supporting the project, as it will be a catalyst for tourism and economic development. In conclusion, upon adoption of the subject resolution and receipt of support from local partners, City staff will forward all documentation to the USDOT. FISCAL IMPACT: None. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item is consistent with the City Council's vision of creating an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community. Additionally, this item addresses Council core values by promoting and enhancing a safe and healthy community for all, by intentionally embracing and anticipating the future, by working together cooperatively and respectfully with stakeholders, and relentlessly pursuing improvement. ATTACHMENTS: Attachment 1 - City Council Resolution No. 2023-XX Page 2 499 of 725 RESOLUTION NO. 23-XXXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, SUPPORTING BRIGHTLINE WEST AND THE NEVADA DEPARTMENT OF TRANSPORTATION'S FEDERAL-STATE PARTNERSHIP FOR INTERCITY PASSENGER RAIL GRANT APPLICATION TO THE UNITED STATES DEPARTMENT OF TRANSPORTATION WHEREAS, on April 17, 2023, Brightline West and the State of Nevada Department of Transportation("NDOT") submitted an application for the Federal-State Partnership for Intercity Passenger Rail Grant to the U.S. Department of Transportation; and WHEREAS, the Federal-State Partnership for Intercity Passenger Rail Grant provides funding for capital projects that reduce the state of good repair backlog, improve performance or expand or establish new intercity passenger rail service, including privately operated intercity passenger rail service; and WHEREAS, the Brightline West Project will connect Las Vegas and Southern California through planned stations in Las Vegas and San Bernardino County,with connectivity to Los Angeles County through Metrolink; and WHEREAS, the Brightline West Project will positively impact the Inland Empire by providing a cleaner, safer, and faster alternative to driving to and from Las Vegas, as well as connecting travelers from all over the world to the region; and WHEREAS, the Brightline West Project is expected to be a catalyst for tourism and economic development in the Inland Empire; and WHEREAS, in June 2023, the Brightline West Project received a$25 million Rebuilding America Infrastructure with Sustainability and Equity grant award("RAISE Grant") from the U.S. Department of Transportation; and WHEREAS,the RAISE Grant will fund the final design and construction of two Brightline West stations and associated facilities in Hesperia and Apple Valley, California; and WHEREAS, together with the RAISE Grant, the Federal-State Partnership for Intercity Passenger Rail grant will be an important component to implementing the Brightline West Project and creating a positive environmental and economic impact in the Inland Empire; and WHEREAS,the City of Rancho Cucamonga has made it one of our highest economic development and infrastructure priorities to support the expansion of high-speed rail into the City and the Inland Empire and we appreciate the innovative approach to leveraging public-private partnerships to make this project a reality. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA HEREBY RESOLVES AS FOLLOWS: Section 1. The above recitals are true and correct and are a substantive part of this Resolution. ATTACHMENT 1 500 of 725 Section 2. The City Council hereby declares its support for the Brightline West and NDOT application for the Federal-State Partnership for Intercity Passenger Rail Grant. Section 7. The City Clerk shall certify the adoption of this Resolution. PASSED,APPROVED,AND ADOPTED this 6th day of September, 2023. 501 of 725 CITY OF RANCHO CUCAMONGA DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Matt Marquez, Director of Planning and Economic Development Flavio Nunez, Management Analyst II SUBJECT: Public Hearing for Consideration to Approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER). (CITY) RECOMMENDATION: Staff recommends that the City Council Approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER), determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(2) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly, and authorize City Manager or their designee to submit the Report to the U.S. Department of Housing and Urban Development(HUD). BACKGROUND: HUD requires the City of Rancho Cucamonga to prepare and submit a Consolidated Annual Performance and Evaluation Report(CAPER)to describe the City and its subrecipients' progress in meeting the goals established in the Program Year 2022-2023 Action Plan. The Program Year 2022-2023 CAPER was prepared and made available per the HUD required 15-day public review and comment period. Staff placed a notice in the Daily Bulletin newspaper announcing the public hearing on August 17, 2023, which began the public review period and concludes with the public hearing before the City Council on September 6, 2023. ANALYSIS: On August 17, 2023, the City published a notice informing the general public that the Draft 2022- 2023 CAPER would be available for review and comment from August 17, 2023 though September 6, 2023. The public was informed of the opportunity to provide oral and/or written comments on the CAPER. To date, no public comments have been received. Additionally, the CDBG Citizen Participation Plan requires that a public hearing be held to receive comments from interested parties regarding the CAPER. This public hearing addresses the CDBG citizen participation requirement. For the 2022-2023 Program Year, the City received $1,064,209 of CDBG funds from HUD. Together with other federal, state and local investments, HUD resources allowed the City and its partners to address the high priority needs identified in the 2020-2024 Consolidated Plan. The accomplishments for this year include, but are not limited to, implementation of various public service programs such as senior services, fair housing services, housing rehabilitation and 502 of 725 homeless prevention programs. A more detailed explanation of these accomplishments can be found in the attached Draft 2022-2023 CAPER. All the activities funded during the program year are listed in Table 1, including the amount of CDBG funds allocated to the activity and the amount spent during the program year. Table 2 provides the accomplishment goal and actual accomplishments as of June 30, 2023. Table 1 - Use of CDBG Funds Spent Percent Strategic Plan Goal /Activity Source Allocation through Spent 6/30/22 1. Fair Housing Services IFHMB - Fair Housing Services CDBG $20,000 $20,000 100.0% Subtotal $20,000 $20,000 100.0% 2. Public Services RC: Bringing Health Home CDBG $16,903.00 $15,595.36 92.3% RC: CASA CDBG $11,932.00 $11,739.74 98.4% RC: Jane Penny Link CDBG $9,546.00 $4,159.89 43.6% RC: Health and Wellness CDBG $11,932.00 $10,319.50 86.5% RC: Graffiti Removal CDBG $14,914.00 $10,254.02 68.8% House of Ruth: Domestic Violence Services and Protection CDBG $12,154.00 $7,962.57 65.5% FSA: Senior Nutrition CDBG $14,914.00 $14,914.00 100.0% FFS: 120-day Stepping Stones CDBG $14,914.00 $14,914.00 100.0% NHCD: Senior Food Bank CDBG $15,411.00 $15,411.00 100.0% Impact SoCal: Homeless Prevention CDBG $24,857.00 $16,823.46 67.7% Inland Valley Hope Partners: Food Security / Family Stabilization CDBG $12,154.00 $10,000.00 85.3% Subtotal $159,631.00 $132,093.54 82.7% 3. Affordable Housing Preservation RC: Home Improvement Program CDBG $330,011.00 $86,303.49 26.2% Subtotal $330,011.00 $86,303.49 26.2% 4. Public Facilities and Infrastructure Improvements RC PW: Sidewalk Grinding CDBG $45,700.00 $24,179.92 52.9% RC: Pecan & Whittram Street Imp. CDBG $286,026.00 $0.00 0.0% RC: Concrete Rehabilitation CDBG $30,000.00 $0.00 0.0% Subtotal $361,726.00 $24,179.92 6.7% 5. Planning and Administration CDBG Program Administration CDBG $192,841.00 $105,414.20 54.7% Subtotal $192,841.00 $105,414.20 54.7% Total $1,064,209.00 $367,991.15 34.6% Page 2 503 of 725 Table 2 — Program Year Accomplishments by Strategic Plan Goal Strategic Plan Goal /Activity Unit of Expected Actual Measure 1. Fair Housing Services IFHMB - Fair Housing Services People 233 427 2. Public Services RC: Bringing Health Home People 60 208 RC: CASA People 150 39 RC: Jane Penny Link People 60 32 RC: Health and Wellness People 100 78 RC: Graffiti Removal People 1,000 21,990 House of Ruth: Domestic Violence Services People 90 46 FSA: Senior Nutrition People 530 461 FFS: 120-day Stepping Stones People 85 288 IVHP: Food Security/ Family Stabilization People 224 275 NHCD: Senior Food Bank People 300 224 Impact SoCal: Homeless Prevention People 50 24 3. Affordable Housing Preservation RC PD: Home Improvement Program Household Unit 12 22 4. Public Facilities and Infrastructure Improvements RC PW: Sidewalk Grinding People 1,000 16,330 RC: Pecan & Whittram Street Imp. People 1,000 0 C: Concrete Rehabilitation People 15,555 15,555 5. Planning and Administration CDBG Program Administration N/A N/A N/A NOTE: The actual goals figure represents the number of unduplicated persons assisted. Some received multiple or ongoing services throughout the year, such as the clientele for the food bank program. Construction of some Public Facilities and Infrastructure Improvements, such as the Pecan and Whittram Street Improvement Project, are anticipated to be completed in the 2024-2025 Program Year therefore those projects will be reported as "complete"in the 2024-2025 CAPER. FISCAL IMPACT: While there is no fiscal impact to the City's General Fund, failure to submit the CAPER to HUD could result in losing CDBG grant funding. The cost related to the development and submission of this report are absorbed by the administration funds set aside from the grant monies. Page 3 504 of 725 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: Approval of the CAPER is required by HUD to continue receiving CDBG funding which supports the City Council's Core Value of promoting and enhancing a safe and healthy community for all. ATTACHMENTS: Attachment 1 - Draft 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER) Page 4 505 of 725 _r. r r Draft Consolidated r; . °- Annual Performance { & Evaluation Report PY2022-2023 4k Draft for Public Review ircow RANCHO CUCAMONGA M D G ASSOCIATES•INC. -J Attakch rent 1 This page intentionally left blank City of Rancho Cucamonga i 2022-2023 CAPER 507 of 725 Table of Contents Tableof Contents ....................................................................................................................................ii VersionHistory ....................................................................................................................................... iii Evaluation of Performance....................................................................................................................... 1 CR-05 - Goals and Outcomes.............................................................................................................. 1 CR-10 - Racial and Ethnic composition of families assisted ................................................................... 8 CR-15 - Resources and Investments 91.520(a) .................................................................................... 9 CR-20 -Affordable Housing 91.520(b)............................................................................................... 12 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c)............................. 15 CR-30 - Public Housing 91.220(h); 91.320(1)...................................................................................... 18 CR-35 - Other Actions 91.2200)-(k); 91.320(i)-(1)............................................................................... 20 CR-40 - Monitoring 91.220 and 91.230.............................................................................................. 26 CR-45 - CDBG 91.520(c).................................................................................................................. 28 Tables Table 1 -Accomplishments— Program Year & Strategic Plan to Date ....................................................... 2 Table 2 -Assistance to Racial and Ethnic Population by Source of Funds.................................................. 8 Table 3 - Resources Made Available........................................................................................................ 9 Table 4 - Identify the geographic distribution and location of investments.................................................. 9 Table 5 - Number of Households ........................................................................................................... 12 Table 6 - Number of Households Supported........................................................................................... 12 Table 7 - Number of Households Served................................................................................................ 13 City of Rancho Cucamonga ii 2022-2023 CAPER 508 of 725 Version History No. Summary of . .- Published Draft for Public Comment: 8/21/23 Sent to HUD for Approval: 9/28/22 1 Conducted Public Hearing: 9/6/23 Approved by HUD: TBD Original 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER). City of Rancho Cucamonga iii 2022-2023 CAPER 509 of 725 Evaluation of Performance CR-05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) This 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER) is the City of Rancho Cucamonga's report to the U.S. Department of Housing and Urban Development (HUD) describing the use of federal Community Development Block Grant (CDBG) funds. The CDBG program provides a wide range of eligible activities that provide decent housing, suitable living environments and expanded economic opportunities for low- and moderate-income persons. The five-year Consolidated Plan establishes priorities and goals used to guide decisions about the specific projects and activities that receive CDBG funding every year in the Annual Action Plan. The City implements some projects and activities directly and awards funds to non-profit or public organizations that implement programs in furtherance of the Consolidated Plan goals. This CAPER provides the City's progress report for the third Program Year of the 2020-2024 Consolidated Plan, covering the period from July 1, 2022, to June 30, 2023. For the 2022-2023 Program Year, the City received $1,064,209 of CDBG funds from HUD. Together with other federal, state and local investments, HUD resources allowed the City and its partners to address the high priority needs identified in the 2020- 2024 Consolidated Plan. Table 1 provides a summary of the five-year goals, one-year goals, and one-year accomplishments for the period ending June 30, 2023, arranged by each of the Strategic Plan Goals included in the 2020-2024 Strategic Plan of the Consolidated Plan. City of Rancho Cucamonga 1 2022-2023 CAPER 510 of 725 @ q ± % y y » y @ y @ — r g = 2 Cl? g o k 0 Cl) 7 00\ \ \ \ E U 2 � Ln k 00 2 \ % k C) < ~ ^ a) q co q k C� k a r q Q w LO e \ � \ LO / �E q E Q _ i k 3 3 * y / — 9 S 2 \ _ \ CD E_ ) 0 \ co co 3 » \ CDa) m ƒ U 7 2 LO -0 m / \ / m R 2 y > \ \ 7 a) - 7 =3 S % a) 0 ƒ ) 0 CD CD o o CD a) f / CD CD / C — @ @ Q- a e \ E cn ± q 0 D © I >12 ■ o § 0 2 = % @ 2 / 2 @ 2 / 2 / @ 7 @ Q I \ 7 E 7 G 7 E D \ 7 % 1 � f / < ƒ < ƒ < j < \ \ ƒ < \ ■ a) \ $ :-5 45 _ E 2 k k _ \ 0 0 / 0 / � 7 / _ \ \_ 0 / 2 2 o E c \ ® _ @ k > 0 E — / E } o o \ b ± / _ Co\ \ f « 2 J j } J / ® _ / \ \ Q 7 / o m m m m ° ° 9 4 ) ) e = E _ = m \ ? \ t o = = o 2 g o f = o o g > m 2 » \ 3 G \ E o E > E 2 Co2 = G § ƒ Co Co = a o = = o o > o f o = = 4 - o = o g = 5 g I o I E I z E g » g 3 E @ 2 _ o 0 / % CD / \ C o 0 a J 3 ƒ / D m k 0 � y a 3 2 a � co = 7 » \ = ) ± ƒ g § £ E § 3 E k / / E \ 7 / -0E o m / 0 g / } \ \ 3 / / o o ± < I z 0 0 < I z O 0 \ 0- co E 2 0 X c ( _ \ \ ƒ \ 2 U Q o z 2 = g t m E \ 3 $ z = � 2 ) % E / / g 2 ® { g 2 / 2 \ 5 ) a ° ) a = _ / = E ƒ Cl) 2 \ \ z 2 % / s § < Assess how the jurisdiction's use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. Each of the housing, public service, and capital improvement activities receiving CDBG funds in the City's Action Plan address specific high priority needs identified in the 2020-2024 Consolidated Plan. Table 1 on the previous page provides a summary of the City's accomplishments and the one-and five-year goals of the 2022-2023 Action Plan and the 2020-2024 Consolidated Plan, respectively, as of June 30, 2023. Based on the information in Table 1, the City and its housing and community development partners made progress towards each of the goals included in the 2022-2023 Action Plan. The 2022-2023 Action Plan addressed each of the high priority needs identified in the 2020-2024 Consolidated Plan. The program accomplishments for each category are discussed below: • Fair Housing Services: Inland Fair Housing and Mediation Board provided 427 Rancho Cucamonga residents with fair housing and landlord-tenant mediation services. • Public Services: Six (6) non-profit organizations and multiple City Departments provided a range of services to Rancho Cucamonga seniors, survivors of domestic violence, and low- and moderate-income families including but not limited to providing meals to 685 elderly individuals, homeless prevention services to 288 people, domestic violence shelter and counseling services for 46 residents, access to food bank services for 275 residents, nutritional health services to 247 people, recreational activities to 78 residents, rental assistance for 24 residents, and skilled care for 32 Rancho Cucamonga homebound seniors. • Affordable Housing Preservation: The City's Home Rehabilitation Program completed 22 housing rehabilitations for low- and moderate-income homeowners to address deficient housing conditions. • Public Facilities and Infrastructure Improvements: The City completed its annual Sidewalk Grinding Project which assisted 16,330 people. In addition, the City completed the construction of its 21/22 Concrete Rehabilitation Project which assisted a total of 15,555 residents. • COVID-19 Response: The City of Rancho Cucamonga invested its CDBG-CV funds into the Small Business Assistance and Microenterprise Assistance programs. The Business Relief programs are economic development activities that provided grants to micro- and small businesses adversely impacted by the COVID-19 pandemic. The business relief programs were rolled out in May of 2021. During the 2021-2022 program year, the City was able to assist 10 microenterprise businesses and 36 small businesses with financial assistance to pay for eligible expenses including but not limited to payroll, rent, utilities, and equipment. During the 2022-2023, the 36 small businesses were able to create and/or retain a total of XXX jobs. Each of the activities that were underway during the 2022-2023 Program Year are listed in Figure 1 on the following page, including the amount of CDBG funds allocated to the activity and the amount City of Rancho Cucamonga 3 2022-2023 CAPER 512 of 725 spent as of June 30, 2023. Figure 2 provides the numeric accomplishment goal for each activity and the level of accomplishment as of June 30, 2023. City of Rancho Cucamonga 4 2022-2023 CAPER 513 of 725 Figure 1-Use of CDOG Funds Strategic Plan Goal/Activity Source Allocation Spent through 6/30/23 Percent Spent 1. Fair Housing Services IFHMB - Fair Housing Services CDBG $20,000.00 $20,000.00 100.0% Subtotal $20,000.00 $20,000.00 100.0% 2. Public Services RC: Farmer's Market CDBG $16,903.00 $15,595.36 92.3% RC: CASA CDBG $11,932.00 $11,739.74 98.4% RC: Jane Penny Link CDBG $9,546.00 $4,159.89 43.6% RC: Recreation, Health and Wellness CDBG $11,932.00 $10,319.50 86.5% RC: Graffiti Removal CDBG $14,914.00 $10,254.02 68.8% NHCD: Senior Food Bank CDBG $15,411.00 $15,411.00 100.0% Impact SoCal: Homeless Prevention/Rapid Rehousing CDBG $24,857.00 $16,823.46 67.7% House of Ruth: Domestic Violence Services and Protection CDBG $12,154.00 $7,962.57 65.5% FSA: Senior Nutrition CDBG $14,914.00 $14,914.00 100.0% FFS: 120-day Stepping Stones CDBG $14,914.00 $14,914.00 100.0% IVHP: Food Security/ Family Stabilization CDBG $12,154.00 $10,000.00 82.3% Subtotal $159,631.00 $132,093.54 82.7% 3. Affordable Housing Preservation RC: Housing Rehabilitation Program CDBG $330,011.00 $86,303.49 26.2% Subtotal $330,011.00 $86,303.49 26.2% 4. Public Facilities and Infrastructure Improvements RC: Sidewalk Grinding CDBG $45,700.00 $24,179.92 52.9% RC: Pecan and Whittram Street Imp. CDBG $286,026.00 $0.00 0.0% RC: Concrete Rehabilitation CDBG $30,000.00 $0.00 0.0% Subtotal $361,726.00 $24,179.92 6.7% 5. Planning and Administration CDBG Program Administration CDBG $192,841.00 $105,414.20 54.7% Subtotal $192,841.00 $105,414.20 54.7% Total $1,064,209.00 $367,991.15 34.6% City of Rancho Cucamonga 5 2022-2023 CAPER 514 of 725 Figure 2-Program Year Accomplishments by Strategic Plan Goal Strategic Plan Goal/Activity Unit of Expected Actual Measure 1. Fair Housing Services IFHMB - Fair Housing Services People 233 427 2. Public Services RC: Farmer's Market People 60 208 RC: CASA People 150 39 RC: Jane Penny Link People 60 32 RC: Recreation, Health and Wellness People 100 78 RC: Graffiti Removal People 1,000 21,990 NHCD: Senior Food Bank People 300 224 Impact SoCal: Homeless Prevention/Rapid Rehouse People 50 24 HOR: Domestic Violence Services and Protection People 90 46 FSA: Senior Nutrition People 530 461 FFS: 120-day Stepping Stones People 85 288 IVHP: Food Security/ Family Stabilization People 224 275 3. Affordable Housing Preservation RC: Home Improvement Program Household Unit 12 22 4. Public Facilities and Infrastructure Improvements RC: Sidewalk Grinding People 1,000 16,330 RC: Pecan and Whittram St. Imp. People 1,000 0 RC: Concrete Rehabilitation People 15,555 15,555 5. Planning and Administration CDBG Program Administration N/A N/A N/A NOTE: The actual goals figure represents the number of unduplicated persons assisted. Some received multiple or ongoing services throughout the year, such as the clientele for the food bank program. Construction of Public Facilities and Infrastructure Improvements such as the Pecan and Whittram Street Improvement Project which is anticipated to be completed during the 2023-2024 Program Year. Therefore, those projects will be reported as "complete"in the 2023-2024 CAPER. City of Rancho Cucamonga G 2022-2023 CAPER 515 of 725 COVID-19 Allocations In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief, and Economic Securities (CARES) Act and it was signed into law on March 27, 2020, authorizing $2.2 trillion for a variety of measures to prevent, prepare for, and respond to the COVID-19 pandemic. Under the CARES Act, HUD provided special allocations of CDBG funds to the City. In total, the City received $1,591,323 of CDBG-CV funds to prevent, prepare for, and respond to the COVID-19 pandemic. CDBG-CV funds must be fully spent by June 24, 2026. The City has made significant progress toward the expenditure goal. Each of the CDBG-CV activities approved by the City Council are summarized in Figures 3 and 4 on the following pages. Figure 3-Use of CDBG-CV Funds Strategic Plan Goal/Activity Source Allocation Spent through Percent 6/30/23 Spent 1. COVID-19 Response Emergency Housing Assistance CDBG-CV $932,823.00 $917,760.90 98.4% Small Business Assistance CDBG-CV $858,500.00 $814,000.00 94.8% & CDBG Microenterprise Assistance CDBG $128,007.00* $131,000.00 102.3% Total $1,919,330.00 $1,862,760.90 97.1% NOTE:All activities are from the 2019-2020 CDBG-CV Action Plan amendments. * $2,993 was reallocated from Small Business Assistance to Microenterprise Assistance via a Minor Amendment to the 2021-2022 AAP. Figure 4-Program Year Accom lishments for COVID-19 Funds Strategic Plan Goal/Activity Unit of Expected Actual Measure 1. COVID-19 Response Emergency Housing Assistance Persons 139 455 Small Business Assistance* Jobs 38 0* Microenterprise Assistance Businesses 11 10 NOTE:All activities are from the 2019-2020 CDBG-CV Action Plan amendments. *A total of 36 businesses were assisted. City of Rancho Cucamonga 7 2022-2023 CAPER 516 of 725 CR-10 - Racial and Ethnic cnmpnsitinn of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) Table 2-Assistance to Racial and Ethnic Population by source of Funds CDBG White 1,180 Black or African American 391 Asian 156 American Indian or Alaskan Native 57 Native Hawaiian or Other Pacific Islander 19 Other Multi-Racial 319 Total 2,122 Hispanic 829 Non-Hispanic 1,293 *Note: The data in this table is supplied by HUD's database and reports from the Inland Fair Housing and Mediation Board. The figures in this table represent the sum of the reported number of people, families, households, or housing units reported during the Program Year, without regard to the number of people in each family, household or housing unit. Narrative Table 2 provides an aggregate of race and ethnicity data for the combined number of people,families, households, or housing units served during the Program Year based on accomplishment data from all CDBG activities reported in HUD's Integrated Disbursement and Information System (IDIS). City of Rancho Cucamonga 8 2022-2023 CAPER 517 of 725 CR-15 - Resources and Investments 91.520(a) Identify the resources made available Table 3-Resources Made Available Source of Funds Resources Made Amount Expended Available During Program Year CDBG* $2,927,814.50 $1,768,644.06 CDBG-CV $1,591,323.00 $1,551,427.54 NOTE: This table generated by HUD's database provides the resources made available in the 2022-2023 Action Plan and the total CDBG expenditures during the 2022-2023 Program Year. The amount expended may include prior year activities that were completed during the 2022- 2023 Program Year. Narrative The 2022-2023 HUD formula grant resources allocated in the Action Plan for the implementation of projects are identified in Table 3. The total CDBG resources allocated in the 2022-2023 Action Plan includes $2,927,814.50 of CDBG funds (includes prior year resources and program income). Together with other federal, state, and local investments, these resources allowed the City and its partners to address the high priority needs identified in the 2020-2024 Consolidated Plan. Under the CARES Act, HUD provided special allocations of CDBG funds to the City. In total, the City received $1,591,323 of CDBG-CV funds to prevent, prepare for, and respond to the COVID-19 pandemic. Identify the geographic distribution and location of investments Table 4-Identify the eo ra hic distribution and location of investments Target Area Planned Percentage of Actual Percentage of Narrative Allocation Allocation Description Citywide 73% 34.6% All other activities Slum/Blight Area 27% 0% Pecan &Whittram Street Imp. Project Narrative During the 2022-2023 Program Year, the City allocated 73 percent of its non-administrative CDBG funds to projects and activities that benefit low- and moderate-income persons throughout the City. It is important to note that due to the nature of certain public service activities such as Graffiti City of Rancho Cucamonga 9 2022-2023 CAPER 518 of 725 Removal, CASA, and the Farmer's Market, those are generally limited to the eligible low- and moderate-income areas, while most other public services are available citywide. A total of 27% was allocated to the City's Pecan & Whittram Street Improvement Project to address Slum & Blight opportunities. Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan. To address housing and community development needs in the City, CDBG entitlement grants are used to leverage a variety of funding resources to maximize the effectiveness of available funds. The CDBG public service activities leveraged private, state, and other federal funds to deliver services for low- and moderate-income people. During the program year, the City did not identify and did not use any publicly owned land or property located within the jurisdiction to address the needs identified in the Consolidated Plan. The City does not currently own land or property that is suitable for use in addressing the needs identified in the Consolidated Plan. Additional leveraging opportunities include, but are not limited to, those listed below. Federal Resources • Continuum of Care (CoC) Program • HUD Veterans Affairs supportive Housing (HUD-VASH) • Supportive Housing for the Elderly (Section 202) • Supportive Housing for Persons with Disabilities (Section 811) • Housing Opportunities for Persons with AIDS (HOPWA) • Youthbuild • Federal Low-Income Housing Tax Credit Program • Department of Transportation Grants • Department of Energy Grants • Federal Highway Administration • Emergency Solutions Grant • HOME Investment Partnerships • CARES Act • Project Roomkey State Resources • State Low-Income Housing Tax Credit Program • Building Equity and Growth in Neighborhoods Program (BEGIN) • CalHome Program City of Rancho Cucamonga 10 2022-2023 CAPER 519 of 725 • Multifamily Housing Program (MHP) • Housing Related Parks Grant • CaIHFA Single and Multi-Family Program • Mental Health Service Act (MHSA) Funding • Prop 47— Board of State & Community Corrections • Justice Assistance Grant (JAG) Program • Homeless Emergency Aid Program (HEAP) • Project Roomkey Local Resources • San Bernardino County Homeless Partnership (SBCHP) • Housing Authority of the County of San Bernardino (HACSB) • Southern California Home Financing Authority (SCHFA) Funding • San Bernardino County Continuum of Care Program • General Fund Private Resources • Federal Home Loan Bank Affordable Housing Program (AHP) • Community Reinvestment Act Programs • United Way Funding • Private Contributions Matching Requirements The CDBG regulations do not require a match contribution; however, the City encourages its awarded departments and agencies to leverage the CDBG funding to further aid in the assistance provided to its residents. City of Rancho Cucamonga II 2022-2023 CAPER 520 of 725 CR-20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate- income, and middle-income persons served. Table 5-Number of Households One-Year Goal Actual Number of Homeless households to be 0 0 provided affordable housing units Number of Non-Homeless households to 62 46 be provided affordable housing units Number of Special-Needs households to 0 0 be provided affordable housing units Total 62 46 Table 6-Number of Households Supported One-Year Goal Actual Number of households supported through 50 24 Rental Assistance Number of households supported through 0 0 The Production of New Units Number of households supported through 12 22 Rehab of Existing Units Number of households supported through 0 0 Acquisition of Existing Units Total 62 46 Discuss the difference between goals and outcomes and problems encountered in meeting these goals. As the City's housing stock ages, a growing percentage of housing units may need rehabilitation to allow them to remain safe and habitable. The situation is of particular concern for low-and moderate- income homeowners who are generally not in a financial position to properly maintain their homes. As such, preservation of affordable housing was identified as a high priority need in the 2020-2024 Consolidated Plan and Strategic Plan goals were established to provide the framework necessary to invest CDBG funds to address affordable housing needs including the rehabilitation of existing homes. Tables 5 and 6 indicate the number of households supported with affordable housing assistance through the CDBG program during the 2022-2023 Program Year. City of Rancho Cucamonga IZ 2022-2023 CAPER 521 of 725 Affordable housing renovations are typically multi-year projects and are subject to the ability to secure funding from various sources. Often, the ability to meet the anticipated goals is dictated by various factors that can create disparities between goals and actual outcomes such as: funding availability, rising costs of raw materials, timing, and project schedules. Unexpected challenges are commonly encountered during the repair phase of the project which causes delays that impact project delivery. In addition, the City continues to address affordable housing needs via its participation in the HOME Consortium and through fair housing services to ensure equal access to housing opportunities for low- and moderate-income people. Discuss how these outcomes will impact future annual action plans. The 2020-2024 Consolidated Plan identified a high priority need to preserve the supply to affordable housing. During the 2022-2023 Program Year, the City invested CDBG funds in the rehabilitation of 22 owner-occupied housing units. In addition, the City currently has multiple households that have been approved under the Housing Rehabilitation Program and are currently in different stages of the construction process (i.e., preparation of Work Write Ups, out to bid or under construction). All current projects are anticipated to be completed during the 2023-2024 program year. In addition, during the 2022-2023 program year, the City awarded CDBG funds to Impact Southern California who was able to provide Homeless Prevention/Rapid Rehousing services to 24 unduplicated residents by providing financial assistance in the form of rental and rental arrear payments. In future Action Plans, the City anticipates continuing to invest CDBG funds to address the rehabilitation of existing substandard housing. As community needs change the City may need to undertake additional activities to best achieve the City's ability to meet its affordable housing goals. All future Annual Action Plans will provide additional information on any on-going affordable housing activities and the City will continue to assess and determine affordable housing needs that best utilize available funding sources. Include the number of extremely low-income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Table 7-Number of Households Served Number of Households Served CDBG Actual Extreme) Low-income 6 Low-income 16 Moderate-income 24 Total 46 City of Rancho Cucamonga 13 2022-2023 CAPER 522 of 725 Narrative Information The 2020-2024 Consolidated Plan identified a high priority need to preserve the supply of affordable owner-occupied housing. To preserve housing that is already affordable to low- and moderate- income homeowners, the City's Home Rehabilitation Program provided financial assistance to 22 households during the Program Year. The 22 households served included four (4) extremely low- income households, eight (8) low-income households and 10 moderate-income households. The City's collaboration with Impact Southern California provided financial assistance for rental and rental arrear payments to prevent homelessness and/or rapidly rehousing 24 unduplicated residents during the Program Year. The 24 households served included two (2) extremely low-income households, eight (8) low-income households and 14 moderate-income households. To address what HUD defines as "worst case housing need" the City provided funds in the 2022- 2023 Action Plan for the preservation of the physical and functional integrity of existing housing units occupied by low- and extremely low-income residents who would otherwise continue to live in substandard housing because they were not in the financial position to properly maintain their home. This includes attempts to meet the needs of persons with disabilities by making necessary improvements which aid the mobility of the elderly and physically disabled such as shower units with seats, handrails, ramping and reconstructing doorways. Addressing substandard housing conditions through housing preservation activities is a cost-effective way to invest limited resources to retain housing units that are already affordable to low- and moderate-income residents and ensure all economic segments of the community have the opportunity to live in decent housing. City of Rancho Cucamonga 14 2022-2023 CAPER 523 of 725 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction's progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The most recent San Bernardino County Point-In-Time Homeless Count (PIT Count) conducted in 2023 revealed that on any given night in San Bernardino County, approximately 4,195 people are homeless, up from 3,333 counted in a prior effort undertaken in 2022. This includes 1,219 people in shelters and 2,976 people without shelter. In Rancho Cucamonga 70 people were counted who did not have shelter and 0 people counted who were sheltered, for a total of 70 homeless residents. To reach out to unsheltered homeless persons and assess their individual needs for the purpose of connecting them with available emergency shelter and transitional housing resources, the City, through its Sheriff's Homeless Outreach and Proactive Enforcement (HOPE) Team provided information and referrals— primarily to the San Bernardino County Continuum of Care (CoC), United Way 2-1-1, and the organizations receiving CDBG funds for homelessness prevention activities. During the 2022-2023 Program Year, the City awarded three (3) contracts to non-profit organizations using CDBG funds totaling $51,925 to meet its specific objectives to provide public services that prevent and eliminate homelessness. • Foothill Family Shelter: 120-Day Stepping Stones (288 residents served) • House of Ruth: Domestic Violence and Protection (46 residents served) • Impact Southern California: Homeless Prevention/Rapid Rehousing Program (24 residents served) • Additionally, the City's partnership with the San Bernardino County CoC and Sheriff's Homeless Outreach and Proactive Enforcement (HOPE) team provides intensive, field-based engagement services and support that meets clients and their families where they live. As a result, the City has been able to leverage its partnerships with the County agencies to bolster its homeless outreach. Addressing the emergency shelter and transitional housing needs of homeless persons To address the emergency shelter and transitional housing needs of homeless persons, the City continues to support the Foothill Family Shelter programs that provide transitional housing, counseling, and case management to individuals experiencing homelessness as well as families at risk of homelessness. During the Program Year, Foothill Family Shelter served 288 unduplicated persons via its 120-Day Stepping Stones program. Additionally, the City supports the House of Ruth's Walk-In Centers which provide emergency shelter and supportive services for survivors of domestic violence and their children who have become homeless after fleeing violent homes. During the Program Year, House of Ruth assisted 46 unduplicated persons. City of Rancho Cucamonga 15 2022-2023 CAPER 524 of 725 Helping low-income individuals and families avoid becoming homeless, especially extremely low- income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs The COVID-19 pandemic resulted in significant business closures and other disruptions that put the City's residents at risk of losing their housing. To help low-income individuals and families avoid becoming homeless, the City supported Inland Valley Hope Partners' Food Security and Family Stabilization program which provided 275 unduplicated persons with a five-day food supply. More specifically, these services assisted in minimizing these individual's food costs thereby enabling them to utilize their limited resources on other key necessities such as housing, childcare, and transportation. Furthermore, the City also supported Impact Southern California's Homeless Prevention/Rapid Rehousing Program which provided assistance to 24 unduplicated persons. The program provided services that included eviction prevention strategies (case management, tenant rights counseling, one-time payments of rent due, etc.), homeless prevention/rapid rehousing strategies (housing search, case management, landlord-tenant negotiations, etc.) and homeless diversion counseling (short-term services and one-time financial assistance). SB 1152 requires hospitals to develop a written homeless patient discharging planning policy that coordinates services and referrals with regional social services agencies, medical care and county behavioral services. Inadequate discharge planning and coordination contributes to homelessness in situations where people are released from public institutions or public systems of care without having an appropriate mainstream or supportive housing option available upon discharge from an institutional setting. Public institutions such as jails, hospitals, treatment facilities, mental health facilities, youth facilities, and foster care homes are central to limiting the creation of newly homeless persons upon discharge. In California, discharge coordination and planning are largely unregulated unless county or municipal ordinances provide rules preventing public institutions from discharging people into homelessness. One of the goals included in the San Bernardino Ten Year Strategy to End Homelessness is to formalize protocols and improve the coordination of discharge planning among key institutional systems of care and supervision. The goal calls for the CoC to close the "front door" to homelessness so that new people do not find themselves living in the community without the social and economic support necessary to access and maintain themselves in a safe environment. The City coordinated with the CoC and other subrecipients receiving CDBG funds to ensure that its HUD- funded programs are targeted, to the greatest extent feasible, to address the discharge of persons from publicly funded institutions or systems of care so that these individuals and families have access to public City of Rancho Cucamonga IG 2022-2023 CAPER 525 of 725 services and affordable housing opportunities necessary to prevent homelessness. The City will continue to explore additional ways to prevent and address homelessness caused by discharge from public institutions. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again To address the needs of homeless families, families with children, veterans and their families, the City provided $51,925 of CDBG funds for public service programs through three (3) contracts with non-profit organizations. These programs help individuals and families achieve stability through a housing first approach. Each of these programs provides tailored counseling and case management services to people at risk of homelessness. During the program year, Foothill Family Shelter served 288 unduplicated people through its 120-Day Stepping Stones project. Secondly, House of Ruth assisted 46 unduplicated people through its domestic violence prevention services program. Lastly, Impact Southern California served 24 unduplicated people through its Homeless Prevention/Rapid Rehousing program. When paired with financial counseling, career coaching, and other available case management services, the City's non-profit partners make certain that individuals and families have the tools necessary to succeed. Additionally, the City's partnership with the San Bernardino County CoC and Sheriff's Homeless Outreach and Proactive Enforcement (HOPE) team provides intensive, field-based engagement services and support that meets clients and their families where they live. As a result, the City has been able to leverage its partnerships with the County agencies to bolster its homeless outreach. City of Rancho Cucamonga 17 2022-2023 CAPER 526 of 725 CR-30 - Public Housing 91.220(h); 91.320Q) Actions taken to address the needs of public housing There are no public housing developments in the City. All public housing programs consist of Housing Choice and Project-Based Housing Choice Vouchers administered by the Housing Authority of the County of San Bernardino(HACSB). The data presented below is for HACSB and the narrative questions address the needs for the entire County, with specific references to the City. According to the 2022 Annual Report, the HACSB administered a total of 10,461 Housing Choice Vouchers combined. Of those, approximately 404 or 3.86 percent of all vouchers in San Bernardino County were utilized by low-income Rancho Cucamonga residents. HACSB monitors all units to ensure they are in adequate condition, meeting the Section 8 Housing Quality Standards. To enhance the quality of HUD Public Housing units, HACSB continued to work towards converting existing HUD Public Housing units under HACSB's management and control to Section 8 units as part of HUD's Rental Assistance Demonstration (RAD) program. HACSB had converted its entire original portfolio of public housing under RAID by the end of 2019. Subsequently in May 2022, HACSB finalized its conversion of all RAID units with the 98-unit Los Olivos development in Upland (FY 2023 Moving to Work Annual Plan, HACSB). HACSB continues to maintain and expand the supply of affordable housing units in the City and throughout the County through its partnerships with the State of California and San Bernardino County Department of Community Development and Housing. As the largest provider of affordable housing in San Bernardino County, HACSB assists approximately 24,000 people, most of whom are seniors, individuals with disabilities, veterans, and children. More than 10,400 families are served through housing assistance payments made to landlords on behalf of the families. Other families reside in units owned and managed by HACSB. These programs provide a critical safety net for families in the County. Due to rising rents and low vacancy rates in San Bernardino County, HACSB has been working with HUD to expand its Local Payment Standards Moving to Work (MTW) initiative to allow HACSB to be more adaptable to changing market rents. In 2022, HACSB adopted a HUD waiver to increase the Local Payment Standards up to 120% of the HUD-approved Fair Market Rents. Through HACSB's 2023 Annual MTW Plan, HACSB was able to modify their Local Payment Standards MTW Initiative to allow HACSB the opportunity to make mid-year changes to their Local Payment Standards for MTW vouchers. With this change, if market rents shift suddenly, HACSB can adjust their Local Payment Standards to adapt (HACSB Annual Report 2022). HACSB developed a MTW initiative that allowed HACSB to create temporary financial incentive programs for landlords who enter into a lease with a new Housing Choice Voucher (HCV) participant, as well as create a damage mitigation program to help offset the cost of tenant-caused damages. The first step was HACSB's Landlord Signing Bonus, which provided an incentive payment of$1,000 to landlords for each unit newly leased to a HACSB MTW voucher program participant. During the 2022-2023 program year, HACSB was able to pay $895,193 to landlords through the Landlord Signing Bonus program (HACSB Annual Report 2022). City of Rancho Cucamonga is 2022-2023 CAPER 527 of 725 Actions taken to encourage public housing residents to become more involved in management and participate in homeownership HACSB encourages residents to be actively involved in the community and in the management of public housing developments through resident councils and numerous opportunities for feedback such as community meetings and surveys. HACSB and the City also actively encourage and promote public housing residents to explore homeownership opportunities and programs through HACSB's Homeownership Assistance Program (HAP) targeted at current residents. HACSB also encourages and supports residents in participating in homebuyer counseling programs and recommends residents use the family self-sufficiency escrow account to save money towards homeownership. Under the Family Self-Sufficiency (FSS) Program, participants develop a five-year training and service plan that outlines the steps to become employed, increase their earnings, and become independent of government assistance. Upon graduation of the FSS Program, graduates are allowed to use the escrow account funds towards homeownership. In 2022, the program served 140 households and had seven (7) households graduated with over $92,000 in escrow savings. It is reported that current participants have accrued approximately$200,000 in escrow savings. The savings were reportedly used for paying down payments to purchase a home, build a small business, pay for education, and other self-sufficiency activities (HACSB 2022 Annual Report). Under the Housing Authority's HAP program, families are provided mortgage assistance for up to 15 years for working families and up to 30 years for disabled families. A total of 258 clients have become homeowners through the program since 2000 (FY 2023 MTW Plan). In addition, the City provided several resources on services for foreclosure prevention and counseling. Actions taken to provide assistance to troubled PHAs Not applicable. The HACSB is designated as a High Performing Public Housing Agency. City of Rancho Cucamonga 19 2022-2023 CAPER 528 of 725 CR-35 - Other Actions 91.220Q)-(k); 91.320(i)-Q) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 0); 91.320 (i) A barrier to affordable housing is a public policy or nongovernmental condition that constrains the development or rehabilitation of affordable housing, such as land use controls, property taxes, state prevailing wage requirements, environmental protection, cost of land and availability of monetary resources. Barriers to affordable housing are distinguished from impediments to fair housing choice in the sense that barriers are lawful and impediments to fair housing choice are usually unlawful. Based on information gathered during community meetings, the Consolidated Plan Survey, the 2021-2029 Housing Element and market analysis, the primary barriers to affordable housing in the City continue to be housing affordability and the lack of monetary resources necessary to develop and sustain affordable housing. The two barriers are related in the sense that demand for affordable housing exceeds the supply and insufficient resources are available to increase the supply of affordable housing to meet demand. To address housing affordability and the lack of monetary resources for affordable housing, the 2020-2024 Consolidated Plan includes strategies that will invest a significant portion of CDBG funds for the rehabilitation of 100 affordable owner-occupied housing units during the five-year planning period. Although the City no longer has access to Redevelopment Housing Set-Aside funds, the City will continue to leverage its CDBG funds to attract private and other available public resources. In the development of the 2021-2029 Housing Element, the City evaluated significant public policies affecting affordable housing development such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges and growth limitations. Based on this evaluation, the City determined that it has taken all necessary steps to ameliorate the negative effects of public policies that may have been a barrier to affordable housing. Moreover, the City is actively engaged with affordable housing developers concerning the siting of affordable housing and ensuring that the entitlement process runs smoothly from inception to completion. Action plans identified in the City's 2021-2029 Housing Element included but are not limited to: • Continue to promote the conservation of mobile home parks through implementation of the Mobile Home Accord (Program HE-7) that serves as a rent stabilization agreement between the City and mobile home park owners, implementation of the Mobile Home Rental Assistance (Program HE-8) that provides a monthly rental subsidy to low-income mobile home households, and through the enforcement of Title 24 as it applies to mobile homes to ensure mobile homes meet applicable building code requirements. • Develop a procedure to monitor the development of vacant and nonvacant sites in the sites inventory and ensure that adequate sites are available to meet the remaining Regional Housing Needs Allocation (RHNA) by income category throughout the 6th cycle planning period. City of Rancho Cucamonga 20 2022-2023 CAPER 529 of 725 • Explore, in 2023, a system that establishes target densities by land use district and an in-lieu fee system that requires developers to pay a fee if the proposed projects fall below the targeted densities. • Develop incentives and tools to facilitate ADU construction that may include: o Fee waivers or reductions beyond State requirement; o Pre-approved site/floor plans; o Website information on resources and technical assistance; and o Guidance handbook for property owners looking to construct an ADU. • Provide fee underwriting, fee deferral, public improvements, and/or permit fast-tracking for housing affordable to lower income households, prioritizing projects that include units affordable to extremely low-income households. • Continue to evaluate and improve the permit processing procedures to facilitate residential development. • Continue to study the feasibility of an inclusionary housing ordinance in 2023-2024. • Update the Development Code to address the provision of special needs housing specifically for Low Barrier Navigation Centers (AB 101), Emergency and Transitional Housing (AB 139), Supportive Housing (AB 2162), Large Residential Care Facilities, and Definition of Family. • Update the Development Code to incorporate the new density bonus provisions which will allow for approval of development incentives such as reduction in certain development standards such as reduced setbacks, reduced public/private open space, increased maximum lot coverage and increased building height. Key improvements and bonuses included to help increase the development of affordable housing include but are not limited to: • Accessory dwelling units (ADUs) can provide an important source of affordable housing for persons and families of low and moderate income. An ADU is defined as "an attached or detached residential dwelling unit which provides complete independent living facilities for one or more persons. It shall include permanent provisions for living, sleeping, eating, cooking and sanitation on the same parcel as a single-family or multi-family dwelling is situated". The City adopted an updated accessory dwelling unit (ADU) ordinance in 2020 which complies with State requirements. Per the ordinance, ADUs are permitted by-right in any zone in which residential development is permitted and on any parcel with an existing or proposed single or multi-family residence. • A Housing Program has been added to update Development Code Chapter 17.46 to comply with the new State provisions related to affordable housing density bonuses. The City's Affordable Housing Incentives/Density Bonus Provisions assist in the development of affordable housing opportunities in accordance with Government Code § 65915-65918. These provisions allow a density bonus and other regulatory concessions to provide incentives for"the production of housing for very low income, lower income, moderate income, and senior households" to "facilitate the development of affordable housing"within the City. The provisions function by allowing a reduction in development standards in exchange for the development of affordable housing units. Regulatory concessions act as incentives, which can include reduced building setbacks, reduced open space, increased lot coverage, increased maximum building height, reduced on-site parking standards, reduced minimum building City of Rancho Cucamonga 21 2022-2023 CAPER 530 of 725 separation requirements, or other site or construction conditions applicable to residential development. • To increase transparency and certainty in the development application process as required by law, the City has a variety of tools available for developers. The City's Community Development home page provides links to an online permit center, development fees, the development code, and other development information at https://www.cityofrc.us/community-development. The following are steps the City took to reduce government constraints and increase the efficiency in processing for improving and developing housing as defined in the 2021-2029 Housing Element: • Development Review Process - Incorporate new polices, codes, and procedures that reduced procedural delays, provided information early in the development process regarding development costs, and charged only those fees necessary to adequately carry out needed public services and improvements. • Fee Schedule - Reviewed and updated the City's fee schedule and the methodology on which the fees are based to determine the necessary costs for providing adequate public services and public improvements to ensure the continued health, safety, and welfare of the community. • Development Review Process- Facilitated the development review process for new housing through multiple techniques, including staff assistance, public information, articles in the City's newsletter, informal meetings with applicants, and Preliminary Review applications to address technical issues and facilitate the production of quality housing. • Development Standards - Evaluated and adjusted residential development standards, regulations, and processing procedures that were determined to constrain housing development, particularly housing opportunities for lower and moderate-income households and for persons with special needs. Actions taken to address obstacles to meeting underserved needs. 91.22O(k); 91.32O0) The primary obstacles to meeting the underserved needs of low- and moderate-income people include lack of funding from federal, state and other local sources, the high cost of housing that is not affordable to low- income people, and the lack of availability of home improvement financing in the private lending industry. To address these obstacles, the City continued to invest CDBG funds through the 2022-2023 Action Plan in projects that provided assistance to low- and moderate-income homeowners for home improvements, projects that provide public and neighborhood services to low- and moderate-income people and projects that prevent homelessness. To address underserved needs, the City allocated 73 percent of its non-administrative CDBG investments for Program Year 2022-2023 to projects and activities that benefit low- and moderate-income people. The City used its CDBG funds to leverage appropriate state, local, and private resources secured by each non-profit organization providing public services. In addition, the City will seek to leverage other sources of federal, state, and local resources to compliment CDBG funds to meet the underserved needs in the community. City of Rancho Cucamonga 22 2022-2023 CAPER 531 of 725 Actions taken to reduce lead-based paint hazards. 91.220(k); 91.3200) The Residential Lead-Based Paint Hazard Reduction Act of 1992 (Title X) emphasizes prevention of childhood lead poisoning through housing-based approaches. To reduce lead-based paint hazards, the rehabilitation of housing units built prior to January 1, 1978, included a lead-based paint testing and risk assessment process. When lead-based paint was identified, the City ensured that developers and contractors incorporated safe work practices and depending on the level of assistance, abate the lead-based paint as part of the scope of work to effectively reduce lead-based paint hazards to children in accordance with federal regulations. There were no instances of lead-based paint identified during the rehabilitation of housing units under the Home Improvement Program during program year 2022-2023. Actions taken to reduce the number of poverty-level families. 91.220(k); 91.3200) During the Program Year, the City supported the following strategies and actions to reduce the number of poverty-level families: • Supported housing preservation programs that ensure low- and moderate-income households have a safe, decent, and appropriate place to live; • Supported public services through various non-profits funded by CDBG that serve the community's youth, seniors, families, and residents with special needs; and • Supported a continuum of housing and public service programs to prevent and eliminate homelessness. In addition to these local efforts, mainstream state and federal resources also contributed to reducing the number of individuals and families in poverty. Federal programs, such as the Earned Income Tax Credit and Head Start, provide pathways out of poverty for families who are ready to pursue employment and educational opportunities. Additionally, in California, the primary programs that assist families in poverty are CalWORKS, CalFresh (formerly food stamps) and Medi-Cal. Together, these programs provided individuals and families with employment assistance, subsidy for food, medical care, childcare and cash payments to meet basic needs such as housing, nutrition and transportation. Other services are available to assist persons suffering from substance abuse, domestic violence and mental illness. Actions taken to develop institutional structure. 91.220(k); 91.3200) The institutional delivery system in the City is best represented through the collaboration between local government and an outstanding set of non-profit organizations that carry out a diverse array of public service programs to enrich the lives of residents. These relationships are collaborative-each organization partnering with the next to ensure that all City residents have the support necessary to lead fulfilling lives. Affordable housing preservation activities are carried out by the Planning Department in partnership with housing contractors. Guided by the Strategic Plan, public service activities are carried out by non-profit organizations and City Departments to serve low-and moderate-income residents. The Planning Department works with the Public Works and Engineering Services Departments on city-owned public facilities and City of Rancho Cucamonga 23 2022-2023 CAPER 532 of 725 infrastructure improvements to ensure their projects are delivered on time, within budget, and in compliance with all federal, state, and local regulations. Through technical assistance and the annual Notice of Funding Availability (NOFA) process last winter, the City continued to develop and expand local institutional structure by strengthening existing partnerships and leveraging the experience of organizations that previously have not participated in locally-administered federal programs to expand the number of program offerings available to residents. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.3200) To enhance coordination between public and private housing and social service agencies, the City invested CDBG funds and will continue consulting with and inviting the participation of a wide variety of agencies and organizations involved in the delivery of housing and supportive services to low- and moderate-income residents in the City. Representatives of the City participate in the San Bernardino HOME Consortium. Additionally, City staff regularly participated in neighborhood meetings during the program year to coordinate the efforts of local organizations that are working in neighborhoods to address poverty through direct community engagement. Identify actions taken to overcome the effects of any impediments identified in the jurisdiction's analysis of impediments to fair housing choice. 91.520(a) Activities implemented during the 2022-2023 Program Year followed the recommendations of the Analysis of Impediments to Fair Housing Choice that was adopted by the City Council on April 15, 2020. For the 2020- 2024 planning period, there is one (1) impediment to fair housing choice summarized below. Discrimination Against Persons with Disabilities: According to data from the City's contracted fair housing service provider, the number of fair housing discrimination complaints on the basis of disability accounted for 62 percent of all complaints. The next two (2) closest discrimination complaint types include age and sex, each accounting for 10 percent of all complaints. Throughout the region, the state, and nationally, disability- related complaints are the leading basis of discrimination cited by residents, accounting for approximately two-thirds of all complaints in some jurisdictions, demonstrating a lack of understanding and sensitivity of the fair housing rights of persons with disabilities who experience difficulties when requesting reasonable accommodations or modifications. In particular, persons with cognitive disabilities experience significantly more problems with these accommodations. The Analysis of Impediments to Fair Housing Choice included the following recommendation specific to the City: • Work with the City's fair housing services provider, continue to invest in landlord and tenant counseling and mediation services, facilitate educational opportunities for landlords and tenants to provide information concerning the law as it pertains to reasonable accommodations and modifications. City of Rancho Cucamonga 24 2022-2023 CAPER 533 of 725 • For the 2022-2023 Program Year, the City contracted with the Inland Fair Housing and Mediation Board (IFHMB)to provide fair housing education and general housing services to the City's residents to prevent incidences of housing discrimination. Implementation of the 2020-2024 Fair Housing Plan recommendations during the Program Year was principally undertaken by IFHMB, with the participation of the City's Planning Department. • IFHMB provided online fair housing training during the 2022-2023 Program Year. The training was related to recognizing and reporting housing discrimination. The training was conducted via Zoom. Social media continues to be the platform to promote IFHMB's programs and services. City of Rancho Cucamonga 25 2022-2023 CAPER 534 of 725 CR-40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements To ensure that CDBG funds are used efficiently and in compliance with applicable regulations, the City provided technical assistance to all subrecipients at the beginning of the program year and monitored subrecipients throughout the program year via desktop monitoring of reimbursement requests and quarterly performance reports. Technical Assistance To enhance compliance with federal program regulations, the City made technical assistance available to prospective applicants to review the Consolidated Plan goals, program requirements, and available resources with potential applicants. Subsequent to the approval of the Annual Action Plan, a mandatory subrecipient workshop was held in June 2022 to review program regulations in detail, to provide useful forms and resources for documenting compliance, and to review the City's compliance procedures and requirements. Additionally, individualized technical assistance was provided on an as-needed basis during the Program Year. Activity Monitoring All activities were monitored, beginning with a detailed review upon receipt of an application to determine eligibility, conformance with a National Objective and conformance with an Action Plan goal. This review also examined the proposed use of funds, eligibility of the service area, eligibility of the intended beneficiaries and likelihood of compliance with other federal requirements such as the National Environmental Policy Act, the System for Award Management (SAM) debarment list, prevailing wage, Minority and Women Business Enterprise, Section 3, and federal acquisition and relocation regulations, as applicable. Subrecipients were required to submit an audit and other documentation to establish their capacity, and any findings noted in the audit were reviewed with the applicant. Eligible applicants were then considered for funding. The City reviewed quarterly performance reports and invoices throughout the year as part of its desk monitoring. For CDBG public service activities, remote monitoring was conducted during the 2022-2023 Program Year to verify compliance. These reviews included both a fiscal and programmatic review of the subrecipient's activities. The reviews determined if each subrecipient complied with the program regulations and City contract. Areas of review included overall administration, financial systems, appropriateness of program expenditures, program delivery, client eligibility determination and documentation, reporting systems, and achievement toward achieving contractual goals. Following the remote monitoring, a written report was prepared, delineating the result of the review and any findings of non-compliance and the required corrective action. Subrecipients were given 30 days to provide the City with corrective actions taken to address any noted findings. City of Rancho Cucamonga 26 2022-2023 CAPER 535 of 725 Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. In accordance with the City's adopted Citizen Participation Plan, a public notice was published in the Inland Valley Daily Bulletin on August 17, 2023, notifying the public of the availability of the Consolidated Annual Performance and Evaluation Report (CAPER) for a 15-day public review and comment period. A copy of the public notice is included in Appendix A. The draft CAPER was available from August 21, 2023, to September 6, 2023, on the City's website. Physical copies were also available at City Hall in the Planning Department, first floor lobby. Residents were encouraged to review the CAPER and provide any written comments by mail to Flavio Nunez, Management Analyst Il, or via email to Flavio.NunezOcityofrc.us. A summary of any written comments received during the public review and comment period are included in the CAPER submission to HUD as Appendix A. City of Rancho Cucamonga 27 2022-2023 CAPER 536 of 725 CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction's program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. The 2022-2023 Program Year was the third year of the 2020-2024 Consolidated Plan. The City made progress toward its five-year and one-year goals for this reporting period and did not change its program objectives or the projects and activities that utilized CDBG funds. The 2022-2023 projects that were able to continue were successful and therefore, no changes are anticipated to be made for the City's future objectives. CDBG funded activities contributed significantly to the City's progress toward meeting the high priority needs identified in the Consolidated Plan. As shown in Table 1 on page 2 of this document, CDBG funds are contributing to all Strategic Plan goals including Fair Housing Services, Public Services, Affordable Housing Preservation and Public Facilities and Infrastructure Improvements. The City's residents faced new challenges during the COVID-19 pandemic including job loss, food insecurity, housing insecurity, and disruption to normal in-person public services. City staff adapted to a remote work environment and continued delivering high quality services to residents throughout the duration of the stay- at-home orders. Non-profit subrecipients and City Departments altered their program delivery models to promote social distancing while continuing to provide essential services to low- and moderate-income residents. There were a few activities that were not able to convert to a socially distanced delivery model, such as the Home Rehabilitation Program, and various capital improvement projects that would require construction workers in close proximity to one another. City of Rancho Cucamonga 28 2022-2023 CAPER 537 of 725 rr, Sir RANCHO CUCAMONGA APPENDIXA Citizen Participation Eel 6 8g� g» a6 E�' �u gi F =! Egg _ S '° &F ! $ {° �tt 6 �P �t RR• �p be to 33�' ��IIYa = �_ q x � HOP �x°��� � �� �sx�� � E `zh- .111- ag d 3 psi pa8 ! ° a � . � €aS �sa 1.4410H.9 w$$fi 'agE' flit S �fm 8g � .g- $ � 8 a$ ' ax€if a� Pi w ao ,fopp g E'n e ` gge 3 '° S sB wa %; II@l°="R$ - $ ➢$g,g x xa¢¢ a °•YR 9 Ea$ $$ ' o��k 6y9 g ' p-E i>jS i•E ye_ otq� B,8 ,! g1; H$l 8 E Yum E. S z y ag`�. x! € $ x � w$ g $E Bm aaI x �€ 1- $. 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Pursuant to the United States Department of Housing and Urban Development (HUD) regulations, the City of Rancho Cucamonga (City) has prepared the draft CAPER for program year 2022-2023. The draft CAPER provides a detailed account of how the City utilized its Community Development Block Grant (CDBG) funds from July 1, 2022, through June 30, 2023, to pursue the strategies, goals, and objectives proposed in the 2022-2023 Action Plan to address the housing and community development needs identified in the 2020-2024 Consolidated Plan. Citizen Involvement: NOTICE IS HEREBY FURTHER GIVEN that the 15-day public review and comment period for the draft 2022-2023 CAPER commences on August 21, 2023, and runs through September 6, 2023. The purpose of the review period is to provide the public an opportunity to comment on the City's program performance as well as any emergent housing and community development needs. Do you have any comments? Questions? Concerns? You are invited to attend a public hearing to be held by the City Council of Rancho Cucamonga on Wednesday, September 6, 2023, at 7 p.m. to provide public comment. Residents are encouraged to participate by attending in person at the City Council Chamber at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. The agenda will be posted online at least 72 hours in advance of the hearing at https://www.citvofrc.us/. The City Council is the final decision-making body for these items. If you challenge the City Council's action on this item in court, you may be limited to raising only those issues which you or someone else raised at this public hearing or in written correspondence received by the City at, or prior to, the public hearing. Information Available: Copies of the draft 2022-2023 CAPER will be available for public review and comment from August 21, 2023 to September 6, 2023 at 10500 Civic Center Drive (City Hall), as well as 12505 Cultural Center Drive (Public Library) or online at: https://www.citvofrc.us/housingresources. The City of Rancho Cucamonga encourages citizen participation in the CDBG program grant management process. If you are unable to attend the public hearing, written comments can be forwarded to the Planning Department at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. The City Council will consider all comments received during the 15-day public review period at the public hearing on September 6, 2023. 540 of 725 ADA Compliance: It is the intention of the City of Rancho Cucamonga to comply with the Americans with Disabilities Act in all respects. If, as a participant and observer at this meeting, you will need special assistance beyond what is normally provided, the City of Rancho Cucamonga will attempt to accommodate you in every reasonable manner. Please contact the City Clerk's office at (909) 774-2023. Assisted listening devices are available at the meeting for individuals with hearing impairments. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35. 102-35. 104 ADA Title II) LEP Compliance: Language Access Pursuant to Executive Order 13166 Si necesita mas informacion sobre este aviso o la traduccion de documentos en espanol, comuniquese con Janice Reynolds al (909) 774-2023. Janice Reynolds Al (909) 774-2023. City Contact: For more information, contact Flavio Nunez, Management Analyst, by email at Flavio.Nunez0-)CityOfRC.us Published: August 17, 2023 (Inland Valley Daily Bulletin) 541 of 725 AVISO DE AUDIENCIA PUBLICA rItv. j Reunion del Ayuntamiento 6 de septiembre de 2023 RANCHO CUCAMONGA Descripcion del POR MEDIO DE LA PRESENTE SE NOTIFICA que el miercoles, 6 de septiembre de 2023, a las 7:00 P.M., o un poco despues, el Ayuntamiento de la Ciudad de Rancho Cucamonga Ilevara a cabo una audiencia publica en la Camara del Concejo Municipal de la Ciudad para considerar el borrador del Reporte de la Evaluacion de Desempeno Anual Consolidado (CAPER, por sus siglas en ingles) de 2022-2023. De conformidad con las regulaciones del Departamento de Vivienda y Desarrollo Urbano de los Estados Unidos (HUD, por sus siglas en ingles), la ciudad de Rancho Cucamonga (Ciudad) ha preparado el borrador del CAPER de 2022-2023. El borrador del CAPER proporciona una descripcion detallada de como el Ayuntamiento de la Ciudad utilizo sus fondos de Subsidios Globales para el Desarrollo Comunitario (CDBG, por sus siglas en ingles) comenzando en julio 1, 2022 y terminando en junio 30, 2023 para proseguir las estrategias, metas, y objetivos propuestos en el Plan de Desempeno de 2022-2023 para abordar las necesidades de vivienda y desarrollo comunitario identificadas en el Plan Consolidado de 2020-2024. Participacion ADEMAS, POR MEDIO DE LA PRESENTE TAMBIEN SE NOTIFICA que el periodo minimo de revision publica de 15 dias del borrador del CAPER de 2022- 2023 comienza el 21 de agosto de 2023 hasta el 6 de septiembre del 2023. El proposito del periodo minimo de revision es brindar al publico la oportunidad de comentar sobre el desempeno del programa de la Ciudad, asi como sobre cualquier necesidad emergente de vivienda y desarrollo comunitario. jiene algun comentario? �Preguntas? �,Preocupaciones? Esta invitado a participar en una audiencia publica que tendra lugar en la ciudad de Rancho Cucamonga el miercoles, 6 de septiembre de 2023 a las 7 p.m. para proporcionar comentarios publicos. Se anima a Ios residentes a participar en persona a la Camara del Ayuntamiento en 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. La Agenda se publicara en Iinea al menos 72 horas antes de la audiencia en https://www.cityofrc.us/. El Ayuntamiento es el organo decisorio final para estos temas. Si impugna la accion del Concejo Municipal sobre este tema en la corte, puede Iimitarse a plantear solo aquellos asuntos que usted u otra persona planteo en esta audiencia publica o en la correspondencia escrita recibida por la Ciudad en la audiencia publica o antes de ella. 542 of 725 Informacion disponible: Las copias del borrador del CAPER de 2022-2023 estaran disponibles para su revision y comentario desde el 21 de agosto de 2023 hasta el 6 de septiembre de 2023 con el Secretario Municipal, en 10500 Civic Center Drive (Ayuntamiento), asi como 12505 Cultural Center Drive (Biblioteca Publica) o en linea en https://www.citvofrc.us/housingresources. La ciudad de Rancho Cucamonga fomenta la participaci6n ciudadana en el proceso de gestion de subvenciones de los programas de CDBG. Si no puede participar en a la audiencia publica, los comentarios por escrito se pueden enviar al Departamento de Planificacion en 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. El Ayuntamiento de la Ciudad considerara todos los comentarios recibidos durante el periodo de revision publica de 15 dias en la audiencia publica el 6 de septiembre de 2023. Cumplimiento con ADA: Es la intencion de la ciudad de Rancho Cucamonga cumplir con la Ley de Americanos con Discapacidades (ADA) en todos los aspectos. Si, como asistente a esta reunion, necesita asistencia especial mas ally de to que normalmente se proporciona, la Ciudad de Rancho Cucamonga intentara acomodarlo de todas las formas razonables. Comuniquese con la oficina del Secretario Municipal al (909) 774-2023. Los dispositivos de audicion asistida estan disponibles en la reunion para personas con impedimentos auditivos. La notificacion 48 horas antes de la reunion permitira a la Ciudad hacer arreglos razonables para garantizar la accesibilidad a esta reunion. (28 CFR 35. 102-35. 104 ADA Titulo II) Contacto de la Ciudad: Para obtener mas informacion, comuniquese con Flavio Nunez, Analista de Gestidn, por correo electrdnico a Flavio.NunezCcDCitvOfRC.us. Publicado: 17 de agosto de 2023 (Inland Valley Daily Bulletin) 543 of 725 Sir RANCHO CUCAMONGA APPENDIX B Grantee Unique Appendices r �r Sirr RANCHO CUCAMONGA APPENDIX C IDIS Reports CO N d O O W � O Q 00 q a LLI N H W --------------------------------------------------------------- «m o m$vo 'off o_ 000000000000000000000000000000o� �omm000000000000ve0000000evoeem moow«n«nwww«n«nw w...w w...w w...w....w w Boa.wv....v.w v... ..v.... wa =U Q en V A o V Q p o zofo----u ---www«n«nu.wu.«n«nu.wu.«n«nv.----v>--o«n�waa-ow ow owo-o-o-o-wo-o-ow»»o-o-ow ow oaoaMn 2w� W z¢ $m o � a z d Q LL O N p' W o 00o F o�°'Mo8 O °. °i. . . ". woo o �� o . W v c`e o 000000000000ar'mR�aa��Nonr"ewo a acgvr �8 8�u°fi�iN`9tO neESnaBM M «ni oho w�ou>�covo�000ro�va6 - o .... ... .......I.. 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J E a) >- E '2 & « - / a) § '» ) \ E % 2 ) B ) a ] U) 0 $ r (0a o 0 0 0 0 o �\ 2 > k n 7 = \ .� a) < § ® c = -0 0 / \ \ 2 } \ 0 ) 3 % % 2 c o m a % o % § k a z ( 2 \ Q / � \ \ 2 2 E ° E o 0 0 0 0 0 0 0 0 0 0cu 2 \ 3 \ \ % c ( o \ s o 0 0 0 0 0 0 0 0 0 0 ' \ 2 ± 2 R / % / CD \ \ \ \ \ G 2 0 0 0 0 0 0 0 0 0 00 t ^ / � / \ % E % 3 ± = O 2 = E _/ E % \ \ \ % \ \ mell 0) 4 3 > 0 § # 2 f - < I o 0 0 0 o o o o 0 0 o \ > / 0 E / 7 / § 2 / / / E « o < \ \ E { / g 'a o E 2 § f ƒ f ( a 0 \ \ 2 E / � \ o / % f 2 cc 0 0 CDCDCDCDCC 0 ' / \ m k \( t O o = ƒ\ \ Ira - _ : / J \ \ o 0 0 0 0 0 0 0 0 0 0 ' \2 / e / [ / / co fa { e E= - ! c Eu E 7 m C92 » OG % ¥ / S = < / 7§ \ 2 2 E S " k \ Co ) \ \ G 2 \ / / / / < \ 0 m CL \ k = 2 c 2 § ° \ / I g \ \ c( \ \\ \o $ e= » ) / �\ ) ) \ / r k / e _ c �_ _ = g .. 2 = 2 a Q // E § ¥ 3 3 u E �mg § c I ± / m c 4 4 = o = \ / } a,\ / E > k > E \ g f \ / \ § 2 / \ z $ / .2 \ \ E £,§- § E f e } § : } .2 _ C <-_ ° E _ .. e m m + 3 = m '« \ \ \ o \\ CL ) LU / k � Co f < / < \ < \ �/ ® �J 2 § E a » » E 2 J J � * ; o < \ ° 2 § ± ' s < g 2 2 < § 2 - :O ± � § 2 o � > o uo 2 = _0, = = g .I a __ � = y = u § - ( = R / § _ / e .0 z �� ± . c £ E « « g u ] Q = = a - Q s / 22 % 2 % £ e $ § ° o % ] § 2 o 2 e 7 3 f \ $ 7 ) E R �� $ § 2 7 � 0 0 g 2 = 3 - § = t k / ) t / c = 2 t > / 2 = U _ � _ = c I E = a E _ f 5E = m r �a», a°° ƒ k f \ k k 7 ƒ\ Z m < < z < < I < 3 < �/ 2 \ S �n 6 = ,2 J E \ .\ / / E / CD k ;\ c R .I 2 \ E ƒ \ 0 0 \ f 0 0 0 \ / § � / ( E C \ fa E § \ E � » $ > 0 / / 0 0 0 / o I / 0 fu § E « \ k a "0k ? 0 ra k k / 2 = _ / '\ / 0 _ \ J CL / o 0 0 0) \ \ / \ - En o 40 E / fa0 } t E .@ E _ E / in 2 / ® k / k � co / / \ / 2 0 0 0 0 0 S R / U f ; t o 0 0 0 o E k 7 % � � e o 0 0 0 0 \ / E CD \ _ « .O k cm �\ ©( § u ° U f kd .7 2 U 0 + _ CL '0 / \ \ \ / 0 K .3 z ± a G _ ° IL)S �� % ° / 0 \ \ \ « 'g * CL k ( \ \ 0 § \ % o moa G5 �», �9 + � a I - = z e Ea § / .E « » C ;� 2 \ 04 � �n J E O \ ;» / \ 2 \ z ;2 \ \ Q o 0 0 0 0 0 0 0 0 �\ ;_ § } / C o 0 0 0 0 0 0 0 ; z / 0 ] / \ > 2 @ v § 0 m ] 0 0 0 0 0 0 0 0 0 ; 7 = e o \ ( c / \ q 0 < % 0 .2 / E \ 0 0 00 0 0 0 0 0 ; E & 2 CL co E c / § o m o E % ® t 2 0 § k e ) I o 0 0 o o 0 o 0 0 ; LU \ > / 0 \ < \ 0 _ ) � / ® f -CO: [ % e > / _ k 2 a a 7 \ f � 2 -0 � 2 \ o / f % 2 0 0 0 0 0 0 0 0 0 / / k U 1 \ \ \ § co _ = O o 2 _ E _ � E / ) » o I $ : / J = ( f _ 0 0 0 0 0 0 0 0 0 . ¥ E = » 2 2 a ] E 2 fa t E .@ E Cl) E / E u / % S % ¥ m 2 < CL u k � © i� > \ ) (n ' / 3 « 7 = ) _ kE $ ( ; = 2 n Mn 2 0 a) = R cn 2< ° §2 E g = < � e Q p = a) < o $ \ c 2 \ \ f a) f \ J E _ @ \ / d ° / 6 9 \ \ S 2 * F > 6 0 / § e c / c 4 4 ; g > @ § . �\ } » : / 7 .< % ID / \ k - z - $ / / ./ ±® i 2co c) 0 ) / _ © , _ = 4 = .O k 0\ E _ _ _ _ .� c / / \\ CL \ \ \ f \ .f \ \ / j /% - k �2 / ' � E % < o < G < � � 2 e \ _ _ § E * � > 7 J 2 / \ \ 0 k / \ o & e � ± $ E \ m = ° _ / _ _ .0 2 3 . i e ee k ° ° % .2 �= % $ ° 2 = _ ± S co \ co S $ \ E » � � _ � f 2 7 % / E _ $ _ _ $ < § / . - 2f § = o CO0. _ g g c . = o = �Q», a°° % / 0 � 0 / y f o ° ] [ 4 5 < < z < < § / ;k a s m 0 « k o e 3 z 2 \ � �n 6 = ,2 < E % .\ / \ 3 I '® ) B ) E ;2 k I 0 0 0 ( E ; 0 0 0 0 ) # \ � 0 0 0 0 o E _ ; # ; m / o 0 0 0 0 ; a) / ) / / E % ® S > 0 / / o 0 0 0 0 § > -Z, Efu ± / -CO: 2" ( _ k g ra -- / (D / 0 0 0 0 ./ / t \ / \ m \ J / 0 0 0 0 0 § o 0 0 /CL / ¥ E = 2 \ g a t 2 E \ E / % \ / % ¥ m 2 & � k _ / / \ < / o 0 0 0 0 ƒ S 0 2 c / UCL ; 0) 0 0 0 0 0 ) 7 cn ■ � ƒ ; % ƒ a) o 0 0 0 o z ' m � / E 2 .< _ n ± �k 5 2 ' 7 .O b \ 0 ° ./ = e E u I ,_ �§�J� g / � U \ 7 9 k / . + * ¥ = 2 2 R ° > '� f \ } � \ 0 k .3 3 ± G © 7 ° R S ,2 = E IL ' a) ° E _ � 5 \ � * \ : k ( Q \ § k § 0 b — m2a G5 i'», �9 3 < I e LL a ± _ = z e I E 2@ .E « >- a ;� 2 \ % 2 6 & = a 0 'j» � < E E - .0 / \ 2 \ 2 \ 2 2 ;r j_ 0 �+ ) B ) a IL Q 2 0 0 o 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co / § CL / / ILo o 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ cc ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 � # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > I_I / \ \ \ O < I I / \ / f % E ± 2 _ § 2 f a a 7 ) 2 -0 C / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / k / ƒ \ \ E \ \ / t \ / o o % k ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 E / / 3 < 2 \ \ E .@ E § / % / _ ® E / 5 0) m ® 0 2 % ¥ 2 / \ \ E / / 2 < E o E S 0) > y E ) m * c E ) m co _ $ 2 / 0 3 < \ M 0 m $ \ § = 2 CO ] 5 0 \ % / / a) m 0 2 CD (if \ — 7 a) / < » 4 / / \ ¥ » ) ( 7 J o@ s ! 2 C o o' / / $ / E CO r ƒ ] ¥ 3 3 u m 0 '> = 2 4 I > ± a) § e § = 4 4 TW>a } / k / .< \ \ \ r > - / \ $ / / ./ E \ t \ E U j 7 / f E } } \ } .2 \ / E \ \ � / S LL z 2 9 E ] @ \ @ f q § ;f D o r = , $ .g ± e ) ± o \ G a = 7 '� o Q 7 E e 2 § 9 E = 2 = E 2 9 J .0 * 0 ; ƒ% to s « 2 2 g < m § Z .O 4 , 2 = 5 - 5 = _0 o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e CO / « 0 1- 2 ® 2 = \ ,2 3 ± ' $ 2 = - S ® § f § § ° ) �� f { % . ' e 4 LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 0 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 k o / 0 E © a \ ;/ % / 7 �n 6 = ,2 k E \ �0 / \ 2 i �© a B ) _ .+ E ;2 k p a .I o ; 0 0 ƒ 2 q F- \\ / ) \ / E % ® g > 0 \ } CD 0 2 o ¢ -9 0 0) % » _ § E « ® f O a 2 / 2 / o 0) _ _ o / / § faU 7 _ \ / t 6 U f \ c \ o 0 § o o = o = 0 / 40 E / / ƒ \ a \ E � E ) / U \ 3 % y o 2 = d � k \ / / / 2 0 0 0 0 0 ( D ) 2 \ En $ 0 0 0 0 0 7 \ c � \ { % £ 0 0 0 0 0 / 7 D I % �/ \ � k 5 �2 $ 2 .2 § / & S cm ;CL 7 \ / 7 k 2 k ./ + 2 \ R 7 = CL '0 \ \ / \ 2 '3 \ ƒ _ $ R u 2 a) ° E ƒ 7 0 \ � * \ ® 7 § 0 ( \ ! m47 25 na°° / ± a w \ = z e I E G / .\ « a ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ \ \ 2 \ 2 2 ;w j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m = .I 0 / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a � / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E 2 E £ e E / E \ m $ / \ % ¥ 2 / \ j / / 2 E S ro % e ) ) m \ c E � G 4 2 co $ %_ 3 < k / \ 3 ® o o \ \ ƒ \ \ %/ E / = f = = o & \ \ S 2 / ¥ ^ \ / \ E \L / \ » < m \ a / o ¥ © ° = w 2 ; ¥ z 3 w ƒ _ .> -0 2 4 I ± e = = 4 4 / }/ L\ » } / k / .< CM \ 0) \ / ƒ 2 z \ z \ \ ./ = e \ _ _ § $ = i = 4 = .O / \ \ 2 \ > } © / § k k + / § f �\ \ E % E C a = z0f g = a = 2 = + ;U \ / ? 0 4/ ' k �g % ± o \ G < = 7 'D 0§� k \ j E k = 2 = E 2 9 f .0 + * ¥ > / . � o s « 2 2 g < g § _ �O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « 0 % ) ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § » £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 0 ° M \ a g 5 ° 2 ° \ �0 9° @ / 3 0 a E 2 2 0 0 E 4 5 < < z < < mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % / 7 �n 6 = ,2 < E \ �0 / \ 3 i '® a B ) o �+ E ;2 k p a .I o ; o ; 0 0 ƒ 2 q F- \\ / ) \ / E % ® g > 0 \ } CD 0 2 o ¢ -9 0 0) % » _ § E < ® f O a 2 / 2 / o 0) _ _ o / / § faU 7 _ \ / t 6 U f \ c \ o 0 § o 0 0 0 0 _ ± z � / 40 E / < a a \ E � E ) / U \ 3 % 0 o 2 = d j) k \ / / < 2 0 0 0 0 0 ( DEn ) 2 \ U $ 0 0 0 0 0 7 \ c � \ { % £ 0 0 0 0 0 / 7 D I % �< \ � k 5 �2 $ 2 .2 § / & S cm ;CL 7 \ / 7 k 2 k ./ + 2 \ R 7 = CL '0 \ \ / \ 2 '3 \ n ¥ g a) � 2 2 ° E ƒ 7 5 \ � * \ ® 7 § \ ( \ ! mBe 25 na°° / ± a w \ = z e I E G / .\ « >- a ;� 2 \ % 2 = a d .n < E E - .0 / \ 3 \ \ & 2 'CD j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % E E ' 3 / E _ c Q ) m = .I / § / / a o a o 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 0 0 0 0 0 0 0 0 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 � # 2 =2 6 < o 0 0 0 0 0 0 0 0 00 0 0 0 0 & e / = e & / \ \ \ O < I I / a) / f % E ± 2 _ § 2 f a a 7 ) 2 -0 / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / : k � / ƒ \ m / \ \ / t \ U o o % k ƒ mEgo \ ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E 2 / E £ e E / E ] 6 m \ / \ % ¥ 2 / \ 0 / / 2 < o ES \ > > 2 ) m * ° $ / / c < \ \ / k $ \ § = 2 CO / 2 § \ no % - 2 o 0 2 E E \ L 0L - w < $ ® ! C _ , - I -0 / \\ / ^ ] ( / 0 o @ s = 2 - $ CL c om r < E \ / a) \ ` 4 I > / a \ \ + / » a a - a .< ca (D > 2 \ 4 _ % / % % 'Q E *» e z o z $ z 22 / } § k \ c 7 $ E co m \ § ;2 / _ = m 2 © / § % + 3 = 3 '< \ r E % % � £2 z 0 0 ® _ £ = 2 = + ;U D o r - , $ _ . ± e = % $ o a G a = 7 '_ ��� J a o = o Q 0) 2 e t? 9 E = 2 a E 2 9 J 'U * 0 ; ƒ/ to s « 2 2 g < g § Z �O k , 2 ) = -0 5 = = o �I o & e � S E ± m = ° _ ) _ _ .0 ® -- e � _ « 0 % ) ® 2 = t .� 3 ± ' $ 0 2 = ° m ° = Q » = E k k ° / E \ / j \ E E R a , * « ® 2 ' E\ § § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 � 0 a % 2 2 0 0 E 4 5 < < z < < mƒ�? / 3 '/ », a 2 M m -i k o / 5 E © a \ ;/ % / 7 �n 6 = ,2 < E \ �0 / \ / i ;\ a B ) o �+ E ;2 k p a- _ .I 3 \ \ / n § � 7\ � e 5 � CD CD =f \ \ CD _ ƒ o // � 0 ; \& ./ / %7 & � �§ a) E \ U % \ \ / \ % f \ Ln E \ % > 0 = 8 CD CD / \ 0) � ƒ f E < § 2 / k E / c O 5 = _ / / a U \ \ ; _ ® co t # Q g % ƒ = o o § a o o r a \ \ § » ± / g / $ E 0E2 � < / ag / 2 Ln 3 � � 0 / E U 7 � � % y o 2 = a CL � k \ 2 / / < 2 0 0 0 0 0 ( / $ U ) /cu En / \ �} o 0 0 0 0 9 k % 7 U)/ � m0 /\ a) 0 0 0 0 0 0 K & § c £ IEz d E § I d $ ^ q ° .2 / 2 � .0 .2 7 S § 0 a0 ,< = E u . _ _ �U \ / -0 k 2k / \ �/ + 2 \ R 7 = '0 \ \ / \ 0 '3 \ ƒ _ $ R u 2 a) ° E ƒ 7 0 \ � * / E G ./\ \ \± w = z e Ina° /« a ;� 2 \ % 2 6 & = a 0 'j» � / CD — / § CN N '» — — � -i a 0) ® ® .\ �+ ) (U ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q ) m = .I 0 / IL o o/ 0 0 0 0 0 0 0 0 z \ 8 / \ 46 { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / co / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > �_� / \ \ \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = / E © cu f u o o 0 o 0 0 0 0 0 0 0 0 / / k CL / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ » 2 m / 2 \ t [ 2 2 2 ® E £ e E / E ] k m \ / \ % ¥ ) / \ J / / CD C k < \ ± m m .g / :E $ < 2 a) / / 3 / \ 6 } m / \ = 2 co 2 0 \ \ — 0 0 2 o E Q — N < k / M E a) C ) ® © o ) ® g ( § / 0) R CD / = / .. iE \ a) _< o m ¥ 3 3 E � __ = 4 I > b = { 2 § 4 4 g > Of . CL 7 » } / k / .< % / ) \ \ f / \ } / ./ / § A e \ _ © $ = I = ® _ / \ > E c / J 2 § J .. �\ ± = e g @ a @ 2 q + ;U \ \ \ � \ ` w � [ ± \ E \ \ / E / / \ ./ + * 0 ; ƒ% I0 s « 2 2 g < g § Z �O k , 2 = -0 5 = _0 o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e ( / « 0 1- 2 ® 2 = \ ,2 3 ± ' $ 2 = - S ® § f § § f { % . ' e » LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° T \ �0 9° @ / 0 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 k o / 0 E © a \ ;/ % / 7 �n 6 = ,2 k E \ �0 / \ \ i ;4 a B ) o �+ E ;2 1-6 p a .I o ; 0 0 / / & o / t / § E � ¥ f \ U-) E > 0 = @ o 0 o > -9 E ru f 0) E « a O a § f 2 \ o 0) — 2 / _ -0_ � o - / \ fa � U \ _ _ / Q Ln % ƒ o o § o o o = y @ _ Ln U o 0 0 E 2 / ƒ CD ] \ E � E E U \ } % y o 2 = d � k \ / / / 2 0 0 0 0 0 ( D ) 2 \ En $ o 0 0 0 0 7 \ c � \ { % £ 0 0 0 0 0 0 / 7 D I % �/ \ � k 5 �2 $ 2 .2 § U & S / ; 7 � \ / 7 k 2 k ./ No _0+ x. D \ R 7 = '0 \ \ / \ 2 '3 \ ƒ _ $ R u 2 a) ° E ƒ 7 5 \ � * \ ® 7 § \ 0) \ ! @Be 25 na°° / ± a w \ = z e I E G / .\ « a ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ ro \ \ & 2 ;\ k IL e �a ) (U ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m = .I 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ E o ( En k \ \ coo 0 0 0 0 0 0 0 0 0 0 0 ; = co « cu _ _ 5 ) m < # 2 \ 5 � / \ / 2 2 0 0 00 0 0 0 0 00 0 0 � 2 q £ a � % / w § a) /� \ f / � + _/ / % ® 7 § / _ / Q 2 3 > 0 § 7 2 a/ \ < I o 0 0 0 0 0 0 0 0 0 0 0 ) 2 § & 0 /002 & �_� / _ > \ E I < I I 0 / a)= c _ f % E ± E _ § 2 f a a 7 ) / E © f u o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o 2 ƒ mEg \ = 'o a) � 3 0 ( o 0 0 0 0 0 0 0 0 0 0 0 ' z co / 4-1 § / E k ) \ / \ % \ m \ / \ % ¥ 2 / 00 \ / / 2 \ 2 < E / 0) < o g 2 $ * / / / < c k k } \ k « a o = 2 3 £ 0 0 \ .0 - E 0 2 o e / E ] $0 m 2 O / ) % ) & -0 / u 2 CD ® ® ® ® _ o@ 5 2 2 a) \ § CL / / L / .. / \ E i Q ƒ ] k d b } { 77 § 4 4 a » _ / _ \ / / } \ E 2 0 / } f ƒ 0 2 4 k .2 E \ 2 7 ° $ E m m \ § ;2 f ) LL 3 / \ / � k �/ �§��� D / 2 E \ $ a o = o 2 m 9\ CL 9 E \ \ \ E \ m / 'U + * 0 ; ƒ% to s « 2 2 g < g § Z �O k , 2 = -0 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e ( / « ° '- 2 3 ± ' $ 2 2 = - S ® § f § § f { % . ' e » £ = g e 2 « ® / E 2 ° t ° * u < LL® 0 ' = - § 2 0 ° \ a g a ° 2 ° 0 m \ �0 9° @ / 3 = k a E 2 2 0 E 4 5 k / } / / m ƒ�? / 3 '/ », a 2 M m 3 < s 0 2 0 % C) ;n < ± '2 / \ \ ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 / / & o / t / § E ¥ f \ L Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 0 - _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 �f \ ./ E ���7 $ \ ± / '_ E 0 in s .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� ( 0 \ 0 0 0 \ ( \ / @27 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � < E E - .0 / \ \ \ 6 0) & 2 ;\ j_ 0 �+ ) B ) IL a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I / § CL / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > �_� w / \ ) \ O < I I / \ / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' E / / 3 < 2 \ \ E .@ E § / % / _ ® E / 5 0) m ® 0 2 % ¥ 2 / \ E / / 2 E S " 2 U § ) m \ c E 4> G 2 = $ 2 / 03 < \ R 0 } t / \ = 2 J 5 0 \ \ § 0 2 o e / / } % 0 7 / < » / 04 / \ ¥ » ) ( j J 0 CD @ s ! 2 c , e / / CL L / » < m E I # ƒ ] ¥ 3 3 w m 0 '> = 2 4 I > ± a) § e § = 4 4 » } / k / .< \ \ \ _ > ƒ - z \ z / z ./ E \ t \ E U j 7 / f E } } \ } .2 0 6 = m ± = e m + m = m '< c r = o r a = z 2 f g = a = ) = + ;U a = _ « w CL a ± 0 2 E _ '_ D o r = - $ @ ± o \ G a = _ �\t J a o = o Q 7 2 e i § 9 E = 2 = E 2 9 J .0 * ¥ ; ƒ% to s « 2 2 g < g § Z .O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % 2 ® 2 - = \ ,2 3 ± ' $ 2 = - 0 ® § f § § E - ) �� LL £ = g r e 2 « ® / E 2 ° t ° * « ® 2 ' E_ r_ i 2 0 ° \ a g a ° 2 ° M h 0 c \ �0 9° @ / 3 � 0 a E 2 2 0 0 M E 4 5 k / } / / mƒ�0 < 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ '.0 ;\ / a) � '+ ;2 3 E p .I o ; o ; 0 0 / / & o / t / § E ¥ f \ L Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 0 — _ _ � o ® / § fa § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 �f \ ./ E ���7 $ \ ± / '_ E 0 ins .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 ( 0 \ 0 0 0 \ ( \ / @47 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � < E E - .0 \ \ \ 6 0) & 2/ ;\ j_ a Q IL 0 �+ ) B ) 2 0 0 0 0 0 0 0 0 0 o o � % / E ' 3 / _�_ c Q ) m = .I 0 / IL 0 0 0/ 0 0 0 0 0 CD CD z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ cc ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E �> 0 # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� / \ \ \ O < I I / a) / f % E ± 2 _ § 2 f a a 7 ) 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / k / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E 2 / E £ e E / E ] £ m \ / \ % ¥ 2 / \ \ / / 2 < o 5 y \ / > \ / E 2 3 < § b \ 2 ° m § D _ ± _ 0 % co \ v / \ / U Cl) 7 f 2 § \ & t 2 0 U ¥ ® 0) / \= / \ E � a) \ ƒ / © b 3 / u m m '> = 2 4 I ± _ e = = 4 4 / / 2 �= a » _ / _ % \ / $ \ / OL f \ \ / k ./ / E \ / E 0 2 7 E $ E E § \ § .� / E 6 _ > 2 © / § % + 3 = 3 '< \ c E $ % � & 2 3 d 3 § ® ° ` ® ` �/ \ / ? o $7 ' k - - - §� k \ j E k = 2 = E 2 / f .0 + * 0 > / . � o - s « 2 2 g < g § _ �O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e ( / « 0 '- 2 3 ± ' $ 2 2 = - S ® § f § § f { % . ' e » £ = g e 2 « ® / E 2 ° t ° * « LL® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 � E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 0 < s 0 2 0 % / 7 �n 6 = ,2 k E \ �0 / \ \ i ;\ § a ) _ .+ E ;2 k p a .I o ; 0 0 / / & o / t / § E � ¥ f \ U-) E > 0 = @ o 0 o > -9 E fu f 0) E « § 2 / k o = 3 � 0 _ _ -0 � o / § § f o _ _ / Q % ƒ o o § o o = o = y @ _ U o 0 / 2 / ƒ CD ] \ E � E E U \ } % y o 2 = d � k \ / / / 2 0 0 0 0 0 ( D ) 2 \ En $ 0 0 0 0 0 7 \ c � \ { % £ 0 0 0 0 0 / 7 D I % �/ \ � k 5 �2 $ 2 CL .2 § U & S / ; 7 \ / 7 k 2 k ./ No + x. 2 0) R 7 = '� \ \ / \ 2 '3 \ n ¥ g ƒ _ $ R u 2 2 ° E ƒ 7 5 \ � * \ ® 7 § \ ( \ ! @Be 25 na°° / ± a w \ = z e I E G / .\ « >- a ;� 2 \ % 2 6 & = (0 0 'j» � J E E - .0 / \ % \ 6 0) & 2 ;3 j_ 0 �+ ) B ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m = .I 0 / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / co / o 0 00 0 0 0 0 0 0 0 0 _ § le t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E �> 0 # 2 =2 0 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mEgo \ $ : / J = _ \ o 0 0 0 0 0 0 0 0 0 0 0 ' 2 Cl)\ / = / m / E / E 2 a) £ E / E ] Cl) m \ / \ % ¥ 2 / \ 7 / / 2 CL u k \ m o / � < c > ® © 2 0 * / / / k / } k /_ § 3 a 0 $ / \ \ % / ƒ § 0 $ E S % ) » g o / m ¥ » g \ \ \ k CD /L \ / \ » < § 3 \ E � 2 � I \ k ƒo § 4 4 U ® ` : » } / k / .< % / _0 \ > OL 2 / \ $ / \ Q / § G e \ _ § , = i = 4 = .f / » CL \ > E { / co 2 § J .. �\ ± = e g @ a@ 2 q 0 ;U #��� \ \ \ � \ ` w ) [ ± \ E \ \ / / / / \ ./ + * ¥ ; ƒ% I0 s « 2 2 g < g § Z �O k , 2 = -0 5 = = o .I o & e �? S E ± m = ° _ ) _ _ ;U ® -- e � ) « 0 % ) ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § f { % . ' e 4 LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ r § 2 ° \ a g a ° 2 ° \ �0 9° @ / 0 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ CD ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 / / & o / t / § E ¥ f \ L Ln E > 0 = @ CD 0 o > -9 E fu f 0) E « a § 2 / k / o = 3 0 - _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & \ o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ 0 / :< ,2 0 w / .0 \ E ./ E ���7 $ \ ± / '_ E 0 k s .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� ( 0 \ 0 0 0 \ ( \ / @ae 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � / CD — / § CN N '» — — m -i a 0) ® ® .7 �+ ) (U ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q ) m co / § CL / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ cc ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 � # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > �_I / \ \ \ O < I I / a) / f % E ± 2 _ § 2 f a a 7 ) 2 -0 C / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / k / ƒ \ \ E \ \ / t \ / o o % k ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ¥ E » z m 2 \ t 2 E 2 E £ e E / E / CD 0 m \ / 2 % ¥ CD a) / r 7 a) o 2 CL < \ / 0)ro ' > /_ B $ / < \ k } \ / / k = cog = < § n I g e % / \ / \ u / \ / Cl) a o $ / ) % ) » 9 E / m ¥ » g 2 0 o @ 52 2 \ \ / / / CL L / E CO 2 6 Q ƒ ] a) 3 3 u m o .> -0 2 4 I > E § § e § = 4 4 U ® » } — / k / :< OL k cz / ./ cc\ CL ) k © z k ) \ �< ± = e g @ a @ 2 q + ;U � \ \ \ � \ ` w �CL [ ± \ E \ \ / / / / \ ./ + * ¥ ; ƒ% I0 s « 2 2 g < m § Z .O k , 2 = -0 5 = _0 o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e CO / « 0 1- 2 ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § ° ) �� f { % . ' e » £ = g e 2 « ® / E 2 ° t ° * « LL® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 0 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 k o / 0 E © a \ ;/ % / 7 �n 6 = ,2 k E \ �0 / \ / i ;2 § a ) o �+ E ;2 k p .I o ; o ; 0 0 / / & o / t / § E � ¥ f \ U-) E > 0 = @ o 0 o > -9 E ru f 0) E « § 2 / k o = 3 � 0 _ _ -0 � o / § § f _ .\ / t # Q % ƒ o o § o 0 0 0 0 0 E < a 4-1 E � E E \ / 2 / d j) k / / / 2 0 0 0 0 0 S En U ; 0) o 0 0 0 0 C 7 ■ � � 0 0 0 0 (D d` (D . E <,Q 0 k :f 5 2 k \ § § '< E u ;U 7 )No \ / 7 k ./ + \ R 7 = '� \ \ / \ 2 '3 \ n ¥ g ƒ _ $ R u 2 2 ° E ƒ Co 5 \ � * Fu \ ® 7 § \ ( \ ! 9oe 25 �/ �e;nPkO / ± a w \ = z e I E G / .\ « >- a ;� 2 \ % 2 6 & = (0 0 'j» � J E E - .0 / \ q \ 6 0) & 2 ;2 j_ 0 �+ ) B ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I 0 § CL / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 0 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a � / ƒ \ \ E cu \ \ / t \ U o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E 2 E £ e E / E \ m $ / \ % ¥ 2 / \ e / / 2 u k � \ / � m 5 / ) \ \ / E % 3 « ® 2 ° m § = 2 � / / o \ / \ 0 \ v _/ \ \ m \ 2 ® ) \ » 9 _ & \ » ] / ) \ 0 -C � / \ a) < E n a x a) © a) / 3 ƒ a) \\ 7 4 I > E / � § 0 = 4 4 g > _ < . a » _ / _ b cu \ _ z / \ \ E \ s / f } e z o z $ z .2 / / § e \ _ ) $ = i = 4 = .O n E E \ > § ra E / J 2 § J .. �\ \ a E g E a = LL z 2 9 ° g @ \ @ 2 q + ;U §� D o = _ _ - $ ® f % ± o \ G a = 7 '� J a o = o e 2 e 3\ § E = 2 = E 2 9 J .0 * ¥ ; ƒ% to s « 2 2 g < g § Z �O k , 2 = -0 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « 0 % ) 3 ± ' $ - 2 = - S ® § f § § f { % . ' e » LL £ = g 0 2 « ® / E 2 ° t . ° a * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 E 4 5 k / } / / m ƒ�? / 3 '/ », a 2 M m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ / ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 / / & o / t / § E ¥ f \ L Ln E > 0 = @ CD 0 o > -9 E fu f 0) E « a § 2 / k / o = 3 0 - _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & \ o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ 0 / :< ,2 0 w / .0 \ E ./ E ���7 $ \ ± / '_ E 0 k s .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� ( 0 \ 0 0 0 \ ( \ / 927 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = (0 0 'j» � J E E - .0 / \ f \ 6 0) & 2 ;g j_ 0 �0 ) B ) a Q 2 o 0 0 0 0 0 0 o a o o % / E ' 3 / cm�_ c Q ) m co .I 0 § CL / / a 0 0 0 0 0 0 0 0 N o o z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ cc ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E �> 0 # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & I / \ \ \ O < I I / \ / f % E ± 2 _ § 2 f a a 7 2 -0 / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / k / ƒ \ o E \ \ / t \ / o o % k ƒ mEgo \ ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » 2 m < 2 \ t 2 E 2 0 E £ e E / E \ 0) m a) / \ % ¥ 2 / \ \ 0 a) / 2 CL a) k < = E o m n m / a) 4> G / $ g 2 / % 3 CD < \ k \ / \ = 2 3 2 / 0 5 / E \ j u / \ < _ $ ® \ _ : ? .0 / \ ¥ / ] R 2 o @ s2 2 0) J 0 / .. / \ _ < s / E I m ƒ ] ¥ 3 3 = 4 I / b a) { 77 § 4 4 6 » } / \ \ \ o % / ƒ - z \ z / z ./ / \ \ I E U j 7 / f E } } \ } .2 \ / E \ \ C / S z 0 9 ° ] @ \ @ f q § ;f D o = _ - $ �� % ± o \ G a = 7 'D = o 7 2 e 2 § 9 E = 2 = E 2 9 J .0 * ¥ ; ƒ% to s « 2 2 g < g § Z �O k , 2 = _0 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e CO / « 0 % ) ® 3 ± ' $ 2 = - S ® § f § § f { ' e 4 LL £ = g e -0 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 < - 0 / o E © a \ ;/ 2 \ S �n 6 = ,2 < E k �» / \ f I ;@ ) B ) n .+ E ;2 k p .I \ n \ 2 0 0 k / 0 0 � k � E q \ t CD / t / Ea) > 0 / / CD C) /� 0 0 o c a \ _ > = E ® _ § fu C) / < of k O %a ƒ 2 Ek 2 - � 2 o t5 C: � f � $ 9 = _ L J t t g _ = % J o o § c o n y @ \ o o � ¥ § » k \ a a 7 = t [ 2 2 CD/ / % \ } \ % ¥ ° � % E S 0) 2 \ / / f / 0 0 0 0 0 22 = g 2 m \ _ @ _ u / / C o 0 0 0 0 \ \ / E ■ � � \ 4) o 0 0 0 0 G 2 c C C: d E § E 0 3 .2 m E oRE E u � _ :U 7 % k k 2 ./ + ) \ R 2 = '� f \ \ \ / \ K .3 z �� ± f G = J S ,2 ) ° / ƒ 7 * E \ ® 7 § \ { - &4a G5 �a», �9° ± a w \ 2 z e I § R .E 2 \ % 2 6 & = (0 0 'j» � J E E 7 (0 .0 / \ fy) \ 0) & 2 Cl) j_ a Q IL 0 �+ ) B ) 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I 0 / IL o r o/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 0 0 0 0 0 0 0 0 0 0 _ § t E % E » / f / E e u 0 = \ _ _ © E Lh >- = 3 5 = o N 2 e ƒ \ uh E m Co2 E > 0 � co2 =20 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) 2 / E © cu f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' E 2 = / � E / / 3 } } / ¥ t E .@ E = o E / E n E m \ / \ % ¥ CD a) / \ \ § / co2 �a) u \ « e c L6 0 5 y / \ \ \ / E 2 3 < ® co / m § = 2 co E 0� 0 5 \ k } v \ / U E J - Cl) = $ 0 / ) \ ) & a 5 2 / ® ¥ * g a) / \ / \ 0 / » < o ¥ o ¥ \ ECO 7 2 = 4 I b = 0 § 4 4 / > \ 2 �� a » _ / _ e < E } - 6 TW>a 2 0 / e 2 .< % ± E / e > f z \ 2 4 k ./ 0 ' n e ° _ _ © $ _ _ ® _ / \ f% \ k © k \ § J �\ c r = r c a = LL z 2 9 ° g @ a@ 2 q 0 ;U \ \ \ o \/ k -.Si % ± o \ G a = 7 'u 0§� k \ j E k = 2 = E 2 9 f .0 + * ¥ > / . � o s « 2 2 g < g § _ O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « ° % ) ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § » LL £ = g e 2 « ® / E 2 ° t ° * � « ® 2 ' E_ r § 2 0 ° \ a g 5 ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ 2 \ S �n 6 = ,2 < E k �» / oo\ $ I ;/ ) (U ) o �+ E ;2 k p .I n ; o ; § 0 0 E q \ � k CL E t \ % k 0 a) % / > 0 / / CD C / \ \ � \ fu f [ « e _ § f k -0 CL2 0 \ / a U \ 0 u } { J o o § n o 0 o r y 0 " » k \ ( a t [ 2 2 J / / % \ 2 CL ro o / / 2 4 $ / g & < / o 0 0 0 0 { / ) 4) 0 0 0 0 o Cl) C 7 ■ E % ® o 0 0 0 0 / 0 0 k C E $ (n CL .2 S E § 7 < E u .0 7 n k k :/ + 2 \ R 2 = CL '0 / \ \ \ / \ K .3 �� ± f G = J S ,2 ) ° / 0 * E \ ® 7 § \ a) — &Ba G5 �/ nPto ± a w \ = z e I c § R .E « » N ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ $ \ 0) & 2 ;2 k IL e �a ) (U ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m = .I 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 0 = / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » 2 m / 2 \ t E 2 E 2 7 E £ e / / % \ ) \ m co \ % ¥ m a ® a) / 2 C)- k < \ o •u / 4E § � 2 CL \ 2 / f & t m © k $ \ k \ ° ® = I g = 2 = J E o 5 co # / E / \ \ $ } \ 2 E ) G ) & _ © 2 CD ® ¥ ® ® 0) \ � 0� / \ E co j \ \ / .. k k b -0 2 0 § 4 4 / / 2 �= a » _ / _ % \ 7 \ / ƒ - \ \ / / \ ./ = I \ e ±+ = 7 $ = e = 4 = .O \ � CL / k � © k co m) § J �\ ± = e m m m c \ r ) % 2 = a = 2 = o .0 #��� \ / $ o % § /\ / E \ \ / E / / \ '/ + * ¥ > / . � o s « 2 2 g < m k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « 0 % 2 ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § » LL .2- = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § m 0 ° \ a g 5 ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ 9 ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 / / & o / t / § E ¥ f \ L Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 0 — _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 �f \ ./ E ���7 $ \ ± / '_ E 0 in s .0 + D 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� ( 0 \ 0 0 0 \ ( \ / Sae 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 = a d .m & » '2 J E _ § / N .» / \ ? \ \ 7 ® ® ;& �+ ) (U ) a Q IL 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q ) m CL = / \� § / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E § f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 0 0 0 0 _ § t \ % E » / f / Ee u § f = \ _ _ © E Lh >- = 3 5 = o Q 2 e ƒ \ Ch E m = 2cn E > 0 � # 2 =20 < o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e > / \ \ a O < II / a) / f % E ± 2 _ § 2 f a a 7 = / E © f u 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ m / \ \ / t \ U o o % k ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 Ln§ / / 3 0 2 \ \ E .@ E § \ % / _ ® E / % \ 5 G m ® 0 2 % ¥ a) a r Cl) a) / 2 < o a a) k s m 7 m / a) 4> G < $ / % 3 e k / \ = 2 CO § / o \ \ # 0 u / \ U e ® 2 f 5 ) / % o k R -a / \\ a) ^ ) 0 5 O \ \ 2 o \ \ / » < 2 WC o 3 CD \ b / \ 2 > \ _\ / \ / > \ 22 + ® ° / ° J \ U) \ _ \ \ \ \ '/ E \ = e z o z $ z .2 = I \ \ ±§ = 7 $ = e = < _ .O / \ ) § ra E / J 2 § J . .\ ± = e g _ @ a @ 2 q + ;U §� \ \ \ CO ` t - LLI C k \ + a . 7 ./ a o) = 2 = E 2 / J + * ¥ ; 0/ to - s « 2 2 g < g § Z �O k , 2 2 = 5 -- 5 = = o �I o & e S E ± m = ° _ / _ _ .0 ® -- e � _ « ° % 2 ® 2 - t .Z 3 ± ' 0 0 2 = ° m m = Q f = $ = E k k ° / E \ / j \ E E R a , * � u « ® 2 ' E\ § § 2 ° \ a g a ° 2 ° T \ �0 9° @ / 3 k a % 2 2 0 0 E 4 5 < < z < < mƒ�o < 3 '/ », a 2 2 m 3 k 0 / 5 E © a < \ ;/ 2 \ S �n 6 = ,2 J E k �» / ) B ) o �+ E ;2 k p .I o ; ƒ \ E ; o e / \ 0 0 / 0 \ q � / _ / C Q) k / E % ® > 0 / / CD C \ \ / CL f -CO: [ « a)_ § 2 /_ k \ 2 75 0 cli ƒ § a � U t t / y o e CL E J = CD § » z 7 ¥ t E § a 2 E E / % \ } % ¥ m 2 = C k \ / / \ / 7 0 0 0 0 0 ( D / u / a o 0 0 0 0 7 \ E m ■ % a) o 0 0 0 0 G 7 D I % \ � k 5 �2 $ 2CL .2 S E § 7 :< E u .0 7 n k k :/ 0 + 2 \ R 2 = CL '0 f \ \ \ / \ K .3 �� ± f G = J � S ,2 2 ° / 0 7 \ \ g * E \ ® 7 § \ { — qoa G5 �/ �a» ± a w \ = z e I § CDE 2 \ % 2 6 & = a 'j» � J E E - .0 / \ ro \ \ & 2 ;? j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 2 # 2 =2 6 < c o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e > �_� / \ \ u O < II / \ / f % E ± 2 _ § 2 f a a 0 = / E © f u 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mE0 \ ' 3 6 ( _ o 0 0 0 0 0 0 0 0 0 0 0 Ln J / E / fa E § / ¥ / E E / E ] S m \ / \ % ¥ 2 / \ / / / / 2 ro < o E S m I 2 ) m 4 / 4E G ° / $ / / \ no L , = E a \ % / \ \ CD Q u / \ / m 5 2 a / ) % ) ƒ E m 2 / ® ¥ * g 0) \ CD o \� / \ _ W % _ .. E i G CDa) 3 = 4 I / b \ § ƒc § 4 4 g > CO / . & » } / k / .< \ \ o Cl) cz \ \ f z \ z z ./ O = 2_/ E 0 ® 7 ° $ E E § \ § .� \ / E / C f § LL z k \ ] \ ƒ \ f \ § ;f §� D o = _ < , $ ± e . ƒ % ± 3 \ G < 7 �_ � J a o = o 0 2 e 3\ 0 E = 2 = E 2 9 J .0 * ¥ ; ƒ% to s « 2 2 g < g § Z �O k , ) = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % ) ® 2 = \ ,2 3 ± ' $ 2 2 = - S ® § f § § » LL £ = g e 2 « ® / E * 4) « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 = k a E 2 2 0 0 M E 4 5 k / } / / m ƒ�? / 3 '/ », a 2 M m 3 < 0 2 0 E © a < \ ;/ 2 \ S �r 6 = ,2 J E k �» ) B ) o �+ E ;E o ; ƒ o \ E o ; / 0 0 \ o ; \ 0 / t ^ L o E % _ E a) � /E L » ƒ \ E 7 > 0 e CD C) o > / \ E / fu 2 /E < _ k§ 223 � 0 ƒ § a � CD / t t / y '� m o e % coJ CD o § o 0 0 0 0 / ¥ § » z a 7 t E 2 E / / in } % ¥ m 2 = C k \ / / \ u 0 0 0 0 0 ( D / u / a o 0 0 0 0 7 \ E m ■ � 4) o 0 0 0 0 >:7 C I % \ � k 5 �2 0 2 .0 S E § 7 < E u .0 7 n k k ./ + 2 \ R 2 = rL 0 / \ \ \ / \ K .3 2 S , a) ° / ƒ 7 0 \ � * E \ ® 7 § \ { - q2a G5 �a», �9° ± a w \ 2 z e I § R .E 2 \ % 2 6 & = a 'j» � < E E - .0 / \ $ \ \ & 2 ;? s e �a) B ) a ƒ ILc 0 0 0 0 0 0 0 0 0 0 0 cm > K k p ;� _ e = c c m 2 3 / / a 0 0 0 0 0 0 0 0 0 0 0 \ e k / \ 8 / \ \ 2 k _ E o 0 0 0 0 0 0 0 0 0 0 0 co 0 \ � o \ / § I 0 ¥ = m 5 2 0 0 0 0 0 0 0 0 0 0 0 0 .E co co � $ 2 n _ e k k \ q 0 7 E w t \ » o E \ / o 0 00 0 0 0 0 00 0 0 0 §� / / a) § § ƒ E< # f / � + / / % >- 2 2 )CO 2 0 a 3 a _ 2 / § \ f a/ G / I o 0 0 0 0 0 0 0 0 0 0 0 /_ / / E/=/ < �_ 0 fu E k : k / a \ a) 2 E0 ® 2 0 0 0 0 0 0 0 0 0 0 0 0 / \ § D / ƒ \ o \ / / t \ / o o § ƒ m E C ro » ' ' a) Q 3 > o 0 0 0 0 0 0 0 0 0 0 0 / § / / 2 3 $ / ¥ / = E .@ E _ _ E d % \ § 7 a) \ % ¥ a) \ { Cl) * co a u k s m e \ ) m / / a) 4� G j < a) 2 3 < 2 \ n \_ = e 0 I coc % - © 0 / o e / - % E a) � k , & o ® ¥ ® g \ § / k /k \ / E � \ \ / / g .. ¥ 3 3 u m I 2 '> = T 2 4 I > L _ 0 = 4 4 U ® > CL 2mC: k / .< \ M / \ / k z / z z ./ \ 2 \ k © E z m z m \ M �< c \ _ CO a = z 2 9 ° g @ \ @ 2 q + ;U \ / $ o / ' k �g E % < o < G < = 7 'D §� k \ j E k = 2 = E 2 9 f .0 + * 0 > / . � o - s « 2 2 g < g § _ .O k , 2 = -0 5 = = o .I o & e r �? S E ± m = ° _ / _ _ ;U ® -- 5 - E C / « ° '- 2 ® 2 = \ ,2 3 ± ' $ 2 2 = - S ® § f § § f { » £ = g e 2 « ® / E 2 ° t ° * 4) < LL® 2 ' E_ § 2 0 ° \ a g a ° 2 ° F \ �0 9° @ / 3 � k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 M m 3 < 0 2 0 E © a \ ;/ 2 \ S �r 6 = ,2 J E k �» / \ $ I ;? ) B ) _ .+ E ;E o / \ E ; e ; 0 0 o \ 2 � q � \ \ / t / § ; 0 E % ® co > 0 / / o o / o I / \ 0 § E « E O k a ƒ 2 \ 2 0 C: \ ; E § t t / o .� m o \ 5 E J o o § o o o y 3 o = ¥ E § » z fa a § \ \ E / E o E U -0 \ 3 % ¥ m 2 = C k \ / / \ / 0 0 0 0 0 ( D / u / a o 0 0 0 0 7 \ E m ■ � o 0 0 0 0 G 7 C I % \ � k 5 �2 $ 2 .2 S E § 7 < E u .0 7 n k k ./ + 2 0 R 2 = CL '0 / \ \ \ / \ K .3 % 2 .. ) ° / 0 * E \ ® 7 § 0 { — q4a G5 �/ , p9° ± a w \ = z e I c § R .E \ ? a) = o ,n J E 2 s E 2 r .» / \ \ \ E % & 2 ;\ 5 e �+ ) B ) a QIL 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m = / § CL % e / / IL CD a o 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 § f 12, \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = J § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ Ch E a) Co 2 c E > 2 # 2 =2 6 < c o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e & �_I / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 = 2 / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ m / \ \ / t \ U o o 2 ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 Ln¥ » m 2 0 t E 2 E 2 / E £ e \ /° E £ m\ / \a) / co \ k n E m / c E ± a) a o co .> < = 2 0 / O & 2 \ z / m $ CD \ k D 2 3 . 2 § no \ / co / \ v _/ \ / m E $ a ® ) \ » / 0 / \ » ] \ \ \ k 0 / \ - @ .. E � / / ƒ ¥ © ¥ 3 / w Cl) a2 24 I LU } § e± = 4 4 = a _) = / _ / / FE ] E 2 6 / e 2 ./ % \ a n . % 7 2 z \ z 4 z .2 = I � 2 e ±n = § $ = e = _ _ .O \ f7 CL / u k E k J ) 2 § J �\ c r = w r a - ± z 0 9 ° g @ \ @ 2 q + ;U a c = # w � a ± e . § _ '_ D o = _ - M � _ @ ± o a G a = _ a o = o 7 2 e c 9 E = 2 a E 2 7 J .0 * ¥ ; ƒS to s « 2 2 g < g § Z �O k , 2 = 5 - 5 = = o .I o & e CL S E ± m = ° _ / _ _ ;U ® -- eco « ° % ) ® 2 = t .Z 3 ± ' $ 2 - S ® § f § § = Q » LL £ e 2 « ® / E 2 ° t ° * � « ® 2 ' E$ § 2 C ° \ a g 2 ° 2 ° m \ �0 9° @ / 3 k ae 2 2 0 E 4 5 < < z < < mƒ�o < 3 '/ », a 2 M m 3 < 0 / \ � © a < \ ;/ 2 \ S �r 6 = ,2 J E k �» / \ $ ;? m , / B ) o �+ E ;E ~ k 0 \ k CD \ 0 \ CD f ; / e ; q � t 0 o E % o \ ) / t ƒ \ Ln E \ > 0 e CD C % > 2 0 / / " a- ( _ § f kcn � CD, . CD ƒ C: � / \ t t / y o e % J o o o co ¥ E § » a § \ \ / fa E E o E 7 \ 02 / 2 \ � k § ® / / \ / o 0 0 0 0 ( ƒ S m 2 / k E / \ C o 0 0 00 \ E / a) \ � ® G CD 0 0 0 0 G% c C c d § \ \ $ 0CL .2 5 2 ' / m .O \ § C: �\ E u t .0 7 % k k E ./ + 2 \ R 2 = rL 0 / \ \ \ / \ K .3 Q) S ,2 a) ° / ƒ 7 0 \ � * E ° § { — qea G5\ \ \ �.E(7», �9 ± w = z e I § R / 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ $ \ \ & 2 ;? j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m = .I 0 / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / co / o 0 00 0 0 0 0 00 0 0 _ § le t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E �> 0 # 2 =2 0 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E 2 E £ e E / E / m \ Co / % ¥ 2 / < 2 / / \ � / & > \ B $ / / / / \ k no } \ k = 2 CO 2 j 0 \ f \ ƒ / o / o e Cl) z m $ a / ) \ \ » = c �It / m ¥ » 0 \ \ / LO k $ /L » < � _ � .. E I -0 L- CD -0 u m 2 '> = 2 4 I ± I « e = = 4 4 / §/ �\ TW>a } / k / .< \ E o o e ,Q § % e } f ƒ \ 2 4 k .f O 0 t0 e \ _ © $ = I = ® _ / = E \ > k E .. �\ \ o E / E a = z29 ° g @ \ @ 2q + ;U D o w = _ - $ �� % ± o \ G a = 7 '� a o = o Q e 2 e 2 § 9 E = 2 = E 2 9 J .0 * ¥ ; ƒ% to s « 2 2 g < g § Z O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � / « 0 % ) 3 ± ' $ 2 = - 0 ® § f § § » LL £ = g e 2 « ® / 3 E 2 ° t ° * 2 « ® 2 ' E_ § 2 0 ° M \ a g 5 ° 2 ° \ �0 9° @ / 3 0 a E 2 2 0 0 E 4 5 < < z < < mƒ�? / 3 '/ », a 2 2 m 3 k E 0 / 0 E © a \ ;/ 2 \ 7 �r 6 = ,2 J E \ �0 / \ CD / E ;S m , / B ) o �+ E ;E o ; ƒ £ CDE 0 / 0 0 \ 2 0 & � q oCL § t ) § / / § % ® ? % > 0 / / CD C { o I / 0 § § / « / k -CO: "0O 2 m 2 - 0 AR,ƒ § a � / \ t t / y '� m o e 5 % co w o o § ¥ § » z a 7 t [ 2 2 / / % \ } % ¥ m 2 = k m / / \ / 0 0 0 0 0 ( D / u / a o 0 0 0 0 7 \ E m ■ � o 0 0 0 0 G 7 D I % \ � k 5 �2 0 2 .2 S E § 7 < E u .0 7 n k k ./ 0 + 2 \ R 2 = CL '0 f \ \ \ / \ K .3 �� ± f G = J � S ,2 2 ° / 0 7 \ \ g * E \ ® 7 § \ { - qaa G5 �/ �a» ± a w \ = z e I § CDE « » C ;� 2 \ % 2 6 & = a 0 'j» � / CD - / § CN N '» - 1-1Ln - a 0) ® ® .7 �+ ) (U ) a Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q ) m co / § CL / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ cc ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 � # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > I_I / \ \ \ O < I I / \ / f % E ± 2 _ § 2 f a a 7 ) 2 -0 C / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / k / ƒ \ \ E \ \ / t \ U o o % k ƒ mEg \ $ : / J @ o 0 0 0 0 0 0 0 0 0 0 0 ¥ E » 2 Q / / E 2 fa E n = o \ E .@ E § ? % / e / / % \ S ® 2 % ¥ $ / 0') » co 2 CL / k > / B $ / / / < \ k / k } \ § = 2 3 f no § 0 cn $ R # E 2 u _� \ / ƒ $ a E ) \ » _ / U) * ] R 'E { o e 5 2 2 0) , ) C O CC / E CO CD ƒ ] k d > f k 0 § 4 4 g > I . » } - / k / :< \ M / k ./ O = i E \ ® 7 ° $ E E § \ § .� c \ \ ) 2 / § J z k 0 ] \ ƒ \ f \ § ;f �§��� D o w = , $ � CL± e = ƒ % < / < @ a 7 '_ a o = o 2 e 9\ § E = 2 = E 2 9 J .0 + * 0 ; ƒ% to s « 2 2 g < g § Z �O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % 2 ® 2 - = \ ,2 3 ± ' $ 2 = - 0 ® § f § § E - ) �� £ = g r e 2 « ® / E 2 ° t ° * « ® 2 LL' E_ § 2 ° \ a g m ° 2 ° \ �0 9° @ / 3 � 0 a E 2 2 0 0 M E 4 5 k / } / / mƒ�0 < 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ / ;\ / (U (U '+ E ;2 3 p .I o ; o ; 0 0 / / & o / t / § E � ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E « a § 2 / k / o = 3 0 — _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & \ o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ 0 / :< ,2 0 w / .0 \ E ./ E ���7 $ \ ± / '_ E 0 k s '.0 + 2 0) R 7 = ° i » _0 3 0 0 E E �I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 a) a) 0 a) 0 0 § -Fa ( \ / aoe 25 �;nP° L a w - = z e I E o .\ « z ;� \ 2 2 (D c \ \ \ © �§ J E ƒ E - .0 / \ m / e e 2 2 n 2 0 .r / a / a \ % 0 0 0 0 0 0 0 0 0 0 0 0 0 .\ 3 / 2 \ ) / CL m .CL 0 \ \ k � / \ IL 0 0 0 0 0 0 0 0 0 0 0 z � 7 � \ 8 / ] / 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t / % / o 0 0 0 0 0 0 0 0 0 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ Ch E Qq m = 2 c E > 0 f # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > / \ \ \ " O < I I / \ / f % E ± 2 _ § 2 f a a 7 ) / E © f u o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ m / \ \ / t \ / o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' E¥ = » z m 2 \ E l f o f ¥ e E / \ m \ Co / % ¥ 2 / \ 0) / / \ � k < _ o u • m o 2 m o E a) 4> G \ $ % 3 E 9 k � / \ _ § 2 \ o / \ ¥ = o = o e \ \ k $ a § \ < » m / \ » 0 / < \ / \ a ¥ 3 3 3 ƒ s \/ 74 I > ± m § 0 = 4 4 U ® ¢ 2 » } / k / .< % / \ r \ FE \ ƒ 2 z \ z / z ./ _ 0 = 3 e ±n = § $ = e = 4 = .O 0 k 7 CL / \ k E k J 2 § J �\ \ n E % % a 2 z 2 9 ° g @ \ @ 2 q + ;U \ / E o {7 ' M S ) F 0 a G a = 7 'u § G 2 e \ _ 9 E = 2 a E 2 7 J .0 + * ¥ ; 7® to s « 2 2 g < g § Z �O k , 2 = -0 o & e CL S E ± m = ° _ / _ _ ;U ® -- e � e « 0 % ) ® 2 = t .z 3 ± ' $ 2 2 1 - 0 ® § f § � § = Q f { » £ _ % e 2 « ® / E 2 ° t ° * « ® 2 ' LL E$ r § 2 C ° \ a g T ° 2 ° m L \ �0 9° @ / 0 k ae 2 2 0 0 E 4 5 < < z < < m ƒ�o < 3 '/ », a 2 2 m -i k o / \ � © a \ ;/ % C) ;n < ± '2 / \ / ;\ / (U (U '+ E ;E o ; o ; 0 0 / / & o / t / § E � ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / _0 0) 0 — _ _ -0 � o co/ § fa § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ E & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 �f \ ./ E ���7 $ \ ± / '_ E 0 ins '.0 + 2 0) R 7 = =No ° i » _0 3 0 0 E E �I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 0 a) 0 a) 0 0 § -Fa ( \ / a27 25 �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 'j» � J E E - .0 / \ Ln 2 \ 0) & 2 LO ;g j_ a Q IL 0 �+ ) B ) 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 2 # 2 =2 6 < c o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e > �_� / \ \ u O < II / \ / f % E ± 2 _ § 2 f a a 0 = / E © f u 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mE0 \ , ' Ln 3 ( z o 0 0 0 0 0 0 0 0 0 0 0 § / fa � / \ E .@ E § k % Co e E / % \ 5 0 m a g r % ¥ a) r 2 \ \ / & > U _ \ B $ ± m = m 2 / O & 2 \ e 2 k $ \ k = no 2 3 \ \ 0 \ - = I o 2 o e _ k j ) 2 a / ) C _ ® * -a @ ® ¥ * y ( / § e f 3 u \ E / f / - E E C m CD ƒ ] ¥ 3 3 = 4 I / w 2: k 07 § 4 4 g > I . \ \ 00 \ / f z \ Z z ./ O = i % E \ ® 7 ° $ E E § \ § .� \ \ E \ \ / § LL z k \ ] \ \ \ f \ § ;f D o w = , $ .g ± e % a o = o Q 7 2 e 2 § 9 E = 2 = * ¥ ; ƒ% to s « 2 2 g < g § Z O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % 2 ® - 2 - = \ ,2 3 ± ' $ 2 = - 0 ® § f § § E - ) �� £ = g r e 2 « ® / E 2 ° t ° * « ® 2 LL' E_ § 2 ° \ a g m ° 2 ° M \ �0 9° @ / 3 0 a E 2 2 0 0 M E 4 5 k / } / / mƒ�0 < 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ / ;\ / (U (U '+ E ;2 3 p .I o ; o ; 0 0 / / & o / t / § E � ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 � 0 — _ _ -0o ® / § fa § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 f w / .0 \ ./ E ���7 $ \ ± / '_ E 0 ins '.0 + 2 0) R 7 = =No ° i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 a) a) 0 a) 0 0 § -Fa ( \ / a47 25 �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ b \ 0) & 2 ;2 j_ a Q IL 0 �+ ) B ) 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co / § CL / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_I / \ ) \ O < I I / \ / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 ra � \ S / 'r co E ( � t D / 0 / k \ s / 0 _ 2 3 E C I E ' 3 � \ _ o 0 0 0 0 0 0 0 0 0 0 0 Ln§ / / 3 2 2 ] \ E .@ E § co ? % Co CD e E / % \ 5 § G m ® 0 LO 2 2 co 2 < . \ u k � m R m / / � 4� G m / 2 $ 2 / O & \ § e k $ \ § = 2 c 2 no E 0 \ \ ° \E \ E ) % m\ » < O / m ¥ » 0 0) / ƒ ƒ \ 0 2 / \ E � / / / .. -0 k k / b / { 77 § 4 4 _ 6 » } / k / .< \ \ \ ƒ - / \ $ / / ./ 0 ® e ) _ ) $ = i = 4 = .O \ CL / > r .. �\ ± = e g @ a @ 2 q + ;U \ \ \ � \ ` w �CL [ ± \ k \ \ / / / / \ ./ + * ¥ ; ƒ% I0 s « m 2 g < m § Z .O k , 2 = 5 -- 5 = _0 o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e CO / « 0 % 2 ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® m f § m ° ) �� f { % . ' e 4 LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 0 k a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ / ;\ / (U (U '+ E ;2 3 p .I o ; o ; 0 0 / / & o / t / § E � ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E « a § 2 / k / o = 3 0 - _ _ -0 � o ® / § faU § / _0_6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & \ o 0 0 0 0 = _ En & ) / 0 / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ 0 / :< ,2 0 w / .0 \ E ./ E ���7 $ \ ± / '_ E 0 k s '.0 + 2 0) R 7 = ° i » _0 3 0 0 E E �I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� 0 ( 0 \ 0 0 § \ ( \ / aBe 25 �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 G 6 & = a 'j» � < E E - .0 / \ ƒ \ 0) & 2 ;2 j_ a Q IL 0 �+ ) B ) 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL .I 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E m L t � / \ 2 / o 0 0 0 0 0 0 0 0 0 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > I / \ \ u O < II / \ / f % E ± 2 _ § 2 f a a 7 ) / E © f u o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o 2 ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ 4-12 E 2 E £ e E / E \ m $ / \ % ¥ ) / \ e / / (D � k ) = \ •� / :> § E 2 2 $ / f & E k } \ k « a 7 = 2 CO ! \ 0 / no \ / E \ J v co \ / k e 2 _ ® n / U) / ^ ] ( / / g § e f 3 7 \ E J & V O 2E E i E % f 3 u m '> _ \ E m > � \ � § 0 = 4 4 g > _/ . & » } / k / .< \ \ \ 0) \ f z \ z Z ./ O = m § E \ ± 7 ° $ E Ems § \ § .� / r 0 _ > _ E _ _ �< \ o E % E C a = z 2 9 ° g @ \ @ 2 q + ;U = _ - $ ® f % < o < G a = 7 'D J a o = o e 2 e 3\ 0 E = 2 = E 2 9 J .0 * 0 ; ƒ% to s « 2 2 g < g § Z �O k , ) = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e C / « 0 '- 2 3 ± ' $ 2 2 = - S ® § f § § f { % . ' e » £ = g e 2 « ® / E 2 ° t ° * 4) < LL® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 � k a E 2 2 0 0M E 4 5 k / } / / mƒ�? / 3 '/ », a 2 M m 3 < 0 2 0 E © a < \ ;/ % C) ;n < ± '2 / \ 2 ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 / / & o / t / § E L ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 0 — _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 \ ./ E ���7 $ \ ± / '_ E 0 in s .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 \ f �� a) 0 a) 0 0 0 -Fa ( \ / aae 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � / CD - / § CN N '» 0) ® ® .E �+ ) (U ) a Q IL 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I 0 / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t E % E » / f / E e u 0 = \ _ _ © E Lh >- = 3 5 = o N 2 e ƒ \ uh E m Co2 E > 0 � co2 =20 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) / E © cu f u o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o % k ƒ mEg \ , ' a) w 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » 2 m ] 6 2 / \ E 2 E / 0 % Co _ o c E 7 % E m a r \ / 2 $ \ \ ( / / \ a a) k � \ _0 m / c E ± m O = $ c > ® ° 2 % 3 < \ k \ / \ = 2 co o 0 0 5 \ / E \ / v / \ / m J 2 E ) CN C ) » ) 5 / m ¥ » g \ a) \ ƒ \ \� cu / \ E � _ CD / / .. a k k b = 0 § 4 4 / > \ 2 �� a » _ / _ e < E } - 6 TW>a 2 0 / e 2 .< % ± E / e > f z \ 2 4 k ./ 0 ' n e ° _ _ © $ _ _ ® _ / \ f% \ k © k \ § J �\ c r = r c a = LL z 2 9 ° g @ a@ 2 q 0 ;U \ \ \ o \/ k -.Si % ± o \ G a = 7 'u 0§� k \ j E k = 2 = E 2 9 f .0 + * ¥ > / . � o s « 2 2 g < g § _ O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « ° % ) ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § » LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ r § 2 0 ° \ a g 5 ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ % C) ;n < ± '2 / \ q ;\ / a) � '+ ;2 3 E p a .I o ; o ; 0 0 / / & o / t / § E L ¥ f \ Ln E > 0 = @ CD 0 o > -9 E fu f 0) E < a § 2 / k / o = 3 0 — _ _ -0 � o ® / § faU § _ / _0 6 s E ƒ = o o 0 0 0 0 0 0 § 0 E < / \ 2 0 F \ E \ / 2 / � k ° o / 4 .2 / / 0 & < o 0 0 0 0 = _ En & ) 0 / / 0) o 0 0 0 0 / E � 2 0 0 0 0 0 / ¥ / .< ,2 \ ./ E ���7 $ \ ± / '_ E 0 ins .0 + x. 2 0) R 7 = ° 'O i » _0 3 0 0 E E :I ° \ S n > \ 0 = 'U \ �� n 6 g _ $ R u \ ,2 2 ° E ƒ 7 5 ( 0 \ 0 0 0 \ ( \ / eoe 25 �/ �;nP° L a w - = z e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ ro \ \ & 2 ;2 j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I / § CL / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 a # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ cu E \ \ / t \ / o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » 2 fa L) 0)m 2 / t 2 E 2 E £ E CD / % \ \ E ) $ / 2 % ¥ a) a r S w / CD C k < _ C) u m a O 2 m 4 c £ ± m o co0) .> < 7 0 / 3 / \ 2 5 m $ \ k D 2 3 2 m 0 .0 / E < \ 0 / \ / m f $ a / ) \ ) ƒ -0 2 / m ¥ » g E / o /3 u \ E I 0 O — 2 / 2 E o $ \ ƒ ] © b3 / u m m .> -0 2 4 I ± _ e = = 4 4 / / 2 0 �� a » _ / _ % \ / � \ > ƒ - \ \ / / \ ./ ) _ _ D $ = i = 4 = .O / \ } \ / > © c k � + § J �\ c r = e c a = z 0 9 ° g @ a@ 2 q + ;U \ \ \ o \/ k �g % < o < G < = c '� CL 5 - k \ j E k = 2 = E 2 9 f .0 + * ¥ > / . � o s « 2 2 g < g § _ �O k , 2 = 70 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % ) ® 2 = \ ,2 3 ± ' $ 2 2 = - S ® § f § § f { % . 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N � c`no � Ewo6oio U) U � L O cn :a c p Q O Q a) j U T 0 .1;7,U-0 (n - Q a) E O-'V -O E >, = c E N 06 c > ; U LL U) O U O E E +� O > N a) > U > Q O a7 C. O N > N N O M _C d Ln rcn (6 N LL > _ O aD c p N N ' c > O >,U c p � LL z +�•' Z .. a) U p O U U;U m CL i E O co.N O N co m \NG 1 0 0 co a ai a? cu co a� � a) U) w H — Co s a) Q O Q 'U Js N�� N o co O c m � 0'S � cz> Nm � a� y E c c c E ZO * ap d p � o 07 c � � o c Q Q m m co Q;O C. O �� i c > > p c O Q U 3 C1 C� E 5 (o C c a) M.U r- �� 7 �. Q cn N X N O U U w � i O O- co U (6 pp (6 0 0 a) O Q d V h c ns c t ,z Q ++ (,) C LL Q a)LL c cn c L a) /n C) N a) Q a) w � C i j i c �1 1 6 m u o — o) (D a) a) ' b * P m Q > nz a) .� _ C m w CLQ m6 02 c—�a;M ado S t9G ; m ° n _ H m Q Q Z Q Q m' n Pto oc `no LLH � t ao� Il a CL d J Q � 2 \ S �n 6 = ,2 < E \ .\ / \ 2 I ;2 it / k / CD C / ;\ c R a .I 0 7 0 0 $ c 0 0 0 0 0 ; 0 0 0 0 0 0 / � o 0 0 0 0 E / § / E % ® > 0 / / o 0 0 0 0 0 § 0 0 o c e � _ E aOL )§ C) E < k k ƒ k \ 2 -0 C 2 0 0 0 0 0 » 7 k � _ � \ [ § f ) \ ( ( \ t t / = > ( 5 = Ma m o C = E $ E0 _ $ \ J 04 u o 0 0 0 0 0 \ o 0 0 / \ \ \ 7 7 0 2 ; a 2g = = m E 2 / / CL 2 6 3 t E2 E � ¥ 7 % % Eu / % 22 \ \ E % ¥ (V 2 /� - 2 ESk / 3 \ ) f � E � 4> cn a) e / g & / \ 2 0 0 0 0 0 / /// \ R / S ) \ \ 272) 7 / j o 0 0 0 0 7 � CL / / k & ) r _ = a J % E a) & � § CD CD CD CD o � m m / o » ( ° _ E Q E £ �aa = .< Q z ( \ \ ( ( :0 } . \ k CV 9 ) \ ,< § » § § So\oo \ .0 § G J $ .. 2 f \ J 7 9 k ® \\\ / .0 .0 / % z / a) co / \ K .0 z _ \ k g = e _ _ t 2 . k ° * \ \ 2 }\ ƒ -k ( Q « » Cj +Ba G5/ § &< < I 0 a E > z 5, t9 / / � ;� 2 E G �n / 2 2 ) a LC) E coa) » 2 2 J '2 O / / §|/ 6 .» / \ ƒ \ 0 7 ;$ ) B \ / = 2 \ g $ # o 0 0 0 o � \ % E m ® a) a ;_ O Q ) f s / E .I 0 \ cn 2� § ƒ .0 \ 2 IL _ f E 7 2 o r o 3 . a b 6 3 E - Q L / - rkk o = o \ E & � 2 0 0 0 0 0 0 0 0 0 0 ; 1 � @ g cm a- ? ° ƒ G I 0 m � + _ . _| e E \ E m � 2 2 0 0 0 0 0 0 0 0 0 0 ; @ @ g g 2 / / ƒ \ = e = e g g . & g4 0� « ¥ g ! r » o 0 0 CD - _ =a = = g q .- 0 0 0 0 0 0 0 0 0 0 ; r-jo o m m o # E % \ M .g� G \ / } E a) ± u 5 ± sCD S 5 \ ® I n » ® w =y G E 0 & 6 4) 2 \ E = o E r _ E > 0 f # 2 5 9 / % <| § _ o o 0 0 0 0 0 0 o o � 0 0 0 & E > / 2 \ 2 3 \ \ a o < 30 2 / 7co fu / k E « \ a a \o $\ ±kk \ ƒZO o _O = o = E 7 / / \ \ � $ o j m e 7 m / 0 0 0 0 0 0 0 0 0 0 � 2 Efa / / o o CwL o k E : \ / / � 0u \ 0 ¥ [ 2.2 � 7 e = Co M 3 _ o 0 0 0 0 0 0 0 0 0 . \ Q / 2 2 C)0 _ ¥ E _ � 2 m ngty 2 E 2 1 a) = E2 E / £ > > 6 = ) Eu �� LO k Lo / \ \ \ -7 0) CD 0 � S c � \ ) 2 2 �g \ e m k k \\< M0 \\ } f »§ a)u $ - // 0C 4 / \ ^ 2 C) a) CIA ) f k \ E 2 \ 2% m \ m _ @ ® $ / a / / / � $S � a ( 3 m I °= _ _ ƒ 9 k \ 7 &�� § 4 4 / k 2 g 7 E 2 \ _ \ / k > '« y = o / \ £ \ \ } \E ƒ 3 z \ z \ / ./ ƒ g s e / n5 ± / = E 3 . = j C 4 c .O e E / \ / 3 ) \ � Ea { / J ` § J .\ a \ = u 0 »E - ± z a g - © g @ / \ 2 @ .0 � � / S 2 E3 P $ 2 m § � / �� E � � M % \ 3a @a . '� + * ¥ a o = o « ) ) \ 0 )/ E @ % < $ \ \ < m .0 ± � § e cn CL 777 � a u ° CL E 3 = eaa = = e .I a __ e c .- k � § \ / ® � � ) � k �k �= ± - m = � 2 u _ _ _ _ ' = s , _ $ E otfn _ m ° ` § / \/ / 2 E k ° 7 f f f $ 7 5 E ; $ 7 v 2 § / » 7 E:f g = u o _ 0 = G / / ( » ® & * f m 2 = £ _� u = = c co a � I = a = 7 E �J7J s E � ;r �Q», a°° ƒ k f \ k / / } \ \k / 2 \ m < < z < < I < 3 �/ 2 \ � �n 6 = ,2 < E % .\ / \ / 0 ;0 / E / 0 CD � a) 0) c R .I 0 o p C14 0 0 0 ; / � o 0 0 E / fa § / E % ® > 0 / / o 0 0 0 ¥ 0 0 o c 2 a) k / / -CO: 2" ( _ k = -0 CL2 0 0 0 ¥ \ � � a U / / / 2 -a E § t t / E\ E% ¥ \ � m k 55 § } 5 o E o ? § 0 % % C) p a a) r I ) g o 0 0 0 U) � a = _ = w ¥ E = � 2 e \ a)- ^ E2 � � mg = 2 » t E 2 E @� 2 � k roc \��= 0 44 % /ƒ ¥ : = m2 = _ _ / / 0) cy') \ f % � 00000 %/ » » \/ / < k352 7J7 / / c = � _ _ ° U 770 7 t00000 \2z « / k $ m m co » � I _ \ j \\\\ � 00000 = = n = a / Q 0 U) t E § = § §n . o g , ,< » = E u �=�� / .0 7 % k ®\ 7 \ / �U + * ¥ a 2 R R 2 > '0 / _ k \ \ / 0 k '3 z = Q a _0 _ u 22 _ E ƒ * \ M( �/Cj\ k § ; &i'5, U w - = z g« a ;0- M O C) p) L M M N N O .0 � Ch CO) ;M �_ E w O > E L a) a) a) N O l a U CO CD CD CD CD a) fB f6 C (D Ccu m O O_ 0 N N m @ y L a) (LO L cu a� m O 21, i ate'" U (n d N coN CD CD C)C O O N's m > 2 O U U)Z �U 7 V T�a�-) CCCLO NmUa) C-6 _ Q W)L) m p a) a) cA o _�p (n� E � � U 0 C) 0 0 0 0 0 a) a) to C) N m L cn �—_ O to Q CZ ^ O = (6 L � c Co H a) m @ E =� ap -0-0 m � U) C O O O 0 0 0 0 o a) aa)) =)cn U) E m co 30 3 cu c jai O)o M cam) ~ a) -0UC9 c� pay c _ - p L >'; -E i6 N 'j 10 O �' E a) O co p> O O O — aE > C ) m � CL m -a 0 0 U 0 0 0 0 0 0 0 ; U 2 c Y - cn E m E C i U '> = Co a) a) V) M) m a) m (6 - T U a) Q a) >, �O'O L C6•- 'O O '� O N N N a) � o E > a U O m•= a) - OL m 0 b9 fA U C 7 .gym O I Q 0 0 0 0 0 0 0 Q O p1 •> N O Co U)-pp vi m a U 'O c_6 a) 6 o U Q co'> � m o 0 CU � _ C D a L) c fl a) � co E Q c6 c •E E LL p "0O � N 0 (D (D.0 O a) C C -0 a � 0 o x a� o U) U `° L 0 0 O O 0 0 0 o a) E E C p� c r � U d m E cn E c T L a O O � cm ° cQU c o � a CL p o ° >c a 0 = 3 = E a) Q U a) �c E� 0 0 0 0 0 0 0 ; o Ln z > C m U) c -0c cu E o amp) ��'cn � H C E E > 0) � U in E m O <n cc6 m C) - o5 m U Lo o + a Z mE -aYo amu) CD U E C a) CD 0) > � 3 O � mom 0m.o a) 4- L U U 0 Q a) m m CUa � � : N D ('� O E O C > ' W m O_ V '� a) U E � to Y p N U > O (nE wam c: c o O U ++ N a) U a) N — a) a) N No _0E o U � } a) N U O a) c o 2 ".' -p U d O Q N CIJ Q> a) co o p m N a i � >L U L_ � O a)L O U E a m - a w U L a) 0) a) a) m m xf m a) = a) _ w C -a a) a) a) U a) O_ w a) Q a) a) m V O >, y m `� m -0 (o n y _ � mEE - z U Z Z L � r m O CL O U) cu C C 0m '06a) O O a)o '� a) CD r m a m . 2 (n (n N -0 m 0 U U)-O O R E O C m Y s Q N N ' C i m a) C (n E -p O)a) LL z +' t .. 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Z w > r c w 0Ycna� a Esc n m Q cmi = a_ Q r+ C) C � LL Q O m C U U p V 0 y a) Q a) .a)+ � m Q > o a � � .E .o .� co 0 QCD c m w a d � � � m m m nAN� C9 ;B o '= m oL me �c�cc� U H o m Q7Q< Z Q Q a s cn J Q 5 0 = H -r- HOH 0HHU LL IL 2 \ 7 �n 6 = ,2 < E k .\ / \ / I ;p / CU E / o r CD CDC �\ c R .I o CO o o $ 0 0 0 0 0 0 ; 0 0 0 0 0 0 0 /� o 0 0 0 0 0 / Q) / ra § E » § ƒ \ � E 2 > 0 e o 0 0 0 0 0 0 \ > -Z, 0 ) § C) E a- « 2 k \ � � � O / cn \ 2 E / � o 0 0 0 0 o E2 3 { _ \ [ § � f 7 \ 7/ 7 t t / @eEG = / / / ? § o = 0 0 o a 7 2 / ) \ I ) g o 0 0 0 0 0 0 0 # G L) ] % _ ¥ _ 2 2 e \ k- 3 2 E2 � _ = 3 \ E2 E oc E _ = m R / / \ \ \ \ � u • _ E _ = > � E � � 2 = 2 / e / O & < ( o 0 0 0 0 = 3 = n = « g 7279 » \ d 7r ) d ° R E _ _ ® \ \ 27 -0 -2 -0-0 / o 0 0 0 0 7 � \ � / 0 &2 && Cl) g � E ° m = & 0 § CD CD CD o CDm £ m m / / a) » � _ _ = o £ 32 o E3 � ®® _ 4z C: � $ � k \ \ \ .2 = f $ m § =g / ;U 0 / \ 3 = f G /22/ o '_ e2 = a T ¥ \ 2 ! « Nn# e �U + * ¥ < q a 7 ° R ° > '0 f- \ k � k ) � \ 0 t .3 z �� ± _ _ % 2 B = e _ _ 2 S ,2 E @ -e . W _ / ° f o I «_ E E t [ e 7 / ) ® % * 7 E s n o 2 L # \ o § o m Cj moa G5 �r i'», �9 I < 3 < I � = a = _ > z e I § d / .E < » I C ;� 2 / Cc li \ L .n J E » C,4 N '2 O E 3 L ;» / \ m > m e _ ,n w 2 ;w / E / } �$� / § o % CD 0 0 0 0 0 CD �/ c Q \ e m 0 E \ § (0 CL \ C 7 S 3 (D o 0 0 0 0 2 0 / a) ƒ ¥ Cl) f \ Q / / C » 3 ® Ln _ _ / o 0 0 0 0 00 0 0 0 0 ' a = 2 \ 2 \ ; E E o \ coo 0 0 0 0 0 0 0 0 0 0 ' @ o = \ & / S 3 : / § e = 2 « oLo ° = / / ƒ \IQi. 2 0 0 0 0 0 0 0 0 0 0 0 t ^ \ ( \ 0 - \: ® G E % 3f - »EYw \ C E / E % -0k \\k k 0 4oL 3 > 0 / / ) \ \ ? \/ / J I _ o 0 0 0 0 0 0 0 0 0 0 ; = o m = 3 / / / \ / $ §fa ) § S 7 o § c E < 2a £ ± § @ : O 3g22 _ § ƒ 2 a a 0 co{ 2 � 2 / § / 7ƒE Z 2 cc 0 0 0 0 0 0 0 0 0 ' ra fa 2 ( < a) 0J �7 E E ( t D 0 / k \\ \ $ \ \ fi t k G (D cn K Z e O eR = Q \ L / E / DE - E 0 0 0 0 0 0 0 0 0 0 0 ' ° E / / E 9 (\ = e / t E 2 E 0 3 / g / / § o E / % \ I e ¥7 £ O 2 % 0 $ / z 7/ % 2 2 o 2 /fo 3 \ B /\ ( \ % 3 \ 0 k \ 0)\ \ \ = 2 3 / o = g = = \ o = ® / cog Q \{ \ j 4 / § e $ a 4�e m ) \ _ % 0 / E m ® & » ] e o 0 @ /5m = 2 _ \ / 04 \ § \ \ / L: \ , _ $» » E ¥ � 3 / / 7 2 9 \2 / 2 4 I G � _ ` /If ° � f 4 4 m a) °° m � = k � 2 � > g \ E co E $ y 2 m / % % 2 ' m e Co 0 + c z o z $ z .2 ƒ 2 j m 0)-se co 7 m 2 $ = a c 4 = .O , E = E 2 3 2 E _ E r / J > J § J .. �< a s ) o ® a E z a 9 . e g q e q g q + .0 / S g = ^ ; $ / = e � I . 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N o c0 O > m o c a) y E c c c E c U Q L.a`ni ° I c a m m m Q m Ok > $ c O ohm ° c a) a m 2 m � Q m E Q o ° o w LL a E � oia o O y a°) Q :? c ° �ca, 3 , _ m m E o m 6 °ic�2 E o ado Sn P to t9 0 0 $ o ° y a�i c>o a0i U H c m Q Q Z Q Q m Q 0 ;a d d _ cn J Q _ _ m(n Q c LL a 2 \ � �n 6 = ,2 < E % .\ ) B ) o o C + E ;2 k p .I 0 0 C14 0 0 0 ; / � o 0 0 5 > 0 / / o 0 0 0 o / / \ f § « _ -CO: 2 "0k 0 ƒ E k ( < o 0 0 \ t t / E o = % J o 0 0 0 § ® = 2 c C a \ ^ \ g 0 / � a / \ / / CR \ E .@E � 77 \ \ 7 / d % \ 333 -0-0 -0 -0-0-0 -0 -0 = emu@ _ § % # ] o / / % 2\33 s / g & < o 0 0 0 0 M7 ƒƒ q D § 5 § § / - _ _ _ / 7772 7 t00000 \2 / k 7 \ ) z7 ) § » I \ /C: Cl) a) 00000 }7/\ N \ \� / / � �< Q 0 U) i \ fp » .O t E § = § §n . o g » = E u �=�0 / .U 7 % k ®\ 77 / �U + * ¥ a 2 R R 2 > '0 / 0 k '3 u 22 _ E ƒ \ b *5 \\ : 2 § ( =( E " Cj m4a G5k § / ; �&, U I - = z g / « a ;� \ % \ k = w .n J E ® 00 co 2 I '2 O E w N .0 / \ \ \ % / E / } \ / / o o o r o 0 0 / o o / c Q ) e m CL 0 \ § } \ I _ 2 / 7 o = o j o 0 z C) 4 / \ / k E & 2 / 0 0 0 0 0 0 0 0 0 0 0 0 ; o \ m I 2 ¥ e / 2 0 0 0 0 0 0 0 0 0 0 0 0 / f 275— / 0 \ E a) _ = 2 < t Lo / § \ ) \ G 8 2 0 0 0 0 0 0 0 0 0 0 0 0 ; 2 E $ & w_ _ E % \ / ® k \ / / % � co _00 / 2 3 2 E@ E _ u E - o # 2 2 / \ 2 0 0 0 0 0 0 0 0 0 0 0 0 k > / 0 \ \ < co / �f� 0 c _ / % _ § k f 7 a a 0 w / cm ; 2 E / � 5 E c 2 0 0 0 0 0 0 0 0 0 0 0 0 / \ § / co \ \ / \ t = 10 0 2 _ 0) m .) t k U 7 co2 7 $ : / J / 2 ƒ _ o 0 0 0 0 0 0 0 0 0 0 0 ¥ E » 2 .0 _ ' ] E 2 fa _ £ e = E 2 E m r / § k ) \ o P CO $ 2 co _ z o / u " ) \ \ c •- 4E E «/ o / 3 / 6 } $ E \ _ \ / o / _ 0 / i 7 \ % / / g o $ _ \ / % 2 / ^ g � \ k \ \ \ \ _ G \ } Q ® \ z 3 u 4 I } - = k \ % § 4 4 \ k \ a \ _ \ \ \ \ 2 2 e ƒ/ e { z o z $ z 22 ° � / ° k m ° c \ m - �k % \ / E \ \ LL 3 / \ / ® \ \ ® \ / ./ �§� o o = 0- o - k @ ` 2 = $ 6 $ a) « - + * ¥ a o = o \ �\ / % / \ \ $ f \ \ / �/ ± § e % S (D E \ G \ : % / § 2 ° ;3 2 3 . e E % « g S % 2 = % = a 2 Q \ �2 $ E ° @m u ® = I = _ ° Q % . e \ o o $ \ u E R a \ § 0 7 /\ k ? E ' _ _ § I • � E = m E = E e 4 1 7 2 �r », �° 2 f \ k ) / \ S / 0 Z 5 < < z < < _ < o < I �/ 2 \ 7 �n 6 = ,2 < E \ �0 / \ % I ;% / E / k ;\ c R a .I § o ; 0 0 ; / � � o § / § / E % ® > 0 / / o 0 o / / \ f § « _ -CO: 2 "0k g \ / a CL / 4E� 0 = { J = o o ¥ � § » z ( ^ ^ / f \ \ / e E _afa a ± - - _ tE .@E ¥ _ L 3 n E u E M C: 2 k / 2 / nr § / k / ® 2 0) u • 0 - a0 = / / \ < o 0 0 0 0 § \ / / j _ co & \ § ( ( \ 2 ; = ; m g -0 -0 -0-0 3 4) 0o0oo \ 7 \\ \ > - CL 2 \ »&�* 2 % a) a) § 4) o o o o o 2cu / / E ( .< 9 ./ d k ( { \ 0 2 � V ` � � £ .� c E § = § S ,< E u = \ .0 0 k nk -\ 7/ / �/ + 2 \ R 2 / rL '0 / \ \ \ / \ K .3 ± f G = J S ,2 ƒ * k ( \ \ 2 § \ { � urea G5 �», P9 � a E - = z e I c $ / .E m \ q ® % \ Cl 2 = �§ ' J E < \ / E7'% � % ;» / \ m > E f Co _ _ § _ w E / 0 ;w ) E \ / \ \ �\ k / 2 \ / ) / ;CL 0 ) > % 7 ` S o \ / ) \ O 2 \ \ \ Cl) \ k CO N §\ § � o ® T E \ � M _ = o = E e ) £/ } / a & 5 2 ) £ o a) f $ a ® = o ¥ & c Z a) �E / ( / ,\ \ 4 00 vi r-jo o m « - n E a \ / .g m $ § 7 \ K E ± u 5 ± s / G ` \ & � » ® ® �» _° e ° ° _ ƒ \ Ch E o f S E± = E > 2 e # - 5 , » < I / E \ \ /\ \ / �2 § co E « / E ( 7 / : LL 0 0 k a) � / \ E 2 ® E § 3 -0 CL2 ( \ ƒ / 3 7 ] _ 2 E / 0 / 2 �/ a) \ '\ a- 0 a k / - 5 � / / � = m § ¥ . ) Q3 £ 2 / \ ) § 7 ¥ � 2 \ 5 k > ¥ S / 2 2 ra = ) _ _ ¥ » o t E .@E __ % / J2CLCL t Eu % \ # e 07 § 3 / / \ 77 2 k / k \ \ \k \ \ 0-kk \ » 3 �_ _ � E / :E p 2 t\ k = § § §7¥ ± / f & 2 = 7 \ 0m / E q_ g2 § § / § / / \ G \/\\ k c @ ° a= > + � e = U t \ \ \ E f % / f7,- _ � g= E m � � m = mm m ° C = S 0M0 ® � \ t \ \ } 2 § @ �� ° 2E 2 0 = > = oo = G o C g 5 0 2 = E I / / / _� Ecz o � \ mmmm \U ° n fL) 0 C k 0-EEE ƒ > 0 2 / E o � , a0 7 == _ [ - 2u = 06 Eo 2 = _ _ / 44 E ( k\� E « � K // aa = .< g L _ a = Q k �) \ M} \ / � . � \ ƒ .f \ § f E f / _ - - _ ° _ _ ° % _ \ .� _ ® _ $2 = E _ \ k E § _ _ _ �< a s , ) c 9 = _ = z _ _ .. g � o 0 o O O \ .0 / S S = $ } ) \/ \3 / UJ0— 72 = = 5nc2£ o '_ � ao = o = 2 n = * E /9 � oo � 2 « man# e �U + * ¥ ; 33 :tm0 § § a } ,? ±_� § e r � 7rj � % E u CL § ;U & �� \ .. c = 2 = \@2 g i § S ,2 � _ % £ $ c @ £ cu E 7 m G _ � ' = � eo3 = $ 7 0 g » )5q » o u o • oo = m , & * f m « ® � ' � � :3LL c = 2 0 E e 0 � � _� / ] . meee = m = ® = o � gym % m7aG5 �/ », a 22 m3 o / / E/ 2/ � � 2 ƒ \ ;/ 2 \ SO4 �r m 6 d J E < e 3 % .0 / \ o > e ® ® § ,o 00 \ �_ / E / / ;/ / 6 2 \ z G G 2 EG % \ k k / / § 22 � CM ? E a \ M 2 = ' c $ 2 E k 0 2 & 0 \ / 2 2 a) & 2 2 \ a) c CD & / ) .0 \f G 2 r o E m a � o w w M \ gE \ / U ( Cl) cE C ± w» r Lam \ \ ( > & E ƒ 2 8 £ # f 59 yz < e e = < (n = I / 0 o < 3? $ 2 f § / < f / E § @ -CO: cn "0 "0 O \ \ _ § § _ 2 = aao a = \ 7 E / i \ 0 /cn 2 E ra C= ( « § a) E co _ 2 = / g � ; _ cz = J t 0 U gz z a; E EO $ � \ J = / \ � k ) 00 2 ¥ _ 2 R # 2 7 m a e / > ( / 5 E2 fa e ° _ _ _ �_ _ ° ° = a� � t =_ � n \ / in E # �\ \ ) / $ 2 \ \ 7 7 ° » e - o ¥ ? \ ¢2 § / / ra � \ \ \ /�\ / / / \ _ ƒ� k 2 £ a) .) § % 2 2/ ] E _ A = 7 \ = = c t = o » / = a = � � m 2 3 < @ �Q = J _ \ 2 E _ = = c I o o t m / t \ R \ CL 2772 E u S £ Q $\ o � 0 G 9 ® < « 2 ƒ c - a _@/ � � \ ) % \ \ \ \ / < E 2 / © oe2 # o ® f = _ § S o@ 0) 0) / r 7 a) G \ / f \ / \ S � 5 ƒ 0 7 / k { \ { m % G o 0M a)M \ � mE � EE 9 ° % 3 2 k m f / m.E e = 7 ° ° % \ \ } ` /}ƒ/ \ / \ \ k / / / / / .< g 0 } / Ea) y 2 § R = \ ,Q \ d $ e a) a) ® c o '� \ 2 � f { / ] » :f I E 22aooa 7 ° 2 = « c � _ § + _ / > _ � ; $ 2 � / � ® �03mm ' '« % / c E $ � E77E = e z0 2 ESO=22 / :U _ �� _ 0J � Imo = = m = u7 = 2 £ o �g 0 u) m �� ¥ gI � « � 64n # e ao = o = 2 m Eo = m < c mom _ k * , ') = 0) 0 E \ / .? o � & e e7 � m 0 $ � \ �k ® -- � e �� E - = - o 3 3 » e $ f � = k m - c n .o c _ _ _ < 3 es ®® = C - 0 , e = cL= E 2 § § $ I e O / g maa G5 ./ �», a° 22 f \ k / / / \ // � � � � C k / \ ;/ 2 \ % % A c w w �n J E c X / Q '2 © a \ / � 2 '» 25 3 \ 2 \ # f / �E ) B \ / \ / \ g N 0 0 0 0 0 0 o r �\ k / 2 % 5 9 ± m �CL ° -/ E \ c E 0 ± (n R 23 _ E _ \ 2 f 2 r o o (N o o o c0 a = qA / 0 2 cu E § § R 2 \ » r q & E � 2 2 0 0 0 0 0 0 0 0 0 0 , .r 2 m = # \ E F \ m E -7 I 2 ¥ \ cu E c m 2 5 0 0 0 0 0 0 0 0 0 0 \ ) k / a 0 0) E ± ; CD § \ a 2 G 2 2 0 0 0 0 0 0 0 0 0 0 , t ^ \ ( \ \ E ƒ v \ t \ % 3 7 j c f = m o § > o / // 060 ± > 0 k / k \ 0 / / �< J _ 0 0 0 0 o 0 0 0 0 0 � m = J _k aE \ / $ $ /_ \ § E < M uk k a a \ �0 ^ / O ± S . 0 0 0 0 0 0 0 0 0 0 \ / a U \ \ /\ \ = O o 2 m t 0 U a) \ 2 7 $ % J = a + 0 0 0 0 0 0 0 0 0 0 ¥ » k § )/ UE § \ ! - o \/\ E a) Co E / in \ e _0 + \ 3 LO 2 % ¥ (V z 2 % 0 E . ) -0 CD E ro / } /S " 5 \cE $ _ - m5 / c3 < E ff \ \ � 2 § 2 E 0 T > a) o E - % = / / / U \20ww 4 / I O 0 = � = = 2 % o = a c- c: w = 0 _ 2 / / 2 (n =1 » g z o @ ReE2 = 2 E / \\ \ \ / � . / k ° _ - = m = \ \ k } ± C) a) § 4 4 m c - = C: \ \ } QC � o \ \ > / CD / > .< (n 6 e \ 0 � � ® z \ z z ./ _ m e °° - - 7 m o $ = I c 4 = \IL \ CL § 2 /§ _ ( J + G a s ) o o - _ ± z a 9 .. e g @ £ _@ @ q ao o � a $ 22 m = u � = E \ 0 3 0 = 0) m ¥ _ a) < J < a) < =§� E e m 7 k 2 0 - m E _ » » E g g .0 « © Q E ® = s < m m m < m e O * 0 > o m s « | o = � f = e . o � & 0 = = m = ` u = 5 C: �I a __ \ R - - o u o » § ® S + �k z . e E E § « 7 u q Q = = a - Q s c % £ $ \ / e e = u G 7 3 S $ \ § E .� cc= F © o « c = $ 7 g » 7 7$ e e e o _ § = t / / \ ) / & * f m « § % ' (i __ _ _ = c I 0 I = a E n E kog� E -c 'r co R ° § - mL c- S 2 / ° 2 [ 4 m < < z < < co < 3 ;& as 5 m3 « £ oeuee2LL IL « 2 ;0- 2 \ � �n 6 = ,2 < E % .\ / \ q I ;/ ) B ) o o m + E ;2 k p .I 0 o q 0 0 0 ; / � o 0 0 5 > 0 / / o 0 0 0 o / fa / \ / -CO: 2" ( _ k 2 C -0 CL-0 CL 2 0 0 o k ƒ § a � U 2 •\ / t \ U \ { J o 0 0 0 § o / o o / $ U 9 g\ = = 7 § 2 / � � \ \ � � 2d E � Eu � � � � ) = g ` = = k 0 \ k k � S _ : _ _ ` / / \ / o 0 0 0 0 MC 7 ƒ 2 a t m 0- 0 E u 2§ 55 2 t o 0 0 0 0 \ / \ \ / ( ' c ° = ® » \ \ k\ \ \ _ _ & 000000 � 2722 a Q 0 U) t E § = § § 0 n . E g , ,< » = E 0 �=0� / .U 7 % 1 ®\ 7 \ / U + * ¥ a 2 R R 2 > '0 / _ k \ \ / \ k '3 z = Q a = _ u 22 % \ / / . $ _ E ƒ \ b \ k '� * \ : k ( \ § 2 § / ( = " CN poa G5 :/ 5, �9 < I e U a I - = z e E E ; g ;& « a ;� m q a % 2 2 G K�� R �j J E m m n o O ) f E64 .» e _ _ co 3 \ G \ \/ 0 ;? / k / } [ \ } / \ o 0 0 o a o o 0 0 �/ O Q a) \ \ e E 0 0\ )� ® r # / o o n o % o / 77 . � � a # E 9 S S 0 / ° & % a 6 uj \) ��k / ' §g E _ 2 / 0 0 0 0 0 0 0 0 0 0 0 ; E\ % E _ 0 0 0 0 0 0 0 0 0 0 0 ; / \ 2 § n C: z a) $ 27 ; = 2 ? o / § \ \LO k § | S LO G 2 0 0 0 0 0 0 0 0 0 0 0 ; E ^ ) \C \\ / _/ k / % 3 o n _/ E % \ }/ k\ 0 3 > 0 § # 2 5 9 E < 2 _ 0 0 0 0 0 0 0 0 0 0 0 ; 2 § & E § / &± 3 _ a E o < 30 / J \ / = c _ fu -CO: E % *_ / 2 / 2 ( & / §\ E 2 � / E J � $ 2 0 0 0 0 0 0 0 0 0 0 0 O ra � a U % f / t \ / CL o o = _/ \ L. cn | » =o : { J / / \\ _ o 0 0 0 0 0 0 0 0 0 0 . 0 E z \ U) \ t E fa 2 E \ E7 ? e )0 in / \ z E)\ \ CO tea = _ / / " . / ) /g2 \ E � 4 6 %C\ § e % 3 / § E } 72)\ ) ^ ) \ = 2 0) / o e % 2 = .§ = o - 0 I Q 0 a \/ k % \ / § 2 / U) ) 5 / o @ aGa 2 \ ° / of t /< E _ � .. k # _ ® � ® \ k k } : \ § 22 / • = 4 4 _ _ _ . E � g a 7 = / o \ ƒ \ /° u / e / ./ o I ƒ ® 2 = - _ _ .2 j $ / \ j § § % E / . f / f / f .O / o C to E = Fa E { / J 2 § J .. .\ % / CC 2 ] § z _ 0 9 - © g @ } @ 2 @ > ;U \ / \ oQ - k � \ 2 |� ± E e 7 \ E \ \ / E ƒ / k �u 2 e = _ + * ¥ ; c � 2 E % « 2 3 g < m e 2 -O k » � - u ° 3 = » ' e = _ @ o :I k e \ ? d | k k \ / \ / / f / \ 'Z 3 ± 3 ` r = 2 S ® § I = $ \ S E j .� » E 2 2 2 E « ° / § » ® t $ < § / , 0 - = u E ° ; ° f § \ gf$k5 / § 'r 2 = e m = c I LO I = a = _ ��», a°° ƒ k f \ k k / / 0 E \ 5 < < z < < _ < 3 < �/ 2 \ S �r 6 = ,2 < E \ .\ / \ / I ;/ / E / m ;/ r 0 0 ; 0 0 0 / q 7 ; \ / Q) E % 2 \ k / ¥ cn j ƒ 5- E - - CL > 0 e o 0 0 { }\\ ¥ 2 =: . jk / // ƒ / o § C) Ea- « _ _ __ @ (D ] Ifo - _ § ƒ f 2 §// ) 2 - o o ƒ�_ _ _ fu E a � U C:r / 2 = _ =_ _ = m •Ln 0 2r2\ q % JCL = 0 0 o E 5 / ® � / a a / 3 2 7 _ � U _ = o = ® a 40 E /2. / \ / \ \ t E 2 E 5 � 7 9 2 - \ d % \ ) 222-0 ) ) \ m2 = m = k / k 7 > " 2 / / \ < 2 0 0 0 0 0 0 - \ = 2 / = § 2 = f R § _ §M E U q@qq 7 t o 0 0 0 o 3: as ) 2 (D (D ' ® » \ \ k\ , \ _ _ _ & o0000 2772 a ¥ / \ \ // .< Q k a) I \ \ 0 ;/ ` § 2O\OO \ .0 0§��� 1: \ / 7 nk ® \ 7\ / �/ + * ¥ 2 RCL 0 / \ -0 \ / 0 K .3 z �= ± a G S �� ° / ƒ \ \ \ « '� * OL k ( 0 \ \ 2 § \ % pea G5 �», �9 + � a I -1 2 z e E a § 0 .E « » I C\4 ;0- 2 \ % /Io = a w INcn �m J E » \ / C '2 * § It 2 2 .0 / \ f \ c ;£ / k / /\ ; � \ � / 2 / 2 Ci ) CO \ § w R 9 6 a E 7 3 2 / 2 k � j \ � \0 .; / + � / J = 2m _ CD \ i ( 2 2 G rljo E © ° a w 14 E % \ / 0 / ƒ Cl / / % � \ / 0 W. ® > 0 / / k k S « 0 0 o c E > 5 g = > = E o < zfa ƒ % E O « e ( k } 2 ƒ / f ƒ E \ / E / / a / 1 \ \ \\ \ = O o 2 2 = / t o &\ u = % J // / / 2. # / 6 [k � t E2 E co / / in U / < z / u \ , / S 0 $ k / 7 / / k / 0 m \ 0 § , E r of §I a) cz / § / u / 2 a) o = / / / ^ \ \ / @ » % 2 0 / / \ cu 0 k = 0 9 = rZ G 2 6 5 : T \ / + { \± ) 0 / / \ \ y\ » --T / \ /# - o / \ ./ ƒ § \ E f/ 7 k f ( 2 \ .O , I = _ E m \ § 2 �\ a s ) o /I E z _ 0 9 z e E �U �� g \ \ \ o \\ § \E ± E ƒ \ \ / / ;/ _� > > a o = s e [ .I / \ e CL/ CL \ S 'k 3 u \ 2 k t 2 § / 7 E ' S # 2 ] 3 f Q = . § / E § § 7 C I e O 2 = paa G5 �/ �», a° 2 f \ o / / ƒ © a 2 k ;/ � \ o 0 \ %� 6 .02 a) k CD 'j < E I {7 E .» / \ ƒ \ f 3 \ ;$ .. .. .. 0 .. ± o \ = 77 \ 2 0 0 0 0 0 0 0 0 0 0 0 C, 3 / 2 \ \ Co $� i .cm o C: f\ CL 0 0 0 0 0 0 0 0 0 0 0 0 ; a ° / z mM $ � / 22 \ [ \ � n « E 2 0 0 0 0 0 0 0 0 0 0 0 0 ; 2 $ m % a) LP 2 / R ) \ 0 � M ƒ \ \ \ 2 CN o 0 0 0 0 0 0 0 0 0 0 ; = a) @2 e 5 / \ E ® _ a) ^ \ / j o0 CD \ \ / / 0 0 0 0 0 0 0 0 0 0 0 0 ; o o \ \ h >- 7 § \ % } 2 R 3 _o E » o = 3 /2 E 2 2 $ ' > 0 § 7 2 n E f < § 0 0 0 0 o 0 o 0 0 0 0 0 / / / / \ �§ f / _ > _ _ fa E < }� _ k k ƒ cl� \ / a \ // LL 2 E � - o E 5 | / 0 0 0 0 0 0 0 0 0 0 0 0 / \ § / \ \ SE E t = 0 0 2 g y m / o U $ §CL | K 3 / \ \ a aj / \ / _ a o 0 0 0 0 0 0 0 0 0 0 ' ° E / / � E2 / \ E .@ E 7 / @ ocE _ = r \ / 2 $ k \ \ \ � k ; = o / 5 \ | CN = k \ \ CN \ _ / \ \ \ U § \ \ / 0 .0 / a) ^ ) E § @ 32 2 C ƒ C q_ § ƒ 12 / 0 2 _0 �� � ,$ 2 4 I » c 4 4 / ) > - / k / ;< = c } = x = o e 7 z % f 7 ° $ z \ z 4 z .2 t § m e f \ _ § , _ _ _ < _ .O \ f $ E =a § E { / J Cl. 2 § J . ;\ - z 0 9 2 ° g @ a@ 2 q + ;U §� E # $ \f |� ± ƒ % $ 2 \ G a . 7 ./ 0- _0 a o = CL o < 7 _/ E = f E = y = E ± / J + * o > o s : a « § 2 g < m § Z �O ±_ § e r \ ¥ S 2 E \ m c � \ W § 2 ° ,3 « 2 S \ � \ \ § 2 7 ° e \ m S $ \ m E $ 7 L 2 /\ § o - § / > / / k % \ t / + % E % 7 . o c I a � I - m 7 E 6 E #4 + 7 2 'r », a° 2 \ \ k ) //� / 2 \ 5 < < z < < _ < o < I �/ 2 \ S �n 6 = ,2 J E k �» / \ 0 E ;2 m , / B ) o �+ E ;E o ; o ; C14 a .. ƒ 7 / / 2 t ^ co C / ) 0 E % ® C: ko / § CD C) C14 \ ) fu � \ E « 3 k -CO: "0 k ) 2 0 \ / a U \ •\ / t 0 / / f { Q \ � � § o 0 0 0 0 \ ¥ » z \ t E 2 E f ° in E _ \ / 2 / ) CL a) k G / / \ / o t o o g \ S & C) 0 c \U 0 0 0 0 0 © C 2 ■ � � % Cl) § C) a C) o � y § d C) k ¢ k f d k ^ §G 22 5 2 ' a) CD o .2 _ � E _ �a § & Sz ƒƒ ;U �2 f \ 3 '_ e = 9 k R �� �U + 2 \ R 2 / rL 0 / \ \ \ / \ K .3 2 S , a) ° / ƒ 7 0 \ � * k ( \ \ 2 co: \ a) m p5a G5 �/ i'», P9 L w -1 2 z a e I $ 04 / .E \ % 7 \ q _ P,1# _ ;§ & n » = c m LO J E O EnE / / o ;» / \ � ° G ^ 2 'co 00 -j = 2 ._ .. .. .. 0 ` .+ 0 0 o a 5 I 9 % 0 0 0 0 0 0 0 0 0 0 cm > $ 2 k / 2 \ m / \ 7 .� 0 ¥ \ k � .0 \ cl IL ~ \ 2 \ % o 0 0 0 \ o # / 9 a o 7 \ q mkkkco >- . 7 E 2 ta 2 0 0 0 0 0 0 0 0 0 0 0 - r _ t = E m E i $ ƒ §E 0 0 0\ 5 0 0 0 0 0 0 0 0 @ e cu \ 2 / � 2 — ' / .5 (02 0 0 0 = S = R a q ./ o 0 o 0 0 0 0 0 0 0 0 E ^ o k \ k k E % 3 0 { n _/ / % \ / \ 2 0 ® k 3 § # � 7 E < { 0 0 0 0 0 0 0 0 0 0 0 \ ƒ / E > 2 •21 \ _ a) fao < m \ : ¥ fu E « ¥ =3 O k u ƒ 2 a a \ \ 2 / / 0 0 0 0 0 0 0 0 0 0 0 ' O \ / a / : \ \ \ E = O o 2 L. m ) / 0 k K $ : / CL O = ' J t ± o 0 0 0 0 0 0 0 0 0 0 2 ® c / 0 E / / m G / / \ / co / � '\ Co CD E _ r = E o r % ¥ $ 2 > _ < z 7 2 u @ e / © ; C) / / k / ) 0 m \ k — g = ) E § = I g R / \ / 0 \ a \ } m / $ a & ) � / = a & w f 7 c a CD = \ 2 / \ : = 0 6 /� ( 3 / \ f + /5 = 4 4 \ \ } #-0 E CD 2 / \ / » 2 // 2 0 z \ k $ k ,2 / } E i\ \ / ) e } § \ M ;2 a ' ) / 2 » = z _ 2 9 - © § @ / \ / @ b .f / S m = S 2 $ n ¥ ± E e . 7 / 0 < 3 < 5 < . 2 '� #��� a o = 0 m E « W o / ( E @ ' % < $ \ \ < m / f k 5 § tm ( ° S = 3 c 5 a 5 = = 0. e 2 k k \ / ® � � ) - 7 \ .k �= ± - m 2 u m _ ` _ ' _ = n % 2 % £ e $ § ° \ 2 = ° c 7 ) � S $ 7 E E $ �� $ 2 § / 7 J ' S # 2 G / / / t / $ = 2 % > / , 2 = i _— - � = m E n EB¢k7m £ m 'r ��», a°° ƒ k f \ k k /\ / 2 \ 4 m < < z < < I < 0 < �/ 2 \ S �n 6 = ,2 < E \ .\ / \ ƒ I ;$ / E / / ;\ c R ¥ �I S � R \ a) _ \ \ 0 0 / \ e ; e ; 0 0 0 \ \ � s q \ \ C) CD 7 E ° Lh » / ƒ 0- � E / > 0 e C) CD c o > / 0 \ fa / f E < ® _ k§ \ 2 — 0 2 ra k k CL / E § t t U 2 '� m oCL a / J / 0 0 0 § o / o o / y 2 ! n n g e ¥ E � » 2 ° / / / / E 2 far 40 E .@ E / / / % \ � % ¥ m 2 I CL u " o / E/ % } / g & < o 0 0 0 0 _ J / c 0 U 5 t o 0 0 0 0 7 (D \ \ / % o 0 0 0 0 2 » ° 7 k )CU _ ■ C 2 $ f .2 I o O '< g E _ .0 U 0 � I \ / 7 + * ¥ 2 R R % _ CL '0 f \ \ \ / 0 K .3 �= ± a G _ ° S �z ƒ * OL k a) \ \ 2 § \ a) = " � 677a G5 �/ i'», t9 + L a I -1 2 z e E r- § / .E « » I C ;� % / cal), \ G ¢ e \ 2 k « o < ¥ E .0 / \ / / k \ co \ ) B ) k / cm 2 / ° .� _ 5 e 0 = 2 7 a 2 q \ 2 / 2 | %E $ 2 5 G E 2 -0 \ \ % k 0 / E cm k 0 m e ƒ I \ ® : E . \ @ I $ @ @ .& J a 2 2 co a) 3 % m \ | � 2a / $ 7 - q \ 5 E CD / E o 0 CD � E E u > CD / N % 3 � ° - = 2 to / k % E 0 E E � 00 ƒ 2 / / } \ \ } 0 / \ / f / o / $ 2 \ E § E « ® ° � a a) = / \ k /_ k ( a / $ 5 / 2 '� E \ \ 7 § - 2 � \ ƒ / 3 ® < @ _ E ( � t D 0 / k \ \ \ k k / 2 } \ \ $ : \ J u ¥ E _ z $ t 2 \ ® E : r \ * \ o c m a e @ _ 7 2 m = 3 r E 2 / 2 \ o = = e m . k / k 0 2 \ 3 § = 2 © $ / = c n o •u a) 4' E / \ 2 E e / 3 / \ E § } i § 6 j \ ® 2 = _ / \ / / / /e } \ / _ \ { ! o 0 a � = \® m y ) \ \ 3 / Q)M X 2 _ @ ; E = g 7 { } E a 0) : / o 2 / 5—E E f \ 2/ \ ) / = k § 2 « 0@ = e k § _ . / \ g \ C m .< L) ° _ _ � \/ % _ ¢ 'Q 2 I 2 > � J �m e o .2 ƒ § / e \2 { d 7 _ ) f 2 � 'O a \ _ /� t / 2 # # 2 ` / \ E '\ \ \ \ o \\ ` } / k = 3 � 77 / / �/ 0 = - o - m � _ + * ¥ k \ } 222 | � E / .? ± � § e 7 \ = = S (D § _ .0 § % ' ¢ o f \ J/ CL ] 2 S \ 'z � 2 % .. • e t = te \ F e0 * $ 2 ® / 5O 5 > 7 § i 0 ƒ , _� , o / ] . § \ \ \ 7 = 2 = paa G5 �/ », a 2 2 m 3 < - 0 C) P- P S Q e I 2 k ;/ 2 \ % S G ¢ e / k k < o O E ;» / \ / \ \ ;\ / B \ a % 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .\ 3 / 2 \ 0 ) § } \ IL 0 0 0 0 0 0 0 0 0 0 0 0 z \ 8 0 E / 00 0 0 0 0 0 0 0 0 0 0 0 2 \ m 2 k f \ z � E \ 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 \ k / E : � � CD \ \ \�� .E 0 0 0 0 0 0 0 0 0 0 0 0 0 ; E C / § k _ I / C / § % ® { } G 2 2 3 \ 0 / § k 2 7 / I _ o 0 0 0 0 0 0 0 0 0 0 0 0 0 ; / f 0 \ \ 7 7 / = c : kLL (D k f f / a 0 C _ -0L - . 0 0 0 0 0 0 0 0 0 0 0 0 0 \ / § U \ \ / = O o 2 0) m t 0 U K 7 CL O ' $ : / J 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . 2 0 I E / / m CD / t E .@ E { p § CO / d % \ E » o 0 2 % ¥ $ ) £ < z 2 / � > ƒ \ / 0 3 < e \ § m q k CN _ = g m § =ip g c = q / / \ $ a d 2 § \ c \ � R ƒ � � \ \ ) 2 6 Q » 3 = 4 I \ / + { m 4 4 2 / a) \ / k \ .< k \ 3 z k z z -0. IL § \ e 7 E $ _ ® _ 2 , & o _ E ( 2 J § J .. a ) o E z CL 2 9 ° g q / @ g q b §.0 �§« �� \ \ \ o \\ k \ \ < \ < < _ i./ e = _ = E 2 J J * 0 t \ \ § \ f \ f § \ \�? f % ° § * § ® k E - - ® 3,Z c » < 7 . / _ _ . / 3 =,2 3 3 \ $ ° _ = S ® = I = _ = E 2 % . • e s F « ® 7 u = / 4 \ g E R s \�� $ 7 v g » I v 3 _ - t / / \ t / c % / % > ° t `' I a E = a = a E m E a a E8a 2 o E. ��», a°° ƒ 2 \ \ k 0- ƒ \ m < < z < < I < 0 < I e E�/ % C) ;n < ± '2 / \ / ;\ / a ) .+ E ;2 3 p a .I / t ^ / t / § E ¥ f \ L � E o @ \ > •, E fu f0) E a- « a § 2 / k / oc3 � 2 7 _ _ -0 0- / § § f § _ � / 6 2 5 E ƒ ? § o 00 0 0 § / / / / ƒ CD \ 3 2 0 F Ln \ E \ CL / 2 / CL (1) k � / 7 .2 / / 0 & \ o 0 0 0 0 = _ En § 0 / ± o 0 0 0 0 2 } � ; E � § 0 0 0 0 0 / 0 ¢ .< ,2 ` � ;/ k 2 �/ E a = / 'D .0 7 \ a �O � + � \ k $ / $ \ 2 / \ § \ :3 2 n g » _ = u \ ,2 \ 7 / \ ƒ \ \ \ * E $ § 2 § \ % j f 907 25 �m o .\ « z ;� m 0 q § 7 / p 6 k \ / M B J E } E w / c ;» / \ / cu M � $�& & 2 �/ / E a) IL \ IL ° ;\ c R -0 / �CL ) m cOL 0_ § \ § § ® 6 a I k z 7 G p / \ \ f / co LO co E 2 & Cl) / 0 0 00 0 0 0 0 0 0 0 0 ; ! _ _ _ _ \° 2 E I 0 f = .0 e 2 o c 0 0 0 0 0 0 0 0 0 0 0 0 ; f < m E ^ < / / E § R $ g E » C*4 a _ a E % / 2 k 7 2 co \ a) k / ) j § G M_ 3 eg ƒ § \ \ E ® k « = 2 \ /> / 0 \ =fa m 0 § / « cc g \ E ra Z a 0 co 2 - 2 /a. E \ E ° ra : 2 © ° a e \ D 0 / } 0 E ) / CL § d K f � � \ J \ \ o 2 ® ' _ m £ 3 ° / [ k E # 2 ¥ { / \ / c E 7 / 2\ S % ¥ 2 / § z /GE g IE > _ E S \ _ 0 ) ofE | tC4 / / c / / % \ §/ . k = 2 7 § § a) 0 g R t o o ® \\ E e Q 0 a < 7 $ CN =2% 0) \§ _ = o 2 0 =\ »� ] § E § @ f &t 2 a 75 = r 7 L) � / © 7 © = o 4 I \% a) • % 4 4 #5 7 = / _ a $ 2\ \ e \ \ \ \ '/ 0 0 o= o e z » z 4 z .2 I E / E \ 7 $ E § § \ § ;2 % \ / E E \ LL 2 - 0 \ E ] \ \ ] \ § .f �§��� \ / 3 0 - $ & § ± E e ƒ % ± 3 a % - = 7 ./ 2 . = o - § E _ » a E 2 m J + * 0 ; ° 5 §± § ' s < § 2 g < g § Z �O ± § e a e > o u 2 = 5 5 5 = = o .I ® � 7 z ° § ® ] ® E & \ �k z �= ± .. � c »_ _ « u / .� _ _ _ ._ _ : = Q .Z £ $ @ � Co - a = u ® \ 5 S 4 \ E E R a , * k § � \\ k § 3 / \ / \ \ \ \ \ '1 fk5/ \ ca ƒ 'M ��», P°° \ \ k Z. k /\} a / - t \ E < < z < < _ < 0 < I �/ % C) ;n < ± '2 / \ $ ;\ / (U (U '+ E ;2 3 p a .I o ; o ; 0 0 ; / / & o / t / § E ¥ f \ L Ln E > 0 = 8 CD o > •, E fu f 0) E « a § 2 / k / o = 3 0 - _ _ -0 � CD ® / § § � U § fU _ � / 6 0 f ; § c \ o § § 0 E 2 / < / \ 2 � \ E \ / 2 / � k ° o / 4 .2 / / 0 & \ o 0 0 0 0 = _ En ) 0 / / C / CD E � k C \ ¥ A / .< ,2 f (A / .0 \ E . E U ���7 $ \ ± / '_ E 0 k _0U + 2 R R 7 = � ° 'O E :I o = 'U \ 2 ° E ƒ 7 5 0 ( a) \ 2 § -Fa ( \ / 927 25 � n; P° L w a - z= e I E o .\ « z ;� 2 \ % 2 6 & = a 0 'j» � J E E - .0 / \ \ \ \ & 2 ;$ j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m co .I / § CL / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / co / o 0 00 0 0 0 0 0 0 0 0 _ § le t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E > 0 � # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e & �_� w / \ ) \ O < I I / \ / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E cu \ \ / t \ U o o % k ƒ mEgo \ $ : / J = @ o 0 0 0 0 0 0 0 0 0 0 0 ' 0 E / / z 3 § \ 0 \ E .@ E § \ \ § / _ E / E 5 e m a o 2 % ¥ 2 / \ 7 / / o 2 < = o ES \ � > g \ ) $ * 6 5 ° » 0 ' $ k E \ \ 2 2 ° no § = 2 = ¥ u o \ \ k ) u \ < u E e / $ 7 % o = & / \ 2 / ¥ ^ j _ � o @ s ! 2 0) / f /� e / E � / \ ƒ / © b 3 / u m m '> = 2 4 I ± _ e = = 4 4 / / 2 �= a » _ / _ ,e % \ / \ / OL 2 \ \ / \ \ .\ = I 0 e m _0 § $ = e = 4 = .O \ � \ k © E k § J �\ \ = E %/ C a = z 2 0 ° g @ \ @ 2 q + ;U \ / 3 C $ / ' k �g ) < o < 0 < = 7 '� 0§� k \ j E k = 2 = E 2 9 f .0 + * 0 > / . � o s « 2 2 g < g § _ O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % 2 ® 2 = \ ,2 3 ± ' $ a 2 = - 0 ® § f § � § » LL £ = g e 2 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 0 ° \ a g 5 E 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ 2 \ S �n 6 = ,2 < E k �» / ) B ) o �+ E ;2 k p .I o ; o ; 0 0 ; / � � o § / § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a � / t t / m o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 7 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U v �J \ / 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f 0 7 * k a) a) \ 2 § \ { = q4a G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 ktf co © .n 2 = a 6 = x ,2 < E E - / \ w / j e 2 2 �\ e x 0 .c .. .. .. .+ 0 0 a) a � 0 0 0 0 0 0 0 0 0 0 0 0 2 > ® : E ._ k / 2 t a) / m '� c I 2 2 ƒCL \ \ I 0 0 0 0 0 0 0 0 0 0 0 z ® \ 8 / \ 2 k § 2 § ) /� \ E = I 2 ¥ = m \ 2 0 0 0 0 0 0 0 0 0 0 0 0 co .E \ c $ 2 = # e k k E q 0 7 E w k / ( % / o 0 00 0 0 0 0 00 0 0 t \ % E _» /< \ \ / § % ( k { \ 0 Q 2 2 / c § \ f a/ » < o 0 0 0 0 0 0 0 0 0 0 0 \ > / 0 / \ E/ ��� 0 § / < \ \ e E 2 -CO: " " _ a) ; 2 : \ a a 0 0 2 E / a- � \ 2 / / 2 o o 0 o 0 0 0 0 0 0 0 0 / § ra D 0 \ \ co c _ \ � m o § 2 3 = : / JCL / \ _ o 0 0 0 0 0 0 0 0 0 0 0 / [ \ ° 2 m E J e / E 2 co CD \ u / % M § S \ \ 2 % ¥ m 2 \ ® w 2 k � k \ •� / .E § < 2 a) \ \ ® k \ / \ _ M E ° 9 % — m ° o s o e = E Q \ N < ƒ / 3 $ a ) \ _ & \ f / � ¥ » j _ = o o @ 2 ! 2 \ / 5 f e / E < § \ \ / o ¥ \ 3 ƒ 2 �c \ / \ C) < L / » } : k : .< \ e = } o a o - e ,Q E \ ± f O } 2 z \ z 4 z :2 ._ e = \ _ § $ = i = 4 = .O / \ E m J 2 § J .. :< c r = r � CO LL z 2 9 ° g @ \ @ 2 q + ;U ; 2 a c = _ ° E ± e 2 ƒ % $ 2 \ @ a 7 '_ D o = CO , $ _ . a o = o w 2 e 7§ � § E = 2 = E 2 9 J �U X * ¥ ; to s « 2 2 g < g § Z O ± § 2 m u 2 = 5 5 5 Co o .I a __ e ) k 0 \ / % / / f / \ 'Z 3 3 k £ $ ° \ / t 2 \ G ® = I = _ � � _ � — _ ° / E 2 ° t ° * « ® 2 ' E_ § 2 0 ° \ a g a ° 2 ° m T \ �0 9° @ / 3 k a E 2 2 0 E 4 5 < < z < < mƒ�o < 3 '/ », a 2 M m 3 < 2 0 / \ E © a < \ ;/ 2 \ S �r 6 = ,2 < E k �» / \ \ ;± m , / B ) o �+ E ;E o ; o ; 0 0 ; / � � o § / § / E % ® > 0 / / o 0 o / / \ f % § « _ § 2 / k 223 � 0 ƒ § a � / t t / o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 m c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E u ;U v �J \ / 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = qea G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 \ % 2 6 & = a 0 'j» � < E E - .0 / \ $ \ \ & 2 ;CD $ j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 _ % / E ' 3 / �_ c Q ) m = .I 0 / IL 0 0 0/ 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k 0) \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 E w t � / co / o 0 00 0 0 0 0 0 0 0 0 _ § le t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ uh E m = 2 c E �> 0 # 2 =2 6 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > �_� w / \ ) \ O < I I / a) / f % E ± 2 _ § 2 f a a 0 = 2 -0 C / E © f 2 o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E » z m 2 \ t 2 E c k \ E ) ® / / \ 0 ~ m $ / \ % ¥ 2 / \ : / / / 2 E S " � U © ) m \ 6 5 / ) k E / 3 < a@ 0 2 / m § = 2 § m E o 5 CL 2 \ u / \ < $ ® C _ \ / / \ ¥ / ^ ] 0) a) } ƒ \ 0 / \ E .. / r CD -0 a) © ¥ 3 / u m 0 '> = 2 4 I > ± a) § e § = 4 4 » } / k / .< \ \ e / k z z z ./ « E \ 7 ° $ E E § \ § .� \ \ E \/ / LL 3 / \ k \ \ \ \ \ ./ \ / % 0Q ? ' k 9 E \ \ \ E \ o / 'U *_� ; tm ƒ/ I0 \ \ f f \ f k \ ? / \ k e \� § \ ) } ( } / f / \ 'Z c 7 $ 2 / » - 0 ® \ I \ f { 4 LL £ = g � e -0 « ® / E 2 ° t ° * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 = CO a E 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 M m 3 < 0 / 0 E © a \ ;/ 2 k � ;G 6 = o 4- \ 0) \ / E :CD / (U ) o �+ E ;E o ; o ; 0 0 ; / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a CL � / t t / o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = qaa G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 \ % ;\ = a 0 � J E _ Z / \ / \ 7 \ & 2 :3 j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL .I 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k % E / o 0 0 0 0 0 0 0 0 0 0 0 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t E % E » / f / E e u 0 = \ _ _ © E Lh >- = 3 5 = o N 2 e ƒ \ Ch E m Co2 E > 0 � co2 =20 < o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 & e / = e > _� I / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) / E © cu f u o o 0 o 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ / o o % k ƒ mEgo \ = ' a) � 3 ( o 0 0 0 0 0 0 0 0 0 0 0 ' § / / 3 0 2 0 \ E .@ E § co % / _ ® E / % \ 5 G m ® 0 2 % ¥ m a r Cl) / co2 < o a a) k s m 7 m / a) 4> G < $ / % 3 k / \ _ § 7 \ o / \ / E g E u _/ \ < CD m § E $ a E a) \ ƒ t = / % ¥ » ] 0) / 2 k \ \ / \ E CO \ / / / .. o ¥ \ u m '> = c 4 I / ± e = = 4 4 > \ �= a » _ / _ — 6 ® a a a �< \ � k z \ z z ./ O = A " \ _ © $ = I = ® _ / CL \ > M E / co 2 § J .. �\ ± = e g @ a@ 2 q 0 ;U \ \ / � \ ` w � [ ± \ k \ \ / / / / \ ./ + * ¥ ; ƒ% I § s « 2 2 g < g § Z �O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- e � ) « ° % ) ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § » LL £ = g e 2 « ® / 3 E 2 ° t ° * � « ® 2 ' E_ r § 2 0 ° \ a g 5 ° 2 ° \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 2 m -i k o / 0 E © a \ ;/ 2 k S ;\ J E � k / \ / I '� ) (U ) o �+ E ;2 k p .I o ; o ; 0 0 / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a � / t t / m o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 7 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = moa G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 \ % .G = a � J E 2 E 9 ;0 / \ / \ 2 \ 2 2 ;/ j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ Qq Ch E m = 2 c E > 0 fa # 2 =2 6 < o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e & �_� / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) / E © f 2 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o 2 ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 Ln§ / / 3 0 2 \ \ E .@ E § % % / _ ® / / % \ ) \ m ® 0 2 % ¥ m 2 \ w / \ o CL a k < \ ± C) E / :E § < 2 \ / / 3 / \ 6 } t / \ = 2 coE o \ ° 0 2 0 \ ) % k 7 % % < WL- / / \ ¥ / ^ ) C L o \ \= / \ 2 j / / / .. k k w = 2 0 § 4 4 / / 2 = a » _ / _ co ,e % \ / \ > 2 \ \ / \ \ .\ = I a e m _0 § $ Co = 4 = .O 00 \ k M © k ) § J �\ ± = e m m m 0 0 / \ k - ® _ £ = 2 = o .0 0 §��� k \ 3 E \ \ / E / / \ ./ + * ¥ > -a � o s « 0 2 0 < g § _ �O k , 2 = 5 - 5 = = o .I o & e 0? S E ± m = ° _ / _ _ ;U 1 -- 5 a e � ) « ° % 2 ® 2 = \ ,2 3 ± ' 0a 0 ® § f § § f { % . ' e » LL £ = g e 2 « ® / E 2 ° .2 3 ° E � * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° 0 \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / m ƒ�0 < 3 '/ », a 2 m 3 < - 0 / 0 E © a < \ ;/ 2 k � ;G 6 = �\ J E k / \ / E :CD / (U ) o �+ E ;E o ; o ; 0 0 ; / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a CL � / t t / o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = m2a G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 = \ ( % 2 �m o 6 � x � J E s E ;0 / \ / \ 2 \ & 2 ;g .. L �\ ) B a) a x 0 0 0 0 0 0 0 0 0 0 0 0 2 2 ,_ k / > E �cu CL � \ \ § � \ / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ d 2 k E 2 0 0 0 0 0 0 0 0 0 0 0 0 ' & r g } \ 21 -r 3 2 z 0 � J = 0 0 0 0 0 0 0 0 0 0 0 .E 0 k\ co 2 = _ o e En \ \ � e q o 7 m w k ® ° E % w / 0 0 0 0 0 0 0 0 0 0 0 0 7 2� — _ E C \ % _ _» E< f / � E / § % ( k CO{ \ / Q 2 2 0 § \ f a/ 3 < _ 0 0 0 0 0 0 0 0 0 0 0 0 \ > / 0 / < E/ ��� 0 / / § © E , O LL 2 § f f a a 7 = ' 2 E / \ o / f 2 0 0 0 0 0 0 0 0 0 0 0 0 / : ra U ƒ \ o / \ \ / t 0 / o o > k ƒ : /m go — J = § _ o 0 0 0 0 0 0 0 0 0 0 0 2 co / / \ / fa E a)k \ o / / U \ 5 2 ) a o r % ¥ a) 2 > w o CL a k / \ •u / 4E § / < 2 $ / f & 2 \ a m ) \ k _ 3 / § z I g co 0 0 \ h E N 2 t / / m o 0 a m a) 04 & k f 2 / \ » 0 = o o @ k 2 $ 0) j 5 0 » < § W a © ° 3 ƒ 70 ) \ k d > ± \ § /C _= 4 4 > + ® _ / _ c � a ' \ \ _ z \ \ \ '/ § % J e \§ ® C / 10 e = e $ _ = 4 = \ CL ) \ M k 2 2 § 2 - 'I \ n E / C a 2 z 0 9 ° g @ \ @ 2 q + ;U � \ / % o Q # k / § k \ \ \ : E / '/ + * 0 ; a 7® to s « 2 2 g < g § ) �O k , 2 = 5 -- 5 = = o .I o & e CLE S E ± m = ° _ ) _ _ ;U ® -- e ce « ° % 2 ® 2 = t .� 3 ± ' $ 2 - S ® § f § § = Q » £ _ , F e 2 « ® / E 2 ° t ° * « ® 2 ' E$ i 2 ° \ a g a ° 2 ° \ �0 9° @ / 3 k ae 2 2 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 m 3 < 0 / \ L © a \ ;/ 2 k � ;G 6 = �\ f m k / \ 2 E :CD / (U ) o �+ E ;E o ; o ; 0 0 ; / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a CL � / t t / o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) a) \ 2 § \ { = m4a G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 \ % .G = a � J E 2 E 9 ;0 / \ / \ 2 \ 2 2 ;\ j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ Qq Ch E m = 2 c E > 0 fa # 2 =2 6 < o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e & �_� / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) / E © f u 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o 2 ƒ mEg \ $ : / J @ o 0 0 0 0 0 0 0 0 0 0 0 ¥ E » 2 g / / E 2 3 0 = o \ E .@ E § I % / _ ® / 4 / % 0 S ® \ % ¥ ° ® \ * / _ < o a u k s m < m / k / \ - 0) \ \ \ k D 2 E \ 0 \ I g # 2 v _/ \ \ E k R 0 ® C _ 5 © 04 \ / ^ ] ( < { C @ s - 2 0) _ � f 0 e / } _ _ = o 0 E i k f ¥ \ § d LLI/ � k ƒ2 § 4 4 g / / . �n » } / k / .< % \ / \ > f z \ z z ./ E A E \ E 7 ° $ E E § \ § .� , / I = n = E _ � � _ � �< c r = = a % z 2 9 ° g @ \ @ 2 q + ;U \ \ / o \ � k � E ) < o < 0 < = 7 §� 2 e \ \ 0 E = 2 a E 2 7 J .0 + * 0 ; 7= to s « - -- - < g § Z �O k , 2 = 5 ,- _0 = = o .I o & e r �? S E ± m = ° _ / _ _ ;U ® -- � 0. e � ) « 0 % 2 ® 2 — = \ ,2 3 ± ' $ 2 2 = - 0 ® § f § § f { % . ' e » LL £ = g e 2 « ® / E 2 ° .2 3 ° E � * « ® 2 ' E_ § 2 ° \ a g a ° 2 ° 0 \ �0 9° @ / 3 k a E 2 2 0 0 E 4 5 k / } / / mƒ�0 < 3 '/ », a 2 m 3 < - 0 / 0 E © a \ ;/ 2 k � ;G 6 = �\ J E m k / \ / E :CD In / (U ) o �+ E ;E o ; o ; 0 0 ; / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ § a CL � / t t / o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = mea G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E 2 \ % .G = a � J E 2 E 9 ;0 / \ / \ 2 \ 2 2 ;3 j_ 0 �+ ) B ) a IL Q 2 0 0 0 0 0 0 0 0 0 0 0 0 � % / E ' 3 / _�_ c Q t m =CL 0 / / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ { \ 2 k 0 f | o \ \ ( 0 ; ƒ k \ \ 2 0 0 0 0 0 0 0 0 0 0 0 0 ; = co § c 5 2 = m o e } w # / 0 7 \ w t � / % / o 0 00 0 0 0 0 00 0 0 _ § t \ % E _» / f / \ ° Lh >- § { e 2 \ / + ƒ \ Qq Ch E m = 2 c E > 0 fa # 2 =2 6 < o 0 0 o o o o o 0 0 o 0 0 0 0 & e / = e > �_� / \ \ u O < II / a) / f % E ± 2 _ § 2 f a a 7 ) / E © f u 0 0 0 0 0 0 0 0 0 0 0 0 / / a / ƒ \ \ E \ \ / t \ U o o 2 ƒ mEg \ ' 3 ( o 0 0 0 0 0 0 0 0 0 0 0 Ln / 4-1/ E / E fa § \ \ £ / E / E / 9 m a) / 2 % ¥ 2 / (0 / a) / 2 < o a a) k s m 7 m / a) 4> G < a) / % 0 3 < k / \ = 2 co 0) o \ _ = 0 2 = / E E E - ® \ m o E $ a ® ) \ _ » / _ / % ¥ » ] \ j 2 k \ \= / \ 2 \ / / / .. o ¥ i \ u m '> = 2 4 I ± e = = 4 4 / > \ L �= a - - 6 ® a a a �< \ a) � k z OL \ 76 ./ O = A " \ _ _ © $ = I = ® _ / � \ > M © a k + § J �\ ± = e m m m 0 0 / N k - LLI a)® _ £ = 2 = o .0 �§��� k \ \ \ \ / / / / \ ./ + * ¥ > / . � o s « 2 2 g < g § _ �O k , 2 = 5 - 5 = = o .I o & e �? S E ± m = ° _ / _ _ ;U I -- a e � ) « 0 % 2 ® 2 = \ ,2 3 ± ' $ 2 = - 0 ® § f § § f { % . 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S E ± m = ° _ / _ _ ;U ® -- e � ) « 0 % ) ® 2 3 ± ' $ 2 = - 0 ® § f § § » LL £ = g e 2 « ® / E 2 ° t ° * � « ® 2 ' E_ § m 0 ° \ a g 5 ° 2 ° \ �0 9° . @ / 3 � 0 a E 2 2 0 0 E 4 5 k / } / / mƒ�? / 3 '/ », a 2 M m -i k o / 0 E © a \ ;/ 2 k S ;\ J E % � '2 ) (U ) o �+ E ;2 k p .I o ; o ; 0 0 / � � o E ) § / E % ® > 0 / / o 0 o / / \ f §2 "0 « _ -CO: k 223 � 0 ƒ CD § a � / t t / m o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 7 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = 3oa G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E \ o = = o % & 2 J .. .. .. % .\ ± ° \ ® y % ) 0 0 0 0 0 0 0 0 0 0 0 0 = m .CL � / \ § } \ / IL 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ d 2 k E / o 0 0 0 0 0 0 0 0 0 0 0 ' 0) r = /0 > o E = I 2 ¥ 3 2 = m 3 = 0 0 0 0 0 0 0 0 0 0 0 0 .E \ § 2 / .E = q o / / � \ q o 7 ® w t k / ( E % / o 0 0 0 0 0 0 0 0 0 0 0 o c — ` E t \ % _ _» E< f / + / E % ( k { \ 0 Q 2 2 0 § \ f a/ < 0 0 0 0 0 0 0 0 0 0 o 0 2 § & e / 02 / |21 / \ \ E O < II g 2 / f E « © _ kLL O u ƒ 2 a a \ $ . 0 0 0 0 0 0 0 0 0 0 0 0 ' 2 — 2 > E \ ) o / \ � -t D 0 \ \ CL E \ _ = E � m \ k / \ $ : / J 2 _ $ o 0 0 0 0 0 0 0 0 0 0 0 ' ¥ E " » 2 ® o = \ t E 2 E c C cn \ ) ® \ / % \ 0 / \_ ) \ / \ k \ < j \ J � m . < 0 * •� a) :E $ a O 2 \ / 3 / \ / k k ? N m D 3 / 3 0 \ $ / \ / 2 v _/ \ / m 2 \ c ® ) C ) ® 3 0 / \ » g 0) / k k \ \ \ 3 \ m _ 2 .. E < \ _ ¥ © ¥ 3 / w m _ ! 74 I > E f § 0 _= 4 4 g > I . &2 + ® _ / _ 6 { \ / _ z \ \ \ E 6 % = e z o z $ z 22 = I 0 e ±n = ) $ = e = 4 = .O \ \ » \ k k J ) 2 § J �\ \ j 2 k CL /2 z 2 9 ° g @ a@ ) q + ;U � a o w o Q ' k ro \ \ \ z / E / / / '/ + \ \ S � 0 Ms « 2 2 g < g § Z �O o & e 2 E S E \ G \ � \ ) § 2 ° ;3 a __ � � �— � o g — ® — g — � z �� ± . m c E § « u CIO 22 _ % £ $ ° 2 = - © e \ S S $ \ E E R a �� * k ® \ 7 k° i k \ \ / \ \ \ % % ¥ % \ , 0Q», �°° % 2 / 0 o 2 / 0 o ] [ 4 5 < < z < < m ƒ74 / 3 �/ E a 2 k S ;\ ) (U ) o �+ E ;E o ; o ; 0 0 / r-jfa o E a) § / E % ® > 0 / / o 0 o / / \ f % § « _ § 2 / k 223 � 0 ƒ CD § a � / t t / m o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) \ \ 2 § \ { = 32a G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E \ % 1p I .G o = = o ? e ± » 7 « o 2 m ¢ N '\ / 0) (,q # .. .. .. % �\ ± ° \ ® y % 2 0 0 0 0 0 0 0 0 0 0 0 0 cm / 2 \ / m .� CL 0 / \ § } \ / I 0 0 0 0 0 0 0 0 0 0 0 z \ 8 / \ d 2 k E / o 0 o 0 0 0 0 0 0 0 0 0 ' 0) r = /§ > o E = I 2 ¥ 3 2 = m 3 = 0 0 0 0 0 0 0 0 0 0 0 0 .E \ § 2 / .E = q o / / � \ q o 7 ® w t CD / ( [ _%E le / o 0 0 0 0 0 0 0 0 0 0 0 t \ % E _» / f / / E % ( k {7 \ G � � 2 / § \ Co a/ < o 0 0 o o o o 0 0 o 0 0 2 § & e / = e / |2� / \ � \ E O < I I 0 2 / f E « © _ kLL O u ƒ 2 a a \ $ . 0 0 0 0 0 0 0 0 0 0 0 0 ' 2 — 2 > E \ ) o / \ E D 0 0 \ CL E \ = E � m .§ t k U > 2 7 O 5 $ :o / J = $ o 0 0 0 0 0 0 0 0 0 0 0 / 2. 2 ' \ ° 0 _ E / fa E 2 2m CD \ £ e \ 4 / % n \ S \ % ¥ m U) ® w w # _ CL � k � � a \ m 7 o / / .2 G < 2 \ / O & 2 \ U k m \ k = 6 a) I g = 2 = = 0 7 \ R # E § 0 2 \ / ƒ \ 2 $ a 7 § \ / j \ 2 \ / / \ \ 2 E f E e o /_ 0 .. 0 0 \ CO j \ % § k d ± s L § 4 4 ® _ ` � _ a - _ / _ < } �] E 2 6 / e 2 ./ \ % > e ® C zcz \ z z .f O 0 A e ±n 7 e $ = I = ® _ / I E O \ _ E m J > 2 m J .. \ c \ _ ) 2 f 7 z 0 9 ° g @ a@ 2 q + ;U \ / % o / ' k � S k < 0 < G < = 7 'u §� 9 E = 2 a E 2 7 J .0 + \ \ S � § s « 2 2 g < g § Z �O o & e 2 E S E \ G \ � \ ) § 2 ° ;3 a __ � a � o-- � o g z �� ± . c E § « u CIO £ $ ° 2 = - © m \ S S $ \ E E R a �� * k ® \ 7 k° i k \ \ / \ \ \ % % ¥ % \ , », �°° % 2 / k / \ 2 0 & o ] [ 4 5 k / } / / mƒ�? / 3 �/ a a _ m = « £ o £ 5 E a « 2 ,0- 2 k S ;\ ) (U ) o �+ E ;E o ; o ; 0 0 / r-jfa o E a) § / E % ® > 0 / / o 0 o / / \ f % § « _ § 2 / k 223 � 0 ƒ CD § a � / t t / m o % J = o o § o 0 0 0 0 ¥ § » z \ E / E E \ / 2 / C k / 0 \ < 0 0 0 0 0 D m 0 c U ; 0 0 0 0 0 C 7 ■ � % o 0 0 0 0 ` (D .< d E ,Q d w .2 0 2 ' .O \ E § E ;U 7 in ./ � + 2 \ R 2 = rL 0 \ \ \ / \ K .3 f ƒ * k a) a) \ 2 § \ { = 34a G5 �/ i'», a9 L w -1 2 z a e I c $ 3 .E C) I- m a (D \ %= r - - 0) Le) n & R a / \ M '2 » ;» = e o wCN o 0 « o \ Q E 6 w ¥ 6 0 ,2 / \ > 2 e = a o o co_ _ 04 - = n 5 e _ m _ z ) B ) a 2 CL0 0 0 0 0 0 0 0 0 10 % E E ' % ® 'cm c Q \ m .CL \ \ / ID \ / CL 0 0 0 0 0 0 0 0 # % / 7 \ \ \ \ / _ % o o Cl) w a; 5 a) ® ® G C � k 2 Q / m / 0 0 0 0 0 0 0 0 0 ; CD E 0) m _ r E e ® 2 @ a 4 I o ¥ E \ s o 0 00 0 0 0 0 0 ; @ 3 cu \ J / o : u CD2 w co co Go ; ^ ( / / \ / % 0 / 0 0 0 0 0 0 0 0 0 ; o § cu a) E % \ m Cl) \ \ � % \ - \ / E % / (\ \ / \ k 2 E@ E 3 = a - _ E a a _ _ - o _ _ _ \ < _ § o 0 0 0 0 o o o o ; \ > / 0 E § 2 °\ 2 0 E o < m § E « \/ > k @ g a =� 0 E _ § k 2 a a 7 \ \ } 2 E / a \ o / # S | g o 0 0 0 0 0 0 0 0 ' / \ § f \ \ (\ � k \ 2 t \ / O o = \ \ / k ƒ EO ± So » : a) 3 ƒ7@ _ o 0 0 0 0 0 0 0 0 _ = J ¥ \ E = o \ / E ) . \ \ _ _ w e E D r r n \ / 2 / ) 2 \ k E 2 g g g CLa f 0a1 f 3 3 3 / / \ ks m \ \ƒ 2 \ / O « o m @2 mm Co = E E / \ j \ k cn\ \ - \ \g ! 7 0 $ a � 3 ) 2 2 2 \ _ \ ƒ t a / mod \ ® ) ' _ 0 @ _ = 2 \ \ / f \72 2 u a) a 2= = § 0 6 CD mI \ / § \ e 0 \ 0 e6 c 4 4 ; } / § $�$ » } : k / .< g % \ / [ \ $ 2 / m / % % \ '> e mm ® c o z / z Z .O I \ G e o-0 m = m / $ _ E _ ® _ = o CL § % -0 3 / .. E k \ % \ E f '\ o 2 = z o f 2 = a = 2 = .0 \ S E E S 2 $ Co |� ± E e . 7 ƒ @ < 2 < G ¥ '_ §� o w o n 2 e \\ S o E _ » = E 2 �� ; Q a = 5 0 § � \ \ f f \ f .? / \ . k e � ƒ § \ / / \ / / / / �k c ' $ 2 5 = 0 ® \ I \ _ 2 6 . 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Q LU ' E' 0, U. c' c a; U- H L, u ; O41 i Q V� W 0 a: U � L N " M: N 714 of 725 OL } N 0,AENT°, Office of Community Planning and Development DATE: 08-19-23 QQr II II yON U.S.Department of Housing and Urban Development TIME: 14:18 *I I* Integrated Disbursement and Information System PAGE: 1 yoL IIIIIIII gm2 PR26-CDBG Financial Summary Report 9@qN DE�E�'Oe Program Year 2022 RANCHO CUCAMONGA,CA PART I: SUMMARY OF CDBG RESOURCES 01 UNEXPENDED CDBG FUNDS AT END OF PREVIOUS PROGRAM YEAR 788,252.46 02 ENTITLEMENT GRANT 1,064,209.00 03 SURPLUS URBAN RENEWAL 0.00 04 SECTION 108 GUARANTEED LOAN FUNDS 0.00 05 CURRENT YEAR PROGRAM INCOME 1,075,353.04 05a CURRENT YEAR SECTION 108 PROGRAM INCOME(FOR SI TYPE) 0.00 06 FUNDS RETURNED TO THE LINE-OF-CREDIT 0.00 06a FUNDS RETURNED TO THE LOCAL CDBG ACCOUNT 0.00 07 ADJUSTMENT TO COMPUTE TOTAL AVAILABLE 0.00 08 TOTAL AVAILABLE(SUM,LINES 01-07) 2,927,814.50 PART II: SUMMARY OF CDBG EXPENDITURES 09 DISBURSEMENTS OTHER THAN SECTION 108 REPAYMENTS AND PLANNING/ADMINISTRATION 1,422,082.36 10 ADJUSTMENT TO COMPUTE TOTAL AMOUNT SUBJECT TO LOW/MOD BENEFIT (12,600.00) 11 AMOUNT SUBJECT TO LOW/MOD BENEFIT(LINE 09+LINE 10) 1,409,482.36 12 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 41,766.84 13 DISBURSED IN IDIS FOR SECTION 108 REPAYMENTS 0.00 14 ADJUSTMENT TO COMPUTE TOTAL EXPENDITURES 0.00 15 TOTAL EXPENDITURES(SUM,LINES 11-14) 1,451,249.20 16 UNEXPENDED BALANCE(LINE 08-LINE 15) 1,476,565.30 PART III:LOWMOD BENEFIT THIS REPORTING PERIOD 17 EXPENDED FOR LOW/MOD HOUSING IN SPECIAL AREAS 0.00 18 EXPENDED FOR LOW/MOD MULTI-UNIT HOUSING 0.00 19 DISBURSED FOR OTHER LOW/MOD ACTIVITIES 1,422,082.36 20 ADJUSTMENT TO COMPUTE TOTAL LOW/MOD CREDIT 0.00 21 TOTAL LOW/MOD CREDIT(SUM,LINES 17-20) 1,422,082.36 22 PERCENT LOW/MOD CREDIT(LINE 21/LINE 11) 100.89% LOW/MOD BENEFIT FOR MULTI-YEAR CERTIFICATIONS 23 PROGRAM YEARS(PY)COVERED IN CERTIFICATION PY:2020 PY:2021 PY:2022 24 CUMULATIVE NET EXPENDITURES SUBJECT TO LOW/MOD BENEFIT CALCULATION 0.00 25 CUMULATIVE EXPENDITURES BENEFITING LOW/MOD PERSONS 0.00 26 PERCENT BENEFIT TO LOW/MOD PERSONS(LINE 25/LINE 24) 0.00% PART IV: PUBLIC SERVICE(PS)CAP CALCULATIONS 27 DISBURSED IN IDIS FOR PUBLIC SERVICES 58,258.56 28 PS UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 0.00 29 PS UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 0.00 30 ADJUSTMENT TO COMPUTE TOTAL PS OBLIGATIONS 0.00 31 TOTAL PS OBLIGATIONS(LINE 27+LINE 28-LINE 29+LINE 30) 58,258.56 32 ENTITLEMENT GRANT 1,064,209.00 33 PRIOR YEAR PROGRAM INCOME 25,000.00 34 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PS CAP 0.00 35 TOTAL SUBJECT TO PS CAP(SUM,LINES 32-34) 1,089,209.00 36 PERCENT FUNDS OBLIGATED FOR PS ACTIVITIES(LINE 31/LINE 35) 5.35% PART V: PLANNING AND ADMINISTRATION(PA)CAP 37 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 41,766.84 38 PA UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 0.00 39 PA UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 0.00 40 ADJUSTMENT TO COMPUTE TOTAL PA OBLIGATIONS 0.00 41 TOTAL PA OBLIGATIONS(LINE 37+LINE 38-LINE 39+LINE 40) 41,766.84 42 ENTITLEMENT GRANT 1,064,209.00 43 CURRENT YEAR PROGRAM INCOME 1,075,353.04 44 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PA CAP 0.00 45 TOTAL SUBJECT TO PA CAP(SUM,LINES 42-44) 2,139,562.04 46 PERCENT FUNDS OBLIGATED FOR PA ACTIVITIES(LINE 41/LINE 45) 1.95% 715 of 725 0,AENT°, Office of Community Planning and Development DATE: 08-19-23 QQr II II yON U.S.Department of Housing and Urban Development TIME: 14:18 *I I* Integrated Disbursement and Information System PAGE: 2 yoL IIIIIIII gm2 PR26-CDBG Financial Summary Report 9@qN DE�E�°Q Program Year 2022 RANCHO CUCAMONGA,CA LINE 17 DETAIL:ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 17 No data returned for this view.This might be because the applied filter excludes all data. LINE 18 DETAIL:ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 18 No data returned for this view.This might be because the applied filter excludes all data. LINE 19 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 19 Plan IDIS IDIS Voucher Activity Name Matrix National Year Project Activity Number Code Objective Drawn Amount 2021 4 709 6719048 PW-21/22 Concrete Rehabilitation Project 03L LMC $553,059.37 2021 4 709 6754931 PW-21/22 Concrete Rehabilitation Project 03L LMC $346,986.55 2021 4 709 6756166 PW-21/22 Concrete Rehabilitation Project 03L LMC $137,213.25 2022 4 694 6719048 PW:Sidewalk Grinding and Wheelchair Ramps Project 03L LMC $7,694.20 2022 4 694 6754931 PW:Sidewalk Grinding and Wheelchair Ramps Project 03L LMC $4,680.75 2022 4 694 6756166 PW:Sidewalk Grinding and Wheelchair Ramps Project 03L LMC $5,533.26 2022 4 694 6768469 PW:Sidewalk Grinding and Wheelchair Ramps Project 03L LMC $2,683.65 03L Matrix Code $1,057,851.03 2022 2 682 6756166 Foothill Family Center:Housing and Food Security Program 03T LMC $7,500.00 03T Matrix Code $7,500.00 2022 2 685 6756166 Family Service Association:Senior Nutrition Program 05A LMC $5,215.51 2022 2 687 6756166 Northtown Housing Development Corporation:Senior Food Bank Meal Program 05A LMC $2,587.40 2022 2 690 6754931 CMO:Jane Penny LINK Program 05A LMC $3,332.39 OSA Matrix Code $11,135.30 2022 2 684 6756166 House of Ruth:Domestic Violence Services and Preventions Program 05G LMC $4,553.23 O5G Matrix Code $4,553.23 2022 2 686 6756166 Impact Southern California:Homeless Prevention/Rapid Rehousing Program 05Q LMC $3,617.33 OSQ Matrix Code $3,617.33 2022 2 692 6719048 PW:Graffiti Removal Program 05V LMA $3,333.63 2022 2 692 6754931 PW:Graffiti Removal Program 05V LMA $2,049.69 2022 2 692 6756166 PW:Graffiti Removal Program 05V LMA $1,654.06 2022 2 692 6768469 PW:Graffiti Removal Program 05V LMA $1,274.99 05V Matrix Code $8,312.37 2022 2 683 6756166 Inland Valley Hope Partners:Food Security/Family Stabilization Program 05Z LMC $1,805.51 2022 2 688 6719048 CMO:Farmer's Market Partnership 05Z LMA $2,918.01 2022 2 688 6754931 CMO:Farmer's Market Partnership 05Z LMA $4,954.20 2022 2 688 6768469 CMO:Farmer's Market Partnership 05Z LMA $3,427.61 2022 2 689 6754931 CMO:Cocinando con Amigos Saludables y Alegres(CASA)/Cooking with Healthy and Happy Friends Program 05Z LMA $4,400.00 2022 2 689 6768469 CMO:Cocinando con Amigos Saludables y Alegres(CASH)/Cooking with Healthy and Happy Friends Program 05Z LMA $3,600.00 2022 2 691 6719048 CSD:Financial Assistance Program 05Z LMC $1,376.50 2022 2 691 6754931 CSD:Financial Assistance Program 05Z LMC $658.50 O5Z Matrix Code $23,140.33 2021 3 641 6719048 Housing Rehabilitation Program 14A LMH $114,024.08 2021 3 641 6738132 Housing Rehabilitation Program 14A LMH $12,600.00 2021 3 641 6754931 Housing Rehabilitation Program 14A LMH $55,738.84 2021 3 641 6756166 Housing Rehabilitation Program 14A LMH $106,493.93 2021 3 641 6768469 Housing Rehabilitation Program 14A LMH $17,115.92 14A Matrix Code $305,972.77 Total $1,422,082.36 LINE 27 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 27 Activity to prevent, Plan IDIS IDIS Voucher prepare for, Activity Name Grant Number Fund Matrix National Year Project Activity Number and respond Type Code Objective to Coronavirus Drawn Amount 2022 2 682 6756166 No Foothill Family Center:Housing and Food Security Program B22MC060556 EN 03T LMC $7,500.00 03T Matrix Code $7,500.00 716 of 725 0,AENT°, Office of Community Planning and Development DATE: 08-19-23 QQr II II yON U.S.Department of Housing and Urban Development TIME: 14:18 *I I* Integrated Disbursement and Information System PAGE: 3 yoL IIIIIIII gm2 PR26-CDBG Financial Summary Report 9@qN DE�E�°Q Program Year 2022 RANCHO CUCAMONGA,CA Activity to prevent, Plan IDIS IDIS Voucher prepare for, Activity Name Grant Number Fund Matrix National Year Project Activity Number and respond Type Code Objective to Coronavirus Drawn Amount 2022 2 685 6756166 No Family Service Association:Senior Nutrition Program B22MC060556 EN 05A LMC $5,215.51 2022 2 687 6756166 No Northtown Housing Development Corporation:Senior Food Bank Meal B22MC060556 EN 05A LMC $2,587.40 Program 2022 2 690 6754931 No CMO:Jane Penny LINK Program B22MC060556 EN 05A LMC $3,332.39 OSA Matrix Code $11,135.30 2022 2 684 6756166 No House of Ruth:Domestic Violence Services and Preventions Program B22MC060556 EN O5G LMC $4,553.23 O5G Matrix Code $4,553.23 2022 2 686 6756166 No Impact Southern California:Homeless Prevention/Rapid Rehousing B22MC060556 EN O5Q LMC $3,617.33 Program OSQ Matrix Code $3,617.33 2022 2 692 6719048 No PW:Graffiti Removal Program B22MC060556 PI O5V LMA $3,333.63 2022 2 692 6754931 No PW:Graffiti Removal Program B22MC060556 EN O5V LMA $2,049.69 2022 2 692 6756166 No PW:Graffiti Removal Program B22MC060556 EN O5V LMA $1,654.06 2022 2 692 6768469 No PW:Graffiti Removal Program B22MC060556 EN 05V LMA $1,274.99 O5V Matrix Code $8,312.37 2022 2 683 6756166 No Inland Valley Hope Partners:Food Security/Family Stabilization Program B22MC060556 EN O5Z LMC $1,805.51 2022 2 688 6719048 No CMO:Farmer's Market Partnership B22MC060556 PI O5Z LMA $2,918.01 2022 2 688 6754931 No CMO:Farmer's Market Partnership B22MC060556 EN O5Z LMA $4,954.20 2022 2 688 6768469 No CMO:Farmer's Market Partnership B22MC060556 EN O5Z LMA $3,427.61 2022 2 689 6754931 No CMO:Cocinando con Amigos Saludables y Alegres(CASH)/Cooking with B22MC060556 EN O5Z LMA $4,400.00 Healthy and Happy Friends Program 2022 2 689 6768469 No CMO:Cocinando con Amigos Saludables y Alegres(CASA)/Cooking with B22MC060556 EN O5Z LMA $3,600.00 Healthy and Happy Friends Program 2022 2 691 6719048 No CSD:Financial Assistance Program B22MC060556 PI O5Z LMC $1,376.50 2022 2 691 6754931 No CSD:Financial Assistance Program B22MC060556 EN O5Z LMC $658.50 05Z Matrix Code $23,140.33 No Activity to prevent,prepare for,and respond to Coronavirus $58,258.56 Total $58,258.56 LINE 37 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 37 Plan IDIS IDIS Voucher Activity Name Matrix National Year Project Activity Number Code Objective Drawn Amount 2022 5 697 6719048 City of Rancho Cucamonga:CDBG Program Administration 21A $9,348.70 2022 5 697 6754931 City of Rancho Cucamonga:CDBG Program Administration 21A $12,090.06 2022 5 697 6756166 City of Rancho Cucamonga:CDBG Program Administration 21A $5,957.51 2022 5 697 6768469 City of Rancho Cucamonga:CDBG Program Administration 21A $6,162.43 21A Matrix Code $33,558.70 2022 1 681 6756166 Inland Fair Housing and Mediation Board:Fair Housing Services 21D $8,208.14 21D Matrix Code $8,208.14 Total $41,766.84 717 of 725 QP�-�MENT0" Office of Community Planning and Development DATE: 08-19-23 6 U.S. Department of Housing and Urban Development TIME: 14:17 * II illl * Z Integrated Disbursement and Information System PAGE: 1 20 IIIIIIII �z PR26-CDBG-CV Financial Summary Report G RANCHO CUCAMONGA,CA Q 9e'9N DE'V� PART I: SUMMARY OF CDBG-CV RESOURCES 01 CDBG-CV GRANT 1,591,323.00 02 FUNDS RETURNED TO THE LINE-OF-CREDIT 0.00 03 FUNDS RETURNED TO THE LOCAL CDBG ACCOUNT 0.00 04 TOTAL CDBG-CV FUNDS AWARDED 1,591,323.00 PART II: SUMMARY OF CDBG-CV EXPENDITURES 05 DISBURSEMENTS OTHER THAN SECTION 108 REPAYMENTS AND PLANNING/ADMINISTRATION 1,551,427.54 06 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 0.00 07 DISBURSED IN IDIS FOR SECTION 108 REPAYMENTS 0.00 08 TOTAL EXPENDITURES(SUM,LINES 05-07) 1,551,427.54 09 UNEXPENDED BALANCE(LINE 04-LINE8) 39,895.46 PART III:LOWMOD BENEFIT FOR THE CDBG-CV GRANT 10 EXPENDED FOR LOW/MOD HOUSING IN SPECIAL AREAS 0.00 11 EXPENDED FOR LOW/MOD MULTI-UNIT HOUSING 0.00 12 DISBURSED FOR OTHER LOW/MOD ACTIVITIES 1,551,427.54 13 TOTAL LOW/MOD CREDIT(SUM,LINES 10-12) 1,551,427.54 14 AMOUNT SUBJECT TO LOW/MOD BENEFIT(LINE 05) 1,551,427.54 15 PERCENT LOW/MOD CREDIT(LINE 13/LINE 14) 100.00% PART IV: PUBLIC SERVICE(PS)CALCULATIONS 16 DISBURSED IN IDIS FOR PUBLIC SERVICES 917,760.90 17 CDBG-CV GRANT 1,591,323.00 18 PERCENT OF FUNDS DISBURSED FOR PS ACTIVITIES(LINE 16/LINE 17) 57.67% PART V: PLANNING AND ADMINISTRATION(PA)CAP 19 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 0.00 20 CDBG-CV GRANT 1,591,323.00 21 PERCENT OF FUNDS DISBURSED FOR PA ACTIVITIES(LINE 19/LINE 20) 0.00% 718 of 725 QP�-�MENT0" Office of Community Planning and Development DATE: 08-19-23 6 U.S. Department of Housing and Urban Development TIME: 14:17 * II illl * Integrated Disbursement and Information System PAGE: 2 20 IIIIIIII �z PR26-CDBG-CV Financial Summary Report G RANCHO CUCAMONGA,CA Q 9e'9N DEWED LINE 10 DETAIL:ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 10 No data returned for this view. This might be because the applied filter excludes all data. LINE 11 DETAIL:ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 11 No data returned for this view. This might be because the applied filter excludes all data. LINE 12 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 12 Plan Year IDIS Project IDIS Voucher Activity Name Matrix National Activity Number Code Objective Drawn Amount 2019 25 653 6568335 CDBG-CV ESBA-Big Wok Restaurant, Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Big Wok Restaurant, Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Big Wok Restaurant, Inc. 18A LMJ $147.44 654 6568335 CDBG-CV ESBA-G&G Food&Future LLC 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-G&G Food&Future LLC 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-G&G Food&Future LLC 18A LMJ $147.44 655 6568335 CDBG-CV ESBA-Mavis Foods LLC 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Mavis Foods LLC 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Mavis Foods LLC 18A LMJ $147.44 656 6568335 CDBG-CV ESBA-Xidi Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Xidi Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Xidi Inc. 18A LMJ $147.44 657 6568335 CDBG-CV ESBA-Kabuki Rancho Cucamonga, Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Kabuki Rancho Cucamonga, Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Kabuki Rancho Cucamonga, Inc. 18A LMJ $147.44 658 6568335 CDBG-CV ESBA-Pita Street Rancho Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Pita Street Rancho Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Pita Street Rancho Inc. 18A LMJ $147.44 659 6568335 CDBG-CV ESBA-Sunrise Bakery,Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Sunrise Bakery,Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Sunrise Bakery,Inc. 18A LMJ $147.44 660 6568335 CDBG-CV ESBA-Kalicorp,Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Kalicorp,Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Kalicorp,Inc. 18A LMJ $147.44 661 6568335 CDBG-CV ESBA-Amins, Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Amins, Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Amins, Inc. 18A LMJ $147.44 662 6568335 CDBG-CV ESBA-Aminsubs,Inc. 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Aminsubs,Inc. 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Aminsubs,Inc. 18A LMJ $147.44 663 6568335 CDBG-CV ESBA-Drunken Cake Pops LLC 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Drunken Cake Pops LLC 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Drunken Cake Pops LLC 18A LMJ $147.44 664 6568335 CDBG-CV ESBA-Acai Life Superfoods LLC 18A LMJ $20,000.00 6605919 CDBG-CV ESBA-Acai Life Superfoods LLC 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Acai Life Superfoods LLC 18A LMJ $5,147.44 665 6568335 CDBG-CV ESBA-Red Hill Coffee Shop 18A LMJ $20,000.00 719 of 725 QP�-�MENT0" Office of Community Planning and Development DATE: 08-19-23 6 U.S. Department of Housing and Urban Development TIME: 14:17 * II illl * Integrated Disbursement and Information System PAGE: 3 20 IIIIIIII �z PR26-CDBG-CV Financial Summary Report G RANCHO CUCAMONGA,CA Q 9e'9N DE\11� Plan Year IDIS Project IDIS Voucher Activity Name Matrix National Activity Number Code Objective Drawn Amount 2019 25 665 6605919 CDBG-CV ESBA-Red Hill Coffee Shop 18A LMJ $1,769.23 6680160 CDBG-CV ESBA-Red Hill Coffee Shop 18A LMJ $147.44 666 6605919 CDBG-CV ESBA-Atallah&Sons 18A LMJ $21,769.23 6680160 CDBG-CV ESBA-Atallah&Sons 18A LMJ $5,147.44 667 6605919 CDBG-CV ESBA-Hong Ji Management Inc. 18A LMJ $21,282.30 6680160 CDBG-CV ESBA-Hong Ji Management Inc. 18A LMJ $634.37 676 6605919 CDBG-CV ESBA-Sky Limit Investments 18A LMJ $15,000.00 6680160 CDBG-CV ESBA-Sky Limit Investments 18A LMJ $6,916.55 678 6605919 CDBG-CV ESBA-Sabor A Mi Food Inc. 18A LMJ $20,000.00 6680160 CDBG-CV ESBA-Sabor A Mi Food Inc. 18A LMJ $1,916.67 698 6680160 CDBG-CV ESBA-El Tio Alex Taqueria and Catering 18A LMJ $21,916.67 699 6680160 CDBG-CV ESBA-Baseline Subway 18A LMJ $21,916.67 700 6680160 CDBG-CV ESBA-Precision Partners Rancho Inc. 18A LMJ $21,916.67 701 6680160 CDBG-CV ESBA-Shokunin F&B 18A LMJ $26,916.67 702 6680160 CDBG-CV ESBA-The Deli 18A LMJ $21,916.67 703 6680160 CDBG-CV ESBA-EJMG Zendejas,Inc. 18A LMJ $21,916.67 704 6680160 CDBG-CV ESBA-Anishika Mgmt Inc. 18A LMJ $21,916.67 705 6680160 CDBG-CV ESBA-Zait Corp 18A LMJ $21,916.67 706 6680160 CDBG-CV ESBA-MHR Investment 18A LMJ $21,916.67 707 6680160 CDBG-CV ESBA-Obeid Brothers Inc.,Denny's Restaurant 18A LMJ $21,916.67 708 6680160 CDBG-CV ESBA-Oko Yummy 18A LMJ $26,916.67 26 645 6609838 CDBG-CV Emergency Housing Assistance 05Q LMC $917,760.90 Total $1,551,427.54 LINE 16 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 16 Plan Year IDIS Project IDIS Voucher Activity Name Matrix National Activity Number Code Objective Drawn Amount 2019 26 645 6609838 CDBG-CV Emergency Housing Assistance 05Q LMC $917,760.90 Total $917,760.90 LINE 19 DETAIL:ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 19 No data returned for this view. This might be because the applied filter excludes all data. 720 of 725 Housing . • Community �.1 Development Public Hearing Consolidated Annual Performance 00,F Evaluation Report (CAPER) RANCHO • • 2022/2023 CUCAMONGA September • 2023 1f1FIlIIF 111111l11 1llfillll 11lI11111 1111l1l11 II1111 F71 I E11E1111 � IIIIFIIII IEIIFIl11 � 111111111 �_ �_ � IflIf 111' � 1111111 r• ■ ■ ... i . ... ! ■ . . ... .® all 12 ® 2 ®� all ■ ._n .. In . . ... , . ::. �■ . . ... . .s . , ... . ■ ... ■ ..R me ... son -- ISO WHAT IS THE CONSOLIDATED HousingPERFORMANCE EVALUATION REPORT (CAPER) ? • The CAPER is a report required by the U.S. Department of CAPER and Urban Development (HUD) which describes the use and accomplishments of federal Community Development Block Grant (CDBG) funds allocated to the City. • This period covers1 • June 30, 2023. • This CAPER covers the third year of the Consolidate Plan . 1f1FIlIIF 111111111 lrlfil 111 IEllll 111 rnleull wnuu IEl1E1F11 � IIEIEIiiI IEIIFIl11 1lIIEIfII �_ �_ � Ifllflri• � II II L111• --- -�� --- -a em®m =--■ ■ all --...- ... i � ... � �■ � � ... ® ® .>. � ® ®gym ®� ... ■ ■ �� as --- - --_ -- --- man --_ COMPONENTS OF REPORTING PLANS • 5-Year Consolidated ' • ' • ' 1 1 1 - Plan) Action• Annual . . • AAPs are prepared each year of the ConPlan and outline specific activities, goals, objectives, etc., for the given program year (not • Consolidated Annual Performance and Evaluation Report (CAPER) CAPERs are annual reports that detail use of funds and progress towards meeting goals and objectives for AAPs LLLLLLU 1f1FIlIIF 111111111 lrlfillll IElllllll rnleull wnuu IEl1E1F11 � IIEIEIiiI IEIIFIl11 1lIIEIfII �_ �_ � Ifllf lli• � IIIII111• go meson is so a ll me so; MIN IN MWE man --_ CITIZEN PARTICIPATION • On 1 the City published • - in the paper - general public that the Draft 2022-2023A ' • • be available for reviewand comment thru September . 2023. • The CAPER was also placed on the City's website for public access • review. • This Public Hearing also provides the public an opportunity to provide comment and feedback. • As of to date no comments have been received on the CAPER. 1f1FIlIIF 111111111 lrlfillll IElllllll rnleull wnuu IEl1E1F11 � IIEIEIiiI IEIIFIl11 1lIIEIfII �_ �_ � Ifllf lri• � IIIIL111• ■ ■ ... i ... ! ii■ ... as .a go ®gym ®� Mall ■ all �� In I ammamma --- man ISO CDBG FUNDING FOR 2022/2023 PROGRAM YEAR OURCE OF FUNDS wmmjAMOCDBG Allocation $ 1;064;209 Prior Year Funds1 Total - - 1,064,209 1P,T, psi E � FOR 2022/2023 PROGRAM YEAR • Provide fair housing services to 9 Provide domestic violence services 427 residents to 46 residents • Provide healthy meals to 9 Completed Home Rehabilitation HIGHLIGHTS OF ACCOMPLISHMENTS nutritional• Provided food bank and 9 Complete construction of - - R . • residents.• Provided help to homeless sidewalks or at-risk of 9 Complete grinding and repair of homeless Concrete - • • Program uuun� dad NEW u.uuu — uuuni — renurn — — � rruru+• rrur�n• ■ ■ ... i � ... � �■ � � ... ® ® .. ®gym ®� ... ■ ■ all ... MUM as --- so - --_ �-- --- in --_ ... ::. ri.. .. .. ... ... ■•• ... STAFF RECOMMENDATION • Approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER). • Determine that the action is exempt from the California Environmental • •A pursuant to Section 15060(c)(2) of the •A Guidelines. • Authorize the City Manager or their designee to submit Report to the U.S. Department of Housing and Urban Development (HUD). LLLLLLU 1f1FIlIIF 111111111 as OEM all so all me Ill lrlfillll IElllllll rnleull wnuu IEl1E1F11 � IIEIEIiiI IEIIFIl11 1lIIEIfII �_ �_ � Ifllf lli• � IIIIL111• as --- - --_ �-- --- ■t• in ...--_ ... .. .. ... ... QUESTIONS ril.!p ■.1.1.. 1f1FIlIIF w111111111 lrlfil 111 IEllll 111 rnleull nuu IEl1E1F11 � IIEIEIiiI IEIIFIl11 1lIIEIfII � Ifllflli• II II L111• {•I1'' � 1111 21 ME 2- M all me In is me l a�i -- - .■ --: --- Wool --- .■ --s �.. ii■ Wo■ �_ �titi. Wool Wool .IWo�Wo Wool ol.. man ... NONgq I � RANCHO CUCAMONGA FIRE DISTRIC DATE: September 6, 2023 TO: President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Mike McCliman, Fire Chief Noah Daniels, Finance Director Darci Vogel, Fire Business Manager SUBJECT: Fire District Staffing and Response Planning (FIRE) RECOMMENDATION: Staff recommends that the Fire Board approve the hiring of three additional shift Battalion Chiefs in order to facilitate and fully implement the staff recommended North and South geographic Battalions. BACKGROUND: The Rancho Cucamonga Fire Protection District, formerly known as the Foothill Fire Protection District, was formed in 1975 through a consolidation of the Alta Loma Fire District and the Cucamonga Fire District. On July 1, 1989, the Fire District was legislatively reorganized to a subsidiary district of the City of Rancho Cucamonga and was renamed the Rancho Cucamonga Fire Protection District. When formed in 1975, the Fire District's jurisdiction encompassed three fire stations with an approximate population of 44,000. Since that time, the Fire District's jurisdiction has grown to encompass seven fire stations (soon to be eight) and 52 square miles with an approximate population of 176,000. While the Fire District has grown significantly in jurisdiction, population served, fire stations, and staffing, it has remained a one Battalion system with three Shift Battalion Chiefs (one per shift) managing the Fire District's operational area. ANALYSIS: Due to the tremendous growth experienced by the Fire District and recent personnel changes, the Fire District has evaluated the service delivery in both direct and support services. Fire District management staff have identified the need to implement a distinct supervisory and oversight initiative to better deliver an efficient and effective level of service to our community. This initiative is the dividing of the district geographically between north and south; thereby adding a second Battalion with a Battalion Chief(BC) to provide supervision and oversight. Current Status and Responsibilities Currently, one on-duty BC is responsible for the supervision and oversight of the entirety of the Fire District. The Shift BCs are stationed at Fire Station 174 (Jersey). They work a 24-hour schedule, 365 days a year, and have the following primary responsibilities: 721 of 725 1. Operational Responsibilities: a. Daily management of seven fire stations (soon to be eight) and ten Companies consisting of seven engines (soon to be eight), two trucks, and a Captain Specialist. This covers 52 square miles with an approximate population of 176,000 and over 17,400 incidents per year. b. Incident Commander(IC) on every multi-company incident in the Fire District. c. Ensure Standard Operating Procedures (SOPs) and incident safety standards are being adhered to while managing the emergency incident. 2. Administrative Responsibilities: a. Personnel Management ■ Daily supervision and annual evaluation of ten Captains (soon to be eleven). The industry management standard is a Span of Control of three to seven subordinates with an optimal at five. ■ Assists Captains with discipline and other personnel issues. ■ Participates in the interview, selection, training, and promotion of Firefighters and Engineers. ■ Communicates daily with Deputy Chiefs regarding potential issues with personnel problems that need to be addressed, community interactions, ambulance issues, mutual aid delays, program inefficiencies, response issues, etc. b. Program Management ■ A-Shift BC: Communications, Response Planning, Technology, Fire and Arson Investigation (Captain Specialist Program). ■ B-Shift BC: Fire Suppression programs, including Apparatus, Safety and Wellness, SCBA, Hose, Wildland, Burn Cadre, Equipment, and Logistics. ■ C-Shift BC: Special Operations programs, including Hazardous Materials, Tactical Response, and Technical Rescue (USAR). c. Interdepartmental collaboration d. Administrative responsibilities with increased scope on Fridays, Saturdays, Sundays, and Holidays. This includes DoIT, Human Resources, Risk Management, Workers Compensation, Public Information, and Agency Representative responsibilities. e. Collaboration and communication with Fire Prevention regarding field observations. f. Daily staffing through Telestaff to confirm appropriate program coverage and disciplines are met across ten different fire apparatus. g. Policy review and updates. 3. Regional Cooperator Responsibilities: a. Assistance at the Emergency Communications Center (ECC) at CONFIRE. b. Support of the San Bernardino County Operational Area (OA). c. Assist and support regional initiatives developed by the County Training Officers and County Ops Chiefs. d. Management of the Daily XBO Page used for agency resources available for Mutual Aid Deployments. Recommendation Due to current and anticipated growth in service delivery, jurisdiction, population served, and staffing, the Fire District recommends implementing a two Battalion system for improved Page 2 722 of 725 operational and management span of control. Implementing a two Battalion system will result in adding three BCs to the Fire District's allocated positions and splitting the City into a North and South Battalion at Highland Avenue. Fire Station 178 (Town Center) is scheduled to open in Spring 2024. This station will result in the addition of three on-duty personnel per shift, as well as the Fire District's new electric engine, thus putting further pressure on the current one Battalion system. The Fire District anticipates future service enhancements through the addition of one or more on-duty ambulances and/or paramedic squads, each staffed by two additional on-duty personnel per shift. The Fire District also owns land for future Fire Station 179, which would result in the addition of another three on-duty personnel per shift and a new fire engine. With these changes, the span of control will be too great for three shift BCs to manage in addition to their current operational, administrative, and regional responsibilities. Proactive implementation of a two Battalion system now, before the opening of Fire Station 178 (Town Center) and deployment of ambulances and/or paramedic squads, will better prepare the Fire District for the changes coming in FY 2024-25 and beyond. Fire stations will be split across the Battalions as follows: ProgramsFire Station Personnel Apparatus & Station 171 3 1 Engine (Amethyst) s o Station 175 7 1 Engine, 1 Tiller Truck, Technical Rescue Team � (Banyan) Z a Station 176 m East 3 1 Engine, 1 OES Type 3 Engine Station 177 3 1 Engine Hellman Station 172 3 1 Engine, 1 OES Type 6 Engine (San Bernardino = Station 173 s — .0 3 1 Engine, 1 Water Tender, HazMat Team Da Creek 0 r Station 174 N 7 1 Engine, 1 Tiller Truck m (Jersey) Station 178 4 1 Engine, Captain Specialist Program Town Center The implementation of a second Battalion will result in the following benefits to the community: 1. Addition of one Shift BC to the daily staffing for a total of two Shift BCs on duty every day. 2. Improved operational and management Span of Control with the North Battalion at a five- to-one ratio and the South Battalion at a six-to-one ratio. This will immediately place them in the range of an optimal span of control. 3. Ability to immediately respond a Command Chief Officer to any mutual or automatic aid request without impacting the Fire District's needs. Instead of recalling an off-duty Shift BC for the operational management of the Fire District, one of the two on-duty Shift BCs will assume the coverage for the entire City until change of shift. Page 3 723 of 725 4. Ability to assist on a regular basis in the Emergency Communication Center (ECC) while still providing internal Fire District command. This is a vital part of our ambulance RFP and will create a regional approach to unit deployment. 5. Program Management will be more effective and efficient. The three Shift BC's will split their program duties with the same shift partner in the other Battalion. This division of program oversight is needed due to the size of the Fire District and the needs of the specialty programs. 6. Increased risk management with one of the Shift BC's serving as a qualified Incident Safety Officer (ISO) on all working incidents (Fires, Rescues, Haz Mat etc.) per NFPA 1521 Standards. 7. Increased mentoring, coaching, and supervision of the personnel at every station. Splitting of the Fire District into two distinct geographic areas will allow the Shift BC to meet with all of his/her crews on a more frequent basis. This increases the level of service by setting leader's intent and visually ensuring that crew-cohesion, operational readiness, and situational awareness with consistent at the company level throughout the District. 8. Immediate depth at the Chief Officer rank provides that a larger pool of qualified candidates can be selected from when considering promotional opportunities for Deputy Chief and Fire Chief. 9. Sending an Agency Representative to incidents in neighboring jurisdictions that may impact Rancho Cucamonga. The benefits of implementing a two Battalion system are significant, however this enhanced service has the potential of several adverse impacts. This includes a financial impact to the Fire District's budget; the potential creation of a more medium sized department "feel" as on-duty shift personnel are split between the two Battalions on a daily basis; and potential lessening of some of the elements that reinforce the bottom-up approach to the culture of the Fire District. Implementation Timeline Implementing a two Battalion system will result in the addition of three BCs to the Fire District's allocation positions. The positions will be filled through internal promotions, resulting in hiring three new firefighters. Staff recommends including these new hires in the upcoming Tower 27 Fire Academy. Staff have identified the below timeline for implementation of the recommended supervisory and oversight initiatives: Date Action October 16, 2023 Fire Academy start date and hiring of three backfill firefighters December 6, 2023 BC test and creation of eligibility list December 9, 2023 Engine 178 placed in-service January 20, 2024 Implementation of Second Battalion FISCAL IMPACT: Due to the uncertain hiring timeline associated with these positions, the full budgetary impacts of the staffing changes will be examined during the preparation of the midyear budget for Fiscal Year 2023-24. Yet, there will be salary savings related to recent vacancies. Page 4 724 of 725 Below are the financial impacts associated with the staffing changes for your decision-making purposes; however, these costs won't be fully realized during Fiscal Year 2023-24 since these positions are expected to be filled partway through the fiscal year. The estimated annual cost of the recommended staffing changes are as follows: Service Delivery Annual Net Fiscal Staffing Action t Change Expense Impact Second Battalion Fund three (3) Shift BCs $986,000 $986,000 In addition, the estimated equipment costs are as follows: Equipment Impact BC Command Vehicle 1 $200,000 Second Battalion $205,400 Tablet Command iPad 3 $5,400 COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item brings together portions of the Council's vision and core value by providing a sustainable City and promoting a safe and healthy community for all. This is accomplished by utilizing the revenue within the Fire District's budget to enhance the level of service provided to the community. ATTACHMENTS: None. Page 5 725 of 725 STAFFING AND RESPONSE PLANNING Implementation of Two Battalion System September • 2023 � �r RANCHO CUCAMONGA FIRE DISTRICT FIr EVALUATION OF CURRENT SERVICE DELIVERY 1989: 1 Battalion System • 3 fire stations - ----------,- _- f -- ---.-.- _ _ . _ _ . . - - • 50 safety personnel _._....... • 5,400 incidents FIHE LIVAN STATION STATION AVL • 101,500 population FlERE� BANYAN ATR7M - - l FIRE STATION Banyan Si f AMETHYST �. FIRE STATION - --�paUlill Fwy 214 %/ 2023• - - AL aMh a : 1 GRAPELANQ m EMYCREEK erlwuv' ! IRE STATION U • 8 fire stations 4 �TOVYN ENTER TERBa� Line Rd n ❑ �'r a FIRE STATION �• 102 safety personnel SAIFETV FIRE E FACY i F P°0 I15RN BE MMMNQ RD. HE�DLaUAR pT�IS • 18 500 incidents (est) FIRE STATION CIJCOkGAr � Arrow Rle I • 176 000 population _._. `��` I._-_-_-_ TRAINING r l CENTERJERSEY l �•5 FlRE STATION I•_•-._ I 1ti I .._-_-_.. ._.-----'-.-----.. 1 HONOfl I � RANCHO CUCAMONGA FIRE DISTRICA EVALUATION OF CURRENT SERVICE DELIVERY Heatmap of Active Stations With 1.5 Mile Buffer _.-.-.-•-.-.-.-.-.-.- - - - - - - - -•------- _ -.- --•--- t �y 4 1 i . -.-.-.-.-.-.-,_.-._._._._.- -.+ I Duncan Canyo I I 176 Sill, iI• I 1 i 177� I 1 + I 1 4t cn,s; ®175 0 •c roar, i Curti - n wa[� ©173 ., Nllls - Baseline Av Ca y Club 1 n I d 172. IF z a m n > 1 1 3 y plandI Arrow H i Legend N 1 -•- ...... Q 174 © 0173 1 1 F re Stations 172 E 9th St F 1 - -Gty[o..dal Q 174 olive St -.ve+5t Sparse 7.h St � m �175 Dense 176 E 5th St E 60 Sc 1 0 177 E sth St z 1.5 Mile Buffer E 5[h 5[ 0171 _ E4th 5t -•-•-•-•-•-•-•-•- - -• ........ -•- *• San Bernardino.Ave s o v a F > ¢ a >. 6EmpA id . , w VallY Blv YEGSt Pl""y Valley BI 1 NONOq � RANCHO CUCAMONGA FIRE DISTRICT X. EVALUATION OF CURRENT SERVICE DELIVERY Heatmap of Active Stations with 178 & 1.5 Mile Buffer ---------------------- ------------- _. ._.�,_._._._r I I 1 I ; I , 1 (/ 1 I 6 • 177 1 � l i._._.� I 0 176 � summi y cnue. 175 , pal F B�nya ` curd - ',z7 o' •� F a 17 wale — 3 E Upla Hilts - F cc ryCluh 1 �8aseline Av n New a 4 > � Station � A Y z D :I 172 17B a n z „ m �u i 3 > piano cnwH Legend x r 9th 5f 1 - - 174 © Q 172 1 5re Slatmrls 173 olive St • _._._.___ 0 —. _ —citycity6 ry Q ourda 174 __-- E 7th 5t ''^�aPa St�5Var9e 175 ' Denim 176 E 6Ch 5t 1611 11 � ', 0 177 \y E Sth St �� €5th St 1.5 Mile Buffer�. 178(New) 171 E utfi�St� ---•------------- --------- 6nrdm-Av aFov > c > a EGSt dEmpirp Valley SI 1 N6Ngq I � RANCHO CUCAMONGA FIRE DISTRICT EVALUATION OF CURRENT SERVICE DELIVERY Fire Stations Personnel Incidents Population 167% increase 104°o increase 243% increase 73°o increase 9 8 102 20,000 18,500 200,000 176,000 8 100 18,000 180,000 7 16,000 160,000 6 80 14,000 140,000 12,000 120,000 101,500 5 60 50 10,000 100,000 4 3 8,000 80,000 3 40 6,000 5,400 60,000 2 20 4,000 40,000 1 2,000 20,000 OF 0 0 0 0 1989 2023 1989 2023 1989 2023 ■ 1989 - 2023 NOxOq I RANCHO CUCAMONGA FIRE DISTRICT SHIFT BC RESPONSIBILITIES Operational k;IU STATIO ; Responsibilities EMT AVE. IRE STAMN , T XME THY5T I f FIRE STATION { Shift DAY RE CREEK IRE CREEK BC FIRE Regional Administrative INGRa- � Cooperator Responsibilities TON Responsibilities ALL RISK TRAININGO JERSEY CENTER FIRE STAPON' HONOfl I � RANCHO CUCAMONGA FIRE DISTRICT SHIFT BC RESPONSIBILITIES • Personnel management and development • Interview, selection, training, and promotion Administrative • Program management • Interdepartmental collaboration • Daily staffing and program coverage • Policy review and updates. • Daily management of 7 fire stations and 10 Companies Operational • Incident Commander • Incident Safety Officer • Risk Management • Strike Team / Task Force Leader • Emergency Communications Center (ECC) at Regional CONFIRE g • San Bernardino County Operational Area (OA) • County Training Officers and County Ops Chiefs • Daily XBO Page HONOfl I RANCHO CUCAMONGA FIRE DISTRICT RECOMMENDATION : SECOND BATTALION - - - - i ---- - _ - - - - i HEILLMAN North Battalio IRE A�" � EAST AVE. l BAWYAN IRE STATION IRE STATION B�n yar Si y t AMETHYST 4 RRESiATION F4ulhiil Fwy "y A Lle 11 A 5 GRAPELRHD ' ETIVVAN ' DAYCREEK IRESTATI6N y Base Line Rd xTOWYN CENTER p c 3 FIRE STATION j !+PURLICSAFETY FACILITY "RE 7 r South B a t t a l i o i fl��ISAN IRE STATION N4 R11. C R AVO❑ FIRESTATiDN CUC ONGA +� j nrra.Rla � i I ALL RISK TRAINING ------._._._ JERSEY r CENTER FIRE STATION - I I 1 N6Ngq I � RANCHO CUCAMONGA FIRE DISTRICT RECOMMENDATION : SECOND BATTALION 0 Station 171 (Amethyst) 3 1 Engine c� Station 175 (Banyan) 7 1 Engine, 1 Tiller Truck, Tech Rescue Team m Station 176 (East) 3 1 Engine, 1 OES Type 3 Engine L z Station 177 (Hellman) 3 1 Engine = Station 172 (San Bernardino) 3 1 Engine, 1 OES Type 6 Engine 0 �a ca Station 173 (Day Creek) 3 1 Engine, 1 Water Tender, HazMat Team m Station 174 (Jersey) 7 1 Engine, 1 Tiller Truck c� Station 178 (Town Center) 4 1 Engine, Captain Specialist Program HONOfl I RANCHO CUCAMONGA FIRE DISTRICT RECOMMENDATION : SECOND BATTALION Benefits to the • • • • . mi 1 . Addition of one Shift BC to the daily staffing 1 . Financial impact of added 2. Manage simultaneous critical incidents positions 3. Improved Span of Control (6:1 ) 2. Potential creation of a more 4. Respond a Chief Officer to any mutual or automatic medium sized department "feel" aid request without lack of coverage for the Fire 3. Potential lessening of bottom- District up approach to the culture 5. Increased assistance in the CONFIRE ECC 6. Increased Program Management. 7. Increased risk management with ISO 8. Increased mentoring, coaching, & supervision 9. Increased depth at the Chief Officer rank 10. Respond an Agency Representative to all incidents that may impact the Fire District HONOfl I RANCHO CUCAMONGA FIRE DISTRICT '* IMPLEMENTATION TIMELINE October 16, 2023 Fire Academy start date and hiring of three backfill firefighters December 6, 2023 BC test and creation of eligibility list December 9, 2023 Engine 178 placed in-service December 21 , 2023 Academy completion January 20, 2024 Implementation of Second Battalion HONOfl I RANCHO CUCAMONGA FIRE DISTRICT Staffing Action Annual Expense Net Fiscal Impact Fund • : . 111 • : . 111 Equipment Quantity Expense Net Fiscal Impact A M BC Command Vehicle 11 111 Tablet • • - , • � 11 RANCHO CUCAMONGA FIRE DISTRICT BUDGETARY IMPACTS • Due to hiring timeline, salary expenses won't be fully realized during current FY 2023-24 • The full budgetary impacts will be examined during the preparation of the midyear budget. • Impacts offset by salary savings related to recent vacancies . Questions ?